FLD 10-K & 10-Q changes, risk factors and insider trading
Fold Holdings, Inc. (also FLDDW) · Nasdaq · Finance Services · CIK 1889123 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The slowing or stopping of the development or acceptance of bitcoin and bitcoin-based technologies, and blockchain networks more broadly, could have a material adverse effect on the successful development and adoption of our business.”
New heading “Volatility in the price of bitcoin could limit our options in obtaining cash funding on favorable terms.”
New heading “We have a history of negative cash flows.”
New heading “We may not be able to generate sufficient cash flow to service all of our obligations.”
New heading “We rely on our program agreement with Sutton Bank to offer our Fold prepaid card product. If our relationship with Sutton Bank, or other bank relationships established in the normal course of business, were to end, our ability to continue to offer our card product would be affected, which could affect our financial and business results.”
New heading “Risks Related to Our Credit Card”
New heading “Our ability to offer, service, and grow the Fold Credit Card depends on our ability to retain and obtain key third-party partners, including a lender, which we do not currently have. Our failure to obtain a lender, or the failure or inability of existing or future partners to perform their obligations for our credit card program (including by reason of insolvency) could disrupt or terminate our ability to offer the credit card.”
New heading “The Fold Credit Card is a new and complex product, and we may not be able to attract and retain cardholders or operate the program profitably.”
New heading “We may be responsible for significant verified fraud losses, charge-offs and other credit losses in connection with the Fold Credit Card, and our underwriting, pricing and risk management models may not be effective.”
New heading “If the information provided to us by applicants is incorrect or fraudulent, or if our fraud detection and identity verification controls fail, our results of operations and reputation may be harmed.”
New heading “Credit card receivables will be held by a special purpose vehicle, and the SPV structure and related servicing and financing arrangements could expose us to additional legal, operational, liquidity and insolvency risks.”
New heading “We are exposed to risks associated with transaction disputes in connection with Fold-branded payment card transactions, which may adversely affect our business, financial condition, and results of operations.”
New heading “The Fold Credit Card is subject to extensive laws, regulations, and industry standards, and heightened regulatory scrutiny could increase our compliance costs, limit our product offerings, or result in enforcement actions.”
New heading “Bitcoin rewards offered with the Fold Credit Card depend on third-party custodians and service providers, and issues with those parties or changes in law or regulation could disrupt rewards and adversely affect our business.”
New heading “Risks Related to Our Equity Purchase Facility”
New heading “The sale of our Common Stock to SZOP may cause dilution to existing stockholders and the subsequent sale of the shares of Common Stock acquired by SZOP, or the perception that such sales may occur, could cause the price of our Common Stock to fall.”
New heading “It is not possible to predict the actual number of shares of Common Stock we may sell to SZOP under the Facility, or the actual gross proceeds resulting from such sales.”
New heading “We may not have access to the full amount available under the Facility with SZOP. We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.”
New heading “Sales of a substantial number of our securities in the public market by the selling stockholders named in our Registration Statement and/or by our existing securityholders could cause the price of our shares of Common Stock to fall.”
New heading “Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.”
New heading “We may incorporate artificial intelligence (“AI”) into our internal operations, for example, to enhance employee productivity. Implementation of artificial intelligence technologies may result in legal and regulatory risks, reputational harm, or other adverse consequences to our business.”
New heading “Changes in U.S. tax laws, as well as the application of such laws, could adversely impact our financial position and operating results.”
New heading “Our ability to use our deferred tax assets may be subject to certain limitations under U.S. law.”
New heading “We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as war and terrorism, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.”
Removed heading “You should consider carefully all of the risks described below, which we believe are the principal risks that we face and of which we are currently aware, and all of the other information contained in this Annual Report. If any of the events or developments described below occur, our business, financial condition or results of operations could be negatively affected.”
Removed heading “If we cannot keep pace with rapid industry changes to provide new and innovative products and services, the use of our products and services, and consequently our net revenue, could decline, which could adversely impact our business, operating results, and financial condition.”
Removed heading “We rely on our agreements with Fortress and BitGo to offer our Bitcoin-related services. If our relationship with either Fortress or BitGo were to end, the ability to continue to offer our Bitcoin services would be affected, which could affect our financial and business results.”
Removed heading “Environmental, social and governance factors may impose additional costs and expose us to new risks.”
Removed heading “Changes in U.S. and foreign tax laws, as well as the application of such laws, could adversely impact our financial position and operating results.”
Removed heading “Our ability to use our deferred tax assets may be subject to certain limitations under U.S. or foreign law.”
Removed heading “We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as terrorism, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.”
Removed heading “If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.”
Removed heading “Nasdaq may delist our securities from trading which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.”
Removed heading “Future resales of our securities may cause the market price of such securities to drop significantly, even if our business is doing well.”
Removed heading “We may issue additional shares or other equity securities without your approval, which would dilute your ownership interest and may depress the market price of our securities.”
Removed heading “Fluctuations in operating results, quarter to quarter earnings and other factors, including incidents involving customers and negative media coverage, may result in significant decreases in the price of our securities.”
Removed heading “An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities.”
Removed heading “Claims for indemnification by our directors and officers may reduce its available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.”
Removed heading “The Public Warrants have become exercisable for shares of our Common Stock, which exercise could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.”
Removed heading “We may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least a majority of the then outstanding Public Warrants or for amendments necessary for the warrants to be classified as equity. As a result, the exercise price of the Public Warrants could be increased, the exercise period could be shortened and the number of shares of Common Stock purchasable upon exercise of a Public Warrant could be decreased, all without your approval.”
Removed heading “We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.”
Removed heading “A 1% U.S. federal excise tax may be imposed on us in connection with our redemptions of our shares in connection with redemptions pursuant to the Business Combination.”
Largest changes
see in full comparisonAs we expand and localize our international activities, we will become increasingly obligated to comply with the laws, rules, regulations, policies, and legal interpretations of both the jurisdictions in which we operate and those into which we offer services on a cross-border basis. For instance, financial regulators outside the United States have increased their scrutiny of crypto asset service providers over time, such as by requiring crypto asset custodians and other service providers operating in their local jurisdictions to be regulated and licensed under local laws. Moreover, laws regulating financial services, the internet, mobile technologies, crypto, and related technologies outside of the United States are highly evolving, extensive and often impose different, more specific, or even conflicting obligations on us, as well as broader liability. In addition, weWe are required to comply with laws and regulations related to economic sanctions and export controls enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”),and the U.S. Department of Commerce’s Bureau of Industry and Security,andas well as U.S. anti-money laundering and counter-terrorist financing laws andregulations,regulations enforced by the Financial Crimes Enforcement Network (“FinCEN”) and certain state financial services regulators. U.S. sanctions and export control laws and regulations generally restrict dealings by persons subject to U.S. jurisdiction with certain jurisdictions that are the target of comprehensive embargoes, currently the Crimea Region, the so-called Donetsk People’s Republic, and the so-called Luhansk People’sRepublicRepublic,of Ukraine,Cuba, Iran, and North Korea,and Syria,as well as with persons, entities, and governments of those and other jurisdictions identified on certain prohibited party lists. Moreover, as a result of the Russian invasion of Ukraine, the United States, the E.U., the United Kingdom, and other jurisdictions have imposed wide-ranging sanctions on Russia and Belarus and persons and entities associated with Russia and Belarus. There can be no certainty regarding whether such governments or other governments will impose additional sanctions, or other economic or military measures against Russia or Belarus.WeThrough Sardine.ai, we have an OFAC compliance program in place that includes monitoring of IP addresses to identify prohibited jurisdictions and of blockchain addresses that have either been identified by OFAC as prohibited or that otherwise are believed by us to be associated with prohibited persons or jurisdictions. Nonetheless, there can be no guarantee that our compliance program will prevent transactions with particular persons or addresses or prevent every potential violation of OFAC sanctions.From time to time, we have submitted voluntary disclosures to OFAC or responded to administrative subpoenas from OFAC. Certain of these voluntary self-disclosures are currently under review by OFAC. To date, none of those proceedings has resulted in a monetary penalty or finding of violation.Any present or future government inquiries relating to sanctions could result in negative consequences for us, including costs related to government investigations, financial penalties, and harm to our reputation. The impact on us related to such matters could be substantial. Although we have implemented controls, and are working to implement additional controls and screening tools designed to prevent sanctions violations, there is no guarantee that we will not inadvertently provide access to our products and services to sanctioned parties or jurisdictions in the future.
