福尔德控股有限公司美股招股说明书(2025-09-11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 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 theProspectus. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the informationcontained in accompanying supplemental disclosure (the “Supplemental Disclosure”). The Supplemental Disclosure is intended toreplace, in its entirety, the “Selling Securityholders” section beginning on page 113 of the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the informationin 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 Stock and Warrants on the Nasdaq Stock Market LLC on September 10,2025 were $3.44 per share of Common Stock and $0.455 per Warrant. 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 shouldconsider before buying our securities. 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. The date of this prospectus supplement is September 11, 2025. SELLING SECURITYHOLDERS This prospectus relates to (i) the resale of 34,706,021 shares of our common stock issued in connection with the BusinessCombination by certain of the Selling Securityholders, (ii) the resale of 12,434,658 shares of Common Stock that are issuable uponthe exercise of warrants originally issued in the initial public offering of Emerald, (iii) the issuance by us and resale of 2,950,972shares of Common Stock reserved for issuance upon the settlement of restricted stock units, (iv) the resale of 680,000 shares ofCommon Stock issued in connection with the Polar Transaction by certain of the Selling Securityholders, (v) the resale of2,617,500 shares of Common Stock assigned to unaffiliated third parties by FTAC Emerald (as defined below) pursuant to non-redemption agreements in connection with the Business Combination, (vi) the issuance and resale of up to 1,959,047 shares ofCommon Stock that are issuable upon the exercise of the SPV Series A Warrants, (vi) the issuance and resale of up to 869,565 shares of Common Stock that are issuableupon the exercise of the SPV Series C Warrants, (vii) the resale of 750,000 shares of Common Stock issued in a private placementto SATS Credit Fund, (viii) the issuance by us and resale of 3,702,360 shares of Common Stock issuable upon conversion of theSATS Note, and (ix) the issuance and resale of up to 925,590 shares of Common Stock that are issuable upon the exercise of theSATS Warrants. The following table sets forth, as of the date of this prospectus, the names of the Selling Securityholders, and the aggregatenumber of shares of Common Stock and warrants that the Selling Securityholders may offer pursuant to this prospectus. The tabledoes not include the issuance by us and resale of 2,950,972 shares of Common Stock reserved for issuance upon the settlement ofrestricted stock units, which is also covered by this prospectus. Unless otherwise noted, the address of each Selling Securityholder is c/o Fold Holdings, Inc., 11201 North Tatum Blvd.,Suite 300, Unit 42035, Phoenix, AZ 85028. Percentage ownership is based on 46,888,876 shares of Common Stock and 15,099,378Warrants outstanding as of March 28, 2025. (4)This number represents the number of shares of Common Stock beneficially owned by this Selling Securityholder as of March 28, 2025 aftergiving effect to the Maximum Percentage (as defined below). Under the terms of the SPV Initial Note and the SPV Warrants, a SellingSecurityholder may not convert the SPV Notes or exercise the SPV Warrants to the extent such Selling Securityholder or any of itsaffiliates would beneficially own a number of shares of our Common Stock which would exceed 9.99% (the “M