Fold Holdings Inc美股招股说明书(2025-04-11版)

925,590 SATS Warrants to Purchase Shares of Common Stock12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus relates to (i) the resale of 34,706,021 shares of our common stock, $0.0001 par value per share (“CommonStock”), issued in connection with the Business Combination (as defined below), by certain of the selling securityholders named inthis prospectus (each a “Selling Securityholder” and, collectively, the “Selling Securityholders”), (ii) up to 12,434,658 shares ofCommon Stock that are issuable upon the exercise of 12,434,658 warrants (the “Public Warrants”) originally issued in the initial publicoffering of Emerald (as defined below) (the “Emerald IPO”), by the holders thereof, (iii) the issuance by us and resale of 2,950,972shares of common stock reserved for issuance upon the settlement of restricted stock units, (iv) the resale of 680,000 shares ofCommon Stock issued in connection with the Polar Transaction (as defined below), (v) the resale of 2,617,500 shares of CommonStock assigned to unaffiliated third parties by FTAC Emerald (as defined below) pursuant to non-redemption agreements in connectionwith the Business Combination, (vi) up to 1,959,047 shares of Common Stock that are issuable upon the exercise of the SPV Series AWarrants (as defined below), (vii) up to 869,565 shares of Common Stock issued upon the exercise of the SPV Series C Warrants (asdefined below), (viii) the resale of 750,000 shares of our Common Stock issued in a private placement to SATS Credit Fund (asdefined below), (ix) the issuance and resale of up to 3,702,360 shares of Common Stock issuable upon conversion of the SATS Note(as defined below), and (x) up to 925,590 shares of Common Stock that are issuable upon the exercise of the SATS Warrant (as definedbelow). On February 14, 2025, we consummated the transactions contemplated by that certain Agreement and Plan of Merger, datedas of July 24, 2024 (the “Merger Agreement”), with Emerald, EMLD Merger Sub, Inc., a Delaware corporation and a wholly ownedsubsidiary of Emerald (“Merger Sub”), and Fold, Inc., a Delaware corporation (“Legacy Fold”). As contemplated by the MergerAgreement, Merger Sub merged with and into Legacy Fold (the “Merger”), the separate corporate existence of Merger Sub ceased andLegacy Fold survived as a wholly owned subsidiary of Emerald (collectively, the “Business Combination”). Following the closing ofthe Business Combination, Emerald changed its name from FTAC Emerald Acquisition Corp. to Fold Holdings, Inc. (“Fold”). The Selling Securityholders can sell, under this prospectus, up to (a) 49,161,055 shares of Common Stock constitutingapproximately 105% of our issued and outstanding shares of Common Stock and approximately 387% of our issued and outstandingshares of Common Stock held by non-affiliates and (b) 925,590 Warrants constituting approximately 6.13% of our issued andoutstanding Warrants. Sales of a substantial number of our shares of Common Stock and/or Warrants in the public market by theSelling Securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could depress themarket price of our shares of Common Stock and Warrants and could impair our ability to raise capital through the sale of additionalequity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our shares of CommonStock and Warrants. The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price ofour securities. Despite such a decline in the public trading price, some of the Selling Securityholders may still experience a positiverate of return on the securities they purchased due to the differences in the purchase prices. Based on the closing price of our CommonStock of $4.28 on April 9, 2025, the Sponsors may experience potential profit of up to $4.277 per share (or approximately $20,818,901in the aggregate based on the Sponsors holding 4,867,641 founder shares) based on the Sponsors’ initial purchase price ofapproximately $0.003 per share. Public securityholders may not be able to experience the same positive rates of return on securitiesthey purchase due to the low price at which the Sponsors purchased the founder shares. We are registering the resale of shares of Common Stock as required by a subscription agreement (the “Polar SubscriptionAgreement”), dated as of January 3, 2024, entered into by and among us, Emerald ESG Sponsor, LLC, Emerald ESG Advisors, LLC,Emerald ESG Funding, LLC and Polar. We are also registering the resale of shares of Common Stock and warrants as required by an amended and restatedregistration rights agreement, dated as of February 14, 2025 (the “Registration Rights Agreement”), entered into by and among us,Emerald ESG Sponsor, LLC, Emerald ESG Advisors, LLC and the other parties listed on the signature pages thereto. We are also re