“the uncertainty resulting from the war in Iran, the invasion of Ukraine by Russia and strategic competition and tensions between Taiwan, China and the United States and resulting sanctions, and other events (such as terrorist attacks, geopolitical unrest, natural disasters or a significant outbreak of other infectious diseases);”see in full comparison
“Nasdaq may delist our securities from trading which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.”see in full comparison
“These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low. As a result, you may suffer a loss on your investment. Furthermore, Nasdaq requires us to maintain a minimum bid price of $1.00 per share to comply with its continued listing standards. …”see in full comparison
“Although these bankruptcies, closures, liquidations and other events have not to date resulted in any loss or misappropriation of our bitcoin, nor have such events adversely impacted our access to our bitcoin, they created significant volatility in the markets for cryptocurrency generally and for bitcoin particularly and have raised the risk of loss of our and our customer's bitcoin. …”see in full comparison
“Further, in 2022, a number of blockchain protocols and crypto financial firms, and in particular protocols and firms involving high levels of financial leverage such as high-yield lending products or derivatives trading, suffered from insolvency and liquidity crises leading to the 2022 Events. Some of the 2022 Events are alleged or have been held to be the result of fraudulent activity by insiders, including misappropriation of customer funds and other illicit activity and internal controls failures. …”see in full comparison
Full comparison: every changed paragraph (402)
The below is a summary of principal risks to our business and risks associated with ownership of our securities. The risks and uncertainties described below should be carefully considered, together will all other information in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes, before making a decision to invest in our securities. Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or what we currently do not believe are material. In the event that any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected and could lead to a decline in the market price of our securities.
You should consider carefully
all of the risks described below, which we believe are the principal risks that we face and of which we are currently aware, and all of
the other information contained in this Annual Report. If any of the events or developments described below occur, our business, financial
condition or results of operations could be negatively affected.
Risks Related to ourFold’s Business and Industry
Our operating results are in part dependent on the
broader Bitcoinbitcoin economy. Due to the rapidly evolving nature of digital assets and the volatile price of Bitcoin,bitcoin, which has experienced
and continues to experience significant volatility, our operating results have, and will continue to, fluctuate significantly from quarter
to quarter in accordance with market sentiments and movements in the broader Bitcoinbitcoin economy. Our operating results will also continue to fluctuate
significantly as a result of a variety of other factors, many of which are unpredictable and in certain instances are outside of our control,
including:
our ability to attract, maintain, and grow our customer base and engage our customers;
changes in the legislative or regulatory environment or actions by U.S. or foreign governments or regulators, including fines, orders, or consent decrees;
regulatory changes or scrutiny that impact our ability to offer certain products or services;
our ability to continue to diversify and grow our subscription and services revenue;
our mix of revenue between transaction and subscription and services;
pricing for or temporary suspensions of our products and services;
investments we make in the development of products and services, as well as sales and marketing;
our ability to establish and maintain partnerships, collaborations, joint ventures, or strategic alliances with third parties;
market conditions of, and overall sentiment towards, bitcoin;
macroeconomic conditions, including interest rates, inflation and central banking policies;
adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;
the development and introduction of existing and new products and services by us or our competitors;
our ability to control costs, including our operating expenses incurred to grow and expand our operations and to remain competitive, and our costs associated with being a public company;
system failure, outages or interruptions affecting our platform or the platforms of the third-party partners we rely upon;
the financial stability of our third-party partners;
our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyber-attacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches and losses;
breaches of security or privacy;
inaccessibility of our and our partners’ platforms due to our or third-party actions;
our ability to attract and retain talent; and our ability to compete with our competitors.
Additionally, we believe that younger generations increasingly view bitcoin not as a peripheral or alternative asset, but as a core component of their financial lives. We believe that our society is entering a long-term generational wealth transfer period and transition in how households think about savings, security, and wealth preservation. We believe that this generational transition has the potential to drive growth within our industry. However, as a result of the factors outlined above, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term.
As a result of these factors, it is difficult for
us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term.
In view of the rapidly evolving nature of our business
and Bitcoin,bitcoin, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication
of future performance. Quarterly and annual expenses reflected in our financial statements may be significantly different from historical
or projected rates. Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors.
As a result, the trading price of our common stocksecurities may increase or decrease significantly.
The slowing or stopping of the development or acceptance of bitcoin and bitcoin-based technologies, and blockchain networks more broadly, could have a material adverse effect on the successful development and adoption of our business.
Our business depends on the continued growth, development, and acceptance of bitcoin, which is subject to a high degree of uncertainty. Key factors influencing the further development of bitcoin include the global adoption of bitcoin and general acceptance of blockchain networks; regulatory and quasi-government restrictions on access to and operation of bitcoin or blockchain networks more broadly; and the maintenance of open source protocols that support the bitcoin network. Additional factors, such as shifts in consumer demographics and public preferences, the availability of alternative transaction methods, the potentially speculative nature of bitcoin, and economic conditions domestically and globally, also contribute to this uncertainty. If bitcoin adoption, acceptance, or functionality slows, halts, or changes in a way that diminishes our ability to grow our business, our financial condition and growth prospects could be materially and adversely affected.
Our business is subject to extensive laws, rules,
regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets
in which we operate, including those governing financial services and banking, credit, Bitcoinbitcoin asset custody, exchange, and transfer,
privacy, data governance, data protection, cybersecurity, fraud detection, payment services (including payment processing and settlement
services), money transmission (including prepaid access), virtual currency business, consumer protection, escheatment, antitrust and competition,
bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing. Many of these legal
and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, Bitcoinbitcoin assets, generative artificial intelligence
(“AI”) and related technologies. As a result, some applicable laws and regulations do not contemplate or address unique issues
associated with the Bitcoinbitcoin economy, are subject to significant uncertainty, and vary widely across U.S. federal, state, and local
and international jurisdictions. These legal and regulatory regimes, including the laws, rules, and regulations thereunder, evolve frequently
and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another.
Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the Bitcoin
bitcoin economy, prepaid access, virtual currency businessbusiness, credit cards, and gift card resale requires us to exercise our judgment as to whether certain laws,
rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the
extent we have not complied with applicable laws, rules, and regulations, we could be subject to significant fines, revocation of licenses,
limitations on or temporary or permanent suspensions of our products and services, reputational harm, and other regulatory consequences,
each of which may be significant and could adversely affect our business, operating results, and financial condition.
