Fold Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
FLD$0.45-7.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0000950170-25-107335
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001193125-25-274317
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 200 previous paragraphs and 205 current paragraphs.
122 unchanged; 70 reworded; 11 added; 3 removed; 5 previous and 2 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
r
Current report
Fold, Inc. entered into a Master Loan Agreement with Two Prime Lending Limited ("Two Prime") on October 1, 2025 which 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 million at an interest rate of 6.5% per annum. As of November 10, 2025, Fold, Inc. has borrowed $5 million under the Credit Facility, with 105 bitcoin deposited as collateral with the custodian pursuant to the terms of the Credit Facility. The initial advance of $5 million has a fixed one-year term, maturing on October 1, 2026. This loan may be renewed with substantially similar terms upon mutual agreement between the parties prior to the maturity date. Refer to our Current Report on Form 8-K filed on October 1, 2025 for further details.
Current report
In October 2025, the Company purchased approximately 32 bitcoin for $3.8 million, or approximately $117.9 thousand per bitcoin, for Fold's investment treasury, bringing our total Investment Treasury to 1,526 bitcoin. These purchases were funded using proceeds raised from our equity purchase facility.
Current report
Other Selling, General and Administrative expenses primarily consist of costs related to insurance premiums, prepaid amortization, contract labor, and other general business expenses. Total Other Selling, General and Administrative Expenses increased from $0.3 million for the three months ended September 30, 2024 to $1.2 million for the three months ended September 30, 2025. This increase was primarily driven by higher insurance premiums and prepaid software amortization costs as a result of us transitioning to becoming a public company.
Current report
Other Selling, General and Administrative expenses primarily consist of costs related to insurance premiums, prepaid amortization, contract labor, and other general business expenses. Total Other Selling, General and Administrative Expenses increased from $1.0M for the nine months ended September 30, 2024 to $3.6M for the nine months ended September 30, 2025. This increase was primarily driven by higher insurance premiums and prepaid software amortization costs as a result of us transitioning to becoming a public company.
Current report
Adjusted EBITDA for the three months ended September 30, 2025 was flat compared to the three months ended September 30, 2024. For the three months ended September 30, 2025, Adjusted EBITDA remained consistent due to a decrease in professional fees of $1.9 million; offset by (ii) increased compensation and benefits expense, excluding share-based compensation, of $1.4 million; and (iii) increased insurance expenses of $0.4 million.
Current report
Legal Proceedings
Current report
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. While the outcome of this proceeding cannot be predicted with certainty, the Company does not presently expect this matter to have a material adverse effect on its consolidated financial position, liquidity, capital resources, or annual results of operations.
Current report
From time to time, the Company may be subject to other claims, inquiries, or legal proceedings arising in the ordinary course of business. While the outcome of any future matter is inherently uncertain, we do not currently expect that any such matters, if they were to arise, would have a material adverse effect on our consolidated financial position, liquidity, capital resources, or annual results of operations.
Current report
For the nine months ended September 30, 2025 and 2024
Current report
For further information regarding our treatment of the convertible notes and warrants, please see Note 10 of our Financial Statements.
Removed paragraphs (3)
Previous report
In March 2025, Fold entered into the March 2025 SPA with a related party, SATS Credit Fund, LP, pursuant to which Fold issued to the investor (i) the March 2025 Investor Note with an aggregate principal amount of $46.3 million, which is convertible into shares of Common Stock at any time, at the option of the investor, at a conversion price of $12.50 per share, (ii) March 2025 Warrants exercisable for 925,590 shares of Common Stock with an exercise price of $15.00 per share, and (iii) an aggregate of 750,000 shares of Common Stock (the “Closing Shares”). The March 2025 Investor Note was funded with 475 bitcoin, net of 25 bitcoin of which was paid to the investor as prepayment for the first year of interest. On the maturity date, the Company shall transfer to the investor the balance of any bitcoin not previously released to the Company upon conversion of the March 2025 Investor Note to Common Stock, with a maximum potential repayment of 500 bitcoin if no amounts convert to Common Stock during the life of the note. No cash payments by Fold are contemplated under the Note.
