Fold Holdings Ends $250M Equity Purchase Facility; Sets Oct 22 Special Meeting

What Happened

• Fold Holdings, Inc. filed an 8-K reporting it delivered notice on August 27, 2026 electing to terminate its Equity Purchase Facility (originally dated June 16, 2025). The termination is effective September 3, 2026.
• The Facility had committed the investor to purchase, subject to conditions, up to $250,000,000 of newly issued common stock. As of the August 27 notice, there were no outstanding Advance Notices obligating the Company to issue shares.
• The Company said it terminated the Facility to preserve the option of pursuing alternative financing and incurred no prepayment fees or penalties. Related registration rights will terminate as well, except for any registration obligations tied to Registrable Securities the investor still holds.
• Separately, the Board set a special shareholder meeting for October 22, 2026, with a record date of September 4, 2026 (related to matters in the preliminary proxy filed August 7, 2026).

Key Details

• Termination notice delivered: August 27, 2026; effective: September 3, 2026.
• Facility commitment size: up to $250,000,000 (entered June 16, 2025).
• No outstanding Advance Notices at time of termination; no prepayment fees or penalties incurred.
• Special shareholder meeting date: October 22, 2026; record date: September 4, 2026.

Why It Matters

• The Company is closing a previously available source of equity financing that could have provided up to $250M by selling new common stock; that reduces one immediate backstop for raising capital but also removes a potential future source of dilution tied to that facility.
• Because there were no outstanding Advance Notices, the termination does not immediately change the Company’s outstanding share count. Registration obligations tied to the Facility will generally end, except for any shares the investor still holds that remain registrable.
• Investors should note the special meeting date and record date for any votes described in the Company’s preliminary proxy; the termination of the Facility may signal the Company is pursuing different financing plans — watch subsequent filings for details on alternatives or liquidity updates.