Fold Holdings agrees to sell up to $25 million of stock to Roth Principal Investments
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.
Key points
- 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
The filing
Written by AI on Nov 9, 2026, 11:44 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on September 08, 2026.
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.