Previous report
In June 2025, the Company entered into a Waiver, Amendment and Joinder Agreement with its subsidiary, Fold, Inc. (“Subsidiary”), and the investor to amend the December 2024 SPA. This amendment resulted in the Company extinguishing the December 2024 Initial Investor Note, which was made by Subsidiary, and reissuing an amended note on substantially the same terms, but made by the Company to reflect the impact of the Merger (the “June 2025 Amended Investor Note”). Refer to Note 10 for further information.
Previous report
For the six months ended June 30, 2025 and 2024
Reworded paragraphs (70)
Previous wording
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 our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 10-K”). 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 Quarterly Report on Form 10-Q and we assume no obligation to update any forward-looking statements or the reasons why our actual results may differ.
Current wording
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 our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 10-K”) and elsewhere in this Quarterly 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 Quarterly Report on Form 10-Q and we assume no obligation to update any forward-looking statements or the reasons why our actual results may differ.
Previous wording
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 certain financial services such as an FDIC insured checking account through Sutton Bank, the Fold Debit Card, bill payments, and an extensive catalog of merchant reward offers. The Company also offers various forms of bitcoin buying and selling with low-to-zero fees, instant withdrawals, and insured custody. By integrating bitcoin across traditional financial services, the Company acts 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.
Current wording
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, 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, instant withdrawals, 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.
Previous wording
Since Fold was founded, we have been a pioneer in bitcoin consumer financial services. From our earliest days, Fold has provided users an opportunity to spend their bitcoin via the Lightning Network - a use case largely underrepresented in the overall bitcoin ecosystem. In 2020, we partnered with Visa to launch the first ever bitcoin rewards debit card. In 2022, we launched a bitcoin exchange 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 February 2025 we publicly announced our intention to offer a bitcoin-rewards credit card (the "Fold Credit Card") which we expect to launch in 2025, and in May 2025 we announced a Bitcoin Gift Card that is currently available for purchase and set to roll out to retail networks across the country over the coming months. We expect to continue to innovate in the bitcoin consumer financial services space over the coming years.
Current wording
Since Fold was founded, we have sought to be a pioneer in bitcoin consumer financial services. 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 expect will continue to roll out to online and physical retail networks across the country over the coming months. In September 2025, we publicly announced our partnerships with Stripe, Inc. ("Stripe") and Visa to offer a bitcoin rewards credit card (the "Fold Credit Card") which we expect to go live by the end of 2025. We expect to continue to innovate in the bitcoin consumer financial services space over the coming years.
Previous wording
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. As of June 30, 2025, Fold has accumulated 1,492 bitcoin in our Investment Treasury, and we plan to continue to accumulate bitcoin over time. We view our bitcoin holdings as a long-term strategic investment and not as a trading asset.
Current wording
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. As of September 30, 2025, Fold held 1,494 bitcoin in our Investment Treasury, and we plan to continue to accumulate bitcoin over time. We view our bitcoin holdings as a long-term strategic investment and not as a trading asset.
Previous wording
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’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. The Company is a remote-first company and does not designate a physical headquarters.
Current wording
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. The Company is a remote-first company and does not designate a physical headquarters.
Previous wording
In May 2025, we publicly announced a new product line, the Fold Bitcoin Gift Card. This product will provide 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 as well as via various participating online retailers and is expected to continue to roll out to new distribution channels in phases throughout 2025.
Current wording
In May 2025, we publicly announced 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 physical stores throughout the country, including Kroger marketplaces. We expect to continue to roll out this product to new distribution channels over the coming months.
Previous wording
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. See Part II, Item 1A—Risk Factors of this Quarterly Report for additional information.
Current wording
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. See Part II, Item 1A - Risk Factors of this Quarterly Report for additional information. As of September 30, 2025, the Company sold 1.15 million shares of Common Stock to the investor pursuant to the Facility for gross proceeds of $3.48 million, and recognized a nominal amount amortization related to deferred issuance costs. Refer to Note 11 of the Financial Statements for further information.
Previous wording
In February 2025, we publicly announced a new product line, the Fold Credit Card. This product is an expansion of our current bitcoin rewards Fold Debit Card. As with our Fold Debit Card, we have partnered with Visa to launch this product. Premium customers will receive unlimited 2% bitcoin rewards, a free metal card and all the benefits of our premium membership, Fold+. A recent survey of Fold users indicated nearly 95% currently use credit cards, and over 85% indicated the ability to earn bitcoin instead of traditional cash back, miles, or points is "very important" or "extremely important" to them. Historically one of our most highly requested products, we expect the Fold Credit Card to drive both new user acquisition and deeper engagement within the Fold ecosystem.
