Fold Holdings, Inc.

Fold Holdings, Inc. operates in the bitcoin-focused financial services industry, aiming to expand access to bitcoin through a comprehensive suite of consumer financial products. The company positions itself as a modern financial services platform that allows consumers to accumulate, save, and use bitcoin in connection with their everyday financial lives and long-term planning, integrating traditional banking services with bitcoin-based rewards and savings functionality. Fold believes it is operating amid a long-term generational transition where younger households increasingly view bitcoin as a core component of their financial lives, driving potential changes in wealth structuring and transfer across generations. The bitcoin industry is dynamic and rapidly evolving, offering substantial opportunities alongside significant risks, necessitating continuous monitoring of technological, regulatory, and market developments. Fold also holds bitcoin as part of its corporate treasury, viewing this strategy as an alignment with its customers and a means to support financial strength and durability, rather than short-term financial outcomes ¹.

Fold’s core business model revolves around generating revenue through its banking and payments platform, which operates across both U.S. dollars (USD) and bitcoin. The company offers a mix of recurring income from premium membership tiers like Fold+ Subscriptions and transactional income from interchange fees, transaction fees, and merchant offers. Primary customer segments include individuals just entering their financial prime, with 83% of users between 25-54 years old, 71% having household incomes of $100,000+, and 81% possessing credit scores of 700+ ². The company also generates revenue from custody and trading services, as well as its Bitcoin Gift Card product.

Fold’s product and service lines include Banking and Payments, Custody and Trading, and Other Revenue. The Banking and Payments segment offers an FDIC-insured checking account through Sutton Bank, a Visa prepaid debit card (Fold Debit Card), bill payment services, and an extensive catalog of merchant reward offers. Revenue in this segment is derived from Fold+ Subscriptions, interchange fees, transaction fees, and merchant offers. For the year ended December 31, 2025, Banking and Payments revenues were $30,322,364 ³, an increase of 29% from $23,432,996 in 2024 ⁴. Merchant offers contributed $28,100,000 to net revenue in 2025, up from $21,700,000 in 2024 ⁵.

The Custody and Trading segment, in partnership with BitGo, offers eligible customers the ability to buy, sell, store, and withdraw bitcoin through the Fold App. Revenue is generated through transaction fees and transaction spreads. This segment also includes revenues from the Fold Bitcoin Gift Card, launched in May 2025, which generated $800,000 in revenue for the year ended December 31, 2025 ⁶. Custody and trading revenues increased significantly by approximately $1,300,000, from $170,746 in 2024 to $1,462,357 in 2025 ⁷. Other revenue, which includes Fold merchandise sales, sponsorship, and affiliate revenues, was $63,663 in 2025, down from $161,000 in 2024 ⁸.

For the fiscal year ended December 31, 2025, Fold Holdings, Inc. reported net revenues of $31,793,673 ⁹, an increase of 34% from $23,753,148 in 2024 ¹⁰. Total operating expenses were $59,524,643 ¹¹, resulting in an operating loss of $27,730,970 ¹². The net loss for the year was $69,590,462 ¹³. The company reported cash and cash equivalents of $7,652,203 ¹⁴ as of December 31, 2025. Total debt outstanding in the form of convertible notes was $66,300,000 ¹⁵ in principal as of December 31, 2025, comprising a June 2025 Amended Investor Note with a principal of $20,000,000 ¹⁶ and a March 2025 Investor Note with a principal balance of $46,300,000 ¹⁷. The company also had a Credit Facility with $10,000,000 borrowed ¹⁸. The accumulated deficit as of December 31, 2025, was $170,938,984 ¹⁹.

Year-over-year, net revenue increased by $8,040,525, or 34% ²⁰. Banking and payments revenue grew by $6,889,368, or 29% ²¹, primarily driven by a 30% increase in merchant offers revenue from $21,700,000 in 2024 to $28,100,000 in 2025 ²². Custody and trading revenues saw a substantial increase of $1,291,611, or 756% ²³, from $170,746 in 2024 to $1,462,357 in 2025 ²⁴, largely due to the launch of the Fold Bitcoin Gift Card. Total operating expenses increased by $29,957,574, or 101% ²⁵, driven by a 449% increase in compensation and benefits to $17,691,784 ²⁶, a 246% increase in marketing expenses to $1,709,641 ²⁷, and a 192% increase in professional fees to $5,410,925 ²⁸. The operating loss widened from $5,813,921 in 2024 to $27,730,970 in 2025 ²⁹.

