Fold Holdings, Inc. filed an 8-K on October 26, 2026, disclosing the results of a Special Meeting of Stockholders held on October 22, 2026, at which shareholders approved a proposed reverse stock split and an adjournment proposal.

Key Highlights

  • Reverse split approved: Stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-2 and 1-for-50, with the exact ratio and timing to be determined by the Board.
  • Proposal One vote: 43,129,193 shares voted For, 326,056 Against, and 14,125 Abstentions on the reverse stock split proposal.
  • Supermajority threshold met: Proposal One required approval of two-thirds (66 and 2/3%) of the total voting power of outstanding shares, and according to the filing, that threshold was exceeded.
  • Adjournment proposal also passed: Proposal Two, to adjourn the Special Meeting if needed to solicit additional proxies, received 43,091,819 votes For, 367,736 Against, and 9,819 Abstentions.
  • Listing details: Common stock trades under the symbol FLD and warrants under FLDDW, both on the Nasdaq Capital Market (NASDAQ:FLD).

Fold Holdings Special Meeting: Reverse Split Ratio Left to Board Discretion

According to the filing, Fold Holdings, Inc. convened a Special Meeting of Stockholders on October 22, 2026, at which two proposals were put to a vote. The first and primary proposal sought approval to amend the Company's Certificate of Incorporation to allow a reverse stock split of issued and outstanding shares of Common Stock at a ratio ranging from 1-for-2 to 1-for-50. The filing states that the Board retains discretion over whether to proceed with the split and to set the exact ratio and timing following stockholder approval.

The filing reports that Proposal One received 43,129,193 votes in favor, 326,056 against, and 14,125 abstentions. Because the proposal required the approval of two-thirds (66 and 2/3%) of the total voting power of the Company's outstanding shares, and that threshold was exceeded, Proposal One was approved. The second proposal, which would have adjourned the meeting to solicit additional proxies if needed, received 43,091,819 votes in favor, 367,736 against, and 9,819 abstentions, and was also approved.

The 8-K was signed by Will Reeves, Chief Executive Officer of Fold Holdings, Inc., and dated October 26, 2026. The Company is incorporated in Delaware, is classified as an emerging growth company, and is headquartered at 2942 North 24th Street, Suite 115, #42035, Phoenix, Arizona 85016.

What Was Disclosed

Fold Holdings filed an 8-K reporting stockholder votes from its October 22, 2026, Special Meeting. Both the reverse stock split authorization and the adjournment proposal were approved, with the Board retaining discretion over the split's final ratio and timing.