Fold sold 832 BTC and seeks up to 1-for-50 reverse split

Fold sold 832 Bitcoin in the first half of 2026 and has asked shareholders for authority to carry out a reverse stock split of between 1-for-2 and 1-for-50 to address Nasdaq’s $1 minimum bid price.

In an Aug. 11 filing, Fold disclosed it sold 200 BTC for $14.4 million in February and 632 BTC for $44.7 million in June. From the June proceeds, the company used $20 million to repay a Bitcoin-backed credit facility and kept about $24.7 million in cash. The filing also states that Fold returned 500 BTC to an investor when an earlier note was extinguished; that transfer did not produce sale proceeds and is separate from the 832 BTC sold.

As of June 30, Fold held 194 BTC in an investment treasury valued at $11.4 million and 77 BTC in a rewards treasury valued at $4.5 million. The filing says the rewards treasury is matched to a Bitcoin-denominated customer liability and that the two BTC holdings are not economically interchangeable. Fold reported $28.4 million in cash and cash equivalents at the end of the quarter.

Fold reported a $15.6 million operating loss for the first half of 2026. To raise liquidity during the period, the company sold about 5.82 million shares under an equity facility for roughly $7.5 million. The filing does not outline a detailed plan for covering future operating needs beyond potential equity issuances or further use of its investment treasury.

A reverse split would combine existing shares into fewer shares and raise the nominal per-share price without issuing new shares, selling assets or adding cash to the balance sheet. The filing notes a reverse split could restore Nasdaq bid-price compliance if shareholders approve and management selects and implements a ratio, but it would not generate operating cash.

Nasdaq notified Fold on July 14 that the company’s shares had closed below the exchange’s $1 minimum for 30 consecutive business days. The notice provides an initial cure period through Jan. 11, 2027. To regain compliance, Fold must have its shares close at or above $1 for at least 10 consecutive business days or meet any additional conditions Nasdaq may set. The deficiency notice is not a delisting and has not triggered contract provisions tied to an actual loss of listing.

The filing discloses a contractual risk tied to a February investor note. Under the note’s terms, a confirmed delisting would be an event of default on a $13 million note. The current Nasdaq deficiency notice has not been treated as a delisting and therefore has not triggered that default provision.

Fold’s shareholder vote will decide whether the company has authority to execute a reverse split within the requested range. If approved, management would still need to select a specific ratio and implement the split. The company has not provided a timeline for any potential split or presented a detailed funding plan to address its ongoing operating losses.