Source-grounded facts extracted from Fold Holdings, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Fold Holdings, Inc. shareholders approved 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 at the 2026-05-19 meeting.
“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: For Against Abstentions 31,065,214 1,503,845 115,329”
Fold Holdings, Inc. shareholders approved Election of two Class I nominees to the board of directors at the 2026-05-19 meeting.
“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: Name For Withheld Broker Non-Votes Bracebridge H. Young, Jr. 24,556,161 494,551 7,633,676 Andrew Hohns 24,699,618 351,094 7,633,676”
Fold Holdings, Inc. reported the first quarter ended March 31, 2026 results: revenue $5.6 million.
“Fold Holdings, Inc. (NASDAQ: FLD) Announces First Quarter 2026 Results Revenues: $5.6 million, 21.1% YoY decrease”
Fold Holdings, Inc. reported the fiscal year and fourth quarter ended December 31, 2025 results: revenue $31.8 million, EPS ($1.65) per share.
“these forward-looking statements. --- EX-99.1 (EX-99.1) --- EX-99.1 Fold Holdings, Inc. (NASDAQ: FLD) Announces Fourth Quarter and Full Year 2025 Results 2025 Revenue: $31.8 million, 34% YoY increase 2025 Transaction Volumes of $960 million, 46% YoY increase Launch of Fold Bitcoin Credit Card and Enterprise Services Retired convertible notes, Streamlined”
Fold Holdings, Inc. incurred senior notes of $13.0 million with SATS Credit Fund L.P. at 10.0% per annum maturing one year.
“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 Shares").”
Fold Holdings, Inc. terminated Investor Note with a certain holder named therein valued at approximately $27.5 million in cash ($20 million principal plus $7.5 million multiple) (effective 2026-02-27).
“Subsequent to the closing of the Purchase Agreement, as described above, on February 27, 2026, the Company extinguished the Convertible Note (the "Investor Note") dated December 24, 2024, as amended from time to time, issued by the Company to a certain holder named therein, and terminated the related Securities Purchase Agreement and other transaction documents with the holder pursuant to which such note was purchased.”
Fold Holdings, Inc. terminated March 2025 Note with SATS Credit Fund L.P. valued at approximately $46.3 million face value, convertible into 3.7 million shares at $12.50 per share, col (effective 2026-02-26).
“On February 25, 2026, the Company returned the 500 bitcoin held as collateral pursuant to the March 2025 Note, and on February 26, 2026, upon mutual consent of the parties, the March 2025 Note was extinguished and the related Securities Purchase Agreement was terminated.”
Fold Holdings, Inc. entered into Purchase Agreement with SATS Credit Fund L.P. valued at $13.0 million promissory note and 520,000 shares of Common Stock (effective 2026-02-25).
“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 Shares").”
Fold Holdings, Inc. amended credit facility with Two Prime Lending Limited at 6.5% per annum to 8.5% per annum.
“On November 19, 2025, the Borrower and Two Prime entered into the First Master Loan Agreement Amendment (the “ MLA Amendment ”) to the MLA pursuant to which, among other things: (i) the interest rate increased from 6.5% per annum to 8.5% per annum”
Fold Holdings, Inc. incurred revolving credit of up to $45,000,000 with Two Prime Lending Limited at 6.5% per annum maturing October 1, 2026.
“forth in individually executed loan term sheets (each, a “Loan Term Sheet”). Facility and economics: The Facility provides for loans in an aggregate principal amount of up to $45,000,000, with no minimum loan amount required. Any amounts borrowed under this Facility bear interest at a rate of 6.5% per annum, accruing daily on a 360‐day year basis and payable in”
Fold Holdings, Inc. incurred revolving credit of up to $45,000,000 with Two Prime Lending Limited at 6.5% per annum maturing October 1, 2026.
