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FLD 424B3: Secondary offering

Fold Holdings, Inc.

Filed with the SEC on · accession 0001193125-26-384300

FLD filed a 424B3 (prospectus (offering)) with the SEC on Sep 8, 2026. The final terms of an offering of shares or bonds. The stock moved +4.0% by the first close after the filing.

Summary of the filing

Fold Holdings, Inc. entered into a Common Stock Purchase Agreement with Roth Principal Investments, LLC to sell up to $25,000,000 of newly issued common stock at the company's discretion over a 36-month period, subject to conditions including a minimum stock price of $0.10.

For details, click here →How to read a 424B3 →

Key details

Maximum offering amount under Purchase Agreement$25.0M
IssuerFold Holdings, Inc.
InvestorRoth Principal Investments, LLC

How FLD stock reacted

Close before

$0.54

Sep 4, 2026

First close after

+3.97%

$0.56

5 trading days

-2.49%

$0.53

Since filing

-18.41%

$0.44

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Frequently asked questions

What did FLD file with the SEC on Sep 8, 2026?

FLD filed a 424B3 (Secondary offering). Fold Holdings, Inc. entered into a Common Stock Purchase Agreement with Roth Principal Investments, LLC to sell up to $25,000,000 of newly issued common stock at the company's discretion over a 36-month period, subject to conditions including a minimum stock price of $0.10.

What does a secondary offering mean for FLD stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B3?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did FLD stock react to this filing?

FLD closed at $0.54 before the filing and $0.56 on Sep 8, 2026 (+3.97%). Five trading days later: $0.53 (-2.49%).

Other FLD SEC filings

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