To avoid Nasdaq delisting, Fold Holdings proposes a reverse stock split of up to 1-for-50

summarizeSummary

Fold Holdings seeks shareholder approval for a reverse stock split of up to 1-for-50 to regain Nasdaq compliance after receiving a delisting notice. The proxy also discloses an existing equity financing facility and warns that the Series A Warrant could reset to a lower exercise price if post‑split trading is weak.

check_boxKey Events · Corporate Governance and Compliance · FLD

• Reverse Stock Split Proposed

  The board is seeking approval for a reverse stock split at a ratio between 1-for-2 and 1-for-50, aiming to push the stock price above $1.00 and regain Nasdaq compliance. After stockholder approval, the board will determine the exact ratio and timing.

• Nasdaq Delisting Notice

  Nasdaq notified Fold on July 14, 2026, that its stock had closed below $1.00 for 30 consecutive business days. The company has until January 11, 2027 to regain compliance or face delisting.

• Existing Equity Financing Facility

  Fold has an Equity Purchase Financing Facility with SZOP Opportunities, LLC, with approximately 3.4 million shares remaining under the Exchange Cap before stockholder approval is required for additional issuances.

• Series A Warrant Price Reset Risk

  Should the post‑split stock price trade below the adjusted exercise price during a seven‑day measuring window, the Series A Warrant exercise price will automatically reset to 110.4% of the lowest VWAP in that period — a one‑way adjustment that could increase dilution without a corresponding increase in shares.

auto_awesomeAnalysis · FLD · Crypto Assets

To lift its stock price above $1.00 and regain Nasdaq compliance, Fold Holdings is asking shareholders to approve a reverse stock split at a ratio between 1-for-2 and 1-for-50. The company received a delisting notice on July 14, 2026, and has until January 11, 2027 to fix the bid price. The proxy also reveals an existing equity financing facility with SZOP Opportunities that still has about 3.4 million shares available, and warns that the Series A Warrant contains a price‑reset provision that could lower its exercise price if the stock trades weakly after the split — a risk that could compound dilution for existing holders. With the stock at $0.49 and a market cap of just $24.9 million, the reverse split is a necessary step to preserve the Nasdaq listing, but the financing overhang and warrant mechanics add uncertainty.