Week #54

USD/BTC = $76,701
Block 966,880

Here are the stocks I plan on buying this week:

🐂 = Bull Case
🐻 = Bear Case

Latest Updates:

Sphere 3D (ANY)

Investor relations page is still down. Might have to delete the link next week.

Fold (FLD) Dilution is coming! and a family office bought a little under 200k shares!

Fold Holdings, Inc. entered into a $25 million committed equity line of credit (ELOC) with Roth Principal Investments, LLC on September 4, 2026, allowing the company to raise capital on demand by selling newly issued common stock over a 36-month period.  

Key Deal Terms

 Total Commitment: Roth agreed to purchase up to $25,000,000 worth of newly issued shares of Fold common stock (FLD) from time to time over up to 36 months.  

 Discretionary Timing: Fold is under no obligation to sell; Fold retains sole discretion over when, how often, and how many shares to sell.  

 Commitment Fee: Up to $500,000, paid to Roth by withholding 10% from the proceeds of each stock sale until fully satisfied.  

 Upfront Costs: Fold paid Roth $75,000 for legal expenses (plus up to $7,500 quarterly for ongoing diligence) and $50,000 to Compass Point Research & Trading to serve as the Qualified Independent Underwriter (QIU).  

 Intended Use of Funds: Proceeds are designated for product development, working capital, and general corporate purposes.  

Purchase Mechanics & Pricing

Fold can issue purchase notices across four daily windows, selling shares at a set discount to the Volume-Weighted Average Price (VWAP):  

 Market Open & Intraday Purchases: Priced at a 3.0% discount to the VWAP.  

 Pre-Market & Post-Market Purchases: Priced at a 5.0% discount to the VWAP.  

 Threshold Floor Price: Fold cannot direct Roth to purchase shares if the previous trading day's closing price falls below $0.10 per share.  

 Short-Selling Restriction: Roth and its affiliates are barred from entering into short sales or establishing net short positions on Fold stock during the agreement.  

Dilution & Ownership Caps

 Exchange Cap (19.99%): To comply with Nasdaq listing rules, Fold cannot issue more than 10,942,804 shares (19.99% of outstanding shares) under this agreement without prior shareholder approval, unless sales occur at or above the base benchmark price ($0.5337).  

 Beneficial Ownership Limit: Roth cannot purchase or receive shares that would result in it beneficially owning more than 4.99% of Fold’s outstanding common stock at any single time.  

 Authorized Share Reservation: Fold reserved 51,229,508 common shares specifically to support issuances under this facility.  

Context and Strategic Impact

With Fold common stock trading at $0.5387 and a non-affiliate public float valued around $16.8 million as of the filing, this facility provides Fold with a flexible liquidity lifeline to fund operations without debt. However, because shares are sold to Roth at a 3% to 5% discount and subsequently resold into the open market, drawing heavily on this facility introduces ongoing downward price pressure and dilution for existing FLD shareholders.

Commentary:

Slow news week. Still making my purchases. Soon will update the stacker stocks portfoilo with the updated buys. I am thinking of adding the Superplanet to this buying list. But then again I think I have enough equities. So many decisions to make.