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    SEC Form D filed by Fold Holdings Inc.

    9/19/25 4:15:02 PM ET
    $FLD
    Finance: Consumer Services
    Finance
    Get the next $FLD alert in real time by email
    SEC FORM D

    The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
    The reader should not assume that the information is accurate and complete.

    UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    FORM D

    Notice of Exempt Offering of Securities

    OMB APPROVAL
    OMB Number: 3235-0076
    Estimated average burden
    hours per response: 4.00

    1. Issuer's Identity

    CIK (Filer ID Number) Previous Names
       None
    Entity Type
    0001889123
    FTAC Emerald Acquisition Corp.
    Emerald ESG Acquisition Corp
    Emerald ESG Acquisition Corp.
    X Corporation
       Limited Partnership
       Limited Liability Company
       General Partnership
       Business Trust
       Other (Specify)

    Name of Issuer
    Fold Holdings, Inc.
    Jurisdiction of Incorporation/Organization
    DELAWARE
    Year of Incorporation/Organization
       Over Five Years Ago
    X Within Last Five Years (Specify Year) 2021
       Yet to Be Formed

    2. Principal Place of Business and Contact Information

    Name of Issuer
    Fold Holdings, Inc.
    Street Address 1 Street Address 2
    2942 NORTH 24TH STREET SUITE 115, #42035
    City State/Province/Country ZIP/PostalCode Phone Number of Issuer
    PHOENIX ARIZONA 85016 (866) 365-3277

    3. Related Persons

    Last Name First Name Middle Name
    Reeves Will
    Street Address 1 Street Address 2
    2942 North 24th Street Suite 115, #42035
    City State/Province/Country ZIP/PostalCode
    Phoenix ARIZONA 85906
    Relationship: X Executive Officer X Director    Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Repass Wolfe
    Street Address 1 Street Address 2
    2942 North 24th Street Suite 115, #42035
    City State/Province/Country ZIP/PostalCode
    Phoenix ARIZONA 85906
    Relationship: X Executive Officer    Director    Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Goldwasser Lesley
    Street Address 1 Street Address 2
    2942 North 24th Street Suite 115, #42035
    City State/Province/Country ZIP/PostalCode
    Phoenix ARIZONA 85906
    Relationship:    Executive Officer X Director    Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Hill Kristin
    Street Address 1 Street Address 2
    2942 North 24th Street Suite 115, #42035
    City State/Province/Country ZIP/PostalCode
    Phoenix ARIZONA 85906
    Relationship:    Executive Officer X Director    Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Hohns Andrew
    Street Address 1 Street Address 2
    2942 North 24th Street Suite 115, #42035
    City State/Province/Country ZIP/PostalCode
    Phoenix ARIZONA 85906
    Relationship:    Executive Officer X Director    Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Kirkwood Jonathan
    Street Address 1 Street Address 2
    2942 North 24th Street Suite 115, #42035
    City State/Province/Country ZIP/PostalCode
    Phoenix ARIZONA 85906
    Relationship:    Executive Officer X Director    Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Simha Erez
    Street Address 1 Street Address 2
    2942 North 24th Street Suite 115, #42035
    City State/Province/Country ZIP/PostalCode
    Phoenix ARIZONA 85906
    Relationship:    Executive Officer X Director    Promoter

    Clarification of Response (if Necessary):


    Last Name First Name Middle Name
    Young Jr. Bracebridge H.
    Street Address 1 Street Address 2
    2942 North 24th Street Suite 115, #42035
    City State/Province/Country ZIP/PostalCode
    Phoenix ARIZONA 85906
    Relationship:    Executive Officer X Director    Promoter

    Clarification of Response (if Necessary):


