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    SEC Form 424B3 filed by Fold Holdings Inc.

    5/5/25 9:46:39 PM ET
    $FLD
    Finance: Consumer Services
    Finance
    Get the next $FLD alert in real time by email
    424B3 1 ea0241000-424b3_foldhold.htm PROSPECTUS SUPPLEMENT

    Filed pursuant to Rule 424(b)(3)

    SEC File No. 333-286294

     

    PROSPECTUS SUPPLEMENT NO. 2

    (to Prospectus dated April 11, 2025)

     

    Fold Holdings, Inc.

     

    49,161,055 Shares of Common Stock

    925,590 SATS Warrants to Purchase Shares of Common Stock

    12,434,658 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 of our Registration Statement on Form S-1 (Registration 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, amend and supplement the information included in the Prospectus with information contained in our Current Report on Form 8-K filed with the SEC on May 5, 2025, which is set forth below.

     

    This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

     

    Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “FLD” and “FLDDW,” respectively. On May 5, 2025, the closing prices for our Common Stock and Warrants on the Nasdaq Stock Market LLC were $4.18 per share of Common Stock and $0.61 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 incorporated by reference therein for a discussion of information that should be considered in connection with an investment in our securities.

     

    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

     

     

     

    The date of this prospectus supplement is May 5, 2025

     

     

     

     

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported) April 21, 2025

     

    Fold Holdings, Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-41168   86-2170416
    (State or other jurisdiction
    of incorporation)
      (Commission File Number)   (IRS Employer
    Identification No.)

     

    11201 North Tatum Blvd., Suite 300, Unit 42035
    Phoenix, Arizona
     
      85028
    (Address of principal executive offices)   (Zip Code)

     

    (866) 365-3277

    Registrant’s telephone number, including area code

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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:

     

    Title of each class   Trading Symbol(s)    Name of each exchange on which registered 
    Common stock, par value $0.0001 per share   FLD   Nasdaq Capital Market
    Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share   FLDDW   Nasdaq Capital Market

     

    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 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 extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

     

     

     

     

     

      

    Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

     

    On May 5, 2025, Fold Holdings, Inc. (“Fold” or the “Company”) announced the appointment of Matthew McManus as the Company’s Chief Operating Officer, effective as of April 21, 2025. In this role, he will serve as the Company’s principal operating officer until his successor is duly elected and qualified or until the earlier of his death, resignation or removal.

     

    As the Chief Operating Officer of the Company, Mr. McManus, age 36, will work with senior management to oversee Fold’s day-to-day operations and facilitate the execution of the Company’s strategic plans. Prior to joining Fold in connection with his appointment as Chief Operating Officer, Mr. McManus worked in various product roles at Unchained Capital, Inc. from May 2021 to April 2025, most recently as Chief Product Officer, leading the company’s product strategy, development, and execution. Before Unchained, Mr. McManus worked with some of the world’s biggest brands, including Twitter, Capital One, PBS & PBS KIDS, National Geographic, and Marriott. Mr. McManus earned his Bachelor of Science in Information Science, Systems and Technology from the College of Engineering at Cornell University.

     

    In connection with his position, it is expected that Mr. McManus will receive an annual base salary of $360,000 plus the ability to earn a bonus of up to 50% of such base salary per year, in each case less applicable withholdings and deductions. In addition, the Company expects to grant Mr. McManus an award of restricted stock units covering shares of the Company’s common stock under the Company’s 2025 Incentive Award Plan with standard vesting terms. The terms of Mr. McManus’s compensation package have not been finalized at this time but will be established by the Compensation Committee of the Company’s Board of Directors. The Company will file an amendment to this Current Report on Form 8-K disclosing the material compensation terms when finalized.

     

    Mr. McManus has entered into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2025.

     

    Mr. McManus is the brother-in-law of Wolfe Repass, the Company’s Chief Financial Officer. There is no arrangement or understanding between Mr. McManus and any other person pursuant to which he was selected as an officer of the Company. In light of the familial relation between Mr. McManus and Mr. Repass and the amount of Mr. McManus’s anticipated compensation being in excess of $120,000, the Audit Committee of the Company’s Board of Directors has reviewed and approved Mr. McManus’s appointment as a related person transaction pursuant to the Company’s Related Person Transaction Policy and Procedures.

     

    Item 7.01 Regulation FD Disclosure.

     

    A copy of the Company’s press release, dated May 5, 2025, announcing the appointment of Mr. McManus as Chief Operating Officer is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

     

    The information contained in Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d)The following exhibits are being filed herewith:

     

    Exhibit No.

      Description
    99.1   Press release of the Company, dated May 5, 2025.
    104   Cover Page Interactive Data File (formatted as Inline XBRL).

     

    1

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      Fold Holdings, Inc.
    Date: May 5, 2025    
      By: /s/ Will Reeves
        Will Reeves
        Chief Executive Officer

     

    2

     

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