Financial Performance - Revenues for the three months ended September 30, 2025, increased by $2.16 million, or 41%, to $7.40 million compared to $5.24 million in the same period of 2024[236]. - Net revenues for the nine months ended September 30, 2025, increased by $7.4 million, or 48%, to $22.7 million compared to $15.3 million in the same period of 2024[257]. - Banking and payment revenues rose by 35% from $5.21 million in Q3 2024 to $7.05 million in Q3 2025, driven by a 39% increase in net revenues from merchant offers[237][238]. - Custody and trading revenues increased from a nominal amount in Q3 2024 to $0.35 million in Q3 2025, with expectations for significant growth in this area[240]. - The company reported a net income of $554,242 for Q3 2025, compared to a net loss in the same period of 2024[236]. - The company reported a net loss of $30.7 million for the nine months ended September 30, 2025, a 47% decrease from a net loss of $30.7 million in 2024[257]. Bitcoin Treasury and Assets - As of September 30, 2025, Fold held approximately 1,575 BTC in its Bitcoin Treasury, valued at $179.7 million based on a market price of approximately $114.1 thousand per bitcoin[196]. - The total Bitcoin Treasury increased from $102.1 million on December 31, 2024, to $179.7 million as of September 30, 2025, reflecting a growth of approximately 76%[197]. - The company held 1,494 bitcoin in its Investment Treasury, valued at $170.4 million, with 800 bitcoin valued at $91.3 million restricted as collateral for convertible notes[287]. - The gain on digital assets - investment treasury was $31.2 million for the nine months ended September 30, 2025, compared to a loss of $0.4 million in 2024, driven by the increase in bitcoin prices[273]. User Growth and Engagement - Fold added more than 7,500 new Accounts, bringing the total to over 625,000, and more than 2,000 new Verified Accounts, totaling nearly 82,000[202]. - The Fold Bitcoin Gift Card was launched in May 2025, allowing customers to purchase USD-denominated gift cards and redeem them for bitcoin, with plans for further rollout[186]. - Fold+ subscription offers users reduced or no fees on eligible products, costing $100/year or $10/month[203]. - The Fold Credit Card, announced in September 2025, is expected to provide premium customers with unlimited 2% bitcoin rewards and drive new user acquisition[188]. Revenue Streams - Fold earns revenue from interchange fees on transactions made with the Fold Debit Card, which are set by Visa and vary based on multiple factors[204]. - Revenue from the Fold Bitcoin Gift Card is recognized as gross revenue and costs of sales, contributing to overall revenue[206]. - Other revenue sources include merchandise sales and sponsorships, though these are currently non-material to the business[207]. - Revenue Rewards are earned through qualifying transactions and are recorded as a reduction in revenue, while Marketing Rewards are treated as marketing expenses[208][209]. Operating Expenses - Operating expenses totaled $13.34 million for Q3 2025, a 42% increase from $9.41 million in Q3 2024, primarily due to increased compensation and benefits[236]. - Compensation and benefits expenses surged by 408% to $3.73 million in Q3 2025, reflecting an increase in employee headcount from 22 to 39[246][247]. - Marketing expenses rose to $0.24 million in Q3 2025 from $0.14 million in Q3 2024, with plans for further investment in growth partnerships[248]. - Professional fees decreased by 59% to $1.29 million in Q3 2025, down from $3.17 million in Q3 2024, due to reduced costs associated with the transition to a public company[249]. Cash Flow and Financing - The company had cash and cash equivalents of $6.7 million and positive working capital of $6.1 million as of September 30, 2025[286]. - Cash used in operating activities for the nine months ended September 30, 2025 was $11.4 million, compared to $3.4 million for the same period in 2024[296]. - Cash flows used in investing activities increased by $2.0 million primarily due to increased purchases of bitcoin for the Investment Treasury[298]. - Cash provided by financing activities for the nine months ended September 30, 2025 was $3.5 million, down from $8.0 million in 2024[299]. - The company entered into a $250 million equity purchase facility, with $3.48 million raised from the issuance of shares of Common Stock through the facility as of September 30, 2025[290]. Market and Economic Factors - The price of bitcoin increased from approximately $63.3 thousand in September 2024 to $114.1 thousand in September 2025, impacting gains and losses on digital assets[250][251]. - The company is exposed to market price changes in bitcoin, with assets and liabilities denominated in bitcoin being remeasured to fair value at the end of each reporting period[315]. - Negative swings in the market price of bitcoin could materially impact the company's earnings and the carrying value of its bitcoin-denominated assets and liabilities[315]. - Macroeconomic factors such as regulatory clarity, institutional adoption, and technological innovation are expected to influence bitcoin's growth and adoption rates[316].

