FLD

#4458
Fold Holdings, Inc. - Class A Common Stock
0.5 3 USD
-0.13%
Market Price
Sektor: Finanzen
Basis: USD
Gewinnwährung: USD
Tagesspanne
0.53
0.53
Jahresspanne
0.36
1.73
Tagesänderung
-13.11%
Monatliche Änderung
+15.22%
6 month change
-64.43%
Jahresänderung
-64.19%
Vorheriger Schlusskurs
0.6 1
Open
0.5 3
Tief
0.5 3
Hoch
0.5 3
Volumen
1
Vollständige Grafik anzeigen

Financials

Übersicht Finanzbericht Statistik Documents

2026

Current report, Q3 FY2026
Fold Holdings, Inc. current report, Q3 FY2026
8-K
Current report, Q3 FY2026
Fold Holdings, Inc. current report, Q3 FY2026
8-K
Current report, Q3 FY2026
Fold Holdings, Inc. current report, Q3 FY2026
8-K
Quarterly report, Q2 FY2026
Fold Holdings, Inc. quarterly report, Q2 FY2026
10-Q
Current report, Q2 FY2026
Fold Holdings, Inc. current report, Q2 FY2026
8-K
Current report, Q2 FY2026
Fold Holdings, Inc. current report, Q2 FY2026
8-K
Current report, Q2 FY2026
Fold Holdings, Inc. current report, Q2 FY2026
8-K
Current report, Q2 FY2026
Fold Holdings, Inc. current report, Q2 FY2026
8-K
Quarterly report, Q1 FY2026
Fold Holdings, Inc. quarterly report, Q1 FY2026
10-Q
Current report, Q1 FY2026
Fold Holdings, Inc. current report, Q1 FY2026
8-K

Fold Holdings, Inc. current report, Q2 FY2025

Full document

Fold Holdings, Inc. 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K, dated June 16, 2025, discloses material definitive agreements entered into by Fold Holdings, Inc. (the "Company"). The Company, an emerging growth company incorporated in Delaware, operates in the digital asset space and intends to use proceeds from new financing to purchase additional bitcoin for its corporate treasury, alongside working capital and general corporate purposes.

Key Financial Metrics and Agreements

The filing details the establishment of an Equity Purchase Facility and amendments to existing debt instruments. Key financial terms include:

  • Equity Commitment: An accredited investor has committed to purchase up to $250,000,000 of newly issued common stock.
  • Pricing Mechanism: Shares will be sold at a discount to the market price, specifically 97% of the lowest Daily VWAP during a Regular Purchase Pricing Period or 92% during an Accelerated Purchase Pricing Period.
  • Exchange Cap: Issuance is limited to 19.99% of outstanding shares without shareholder approval. As of June 15, 2025, with 46,434,655 shares outstanding, the initial cap is 9,282,287 shares.
  • Debt Conversion Price: The conversion price of a Senior Secured Convertible Note was reduced to $9.00 per share.
  • Warrant Exercise Price: The exercise price of Series C Warrants was reduced to $9.00 per share.
  • Placement Agent Compensation: The Company issued 75,000 shares of common stock to J.V.B. Financial Group, LLC (Cohen & Company Capital Markets) as placement fees.

Material Changes Versus Prior Period

This filing represents a significant change in the Company's capital structure and liquidity options:

  • New Liquidity Facility: The Company now has access to a $250 million equity line of credit, subject to market conditions and the 19.99% exchange cap.
  • Debt Restructuring: The Company amended a Senior Secured Convertible Note and associated warrants, lowering conversion/exercise prices to $9.00 and extending the Series C Warrant expiration to August 14, 2026.
  • Security Interest: The Company assumed obligations as a "Debtor" under a Security Agreement, granting a security interest in substantially all of its assets to the Holder of the Note.
  • Operational Restriction: The Company is prohibited from drawing down on the new Equity Purchase Facility if it fails to deliver shares upon a conversion notice for the Senior Secured Convertible Note.

Guidance, Outlook, Risks, and Contingencies

Management commentary and risk disclosures highlight the following:

  • Use of Proceeds: Proceeds are expected to be used for purchasing bitcoin, working capital, and general corporate purposes.
  • Dilution Risk: The filing explicitly warns of substantial dilution to existing stockholders and potential declines in share price due to the issuance of shares at a discount to market value.
  • Volatility: The resale of shares by the Investor could cause the market price of the Common Stock to decline and be highly volatile.
  • Termination: The Facility terminates automatically 24 months after the agreement date or upon the full purchase of the $250 million commitment, whichever occurs first.
  • Registration Rights: The Company must file a registration statement within 60 days and have it declared effective within 90 days. Failure to do so may result in liquidated damages of up to 2% of the purchase price of outstanding Advance Notices.
  • Price Floor: Advance Notices will not be deemed delivered if the bid price for Common Stock is at or below $1.20 per share.

Investor Verification Checklist

  • Verify the current trading price of FLD relative to the $1.20 floor price that blocks new issuances under the Facility.
  • Confirm the exact number of shares currently outstanding to calculate the remaining capacity under the 19.99% Exchange Cap.
  • Review the terms of the Senior Secured Convertible Note to understand the $9.00 conversion price and the risk of immediate dilution if the stock price exceeds this level.
  • Monitor the status of the registration statement for the Facility shares to ensure compliance with the 90-day effectiveness deadline to avoid liquidated damages.
  • Assess the Company's current bitcoin holdings and treasury strategy given the stated intent to use proceeds for additional bitcoin purchases.