We believe that the products and services offered
by us directly, as opposed to those that are offered by our third party service providers, including the Bitcoin Service ProvidersBitGo and
Sutton Bank, are not subject to supervisory authority of regulatory authorities, or are only subject to certain regulatory regimes.regimes, such as banking regulations. However,
these products and services may cause us to be deemed to be engaged in a form of regulated activity for which licensure is required or
cause us to become subject to new and additional forms of regulatory oversight or supervision. To the extent that we or our employees,
contractors, or agents are deemed or alleged to have violated or failed to comply with any laws or regulations, including related interpretations,
orders, determinations, directives, or guidance, we or they could be subject to a litany of civil, criminal, and administrative fines,
penalties, orders and actions, including being required to suspendlimit, suspend, or terminate the offering of certain products and services. Moreover,
to the extent our customers nevertheless access our and our partners’ platforms, products or services outside of jurisdictions where
we have obtained required governmental licenses and authorization, we could similarly be subject to a variety of civil, criminal, and
administrative fines, penalties, orders and actions as a result of such activity.
Due to our business activities, it is possible that
in the future we may be subject to investigations and inquiries,inquiries by U.S. federal and state regulators and foreign regulators, many
of which have broad discretion to audit and examine our business. Further, we believe increasingly strict legal and regulatory requirements
and additional regulatory investigations and enforcement, any of which could occur or intensify, may continue to result in changes to
our business, as well as increased costs, and supervision and examination for ourselves, our agents, and service providers. Moreover,
new laws, regulations, or interpretations may result in additionalfuture litigation, regulatory investigations, and enforcement or other actions,
including preventing or delaying us from offering certain products or services offered by our competitors or could impact how we offer
such products and services. Adverse changes to, or our failure to comply with, any laws and regulations have had, and may continue to
have, an adverse effect on our reputation and brand and our business, operating results, and financial condition.
Our third-party banking partner, Sutton Bank holds cash on behalf of our customers, and our third-party custody partner, BitGo safeguards bitcoin on behalf of our customers. Safeguarding customers’ cash and bitcoin is integral to the trust we build with our customers. We believe our and BitGo's policies, procedures, operational controls and controls over financial reporting help to protect us from material risks surrounding the safeguarding of these assets and conflicts of interest; however, our and/or BitGo’s efforts to develop and implement such policies, procedures, operational controls and internal controls may not be sufficient. BitGo's controls include, among others, controls over the segregation of corporate bitcoin balances from customer bitcoin balances, controls over the processes of customer bitcoin transactions, and controls relating to on-chain movement and reconciliation of bitcoin balances.
As of December 31, 2025, a substantial majority of (over 99%) the bitcoin held in our Rewards Treasury (as defined below) and Investment Treasury (as defined below, and together with the Rewards Treasury, our "Corporate Treasury") was held at BitGo. Bitcoin that we hold at BitGo is required to be held in separate wallets under Fold’s name and is required to not be commingled with the bitcoin held at BitGo on behalf of our customers, BitGo’s other customers, or BitGo itself. As of December 31, 2025, a substantial majority (over 99%) of our Corporate Treasury that we custody with BitGo was held in multi-signature cold storage wallets, with the remainder held in self-managed hot wallets for operational purposes.
All bitcoin held on behalf of our customers is stored directly at BitGo for which BitGo controls the private keys. At any given time, approximately 90% of bitcoin held in this capacity is held in omnibus cold storage wallets, with the remainder held in hot wallets used to facilitate customer withdrawals and other real-time operational needs.
Sutton Bank holds cash in accounts designated as "for the benefit of our customers." We have also entered into partnerships with third parties where our partners receive and hold customer funds. Our customers open accounts directly with BitGo to custody their bitcoin and receive other bitcoin-related services, and directly with Sutton Bank to hold cash and receive other fiat-related services. Our and our financial partners’ abilities to accurately hold customer cash and bitcoin, as well as cash and bitcoin we hold for our own investment and operating purposes, requires a high level of internal controls. We are limited in our ability to influence or manage the controls and processes of third party partners or vendors and may be dependent on our partners’ and vendors’ operations, liquidity and financial condition to manage these risks. As we maintain, grow and expand our product and services offerings we also must scale and strengthen our internal controls and processes, and monitor our third party partners’ and vendors’ ability to similarly scale and strengthen. Failure to do so could adversely impact our business, operating results, and financial condition. This is important both to the actual controls and processes and the public perception of the same.
Prudential banking regulators in the United States,
including the FDIC, have recently increased their scrutiny of bank partnerships with third-party financial service providers through the
release of statements, requests for informationinformation, and proposed regulations. These releases have coincided with a significant increase in
the number of enforcement actions relating to banks’ third-party arrangements. These and other regulatory initiatives by U.S. federal
or state prudential banking regulators may constrain the operations of our partner banks in the United States, including those with which
we may partner in the future either in addition to or in lieu of our existing arrangements. Such banks may be prohibited from partnering
with us, or may terminate our relationship once established, as a result of increased regulatory scrutiny or changes to applicable laws
and regulations.
We may be subject to additional regulatory scrutiny and recordkeeping requirements due to the recent bankruptcy case of Synapse Financial Technologies, Inc.
Fold, through its partnership with Sutton Bank (and/or
any other partner banks), may provide deposit accounts to Fold’s customers. Sutton Bank (and/or any other partner banks) may hold
funds in the deposit account in an omnibus account on behalf of customers. In certain circumstances, Sutton Bank (and/or any other partner
banks) may rely on ourFold’s records for identifying customers and reconciling certain transactions made to or from deposit accounts, including
any comingledcommingled funds within the omnibus account. Any failure by usFold to maintain complete and accurate records could create uncertainty as
to fund attribution and cause delays or outages for customers seeking to withdraw funds from or through ourFold’s platform.
Certain U.S. federal and state prudential banking
regulators have cited the recent bankruptcy case of Synapse Financial Technologies, Inc. in connection with related proposed regulatory
initiatives which may affect our business. On September 17, 2024, the FDIC, citing certain alleged recordkeeping issues attendant to Synapse’s
comingling commingling of customer funds in custodial accounts, published a notice of proposed rulemaking which would require certain heightened standards
for reconciliation and recordkeeping associated with certain custodial accounts containing comingledcommingled customer funds. These and other regulatory
initiatives by U.S. federal or state prudential banking regulators, if enacted, may increase compliance costs associated with our business
or impact our relationships with current or prospective partner banks (see above risk factor: Our relationships with bank partners
in the United States may subject us and our partners to additional regulatory scrutiny.).
We are registered as a service provider with the Visa
network. As such, we are subject to card network rules that could subject us to a variety of fines or penalties thatand mayother becompliance assessed on
us.obligations. The termination of our membershipregistration or any changes in card network rules or standards, including interpretation and implementation of
existing rules or standards, could increase the cost of operating our business or limit our ability to provide our services to our customers,
and could have a material adverse effect on our business, financial condition and results of operations.
We operate in a highly competitive industry and we compete against
companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected
if we are unable to respond to our competitors effectively.
The digitalbitcoin-focused, assetsconsumer financial services industry is highly innovative,
rapidly evolving, and characterized by healthy competition, experimentation, changing customer needs, frequent introductions of new products
and services, and subject to uncertain and evolving industry and regulatory requirements. We expect competition to further intensify in
the future as existing and new competitors introduce new products or enhance existing products. We compete against a number of companies
operating both within the United States and abroad, and both those that focus on traditional financial services and those that focus
on Bitcoin-basedbitcoin-based services. Our main competition falls into the following categories:
traditional financial firms that have entered the bitcoin market in recent years and offer overlapping features targeted at our customers;
financial technology providers that do not focus on bitcoin and may attempt to position themselves as a safer alternative to our products and services;
mobile payment companies; and companies focused on the bitcoin market, some of whom choose to operate outside of local rules and regulations or in jurisdictions with less stringent local rules and regulations and are potentially able to more quickly adapt to trends and to develop new bitcoin-based products and services as a result of operating under different regulatory frameworks.
