DEF: Fold Holdings Annual Meeting Proxy Statement

Fold Holdings announces its 2026 Annual Meeting of Stockholders, detailing proposals for director elections and auditor ratification, alongside a review of 2025 performance and 2026 strategic outlook.

Summary

• This document is a proxy statement for Fold Holdings, Inc.'s 2026 Annual Meeting of Stockholders, scheduled for May 19, 2026.
• The meeting will cover two main proposals: the election of two Class I directors and the ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• The company highlights 2025 as a foundational year, reporting $31.8 million in revenue (up 34% year-over-year) and $960 million in transaction volume (up 46% year-over-year).
• For 2026, Fold Holdings plans to focus on scaling its integrated financial platform, strengthening its balance sheet by eliminating $66.3M in convertible debt, and leveraging the Fold Bitcoin Credit Card as a growth engine.
• The company also outlines strategies for expanding distribution channels, strengthening its core platform, and utilizing its bitcoin treasury as an operating asset.
• Key dates include the record date for voting on March 24, 2026, and the annual meeting on May 19, 2026.
• The filing also details corporate governance structures, executive compensation, and related party transactions.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as cautiously optimistic, highlighting significant growth in 2025 and a clear strategic plan for 2026, while acknowledging past market challenges.

Positives

• Revenue increased by 34% year-over-year to $31.8 million in 2025.
• Transaction volume grew by 46% year-over-year to $960 million in 2025.
• Strengthened balance sheet in 2026 by eliminating $66.3 million in convertible debt.
• Expanded product ecosystem and strengthened core infrastructure in 2025.
• Now offering bitcoin financial services across all 50 states with national scale custody.
• Foundation laid for Fold Bitcoin Credit Card and Fold Bitcoin Bonus Program.

Negatives

• The company experienced a challenging macro environment in 2025, with bitcoin shedding a significant percentage of its market cap and compressing activity across the industry.
• The filing notes that the company did not have the benefit of expected major business catalysts in 2025, implying future growth is dependent on these upcoming rollouts.

Risks

• Material financial risks, including losses related to particular products, financing, the bitcoin market, or other matters.
• New and ongoing third-party risks, particularly with partners for major products and financial partners.
• Compliance and regulatory risks, especially related to the Bank Secrecy Act and anti-money-laundering laws.
• Cybersecurity or other information security risks.
• Risks related to ongoing or anticipated legal matters, including compliance matters, securities obligations, and litigation.
• Risks related to being a public company, including shareholder relations, reporting obligations, and corporate governance.
• Potential for dilution from future financing transactions or equity issuances.

Future Outlook

Fold Holdings anticipates 2026 to be a year of scaling, driven by the launch of its Credit Card, expansion of distribution channels (retail and enterprise), strengthening of its core platform through simplification and upgrades, and leveraging its bitcoin treasury. The company expects the Credit Card to be a significant growth engine, increasing lifetime value per user, driving higher transaction volumes, and accelerating customer acquisition.

Management Comments

• "In 2025, we focused on building the foundation required to scale a financial services platform for the bitcoin century. In 2026, we expect that foundation to convert into growth."
• "We believe 2026 represents the beginning of Folds next phase: scaling a fully integrated financial platform."
• "The Credit Card will be our most important near-term driver. Credit expands our total addressable market, increases transaction volume, and deepens customer engagement."
• "2025 was about building the foundation. 2026 is about scaling it."

Industry Context

StockSavvy.ai notes that Fold Holdings is positioning itself within the evolving financial services landscape, aiming to integrate bitcoin into everyday spending and saving for a growing cohort of users who favor long-term, non-inflationary assets. This strategy aligns with broader trends of digital asset adoption and the development of a 'bitcoin century' financial infrastructure.

Corporate Governance

Related Party Transactions

• Amended and Restated Registration Rights Agreement entered into on February 14, 2025, with sponsors and certain stockholders.
• Sponsor Share Restriction Agreement governing transfer restrictions on founder shares.
• Lock-Up Agreements entered into on February 14, 2025, with certain holders of Common Stock.
• Subscription Agreement with Polar Multi-Strategy Master Fund for working capital, resulting in the issuance of 550,000 shares of Class A Common Stock.
• Working Capital Loans from Emerald ESG Sponsor, LLC and Frontier SPV, LLC, which were repaid at closing.
• Convertible note and subsequent Purchase Agreement with SATS Credit Fund LP, managed by an affiliate of Dr. Jonathan Kirkwood, approved by the Audit Committee.
• Administrative services agreement with sponsors from December 16, 2021, to February 14, 2025.
• Hiring of Matthew McManus, approved by the Audit Committee due to his relationship with CFO Wolfe Repass.

Stakeholder Impact

• Shareholders: The election of directors and ratification of auditors are key governance matters. The company's strategic focus on growth and balance sheet strengthening aims to enhance shareholder value.
• Employees: Executive compensation and equity awards are detailed, indicating incentives for key personnel. The ESPP offers employees a way to acquire company stock.
• Management: Executive compensation, severance plans, and equity awards are outlined, detailing incentives and protections for leadership.
• Creditors: The elimination of $66.3M in convertible debt in 2026 improves the company's financial structure, potentially benefiting creditors by reducing leverage.

Next Steps

• Elect two Class I directors at the 2026 Annual Meeting.
• Ratify the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal year 2026.
• Launch the Fold Bitcoin Credit Card.
• Expand retail and enterprise distribution channels.
• Simplify and upgrade the Fold customer experience and platform.
• Utilize the corporate bitcoin treasury for various strategic purposes.

Key Dates

Recommendation

The filing indicates solid growth in 2025 and a strategic plan for 2026, but it also highlights the dependence on future catalysts and a challenging market environment. While positives exist, the lack of concrete new financial guidance or significant operational breakthroughs warrants a 'hold' recommendation pending further execution and market developments.

Keywords

Fold Holdings, Proxy Statement, Annual Meeting, Director Election, Auditor Ratification, Bitcoin, Financial Services, SEC Filing