Significant operational developments during the period include the finalization of the Merger with FTAC Emerald on February 14, 2025, resulting in Fold Holdings, Inc. trading on Nasdaq ³⁰. In May 2025, the Fold Bitcoin Gift Card was launched, available through the Fold App, online distributors, and national brick-and-mortar retailers like Kroger marketplaces ³¹. In June 2025, the company entered into a $250,000,000 equity purchase facility with SZOP ³², and by December 31, 2025, had sold 1,420,000 shares for gross proceeds of $4,370,000 ³³. In October 2025, Fold, Inc. established a revolving credit facility with Two Prime Lending Limited for up to $45,000,000 at an interest rate of 8.5% per annum ³⁴, with $10,000,000 borrowed as of December 31, 2025 ³⁵. Subsequent to the fiscal year end, in January 2026, the Employee Bitcoin Bonus program was introduced with Steak 'n Shake as the first partner ³⁶. In February 2026, the company underwent a debt restructuring, repaying the March 2025 Investor Note with 500 bitcoin and the June 2025 Amended Investor Note with $27,500,000 in cash, eliminating all outstanding convertible notes ³⁷. In March 2026, the Fold Bitcoin Credit Card was launched on a limited basis, issued by Celtic Bank and processed on the Visa network, with Stripe as the program manager ³⁸.

Fold intends to continue building on its track record of product launches by expanding existing offerings and introducing new products to attract new customers. The company expects its recently launched products—the Fold Bitcoin Gift Card, the Employee Bitcoin Bonus program, and the limited launch of the Fold Credit Card—to drive higher volumes, revenues, and margins, as well as new user acquisition and deeper engagement within the Fold ecosystem. Significant time and resources are being devoted to refining the custody and trading platform, including onboarding experience, funding options, systems architecture, and geographic footprint, with expectations to add enhanced funding options and open the exchange product to non-Fold cardholders in the near term. Fold currently supports users from all 50 states ³⁹. Over the next few quarters, the company expects to continue adding new consumer financial services that complement and enhance its current offerings, with the timing of these releases impacting the ability to meet financial targets for 2026 and beyond, but ultimately enhancing its market position and driving increased platform volumes ⁴⁰.

Fold's growth strategy involves increased investment in organic and paid marketing channels that have proven successful. The company plans to continue leveraging social media channels and its customer referral program for organic growth, which have been primary growth drivers to date. To further accelerate growth, Fold intends to increase investments in paid marketing and affiliate opportunities in conjunction with key product rollouts. The expectation is that existing products will benefit from this strategy, and new products like the Fold Credit Card, Fold Bitcoin Gift Card, and Employee Bitcoin Bonus program will create synergies across product lines and attract new users seeking a comprehensive suite of financial products ⁴¹.

Regarding margin trajectory and cost structure, Fold has designed each of its core product lines to be product-level profitable at scale, inclusive of the contra-revenue effect of rewards. The company believes it is well-positioned to scale these lines. Custody and trading costs include fixed monthly platform fees, and therefore, margins on custody and trading are expected to increase over time with increased volumes ⁴². Fold expects to hire incremental staff in strategic roles to support new product launches and continued growth throughout 2026 ⁴³. The company's initial budget for paid marketing for the year ended December 31, 2025, was $3,000,000, but much of this spend was deferred due to delays in the credit card rollout, indicating a potential increase in marketing expenditures in 2026 ⁴⁴.

Fold's planned capital allocation includes using proceeds from the $250,000,000 equity purchase facility with SZOP for purchasing additional bitcoin for the corporate treasury, working capital, and general corporate purposes ⁴⁵. As of December 31, 2025, the company had sold 1,420,000 shares of Common Stock for gross proceeds of $4,370,000 under this facility ⁴⁶. The company also has a revolving credit facility with Two Prime Lending Limited for up to $45,000,000 at an interest rate of 8.5% per annum, with $10,000,000 borrowed as of December 31, 2025 ⁴⁷. The company's bitcoin treasury strategy contemplates periodically selling bitcoin for general corporate purposes, pledging bitcoin as collateral for financing, utilizing bitcoin as reserve collateral for products, and considering opportunities to create income streams from bitcoin holdings ⁴⁸. As of March 17, 2026, Fold had 827 bitcoin in its Investment Treasury ⁴⁹.

