0001889123 1 2026-06-02 2026-06-02 0001889123 2 2026-06-02 2026-06-02 0001889123 2026-06-02 2026-06-02 iso4217:USD pure shares S-8 EX-FILING FEES 0001889123 false false N/A S-8 Fold Holdings, Inc. Equity Common stock, par value $0.0001 per share, reserved for future issuance under the Registrant's 2025 Incentive Award Plan true 2420963 0.96 2324124.48 0.0001381 320.96 Equity Common stock, par value $0.0001 per share, reserved for future issuance under the Registrant's 2025 Employee Stock Purchase Plan true 484193 0.96 464825.28 0.0001381 64.19 2788949.76 385.15 385.15 Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall also cover any additional shares of Fold Holding, Inc.’s (the “Registrant”) common stock, par value $0.0001 per share (the “Common Stock”), that become issuable under the Fold Holdings, Inc. 2025 Incentive Award Plan (the “Incentive Plan”) and the Fold Holdings, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration or conversion of the Registrant’s Common Stock which would increase the number of outstanding shares of Common Stock.<br/><br/>Represents shares of Common Stock reserved for issuance under the Registrant’s Incentive Plan as a result of the annual evergreen increase under the Incentive Plan.<br/><br/>Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.96, which is the average of the high and low prices of shares of Common Stock on The Nasdaq Capital Market (“Nasdaq”) on June 1, 2026 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission (the “Commission”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall also cover any additional shares of Fold Holding, Inc.’s (the “Registrant”) common stock, par value $0.0001 per share (the “Common Stock”), that become issuable under the Fold Holdings, Inc. 2025 Incentive Award Plan (the “Incentive Plan”) and the Fold Holdings, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration or conversion of the Registrant’s Common Stock which would increase the number of outstanding shares of Common Stock.<br/><br/>Represents shares of Common Stock reserved for issuance under the Registrant’s ESPP as a result of the annual evergreen increase under the ESPP.<br/><br/>Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.96, the average of the high and low prices of shares of Common Stock on Nasdaq on June 1, 2026 (such date being within five business days of the date that this Registration Statement was filed with the Commission).<br/>