Fold Holdings registers 49.16M shares and warrants

Fold Holdings, Inc. filed a prospectus supplement that registers 49,161,055 shares of Common Stock, 925,590 SATS Warrants, and 12,434,658 shares issuable upon exercise of the public warrants under its Form S-1 registration statement.

Rhea-AI Filing Summary

Fold Holdings, Inc. filed a prospectus supplement that registers 49,161,055 shares of Common Stock, 925,590 SATS Warrants, and 12,434,658 shares issuable upon exercise of the public warrants under its Form S-1 registration statement.

The supplement incorporates a Current Report on Form 8-K dated May 19, 2026 and reports annual meeting results: two Class I director nominees were elected and stockholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The filing quotes last reported Nasdaq prices as of May 19, 2026: Common Stock $1.195 per share and Warrants $0.1217 per Warrant.

Insights

Securities Registration Analyst

Registration supplement lists specific share and warrant quantities and links to an 8-K with meeting outcomes.

The supplement explicitly registers 49,161,055 shares of Common Stock, 925,590 SATS Warrants, and 12,434,658 shares issuable upon exercise of the public warrants. It references a Current Report on Form 8-K dated May 19, 2026 as the source of updated disclosure.

Qualification is procedural: this supplement updates the Prospectus and attaches the 8-K. Cash‑flow treatment and offering mechanics are not stated in the excerpt; subsequent prospectus language or a prospectus supplement page describing distribution methods would specify whether proceeds accrue to the issuer.

Corporate Governance Expert

Annual meeting results show routine re-elections and auditor ratification; vote totals are disclosed.

Two Class I director nominees were elected with vote counts of 24,556,161 and 24,699,618 votes "For" respectively, and broker non-votes of 7,633,676. The auditor ratification passed with 31,065,214 votes "For".

These outcomes are governance confirmations disclosed on the attached 8-K; they are procedural and do not, in the excerpt, state changes to strategy, compensation, or control.

Key Figures

Registered Common Stock: 49,161,055 shares SATS Warrants: 925,590 warrants Shares issuable on public warrants: 12,434,658 shares +5 more

8 metrics

Registered Common Stock 49,161,055 shares Prospectus Supplement No. 25

SATS Warrants 925,590 warrants Prospectus Supplement No. 25

Shares issuable on public warrants 12,434,658 shares Prospectus Supplement No. 25

Common Stock last reported price $1.195 Nasdaq closing price on May 19, 2026

Warrant last reported price $0.1217 Nasdaq closing price on May 19, 2026

Votes For - Bracebridge H. Young, Jr. 24,556,161 votes Annual meeting voting results (May 19, 2026)

Votes For - Andrew Hohns 24,699,618 votes Annual meeting voting results (May 19, 2026)

Auditor ratification - For votes 31,065,214 votes Annual meeting voting results (May 19, 2026)

Key Terms

prospectus supplement, public warrants, SATS Warrants, broker non-votes

4 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.

SATS Warrants financial

"925,590 SATS Warrants to Purchase Shares of Common Stock"

broker non-votes corporate

"Broker Non-Votes 7,633,676"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Offering Details

supplement

Offering

Offering Type supplement

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.

What meeting outcomes did Fold Holdings disclose on the attached Form 8-K?

At the May 19, 2026 annual meeting, two Class I director nominees were elected and stockholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal year ending December 31, 2026.

What were the last reported market prices for FLD common stock and warrants cited in the supplement?

The prospectus supplement cites Nasdaq closing prices on May 19, 2026: Common Stock at $1.195 per share and Warrants at $0.1217 per Warrant.

Does the supplement state who will receive proceeds from sales of the registered securities?

The supplement does not state proceeds treatment in the provided excerpt; it updates the Prospectus and attaches the May 19, 2026 Form 8-K without stating proceeds recipients.

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

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Accepted by SEC EDGAR 05/20/2026 - 04:40 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(3)

Registration No. 333-286294

PROSPECTUS SUPPLEMENT NO. 25

(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 20, 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 19, 2026 were $1.195 per share of Common Stock and $0.1217 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 20, 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 19, 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 19, 2026, Fold Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders, and the Company’s stockholders of record were asked to consider and act upon two (2) proposals.

1. Proposal One – To elect the following two Class I nominees to the board of directors of the Company to hold office until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, disqualification, or removal. Both of the director nominees were elected as follows:

Name		For		Withheld		Broker Non-Votes
Bracebridge H. Young, Jr.		24,556,161		494,551		7,633,676
Andrew Hohns		24,699,618		351,094		7,633,676

2. Proposal Two – To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved as follows:

For		Against		Abstentions
31,065,214		1,503,845		115,329

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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 20, 2026

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