Fold Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
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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, 2026 · Filed Nov 10, 2026
FLD$0.44-4.6%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001193125-26-344668
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001193125-26-455493
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 201 previous paragraphs and 151 current paragraphs.
60 unchanged; 55 reworded; 32 added; 74 removed; 12 previous and 4 current paragraphs rearranged.
Tables are not compared: 9 previous and 10 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 (32)
Current report
On August 27, 2026, the Company delivered written notice to SZOP Opportunities I LLC ("SZOP") of the existing $250 million equity purchase facility (the “Facility”) notifying them of the Company's election to terminate the Facility. As of the date of such notice, there were no outstanding Advance Notices under which the Company was obligated to issue shares of the Company's common stock to SZOP.
Current report
In October 2026, the Company launched Fold Reserve, a rewards program that enables consumers to unlock better rates across the Fold Credit Card, the Fold Debit Card, bill pay, and merchant offers. Fold Reserve also allows customers to access our bitcoin exchange with no trading fee and no added Fold spreads, making it one of the most competitive bitcoin exchange products in the market. Non-Reserve customers will continue to be assessed both transaction fees and Fold spreads. To participate in Fold Reserve, customers add funds into a closed-loop ecosystem for use across Fold products and services. The Company holds those Reserve funds together in a pooled reserve in U.S. treasuries and money market funds, earning yield on those underlying funds. This represents an important shift for Fold into recurring balance-based economics which expands upon our existing transaction-based economics. The removal of Fold spreads incentivizes customers to add funds into Fold Reserve, which we view as an important economic growth driver for the business. As a result, the Fold Reserve program benefits may result in lower custody and trading revenues in the future. Revenues associated with the Bitcoin Gift Card are not directly impacted by Fold Reserve.
Current report
Bitcoin Price History
Current report
Our volumes and revenue remain subject to ongoing bitcoin price volatility and broader macroeconomic conditions. Below is a summary of the market price of bitcoin for each of the last five quarters, including the low and high prices during each quarter, the quarter-end price and the change from the prior quarter end.
Current report
(1) Lowest and highest trade price for one bitcoin on the Coinbase exchange during the quarter (UTC days).
Current report
Net revenues from custody and trading increased by 269% from $0.3 million for the three months ended September 30, 2025 to $1.3 million for the three months ended September 30, 2026. The majority of that increase came from revenues associated with the Fold Bitcoin Gift Card program, which were $1.2 million for the three months ended September 30, 2026 compared to $0.2 million for the three months ended September 30, 2025.
Current report
Banking and payments costs
Current report
Custody and trading costs
Current report
Custody and trading costs were $1.3 million for the three months ended September 30, 2026, compared to $0.2 million for the three months ended September 30, 2025. This increase was in direct relation to the increase in revenues from the Fold Bitcoin Gift Card.
Current report
Compensation and benefits expense for the three months ended September 30, 2026 remained flat compared to the three months ended September 30, 2025. This is a reflection of a stable employee headcount over this comparable period, and we do not expect to materially increase headcount in the near term.
Current report
Marketing expenses
Current report
Marketing expenses for the three months ended September 30, 2026 remained flat compared to the three months ended September 30, 2025.
Current report
Professional fees
Current report
Other income (expense)
Current report
Banking and payments revenues decreased $9.0 million year-over-year, primarily due to lower merchant offers revenue, which decreased 43% from $20.6 million for the nine months ended September 30, 2025 to $11.7 million for the nine months ended September 30, 2026. This decrease in merchant offers revenues resulted primarily from (i) the decrease in customer volumes noted above, as well as (ii) the Company's continued optimization of its merchant offers portfolio to prioritize higher-margin offers, which reduced overall transaction volumes while improving unit economics. The Company is the principal in merchant offer transactions and therefore recognizes (1) gross revenues for the sales price of merchant offers sold to the customer, and (2) gross costs of sales for the cost of each merchant offer sold. Consequently, merchant offers cost of sales decreased by a similar amount, from $20.3 million for the nine months ended September 30, 2025 to $11.7 million for the nine months ended September 30, 2026.
Current report
Net revenues from custody and trading increased by 267% from $0.7 million for the nine months ended September 30, 2025 to $2.7 million for the nine months ended September 30, 2026. The increase was primarily driven by revenues associated with the Fold Bitcoin Gift Card program, which were $2.4 million for the nine months ended September 30, 2026, compared to $0.2 million for the nine months ended September 30, 2025.
Current report
Banking and payments costs
Current report
Custody and trading costs
Current report
Custody and trading costs were $2.6 million for the nine months ended September 30, 2026, compared to $0.4 million for the nine months ended September 30, 2025. This increase was in direct relation to the increase in revenues from the Fold Bitcoin Gift Card.
Current report
Compensation and benefits expense for the nine months ended September 30, 2026 decreased 16.8% compared to the nine months ended September 30, 2025. The decrease was primarily driven by share based compensation expense for the nine months ended September 30, 2026 and September 30, 2025 of $5.1 million and $8.5 million, respectively. Share-based compensation expense for the nine months ended September 30, 2025 included $4.4 million of share-based compensation expense that was recognized on February 14, 2025 as a result of the Merger with FTAC Emerald. The decrease was partially offset by an increase in payroll expenses of $1.0 million year over year, driven by increased headcount as we scaled our team throughout 2025. Our headcount has remained mostly flat throughout 2026 and we do not expect to materially increase headcount in the near term.
