Fold Holdings enters 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).
The company controls the 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 is capped at 4.99%.
Roth will receive a commitment fee of up to USD 500,000, withheld as 10% of each purchase amount until fully paid.