Many innovative start-up companies and larger companies
have made, and continue to make, significant investments in research and development, and we expect these companies to continue to develop
similar or potentially superior products and technologies that compete with our products. Further, more traditional financial and non-financial
services businesses may choose to offer Bitcoin-basedbitcoin-based services in the future as the industry gainscontinues to gain adoption. Our current and potential
competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources.
the ability to offer products and services that we do not support or offer on our platform (due to constraints from regulatory authorities, our banking partners, and other factors) such as non-bitcoin digital assets or services that would requires securities, derivatives, or other specialized regulatory permissions under U.S. or foreign laws;
greater name recognition, longer operating histories, larger customer bases, and larger market shares;
larger sales and marketing budgets and organizations;
more established marketing, banking, and compliance relationships;
greater customer support resources;
greater resources to make acquisitions;
lower labor, compliance, risk mitigation, and research and development costs;
larger and more mature intellectual property portfolios;
greater number of applicable licenses or similar authorizations;
operations in certain jurisdictions with lower compliance costs and greater flexibility to explore new product offerings; and substantially greater financial, technical, and other resources.
Our long-term success depends on our ability to develop new and
innovative products and services to address and keep pace with the rapidly evolving market for payments and financial services, and,and if
we are not able to implement successful enhancements and new features for our products and services, our business, operating results and
financial condition could be materially and adversely affected.
Rapid and significant technological changes continue
to confront the industries in which we operate, including developments in digital banking, mobile financial apps, and point-of-service
solutions, as well as developments in Bitcoin and in tokenization, which replaces sensitive data (e.g., payment card information)
with symbols (tokens) to keep the data safe in the event that sensitive data is stolen or viewed by unauthorized third parties.bitcoin.
These new and evolving services and technologies
may be superior to, impair, or render obsolete the products and services we currently offer or the technologies we currently use to provide
them. For example, disruptive technologies such as generative AI may fundamentally alter the use of our products or services in unpredictable ways. We cannot predict the effects of new services and technologies on our business. However, our ability to grow our customer base and net revenue will depend heavily on our ability to innovate and create successful new products and services, both independently and in conjunction with third-party developers. Incorporating new technologies into our products and services may require substantial expenditures and take considerable time, and
we may not be successful in realizing a return on these development efforts in a timely manner or at all. Our ability to develop new and
innovative products and services may be inhibited by industry-wide standards, payment networks, existing and future laws and regulations,
resistance to change from our userscustomers' or third parties’ intellectual property rights. Our success will depend on our ability to develop
new technologies and to adapt to technological changes and evolving industry standards. If we are unable to provide enhancements and new
features for our products and services or to develop new and innovative products and services that achieve market acceptance or that keep
pace with rapid technological developments and evolving industry standards, our business, operating results and financial condition would
be materially and adversely affected.
We often rely not only on our own initiatives and
innovations, but also on third parties, including somepayment ofnetworks, ourbanking competitors,partners, and technology vendors, for the development of and access to new technologies and development
of a robust market for these new products and technologies. Failure to accurately predict or to respond effectively to developments in
our industry may significantly impair our business.
Management's Discussion & Analysis (MD&A)
New heading “The following discussion and analysis presents management’s perspective on our financial condition and results of operations, including performance metrics that management uses to assess company performance and should be read together with our financial statements and the related notes and other financial information included elsewhere in this filing.”
New heading “Unless otherwise indicated or the context otherwise requires, references included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Fold,” “we,” “us,” “our,” and the “Company” refer to the business of Fold, Inc., a Delaware corporation, prior to the Closing of the Merger, and Fold Holdings, Inc. after the Closing of the Merger.”
New heading “Product strategy”
New heading “Growth Strategy”
New heading “Bitcoin treasury strategy”
New heading “Key operating metrics”
New heading “Verified Accounts”
New heading “Transaction volumes”
New heading “Key components of results of operations”
New heading “Banking and payments revenue”
New heading “Custody and trading revenue”
New heading “Revenue Rewards”
New heading “Sales returns and allowances”
New heading “Operating Expenses”
New heading “Banking and payment costs”
New heading “Compensation and benefits expenses”
New heading “Gain (loss) on customer rewards liability”
New heading “Gain (loss) on digital assets - rewards treasury”
New heading “Other selling, general and administrative expenses”
New heading “Gain (loss) on digital assets - investment treasury”
New heading “Income tax expense”
New heading “Results of operations for the year ended December 31, 2025 and 2024”
New heading “(i) Not meaningful ("NM")”
New heading “Banking and payments”
New heading “Custody and trading”
New heading “Operating expenses”
New heading “Banking and payments costs”
New heading “Compensation and benefits”
New heading “Gain (loss) on customer reward liability and digital assets - rewards treasury”
New heading “Other Selling, General and Administrative Expenses”
New heading “Non-GAAP Financial Measures”
New heading “Adjusted EBITDA”
New heading “Adjusted EBITDA (Loss) Per Share”
New heading “Financial condition”
New heading “Legal Proceedings”
New heading “For the year ended December 31, 2025 and 2024”
New heading “Cash flows from operating activities”
New heading “Cash flows from investing activities”
New heading “Cash flows from financing activities”
New heading “Simple agreements for future equity ("SAFEs")”
New heading “Convertible notes and warrants”
New heading “Stock-based compensation expense”
Removed heading “Contractual Obligations”
Removed heading “Class A Common Stock Subject to Possible Redemption”
Removed heading “Net (Loss) Income Per Common Share”
Largest changes
“In connection with the chapter 11 bankruptcy proceeding of Prime Core Technologies, Inc. (“Prime Core”), on August 14, 2025, the Company was named as a defendant in a proceeding pending in the United States Bankruptcy Court for the District of Delaware (PCT Litigation Trust v. Fold Holdings, Inc., Adv. Pro. No. 25-52024 (JKS)), pursuant to which the litigation trust for Prime Core (“PCT Litigation Trust”) seeks avoidance and recovery of alleged preferential transfers. …”see in full comparison
“One of the foundational value propositions of bitcoin is trust and security. Over the past few years, many “crypto”-adjacent business models failed to live up to those values, prioritizing short-term gains over their duties to customers. As a result, many of these companies suffered a combination of reputational damage, bankruptcy, litigation, and fines. Throughout our existence, Fold has been focused on ensuring the safety and security of our customer assets while also complying with regulatory guidance relevant to our business. …”see in full comparison
“In addition to net loss and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) to monitor the financial health of our business. …”see in full comparison
“Unless otherwise indicated or the context otherwise requires, references included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Fold,” “we,” “us,” “our,” and the “Company” refer to the business of Fold, Inc., a Delaware corporation, prior to the Closing of the Merger, and Fold Holdings, Inc. after the Closing of the Merger.”see in full comparison
“The following discussion and analysis presents management’s perspective on our financial condition and results of operations, including performance metrics that management uses to assess company performance and should be read together with our financial statements and the related notes and other financial information included elsewhere in this filing.”see in full comparison
“The Company performs an evaluation to determine whether there are conditions or events (known and reasonably knowable), considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued. …”see in full comparison
Full comparison: every changed paragraph (212)
The following discussion and analysis presents management’s perspective on our financial condition and results of operations, including performance metrics that management uses to assess company performance and should be read together with our financial statements and the related notes and other financial information included elsewhere in this filing.