Current report
Marketing expenses
Current report
Marketing expenses were $1.2 million for the nine months ended September 30, 2026 compared to $1.3 million for the nine months ended September 30, 2025.
Current report
Professional fees
Current report
Other selling, general and administrative expenses increased from $3.6 million for the nine months ended September 30, 2025 to $4.7 million for the nine months ended September 30, 2026. This increase was primarily driven by higher marketing agency and contractor costs related to brand, creative, and public relations initiatives, increased software subscription costs to support compliance, tax reporting, data and analytics, and engineering productivity, and higher travel, partially offset by lower insurance premiums and capitalization of contractor costs related to internal-use software.
Current report
Other income (expense)
Current report
Adjusted EBITDA for the three months ended September 30, 2026 decreased $0.3 million, or 6.2% compared to the three months ended September 30, 2025. Although net revenues fell 44% for that comparative period, Adjusted EBITDA was largely unchanged.
Current report
Net cash used in financing activities was $19.9 million for the nine months ended September 30, 2026, compared to net cash provided by financing activities of $3.5 million for the nine months ended September 30, 2025.
Current report
Summary of financing arrangements
Current report
On September 4, 2026, the Company entered into an agreement for a $25 million committed equity facility (the "CEF Facility"). Pursuant to the CEF Facility, the Company, in its sole discretion, has the right, but not obligation, to issue and sell up to $25 million in newly issued shares of the Company's Common Stock, subject to certain conditions. The Company is not required to use the CEF Facility and controls the timing and amount of any drawdown on the CEF Facility, subject to certain restrictions. The Company anticipates using the proceeds of the CEF Facility for, without limitation, working capital and general corporate purposes. As of September 30, 2026, the Company has not sold shares of Common Stock pursuant to the CEF Facility.
Current report
In October 2026, in connection with the Company’s initial issuances of Common Stock under the CEF facility at $0.49 per share, the exercise price of the Series A Warrants was reduced from $12.50 to $0.49 per share pursuant to the warrants’ anti-dilution provisions.
Current report
On November 9, 2026 (the “Restatement Date”), the Company and SATS entered into an Amended and Restated Senior Unsecured Promissory Note (the “A&R Note”), which amends and restates in its entirety the February 2026 Investor Note. The A&R Note provides for a senior unsecured delayed-draw term facility in an aggregate principal amount of up to $25.0 million consisting of the $13.0 million principal amount outstanding under the February 2026 Investor Note, which continues as outstanding principal under the A&R Note, and up to $12.0 million of additional principal that may be drawn in one or more advances. Each draw is uncommitted and requires the mutual agreement of the Company and SATS, and SATS may approve or decline any draw request in its sole discretion. The A&R Note bears cash interest at a rate of 10.0% per annum, payable monthly in arrears. In addition, the Company will issue to SATS shares of its Common Stock, as fees for the facility (the “PIK Shares”), consisting of (i) 1,500,000 shares within 15 days of the Restatement Date, (ii) on the funding date of each draw, a number of shares having a value equal to 7.0% of the amount drawn, and (iii) upon any extension of maturity, a number of shares having a value equal to 7.0% of the principal then outstanding. The A&R Note matures on November 9, 2027, twelve months after the Restatement Date. The Company may, at its option, extend the maturity for one additional twelve-month period if no event of default is continuing, subject to the issuance of PIK Shares as described above. The A&R Note is a senior unsecured obligation of the Company and contains customary covenants, as well as mandatory prepayment provisions in the event of material decline in the value of Bitcoin. The Company may prepay the A&R Note at any time, in whole or in part, without premium or penalty. As of September 30, 2026, the Company was in compliance with all covenants of the Existing Note and there have been no events of default during the period. Refer to Note 7 for further information.
Current report
Capital Outlook
Removed paragraphs (74)
Previous report
Key components of results of operations
Previous report
Banking and payments revenue
Previous report
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:
Previous report
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 intend to eliminate the fees for the Fold+ subscription during fiscal year 2026 as part of the larger rollout of our Fold Credit Card.
Previous report
Interchange: Each 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.
Previous report
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.
Previous report
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 report
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.
Previous report
Custody and trading revenue
Previous report
As of June 30, 2026, Fold partnered with BitGo Bank & Trust, National Association (f/k/a BitGo Trust Company, Inc.), a federally chartered national trust bank (“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 report
Additionally, revenues from the Fold Bitcoin Gift Card are included within this revenue line, as that product is 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.
Previous report
Other revenue
Previous report
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.
Previous report
Additionally, for the three and six months ended June 30, 2026, revenues from the Fold Credit Card are included within this revenue line, as that product has launched on a limited basis and related revenues are not yet material to our business. As the Fold Credit Card program grows, we expect to present its revenues as a separate revenue category in future periods.
Previous report
Revenue Rewards
Previous report
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, spending on the Fold Credit Card, purchasing bitcoin, purchasing merchant offers, and so on. "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 report
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 (i.e. we reduce interchange revenue by the amount of rewards earned by customers when completing qualifying spend transactions).
Previous report
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 and Fold Credit Card are subject to a 30-day settlement period before becoming available for redemption, a policy that is in place to prevent fraudulent activities.
