Fold Holdings, Inc.
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 28, 2025
FLD$0.44-4.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report:
(1) Financial Statements:
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) | F-2 |
|---|---|
| Financial Statements: | |
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Changes in Stockholders’ Deficit | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-7 to F-22 |
(2) Financial Statements Schedules:
None.
(3) Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company. Copies of the exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov.
| Exhibit No. | Description |
| 2.1 | Agreement and Plan of Merger, dated July 24, 2024, by and among FTAC Emerald Acquisition Corp., FTAC EMLD Merger Sub Inc. and Fold, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on July 25, 2024) |
| 3.1 | Third Amended and Restated Certificate of Incorporation of Fold Holdings, Inc.(1) |
| 3.2 | Second Amended and Restated Bylaws of Fold Holdings, Inc.(1) |
| 4.1 | Specimen Common Stock Certificate(2) |
| 4.2 | Specimen Warrant Certificate(2) |
| 4.4 | Warrant Agreement, dated December 15, 2021, by and between Continental Stock Transfer & Trust Company and the Company(2) |
| 4.5 | Description of Securities(3) |
| 10.1 | Sponsor Share Restriction Agreement, dated July 24, 2024, by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on July 25, 2024) |
| 10.2 | Amendment to the Sponsor Share Restriction Agreement, dated as of February 14, 2025, by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors LLC(1) |
| 10.3 | Amended and Restated Registration Rights Agreement, dated as of February 14, 2025, by and among the Company, certain stockholders of Emerald named therein and certain stockholders of Legacy Fold named therein(1) |
| 10.4 | Form of Indemnification Agreement.(1) |
| 10.5# | Fold, Inc. 2019 Equity Incentive Plan.(1) |
| 10.6# | Fold Holdings, Inc. 2025 Incentive Award Plan.(1) |
| 10.7# | Fold Holdings, Inc. 2025 Employee Stock Purchase Plan.(1) |
| 10.8# | Form of Notice of Restricted Stock Unit Grant under the Fold, Inc. 2019 Equity Incentive Plan.(1) |
| 10.9 | Securities Purchase Agreement, dated as of December 24, 2024, by and between Fold, Inc. and ATW Growth Opportunities SPV, LLC.(1) |
| 10.10 | Form of Registration Rights Agreement.(1) |
| 10.11 | Form of Perfection Certificate.(1) |
| 10.12 | Form Lock-Up Agreement.(1) |
| 10.13# | Offer Letter, dated as of August, 20, 2019, by and between Fold, Inc. and Will Reeves.(1) |
| 10.14# | Offer Letter Amendment, dated as of March 23, 2021, by and between Fold, Inc. and Will Reeves.(1) |
| 10.15# | Offer Letter, dated as of March 26, 2021, by and between Fold, Inc. and Wolfe Repass.(1) |
| 10.16# | Promotion Letter, dated as of May 19, 2022, by and between Fold, Inc. and Wolfe Repass.(1) |
| 10.17# | Offer Letter, dated as of December 15, 2021, by and between Fold, Inc. and Nicolleta Goncalves.(1) |
| 10.18# | Fold Holdings, Inc. Non-Employee Director Compensation Program.(1) |
| 10.19# | Fold Holdings, Inc. Executive Severance Plan.(1) |
| 14.1 | Code of Business Conduct of Fold Holdings, Inc. (1) |
| 19* | Insider Trading Policy |
| 21.1 | Subsidiaries of the Registrant(1) |
| 31.1* | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) |
| 31.2* | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) |
| 32.1* | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 |
| 32.2* | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 |
| 97.1* | Executive Incentive Clawback Policy |
| 101.INS* | Inline XBRL Instance Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith |
|---|---|
| # | Indicates management contract or compensatory plan or arrangement. |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on February 14, 2025 |
| (2) | Previously filed as an exhibit to our Registration Statement on Form S-4, as amended (File No. 333-282520) |
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