Material Agreement, Private Placement, Regulation FD Presentation (Form 8-K)

Fold Secures $250 Million Equity Purchase Facility Intended to Expand Bitcoin Treasury Holdings

PHOENIX, June 17, 2025 - Fold Holdings, Inc. (NASDAQ: FLD) ("Fold" or the "Company"), the first publicly traded bitcoin financial services company, today announced that it has entered into an agreement for a $250 million equity purchase facility ("Facility"), with the net proceeds primarily intended to be used to acquire additional bitcoin for Fold's corporate treasury.

Pursuant to the Facility, the Company, in its sole discretion, has the right, but not the obligation, to issue and sell up to $250 million in newly issued shares of the Company's common stock ("Common Stock"), subject to certain conditions, including that a registration statement covering the resale of the Common Stock be filed and declared effective by the Securities and Exchange Commission ("SEC"). The Company is not required to use the Facility and controls the timing and amount of any drawdown on the Facility, subject to certain restrictions under the Facility. The Company expects to use the net proceeds from the Facility, if any, primarily to acquire additional bitcoin for Fold's corporate treasury.

The offers and sales of the Common Stock issuable under the Facility will be made in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. The Company plans to file with the SEC a registration statement relating to the resale of the Common Stock issuable under the Facility. The Company cannot draw on the Facility, and the Common Stock may not be sold nor may offers to buy be accepted, prior to the time that the registration statement covering the resale of the Common Stock is declared effective by the SEC. This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, served as the exclusive placement agent to the Company in connection with the establishment of the Facility.

About Fold

Fold (NASDAQ: FLD) is the first publicly traded bitcoin financial services company, making it easy for individuals and businesses to earn, save, and use bitcoin. With over 1,490 BTC in its treasury, Fold is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Credit Card, Fold Bitcoin Gift Card, and Fold Card, the Company is building the bridge between traditional finance and the bitcoin-powered future.