Previous report
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 report
Per the terms and conditions of the Fold Rewards Program, rewards are subject to adjustment for chargebacks, returns, refunds, or other circumstances. In addition, rewards are subject to expiry if users fail to maintain an active account for more than twelve consecutive months. The Company estimates the amount of rewards that will expire based on historical data, current user trends, and other factors and accrues for those amounts in the period those rewards were earned.
Previous report
Sales returns and allowances
Previous report
All revenue is recognized net of sales returns and allowances, when applicable, which arise from time to time for various reasons. Returns and allowances have been primarily related to merchant offers and have historically been immaterial to our business.
Previous report
Operating expenses consist of the costs to satisfy our performance obligations to our customers; compensation and benefits; marketing expenses; professional fees; amortization of capitalized software development costs; and other selling, general, and administrative expenses.
Previous report
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. 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.
Previous report
Custody and trading costs consist primarily of licensing, servicing, and custodial fees related to our bitcoin exchange product. Some custody and trading costs scale in proportion to our volumes.
Previous report
Additionally, custody and trading costs include costs related to our Fold Bitcoin Gift Card. 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.
Previous report
Compensation and benefits expenses
Previous report
Compensation and benefits expenses primarily consist of salaries and wages, employee insurance expenses, share-based compensation, and other payroll benefits related to full time employees.
Previous report
Marketing expenses consist of costs incurred to promote the Company's products and services, increase brand awareness, and drive sales. These expenses include paid advertising and growth initiatives such as digital campaigns, events and sponsorships, agency and content production, and press and public relations expenses, among others.
Previous report
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 report
Per the terms and conditions of the Fold Rewards Program, rewards are subject to adjustment for chargebacks, returns, refunds, or other circumstances. In addition, rewards are subject to expiry if users fail to maintain an active account for more than twelve consecutive months. The Company estimates the amount of rewards that will expire based on historical data, current user trends, and other factors and accrues for those amounts in the period those rewards were earned. These accruals are accounted for as a contra-expense within marketing expense for Marketing Rewards.
Previous report
Professional fees consist primarily of expenses related to fees paid for services, including legal, tax, accounting, and audit services.
Previous report
Gain (loss) on customer rewards liability includes components of unrealized gains (losses) resulting from the remeasurement in fair value of Revenue Rewards and Marketing Rewards denominated in bitcoin in the current reporting period, as well as realized gains (losses) that occur upon the fulfillment of Rewards. Management has determined that gains or losses on digital assets held for purposes of fulfilling Rewards are related to its core operations, and therefore classifies all gains and losses on the remeasurement of this liability as an operating income or expense in its financial statements.
Previous report
Gain (loss) on digital assets - rewards treasury
Previous report
Gain (loss) on digital assets - rewards treasury includes components of unrealized gains (losses) resulting from the remeasurement in fair value of bitcoin held by Fold in our Rewards Treasury in the current reporting period as well as realized gains (losses) that occur upon the fulfillment of Rewards. Management has determined that gains or losses on digital assets held for the purposes of rewards redemptions are related to its core operations, and therefore classifies all gains and losses on the remeasurement of these digital assets as an operating income or expense in its financial statements.
Previous report
Other selling, general and administrative expenses consist primarily of costs associated with contract labor, computer and internet, insurance, customer support costs, dues and subscriptions, and travel.
Previous report
Gain (loss) on digital assets - investment treasury
Previous report
Gain (loss) on digital assets - investment treasury includes components of unrealized gains (losses) resulting from the remeasurement in fair value of bitcoin held by Fold with the intention to hold as a long-term investment in the current reporting period. Management has determined that gains or losses on digital assets held as a long-term investment are not related to its core operations, and therefore classifies all gains and losses on the remeasurement of these digital assets as a non-operating income or expense in its financial statements.
Previous report
Change in fair value of SAFEs resulted from unrealized gain or loss due to the remeasurement of outstanding SAFEs, which were classified as liabilities for accounting purposes. On February 14, 2025, upon Closing of the Merger, all SAFEs held by Fold Predecessor converted into Common Stock of Fold Holdings, Inc. No SAFEs remained outstanding subsequent to the Closing, and accordingly, no future fair value remeasurements will be recognized.
Previous report
Legal settlements
Showing the first 40 of 74 passages. Open the source sections for the rest.
Reworded paragraphs (55)
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 filed March 17, 2026. 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 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 Quarterly Report.
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 filed March 17, 2026 and in our subsequent filings with the SEC and elsewhere in this Quarterly Report on Form 10-Q. 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 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 Quarterly Report.
Previous wording
Fold Holdings, Inc. is a financial services company that operates across both U.S. dollars and bitcoin, and is designed to connect these systems in a seamless manner. Fold’s consumer offerings include an FDIC-insured checking account, a Visa debit card (the "Fold Debit Card"), a Visa credit card (the "Fold Credit Card"), bill payment services, a bitcoin gift card, and an extensive catalog of merchant reward offers. The Company also offers various forms of bitcoin buying and selling with low-to-zero fees and insured custody. By integrating both dollars and 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.
