Fold Holdings, Inc.

Other than as previously reported by us on our Current Report on Form 8-K, during the period covered by this Quarterly Report on Form 10-Q, the Company sold unregistered securities pursuant to its transactions with (i) Bold Technologies, Inc. ("Bold") and (ii) SATS. On February 2, 2026, the Company exercised an option to acquire certain intellectual property of Bold. The option exercise resulted in the acquisition of certain intellectual property in exchange for $0.5 million in shares of the Company's Common Stock. Additionally, pursuant to its Purchase Agreement with SATS dated February 25, 2026, the Company issued to SATS 520,000 shares of Common Stock as additional consideration for SATS' purchase of a $13.0 million promissory note (for additional information, see

the discussion in Note 8 and Note 11). In both cases, the shares were sold by the Company in transactions that were exempt from the registration requirements of the Securities Act, in reliance on Section 4(a)(2) of the Securities Act. Both Bold and SATS represented to the Company that they were “accredited investors” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act).