Fold registers 49.16M shares and 925.6K SATS warrants

Fold Holdings, Inc. registers 49,161,055 shares of common stock, 925,590 SATS warrants, and 12,434,658 shares of common stock issuable upon exercise of the public warrants under Prospectus Supplement No. 19.

Rhea-AI Filing Summary

Fold Holdings, Inc. registers 49,161,055 shares of common stock, 925,590 SATS warrants, and 12,434,658 shares of common stock issuable upon exercise of the public warrants under Prospectus Supplement No. 19.

This supplement, dated March 4, 2026, amends the Prospectus dated April 11, 2025 and incorporates the Company’s Form 8-K describing an anticipated credit card launch. The Company states the credit card is expected to launch in the coming weeks, dependent, among other things, on successful negotiation with, and sign-off on the credit card launch by, our necessary third-party service providers. The last reported sales prices on March 3, 2026 were $1.48 per share of common stock and $0.12 per warrant.

Insights

Securities Registration Specialist

Registers specified equity and warrant quantities under a prospectus supplement.

The prospectus supplement lists the exact registered amounts: 49,161,055 shares of common stock, 925,590 SATS warrants, and 12,434,658 shares issuable upon exercise of public warrants. These figures are stated on the supplement cover and update the April 11, 2025 prospectus.

Cash‑flow treatment and use of proceeds are not described in the excerpt; the supplement also attaches a Form 8‑K describing an anticipated product launch with conditions. Timing is described as "in the coming weeks" with dependencies on third‑party negotiation and sign‑off.

Corporate Product Disclosure Analyst

Company discloses an anticipated credit card launch conditioned on third‑party approvals.

The Form 8‑K appended to the supplement states the credit card is expected to launch "in the coming weeks" but is explicitly "dependent, among other things, on successful negotiation with, and sign‑off on the credit card launch by, our necessary third‑party service providers."

That language limits the Company’s commitment; subsequent filings or announcements will be needed to confirm launch timing and commercial terms.

FAQ

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

What securities is Fold Holdings (FLD) registering in Prospectus Supplement No. 19?

Fold is registering 49,161,055 shares of common stock, 925,590 SATS warrants, and 12,434,658 shares issuable on public warrants. These amounts are stated on the supplement cover and update the Prospectus dated April 11, 2025.

When does Fold expect to launch its credit card according to the filing?

Fold anticipates the credit card will launch in the coming weeks. The Form 8‑K clarifies this timing is conditional on negotiations and sign‑off by necessary third‑party service providers.

What were Fold’s last reported market prices before this supplement?

On March 3, 2026 the prices were $1.48 per common share and $0.12 per warrant. These last reported sales prices are disclosed on the prospectus supplement cover page.

Does the supplement guarantee the credit card launch will occur?

No—the supplement states the launch is conditional and not guaranteed. The Company explicitly notes the launch is dependent on successful negotiation and sign‑off by third‑party service providers.

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

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Accepted by SEC EDGAR 03/04/2026 - 05:15 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(3)

Registration No. 333-286294

PROSPECTUS SUPPLEMENT NO. 19

(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 4, 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 3, 2026 were $1.48 per share of Common Stock and $0.12 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 4, 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 4, 2026

Fold Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-41168 86-2170416

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(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 March 4, 2026, Fold Holdings, Inc. (the "Company", "we", "our", or "us") made a post on X regarding our anticipated upcoming credit card. This filing is being made to elaborate on that post. We currently anticipate that the credit card will be launched in the coming weeks, dependent, among other things, on successful negotiation with, and sign-off on the credit card launch by, our necessary third-party service providers. We cannot guarantee that the credit card will be launched in the time period indicated, 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.

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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: March 4, 2026

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