Fold Holdings, Inc.

DEF 14A 1 ea0300793-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Fold Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

September 14, 2026

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Fold Holdings, Inc. (the “Company,” “we,” “us” or “our”) on October 22, 2026, at 12:00 p.m., Eastern time, atwww.virtualsharehol dermeeting.com/FLD2026SM. To provide access to our stockholders regardless of geographic location, the Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast. You or your proxyholder will be able to attend the Special Meeting online, vote, and submit questions during the Special Meeting by visitingwww.virtualshareholdermeeting.com/FLD2026SM and entering the control number included on the proxy card or voting instruction card, as applicable. To receive access to the Special Meeting online, registered stockholders and beneficial stockholders (those holding shares through a broker, bank or other nominee) will need to follow the instructions applicable to them provided in the accompanying Proxy Statement.

1. To consider and approve a proposed amendment to our Certificate of Incorporation, as amended, to effect a reverse stock split (the “Reverse Stock Split”) of our issued and outstanding common stock at a ratio between 1-for-2 and 1-for-50, with the final decision of whether to proceed with the Reverse Stock Split and the exact ratio and timing thereof to be determined by our Board of Directors, in its discretion, following stockholder approval (if obtained) (the “Reverse Stock Split Proposal”);

2. To consider and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies or votes if there are not sufficient votes in favor of the Reverse Stock Split Proposal (the “Adjournment Proposal”); and

The accompanying Notice of Special Meeting of Stockholders and Proxy Statement more fully describe the matters to be presented at the meeting and should be read in their entirety. Only stockholders of record at the close of business on September 4, 2026 will be entitled to notice of and to vote at the Special Meeting or any adjournments or postponements thereof.

The Reverse Stock Split should, among other things, assist the Company in our effort to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires that we maintain a minimum bid price of $1.00 per share.

THE REVERSE STOCK SPLIT WILL AFFECT ALL HOLDERS OF COMMON STOCK UNIFORMLY, AND NO STOCKHOLDER’S INTEREST IN THE COMPANY WILL BE DILUTED AS EACH STOCKHOLDER WILL HOLD THE SAME PERCENTAGE OF COMMON STOCK OUTSTANDING IMMEDIATELY FOLLOWING THE REVERSE STOCK SPLIT AS THAT STOCKHOLDER HELD IMMEDIATELY PRIOR TO THE REVERSE STOCK SPLIT, EXCEPT FOR IMMATERIAL ADJUSTMENTS THAT MAY RESULT FROM THE TREATMENT OF FRACTIONAL SHARES AS DESCRIBED BELOW.

Your vote is very important, regardless of the number of shares of our common stock that you own. Whether or not you expect to attend the Special Meeting online, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting. To vote your shares, you may use the enclosed proxy card, vote by telephone or over the Internet, or attend the meeting virtually and submit your vote electronically. If your shares are held in the name of a broker, bank or other nominee, and you receive these materials through your broker, bank or other nominee, please complete and return the materials in accordance with the instructions provided to you by such nominee holder, or contact your broker, bank or other nominee directly in order to obtain a proxy issued to you by such nominee holder to virtually attend the meeting and vote online during the meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.

On behalf of the board of directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the Special Meeting online.

We look forward to seeing you online at the Special Meeting. Thank you for your continued support.

Sincerely yours,

/s/ Will Reeves

Will Reeves

Chairman and Chief Executive Officer