Fold Holdings Enters Up to $25M Stock Purchase Agreement with Roth

What Happened

• On September 4, 2026, Fold Holdings, Inc. announced a Common Stock Purchase Agreement and related Registration Rights Agreement with Roth Principal Investments, LLC. Under the agreement the company may, at its option, sell up to $25,000,000 of newly issued common stock to Roth (subject to conditions) over a period of up to 36 months after the agreement’s Commencement Date. The Commencement occurs only after certain conditions are met, including the effectiveness of a registration statement the company will file for Roth’s resale of purchased shares.
• Sales are at Fold’s discretion (no obligation to sell). Purchases may be executed as Market Open, Intraday, Pre‑Market or Post‑Market Purchases with per‑share pricing tied to the volume‑weighted average price (VWAP) for the applicable purchase period less fixed discounts (3% for Market Open/Intraday; 5% for Pre‑Market/Post‑Market). There is a $0.10 threshold price condition for purchases to proceed.

Key Details

• Agreement date: September 4, 2026; capacity: up to $25,000,000 of common stock.
• Term: up to 36 months after Commencement (which requires an effective registration statement).
• Exchange cap: may not issue more than 10,942,804 shares under Nasdaq rules (equal to 19.99% of shares outstanding before the agreement) unless stockholder approval or a price test is met.
• Roth ownership cap: cannot beneficially own more than 4.99% of outstanding shares.
• Pricing mechanics: VWAP‑based pricing with a fixed 3% discount for Market Open/Intraday and 5% for Pre/Post‑Market purchases. Purchases require the prior purchases to have settled.
• Fees: Commitment fee up to $500,000 satisfied by Roth withholding 10% of each Purchase’s proceeds until $500,000 is received; Compass Point engaged as qualified independent underwriter for $50,000.
• Initial issuances to Roth will rely on exemptions (Section 4(a)(2) and Rule 506(b)); the company will file a registration statement for resale under the Registration Rights Agreement.

Why It Matters

• This agreement gives Fold a flexible, on‑demand financing option that can provide up to $25M in potential capital, subject to market conditions and completion of the required registration. Because sales are at the company’s discretion, Fold can time sales to its capital needs.
• However, any sales will dilute existing shareholders and proceeds per share will be affected by the VWAP‑based pricing and fixed discounts (reducing gross proceeds). Nasdaq issuance limits and Roth’s 4.99% ownership cap constrain how many shares can be issued under this facility without further approvals.
• Investors should watch for the Company’s Commencement (SEC declaration of the registration statement effective) and any subsequent notices of actual share sales, which will increase share count and can affect the stock’s supply and price.