Fold Holdings registers 49.16M shares in S-1 supplement

Fold Holdings, Inc. registers 49,161,055 shares of Common Stock in a prospectus supplement to its Form S-1.

Accepted by SEC EDGAR 05/27/2026 - 04:10 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Fold Holdings, Inc. registers 49,161,055 shares of Common Stock in a prospectus supplement to its Form S-1. The supplement also lists 925,590 SATS Warrants and 12,434,658 shares issuable upon exercise of public warrants.

The supplement attaches a Form 8-K clarifying that a previously published press release announcing a credit facility was retracted and that the company has not entered into any such credit facility.

Insights

Securities Attorney

Registration updates the S-1 and corrects a prior press release.

The prospectus supplement registers 49,161,055 shares of Common Stock, 925,590 SATS Warrants, and 12,434,658 shares issuable upon exercise of public warrants, as stated on the cover.

The Form 8-K attached withdraws a press release about a credit facility and clarifies no credit facility has been entered into; the filing preserves customary disclosure protections by stating the Item 7.01 disclosure is not "filed" under Section 18.

Capital Markets Analyst

Prospectus supplement increases registered supply and corrects a communications error.

The cover lists the registered share and warrant quantities and reports last trade prices: $1.025 per share and $0.1199 per warrant on May 26, 2026. These figures are factual reference points for potential resale overhang.

Market impact depends on whether and when holders distribute registered securities; the supplement does not specify distribution methods or timing.

Key Figures

Registered Common Stock: 49,161,055 shares SATS Warrants listed: 925,590 SATS Warrants Shares issuable on public warrants: 12,434,658 shares +2 more

5 metrics

Registered Common Stock 49,161,055 shares Cover of Prospectus Supplement No. 26

SATS Warrants listed 925,590 SATS Warrants Cover of Prospectus Supplement No. 26

Shares issuable on public warrants 12,434,658 shares Cover of Prospectus Supplement No. 26

Last reported share price $1.025 Last reported sales price on Nasdaq on <date>May 26, 2026</date>

Last reported warrant price $0.1199 per Warrant Last reported sales price on Nasdaq on <date>May 26, 2026</date>

Key Terms

prospectus supplement, public warrants, Form 8-K Item 7.01

3 terms

prospectus supplement regulatory

"This prospectus supplement updates, amends and supplements the prospectus dated April 11, 2025"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

public warrants financial

"12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants"

Public warrants are tradable securities that give the holder the right to buy a company’s stock at a fixed price before a set expiration date. Like a coupon that lets you purchase shares later at a preset price, they matter to investors because using them can bring new cash into the company but also increase the total number of shares outstanding, which can dilute existing ownership and influence the stock’s price and potential gains.

Form 8-K Item 7.01 regulatory

"Item 7.01 Regulation FD Disclosure. On May 27, 2026, a press release was published"

Offering Details

mixed · 49,161,055 shares; 925,590 SATS Warrants; 12,434,658 shares issuable upon exercise

Offering

Offering Type mixed

Securities Offered Common stock and warrants

Offering Amount 49,161,055 shares; 925,590 SATS Warrants; 12,434,658 shares issuable upon exercise

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities does Fold Holdings register in this prospectus supplement (FLD)?

The supplement registers 49,161,055 shares of Common Stock, 925,590 SATS Warrants, and 12,434,658 shares issuable upon exercise of public warrants. These amounts appear on the prospectus supplement cover page.

Did Fold Holdings enter into the credit facility announced in the retracted press release?

No. The company states the press release announcing a credit facility was retracted and clarifies it has not entered into any such credit facility as of May 27, 2026. The clarification is included in the attached Form 8-K.

What were Fold Holdings' last reported market prices for its securities?

The prospectus supplement reports the last reported sales price as $1.025 per share of Common Stock and $0.1199 per Warrant on May 26, 2026. These prices are stated on the cover page.

Is the Item 7.01 disclosure in the Form 8-K "filed" under Section 18?

No. The Form 8-K expressly states the Item 7.01 information shall not be deemed "filed" for purposes of Section 18 and is incorporated by reference only as expressly provided in other filings.

Does the prospectus supplement set a timeline or distribution method for the registered securities?

No. The supplement lists registered quantities but does not state timing or distribution methods; it attaches the Current Report without specifying resale mechanics or schedules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed pursuant to Rule 424(b)(3)

Registration No. 333-286294

PROSPECTUS SUPPLEMENT NO. 26

(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 (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 and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the symbols “FLD” and “FLDDW,” respectively. The last reported sales price of our Common Stock and Warrants on the Nasdaq Stock Market LLC on May 26, 2026 were $1.025 per share of Common Stock and $0.1199 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, to read about factors you should consider before buying our securities.

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

The date of this prospectus supplement is May 27, 2026.

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): May 27, 2026

Fold Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-41168 86-2170416

- 1 -

(State or other jurisdiction
of incorporation) (Commission File Number) (IRS Employer
Identification No.)

2942 North 24th Street, Suite 115, #42035 Phoenix, Arizona			85016
(Address of principal executive offices)			(Zip Code)

(866) 365-3277

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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. ☐

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Item 7.01 Regulation FD Disclosure.

On May 27, 2026, a press release was published announcing that Fold Holdings, Inc. (the "Company", "we", "our", or "us") had entered into a credit facility with a third party to support its credit card program. That press release has been retracted. The Company wishes to clarify that as of the date hereof, the Company has not entered into any such credit facility. While the Company is always looking for ways to support its credit card program, it cannot guarantee that it will enter into a credit facility for the credit card program with any given third party, or even enter into such a credit facility at all.

The information contained in Item 7.01 of this Current Report 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 expressly provided by specific reference in such a filing.

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SIGNATURE

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.
	By:	/s/ Will Reeves
		Name:	Will Reeves
		Title:	Chief Executive Officer
Dated: May 27, 2026

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