Fold Sets Oct 22 Vote on 1-for-50 Reverse Split; Series A Warrant Repricing and $25M Roth Facility Disclosed

summarizeSummary

Fold Holdings' definitive proxy sets an October 22 vote on a reverse stock split of up to 1-for-50 to regain Nasdaq compliance, and discloses a Series A Warrant repricing provision plus a $25M Roth equity facility.

check_boxKey Events · Corporate Governance and Compliance · FLD

• Reverse Split Vote Set for Oct 22

  Shareholders vote on a reverse stock split of between 1-for-2 and 1-for-50, with the Board holding discretion on the final ratio and timing. The split is intended to lift the stock above Nasdaq's $1.00 minimum bid price requirement.

• Series A Warrant Repricing Risk

  The Series A Warrant contains a one-way 'Event Market Price' provision: if the stock trades below the post-split exercise price during a seven-day measuring window after the split, the exercise price automatically drops to 110.4% of the lowest VWAP — with no increase in share count. A separate full-ratchet anti-dilution clause applies to any future below-strike issuance.

• $25M Roth Equity Facility

  The company signed a Common Stock Purchase Agreement with Roth Principal Investments on September 4, 2026, allowing sales of up to $25M of new shares over 36 months. Issuances are capped at 10,942,804 shares (19.99% of pre-execution outstanding) unless stockholder approval is obtained or the purchase price meets the Base Price.

• $13M SATS Note Default Risk

  A $13.0M senior unsecured note from SATS Credit Fund L.P. (managed by Ten31, an affiliate of director Jonathan Kirkwood) bears 10% interest and matures February 25, 2027. A Nasdaq delisting would constitute an event of default, potentially accelerating all principal and accrued interest.

auto_awesomeAnalysis · FLD · Crypto Assets

Fold Holdings is asking shareholders to approve a reverse stock split of up to 1-for-50 to regain Nasdaq compliance after its stock fell below the $1.00 minimum bid price. The definitive proxy reveals two material new facts: the Series A Warrant contains a one-way repricing provision that automatically lowers the exercise price if the stock trades below the post-split strike during a short measuring window, and the company has signed a $25M committed equity facility with Roth Principal Investments. The warrant repricing is a real risk — if triggered, the warrant holder gets the same number of shares for a lower aggregate price, diluting existing holders without any corresponding benefit. The Roth facility provides runway but adds up to 10.9M shares of potential dilution. Against a backdrop of a $9.7M quarterly loss and a delisting notice, this vote is effectively a survival decision: approve the split or risk losing Nasdaq listing, which would terminate the Roth facility and trigger a default on the $13M SATS note.