Any shares of Common Stock issued to Roth Principal Investments under the Purchase Agreement prior to the effectiveness of the Registration Statement will be issued in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, based on, among other things, the representations and warranties of Roth Principal Investments contained in the Purchase Agreement, includin…

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On September 4, 2026, Fold Holdings, Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") and a related Registration Rights Agreement (the "Registration Rights Agreement") with Roth Principal Investments, LLC ("Roth Principal Investments"). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to…

TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. On August 27, 2026, Fold Holdings, Inc. (the "Company") delivered written notice to the investor (the "Investor") party to the Equity Purchase Facility Agreement, dated as of June 16, 2025 (the "Facility"), by and between the Company and the Investor, notifying the Investor of the Company's election to terminate the Facility. In accordance with the termination provisions of the Facility, the termination will become effective on September 3, 2026…

NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. On July 14, 2026, Fold Holdings, Inc. ("Fold", "we," "our," or "us") received a letter (the "Letter") from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying Fold that for the last 30 consecutive business days, the closing bid price for Fold's common stock (our "Common Stock") has been below the minimum $1.00 per share required for continued listin…

Results of Operations and Financial Condition. On May 12, 2026, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference. Limitation on Incorporation by Reference . The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1 , shall not be deemed “filed…

Results of Operations and Financial Condition. On March 17, 2026, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the fiscal year and fourth quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference. Limitation on Incorporation by Reference . The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1 , shal…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The applicable information set forth in

Entry into a Material Definitive Agreement. Contemporaneously with the termination (as described below) of the March 2025 Note (as defined below), Fold Holdings, Inc. (the "Company") entered into a Purchase Agreement with SATS Credit Fund L.P. ("SATS") dated February 25, 2026 (the "Purchase Agreement"), pursuant to which SATS purchased from the Company a $13.0 million promissory note, repayable in cash (the "New Note") and 520,000 shares of the Company's Common Stock (the "Initial Commitment…

Termination of a Material Definitive Agreement. Reference is made to that secured convertible note (the "March 2025 Note") issued on March 6, 2025 by the Company to SATS, with a face value of approximately $46.3 million, pursuant to a Securities Purchase Agreement between the Company and SATS. Pursuant to the conversion feature of the March 2025 Note, up to 3.7 million shares of the Company's common stock were issuable to SATS, with a conversion price of $12.50 per share. Five hundred (500) b…

Entry into a Material Definitive Agreement. As previously disclosed, on October 1, 2025, Fold, Inc., a Delaware corporation (the “ Borrower ”) and a wholly-owned subsidiary of Fold Holdings, Inc., a Delaware corporation (the “ Company ”) entered into a Master Loan Agreement (“ MLA ”) with Two Prime Lending Limited (“ Two Prime ”) pursuant to the terms of which the Borrower may, from time to time, request an advance of funds, and Two Prime may, in its sole and absolute discretion, extend or de…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Results of Operations and Financial Condition. On November 10, 2025, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the third quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference. Limitation on Incorporation by Reference . The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1 , shall not be deem…

Entry into a Material Definitive Agreement. Master Loan Agreement On October 1, 2025, Fold, Inc., a Delaware corporation (“Borrower”), and wholly owned subsidiary of Fold Holdings, Inc. (the “Company”), entered into a Master Loan Agreement (the “MLA”) with Two Prime Lending Limited, a company organized under the laws of the British Virgin Islands (“Two Prime”), that establishes a revolving credit facility (the “Facility”) pursuant to the terms of which the Borrower may, from time to time, req…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. Master Loan Agreement On October 1, 2025, Fold, Inc., a Delaware corporation (“Borrower”), and wholly owned subsidiary of Fold Holdings, Inc. (the “Company”), entered into a Master Loan Agreement (the “MLA”) with Two Prime Lending Limited, a company organized under the laws of the British Virgin Islands (“Two Prime”), that establishes a revolving credit facility (the “Facility”) pursuant to the terms of which the Borrower may, from time to time, req…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

The filing details salary increases for the CEO and CFO.

The filing details the company's Annual Bonus Plan and Executive Severance Plan, which are not management changes.

Results of Operations and Financial Condition. On August 12, 2025, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference. Limitation on Incorporation by Reference . The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1 , shall not be deemed “fi…

Vice President of Risk and Compliance — Nicolleta Goncalves: Ms. Goncalves was terminated and entered into a severance agreement with the company.

Vice President of Risk and Compliance — Nicolleta Goncalves: The filing discloses the termination of the Vice President of Risk and Compliance, representing a loss of a senior officer without a named successor.

Entry into a Material Definitive Agreement. Equity Purchase Facility Agreement On June 16, 2025, Fold Holdings, Inc. (the “Company”) entered into an Equity Purchase Facility Agreement (the “Facility”) with an unrelated third party accredited investor (the “Investor”), pursuant to which the Investor committed to purchase, subject to certain conditions and limitations, up to $250,000,000 (the “Commitment”) in newly issued shares (the “Shares”) of the Company’s common stock, par value $0.0001 pe…

The securities that may be issued under the Facility are being offered and sold by the Company in a transaction that is exempt from the registration requirements of the Securities Act, in reliance on Section 4(a)(2) of the Securities Act. In the Facility, the Investor represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). Accordingly, the offer and sale by the Company of the securit…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Information regarding transactions consummated in connection with that certain Waiver and Amendment Agreement set forth under

null — Mr. McManus: The filing details the approval of base salary and severance plan participation, which are compensatory arrangements rather than a change in management status or departure.