Fold Holdings, Inc.

As filed with the Securities and Exchange Commission on March 31, 2025

Registration No. 333

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Fold Holdings, Inc.

(Exact name of registrant as specified in its charter)

11201 North Tatum Blvd., Suite 300, Unit 42035

Phoenix, AZ 85028

Telephone: (866) 365-3277

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Will Reeves

Chief Executive Officer

11201 North Tatum Blvd., Suite 300, Unit 42035

Phoenix, AZ 85028

Telephone: (866) 365-3277

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan J. Maierson

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

(713) 546-5400

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated March 31, 2025.

PROSPECTUS

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 relates to (i) the resale of 34,706,021 shares of our common stock, $0.0001 par value per share (“Common Stock”), issued in connection with the Business Combination (as defined below), by certain of the selling securityholders named in this prospectus (each a “Selling Securityholder” and, collectively, the “Selling Securityholders”), (ii) up to 12,434,658 shares of Common Stock that are issuable upon the exercise of 12,434,658 warrants (the “Public Warrants”) originally issued in the initial public offering of Emerald (as defined below) (the “Emerald IPO”), by the holders thereof, (iii) the issuance by us and resale of 2,950,972 shares of common stock reserved for issuance upon the settlement of restricted stock units, (iv) the resale of 680,000 shares of Common Stock issued in connection with the Polar Transaction (as defined below), (v) the resale of 2,617,500 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) up to 1,959,047 shares of Common Stock that are issuable upon the exercise of the SPV Series A Warrants (as defined below), (vii) up to 869,565 shares of Common Stock issued upon the exercise of the SPV Series C Warrants (as defined below), (viii) the resale of 750,000 shares of our Common Stock issued in a private placement to SATS Credit Fund (as defined below), (ix) the issuance and resale of up to 3,702,360 shares of Common Stock issuable upon conversion of the SATS Note (as defined below), and (x) up to 925,590 shares of Common Stock that are issuable upon the exercise of the SATS Warrant (as defined below).

On February 14, 2025, we consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 24, 2024 (the “Merger Agreement”), with Emerald, EMLD Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Emerald (“Merger Sub”), and Fold, Inc., a Delaware corporation (“Legacy Fold”). As contemplated by the Merger Agreement, Merger Sub merged with and into Legacy Fold (the “Merger”), the separate corporate existence of Merger Sub ceased and Legacy Fold survived as a wholly owned subsidiary of Emerald (collectively, the “Business Combination”). Following the closing of the Business Combination, Emerald changed its name from FTAC Emerald Acquisition Corp. to Fold Holdings, Inc. (“Fold”).

The Selling Securityholders can sell, under this prospectus, up to (a) 49,161,055 shares of Common Stock constituting approximately 105% of our issued and outstanding shares of Common Stock and approximately 387% of our issued and outstanding shares of Common Stock held by non-affiliates and (b) 925,590 Warrants constituting approximately 6.13% of our issued and outstanding Warrants. Sales of a substantial number of our shares of Common Stock and/or Warrants in the public market by the Selling Securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could depress the market price of our shares of Common Stock and Warrants and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our shares of Common Stock and Warrants.

The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, some of the Selling Securityholders may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices. Based on the closing price of our Common Stock of $6.33 on March 28, 2025, the Sponsors may experience potential profit of up to $6.327 per share (or approximately $30,797,565 in the aggregate based on the Sponsors holding 4,867,641 founder shares) based on the Sponsors’ initial purchase price of approximately $0.003 per share. Public securityholders may not be able to experience the same positive rates of return on securities they purchase due to the low price at which the Sponsors purchased the founder shares.

We are registering the resale of shares of Common Stock as required by a subscription agreement (the “Polar Subscription Agreement”), dated as of January 3, 2024, entered into by and among us, Emerald ESG Sponsor, LLC, Emerald ESG Advisors, LLC, Emerald ESG Funding, LLC and Polar.

We are also registering the resale of shares of Common Stock and warrants as required by an amended and restated registration rights agreement, dated as of February 14, 2025 (the “Registration Rights Agreement”), entered into by and among us, Emerald ESG Sponsor, LLC, Emerald ESG Advisors, LLC and the other parties listed on the signature pages thereto.

We are also registering the resale of shares of Common Stock underlying the SPV Series A Warrants and SPV Series C Warrants.

We are also registering the resale of shares of Common Stock and warrants as required by a registration rights agreement, dated as of March 12, 2025 (the “SATS Registration Rights Agreement”), entered into by and between us and SATS Credit Fund with respect to the shares of Common Stock issued to SATS Credit Fund in a private placement and the shares of Common Stock underlying the SATS Credit Fund Note and the SATS Credit Fund Warrant.

We are also registering the (i) resale of other shares of Common Stock held by certain of our stockholders and (ii) issuance and resale of shares of Common Stock reserved for issuance upon the settlement of restricted stock units, in each case, held by certain of our current and former employees and other service providers.

We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the Selling Securityholders pursuant to this prospectus. We will receive proceeds from the exercise of the Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such exercise.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of Common Stock or Warrants. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Common Stock or Warrants publicly or through private transactions at prevailing market prices or at negotiated prices. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sales of the shares of Common Stock. We provide more information about how the Selling Securityholders may sell the shares of Common Stock or Warrants in the section entitled “Plan of Distribution.”

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “FLD” and “FLDDW,” respectively. On March 28, 2025, the closing price of our Common Stock was $6.33 and the closing price for our Warrants was $0.69.

Our business and investment in our securities involves significant risks.These risks are described in the section titled “Risk Factors” beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

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