UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2026
Fold Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-41168 |
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86-2170416 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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2942 North 24th Street, Suite 115, #42035 Phoenix, Arizona |
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85016 |
(Address of principal executive offices) |
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(Zip Code) |
(866) 365-3277
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which
Registered |
Common stock, par value $0.0001 per share |
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FLD |
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Nasdaq Capital Market |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
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FLDDW |
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Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 19, 2026, Fold Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders, and the Company’s stockholders of record were asked to consider and act upon two (2) proposals.
1. Proposal One – To elect the following two Class I nominees to the board of directors of the Company to hold office until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, disqualification, or removal. Both of the director nominees were elected as follows:
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Name |
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For |
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Withheld |
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Broker Non-Votes |
Bracebridge H. Young, Jr. |
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24,556,161 |
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494,551 |
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7,633,676 |
Andrew Hohns |
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24,699,618 |
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351,094 |
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7,633,676 |
2. Proposal Two – To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved as follows:
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For |
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Against |
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Abstentions |
31,065,214 |
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1,503,845 |
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115,329 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FOLD HOLDINGS, INC. |
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By: |
/s/ Will Reeves |
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Name: |
Will Reeves |
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Title: |
Chief Executive Officer |
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Dated: May 20, 2026 |
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