    4. Industry Group

       Agriculture
    Banking & Financial Services
       Commercial Banking
       Insurance
       Investing
       Investment Banking
       Pooled Investment Fund
    Is the issuer registered as
    an investment company under
    the Investment Company
    Act of 1940?
       Yes    No
    X Other Banking & Financial Services
       Business Services
    Energy
       Coal Mining
       Electric Utilities
       Energy Conservation
       Environmental Services
       Oil & Gas
       Other Energy
    Health Care
       Biotechnology
       Health Insurance
       Hospitals & Physicians
       Pharmaceuticals
       Other Health Care
       Manufacturing
    Real Estate
       Commercial
       Construction
       REITS & Finance
       Residential
       Other Real Estate
      
    Retailing
      
    Restaurants
    Technology
       Computers
       Telecommunications
       Other Technology
    Travel
       Airlines & Airports
       Lodging & Conventions
       Tourism & Travel Services
       Other Travel
      
    Other

    5. Issuer Size

    Revenue Range OR Aggregate Net Asset Value Range
       No Revenues    No Aggregate Net Asset Value
       $1 - $1,000,000    $1 - $5,000,000
       $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
       $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
       $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
       Over $100,000,000    Over $100,000,000
    X Decline to Disclose    Decline to Disclose
       Not Applicable    Not Applicable

    6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

       Rule 504(b)(1) (not (i), (ii) or (iii))
       Rule 504 (b)(1)(i)
       Rule 504 (b)(1)(ii)
       Rule 504 (b)(1)(iii)
    X Rule 506(b)
       Rule 506(c)
       Securities Act Section 4(a)(5)
       Investment Company Act Section 3(c)
       Section 3(c)(1)    Section 3(c)(9)  
       Section 3(c)(2)    Section 3(c)(10)
       Section 3(c)(3)    Section 3(c)(11)
       Section 3(c)(4)    Section 3(c)(12)
       Section 3(c)(5)    Section 3(c)(13)
       Section 3(c)(6)    Section 3(c)(14)
       Section 3(c)(7)

    7. Type of Filing

    X New Notice Date of First Sale 2025-09-05    First Sale Yet to Occur
       Amendment

    8. Duration of Offering

    Does the Issuer intend this offering to last more than one year?
    X Yes    No

    9. Type(s) of Securities Offered (select all that apply)

    X Equity    Pooled Investment Fund Interests
       Debt    Tenant-in-Common Securities
       Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
       Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

    10. Business Combination Transaction

    Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
       Yes X No

    Clarification of Response (if Necessary):

    11. Minimum Investment

    Minimum investment accepted from any outside investor $0 USD

    12. Sales Compensation

    Recipient
    Recipient CRD Number    None
    Cohen & Company Securities, LLC 000104002
    (Associated) Broker or Dealer X None
    (Associated) Broker or Dealer CRD Number X None
    None None
    Street Address 1 Street Address 2
    3 Columbus Circle Floor 24
    City State/Province/Country ZIP/Postal Code
    New York NEW YORK 10019
    State(s) of Solicitation (select all that apply)
    Check “All States” or check individual States
       All States
       Foreign/non-US
    CALIFORNIA
    NEW YORK

    13. Offering and Sales Amounts

    Total Offering Amount $250,000,000 USD
    or    Indefinite
    Total Amount Sold $157,625 USD
    Total Remaining to be Sold $249,842,375 USD
    or    Indefinite

    Clarification of Response (if Necessary):

    14. Investors

      
    Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
    Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
    1

    15. Sales Commissions & Finder's Fees Expenses

    Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

    Sales Commissions $0 USD
       Estimate
    Finders' Fees $353,250 USD
    X Estimate

    Clarification of Response (if Necessary):

    Cohen & Company Securities, LLC received 75,000 shares of Common Stock on June 16, 2025 (closing price $4.71), in connection with its services as a placement agent for establishment of the Equity Purchase Facility Agreement.

    16. Use of Proceeds

    Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

    $0 USD
       Estimate

    Clarification of Response (if Necessary):

    Signature and Submission

    Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

    Terms of Submission

    In submitting this notice, each issuer named above is:
    • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
    • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
    • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

    Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

    For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

    Issuer Signature Name of Signer Title Date
    Fold Holdings, Inc. /s/ Wolfe Repass Wolfe Repass CFO 2025-09-19

    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

    * This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.


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