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FLD 424B3: Secondary offering

Fold Holdings, Inc.

Filed with the SEC on · accession 0001213900-26-104294

FLD filed a 424B3 (prospectus (offering)) with the SEC on Sep 29, 2026. The final terms of an offering of shares or bonds. The stock moved +5.9% by the first close after the filing.

Summary of the filing

Fold Holdings, Inc. filed a prospectus for the resale of up to 51,229,508 shares of common stock by selling stockholder Roth Principal Investments, LLC, under a common stock purchase agreement that may provide up to $25 million in gross proceeds to the company.

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

Key details

Maximum shares offered$51.2M
Maximum gross proceeds to company$25.0M
Last reported stock price$1
IssuerFold Holdings, Inc.
Selling stockholderRoth Principal Investments, LLC
Qualified independent underwriterCompass Point Research & Trading, LLC

How FLD stock reacted

Close before

$0.51

Sep 28, 2026

First close after

+5.88%

$0.54

5 trading days

+10.15%

$0.56

Since filing

-13.84%

$0.44

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Frequently asked questions

What did FLD file with the SEC on Sep 29, 2026?

FLD filed a 424B3 (Secondary offering). Fold Holdings, Inc. filed a prospectus for the resale of up to 51,229,508 shares of common stock by selling stockholder Roth Principal Investments, LLC, under a common stock purchase agreement that may provide up to $25 million in gross proceeds to the company.

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 $0.51 before the filing and $0.54 on Sep 29, 2026 (+5.88%). Five trading days later: $0.56 (+10.15%).

Other FLD SEC filings

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