{"filing":{"accession_number":"0001193125-26-384299","cik":"0001889123","ticker":"FLDDW","company_name":"Fold Holdings, Inc.","form":"8-K","filing_date":"2026-09-08","report_date":"2026-09-04","primary_document":"fld-20260904.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1889123/000119312526384299/fld-20260904.htm"},"events":[{"id":31725,"run_id":29127,"accession_number":"0001193125-26-384299","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.94,"summary":"Fold Holdings entered into a Common Stock Purchase Agreement with Roth Principal Investments granting the right to sell up to $25,000,000 of newly issued common stock over 36 months at a 3.0–5.0% discount to VWAP, with an Exchange Cap of 10,942,804 shares (19.99% of outstanding). The Company also completed an unregistered sale of common stock to Roth Principal Investments under Section 4(a)(2) and Regulation D Rule 506(b), representing a material dilutive equity issuance.","company_name":"Fold Holdings, Inc.","ticker":"FLDDW","filing_date":"2026-09-08","form":"8-K","submitted_at":null,"items":[{"id":34693,"accession_number":"0001193125-26-384299","item_number":"1.01","item_title":"ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Fold Holdings entered into a Common Stock Purchase Agreement with Roth Principal Investments granting the Company the right to sell up to $25,000,000 of newly issued common stock over 36 months at a 3.0–5.0% discount to VWAP. This is a classic at-the-market (ATM) or equity line of credit arrangement. The filing explicitly notes the Exchange Cap limitation of 10,942,804 shares (19.99% of outstanding), indicating material dilution potential. Such arrangements are hallmark dilutive issuances used by smaller-cap companies to raise capital opportunistically.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T10:11:46.713920+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34694,"accession_number":"0001193125-26-384299","item_number":"3.02","item_title":"UNREGISTERED SALES OF EQUITY SECURITIES.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of Common Stock to Roth Principal Investments under a Purchase Agreement, relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The filing explicitly references incorporation of Item 1.01 details and confirms issuance of shares to an accredited investor prior to Registration Statement effectiveness—a classic private placement structure. This is a dilutive equity issuance material to investors assessing capital structure and ownership changes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T10:11:46.713920+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":34693,"accession_number":"0001193125-26-384299","item_number":"1.01","item_title":"ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Fold Holdings entered into a Common Stock Purchase Agreement with Roth Principal Investments granting the Company the right to sell up to $25,000,000 of newly issued common stock over 36 months at a 3.0–5.0% discount to VWAP. This is a classic at-the-market (ATM) or equity line of credit arrangement. The filing explicitly notes the Exchange Cap limitation of 10,942,804 shares (19.99% of outstanding), indicating material dilution potential. Such arrangements are hallmark dilutive issuances used by smaller-cap companies to raise capital opportunistically.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T10:11:46.713920+00:00","company_name":"Fold Holdings, Inc.","ticker":"FLDDW","filing_date":"2026-09-08"},{"id":34694,"accession_number":"0001193125-26-384299","item_number":"3.02","item_title":"UNREGISTERED SALES OF EQUITY SECURITIES.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of Common Stock to Roth Principal Investments under a Purchase Agreement, relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The filing explicitly references incorporation of Item 1.01 details and confirms issuance of shares to an accredited investor prior to Registration Statement effectiveness—a classic private placement structure. This is a dilutive equity issuance material to investors assessing capital structure and ownership changes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T10:11:46.713920+00:00","company_name":"Fold Holdings, Inc.","ticker":"FLDDW","filing_date":"2026-09-08"}]}