福尔德控股有限公司美股招股说明书(2025-05-15版)

PROSPECTUS SUPPLEMENT NO. 3(to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock925,590 SATS Warrants to Purchase Shares of Common Stock12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated April 11, 2025 (as supplemented oramended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No.333-286294). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus withinformation contained in our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read inconjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “FLD” and“FLDDW,” respectively. On May 14, 2025, the closing prices for our Common Stock and Warrants on the Nasdaq Stock Market Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectusand other risk factors contained in the documents incorporated by reference therein for a discussion of information that Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation The date of this prospectus supplement is May 15, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSION Fold Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware( State or other jurisdiction ofincorporation or organization)11201 North Tatum Blvd., Suite 300, Unit 42035 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the As of May 15, 2025, the registrant had 46,382,470 shares of common stock, $0.0001 par value per share, outstanding. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS PART I.FINANCIAL INFORMATION Item 1.Unaudited Financial Statements Condensed Balance Sheets Condensed Statements of Operations Condensed Statements of Stockholders Equity (Deficit) Condensed Statements of Cash Flows Notes to Unaudited Condensed Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART II.OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.Exhibits and Financial Statement SchedulesSignatures CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Fold Holdings, Inc. (“Fold,” the “Company,” “we,” “our,” and“us”) contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements ofhistorical facts contained in this Quarterly Report, including statements regarding our future results of operations or financialcondition, business strategy and