Fold Holdings, Inc.

Fold Holdings, Inc. operates as a bitcoin-focused financial services company, aiming to integrate bitcoin into consumers' everyday financial lives and long-term planning ¹. The company has built a banking and payments platform that functions across both U.S. dollars and bitcoin, connecting these systems seamlessly ². Fold believes it is positioned within a long-term generational transition where younger households increasingly view bitcoin as a core financial component, driving potential changes in wealth structuring and transfer ³. The bitcoin industry itself is dynamic and rapidly evolving, with primary business models historically focused on exchange services, bitcoin mining, and exchange-traded products, while Fold targets the fast-growing market opportunity to expand bitcoin's scope into traditional investment and financial use cases ⁴.

Fold's core business model revolves around generating revenue through a comprehensive suite of consumer financial products that enable users to earn, buy, and live on bitcoin ⁵. This includes traditional banking services integrated with bitcoin-based rewards and savings functionality, aiming to help customers compound positive financial outcomes ⁶. The company also holds bitcoin as part of its corporate treasury, aligning corporate goals with customer offerings and providing exposure to bitcoin's long-term value ⁷. Revenue streams are primarily derived from transaction volumes across its platform, encompassing both fiat and bitcoin transactions ⁸.

The company offers several key products and services. Its "Banking and Payments" segment includes an FDIC-insured checking account, a Visa prepaid debit card (the Fold Debit Card), bill payment services, and an extensive catalog of merchant reward offers ⁹. The Fold Debit Card allows customers to make purchases, pay bills, and earn bitcoin rewards anywhere Visa is accepted ¹⁰. The "Credit Card" segment, launched on a limited basis in March 2026, is the Fold Bitcoin Credit Card, an unsecured revolving consumer credit card targeting prime and super-prime consumers to earn bitcoin rewards on everyday purchases ¹¹. This card offers automatic base rewards of 1.5% back in bitcoin, with potential to earn up to 4.0% back through specific bitcoin purchases or by paying off balances with bitcoin ¹². The "Rewards Network" allows users to earn promotional credits denominated in bitcoin through various qualifying actions, such as card-linked merchant offers (up to 15% or more), merchant offers (up to 20% back), referral bonuses, sign-up bonuses, and a daily rewards wheel ¹³. Lastly, the "Custody & Trading" segment, in partnership with BitGo, offers eligible customers the ability to buy, sell, store, and withdraw bitcoin through the Fold App, generating revenue via transaction fees and spreads ¹⁴. This segment also includes the Fold Bitcoin Gift Card, a USD-denominated prepaid gift card redeemable for bitcoin, which serves as a customer acquisition channel ¹⁵.

For the fiscal year ended December 31, 2025, Fold Holdings, Inc. reported net revenues of $31,793,673 ¹⁶. The company incurred a total operating loss of $27,730,970 ¹⁷ and a net loss of $69,590,462 ¹⁸. Basic and diluted net loss per share was $(1.65) ¹⁹. Cash and cash equivalents stood at $7,652,203 ²⁰, with a negative working capital of $3,000,000 ²¹. Total debt outstanding in the form of convertible notes was $66,300,000 ²², comprising a June 2025 Amended Investor Note with a principal of $20,000,000 ²³ and a March 2025 Investor Note with a principal of $46,300,000 ²⁴. The company also had a Credit Facility with $10,000,000 ²⁵ borrowed as of December 31, 2025. The Investment Treasury held 1,527 bitcoin, valued at $133,658,791 ²⁶, while the Rewards Treasury held 79 bitcoin, valued at $6,872,869 ²⁷, matching the customer rewards liability ²⁸.

