[D] Fold Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Fold Holdings, Inc. filed a Form D for a Rule 506(b) exempt offering seeking up to $250,000,000 of equity securities. To date the issuer reports $157,625 sold with $249,842,375 remaining available. The offering is intended to last more than one year and is not tied to a business combination. The issuer indicates one total investor so far and that non-accredited investors may have participated. Cohen & Company Securities, LLC acted as placement agent and received 75,000 shares on June 16, 2025 (closing price $4.71) in connection with an Equity Purchase Facility Agreement; finders' fees are reported as $353,250 (estimate). Minimum outside-investor investment is listed as $0. The notice is signed by CFO Wolfe Repass.

Insights

Securities Analyst

TL;DR: Large-authorized Rule 506(b) equity raise with minimal proceeds sold so far and notable placement-agent compensation.

This Form D shows authorization for a substantial equity offering up to $250M under Rule 506(b), but only $157,625 has been raised to date, leaving the vast majority available. The placement agent received 75,000 shares (valued at the June 16, 2025 closing price $4.71) and estimated finders' fees of $353,250, which are material relative to funds raised so far. The filing indicates the offering may include non-accredited investors and will remain open for more than a year, which affects dilution and investor protection considerations. No revenues or NAV are disclosed and the offering is not connected to a business combination.

Corporate Governance Expert

TL;DR: Disclosure shows corporate officers and directors listed with the CFO certifying the Form D; compensation to intermediaries is prominent.

The filing names multiple related persons (executive officers and directors) and is signed by CFO Wolfe Repass, providing clear signer authority. The issuance of placement-agent shares and estimated finders' fees are explicitly disclosed, which is important for governance transparency and potential shareholder dilution. The form declines to disclose aggregate net asset value and indicates the issuer was organized in 2021, limiting historical financial context in this notice.

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
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

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	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 24TH 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 24th Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85906

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Repass	Wolfe
Street Address 1	Street Address 2
2942 North 24th Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85906

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goldwasser	Lesley
Street Address 1	Street Address 2
2942 North 24th Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85906

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hill	Kristin
Street Address 1	Street Address 2
2942 North 24th Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85906

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 24th Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85906

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kirkwood	Jonathan
Street Address 1	Street Address 2
2942 North 24th Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85906

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 24th Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85906

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 24th Street	Suite 115, #42035
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85906

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	2025-09-05				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 None
Cohen & Company Securities, LLC	000104002
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
3 Columbus Circle	Floor 24
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CALIFORNIA NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$250,000,000	USD	or Indefinite
Total Amount Sold	$157,625	USD
Total Remaining to be Sold	$249,842,375	USD	or Indefinite

Clarification of Response (if Necessary):

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	$353,250	USD	X Estimate

Clarification of Response (if Necessary):

Cohen & Company Securities, LLC received 75,000 shares of Common Stock on June 16, 2025 (closing price $4.71), in connection with its services as a placement agent for establishment of the Equity Purchase Facility Agreement.

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	CFO	2025-09-19

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.