S-8 EX-FILING FEES 0001889123 Fees to be Paid Fees to be Paid N/A 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 xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

Fold Holdings, Inc.

Table 1: Newly Registered Securities

                                       
Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                       
Equity   Common stock, par value $0.0001 per share, reserved for future issuance under the Registrant's 2025 Incentive Award Plan   (1)   Other   2,420,963   $ 0.96   $ 2,324,124.48   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   (2)   Other   484,193   $ 0.96   $ 464,825.28   0.0001381   $ 64.19
                                       
Total Offering Amounts:   $ 2,788,949.76         385.15
Total Fee Offsets:                
Net Fee Due:             $ 385.15

 

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Offering Note(s)

(1) 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.

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.

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”).
(2) 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.

Represents shares of Common Stock reserved for issuance under the Registrant’s ESPP as a result of the annual evergreen increase under the ESPP.

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).