Comparing fiscal year 2025 to 2024, net revenue increased by $8,040,525, or 34% ²⁹, from $23,753,148 ³⁰ to $31,793,673 ³¹. Banking and payments revenue increased by $6,889,368, or 29% ³², primarily driven by a 30% increase in merchant offers revenue from $21,700,000 ³³ in 2024 to $28,100,000 ³⁴ in 2025 ³⁵. Custody and trading revenues saw a significant increase of approximately $1,291,611 ³⁶, from $170,746 ³⁷ in 2024 to $1,462,357 ³⁸ in 2025, with revenues from the newly launched Fold Bitcoin Gift Card contributing $800,000 ³⁹ in 2025 ⁴⁰. Operating expenses increased by $29,957,574, or 101% ⁴¹, from $29,567,069 ⁴² in 2024 to $59,524,643 ⁴³ in 2025. This was largely due to a 449% increase in compensation and benefits to $17,691,784 ⁴⁴ (from $3,225,179 ⁴⁵), a 192% increase in professional fees to $5,410,925 ⁴⁶ (from $1,855,131 ⁴⁷), and a 245% increase in other selling, general and administrative expenses to $4,871,495 ⁴⁸ (from $1,413,402 ⁴⁹). The net loss widened by $4,501,676, or 7% ⁵⁰, from $(65,088,786) ⁵¹ in 2024 to $(69,590,462) ⁵² in 2025.

During the reported period, Fold launched the Fold Bitcoin Gift Card in May 2025 ⁵³, which is available through the Fold App, online distributors, and national brick-and-mortar retailers like Kroger marketplaces ⁵⁴. In June 2025, the company entered into a $250,000,000 equity purchase facility with SZOP Opportunities I, LLC, selling 1.42 million shares for gross proceeds of $4,370,000 ⁵⁵ by December 31, 2025 ⁵⁶. In October 2025, Fold, Inc. established a revolving credit facility with Two Prime Lending Limited, allowing borrowing up to $45,000,000 ⁵⁷ at an interest rate of 8.5% per annum ⁵⁸, with $10,000,000 ⁵⁹ borrowed by year-end ⁶⁰. Post-period, in January 2026, Fold introduced the Employee Bitcoin Bonus program, partnering with Steak 'n Shake ⁶¹. In February 2026, the company restructured its debt, repaying the March 2025 Investor Note with 500 bitcoin ⁶² and the June 2025 Amended Investor Note with $27,500,000 ⁶³ in cash, eliminating all outstanding convertible notes ⁶⁴. Also in February 2026, Fold released "Fold 2.0," a redesigned app experience ⁶⁵. Finally, in March 2026, the Fold Credit Card was launched on a limited basis ⁶⁶.

Fold intends to continue building on its track record of product launches by expanding existing offerings and introducing new products to attract new customers ⁶⁷. The company expects its recently launched products—the Fold Bitcoin Gift Card, the Employee Bitcoin Bonus program, and the Fold Credit Card—to drive higher volumes, revenues, and margins, as well as new user acquisition and deeper engagement within the Fold ecosystem ⁶⁸.

A significant growth driver for Fold is its custody and trading platform, where the company is dedicating substantial time and resources to refining the onboarding experience, funding options, systems architecture, and geographic footprint ⁶⁹. In the near term, Fold plans to add support for enhanced funding options and open its exchange product to non-Fold cardholders ⁷⁰. The Fold Bitcoin Gift Card, launched in May 2025, generated $800,000 ⁷¹ in revenue in its first year and is expected to continue rolling out to new distribution channels throughout 2026 ⁷². The Fold Credit Card, launched on a limited basis in March 2026, is anticipated to be released more broadly, though still limited, in the upcoming weeks, subject to third-party approvals and lender financing ⁷³. This product is expected to create synergies across product lines and attract new users seeking a comprehensive suite of financial products ⁷⁴.

Fold plans to increase investments in organic and paid marketing channels that have proven successful to date, leveraging social media and its customer referral program for organic growth ⁷⁵. Paid marketing efforts will be increased in conjunction with key product rollouts, targeting both new customer acquisition and increased member engagement, with a focus on durability and lifetime value ⁷⁶.

The company's bitcoin treasury strategy involves holding bitcoin as a near- to long-term investment to preserve potential upside in its value ⁷⁷. As of March 17, 2026, Fold held 827 bitcoin in its Investment Treasury ⁷⁸. The strategy contemplates periodically selling bitcoin for general corporate purposes, pledging bitcoin as collateral for financing, utilizing it as reserve collateral for products, and exploring income streams from bitcoin holdings ⁷⁹. In February 2026, the company sold 200 bitcoin for $14,400,000, or approximately $71,900 ⁸⁰ per bitcoin, to consummate capital markets transactions ⁸¹.