Current wording
Fold Holdings, Inc. is a financial services company built on a simple premise: consumers should be able to save, spend, and earn rewards in both U.S. dollars (“USD”) and bitcoin through a single platform. Fold’s consumer offerings include an FDIC-insured checking account, a Visa debit card (the "Fold Debit Card"), a Visa credit card (the "Fold Credit Card"), bill payment services, a bitcoin gift card, and an extensive catalog of merchant reward offers. The Company also offers various forms of bitcoin buying and selling with low-to-zero fees and insured custody. By integrating both dollars and bitcoin within familiar financial products, the Company aims to give consumers a single, practical platform for managing their everyday finances. The Company's products and services are available in the United States through the Fold mobile application (the “Fold App”).
Previous 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, one of the first of its kind to appear in physical retail networks across the country. 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. In March 2026, we launched our bitcoin rewards credit card (the "Fold Credit Card") in partnership with Stripe and Visa. 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, the first of its kind to appear in physical retail networks across the country. 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. In March 2026, we launched our Fold Credit Card, a bitcoin rewards credit card, in partnership with Stripe and Visa. Most recently, in October 2026, we launched Fold Reserve, a rewards program that enables consumers to unlock better rates across everything Fold offers: credit card, debit card, bill pay, bitcoin exchange, and merchant offers. We expect to continue to innovate and expand in the consumer financial services space over the coming years.
Previous wording
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. Revenue and operating results from the Employee Bitcoin Bonus program were not material during the six months ended June 30, 2026.
Current wording
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. Revenue and operating results from the Employee Bitcoin Bonus program were not material during the nine months ended September 30, 2026.
Previous wording
In March 2026, we launched the Fold Credit Card on a limited basis, and we plan to continue to roll out this card to a larger customer base over the coming quarters. Revenue from the credit card program was not material during the six months ended June 30, 2026.
Current wording
In March 2026, we launched the Fold Credit Card on a limited basis, and we plan to continue to roll out this card to a larger customer base over the coming quarters. Revenue from the credit card program was not material during the nine months ended September 30, 2026.
Previous wording
On July 14, 2026, the Company received a deficiency from Nasdaq indicating the Company is out of compliance with Nasdaq Rule 5550(a)(2), which requires the Company's minimum bid price to remain at least $1.00 per share. Accordingly, the Board has authorized management to seek shareholder approval for a reverse stock split to cure the deficiency, as described further in Note 17 to the Financial Statements.
Current wording
On July 14, 2026, the Company received a deficiency notice from Nasdaq indicating the Company is out of compliance with Nasdaq Rule 5550(a)(2), which requires the Company's minimum bid price to remain at least $1.00 per share. On October 22, 2026, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding Common Stock, in order to regain compliance with the minimum bid price requirement of Nasdaq’s Listing Rules. The decision to proceed with the reverse stock split is subject to the Board's discretion. See Note 15 to the condensed financial statements for further information about the reverse stock split.
Previous wording
In June 2025, the Company entered into an agreement for a $250 million equity purchase facility (the “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 is not required to use the Facility and controls the timing and amount of any drawdown on the Facility, subject to certain restrictions under the Facility. The Company expects that any proceeds received by it from the Facility will be used for, without limitation, working capital, general corporate purposes, and purchasing additional bitcoin for the Company’s corporate treasury should the conditions to do so align with our treasury strategy. As of June 30, 2026, the Company sold 5.82 million shares of Common Stock pursuant to the Facility for gross proceeds of $7.5 million, and recognized $0.2 million of amortization related to deferred issuance costs. Refer to Note 10 for further information.
Current wording
On September 4, 2026, the Company entered into an agreement for a $25 million committed equity facility (the "CEF Facility"). Pursuant to the CEF Facility, the Company, in its sole discretion, has the right, but not obligation, to issue and sell up to $25 million in newly issued shares of the Company's Common Stock, subject to certain conditions. The Company is not required to use the CEF Facility and controls the timing and amount of any drawdown on the CEF Facility, subject to certain restrictions. The Company anticipates using the proceeds of the CEF Facility for, without limitation, working capital and general corporate purposes. As of September 30, 2026, the Company has not sold shares of Common Stock pursuant to the CEF Facility. Refer to Note 8 for further information.
Previous wording
As highlighted above, we have successfully launched several new product lines during the last twelve months: (1) the Fold Bitcoin Gift Card, (2) the Employee Bitcoin Bonus program, and (3) the Fold Credit Card. We expect these products to continue to expand to more users and to collectively drive higher volumes, revenues, and margins, and we also expect them to both drive new user acquisition and contribute to deeper engagement within the Fold ecosystem. Over the course of the next few quarters we will continue to explore opportunities to add new consumer financial services that complement and enhance our current offerings.
Current wording
As highlighted above, we have successfully launched several new product lines during the last twelve months: (1) the Employee Bitcoin Bonus program, (2) the Fold Credit Card, and (3) Fold Reserve. We expect these products to continue to expand to more users and to collectively drive higher volumes, revenues, and margins, and we also expect them to both drive new user acquisition and contribute to deeper engagement within the Fold ecosystem. Over the course of the next few quarters we will continue to explore opportunities to add new consumer financial services that complement and enhance our current offerings.
Previous wording
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.
Current wording
In addition to our product strategy, we intend to grow our customer base, transaction volumes, and revenues through increased investment into organic and paid marketing channels that have proven successful to-date.
Previous wording
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.
