DeFi Development Corp美股招股说明书(2025-11-03版)

Up to 9,953,543 Shares of Common Stock Offered by Selling Stockholders This prospectus covers the offer and potential resale by certain selling stockholders (“Selling Stockholders”) identified herein of (i)4,171,907 shares of our common stock, par value $0.00001 per share (“Common Stock”) and (ii) 5,781,636 shares of Common Stockissuable upon the exercise of pre-funded warrants at an exercise price of approximately $0.0001 per share (“Pre-Funded Warrants”),issued by us in a private placement to the Selling Stockholders. We are registering the shares on behalf of the Selling Stockholders to be offered and sold by it from time to time. We are not sellingany securities under this prospectus and will not receive any proceeds from the sale of Common Stock by the Selling Stockholderspursuant to this prospectus. The Selling Stockholders may offer and sell such shares to or through one or more underwriters, dealersand agents, or directly to purchasers, or through a combination of these methods or any other method permitted by law. See “Plan ofDistribution” for more information about how the Selling Stockholders may sell or otherwise dispose of such shares. Our registrationof these shares does not mean that the Selling Stockholders will offer or sell any shares of our Common Stock. Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol “DFDV”. On October 13, 2025, the lastreported sale price of our Common Stock was $16.15. The applicable prospectus supplement, if any, will contain information, whereapplicable, as to any other listing, if any, on The Nasdaq Capital Market or any securities market or other securities exchange of thesecurities covered by the prospectus supplement. Prospective purchasers of our securities are urged to obtain current information as tothe market prices of our securities, where applicable. We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and a “smallerreporting company” as that term is defined in Item 10(f)(1) of Regulation S-K, and as such, have elected to comply with certainreduced public company reporting requirements for the registration statement of which this prospectus forms a part and future filings.See “Prospectus Summary — Implications of Being an Emerging Growth Company”, “Prospectus Summary — Implications of Being aSmaller Reporting Company” and “Risk Factors — Risks Related to this Offering and Ownership of Our Common Stock.” Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. We urgeyou to read the entire prospectus, any amendments or supplements, any free writing prospectuses, and any documentsincorporated by reference carefully before you make your investment decision. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus for adiscussion of certain risks that you should consider in connection with an investment in our securities. The date of this prospectus is November 2, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATAiiiTRADEMARKSiiiPROSPECTUS SUMMARY1THE OFFERING5RISK FACTORS6BUSINESS13USE OF PROCEEDS17SELLING STOCKHOLDERS18DIVIDEND POLICY21DIRECTORS AND EXECUTIVE OFFICERS22SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT26PLAN OF DISTRIBUTION31LEGAL MATTERS35EXPERTS35CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM35WHERE YOU CAN FIND MORE INFORMATION35INCORPORATION OF CERTAIN INFORMATION BY REFERENCE36 ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or in any applicable prospectus supplement prepared by us or onour behalf. Neither we nor the Selling Stockholders have authorized anyone to provide any information or to make any representationsother than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we haveprepared. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. This prospectus is an offer to sell only the securities offered hereby and only undercircumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give anyinformation or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writingprospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction wherethe offer or sale is not permitted. You should assume tha