Fold Holdings registers 49.16M shares and warrants

Fold Holdings, Inc. registers 49,161,055 shares of Common Stock.

Accepted by SEC EDGAR 03/23/2026 - 12:25 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Fold Holdings, Inc. registers 49,161,055 shares of Common Stock. This prospectus supplement (dated March 23, 2026) updates the Prospectus and the company's Form S-1 registration with additional disclosures, including 925,590 SATS Warrants and 12,434,658 shares issuable upon exercise of the public warrants.

The supplement attaches a Current Report on Form 8-K reporting that Fold has begun rolling out its Fold Bitcoin Rewards Credit Card to customers at the top of its waitlist. The document also states last reported Nasdaq prices on March 20, 2026: $1.16 per share of Common Stock and $0.125 per warrant.

Insights

Capital Markets Counsel

Registers large share and warrant blocks; supplement updates the S-1 disclosures.

The prospectus supplement lists 49,161,055 shares of Common Stock, 925,590 SATS Warrants, and 12,434,658 shares issuable upon exercise of public warrants. The supplement expressly updates and supplements the Prospectus and attaches a Form 8-K.

Key qualifier: the supplement states it "updates, amends and supplements" the Prospectus; any offering mechanics, proceeds treatment, or resale specifics are not described in the provided excerpt.

Product / Go‑to‑Market Analyst

Company reports initial customer rollout of its Bitcoin rewards credit card to waitlist members.

The Form 8-K excerpt states Fold has begun rolling out the Fold Bitcoin Rewards Credit Card to customers at the top of its waitlist, following internal underwriting of team members. The filing adds the rollout disclosure to the prospectus record.

The filing includes a caution: "There can be no assurances that further rollouts of the credit card will occur as anticipated, or at all." Subsequent operational or timing details are not provided in the excerpt.

FAQ

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

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

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

Does the prospectus supplement change the company's previous prospectus?

Yes. The document states it "updates, amends and supplements the Prospectus" dated April 11, 2025, and instructs readers to rely on the supplement if inconsistent with the Prospectus.

What operational disclosure was added via the attached Form 8-K?

The Form 8-K reports that Fold has begun rolling out the Fold Bitcoin Rewards Credit Card to customers at the top of its waitlist, after internal underwriting of team members.

What were the last reported market prices included in the supplement?

The supplement reports Nasdaq prices on March 20, 2026: $1.16 per share for Common Stock and $0.125 per warrant for Warrants.

Does the filing guarantee further rollouts of the credit card?

No. The filing explicitly states: "There can be no assurances that further rollouts of the credit card will occur as anticipated, or at all," providing a clear qualifier to the rollout disclosure.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Filed pursuant to Rule 424(b)(3)

Registration No. 333-286294

PROSPECTUS SUPPLEMENT NO. 22

(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 March 23, 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 March 20, 2026 were $1.16 per share of Common Stock and $0.125 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 March 23, 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): March 23, 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. ☐

2

Item 7.01 Regulation FD Disclosure.

On March 17, 2026, Fold Holdings, Inc. ("we", "our", or "us") previously reported in our Annual Report on Form 10-K as well as a press released attached to a Current Report on Form 8-K that we had begun the process of rolling out the Fold Bitcoin Rewards Credit Card (the "credit card"), with internal team members being the first to be underwritten and receive credit lines, expected to be followed by a rollout to customers at the top of our waitlist. We are filing this Current Report to announce that we have begun rolling out the credit card to customers on the top of our waitlist. There can be no assurances that further rollouts of the credit card will occur as anticipated, or 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.

3

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: March 23, 2026

4