Fold Holdings, Inc.

As filed with the U.S. Securities and Exchange Commission on July 10, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in its Charter)

2942 North 24 th Street, Suite 115, #42035

Phoenix, Arizona 85016

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

2942 North 24 th Street, Suite 115, #42035

Phoenix, Arizona 85016

Telephone: (866) 365-3277

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Samuel P. Williams

Ivan Chaykovskiy

Brown Rudnick LLP

One Financial Center

Boston, MA 02111

Telephone: (617) 856-8200

Approximate date of commencement of proposed sale to the public: From time to time 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, please 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, anon-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 under 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 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The securities described herein may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy the securities described herein in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION DATED JULY 10, 2025

Up to 9,282,287 Shares of Common Stock

This prospectus relates to the resale or other disposition from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 9,282,287 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Fold Holdings, Inc. (the “Company”, “we” or “us”), which consists of (i) up to 9,207,287 shares of Common Stock that may be issued by us to SZOP Opportunities I, LLC (“SZOP”) pursuant to an Equity Purchase Facility Agreement, dated as of June 16, 2025, by and between us and SZOP (the “Facility”), and (ii) up to 75,000 shares of Common Stock issued as compensation to Cohen & Company Securities, LLC (“Cohen”) (such shares, the “Placement Shares”), which acted as the placement agent in connection with the Facility.

The actual number of shares of our Common Stock issuable by us in connection with the Facility will vary depending on the then-current market price of the shares of our Common Stock sold to SZOP under the Facility, but will not exceed 9,207,287 unless and until we obtain approval of the issuance of such additional shares of Common Stock by our stockholders in accordance with the applicable stock exchange rules and file an additional registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission. Under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”), we may not issue to the Selling Stockholders shares of our Common Stock representing more than 19.99% of the total number of shares of Common Stock outstanding as of the date of the Facility (the “Exchange Cap”), unless we obtain the approval of our stockholders of the issuance of such shares in excess of the Exchange Cap in accordance with the applicable stock exchange rules. See “Equity Purchase Facility Agreement” for a description of the Facility and “Selling Stockholders” for additional information.

The Company is not selling any securities under this prospectus, and will not receive any of the proceeds from the resale or other disposition of the shares of our Common Stock by the Selling Stockholders; however, we may receive up to $250,000,000 in aggregate gross proceeds from the sale of shares of Common Stock to SZOP under the Facility, subject to the conditions thereof and assuming we register the resale of all of the shares of Common Stock issuable under the Facility. The Company will control the timing and amount of any sales of shares of Common Stock to SZOP. Actual sales of shares of Common Stock under the Facility will depend on a variety of factors to be determined by the Company from time to time, which may include, without limitation, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for its business and operational needs. The net proceeds under the Facility to the Company will depend on the frequency and prices at which the Company sells shares of Common Stock to SZOP. The Company is registering the resale or other disposition by SZOP of the shares of Common Stock they may be sold from time to time under the Facility pursuant to that certain registration rights agreement by and between the Company and SZOP, dated as of June 16, 2025 (the “SZOP RRA”).

Cohen may offer, sell or otherwise dispose of all or a portion of the Placement Shares hereby registered either publicly or through private transactions at prevailing market prices or at negotiated prices. SZOP may offer, sell or otherwise dispose of all or a portion of the shares of Common Stock acquired under the Facility and hereby registered either publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the shares of our Common Stock, including with regard to compliance with state securities or “blue sky” laws, subject to the Expense Cap (as such term is defined in Section 6.13 of the Facility). The timing, frequency and volume of any resale or other disposition of the shares of Common Stock registered hereunder are within the sole discretion of the Selling Stockholders. SZOP may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act with respect to the resale of shares of Common Stock acquired by it under the Facility. Although SZOP is obligated to purchase shares of our Common Stock under the terms and subject to the conditions and limitations of the Facility, to the extent we choose to sell such shares of our Common Stock to SZOP (subject to certain conditions), there can be no assurances that we will choose to sell any shares of our Common Stock to SZOP, or that SZOP will sell any or all of the shares of our Common Stock, if any, purchased under the Facility pursuant to this prospectus. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the resale of shares of our Common Stock. See “Plan of Distribution” for additional information.

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 is listed on Nasdaq under the symbol “FLD.” On July 9, 2025, the closing price of our Common Stock was $4.51.

Our business and investment in our securities involves significant risks. These risks are described in the section titled “Risk Factors” beginning on page 7 of this prospectus.

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

The date of this prospectus is [•], 2025.