“forth in individually executed loan term sheets (each, a “Loan Term Sheet”). Facility and economics: The Facility provides for loans in an aggregate principal amount of up to $45,000,000, with no minimum loan amount required. Any amounts borrowed under this Facility bear interest at a rate of 6.5% per annum, accruing daily on a 360‐day year basis and payable in”
Matthew McManus was appointed as Chief Operating Officer at Fold Holdings, Inc..
“On May 5, 2025, Fold Holdings, Inc. (“Fold” or the “Company”) announced the appointment of Matthew McManus as the Company’s Chief Operating Officer, effective as of April 21, 2025.”
Fold Holdings, Inc. engaged CBIZ CPAs P.C. as its auditor.
“Marcum resigned and, with the approval of the Audit Committee of the Board of Directors of Fold Holdings, Inc. (the “Company”), CBIZ was engaged as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.”
Marcum LLP resigned as auditor of Fold Holdings, Inc..
“On November 1, 2024, CBIZ CPAs P.C. (“CBIZ”) acquired the attest business of Marcum LLP (“Marcum”), and substantially all of the partners and staff that provided attestation services for Marcum joined CBIZ. As such, subsequent to the filing on March 31, 2025 of an amended Current Report on Form 8-K containing the audited financial statements of Fold, Inc. for the fiscal year ended December 31, 2024, Marcum resigned and, with the approval of the Audit Committee of the Board of Directors of Fold Holdings, Inc. (the “Company”), CBIZ was engaged as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.”
Fold Holdings, Inc. incurred convertible notes of aggregate principal amount of approximately $46.3 million with SATS Credit Fund LP at interest at a rate of 7.0% per annum maturing March 6, 2030.
“the Company issued to the Investor a convertible note (the “Note”) in the aggregate principal amount of approximately $46.3 million”
Fold Holdings, Inc.: Company ceased to be a shell company as a result of the Business Combination.
“As a result of the Business Combination, the Company ceased to be a shell company.”
Fold Holdings, Inc.: Adopted a new Code of Business Ethics and Conduct (effective 2025-02-14).
“In connection with the Business Combination, on February 14, 2025, the Board approved and adopted a new Code of Business Ethics and Conduct applicable to all employees, officers and directors of the Company.”
Fold Holdings, Inc.: Amended and restated bylaws effective as of the Closing (effective 2025-02-14).
“and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing”
Fold Holdings, Inc.: Amended and restated certificate of incorporation effective as of the Closing (effective 2025-02-14).
“On February 14, 2025, in connection with the consummation of the Transactions, the Company amended and restated its certificate of incorporation, effective as of the Closing (the “A&R Charter”)”
Fold Holdings, Inc. underwent a change of control involving FTAC Emerald Acquisition Corp., EMLD Merger Sub Inc., Fold, Inc. (closed 2025-02-14).
“Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on February 14, 2025 (the “Closing Date”), the Transactions were consummated (the “Closing”).”
Fold Holdings, Inc.: Stockholders approved a charter amendment (Charter Amendment).
“the Company’s stockholders approved the Charter Amendment”
Fold Holdings, Inc.: Stockholders approved an amendment to the articles of incorporation (Charter Amendment) at a meeting (effective 2024-01-22).
“At the Meeting, the Company's stockholders approved the Charter Amendment, the Trust Amendment and a proposal to approve the adjournment of the Meeting from time to time if determined by the chairperson of the Meeting to be necessary or appropriate (the "Adjournment Proposal").”
Fold Holdings, Inc. entered into Subscription Agreement with Polar Multi-Strategy Master Fund valued at up to $550,000 (effective 2024-01-03).
“On January 3, 2024, FTAC Emerald Acquisition Corp. (the “Company”) entered into a subscription agreement with Polar Multi-Strategy Master Fund (“Polar”), Emerald ESG Sponsor LLC (“ESG Sponsor”), Emerald ESG Advisors, LLC (“ESG Advisors”) and Emerald ESG Funding, LLC (“ESG Funding” and collectively with ESG Sponsor and ESG Advisors, the “Sponsors”), to cover working capital requirements of the Company and costs related to a possible extension of the Company’s trust liquidation date (the “Subscription Agreement”).”