Management explicitly flagged several structural headwinds and execution risks to its growth plan. The ability to offer, service, and grow the Fold Credit Card depends on retaining and obtaining key third-party partners, including a lender, which the company does not currently have ⁵⁰. Failure to obtain a lender or the inability of existing or future partners to perform their obligations could disrupt or terminate the credit card program. 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 due to market conditions or the provider's own constraints ⁵¹. Replacing an issuing bank or servicer is complex, costly, and could be disruptive. The Fold Credit Card is a new and complex product, and there is no guarantee that it will generate sufficient revenue or attract and retain cardholders profitably ⁵². The company is also responsible for significant verified fraud losses, charge-offs, and other credit losses, and its underwriting, pricing, and risk management models are new and may not be effective ⁵³.

Geographic, regulatory, and macro factors identified as constraints include the extensive, highly-evolving, and uncertain regulatory landscape for bitcoin and financial services. Adverse changes to, or failure to comply with, laws and regulations could affect the brand, reputation, business, operating results, and financial condition ⁵⁴. The cryptoeconomy is novel, and policymakers are just beginning to consider a regulatory regime, which could lead to new laws and regulations that are adverse to Fold's business ⁵⁵. The company is subject to regulatory authority by the CFTC for bitcoin as a commodity, and any fraudulent or manipulative activity could lead to increased scrutiny ⁵⁶. Bitcoin's status as a "security" is uncertain, and if it or Fold's related products are deemed securities, it could lead to regulatory scrutiny, fines, and operational challenges ⁵⁷. Changes in U.S. tax laws and reporting obligations for bitcoin transactions could also adversely impact the business ⁵⁸. Adverse economic conditions, including cyclical downturns, supply chain disruptions, inflationary pressure, or interest rate fluctuations, may reduce demand for bitcoin and related financial services, impacting transaction volumes and revenues ⁵⁹.

Fold Holdings faces material risks including significant fluctuations in operating results due to the highly volatile nature of bitcoin, which can also limit options for obtaining cash funding on favorable terms ⁶⁰. The company is exposed to an extensive, highly-evolving, and uncertain regulatory landscape, with potential adverse changes or non-compliance leading to significant fines, license revocations, product limitations, and reputational harm ⁶¹. The nascent cryptoeconomy means policymakers are still developing regulatory regimes, and new laws or interpretations could adversely affect Fold's business model, particularly concerning bitcoin's classification as a "security" or "commodity" ⁶². Reliance on third-party partners like BitGo for bitcoin services and Sutton Bank for prepaid card products introduces risks of service disruption, increased costs, or termination of relationships if these partners fail or cease operations ⁶³. The Fold Credit Card, a new and complex product, faces risks related to attracting and retaining cardholders, profitability, and potential responsibility for significant fraud and credit losses if underwriting and risk management models are ineffective ⁶⁴. Cybersecurity incidents, including hacks, data loss, or system failures affecting Fold or its third-party providers, could result in loss of customer assets, reputational damage, material financial penalties, and legal liability ⁶⁵. The company has a history of negative cash flows, with a net cash used in operating activities of $16,119,695 for 2025 ⁶⁶, raising concerns about its ability to generate sufficient cash flow to service obligations and fund growth without additional financing, which may not be available on favorable terms or at all ⁶⁷. The sale of common stock to SZOP under the $250,000,000 equity purchase facility may cause substantial dilution to existing stockholders and depress the market price of the common stock ⁶⁸.

Management's message to shareholders emphasizes Fold's dedication to expanding access to bitcoin through a comprehensive suite of consumer financial products, aiming to build a modern financial services platform for accumulating, saving, and using bitcoin in everyday financial lives. They view the company as operating amid a long-term generational transition where younger households increasingly see bitcoin as a core financial component. Management highlights a disciplined capital strategy, including holding bitcoin in its corporate treasury, to support long-term operations and stockholder interests, rather than short-term financial outcomes. The company has a proven track record of launching products that enhance engagement and attract new customers, and they intend to continue this momentum by expanding existing offerings and introducing new products. Management explicitly states that they expect the Fold Bitcoin Gift Card, the Employee Bitcoin Bonus program, and the limited launch of the Fold Credit Card to collectively drive higher volumes, revenues, and margins, as well as new user acquisition and deeper engagement within the Fold ecosystem. They are also devoting significant time and resources to refining their custody and trading platform, expecting it to become a significant growth driver. The three strategic priorities emphasized for the period ahead are: continuing to build an integrated financial system that combines spending, savings, and financial planning for both bitcoin and USD; scaling adoption through trusted distribution channels like major retailers, employers, and financial institutions; and focusing on capital-efficient growth through organic adoption, community engagement, partner-led distribution, and measurable paid marketing opportunities ⁶⁹.