Current wording
In September 2025, we announced Stripe as our program manager for the Fold Credit Card, a new product line we had publicly announced in February 2025. The Fold Credit Card is an expansion of our current bitcoin rewards Fold Debit Card. As with our Fold Debit Card, we have partnered with Visa to launch this product. Premium customers will receive unlimited 2% bitcoin rewards, a free metal card, and all the benefits of our premium membership, Fold+. Historically one of our most highly requested products, we expect the Fold Credit Card to drive both new user acquisition and deeper engagement within the Fold ecosystem.
Previous wording
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 several new products to attract new customers. Here is how we intend to continue our momentum:
Current wording
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:
Previous wording
As highlighted above, we announced two significant new product lines during the first half of 2025: (1) the Fold Credit Card and (2) the Fold Bitcoin Gift Card, which was announced in May and we expect to roll out to new retail locations throughout the remainder of 2025 and beyond. These products are collectively expected to 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.
Current wording
As highlighted above, we announced two significant new product lines during the first half of 2025: (1) the Fold Credit Card and (2) the Fold Bitcoin Gift Card. These products are collectively expected to 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.
Previous wording
In addition to these new products, we are devoting significant time and resources to our custody and trading platform which we expect to continue to be 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 add support for larger orders via wires, to open our exchange product to non-cardholder customers, and to add users from new states where we have not previously supported access.
Current wording
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.
Previous wording
As of June 30, 2025, we held approximately 1,579 BTC in our Bitcoin Treasury which had a market value of $169.2 million based on the market price of one bitcoin on the Coinbase exchange at 11:59:59 p.m. UTC time on June 30, 2025, which was approximately $107.2 thousand.
Current wording
As of September 30, 2025, we held approximately 1,575 BTC in our Bitcoin Treasury which had a market value of $179.7 million based on the market price of bitcoin on the Coinbase exchange at 11:59:59 p.m. UTC time on September 30, 2025, which was approximately $114.1 thousand.
Previous wording
More than 10,000 new Accounts, bringing total Accounts to more than 615,000; and
Current wording
More than 7,500 new Accounts, bringing total Accounts to more than 625,000; and
Previous wording
More than 3,000 Verified Accounts, bringing total Verified Accounts to nearly 80,000.
Current wording
More than 2,000 Verified Accounts, bringing total Verified Accounts to nearly 82,000.
Previous wording
From inception through June 30, 2025, Fold processed over $3.0 billion in Transaction Volume through our platform. For the three months ended June 30, 2025, we averaged more than $88 million in Transaction Volume per month, respectively.
Current wording
From inception through September 30, 2025, Fold processed over $3.3 billion in Transaction Volume through our platform. For the three months ended September 30, 2025, we averaged more than $78 million in Transaction Volume per month, respectively.
Previous wording
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
Current wording
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.
Previous wording
Fold partners with BitGo Trust Company, Inc. (“BitGo”) and Fortress Trust LLC (“Fortress”) (collectively “Exchange Providers”) 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 Providers, 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%).
Current wording
As of September 30, 2025, Fold solely 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%).
Previous wording
Users can earn bitcoin rewards by engaging in qualifying revenue-generating activities (spending money on Fold’s products, “Revenue Rewards”). Revenue Rewards are defined as those 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 those 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.
Current wording
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.
Previous wording
The Company accrues both Revenue Rewards and Marketing Rewards, (collectively, the "Rewards") within ‘Customer rewards liability’ in our accompanying balance sheets at the time the Reward is earned, with the corresponding impact on our statements of operations dependent on the type of Reward. The liability is initially recorded at the fair value of the bitcoin earned upon the action by the user and subsequently marked to fair value until redeemed or reversed, with gains and losses on this liability recorded within 'Gain (Loss) on customer rewards liability' in our accompanying statements of operations. The liability is derecognized when the Reward is redeemed by the user and delivered to the user's bitcoin wallet.