Current wording
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. To further accelerate growth, we may increase investments in paid marketing and affiliate opportunities in conjunction with key product rollouts.
Previous wording
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 Employee Bitcoin Bonus program to create synergies across product lines and attract new users who are looking for a more comprehensive suite of financial products.
Current wording
While we expect our existing products to benefit from this growth strategy, we also expect new products to create synergies across product lines and attract new users who are looking for a more comprehensive suite of financial products.
Previous wording
As of June 30, 2026, we held approximately 271 BTC in our bitcoin treasury which had a market value of $15.9 million on June 30, 2026, which was approximately $58.5 thousand per bitcoin.
Current wording
As of September 30, 2026, we held approximately 247 BTC in our bitcoin treasury which had a market value of $20.7 million on September 30, 2026, which was approximately $83.6 thousand per bitcoin.
Previous wording
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 option 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:
Current wording
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 (“Investment Treasury”). The following is a summary of Fold’s bitcoin held in treasury as of the dates shown:
Previous wording
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.
Current wording
Our Investment Treasury strategy contemplates that we may from time to time (i) 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.
Previous wording
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 were previously reserved as collateral against that note. In June 2026, the Company sold 632 bitcoin for $44.7 million, or approximately $70.8 thousand per bitcoin, of which $20.0 million of the proceeds was used to repay in full the outstanding balance under the Credit Facility. As of June 30, 2026, no amounts were outstanding and no bitcoin was held as collateral under the Credit Facility. Refer to Note 9 for further information regarding these financing transactions. We may execute additional bitcoin sales based on market conditions and business requirements as part of our treasury management operations.
Current wording
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 were previously reserved as collateral against that note. In June 2026, the Company sold 632 bitcoin for $44.7 million, or approximately $70.8 thousand per bitcoin, of which $20.0 million of the proceeds was used to repay in full the outstanding balance under the Credit Facility. As of September 30, 2026, no amounts were outstanding and no bitcoin was held as collateral under the Credit Facility.
Previous wording
During the three months ended June 30, 2026, we added over 1,000 Verified Accounts, bringing total Verified Accounts to over 87,000.
Current wording
During the three months ended September 30, 2026, we added over 1,500 Verified Accounts, bringing total Verified Accounts to over 88,500.
Previous wording
From inception through June 30, 2026, Fold processed over $3.8 billion in Transaction Volume through our platform. For the three months ended June 30, 2026, we averaged nearly $55 million in Transaction Volume per month.
Current wording
From inception through September 30, 2026, Fold processed over $3.9 billion in Transaction Volume through our platform. For the three months ended September 30, 2026, we averaged approximately $53 million in Transaction Volume per month.
Previous wording
Net revenue for the three months ended June 30, 2026 decreased by $2.1 million, or 26%, to $6.1 million, compared to the net revenue of $8.2 million for the three months ended June 30, 2025. Those amounts are net of reductions in revenue related to Revenue Rewards totaling $0.4 million and $0.5 million for the three months ended June 30, 2026 and 2025, respectively.
Current wording
Net revenue for the three months ended September 30, 2026 decreased 44% to $4.2 million, compared to net revenue of $7.4 million for the three months ended September 30, 2025. 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, 2026 and 2025, respectively.
Previous wording
The decrease in revenues reflects the broader downturn in digital asset markets that began in the fourth quarter of 2025 and carried into the current period. Having reached an all-time high of approximately $126,000 in early October 2025, bitcoin reversed sharply as leverage liquidations, long-term holder distributions, and macroeconomic uncertainties drove prices down toward the $88,000 range by December 2025. The drawdown extended into the second quarter of 2026, with bitcoin falling further to a low of approximately $58,000, a decline of more than 50% from the peak. This significant contraction in bitcoin valuations had a direct impact on customer activity within our platform. Specifically, for the three months ended June 30, 2026, we averaged approximately $55 million in Transaction Volume per month, compared to $57 million per month for the three months ended March 31, 2026, and $88 million per month for the three months ended June 30, 2025. Our volumes and revenue remain subject to ongoing bitcoin price volatility and broader macroeconomic conditions.
Current wording
The decrease in revenues reflects the broader downturn in digital asset markets that began in the fourth quarter of 2025. Specifically, for the three months ended September 30, 2026, we averaged approximately $53 million in Transaction Volume per month, compared to $78 million per month for the three months ended September 30, 2025.
Previous wording
The primary driver behind decreased banking and payments revenues related to merchant offers within our banking and payments business. Net revenue from merchant offers decreased 36% from $7.5 million for the three months ended June 30, 2025 to $4.8 million for the three months ended June 30, 2026. This decrease in merchant offers revenues resulted primarily from the decrease in customer volumes noted above, as well as the Company's continued optimization of its merchant offers portfolio to prioritize higher-margin offers, which reduced overall transaction volumes while improving unit economics.
Current wording
Banking and payments revenues decreased $4.3 million year-over-year, primarily due to lower merchant offers revenue which decreased 64% from $6.6 million for the three months ended September 30, 2025 to $2.4 million for the three months ended September 30, 2026. This decrease in merchant offers revenues resulted primarily from (i) the decrease in customer volumes noted above, as well as (ii) the Company's continued optimization of its merchant offers portfolio to prioritize higher-margin offers, which reduced overall transaction volumes while improving unit economics. The Company is the principal in merchant offer transactions and therefore recognizes (1) gross revenues for the sales price of merchant offers sold to the customer, and (2) gross costs of sales for the cost of each merchant offer sold. Consequently, merchant offers cost of sales decreased by a similar amount, from $6.6 million for the three months ended September 30, 2025 to $2.4 million for the three months ended September 30, 2026.