The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are based upon current expectations, as well as management’s beliefs and assumptions, and involve a high degree of risk and uncertainty. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Statements that include the words “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions that convey uncertainty of future events or outcomes are forward-looking statements. Our actual results could differ materially from those discussed or suggested in the forward-looking statements herein. Factors that could cause or contribute to such differences include those described in Item 1A - Risk Factors of this Annual Report. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. All forward-looking statements in this document are based on information available to us as of the filing date of this Annual Report and we assume no obligation to update any forward-looking statements or the reasons why our actual results may differ. See also the Cautionary Note Regarding Forward-Looking Statements in the forepart of this Annual Report.
Unless otherwise indicated or the context otherwise requires, references included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Fold,” “we,” “us,” “our,” and the “Company” refer to the business of Fold, Inc., a Delaware corporation, prior to the Closing of the Merger, and Fold Holdings, Inc. after the Closing of the Merger.
The following discussion and analysis of the Company’s
financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related
thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain
information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary
Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.
OverviewBusiness overview
Founded in 2019, Fold is a bitcoin financial services company dedicated to expanding access to bitcoin through a comprehensive suite of consumer financial services. The Company was formed with the purpose of creating a modern financial services platform that allows customers to earn, accumulate, and utilize bitcoin in their everyday life. The Company offers consumers access to a variety of traditional financial services such as an FDIC insured checking account, the Fold Debit Card, the Fold Credit Card (which has been launched on a limited basis), a bitcoin gift card, bill payments, and an extensive catalog of merchant reward offers. The Company also offers a comprehensive suite of bitcoin trading and custody solutions with low-to-zero fees, and insured custody. Fold aims to provide customers with the ability to seamlessly move between traditional USD and bitcoin products according to their financial needs. By integrating bitcoin across traditional financial services, the Company aims to act as a key point of entry for consumers to engage with and integrate bitcoin into their everyday lives. The Company's products and services are available in the United States through the Fold App.
Since Fold was founded, we have sought to be a pioneer in bitcoin consumer financial services. In 2019, our initial product allowed users to purchase merchant gift cards with bitcoin, including via the Lightning Network, a use case that was largely absent from the industry at that time. In 2020, we partnered with Visa to launch the first ever bitcoin rewards debit card. In 2022, we launched a bitcoin trading and custody product and have since added a comprehensive suite of purchase options including spot buys, dollar-cost averaging, direct paycheck conversion, and round-ups. In 2024, we provided consumers the ability to “get on zero” - the ability to live primarily off of bitcoin instead of fiat currency - and we launched a rewards product for ACH payments that allows users to earn up to 1.5% back on paying mortgages, rent, and other bill payments. In May 2025, we released the Bitcoin Gift Card, which we believe is the first of its kind to appear in physical retail networks across the country. In September 2025, we publicly announced our partnerships with Stripe and Visa to offer a bitcoin rewards credit card (the "Fold Credit Card") which launched on a limited basis in March 2026. In January, 2026 we introduced the Employee Bitcoin Bonus program, which allows employers to offer bitcoin bonuses to their employee base and manage those assets through Fold, and announced Steak 'n Shake as our first partner for this program. We expect to continue to innovate in the bitcoin consumer financial services space over the coming years. We have designed each of our core product lines to be product-level profitable at scale, inclusive of the contra-revenue effect of rewards, and we believe we are well positioned to scale those lines.
In addition to new products and features, we have committed significant resources towards optimizing our business through design and user experience updates, refinement of our systems architecture, scaling our customer support services, expanding our rewards network, and adding strategic partnerships.
One of the foundational value propositions of bitcoin is trust and security. Over the past few years, many “crypto”-adjacent business models failed to live up to those values, prioritizing short-term gains over their duties to customers. As a result, many of these companies suffered a combination of reputational damage, bankruptcy, litigation, and fines. Throughout our existence, Fold has been focused on ensuring the safety and security of our customer assets while also complying with regulatory guidance relevant to our business. We believe that a solid trust foundation is critical for continued user adoption and in building a positive brand image, both of which are crucial for our long-term success.
In addition to our core operating business, Fold has adopted a bitcoin treasury strategy that aligns our corporate goals with the products we offer to our customers. Fold views this treasury strategy as a reflection of alignment between Fold and its customers, providing exposure to the long-term value of bitcoin while supporting the financial strength and durability of the operating business. Fold considers its treasury allocation to be part of a disciplined capital strategy designed to support long-term operations and stockholder interests, rather than short-term financial outcomes. As of December 31, 2025, Fold held 1,527 bitcoin in our Investment Treasury. Refer to the Bitcoin treasury strategy section below for further detail.
We are a blank check company incorporated in Delaware
on February 19, 2021, and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more target businesses, which we refer to herein as our “Business Combination.”
On July 24, 2024, Fold, Inc. entered into the Merger Agreement with FTAC Emerald. The registration statement for the Merger was declared effective by the SEC on January 23, 2025, the Merger was approved by FTAC Emerald’s shareholders on February 13, 2025, and the business combination was finalized on February 14, 2025. The combined company now operates under the name Fold Holdings, Inc., and its Common Stock and warrants trade on the Nasdaq under the ticker symbols “FLD” and “FLDDW,” respectively.
In May 2025, we launched a new product line, the Fold Bitcoin Gift Card. This product provides customers the ability to purchase USD denominated gift cards through the Fold App, through online gift card distributors, and through brick-and-mortar retail locations across the country and redeem those gift cards for bitcoin through Fold. This product is currently available for purchase on Fold platforms, via various participating online retailers and in Kroger marketplaces. We expect to continue to roll out this product to new distribution channels over the coming months.
In June 2025, the Company entered into an agreement for a $250 million equity purchase facility (“Facility”). 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, subject to certain conditions. The Company expects that any proceeds received by it from the Facility will be used for, without limitation, purchasing additional bitcoin for the Company’s corporate treasury, working capital, and general corporate purposes. If and when the Company elects to sell shares of Common Stock to the investor pursuant to the Facility, the investor may resell all, some or none of such shares of Common Stock in its discretion and at prices subject to the terms of the Facility. Actual sales of shares of Common Stock under the Facility will depend on a variety of factors to be determined by the Company from time to time, which may include, without limitation, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for its business and operational needs. Subject to the earlier termination by the Company, as provided for in the Facility, the Facility terminates automatically on June 16, 2027. As of December 31, 2025, the Company sold 1.42 million shares of Common Stock to the investor pursuant to the Facility for gross proceeds of $4.37 million, and recognized $0.1 million of amortization related to deferred issuance costs. Refer to Note 11 of the Financial Statements for further information.
In October 2025, Fold, Inc. entered into a Master Loan Agreement with Two Prime, and subsequently entered into the First Amendment to the Master Loan Agreement (the "Amendment") in November 2025. The Master Loan Agreement and Amendment established a revolving credit facility (the "Credit Facility") pursuant to which Fold, Inc., upon the deposit of bitcoin as collateral, may borrow from Two Prime up to $45.0 million at an interest rate of 8.5% per annum. As of March 17, 2026, the Company has borrowed $10.0 million under the Credit Facility, with 250 bitcoin deposited as collateral with the custodian pursuant to the terms of the Credit Facility. The entire loan has a fixed one-year term, maturing on September 30, 2026. This loan may be renewed with substantially similar terms upon mutual agreement between the parties prior to the maturity date. Refer to Note 10 and Note 18 for further information.
