FOLD HOLDINGS, INC.

Up to 1,040,000 Shares of Common Stock

This prospectus relates to the resale or other disposition from time to time of up to 1,040,000shares of common stock, $0.0001 par value per share ("Common Stock"), of Fold Holdings, Inc. (the "Company," "we," or "us") by the selling stockholder named in this prospectus (the "Selling Stockholder"), which consists of (i) 520,000shares of Common Stock issued by us to SATS Credit Fund L.P. ("SATS Credit Fund") pursuant to a Purchase Agreement, dated as of February25, 2026, by and between us and SATS Credit Fund (the "Purchase Agreement") (such shares, the "Initial Commitment Shares"), and (ii) 520,000shares of Common Stock issuable by us to SATS Credit Fund upon renewal for an additional one year term, upon the mutual consent of the Company and SATS Credit Fund, of the New SATS Note (as defined below).

The Selling Stockholder can sell, under this prospectus, up to 1,040,000shares of Common Stock constituting approximately 2.1% of our issued and outstanding shares of Common Stock (as of May4, 2026). Sales of a substantial number of our shares of Common Stock in the public market by the Selling Stockholder and/or by our other existing securityholders, or the perception that those sales might occur, could depress the market price of our shares of Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our shares of Common Stock.

We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholder pursuant to this prospectus.