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 decreased in relation to our decreased merchant offer volumes as noted above. Costs of sales from merchant offers decreased 36% from $7.4 million for the three months ended June 30, 2025 to $4.7 million for the three months ended June 30, 2026.
Current wording
Banking and payments costs decreased in relation to our decreased merchant offer volumes as noted above. Costs of sales from merchant offers decreased 64% from $6.6 million for the three months ended September 30, 2025 to $2.4 million for the three months ended September 30, 2026.
Previous wording
Gain (loss) on customer rewards 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. Bitcoin 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, 2026 and 2025.
Current wording
Bitcoin 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, 2026 and 2025. See USD Bitcoin Pricing table above.
Previous wording
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 $1.3 million for the three months ended June 30, 2025 to $1.7 million for the three months ended June 30, 2026. This increase was primarily driven by higher software amortization costs, contract labor including marketing related services, board compensation, and travel related expenses.
Current wording
Other selling, general and administrative expenses increased 9% from $1.2 million for the three months ended September 30, 2025 to $1.3 million for the three months ended September 30, 2026. This increase was primarily driven by higher contract labor.
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. Bitcoin price changes were the primary driver of gains (losses) for digital assets - investment treasury for the three months ended June 30, 2026 and 2025, with the magnitude of these amounts also affected by the lower bitcoin balance held in the Investment Treasury following the Company's bitcoin sales during the period.
Current wording
Bitcoin price changes were the primary driver of gains (losses) for digital assets - investment treasury for the three months ended September 30, 2026 and 2025, with the magnitude of these amounts also affected by the lower bitcoin balance held in the Investment Treasury following the Company's bitcoin sales during the period. See USD Bitcoin Pricing table above.
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
For the three months ended June 30, 2026, we incurred interest expense of $0.3 million related to the Credit Facility and $0.6 million related to the February 2026 Investor Note, which includes amortization expense related to the debt discount. For the three months ended June 30, 2025, we incurred interest expense of $0.6 million for the June 2025 Amended Investor Note and $0.5 million related to the March 2025 Investor Note and amortization of debt discount and debt issuance costs related to our December 2024 Initial Investor Note, prior to extinguishment.
Current wording
For the three months ended September 30, 2026, we incurred interest expense of $0.5 million related to the February 2026 Investor Note, which includes amortization expense related to the debt discount. For the three months ended September 30, 2025, we incurred interest expense of $0.4 million for the June 2025 Amended Investor Note and $0.5 million related 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, 2026 and 2025
Current wording
Results of operations for the nine months ended September 30, 2026 and 2025
Previous wording
Net revenue for the six months ended June 30, 2026 decreased by $3.6 million, or 23%, to $11.7 million, compared to the net revenue of $15.3 million for the six months ended June 30, 2025. Those amounts are net of reductions in revenue related to Revenue Rewards totaling $0.7 million and $1.0 million for the six months ended June 30, 2026 and 2025, respectively.
Current wording
Net revenue for the nine months ended September 30, 2026 decreased by $6.8 million, or 30%, to $15.8 million, compared to net revenue of $22.7 million for the nine months ended September 30, 2025. Those amounts are net of reductions in revenue related to Revenue Rewards totaling $1.1 million and $1.5 million for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Excluding merchant offers, our net banking and payments revenues for the three months ended June 30, 2026 and three months ended June 30, 2025 were $0.5 million and $0.5 million, respectively.
Current wording
Excluding merchant offers, our net banking and payments revenues for the nine months ended September 30, 2026 and nine months ended September 30, 2025 were $1.1 million and $1.3 million, respectively.
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 decreased in relation to our decreased merchant offer volumes as noted above. Costs of sales from merchant offers decreased 33% from $13.8 million for the six months ended June 30, 2025 to $9.3 million for the six months ended June 30, 2026.
Current wording
Banking and payments costs decreased in relation to our decreased merchant offer volumes as noted above. Costs of sales from merchant offers decreased 42% from $20.3 million for the nine months ended September 30, 2025 to $11.7 million for the nine months ended September 30, 2026.
Previous wording
Excluding merchant offers and Visa rebates, our banking and payments costs were $0.3 million for the three months ended June 30, 2026 compared to $0.3 million for the three months ended June 30, 2025.
Current wording
Excluding merchant offers and Visa rebates, our banking and payments costs remained flat for the nine months ended September 30, 2026.
Previous wording
Professional fees decreased to $2.9 million for the six months ended June 30, 2026, compared to $3.1 million for the six months ended June 30, 2025. This decrease was driven primarily by lower fees paid to external legal counsel and third-party consultants compared to 2025 which included costs incurred to support our Merger with FTAC Emerald and financing transactions.
Current wording
Professional fees decreased to $3.8 million for the nine months ended September 30, 2026, compared to $4.4 million for the nine months ended September 30, 2025. This decrease was driven primarily by lower fees paid to external legal counsel and third-party consultants compared to 2025 which included costs incurred to support our Merger with FTAC Emerald and financing transactions.