Current wording
The Company accrues Revenue Rewards within ‘Customer rewards liability’ in our accompanying balance sheets at the time the Revenue Reward is earned. The liability is initially recorded at the fair value of the bitcoin earned upon the action by the user and subsequently marked to fair value until redeemed or reversed, with gains and losses on this liability recorded within 'Gain (Loss) on customer rewards liability' in our accompanying statements of operations. The liability is derecognized when the Revenue Reward is redeemed by the user and delivered to the user's bitcoin wallet.
Previous wording
In addition, a portion of marketing expenses relates to rewards earned for the purposes of marketing, growth, or retention under the Fold Rewards Program (the "Marketing Rewards"). The Company accrues Marketing Rewards within ‘Customer rewards liability’ in our accompanying balance sheets at the time the Marketing Reward is earned, with the corresponding expense recorded within marketing expenses in our statements of operations. The liability is initially recorded at the fair value of the bitcoin earned upon the action by the user and subsequently marked to fair value, with gains and losses on this liability recorded within 'Gain (Loss) on customer rewards liability' in our accompanying statements of operations. The liability is derecognized when the reward is claimed by the user and delivered to the user's external bitcoin wallet.
Current wording
In addition, as described above, a portion of marketing expenses are Marketing Rewards. The Company accrues Marketing Rewards within ‘Customer rewards liability’ in our accompanying balance sheets at the time the Marketing Reward is earned, with the corresponding expense recorded within marketing expenses in our statements of operations. The liability is initially recorded at the fair value of the bitcoin earned upon the action by the user and subsequently marked to fair value, with gains and losses on this liability recorded within 'Gain (Loss) on customer rewards liability' in our accompanying statements of operations. The liability is derecognized when the reward is claimed by the user and delivered to the user's external bitcoin wallet.
Previous wording
Total net revenue for the three months ended June 30, 2025 increased by $ 3.0 million, or 59%, compared to the three months ended June 30, 2024. Those amounts are net of reductions in revenue related to Revenue Rewards totaling $0.5 million and $0.4 million for the three months ended June 30, 2025 and 2024, respectively.
Current wording
Net revenue for the three months ended September 30, 2025 increased by $ 2.2 million, or 41%, compared to the three months ended September 30, 2024. Those amounts are net of reductions in revenue related to Revenue Rewards totaling $0.4 million and $0.4 million for the three months ended September 30, 2025 and 2024, respectively.
Previous wording
The primary driver behind increased banking and payments revenues related to merchant offers within our banking and payments business. Net revenues from merchant offers increased 61% from $4.6 million for the three months ended June 30, 2024 to $7.5 million for the three months ended June 30, 2025. This increase was driven primarily due to continued expansion of our merchant offers catalog via new brand offerings, and due to our intentional focus on marketing our merchant offers products via internal and external marketing channels to both new and existing Fold customers.
Current wording
The primary driver behind increased banking and payments revenues related to merchant offers within our banking and payments business. Net revenues from merchant offers increased 39% from $4.8 million for the three months ended September 30, 2024 to $6.6 million for the three months ended September 30, 2025. This increase was driven primarily due to continued expansion of our merchant offers catalog via new brand offerings, and due to our intentional focus on marketing our merchant offers products via internal and external marketing channels to both new and existing Fold customers.
Previous wording
Excluding merchant offers, our gross banking and payments revenues for the three months ended June 30, 2025 and June 30, 2024 were $0.5 million and $0.5 million, respectively.
Current wording
Excluding merchant offers, our gross banking and payments revenues for the three months ended September 30, 2025 and September 30, 2024 were $0.4 million and $0.4 million, respectively.
Previous wording
Net revenues from custody and trading increased from a nominal amount for the three months ended June 30, 2024 to $0.2 million for the three months ended June 30, 2025. While still a small part of our overall revenue in 2025, we believe that custody and trading revenues will be an important growth driver for both volumes and revenues going forward. As highlighted above, we are devoting significant time and resources to our custody and trading platform which we expect to continue to be 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. In the near term we expect to add support for enhanced funding options, to open our exchange product to non-Fold cardholders, and to add users from new states where we have not previously supported access.
