Fold Holdings enters $25M common stock purchase agreement with Roth Principal Investments

Fold Holdings, Inc.

Up to $25M common stock purchase agreement with Roth Principal Investments, LLC dated Sep 4, 2026.
Company controls sales; purchases at 3% (market open/intraday) or 5% (pre/post-market) VWAP discount.
Term 36 months post-registration effectiveness; threshold price $0.10; 4.99% beneficial ownership cap.
Exchange cap 19.99% of outstanding (10,942,804 shares) unless stockholder approval or price condition met.
$500,000 commitment fee satisfied via 10% withholding on purchases; proceeds for product development, working capital.

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