In January 2026, we introduced the Employee Bitcoin Bonus program, which allows participating employers to offer bitcoin bonuses to their employee base and manage those assets through Fold, and announced Steak 'n Shake as our first partner for this program.
On February 25, 2026, the Company entered into a Purchase Agreement (the "Purchase Agreement") with SATS Credit Fund L.P. ("SATS"), an affiliate of the Company's lead director. Pursuant to the Purchase Agreement, SATS purchased from the Company a $13.0 million senior unsecured promissory note. On February 26, 2026, in connection with the closing of the Purchase Agreement, the Company repaid the March 2025 Investor Note with 500 bitcoin. On February 27, 2026, the Company repaid the June 2025 Amended Investor Note with $27.5 million. Following these transactions, the Company no longer has any outstanding convertible notes. Refer to Note 18 for further information regarding these transactions.
In March 2026, we launched the Fold Credit Card on a limited basis. The Fold Credit Card is an expansion of our bitcoin rewards Fold Debit Card. As with our Fold Debit Card, we have partnered with Visa to launch this product. Stripe is our program manager. Premium customers receive unlimited 1.5% bitcoin rewards with the ability to earn up to 4% bitcoin rewards subject to certain conditions, and a free metal card, among other benefits.
Looking ahead
Fold has a proven track record of launching products that enhance engagement with our current customers and attract new customers to our platform. We intend to continue to build on this success by expanding our existing offerings to further engage our existing users, and we expect to introduce new products to attract new customers. Here is how we intend to continue our momentum:
Product strategy
As highlighted above, we have successfully launched several new product lines during the last twelve months: (1) the Fold Bitcoin Gift Card, (2) the Fold Bitcoin Bonus program, and (3) the Fold Credit Card on a limited basis. We expect these products to continue to expand to more users and to collectively drive higher volumes, revenues, and margins, but we also expect them to drive both new user acquisition and contribute to deeper engagement within the Fold ecosystem.
In addition to these new products, we are devoting significant time and resources to our custody and trading platform which we expect to become a significant growth driver for Fold. Specifically, we are refining our onboarding experience, our funding options, our systems architecture, and our geographic footprint where we offer this product. Over the course of the next few quarters we expect to continue to add new consumer financial services that complement and enhance our current offerings.
The timing of these product and feature releases will impact our ability to meet financial targets for 2026 and beyond; however, we expect that each of these releases will further enhance our existing market position and drive increased volumes across the platform.
Growth Strategy
In addition to our product strategy, we intend to grow our customer base, transaction volume, and revenues through increased investment into organic and paid marketing channels that have proven successful to-date.
Fold intends to continue to leverage our social media channels and customer referral program to drive growth via organic channels which have been our primary growth channels to date. In addition, to further accelerate growth, we intend to increase investments in paid marketing and affiliate opportunities in conjunction with key product rollouts.
While we expect our existing products to benefit from this growth strategy, we also expect new products like the Fold Credit Card, the Fold Bitcoin Gift Card, and the Fold Bitcoin Bonus program to create synergies across product lines and attract new users who are looking for a more comprehensive suite of financial products.
Bitcoin treasury strategy
As of December 31, 2025, we held approximately 1,606 BTC in our bitcoin treasury which had a market value of $140.5 million based on the market price of bitcoin on the Coinbase exchange at 11:59:59 p.m. UTC time on December 31, 2025, which was approximately $87.5 thousand.
Fold’s purpose for holding bitcoin in treasury is twofold: (1) to fulfill bitcoin rewards to customers in accordance with the terms and conditions of Fold’s user agreements (“Rewards Treasury”); and (2) as a treasury asset to support our operating business with the intention to hold it as a near- to long-term investment to preserve potential upside in the value of that bitcoin (“Investment Treasury”). The following is a summary of Fold’s bitcoin held in treasury as of the dates shown:
Our treasury strategy contemplates that we may (i) periodically sell bitcoin for general corporate purposes to support our operating business, (ii) pledge or commit a portion of our bitcoin as collateral for purposes of entering into financing transactions, (iii) utilize our bitcoin as reserve collateral for various products used in our operating business, and/or (iv) consider opportunities to create income streams or otherwise generate funds using our bitcoin holdings. We may from time to time identify and/or implement additional strategies to more effectively utilize our Investment Treasury to support our overall business. Until such time that we consider it appropriate to utilize our bitcoin in one of those ways, we intend to hold bitcoin as a near- to long-term investment to preserve potential upside in the value of that bitcoin.
As of December 31, 2025, 800 bitcoin were restricted from use in operations under collateral agreements related to our convertible notes and an additional 200 bitcoin were restricted from use in operations as collateral under our Credit Facility. On February 5, 2026, the Company received a collateral maintenance notice under its outstanding Credit Facility as a result of the decline in the market price of bitcoin below the collateral maintenance threshold. In accordance with the terms of the Credit Facility, the Company provided an additional 50 bitcoin as collateral within the required notification period to satisfy the collateral maintenance requirements.
In February 2026, the Company sold 200 bitcoin for $14.4 million, or approximately $71.9 thousand per bitcoin, and repaid the March 2025 Investor Note by returning the 500 bitcoin that was previously reserved as collateral against that note, bringing our total Investment Treasury to 827 bitcoin. Those transactions were used to consummate the capital markets transactions as described in Note 18 of our financial statements. We may execute additional bitcoin sales based on market conditions and business requirements as part of our treasury management operations.
Key operating metrics
We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources, and assess our performance. In addition to certain GAAP metrics, we also monitor various non-GAAP measures to evaluate our business. We believe the following metrics and measures are useful to facilitate period-to-period comparisons of our business and to facilitate comparisons of our performance to that of other financial service providers. Where applicable we have provided definitions of metrics we consider key to our operations below.
Verified Accounts
Verified Accounts represent users who have gone through Know Your Customer (“KYC”) verification to participate in our banking and exchange products. These users represent Fold's highest potential value customers as they have passed through the verification necessary to participate in all of our core product lines.
During the twelve months ended December 31, 2025, we added nearly 13,000 Verified Accounts, bringing total Verified Accounts to nearly 84,000.
Transaction volumes
Transaction Volume is inclusive of deposits, spend, and withdrawals across our platform and are inclusive of both fiat (“USD”) and bitcoin (“BTC”) transaction volumes. We consider Transaction Volume a key operating metric as the majority of our revenues are derived from these volumes.
From inception through December 31, 2025, Fold processed over $3.5 billion in Transaction Volume through our platform. For the twelve months ended December 31, 2025, we averaged more than $78 million in Transaction Volume per month, respectively.
Key components of results of operations
Revenue
Banking and payments revenue
Fold is a financial services platform and not a chartered bank. Our banking and payments revenues consist of revenues received from our Fold Debit Card and related product features, including:
Fold+ Subscriptions: Fold’s premium membership tier, called “Fold+”, offers users reduced or no fees on eligible products, higher rewards, and access to limited features. Fold+ costs $100/year or $10/month depending on the customer’s payment frequency selection. As announced January 27, 2026, we currently intend to eliminate the fees for the Fold+ subscription during fiscal year 2026.
