Fold Holdings Inc美股招股说明书(2025-07-28版)

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 (No. 333-286294).Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2025 (the “CurrentReport”). 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 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,” 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, to read about factors you should Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representationto the contrary is a criminal offense. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K 11201 North Tatum Blvd., Suite 300, Unit 42035Phoenix, Arizona 85028 Title of Each ClassTrading Symbol(s)Name of Each Exchange on WhichRegistered shareWarrants, each whole warrant exercisablefor one share of common stock at anexercise price of $11.50 per shareFLDDWNasdaq Capital MarketIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ August 2025; (iii) a general release of claims by Ms. Goncalves in favor of the Company and its affiliates; and (iv) certain restrictive covenants applicable to Ms. Goncalves, including nondisclosure and non-disparagement requirements, as well as anobligation not to solicit employees or other service providers of the Company for a period of 12 months. Cover Page Interactive Data File (embedded within the Inline XBRL document). -3- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned hereunto duly authorized.FOLD HOLDINGS, INC.By:/s/ Will ReevesName:Will Reeves Compliance;WHEREAS, effective July 11, 2025, Employee’s employment with Company has been terminated(hereinafter referred to as the “Termination Date”); andWHEREAS, Company and Employee do not anticipate that there will be any disputes between them or NOW, THEREFORE, it is hereby agreed that:1.Payment Upon Termination. Employee acknowledges that Company has paid Employee, on theTermination Date, (i) all unpaid base salary accrued up to the Termination Date, (ii) all accrued but unusedpaid time off or vacation, and (iii) all unreimbursed business expenses. Employee further acknowledges thatEmployeeis not owed any additional compensation,benefits,or payment by virtue of Employee’semployment, or termination of employment, except as provided herein or pursuant to any benefit plans inwhich Employee has participated.2.Severance Benefit.In exchange for the general release of claims and other good and valuableconsideration,Company agrees to pay and provide to Employee the following Severance Benefit:($36,666.66).The Severance Benefit will be paid in a lump sum after the full execution of this Agreement.Company will deduct normal withholdings for federal and state income taxes and payroll taxes from theSeverance Benefit. Employee acknowledges that the Severance Benefit is in addition to any compensation Thereafter, Employee will be entitled to apply for continuation of health benefits under COBRA.Thecompany will cover 1 month of COBRA premiums for August 1-August 31, 2025. As of September 1, under separate cover.This Agreement will not be effective until the expiration of the seven-day revocationperiod described below.3.General Release of Claims.Employee,for him/herself,his/her agents,attorneys,heirs,administrators, executors, representatives, assigns, and anyone acting or claiming to act on his/her or theirjoint or several behalf, hereby waives, releases, and forever discharges Company, its subsidiaries, businessunits, affiliates, parent companies, predecessors, successors, and its respective officers, directors, employees,agents, and legal counsel (collectively, the “Released Parties”) from any and all claims, causes of action,demands, damages, costs, expenses, liabilities, grievances, or other losses, whether known or unknown,suspected