福尔德控股有限公司美股招股说明书(2025-05-15版)

This prospectus supplement updates, amends and supplements the prospectus dated April 11, 2025 (as supplemented or amended 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 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,except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the 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 these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representationto the contrary is a criminal offense. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF Fold Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) ( State or other jurisdiction ofincorporation or organization) Phoenix, AZ85028(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (866) 365-3277 Symbol(s)Name of each exchange on which registeredCommon stock, par value $0.0001 per shareFLD CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSFINANCIAL INFORMATIONUnaudited Financial StatementsCondensed Balance SheetsCondensed Statements of Operations Controls and ProceduresOTHER INFORMATION 1,0205,836,882 Balance at January 1, 2025 -----0)Reverse recapitalization, net of(10,204,880)(1,020)39,163,7833,916173,821,544-173,824,44Share based compensation expense----5,170,275-5,170,275Exercise of Series B warrants--500,00050(50)-Issuance of March 2025 ClosingShares and Warrants--750,000759,569,109-9,569,184 The accompanying notes are an integral part of these condensed financial statements.7 Fold Holdings, Inc.Condensed Statements of Cash Flows(Unaudited) Three Months Ended March 31,20252024Cash flows from operating activities$(48,879,200)$(945,046)Adjustments to reconcile net loss to net cash used in operating activities:Amortization expense91,071 Amortization of debt discount525,921Change in fair value of SAFEs6,503,113Share-based compensation expense5,170,275 Cash flows from investing activitiesPurchases of digital assets(1,562,973)(441,467)Proceeds from sales of digital assets-Payments for capitalized software development costs(266,221)(171,134) Proceeds from recapitalization804,600Payments of deferred IPO costs(652,013)Proceeds received from SAFE financings-Net cash provided by financing activities152,587 Cash and cash equivalents, end of period Non-cash investing and financing activities Distributions of digital assets to fulfill customer reward redemptions714,802Distributions of digital assets to satisfy other current liabilities1,012 The accompanying notes are an integral part of these condensed financial statements.Proceeds from convertible debt received in digital assets - related party43,965,525Distributions of digital assets for prepaid interest - related party2,313,975 Notes to Unaudited Condensed Financial Statements1. ORGANIZATION AND DESCRIPTION OF BUSINESSBackground and Business Combination access to bitcoin through a comprehensive suite of consumer financial services. The Company was formed with the purpose ofcreating a modern financial services platform that allows customers to earn, accumulate, and utilize bitcoin in their everyday life. The Company offers consumers an FDIC insured checking account through Sutton Bank, a prepaid Visa debit card, bill payments,and an extensive catalog of merchant reward offers. The Company also offers various forms of bitcoin buying and selling with low-to-zero fees, instant withdrawals, and insured custody. By integrating bitcoin across traditional financial services, the Company acts The Company was originally incorporated in the state of Delaware as Fold, Inc. on August 20, 2019. On July 24, 2024, Fold, Inc.entered into a definitive agreement (the "Merger Agreement") with FTAC Emerald Acquisition Corp. (“FTAC Emerald”), apublicly-traded special purpose acquisition company, providing for a proposed business combination (the "Merger"). Theregistration statement for the Merger was declared effective by the SEC on January 23, 2025, the Merger was approved by FTAC’sshareholders on February 13, 2025, and the business combination was finalized on Feb