Interchange: Every time a Fold user makes a payment using their Fold Debit Card, Fold earns a share of the total interchange fee charged on that transaction. Interchange fees are set by the card network (Visa) and charged as a percentage of the total sale. The amount of interchange earned by Fold is dependent on a wide variety of factors, including whether the transaction is processed in- or out-of-network, the merchant and their assigned merchant category code (“MCC Code”), and the type of purchase being made (signature v PIN debit transaction), among other variables. Interchange rates are subject to change by the card network (Visa) at any time.
Transaction Fees: Certain fees are charged to our cardholders depending on their membership tier or the nature of the transaction. These fees primarily include instant transfer fees, international transaction fees, and ATM fees. These fees are stated either as a percentage of each transaction or as a fixed dollar amount depending on the nature of the transaction.
Merchant Offers: Fold partners with a number of merchant offer wholesalers and individual merchants to offer gift cards, card-linked offers, and other affiliate offers. Fold has established an extensive partnership network across multiple vendors to provide customers with numerous and high quality merchant offers, and we regularly add new partnerships to optimize our offers network. For accounting purposes, the Company is the principal in gift card transactions and therefore recognizes (1) gross revenues for the sales price of the gift card to the customer, and (2) gross costs of sales for the cost of each gift card sold. Our merchant offers revenue is subject to seasonality and is typically higher around major shopping periods (ex. Amazon Prime Day) and in the fourth quarter, driven by holiday spending and travel.
The Company notes that the above categories of revenue are combined into Banking and Payments given their interconnected nature. For example, nearly all merchant offers are purchased in relation to a Fold Debit Card transaction or by Fold Debit Card holders. In addition, Fold primarily incentivizes users to sign up for its Fold+ subscription by reducing transaction fees and increasing rewards on Fold Debit Card transactions as well as by providing access to exclusive merchant offers. While Fold assesses each of these revenue streams separately for revenue recognition purposes, they all derive primarily from Fold Debit Card transactions which are funded by user accounts at Sutton Bank.
Custody and trading revenue
As of December 31, 2025, Fold partnered with BitGo Trust Company, Inc. (“BitGo”) (our “Exchange Provider”) to offer eligible customers the ability to buy, sell, store, insure, and withdraw bitcoin using the Fold App via an “Exchange Account.” Fold earns revenue on these transactions via a combination of transaction fees and transaction spreads. Spreads on trades include two components: (1) spreads charged by our Exchange Provider, which include any spreads passed on by their liquidity providers, and (2) Fold’s spread. For customers that do not have a Fold+ subscription, Fold also adds a transaction fee to certain buy and sell transactions as outlined in our terms and conditions, which can change from time to time. Transaction fees are stated as a percentage of the purchase or sale amount (i.e. 1.5%).
Additionally, revenues from our newest product, the Fold Bitcoin Gift Card, are included within this revenue line, as we consider that product effectively an alternative method of selling bitcoin. For accounting purposes, the Company is the principal in these transactions and therefore recognizes (1) gross revenues for the sales price of the gift card to the customer, and (2) gross costs of sales for the cost of each gift card sold.
Other revenue
We occasionally earn revenues from alternate sources, including Fold merchandise sales, sponsorship revenues, affiliate revenues, and other one-off revenue models. These revenues are typically non-recurring and are not currently material to our business.
Revenue Rewards
Users can earn bitcoin rewards by engaging in qualifying revenue-generating activities. "Revenue Rewards" are defined as rewards that are earned in direct relation to a qualifying spend transaction, such as spending on the Fold Debit Card, purchasing bitcoin, purchasing merchant offers, etc. "Marketing Rewards" are defined as rewards that are earned for behaviors unrelated to qualifying spend transactions such as sign-up bonuses, referral bonuses, spinning the daily spin wheel, etc. For accounting purposes, any reward that derives from a transaction where Fold receives revenue constitutes a Revenue Reward, whereas all other rewards constitute Marketing Rewards. Marketing Rewards are recorded as a marketing expense within operating expenses.
Revenue Rewards constitute a “non-revenue element” of our contracts with customers and are accounted for under ASC 815 – Derivatives and Hedging. Under that guidance, for all applicable revenue streams, Revenue Rewards are recorded as a direct reduction in the transaction price of the related revenue earned (ex. we reduce interchange revenue by the amount of rewards earned by customers when completing qualifying spend transactions).
All rewards are earned immediately upon the performance of a qualifying action by the user, but not all rewards are immediately available for redemption. The redemption criteria for rewards varies by the type of qualifying action or transaction as outlined in the terms and conditions of the Fold Rewards Program. For example, rewards earned on the daily spin wheel are available for redemption immediately, while rewards earned via certain qualifying spend transactions on the Fold Debit Card are subject to a 30-day settlement period before becoming available for redemption, a policy that is in place to prevent fraudulent activities.
What changed in the latest 10-Q
Risk Factors
New heading “Our common stock may be delisted from The Nasdaq Capital Market if we are unable to regain compliance with Nasdaq’s minimum bid price requirement.”
Largest changes
“There can be no assurance that we will regain compliance within the initial compliance period, that we will be eligible for an additional compliance period, or that Nasdaq will grant us additional time to regain compliance. If we are unable to regain compliance, or otherwise fail to maintain compliance with Nasdaq’s continued listing standards, Nasdaq may determine to delist our common stock. …”see in full comparison
“Our common stock may be delisted from The Nasdaq Capital Market if we are unable to regain compliance with Nasdaq’s minimum bid price requirement.”see in full comparison
“We intend to monitor the closing bid price of our common stock and consider available options to regain compliance, which may include seeking stockholder approval to effect a reverse stock split. There can be no assurance that any action taken by us would be successful or would result in a sustained increase in the market price of our common stock. …”see in full comparison
“In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial period of 180 calendar days, or until January 11, 2027, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period, unless Nasdaq exercises its discretion to extend that period. …”see in full comparison
“On July 14, 2026, we received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we are not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of at least $1.00 per share. The notice was based on the closing bid price of our common stock for the 30 consecutive business days from May 28, 2026 through July 13, 2026. …”see in full comparison
Full comparison: every changed paragraph (6)
There are numerous factors that affect our business and operating results, many of which are beyond our control. ThereExcept as set forth below, there have been no material changes to the risk factors previously described in our Annual Report on Form 10-K for the year ended December 31, 2025.
Our common stock may be delisted from The Nasdaq Capital Market if we are unable to regain compliance with Nasdaq’s minimum bid price requirement.
On July 14, 2026, we received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we are not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of at least $1.00 per share. The notice was based on the closing bid price of our common stock for the 30 consecutive business days from May 28, 2026 through July 13, 2026. The notice has no immediate effect on the listing or trading of our common stock, which continues to trade on The Nasdaq Capital Market under the symbol "FLD."
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial period of 180 calendar days, or until January 11, 2027, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period, unless Nasdaq exercises its discretion to extend that period. If we choose to implement a reverse stock split to regain compliance, we must complete the split no later than ten business days prior to the expiration of the compliance period.
There can be no assurance that we will regain compliance within the initial compliance period, that we will be eligible for an additional compliance period, or that Nasdaq will grant us additional time to regain compliance. If we are unable to regain compliance, or otherwise fail to maintain compliance with Nasdaq’s continued listing standards, Nasdaq may determine to delist our common stock. Any such delisting would constitute an Event of Default under our February 2026 Investor Note and could materially adversely affect the liquidity and market price of our common stock, impair our ability to raise additional capital on acceptable terms, reduce investor confidence, decrease analyst coverage, and have other adverse effects on our business, financial condition and results of operations.