Current wording
Net revenues from custody and trading increased from a nominal amount for the three months ended September 30, 2024 to $0.3 million for the three months ended September 30, 2025. While still a small part of our overall revenue in 2025, we believe that custody and trading revenues will be an important growth driver for both volumes and revenues going forward. 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. In the near term we expect to add support for enhanced funding options, to open our exchange product to non-Fold cardholders, and to add users from new states where we have not previously supported access.
Previous wording
Additionally, revenues from our newest product, the Fold Bitcoin Gift Card, are included within custody and trading. Revenues from this product were nominal for Q2 2025, as we only announced the product in May 2025 and it has only been available via the Fold website to date. This product is expected to roll out to new distribution channels in phases throughout 2025, including via a combination of online gift card distributors and brick-and-mortar retail locations across the country.
Current wording
Additionally, revenues from our newest product, the Fold Bitcoin Gift Card, are included within custody and trading. Revenues from this product were $0.2 million for the three months ended September 30, 2025. 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 physical stores throughout the country, including Kroger marketplaces. We expect to continue to roll out this product to new distribution channels over the coming months.
Previous wording
Banking and payments costs include direct costs related to licensing, servicing, and processing transactions within our banking and payments products, including costs related to our Fold Debit Card and merchant offers. Banking and payments costs increased in relation to our increased merchant offer volumes as noted above. Costs of sales from merchant offers increased 61%from $4.6 million for the three months ended June 30, 2024 to $7.4 million for the three months ended June 30, 2025.
Current wording
Banking and payments costs include direct costs related to licensing, servicing, and processing transactions within our banking and payments products, including costs related to our Fold Debit Card and merchant offers. Banking and payments costs increased in relation to our increased merchant offer volumes as noted above. Costs of sales from merchant offers increased 40% from $4.7 million for the three months ended September 30, 2024 to $6.6 million for the three months ended September 30, 2025.
Previous wording
Excluding merchant offers, our banking and payments costs increased to $0.7 million for the six months ended June 30, 2025 compared to $0.4 million for the six months ended June 30, 2024. This increase is driven by increased card fulfillment fees and KYC costs related to new cardholder sign-ups of $0.2 million during the six months ended June 30, 2025.
Current wording
Excluding merchant offers and Visa rebates, our banking and payments costs were $0.4 million for the three months ended September 30, 2025 compared to $0.3 million for the three months ended September 30, 2024. This increase is driven by increased card fulfillment fees and KYC costs related to new Verified Accounts of $0.1 million during the three months ended September 30, 2025.
Previous wording
During the three months ended June 30, 2025 we added 9 full time employees to support our continued growth and enhanced compliance obligations as a public company. Payroll expenses increased in correlation with our increased employee headcount, which was 43 employees as of June 30, 2025 and 22 employees as of June 30, 2024. We expect to hire additional staff in strategic roles to support the launches of our new product lines and continued growth throughout 2025.
Current wording
Payroll expenses increased in correlation with our increased employee headcount, which was 39 employees as of September 30, 2025 and 22 employees as of September 30, 2024. We expect to hire additional staff in strategic roles to support the launches of our new product lines and continued growth throughout 2025.
Previous wording
Compensation and benefits expense for the three months ended June 30, 2025 and 2024 also included non-cash share-based compensation expense of $1.7 million and $0 million, respectively.
Current wording
Compensation and benefits expense for the three months ended September 30, 2025 and 2024 also included non-cash share-based compensation expense of $1.6 million and $0 million, respectively.
Previous wording
Marketing expenses were $0.6 million for the three months ended June 30, 2025 compared to a nominal amount for the three months ended 2024, respectively. As noted above, to further accelerate growth we plan to increase investments in paid marketing and affiliate opportunities in 2025 to support the launches of our newest products, including the Fold Credit Card and Fold Bitcoin Gift Card.
Current wording
Marketing expenses were $0.2 million for the three months ended September 30, 2025 compared to $0.1 million for the three months ended 2024. As noted above, to further accelerate growth we plan to increase investments in paid marketing and growth partnership opportunities in 2025 to support the launches of our newest products, including the Fold Credit Card and Fold Bitcoin Gift Card.
