StockDriftsFold Holdings, Inc. · FLD · S-1 · Filed
Registers 51.2M shares for $25M equity purchase facility
FLD
S-1
Equity offerings
Source: SEC EDGAR, accession 0001213900-26-101444
What did Fold Holdings, Inc. announce?
Fold filed an S-1 to register up to 51,229,508 shares for resale by Roth Principal Investments under a $25 million committed equity facility signed September 4, 2026.
Key details
- Up to 51,229,508 shares registered; shares outstanding would rise from 54,868,427 to 106,097,935 if the full amount is sold, roughly doubling the count.
- Company may receive up to $25,000,000 in aggregate gross proceeds from sales to Roth Principal Investments; it receives none of the proceeds from Roth's resales.
- Purchase price is VWAP less a fixed 3.0% discount for market-open and intraday purchases and 5.0% for pre-market and post-market purchases, with no upper price limit.
- Nasdaq Exchange Cap limits issuance to 10,942,804 shares (19.99% of shares outstanding) absent stockholder approval or an average price of at least $0.5337.
- Last reported sale price was $0.52 on September 17, 2026; a Nasdaq minimum bid price deficiency notice was received July 14, 2026, with until January 11, 2027 to regain compliance.
- The prior $250 million equity purchase facility was terminated August 27, 2026; 14,229,813 warrants remain outstanding at an average exercise price of $11.79.
Why it matters
This S-1 reports an equity offering at Fold Holdings, Inc.. The likely share-price reaction reads as negative.
Bearish