We intend to monitor the closing bid price of our common stock and consider available options to regain compliance, which may include seeking stockholder approval to effect a reverse stock split. There can be no assurance that any action taken by us would be successful or would result in a sustained increase in the market price of our common stock. Even if we regain compliance with the minimum bid price requirement, there can be no assurance that the market price of our common stock will not again fall below $1.00 per share, which could result in our receipt of one or more additional deficiency notices and ultimately in the delisting of our common stock from The Nasdaq Capital Market.
Management's Discussion & Analysis (MD&A)
Not available: the section could not be located automatically in one of the filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
FLD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 5 Form 4 filings (2 insiders, 4 trade dates, 163,500 shares, about $106.9K) and open-market sales in 34 filings (4 insiders, 25 trade dates, 185,071 shares, about $156.0K). Net open-market shares: -21,571 (purchases minus sales); net value about -$49.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-02 | Repass Wolfe |
Open-market sale | 5 | $0.53 | $3 |
| 2026-10-02 | Repass Wolfe |
Open-market sale | 774 | $0.53 | $410 |
| 2026-10-02 | Repass Wolfe |
Open-market sale | 452 | $0.53 | $240 |
| 2026-10-02 | Reeves William Brian Poppic |
Open-market sale | 453 | $0.53 | $240 |
| 2026-10-02 | Reeves William Brian Poppic |
Open-market sale | 4,851 | $0.53 | $2.6K |
| 2026-10-02 | Dickman Thomas J |
Open-market sale | 6 | $0.53 | $3 |
| 2026-10-01 | Repass Wolfe |
Option exercise | 2,639 | — | — |
| 2026-10-01 | Repass Wolfe |
Option exercise | 17 | — | — |
| 2026-10-01 | Repass Wolfe |
Option exercise | 1,540 | — | — |
| 2026-10-01 | Reeves William Brian Poppic |
Option exercise | 1,075 | — | — |
| 2026-10-01 | Reeves William Brian Poppic |
Option exercise | 11,548 | — | — |
| 2026-10-01 | Dickman Thomas J |
Option exercise | 17 | — | — |
| 2026-09-11 | Young Bracebridge H Jr |
Open-market purchase | 10,000 | $0.56 | $5.6K |
| 2026-09-11 | Young Bracebridge H Jr |
Open-market purchase | 10,000 | $0.54 | $5.4K |
| 2026-09-11 | Young Bracebridge H Jr |
Open-market purchase | 10,000 | $0.56 | $5.6K |
| 2026-09-11 | Young Bracebridge H Jr |
Open-market purchase | 10,000 | $0.54 | $5.4K |
| 2026-09-02 | Dickman Thomas J |
Open-market sale | 6 | $0.46 | $3 |
| 2026-09-02 | Reeves William Brian Poppic |
Open-market sale | 5,288 | $0.46 | $2.4K |
| 2026-09-02 | Reeves William Brian Poppic |
Open-market sale | 493 | $0.46 | $227 |
| 2026-09-02 | Repass Wolfe |
Open-market sale | 5 | $0.46 | $2 |
| 2026-09-02 | Repass Wolfe |
Open-market sale | 844 | $0.46 | $388 |
| 2026-09-02 | Repass Wolfe |
Open-market sale | 493 | $0.46 | $227 |
| 2026-09-01 | Dickman Thomas J |
Option exercise | 17 | — | — |
| 2026-09-01 | Reeves William Brian Poppic |
Option exercise | 1,075 | — | — |
| 2026-09-01 | Reeves William Brian Poppic |
Option exercise | 11,549 | — | — |
| 2026-09-01 | Repass Wolfe |
Option exercise | 1,539 | — | — |
| 2026-09-01 | Repass Wolfe |
Option exercise | 17 | — | — |
| 2026-09-01 | Repass Wolfe |
Option exercise | 2,639 | — | — |
| 2026-08-31 | Dickman Thomas J |
Grant/award | 5,000 | — | — |
| 2026-08-25 | Reeves William Brian Poppic |
Open-market sale | 9,427 | $0.50 | $4.7K |
| 2026-08-24 | Reeves William Brian Poppic |
Open-market sale | 8,905 | $0.48 | $4.3K |
| 2026-08-21 | Reeves William Brian Poppic |
Open-market sale | 10,045 | $0.49 | $4.9K |
| 2026-08-20 | Reeves William Brian Poppic |
Open-market sale | 8,911 | $0.48 | $4.3K |
| 2026-08-19 | Reeves William Brian Poppic |
Open-market sale | 9,480 | $0.45 | $4.3K |
| 2026-08-18 | Repass Wolfe |
Open-market sale | 959 | $0.45 | $432 |
| 2026-08-18 | Repass Wolfe |
Open-market sale | 1,918 | $0.45 | $863 |
| 2026-08-18 | Reeves William Brian Poppic |
Open-market sale | 9,619 | $0.45 | $4.3K |
| 2026-08-17 | Dickman Thomas J |
Open-market sale | 1,922 | $0.46 | $884 |
| 2026-08-17 | Dickman Thomas J |
Open-market sale | 962 | $0.46 | $443 |
| 2026-08-03 | Repass Wolfe |
Open-market sale | 435 | $0.47 | $204 |
| 2026-08-03 | Repass Wolfe |
Open-market sale | 5 | $0.47 | $2 |
| 2026-08-03 | Repass Wolfe |
Open-market sale | 740 | $0.47 | $348 |
| 2026-08-03 | Dickman Thomas J |
Open-market sale | 5 | $0.47 | $2 |
| 2026-08-03 | Reeves William Brian Poppic |
Open-market sale | 433 | $0.47 | $204 |
| 2026-08-03 | Reeves William Brian Poppic |
Open-market sale | 4,649 | $0.47 | $2.2K |
| 2026-07-31 | Repass Wolfe |
Option exercise | 1,540 | — | — |
| 2026-07-31 | Repass Wolfe |
Option exercise | 17 | — | — |
| 2026-07-31 | Repass Wolfe |
Option exercise | 2,638 | — | — |
| 2026-07-31 | Dickman Thomas J |
Option exercise | 17 | — | — |
| 2026-07-31 | Reeves William Brian Poppic |
Option exercise | 1,074 | — | — |
| 2026-07-31 | Reeves William Brian Poppic |
Option exercise | 11,548 | — | — |
| 2026-07-22 | Mcmanus Matt |
Open-market sale | 2,109 | $0.45 | $949 |
| 2026-07-02 | Dickman Thomas J |
Open-market sale | 5 | $0.49 | $2 |
| 2026-07-02 | Reeves William Brian Poppic |
Open-market sale | 4,453 | $0.49 | $2.2K |
| 2026-07-02 | Reeves William Brian Poppic |
Open-market sale | 415 | $0.49 | $203 |
| 2026-07-02 | Repass Wolfe |
Open-market sale | 4 | $0.49 | $2 |
| 2026-07-02 | Repass Wolfe |
Open-market sale | 415 | $0.49 | $203 |
| 2026-07-02 | Repass Wolfe |
Open-market sale | 712 | $0.49 | $349 |
| 2026-07-01 | Dickman Thomas J |
Option exercise | 17 | — | — |
| 2026-07-01 | Reeves William Brian Poppic |
Option exercise | 11,548 | — | — |
Well-known investors holding FLD (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 203,968 | $92.5K | 0.0% | Added 75% |
| D. E. Shaw & Co. | 2026-06-30 | 375,000 | $39.4K | 0.0% | No change |