Fold Holdings Executes A Series Of Strategic Capital Transactions; The Transactions Resulted In The Extinguishment Of Two Convertible Note Obligations With A Combined Principal Value Of $66.3M

Fold Holdings, Inc. (NASDAQ:FLD) ("Fold" or the "Company"), a bitcoin financial services company making it easy for individuals to earn, save, and spend bitcoin through everyday financial tools, today announced the successful execution of a series of strategic capital transactions designed to bolster its financial flexibility, simplify its balance sheet, and position the company for its next phase of growth, including the anticipated launch and scaling of the Fold Credit Card.

The restructuring achieves several critical objectives for the company:

• Simplified, Flexible Capital Structure. These transactions resulted in the extinguishment of two convertible note obligations with a combined principal value of $66.3 million. The company now operates with no convertible notes outstanding, eliminating the complex restrictive covenants, consent requirements, and execution friction associated with those previous instruments. This simplification restores greater operational and financing flexibility.
• Stronger Balance Sheet. 521 of the Company's bitcoin were released as collateral pursuant to these transactions. These assets can now be strategically leveraged to support operational expenses, credit card warehouse and reserve requirements, or to secure more favorable future financing arrangements.
• Significant Reduction in Potential Share Dilution. The extinguishment of the convertible notes was accomplished primarily through non-dilutive means and has resulted in the removal of an estimated 8.0 to 10.0 million shares from the fully diluted share count, including potential shares issued to cover future interest payments.