Fold Holdings Inc美股招股说明书(2025-06-17版)

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 or amended from time to time, the “Prospectus”), which forms a part ofour registration statement on Form S-1 (No. 333-286294). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with theSecurities and Exchange Commission on June 17, 2025 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, theProspectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between theinformation in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the symbols “FLD” and “FLDDW,” respectively. The last reported sales price of our Common Stockand Warrants on the Nasdaq Stock Market LLC on June 16, 2025 were $4.71 per share of Common Stock and $0.78 per Warrant. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus and other risk factors contained in the documents incorporatedby reference therein, to read about factors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplementor the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 17, 2025. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the SecuritiesExchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01 Entry into a Material Definitive Agreement. Equity Purchase Facility Agreement On June 16, 2025, Fold Holdings, Inc. (the “Company”) entered into an Equity Purchase Facility Agreement (the “Facility”) with an unrelated third party accredited investor (the“Investor”), pursuant to which the Investor committed to purchase, subject to certain conditions and limitations, up to $250,000,000 (the “Commitment”) in newly issued shares (the “Shares”) of theCompany’s common stock, par value $0.0001 per share (the “Common Stock”). Pursuant to the terms and subject to the conditions of the Facility, at any time until the Facility is terminated, the Company, in its sole discretion, has the right, but not the obligation, toissue and sell to the Investor, and the Investor must subscribe for and purchase from the Company, Shares (“Advance Shares”) by the delivery to the Investor of Advance Notices (as defined below).The Company must, in its sole discretion, select the number of Advance Shares, not to exceed the Maximum Advance Amount (as defined in the Facility), it desires to issue and sell to the Investor ineach Advance Notice and the time it desires to deliver each written notice to the Investor setting forth the number of Shares the Company desires to issue and sell to the Investor (each, an “AdvanceNotice”). There is no mandatory minimum Advance (as defined in the Facility) and the Company is under no obligation to deliver any Advance Notice or to draw upon the Commitment, there are nonon-usage fees for not utilizing the Commitment or any part thereof, and the Company paid no upfront commitment fee to the Investor for the right to deliver any Advance Notices. In each Advance Notice, the Company must select either a Regular Purchase Prici