Previous wording
Professional fees increased to $1.3 million for the three months ended June 30, 2025, compared to $0.2 million for the three months ended June 30, 2024. This increase was driven primarily by fees paid to our legal counsel, independent auditors, and third-party consultants in support of ongoing regulatory and compliance costs associated with being a public company.
Current wording
Professional fees decreased to $1.3 million for the three months ended September 30, 2025, compared to $3.2 million for the three months ended September 30, 2024. This decrease was driven primarily by fees paid to our legal counsel, independent auditors, and third-party consultants in support of our transition to becoming a public company occurring during the three months ended September 30, 2024.
Previous wording
Gain (loss) on customer reward liability and digital assets - rewards treasury include components of unrealized gains (losses) resulting from the remeasurement gain or loss for the change in fair value of bitcoin held by Fold for the purposes of fulfilling our customer rewards liability in the current reporting period, as well as realized gains (losses) that occur upon the fulfillment of customer rewards liabilities. The price of bitcoin was approximately $42.3 thousand, $62.7 thousand, $93.4 thousand and $107.2 thousand as of December 31, 2023, June 30, 2024, December 31, 2024, and June 30, 2025, respectively. These price changes were the primary driver of gains (losses) for both customer rewards liabilities and digital assets - rewards treasury for the three months ended June 30, 2025 and 2024.
Current wording
Gain (loss) on customer reward liability and digital assets - rewards treasury include components of unrealized gains (losses) resulting from the remeasurement gain or loss for the change in fair value of bitcoin held by Fold for the purposes of fulfilling our customer rewards liability in the current reporting period, as well as realized gains (losses) that occur upon the fulfillment of customer rewards liabilities. The price of bitcoin was approximately $62.7 thousand, $63.3 thousand, $107.2 thousand, and $114.1 thousand as of June 30, 2024, September 30, 2024, June 30, 2025, and September 30, 2025, respectively. These price changes were the primary driver of gains (losses) for both customer rewards liabilities and digital assets - rewards treasury for the three months ended September 30, 2025 and 2024.
Previous wording
Gain (loss) on digital assets - investment treasury include unrealized gains (losses) resulting from the remeasurement gain or loss for the change in fair value of bitcoin held by Fold as a long-term investment. The price of bitcoin was approximately $42.3 thousand, $62.7 thousand, $93.4 thousand and $107.2 thousand as of December 31, 2023, June 30, 2024, December 31, 2024, and June 30, 2025, respectively. The price changes were the primary driver of gains (losses) for digital assets - investment treasury for the three months ended June 30, 2025 and 2024.
Current wording
Gain (loss) on digital assets - investment treasury include unrealized gains (losses) resulting from the remeasurement gain or loss for the change in fair value of bitcoin held by Fold as a long-term investment. The price of bitcoin was approximately $62.7 thousand, $63.3 thousand, $107.2 thousand, and $114.1 thousand as of June 30, 2024, September 30, 2024, June 30, 2025, and September 30, 2025, respectively. The price changes were the primary driver of gains (losses) for digital assets - investment treasury for the three months ended September 30, 2025 and 2024.
Previous wording
Change in fair value of convertible note results from the fair value gain or loss related to the March 2025 Investor Note. During the three months ended June 30, 2025, the Company incurred a loss of $5.3 million due to the change in the fair value of the convertible note.
Current wording
Change in fair value of convertible note results from the fair value gain or loss related to the March 2025 Investor Note. During the three months ended September 30, 2025, the Company incurred a loss of $2.6 million due to the change in the fair value of the convertible note.
Previous wording
Interest expense relates to amortization of the June 2025 Amended Investor Note premium and issuance costs, as well as interest expense on the convertible notes. Of the total interest expense, $0.6 million relates to the June 2025 Amended Investor Note and $0.5 million relates to the March 2025 Investor Note. Interest expense also includes amortization of debt discount and debt issuance costs related to our December 2024 Initial Investor Note, prior to extinguishment.
Current wording
Interest expense relates to amortization of the June 2025 Amended Investor Note premium and issuance costs, as well as interest expense on the convertible notes. Of the total interest expense, $0.4 million relates to the June 2025 Amended Investor Note and $0.5 million relates to the March 2025 Investor Note. Interest expense also includes amortization of debt discount and debt issuance costs related to our December 2024 Initial Investor Note, prior to extinguishment.