Fold Holdings, Inc. amended loan of from $1,500,000 to $3,000,000 with Emerald ESG Sponsor, LLC.
“On October 16, 2023, the Company and the Lender amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $1,500,000 to $3,000,000.”
Fold Holdings, Inc. received a nasdaq deficiency notice notice regarding shareholders (rules 5450(a)(2)).
“f Listing On October 12, 2023, FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 public holders for continued listing on the Nasdaq Global Market (the “Minimum Public Holders Rule”). The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Com”
Fold Holdings, Inc.: Stockholders approved an amendment to the articles of incorporation.
“At the Meeting, the Company’s stockholders approved the Charter Amendment”
Fold Holdings, Inc. amended Trust Amendment with Continental Stock Transfer & Trust Company (effective 2023-09-19).
“and (B) an amendment (the “Trust Amendment”) to the Company’s Investment Management Trust Agreement dated December 15, 2021, with Continental Stock Transfer & Trust Company, as trustee (the “Trust Agreement”),”
Fold Holdings, Inc. entered into Non-Redemption Agreements with one or more unaffiliated third parties (effective 2023-09-07).
“On September 7, 2023, FTAC Emerald Acquisition Corp. (the “Company”) entered into one or more agreements (the “Non-Redemption Agreements”) with one or more unaffiliated third parties in exchange for them each agreeing not to redeem an aggregate of 1,000,000 shares of the Company’s Class A common stock”
Fold Holdings, Inc. incurred loan of up to an aggregate principal amount of $1,500,000 with Emerald ESG Sponsor, LLC at non-interest bearing maturing the date on which we consummate a business combination.
“to Emerald ESG Sponsor, LLC (the “Lender”), one of the Company’s sponsors. Pursuant to the Promissory Note, the Lender agreed to loan us up to an aggregate principal amount of $1,500,000. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which we consummate a business combination (the”
Fold Holdings, Inc. entered into Promissory Note with Emerald ESG Sponsor, LLC valued at $1,500,000 (effective 2023-01-13).
“On January 13, 2023, FTAC Emerald Acquisition Corp. (“we,” “us” or the “Company”) issued a promissory note (the “Promissory Note”) to Emerald ESG Sponsor, LLC (the “Lender”), one of the Company’s sponsors. Pursuant to the Promissory Note, the Lender agreed to loan us up to an aggregate principal amount of $1,500,000.”
Mark Tercek was appointed as Director at Fold Holdings, Inc..
“Effective as of December 14, 2021, the following individuals were appointed to the board of directors of the Company: Tensie Whelan, Therese Rein, Andrew Hohns, Lisa Shalett, and Mark Tercek.”
Lisa Shalett was appointed as Director at Fold Holdings, Inc..
“Effective as of December 14, 2021, the following individuals were appointed to the board of directors of the Company: Tensie Whelan, Therese Rein, Andrew Hohns, Lisa Shalett, and Mark Tercek.”
Andrew Hohns was appointed as Director at Fold Holdings, Inc..
“Effective as of December 14, 2021, the following individuals were appointed to the board of directors of the Company: Tensie Whelan, Therese Rein, Andrew Hohns, Lisa Shalett, and Mark Tercek.”
Therese Rein was appointed as Director at Fold Holdings, Inc..
“Effective as of December 14, 2021, the following individuals were appointed to the board of directors of the Company: Tensie Whelan, Therese Rein, Andrew Hohns, Lisa Shalett, and Mark Tercek.”
Tensie Whelan was appointed as Director at Fold Holdings, Inc..
“Effective as of December 14, 2021, the following individuals were appointed to the board of directors of the Company: Tensie Whelan, Therese Rein, Andrew Hohns, Lisa Shalett, and Mark Tercek.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.