Fold Holdings Inc美股招股说明书(2025-06-17版)

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported): June 16, 2025Fold Holdings, Inc.(Exact name of registrant as specified in its charter)001-41168(State or other jurisdictionof incorporation)(Commission File Number)2942 North 24th Street, Suite 115, #42035Phoenix, Arizona(Address of principal executive offices)(Zip Code)(866) 365-3277Registrant’s telephone number, including area code11201 North Tatum Blvd., Suite 300, Unit 42035Phoenix, Arizona 85028(Former name or former address, if changed since last report)Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligationof the registrant under any of the following provisions: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: Identification No.)85016 86-2170416(IRS Employer ☐☐☐☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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 extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.☐Item 1.01 Entry into a Material Definitive Agreement.Equity Purchase Facility AgreementOn 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 Investorcommitted to purchase, subject to certain conditions and limitations, up to $250,000,000 (the “Commitment”) innewly issued shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “CommonStock”).Pursuant to the terms and subject to the conditions of the Facility, at any time until the Facility is terminated, theCompany, in its sole discretion, has the right, but not the obligation, to issue and sell to the Investor, and theInvestor must subscribe for and purchase from the Company, Shares (“Advance Shares”) by the delivery to theInvestor of Advance Notices (as defined below). The Company must, in its sole discretion, select the number ofAdvance Shares, not to exceed the Maximum Advance Amount (as defined in the Facility), it desires to issue andsell to the Investor in each Advance Notice and the time it desires to deliver each written notice to the Investorsetting 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 noobligation to deliver any Advance Notice or to draw upon the Commitment, there are no non-usage fees for not utilizing the Commitment or any part thereof, and the Company paid no upfront commitment fee to the Investorfor the right to deliver any Advance Notices.In each Advance Notice, the Company must select either a Regular Purchase Pricing Period or an AcceleratedPurchase Pricing Period (each as defined in the Facility), with the (i) price per Advance Share during a RegularPurchase Pricing Period being ninety-seven percent (97%) multiplied by (A) if no Excluded Day exists during therelevant Pricing Period, then the lowest Daily VWAP of the Common Shares during the relevant Pricing Period;(B) if an Excluded Day exists during the relevant Pricing Period, then the lower of (1) the lowest price theCommon Shares traded during the relevant Pricing Period, and (2) the lowest Daily VWAP of the CommonShares during the relevant Pricing Period (the Pricing Period includes any Excluded Day during the relevantPricing Period); and (ii) the price per Advance Share during an Accelerated Purchase Pricing Period being ninety-two percent (92%) multiplied by the Daily VWAP or Hourly VWAP, as applicable, of the Common Sharesduring the applicable Pricing Period (as each such term is defined in the Facility). The Company may also specifya minimum acceptable price per Advance Share in each Advance Notice that it delivers to the Investor.The Company will control the timing and amount of any sales of Advance Shares to the Investor. Actual sales ofShares under the Facility will depend on a variety of factors to be determined by the Company from time to time,which may include, without limitation, market conditions, the trading price of