Fold Holdings, Inc. (FLD) SEC Filings

Fold Holdings, Inc. (FLD) has filed a Form S-1 to register for resale up to 51,229,508 shares of common stock for Roth Principal Investments, LLC under a committed equity facility. These “Purchase Shares” may be issued to Roth over up to 36 months in the company’s discretion, with Roth then selling them into the market.

Fold may raise up to $25,000,000 in gross proceeds by selling shares to Roth at discounts to VWAP through various intraday purchase mechanisms, but it will receive no proceeds from Roth’s subsequent resales. As of September 4, 2026, shares outstanding were 54,741,392; if all 51.2 million registered shares were issued, they would equal about 48.3% of outstanding shares and 65.0% of non‑affiliate holdings, creating substantial potential dilution, subject to a 19.99% Nasdaq “Exchange Cap” and a 4.99% Beneficial Ownership Limitation.

Fold operates a bitcoin‑focused financial services platform offering FDIC‑insured checking, Visa debit and credit products, bill pay, bitcoin rewards, and custody via BitGo, and it holds bitcoin in its treasury. The filing highlights risks including Nasdaq minimum bid price compliance, bitcoin price volatility, need for additional financing, regulatory uncertainty around crypto and consumer finance, and dependence on key partners such as BitGo and banking/card program providers.

Fold Holdings, Inc. (FLD) filed a Form D to report a Regulation D exempt offering of equity securities under Rule 506(b). The company has established a committed equity facility giving it the right, in its sole discretion, to sell up to $25,000,000 of common stock from time to time.

As of the notice date, $0 of securities have been sold, with the full $25,000,000 remaining available. The issuer identifies itself in the Banking & Financial Services industry, is incorporated in Delaware, and is more than five years old. No finders’ fees are reported for this offering.

Fold Holdings, Inc. (FLD) is asking stockholders at an October 22, 2026 virtual special meeting to approve a reverse stock split of its common stock at a ratio between 1-for-2 and 1-for-50, with the exact ratio and timing to be set later at the Board’s discretion, and to approve the ability to adjourn the meeting to solicit more votes if needed. The company had 54,741,392 shares outstanding as of September 4, 2026, while authorized common stock will remain at 600,000,000 shares, meaning the reverse split will significantly increase authorized but unissued shares without changing par value. The Board states the main goal is to help regain compliance with Nasdaq Listing Rule 5550(a)(2) after receiving a deficiency notice on July 14, 2026 because the stock traded below the $1.00 minimum bid; the closing price was $0.55 on September 9, 2026 and the compliance deadline is January 11, 2027. The proxy explains that delisting could terminate a $25 million Roth Principal Investments equity facility (capped at 10,942,804 shares) and trigger default on a related-party $13.0 million note bearing 10% interest and maturing February 25, 2027. The company emphasizes that ownership percentages will remain proportionate aside from cash in lieu of fractional shares, but notes potential risks including reduced liquidity, odd-lot positions, possible market-cap decline, and enhanced anti-takeover and future dilution capacity due to more available authorized shares.

Fold Holdings, Inc. (FLD) director Young Bracebridge H. Jr. reported two open-market purchases of Fold Holdings common stock on September 11, 2026, made indirectly through the Bracebridge H. Young, Jr. 1999 Family Trust, totaling 20,000 shares at prices between $0.5433 and $0.5616 per share. The trust is an irrevocable family trust for which he serves as investment advisor, and his immediate family members are beneficiaries. He also reports 189,787 shares held directly. No Rule 10b5-1 trading plan is indicated.

Fold Holdings, Inc. (FLD) entered into a Common Stock Purchase Agreement and related Registration Rights Agreement with Roth Principal Investments, LLC, creating a committed equity facility of up to $25,000,000 in newly issued common shares. The company may, at its sole discretion over up to 36 months after commencement, direct Roth to buy shares through various VWAP-based purchase types (Market Open, Intraday, Pre-Market and Post-Market Purchases) at discounts of 3.0% or 5.0% to VWAP, subject to pricing, volume and other conditions.

Issuances are limited by Nasdaq’s 19.99% Exchange Cap of 10,942,804 shares unless shareholder approval or specified pricing conditions are met, and by a 4.99% beneficial ownership cap for Roth. Initial issuances rely on a private placement exemption, with a resale registration statement to be filed. Fold plans to use any net proceeds for product development, working capital and general corporate purposes and will pay Roth a commitment fee of up to $500,000 through 10% cash withholdings on purchases, and $50,000 to Compass Point as qualified independent underwriter.

Fold Holdings, Inc. (FLD) reports that Chief Technology Officer Thomas J. Dickman acquired 5,000 shares of common stock on August 31, 2026 through the 2025 Employee Stock Purchase Plan at a 15% discount to the average trading price that day. On September 1, 2026, 17 restricted stock units converted one-for-one into common stock, leaving 207 RSUs outstanding. On September 2, 2026, he sold 6 shares at $0.457 per share solely to cover tax withholding obligations via a mandated “sell to cover” transaction; no Rule 10b5-1 trading plan is reported.

Fold Holdings, Inc. (FLD) reports that Chief Executive Officer and ten percent owner William Brian Reeves converted a total of 12,624 restricted stock units into common stock on September 1, 2026, then on September 2, 2026 sold 5,781 common shares at $0.457 per share to cover tax withholding obligations under a mandated "sell to cover" arrangement, which the company states was not a discretionary transaction by Mr. Reeves. No Rule 10b5-1 trading plan is reported.

Fold Holdings, Inc. (FLD) reported that Chief Financial Officer Wolfe Repass exercised restricted stock units into a total of 4,195 shares of common stock on September 1, 2026, and on September 2, 2026 sold 1,342 common shares at $0.457 per share to cover tax withholding obligations under an issuer-mandated “sell to cover” arrangement; no Rule 10b5-1 trading plan is reported.

Fold Holdings, Inc. (FLD) has an effective prospectus supplement covering up to 9,282,287 shares of common stock, updating its existing Form S-1 registration. The supplement incorporates a recent report that on August 27, 2026 the company elected to terminate its Equity Purchase Facility Agreement, under which an investor had committed to purchase up to $250,000,000 of newly issued common stock, with termination effective September 3, 2026 and no prepayment fees or penalties. The facility had been entirely discretionary for the company and there were no outstanding advance notices when it was ended. Fold Holdings states the facility was terminated to provide the option of alternative financing. The same report notes that the Board of Directors has set October 22, 2026 as the date of a special shareholder meeting, with a record date of September 4, 2026.