Fold Holdings Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number001-41168 FOLD HOLDINGS, INC.(Exact Name of Registrant as Specified in Its Charter) (866)365-3277(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirement for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the registrant’s voting securities held by non-affiliates was approximately $51.3million, based on the number of shares held by non-affiliates and the last reported sales price of the registrant’s Class A common stock as of that date. As of March 28, 2025, there were46,888,876shares of common stock of the registrant issued and outstanding. Documents Incorporated by Reference:None. INTRODUCTORY NOTE FTAC Emerald Acquisition Corp. (“FTAC Emerald” or “EMLD”) was originally incorporated in Delaware on February 19, 2021 as aspecial purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stockpurchase, reorganization, or other similar business combination with one or more businesses. On December 20, 2021, FTAC Emerald consummated an initial public offering, or IPO, following which their units began trading onthe Nasdaq Global Market, or the Nasdaq, and upon separation, their Class A common stock and warrants began trading on theNasdaq. On July 24, 2024, FTAC Emerald and Fold, Inc. (“Fold”) announced that they entered into an Agreement and Plan of Merger (the“Merger Agreement”) by and among FTAC Emerald, EMLD Merger Sub Inc., a wholly-owned subsidiary of the Company (“MergerSub”), and Fold, pursuant to which, among other things, Merger Sub will be merged with and into Fold with Fold surviving the mergeras a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the MergerAgreement, the “Transactions”). On February 14, 2025, we consummated the previously announced merger pursuant to that certain Agreement and Plan of Merger,dated as of July 24, 2024, or the Merger Agreement, by and among EMLD, EMLD Merger Sub Inc., a Delaware corporation and adirect wholly-owned subsidiary of EMLD, or Merger Sub, and Fold, Inc., a Delaware corporation