UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 22, 2025
Fold Holdings, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
001-41168 |
|
86-2170416 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
|
|
|
2942 North 24th Street, Suite 115, #42035 Phoenix, Arizona |
|
|
85016 |
(Address of principal executive offices) |
|
|
(Zip Code) |
(866) 365-3277
Registrant’s telephone number, including area code
11201 North Tatum Blvd., Suite 300, Unit 42035
Phoenix, Arizona 85028
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which
Registered |
Common stock, par value $0.0001 per share |
|
FLD |
|
Nasdaq Capital Market |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
|
FLDDW |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Following the previously announced termination of employment of Nicolleta Goncalves, the former Vice President of Risk and Compliance of Fold Holdings, Inc. (the “Company”), the Company entered into a severance agreement with Ms. Goncalves on July 22, 2025 (the “Severance Agreement”). The Severance Agreement provides for, among other things, (i) a lump severance payment by the Company to Ms. Goncalves in the amount of $36,666.66 (representing two months of Ms. Goncalves’s base salary), less applicable tax withholdings; (ii) payment by the Company of Ms. Goncalves’s COBRA premium for the month of August 2025; (iii) a general release of claims by Ms. Goncalves in favor of the Company and its affiliates; and (iv) certain restrictive covenants applicable to Ms. Goncalves, including nondisclosure and non-disparagement requirements, as well as an obligation not to solicit employees or other service providers of the Company for a period of 12 months.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
FOLD HOLDINGS, INC. |
|
|
|
|
By: |
/s/ Will Reeves |
|
|
Name: |
Will Reeves |
|
|
Title: |
Chief Executive Officer |
|
|
|
Dated: July 28, 2025 |
|
|