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. Bitcoin price changes were the primary driver of gains (losses) for digital assets - investment treasury for the six months ended June 30, 2026 and 2025, with the magnitude of these amounts also affected by the lower bitcoin balance held in the Investment Treasury following the Company's bitcoin sales during the period.
Current wording
Bitcoin price changes were the primary driver of gains (losses) for digital assets - investment treasury for the nine months ended September 30, 2026 and 2025, with the magnitude of these amounts also affected by the lower bitcoin balance held in the Investment Treasury following the Company's bitcoin sales during the period. See USD Bitcoin Pricing table above.
Previous wording
Change in fair value of convertible note results from the fair value gain or loss related to the March 2025 Investor Note. The gain on the fair value of the convertible note was $13.2 million during the six months ended June 30, 2026. The net loss on the fair value of the convertible note of $11.8 million during the six months ended June 30, 2025 is comprised of a $12.7 million day one loss on the issuance of debt offset by a $0.9 million gain on the change in fair value.
Current wording
Change in fair value of convertible note results from the fair value gain or loss related to the March 2025 Investor Note. The gain on the fair value of the convertible note was $13.2 million during the nine months ended September 30, 2026. The net loss on the fair value of the convertible note of $14.5 million during the nine months ended September 30, 2025 is comprised of a $12.7 million day one loss on the issuance of debt and a $1.7 million loss on the change in fair value.
Previous wording
Convertible note issuance costs and fees relate to the March 2025 SPA including the March 2025 Warrants and Closing Shares. The total issuance costs expensed were $9.6 million for the six months ended June 30, 2025.
Current wording
Convertible note issuance costs and fees relate to the March 2025 SPA including the March 2025 Warrants and Closing Shares. The total issuance costs expensed were $9.6 million for the nine months ended September 30, 2025.
Previous wording
Legal settlement expenses of $1.4 million during the three months ended June 30, 2026 consist of costs associated with the PCT Litigation Trust settlement. These costs are non-recurring and do not relate to core ongoing operations.
Current wording
Legal settlement expenses of $1.4 million during the nine months ended September 30, 2026 consist of costs associated with the PCT Litigation Trust settlement. These costs are non-recurring and do not relate to core ongoing operations.
Previous wording
Interest expense relates to amortization of the December 2024 Investor Note discount and issuance costs, June 2025 Amended Investor Note premium and issuance costs, March 2025 Investor Note, interest expense related to the February 2026 Investor Note and interest expense related to the Credit Facility. For the six months ended June 30, 2026, we incurred a nominal amount of interest expense related to the amortization of debt premium and debt issuance costs related to the March 2025 Investor Note prior to extinguishment, $2.4 million of special interest expense related to the early prepayment of the June 2025 Amended Investor Note, $0.5 million related to the Credit Facility, and $0.7 million related to the February 2026 Investor Note. For the six months ended June 30, 2025, we incurred interest expense of $1.3 million for the December 2024 Investor Note, $0.7 million for the March 2025 Investor Note and 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 December 2024 Investor Note discount and issuance costs, June 2025 Amended Investor Note premium and issuance costs, March 2025 Investor Note, interest expense related to the February 2026 Investor Note and interest expense related to the Credit Facility. For the nine months ended September 30, 2026, we incurred $0.3 million of interest expense related to the March 2025 Investor Note prior to extinguishment, $1.7 million of special interest expense related to the early prepayment of the June 2025 Amended Investor Note, $0.5 million related to the Credit Facility, and $1.3 million related to the February 2026 Investor Note. For the nine months ended September 30, 2025, we incurred interest expense of $1.6 million for the December 2024 Investor Note and June 2025 Amended Investor Note, and $1.2 million for the March 2025 Investor Note and amortization of debt discount and debt issuance costs related to our December 2024 Initial Investor Note, prior to extinguishment.
Previous wording
During the three and six months ended June 30, 2026, we added legal settlement expenses as a new category of adjustment to Adjusted EBITDA, related to the settlement of a preference claim asserted in connection with the bankruptcy of a third-party platform. The claim did not allege, and the settlement did not involve any admission of, wrongdoing or misconduct by the Company. This matter is not expected to recur, and we believe its exclusion provides a more comparable basis for assessing our core operating performance.
Current wording
During the nine months ended September 30, 2026, we added unusual and non-recurring legal settlement expenses as a new category of adjustment to Adjusted EBITDA. This addition was driven by a legal settlement that Fold entered into during Q2, 2026 in connection with the bankruptcy of a third-party platform. The claim did not allege, and the settlement did not involve any admission of, wrongdoing or misconduct by the Company. This matter is not expected to recur, and we believe its exclusion provides a more comparable basis for assessing our core operating performance.
Previous wording
Adjusted EBITDA for the six months ended June 30, 2026 decreased by $2.3 million, or 26% compared to the six months ended June 30, 2025. The principal driver of decreased Adjusted EBITDA relates to (i) increased compensation and benefits expense, excluding share-based compensation, of $1.2 million; (ii) increased other selling, general and administrative expenses of $1.0 million related to contract labor expenses for product development and marketing; and (iii) lower margin contributions across all product lines of $0.2 million. These decreases were partially offset by lower professional fees of $0.1 million.
