CORRESP 1 filename1.htm

Fold Holdings, Inc.

11201 North Tatum Blvd., Suite 300, Unit 42035

Phoenix, AZ 85028

April 8, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Fold Holdings, Inc.

Registration Statement on Form S-1

File No. 333-286294

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) of Fold Holdings, Inc. We respectfully request that the Registration Statement become effective as of 5:30 p.m. Eastern Time on April 10, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Ryan Maierson at (713) 546-7420.

Thank you for your assistance in this matter.

	Very truly yours,
	FOLD HOLDINGS, Inc.
	By:	/s/ Will Reeves
		Will Reeves
		Chief Executive Officer

cc: Wolfe Repass, Fold Holdings, Inc.

Ryan Maierson, Latham & Watkins LLP