Fold's ability to offer, service, and grow the Fold Credit Card is dependent on securing a lender to finance the program, which the company does not currently have ⁸². The growth of the program may be capped by the amount of capital a lender is willing and able to provide, which could be less than demand or reduced by market conditions ⁸³. The company also faces risks if its third-party partners, such as Celtic Bank, Visa, or Stripe, fail to perform their obligations or experience financial distress ⁸⁴. The Fold Credit Card is a new and complex product, and there is no guarantee that it will generate sufficient revenue to recoup the significant resources allocated to its operation ⁸⁵. Economic downturns could reduce consumer spending, increase delinquencies and charge-offs, and negatively impact profitability ⁸⁶.

The company may require additional financing to sustain operations and business growth ⁸⁷. While management expects existing cash, accounts receivable, financing from the $250,000,000 ⁸⁸ equity purchase facility, and digital assets to be sufficient for one year from the report date ⁸⁹, there is no assurance that financing will be available on acceptable terms or at all ⁹⁰. The company's inability to access the full amount available under the equity purchase facility, or to secure other financing, could materially adversely affect its business ⁹¹.

Fold's operating results are highly susceptible to the volatile nature of bitcoin, with significant fluctuations expected due to market sentiments and movements in the broader bitcoin economy ⁹². The company faces an extensive, highly-evolving, and uncertain regulatory landscape, where adverse changes or non-compliance with laws governing financial services, banking, credit, bitcoin asset custody, and consumer protection could significantly impact its brand, reputation, business, operating results, and financial condition ⁹³. Reliance on third-party partners like BitGo for bitcoin services and Sutton Bank for prepaid card products introduces substantial counterparty risk; the termination or restriction of these relationships could materially affect Fold's ability to offer its core services ⁹⁴. The Fold Credit Card, a new and complex product, faces risks related to attracting and retaining cardholders, profitability, and potential responsibility for significant verified fraud losses and credit losses if underwriting and risk management models are ineffective ⁹⁵. The company has a history of negative cash flows, with a net cash used in operating activities of $16,119,695 ⁹⁶ for 2025, and may not generate sufficient cash flow to service its obligations, potentially requiring additional, dilutive financing ⁹⁷. Cybersecurity threats, including sophisticated attacks and human error, pose a continuous risk to the confidentiality, integrity, and availability of IT systems and confidential information, with potential for material financial penalties and legal liability ⁹⁸. The uncertain U.S. tax treatment of bitcoin and related transactions, along with potential changes in tax laws, could adversely impact Fold's financial position and operating results ⁹⁹.

Management emphasizes Fold's commitment to expanding access to bitcoin through a comprehensive suite of consumer financial products, aiming to build a modern financial services platform that allows consumers to accumulate, save, and use bitcoin in their everyday financial lives ¹⁰⁰. They highlight the company's role as a pioneer in bitcoin consumer financial services, with a proven track record of launching innovative products like the Fold Bitcoin Gift Card, the Employee Bitcoin Bonus program, and the Fold Credit Card ¹⁰¹. A key strategic priority is to continue building an integrated financial system that combines spending, savings, and financial planning for both bitcoin and USD within a single account, believing this will drive cross-sell, higher engagement, and increased customer lifetime value ¹⁰². Management also stresses scaling adoption through trusted distribution channels, including partnerships with major retailers, employers, and financial institutions, to expand reach and legitimacy ¹⁰³. Furthermore, they are focused on capital-efficient growth, utilizing organic adoption and partner-led distribution while carefully scrutinizing paid marketing opportunities for durability and lifetime value ¹⁰⁴. Management also underscores maintaining institutional trust and safety at scale, positioning Fold as a reliable, secure, trustworthy, and transparent platform through institutional-grade custody and regulatory infrastructure ¹⁰⁵. The company's bitcoin treasury strategy, holding 827 bitcoin ¹⁰⁶ as of March 17, 2026 ¹⁰⁷, is viewed as a reflection of alignment with customer goals and a disciplined capital strategy to support long-term operations and stockholder interests ¹⁰⁸.