Fold Holdings, Inc.

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Fold Holdings, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), to be voted at the Special Meeting of Stockholders (the “Special Meeting”) of the Company to be held virtually via a live webcast on the Internet on October 22, 2026, at 12:00 p.m., Eastern time, atwww.virtualshareholdermeeting.com/FLD2026SM, and at any adjournments or postponements thereof, and for the purposes set forth in the attached Notice of Special Meeting of Stockholders. This proxy statement and the enclosed proxy card are first being mailed or made available to our stockholders on or about September 14, 2026.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 22, 2026. THIS PROXY STATEMENT AND THE ACCOMPANYING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS ARE AVAILABLE ATWWW.PROXYVOTE.COM. In accordance with rules issued by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet.

If you held shares of our common stock, par value $0.0001 per share (“Common Stock”), at the close of business on September 4, 2026 (the “Record Date”), you are invited to attend the Special Meeting virtually atwww.virtualshareholdermeeting.com/FLD2026SM and vote on the proposals described in this proxy statement.