Previous wording
Results of operations for the six months ended June 30, 2025 and 2024
Current wording
Results of operations for the nine months ended September 30, 2025 and 2024
Previous wording
Total net revenue for the six months ended June 30, 2025 increased by $5.2 million, or 52%, compared to the six months ended June 30, 2024. Those amounts are net of reductions in revenue related to Revenue Rewards totaling $1.0 million and $0.8 million for the six months ended June 30, 2025 and 2024, respectively.
Current wording
Net revenue for the nine months ended September 30, 2025 increased by $7.4 million, or 48%, compared to the nine months ended September 30, 2024. Those amounts are net of reductions in revenue related to Revenue Rewards totaling $1.5 million and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
The primary driver behind increased banking and payments revenues related to merchant offers within our banking and payments business. Net revenues from merchant offers increased 53% from $9.1 million for the six months ended June 30, 2024 to $13.9 million for the six months ended June 30, 2025. This increase was driven primarily due to continued expansion of our merchant offers catalog via new brand offerings, and due to our intentional focus on marketing our merchant offers products via internal and external marketing channels to both new and existing Fold customers.
Current wording
The primary driver behind increased banking and payments revenues related to merchant offers within our banking and payments business. Net revenues from merchant offers increased 48% from $13.9 million for the nine months ended September 30, 2024 to $20.6 million for the nine months ended September 30, 2025. This increase was driven primarily due to continued expansion of our merchant offers catalog via new brand offerings, and due to our intentional focus on marketing our merchant offers products via internal and external marketing channels to both new and existing Fold customers.
Previous wording
Excluding merchant offers, our gross banking and payments revenues for the six months ended June 30, 2025 and six months ended June 30, 2024 were $0.9 million and $0.9 million, respectively.
Current wording
Excluding merchant offers, our gross banking and payments revenues for the nine months ended September 30, 2025 and nine months ended September 30, 2024 were $1.3 million and $1.4 million, respectively.
Previous wording
Net revenues from custody and trading increased from a nominal amount for the six months ended June 30, 2024 to $0.4 million for the six months ended June 30, 2025. While still a small part of our overall revenue in 2025, we believe that custody and trading revenues will be an important growth driver for both volumes and revenues going forward. As highlighted above, we are devoting significant time and resources to our custody and trading platform which we expect to continue to be 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. In the near term we expect to add support for enhanced funding options, to open our exchange product to non-Fold cardholders, and to add users from new states where we have not previously supported access.
Current wording
Net revenues from custody and trading increased from a nominal amount for the nine months ended September 30, 2024 to $0.7 million for the nine months ended September 30, 2025. While still a small part of our overall revenue in 2025, we believe that custody and trading revenues will be an important growth driver for both volumes and revenues going forward. 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. In the near term we expect to add support for enhanced funding options, to open our exchange product to non-Fold cardholders, and to add users from new states where we have not previously supported access.
Showing the first 40 of 70 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Other Selling, General and Administrative Expenses
Current report — wording carried from elsewhere
Other Selling, General and Administrative Expenses
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
(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.
Previous report — wording carried elsewhere
Loss on extinguishment of debt of $9.6 million in the condensed statement of operations, which comprised of expensing the original debt's unamortized debt discount of $5.8 million, expensing the original debt's unamortized debt issuance costs of $1.4 million, recording the amended debt premium of $2.0 million and recognizing $0.5 million of additional paid-in capital due to the change in the fair value of the Series C warrants due to the change in exercise price.
Previous report — wording carried elsewhere
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. Adjusted EBITDA is defined as net loss, excluding (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv)
Previous report — wording carried elsewhere
Adjusted EBITDA for the three months ended June 30, 2025 decreased by $3.5 million, or 301% compared to the three months ended June 30, 2024. The principal driver of decreased Adjusted EBITDA relates to (i) increased professional fees of $1.3 million; (ii) increased compensation and benefits expense, excluding share-based compensation, of $1.1 million; (iii) increased marketing expenses of $0.6 million; and (iv) increased insurance expenses of $0.5 million.
Previous report — wording carried elsewhere
Company’s ability to continue to grow or support the business and to respond to business challenges could be significantly limited, which may adversely affect the Company’s business plan.