On September 4, 2026, Fold Holdings, Inc. entered into a Common Stock Purchase Agreement and a related Registration Rights Agreement with Roth Principal Investments, LLC. Under the terms of the agreement, the Company has the right, but not the obligation, to sell up to $25,000,000 of newly issued common stock to Roth Principal Investments over the term of the agreement.
The agreement allows the Company to direct Roth Principal Investments to purchase shares of common stock through various methods, including Market Open Purchases, Intraday Purchases, Pre-Market Purchases, and Post-Market Purchases. The timing and amount of these sales are at the sole discretion of the Company and depend on factors such as market conditions and the Company's funding needs.
The purchase price for shares sold in a Market Open Purchase is calculated based on the volume weighted average price (VWAP) during the Market Open Purchase Period, less a fixed 3.0% discount. For Intraday Purchases, Pre-Market Purchases, and Post-Market Purchases, the price is calculated based on the VWAP during the respective periods, with discounts of 3.0%, 5.0%, and 5.0%, respectively.
The agreement includes a limitation on the total number of shares that can be issued to Roth Principal Investments. Under applicable Nasdaq rules, the Company may not issue more than 10,942,804 shares of Common Stock, which represents 19.99% of the shares issued and outstanding immediately prior to the execution of the Purchase Agreement, unless stockholder approval is obtained to exceed this cap.