Current wording
Adjusted EBITDA for the nine months ended September 30, 2026 decreased by $2.6 million, or 19.8% compared to the nine months ended September 30, 2025. The principal driver of decreased Adjusted EBITDA relates to (i) increased compensation and benefits expense, excluding share-based compensation, of $1.0 million; (ii) increased other selling, general and administrative expenses of $1.1 million related to higher contract labor expenses for marketing and product development; and (iii) lower margin contributions across all product lines of $1.1 million. These decreases were partially offset by lower professional fees of $0.6 million and lower marketing expenses of $0.1 million.
Previous wording
As of June 30, 2026, the Company had cash and cash equivalents of $28.4 million and positive working capital of $17.8 million. The Company has a history of net operating losses, including an operating loss of $7.8 million for the three months ended June 30, 2026 and $15.6 million for the six months ended June 30, 2026. The Company has an accumulated deficit of $209.8 million as of June 30, 2026. Of that amount, $98.7 million relates to historical fair value adjustments on the Company's SAFE notes which converted to Common Stock upon the closing of the Merger, $9.6 million relates to the loss on extinguishment of the December 2024 Initial Investor Note in June 2025, and $4.0 million relates to loss on extinguishment of debt recognized during the six months ended June 30, 2026.
Current wording
As of September 30, 2026, the Company had cash and cash equivalents of $21.7 million and positive working capital of $13.8 million. The Company has an accumulated deficit of $212.4 million as of September 30, 2026. Of that amount, $98.7 million relates to historical fair value adjustments on the Company's SAFE notes which converted to Common Stock upon the closing of the Merger, $9.6 million relates to the loss on extinguishment of the December 2024 Initial Investor Note in June 2025, and $4.0 million relates to loss on extinguishment of debt recognized during the nine months ended September 30, 2026.
Showing the first 40 of 55 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
(2) Market price of one bitcoin on the Coinbase exchange at 11:59:59 pm UTC on the last day of the quarter.
Current report — wording carried from elsewhere
Professional fees decreased 36% to $0.8 million for the three months ended September 30, 2026, compared to $1.3 million for the three months ended September 30, 2025. This decrease was driven primarily by lower fees paid to external legal counsel and third-party consultants compared to 2025 which included costs incurred to support our Merger with FTAC Emerald and financing transactions.
Current report — wording carried from elsewhere
The decrease in revenues was driven in part by the broader downturn in digital asset markets that began in the fourth quarter of 2025, which had a direct impact on customer activity within our platform. Specifically, for the nine months ended September 30, 2026, we averaged approximately $55 million in Transaction Volume per month, compared to $83 million per month for the nine months ended September 30, 2025.
Current report — wording carried from elsewhere
Bitcoin price changes were the primary driver of gains (losses) for both customer rewards liabilities and digital assets - rewards treasury for the nine months ended September 30, 2026 and 2025. See USD Bitcoin Pricing table above.
Rearranged previous paragraphs (12)
Previous report — wording carried elsewhere
In June 2026, the Company sold approximately 632 bitcoin from its Investment Treasury for proceeds of $44.7 million, of which $20.0 million was used to repay in full the outstanding balance under the Company's revolving credit facility with Two Prime Lending Limited (the "Credit Facility"), and the remaining $24.7 million was retained as unrestricted cash for general corporate purposes. As of June 30, 2026, no amounts were outstanding under the Credit Facility and no bitcoin was held as collateral. Refer to Note 9 for further information.
Previous report — wording carried elsewhere
Gain (loss) on customer rewards liability
Previous report — wording carried elsewhere
Change in fair value of SAFEs
Previous report — wording carried elsewhere
Change in fair value of convertible note
Previous report — wording carried elsewhere
Change in fair value of convertible note results from the fair value gain or loss related to the March 2025 Investor Note.
Previous report — wording carried elsewhere
Convertible note issuance costs and fees
Previous report — wording carried elsewhere
Convertible note issuance costs and fees relate to the March 2025 SPA including the March 2025 Warrants and Closing Shares.
Previous report — wording carried elsewhere
The primary driver behind decreased banking and payments revenues related to merchant offers within our banking and payments business. Net revenue from merchant offers decreased 33% from $13.9 million for the six months ended June 30, 2025 to $9.3 million for the six months ended June 30, 2026. This decrease in merchant offers revenues resulted primarily from the decrease in customer volumes noted above, as well as the Company's continued optimization of its merchant offers portfolio to prioritize higher-margin offers, which reduced overall transaction volumes while improving unit economics.
Previous report — wording carried elsewhere
Other Selling, General and Administrative Expenses
Previous report — wording carried elsewhere
Legal settlement expenses of $1.4 million during the six months ended June 30, 2026 consist of costs associated with the PCT Litigation Trust settlement. These costs are non-recurring and do not relate to core ongoing operations.
Previous report — wording carried elsewhere
Company was named as a defendant in a proceeding pending in the United States Bankruptcy Court for the District of Delaware (PCT
Previous report — wording carried elsewhere
Litigation Trust v. Fold Holdings, Inc., Adv. Pro. No. 25-52024 (JKS)), pursuant to which the litigation trust for Prime Core (“PCT Litigation Trust”) sought avoidance and recovery of alleged preferential transfers.