Fold Holdings Secures $25M Committed Equity Facility with Roth Principal Investments

summarizeSummary

Fold Holdings signed a $25M committed equity facility with Roth Principal Investments, allowing it to sell shares at a 3-5% discount to VWAP over 36 months. The facility is capped at 19.99% of outstanding shares and carries a $500K commitment fee.

check_boxKey Events · Financing and Capital Events · FLD

• $25M Committed Equity Facility Signed

  Fold Holdings entered into a Common Stock Purchase Agreement with Roth Principal Investments on September 4, 2026, giving the company the right to sell up to $25M of newly issued shares over 36 months.

• Discount Structure and Fees

  Purchases are priced at a 3.0% discount to VWAP for Market Open/Intraday purchases and 5.0% for Pre-Market/Post-Market purchases. A commitment fee of up to $500,000 is withheld at 10% of each purchase price.

• Exchange Cap and Ownership Limits

  Issuance is capped at 10,942,804 shares (19.99% of outstanding) without shareholder approval, and Roth's beneficial ownership is limited to 4.99%. 51,229,508 shares have been reserved.

• Nasdaq Delisting Context

  This facility arrives while Fold is under a Nasdaq delisting notice for trading below $1.00 and has proposed a reverse stock split of up to 1-for-50 to regain compliance.

auto_awesomeAnalysis · FLD · Crypto Assets

Fold Holdings has entered into a $25 million committed equity facility with Roth Principal Investments, giving the company the right — but not the obligation — to sell newly issued shares at a 3% to 5% discount to VWAP over a 36-month term. The facility is capped at 10.9 million shares (19.99% of outstanding) unless shareholder approval is obtained, and Roth's ownership is limited to 4.99%. This provides a flexible funding source at a time when Fold is under Nasdaq delisting pressure and has proposed a reverse stock split, but the discount structure and potential dilution are meaningful costs. No shares have been sold yet; the company controls timing and amount.