CORRESP Filing
Fold Holdings, Inc.
Date: July 28, 2025 · CIK: 0001889123 · Accession: 0001213900-25-068276
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288623
Referenced dates: July 24, 2025
Letter
Fold Holdings, Inc.
2942 North 24th Street, Suite 115, #42035
Phoenix, Arizona 85016
VIA EDGAR
July 28, 2025
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: Lulu Cheng and Sandra Hunter Berkheimer
Re:
Fold Holdings, Inc. Registration Statement on Form S-1 Filed July 11, 2025 File No. 333-288623
Ladies and Gentlemen:
Set forth below are the responses of Fold Holdings, Inc. (the " Company ," " we ," " us ," or " our ") to comments received from the staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission "), by letter dated July 24, 2025, with respect to the Company's Registration Statement on Form S-1, File No. 333-288623, submitted to the Commission on July 11, 2025 (the " Registration Statement "). Concurrently with the submission of this letter, we are filing Amendment No. 1 to the Registration Statement (" Amendment No. 1 ").
For reference purposes, the comments contained in the Staff's letter dated July 24, 2025 are reproduced below in italics and the corresponding responses are shown below the comments. All references to page numbers and captions correspond to Amendment No. 1 to the Registration Statement, unless otherwise specified herein.
Registration Statement on Form S-1 Cover Page
1. We note your disclosure that SZOP "may be" deemed an underwriter. Because the Selling Stockholder, SZOP, is the equity line investor under your Equity Purchase Facility Agreement dated June 16, 2025, please revise your disclosure on the cover page and page 153 to name SZOP as an underwriter for this offering. Please refer to Securities Act C&DI 139.13.
RESPONSE : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on the Cover Page of Amendment No. 1.
* * * * *
Please direct any questions that you have with respect to the foregoing, or if any additional supplemental information is required by the Staff, to Samuel P. Williams at swilliams@brownrudnick.com or Ivan Chaykovskiy at ichaykovskiy@brownrudnick.com, each of Brown Rudnick, LLP.
Very truly yours,
FOLD HOLDINGS, INC.
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CORRESP
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Fold Holdings, Inc.
2942 North 24th Street, Suite 115, #42035
Phoenix, Arizona 85016
VIA EDGAR
July 28, 2025
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: Lulu Cheng and Sandra Hunter Berkheimer
Re:
Fold Holdings, Inc.
Registration Statement on Form S-1
Filed July 11, 2025
File No. 333-288623
Ladies and Gentlemen:
Set forth below are the responses of Fold Holdings,
Inc. (the " Company ," " we ," " us ," or " our ")
to comments received from the staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities
and Exchange Commission (the " Commission "), by letter dated July 24, 2025, with respect to the Company's
Registration Statement on Form S-1, File No. 333-288623, submitted to the Commission on July 11, 2025 (the " Registration Statement ").
Concurrently with the submission of this letter, we are filing Amendment No. 1 to the Registration Statement (" Amendment No.
1 ").
For reference purposes, the comments contained
in the Staff's letter dated July 24, 2025 are reproduced below in italics and the corresponding responses are shown below the comments.
All references to page numbers and captions correspond to Amendment No. 1 to the Registration Statement, unless otherwise specified herein.
Registration Statement on Form S-1 Cover Page
1.
We note your disclosure that SZOP "may be" deemed an underwriter. Because the Selling Stockholder, SZOP, is the equity line investor under your Equity Purchase Facility Agreement dated June 16, 2025, please revise your disclosure on the cover page and page 153 to name SZOP as an underwriter for this offering. Please refer to Securities Act C&DI 139.13.
RESPONSE : The Company
respectfully acknowledges the Staff's comment and has revised its disclosure on the Cover Page of Amendment No. 1.
* * * * *
Please direct any questions that you have with
respect to the foregoing, or if any additional supplemental information is required by the Staff, to Samuel P. Williams at swilliams@brownrudnick.com
or Ivan Chaykovskiy at ichaykovskiy@brownrudnick.com, each of Brown Rudnick, LLP.
Very truly yours,
FOLD HOLDINGS, INC.
By:
/s/ Will Reeves
Name:
Will Reeves
Title:
Chief Executive Officer
Enclosures
cc:
Will Reeves
Hailey Lennon
Samuel P. Williams
Ivan Chaykovskiy