Every material Form 8-K Fold Holdings, Inc. has filed with the SEC since August 11, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
On September 4, 2026, Fold Holdings entered into a Common Stock Purchase Agreement with Roth Principal Investments, LLC that lets the company sell up to $25,000,000 of newly issued common stock over time, at its sole discretion and with no obligation to sell. Sales would add new shares and dilute existing shareholders, and the discounted purchase prices and a share issuance cap of 10,942,804 shares may affect the per-share value received.
Agreement dated September 4, 2026, with Roth Principal Investments, LLC, includes a related Registration Rights Agreement.
The company may sell up to $25,000,000 of newly issued common stock, but it is under no obligation to sell any shares.
Purchases can begin only after a resale registration statement is declared effective by the SEC, and run for up to 36 months from the Commencement Date.
Purchase prices are set at a VWAP-based discount of 3.0% for market open and intraday purchases and 5.0% for pre-market and post-market purchases; issuance above 10,942,804 shares (19.99% of outstanding shares) requires stockholder approval
Fold Holdings notified its investor on August 27, 2026 that it is terminating the Equity Purchase Facility, which had committed up to $250 million in new common stock purchases. No advance notices were outstanding, and the company said it paid no prepayment fees or penalties; it ended the facility to keep the option of alternative financing. The company also said it set October 22, 2026 for a special shareholder meeting on matters in its August 7, 2026 preliminary proxy statement.
Termination takes effect September 3, 2026; no advance notices were outstanding at the time of notice
The facility had a commitment of up to $250 million in newly issued common stock, drawn at the company's discretion
No prepayment fees or penalties were incurred
Special shareholder meeting set for October 22, 2026; record date September 4, 2026
Fold Holdings reported second-quarter 2026 revenue of $6.1 million, down from $8.2 million a year earlier, and a net loss of $9.7 million, compared with net income of $13.4 million in the same quarter of 2025. The company said lower bitcoin prices pressured transaction activity and that it eliminated about $20 million of secured debt. The release contains no financial guidance, and for shareholders the quarter shows lower revenue and a return to a loss.
Q2 2026 revenue was $6.1 million, versus $8.2 million in Q2 2025.
Net loss was $9.7 million, or $0.19 per diluted share, versus net income of $13.4 million, or $0.28 per diluted share, a year earlier.
Adjusted EBITDA loss was $5.5 million for the quarter.
More than 2,000 Fold Credit Card cardholders as of August 11, 2026, with the company eliminating about $20 million of secured debt.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Fold Holdings, Inc. filing is on SEC EDGAR ↗. 8-K briefs of other companies →