Fold Holdings Inc美股招股说明书(2025-04-11版)

Fold Holdings, Inc.49,161,055 Shares of Common Stock 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 pershare (“Common Stock”), issued in connection with the Business Combination (as defined below), by certain of theselling securityholders named in this prospectus (each a “Selling Securityholder” and, collectively, the “SellingSecurityholders”), (ii) up to 12,434,658 shares of Common Stock that are issuable upon the exercise of 12,434,658warrants (the “Public Warrants”) originally issued in the initial public offering of Emerald (as defined below) (the“Emerald IPO”), by the holders thereof, (iii) the issuance by us and resale of 2,950,972 shares of common stockreserved for issuance upon the settlement of restricted stock units, (iv) the resale of 680,000 shares of CommonStock issued in connection with the Polar Transaction (as defined below), (v) the resale of 2,617,500 shares ofCommon Stock assigned to unaffiliated third parties by FTAC Emerald (as defined below) pursuant to non-redemption agreements in connection with the Business Combination, (vi) up to 1,959,047 shares of Common Stockthat are issuable upon the exercise of the SPV Series A Warrants (as defined below), (vii) up to 869,565 shares ofCommon Stock issued upon the exercise of the SPV Series C Warrants (as defined below), (viii) the resale of750,000 shares of our Common Stock issued in a private placement to SATS Credit Fund (as defined below), (ix)the issuance and resale of up to 3,702,360 shares of Common Stock issuable upon conversion of the SATS Note (asdefined below), and (x) up to 925,590 shares of Common Stock that are issuable upon the exercise of the SATSWarrant (as defined below). On February 14, 2025, we consummated the transactions contemplated by that certain Agreement and Planof Merger, dated as of July 24, 2024 (the “Merger Agreement”), with Emerald, EMLD Merger Sub, Inc., a Delawarecorporation and a wholly owned subsidiary of Emerald (“Merger Sub”), and Fold, Inc., a Delaware corporation(“Legacy Fold”). As contemplated by the Merger Agreement, Merger Sub merged with and into Legacy Fold (the“Merger”), the separate corporate existence of Merger Sub ceased and Legacy Fold survived as a wholly ownedsubsidiary of Emerald (collectively, the “Business Combination”). Following the closing of the BusinessCombination, 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 Stockconstituting approximately 105% of our issued and outstanding shares of Common Stock and approximately 387%of our issued and outstanding shares of Common Stock held by non-affiliates and (b) 925,590 Warrants constitutingapproximately 6.13% of our issued and outstanding Warrants. Sales of a substantial number of our shares ofCommon Stock and/or Warrants in the public market by the Selling Securityholders and/or by our other existingsecurityholders, or the perception that those sales might occur, could depress the market price of our shares ofCommon Stock and Warrants and could impair our ability to raise capital through the sale of additional equitysecurities. We are unable to predict the effect that such sales may have on the prevailing market price of our sharesof Common Stock and Warrants. The sale of all the securities being offered in this prospectus could result in a significant decline in thepublic trading price of our securities. Despite such a decline in the public trading price, some of the SellingSecurityholders may still experience a positive rate of return on the securities they purchased due to the differencesin the purchase prices. Based on the closing price of our Common Stock of $4.28 on April 9, 2025, the Sponsorsmay experience potential profit of up to $4.277 per share (or approximately $20,818,901 in the aggregate based onthe Sponsors holding 4,867,641 founder shares) based on the Sponsors’ initial purchase price of approximately$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 Subscription Agreement”), dated as of January 3, 2024, entered into by and among us, Emerald ESGSponsor, 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 andrestated registration rights agreement, dated as of February 14, 2025 (the “Registration Rights Agreement”), enteredinto by and among us, Emerald ESG Sponsor, LLC, Emerald ESG Advisors, LLC and the other parties list