Fold Holdings enters USD 25 million unregistered equity facility with Roth Principal Investments

• Fold Holdings entered a common stock purchase agreement with Roth Principal Investments for up to USD 25 million of newly issued common stock.
• Shares issued before the resale registration statement becomes effective will be sold in an unregistered offering under Securities Act Section 4(a)(2) and Rule 506(b).
• Company controls timing of sales for up to 36 months from commencement, subject to a USD 0.1 minimum prior-day closing price condition.
• Nasdaq limits issuances to 10,942,804 shares without stockholder approval, subject to pricing exceptions; Roth ownership capped at 4.99%.
• Roth commitment fee up to USD 500,000, withheld as 10% of each purchase amount until fully paid.

Disclaimer: This news brief was created by Public Technologies (PUBT) using generative artificial intelligence. While PUBT strives to provide accurate and timely information, this AI-generated content is for informational purposes only and should not be interpreted as financial, investment, or legal advice. Fold Holdings Inc. published the original content used to generate this news brief via EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system operated by the U.S. Securities and Exchange Commission (Ref. ID: 0001193125-26-384299), on September 08, 2026, and is solely responsible for the information contained therein.