bad fold
he could hold AQ, in which case he has gutshot + two overcards and hit his queen on the turn
you also have outs against ANY hand, you tie AK if a king peels off

if you're behind some hands, and ahead of others, why would you not call getting 3-to-1? you'd have to be pretty certain that he has a strong hand to make that fold

let's make a range
88+, AQ+

against this tight range you're 36% and you have the odds to call