Fold Holdings, Inc. (FLD) Form 8-K — Sep 8, 2026
Fold Holdings, Inc. entered into a Common Stock Purchase Agreement and Registration Rights Agreement with Roth Principal Investments, LLC on September 4, 2026, giving the company the right, in its sole discretion, to sell up to $25,000,000 of newly issued common stock to Roth over a term of up to 36 months after a Commencement Date tied to registration effectiveness and FINRA clearance. Purchases under the facility are priced at a 3.0% discount to volume-weighted average price for Market Open and Intraday Purchases and a 5.0% discount for Pre-Market and Post-Market Purchases, and Fold is under no obligation to sell any shares.
Key figures
- Gross Proceeds
- up to $25,000,000 maximum aggregate gross purchase price (Total Commitment)
- Commitment Fee
- $500,000
- Threshold Price
- $0.10
- Total Commitment
- $25,000,000
- Exchange Cap Shares
- 10942804
- Exchange Cap Percent
- 19.99% of shares outstanding immediately prior to execution
- Facility Term Months
- 36
- Warrant Exercise Price
- 11.5
- Emerging Growth Company
- Yes
- Beneficial Ownership Cap
- 4.99%
- Business Combination Date
- February 14, 2025
- Non Affiliate Market Value
- $16.8 million
- Commitment Fee Withholding
- 10% of each purchase price until $500,000 received
- Shares Reserved For Issuance
- 51229508
- Vwap Discount Pre And Post Market
- 5.0%
- Vwap Discount Market Open And Intraday
- 3.0%
- Qualified Independent Underwriter Fee
- $50,000
Price after filing
Close on the filing date to close N calendar days later (from $0.56). Historical, not a forecast.
AI analysis
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