Fold Holdings sets up $25M private stock facility

Fold Holdings, Inc. sets up a $25 million Rule 506(b) committed equity facility with no securities sold yet.

Rhea-AI Filing Summary

Fold Holdings, Inc. (FLD) filed a Form D to report a Regulation D exempt offering of equity securities under Rule 506(b). The company has established a committed equity facility giving it the right, in its sole discretion, to sell up to $25,000,000 of common stock from time to time.

As of the notice date, $0 of securities have been sold, with the full $25,000,000 remaining available. The issuer identifies itself in the Banking & Financial Services industry, is incorporated in Delaware, and is more than five years old. No finders’ fees are reported for this offering.

Key Figures

Committed equity facility capacity: $25,000,000 Total amount sold: $0 Total remaining to be sold: $25,000,000 +4 more

7 metrics

Committed equity facility capacity $25,000,000 Maximum aggregate amount of common stock the issuer may sell under the facility

Total amount sold $0 Securities sold in the offering as of the Form D notice

Total remaining to be sold $25,000,000 Remaining capacity of the offering under the committed equity facility

Finders’ fees $0 Reported finders’ fees for the offering

Exemption relied upon Rule 506(b) of Regulation D Federal exemption claimed for the offering

Issuer jurisdiction Delaware State of incorporation/organization of Fold Holdings, Inc.

Issuer age Over 5 years Company reports incorporation over five years ago

Key Terms

Form D, Regulation D, Rule 506(b), committed equity facility, +2 more

6 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

committed equity facility financial

"Offering is a committed equity facility under which the issuer has the right"

A committed equity facility is a formal agreement in which a financial institution or investor promises to buy newly issued shares from a company up to a set limit over a fixed period, providing a reliable source of capital on demand. For investors, it matters because it gives the company a predictable funding backup—like a credit line but paid with stock—reducing financing risk while potentially diluting existing shareholders and signaling management’s access to growth or restructuring resources.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

accredited investors financial

"securities in the offering have been or may be sold to persons who do not qualify as accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

FAQ

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

What type of securities is Fold Holdings, Inc. (FLD) offering in this Form D?

Fold Holdings, Inc. is offering equity securities, specifically common stock, through a committed equity facility that allows it to sell shares from time to time under Regulation D Rule 506(b).

What is the maximum amount Fold Holdings, Inc. (FLD) can raise under this exempt offering?

Fold Holdings, Inc. may sell up to an aggregate of $25,000,000 of its common stock under the committed equity facility described in the Form D filing.

How much has Fold Holdings, Inc. (FLD) sold so far under this Form D offering?

As of the filing, Fold Holdings, Inc. has sold $0 of securities in this offering, with the entire $25,000,000 amount remaining available to be sold.

Which exemption is Fold Holdings, Inc. (FLD) relying on for this securities offering?

Fold Holdings, Inc. is relying on Rule 506(b) of Regulation D under the Securities Act of 1933 to claim a federal exemption from registration for this offering.

Does Fold Holdings, Inc. (FLD) report any sales commissions or finders’ fees for this offering?

The Form D indicates that finders’ fees are $0 for this offering, and no separate sales commissions amounts are disclosed in the filing.

In which industry does Fold Holdings, Inc. (FLD) classify itself for this Form D?

Fold Holdings, Inc. classifies itself within Banking & Financial Services, specifically marked as Other Banking & Financial Services in the industry group section.

Where is Fold Holdings, Inc. (FLD) incorporated and how old is the company?

Fold Holdings, Inc. is incorporated in Delaware and indicates that it was formed over five years ago in its Form D disclosure.

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

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Available on EDGAR 09/17/2026 - 05:25 PM Accepted by SEC EDGAR 09/17/2026 - 05:24 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001889123

FTAC Emerald Acquisition Corp.

Emerald ESG Acquisition Corp

Emerald ESG Acquisition Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Fold Holdings, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Fold Holdings, Inc.
Street Address 1		Street Address 2
2942 NORTH STREET		SUITE 115, #42035
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
PHOENIX	ARIZONA	85016	(866) 365 - 3277

3. Related Persons

Last Name	First Name	Middle Name
Reeves	Will
Street Address 1	Street Address 2
2942 North Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85016

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Repass	Wolfe
Street Address 1	Street Address 2
2942 North Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85016

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
McManus	Matt
Street Address 1	Street Address 2
2942 North Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85016

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer

Last Name	First Name	Middle Name
Dickman	Thomas
Street Address 1	Street Address 2
2942 North Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85016

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Technology Officer

Last Name	First Name	Middle Name
Kirkwood	Jonathan
Street Address 1	Street Address 2
2942 North Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Simha	Erez
Street Address 1	Street Address 2
2942 North Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goldwasser	Lesley
Street Address 1	Street Address 2
2942 North Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hill	Kirstin
Street Address 1	Street Address 2
2942 North Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hohns	Andrew
Street Address 1	Street Address 2
2942 North Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Young, Jr.	Bracebridge	H.
Street Address 1	Street Address 2
2942 North Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

X

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale			X	First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$25,000,000	USD	or Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold	$25,000,000	USD	or Indefinite

Clarification of Response (if Necessary):

Offering is a committed equity facility under which the issuer has the right, in its sole discretion, to sell to the investor up to an aggregate of $25,000,000 of the issuer's common stock from time to time.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Fold Holdings, Inc.	/s/ Wolfe Repass	Wolfe Repass	Chief Financial Officer	2026-09-17

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.