Financial Performance - Revenue for Q3 2025 reached $7.4 million, representing a 41% year-over-year increase[1] - Net income for the quarter was $0.6 million, with an adjusted EBITDA loss of $4.2 million[3] - Total transaction volume increased to $235 million, a 43% year-over-year growth[3] - Revenues for the three months ended September 30, 2025, increased to $7,398,939, up 41.2% from $5,241,889 in the same period of 2024[18] - The net loss for the nine months ended September 30, 2025, was $34,899,390, an improvement from a net loss of $65,575,171 in the same period of 2024[19] - Total operating loss for the three months ended September 30, 2025, was $(5,940,318), compared to $(4,169,159) in the same period of 2024[18] - Adjusted EBITDA for the nine months ended September 30, 2025, was $(13,101,239), compared to $(6,228,521) in 2024, indicating a decline in core operating performance[23] - Adjusted EBITDA loss for the three months ended September 30, 2025, was $(4,201,998), compared to $(4,206,774) for the same period in 2024[24] - Adjusted EBITDA loss for the nine months ended September 30, 2025, was $(13,101,239), an increase from $(6,228,521) in 2024[24] - Basic and diluted net loss per share for the three months ended September 30, 2025, was $(0.09), compared to $(0.72) in 2024[24] - Basic and diluted net loss per share for the nine months ended September 30, 2025, was $(0.33), compared to $(1.07) in 2024[24] Growth and Expansion - The company added 7,500 new active accounts in the quarter, bringing the total to over 625,000[3] - A $45 million revolving credit facility was secured to enhance financial liquidity and support growth initiatives[6] - The upcoming Fold Bitcoin Rewards Credit Card, powered by Visa and Stripe, has over 75,000 people on the waitlist[8] - The Fold Bitcoin Gift Card is now available in approximately 2,000 Kroger locations, expanding retail visibility[5] Asset and Equity Position - Total assets increased to $190.97 million as of September 30, 2025, up from $125.66 million at the end of 2024[17] - Stockholders' equity improved to $94.69 million, compared to a deficit of $67.81 million at the end of 2024[17] - Cash and cash equivalents at the end of the period were $6,663,463, down from $18,330,359 at the beginning of the period, reflecting a net decrease of $11,666,896[19] Investment and Financial Instruments - Fold's Bitcoin Investment Treasury holds 1,526 BTC, valued at approximately $154 million as of November 6, 2025[7] - The company reported a gain on digital assets - investment treasury of $31,203,938 for the nine months ended September 30, 2025, compared to a loss of $377,039 in 2024[19] - The company reported a significant change in fair value of SAFEs, with a gain of $6,503,113 for the nine months ended September 30, 2025, compared to a loss of $59,042,901 in 2024[19] Operating Expenses and Interest - Operating expenses for the nine months ended September 30, 2025, totaled $44,428,907, a significant increase of 106.5% compared to $21,524,591 in 2024[18] - The company incurred interest expenses of $4,425,703 for the nine months ended September 30, 2025, compared to no interest expenses in the same period of 2024[23] Shareholder Metrics - The weighted-average shares used to compute net income per share for the three months ended September 30, 2025, were 46,911,561, significantly higher than 5,836,882 in 2024[18] - Weighted-average shares for the nine months ended September 30, 2025, was 39,781,781, compared to 5,836,882 in 2024[24]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41168 Fold Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) | Delaware | 86-2170416 | | ...

Exhibit 99.1 Fold Holdings, Inc. (NASDAQ: FLD) Announces Second Quarter 2025 Results Revenue: $8.2 million, 59% YoY increase Net Income: $13.4 million New accounts up over 233% YoY and transaction volumes up 124% YoY Successfully secured $250 million equity purchase facility 1 Bitcoin Investment Treasury Holdings: 1,492 BTC PHOENIX – August 12, 2025 Fold Holdings, Inc. (NASDAQ: FLD) ("Fold"), the first publicly traded bitcoin financial services company, today announced financial results for the second quart ...

As filed with the U.S. Securities and Exchange Commission on July 28, 2025. Registration No. 333-288623 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ Fold Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) __________________________________________ | Delaware | 6199 | 86-2170416 | | --- | --- | --- | | (State or Other Jurisdiction of | (P ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fold Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) | Delaware | 86-2170416 | | --- | --- | | ( State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 11201 North Tatum Blvd., Suite 300, Unit 42035 | | | Phoenix, AZ | 85028 | | (Address of principal ex ...

Exhibit 99.1 Fold Holdings, Inc. (NASDAQ: FLD) Announces First Quarter 2025 Results Revenue: $7.1 million, 44% YoY increase Bitcoin Treasury Holdings: 1,490 BTC, ~50% increase from Q4 2024 Launched Bitcoin Gift Card with access to network of thousands of retailers New accounts up over 300% YoY and platform volumes up 67% YoY PHOENIX – May 15, 2025 Fold Holdings, Inc. (NASDAQ: FLD) ("Fold"), the first publicly traded bitcoin financial services company, today announced financial results for the first quarter ...

Financial Products and Services - Fold offers a free FDIC-insured checking account that supports direct deposits and bill payments, with the ability to receive paychecks up to three days early[33]. - Customers can earn up to 1.5% back on purchases made with the Fold Card, as well as up to 15% or more on card-linked merchant offers[34]. - The Fold Rewards Program allows users to earn promotional credits in bitcoin, with rewards valued as a percentage of transactions or as flat amounts of satoshis[35]. - Fold's products and services are available in the United States through the Fold mobile app, serving as a key entry point for consumers to engage with bitcoin[31]. - The company has a comprehensive suite of financial products designed to integrate bitcoin into everyday finances, including a Visa prepaid debit card[29]. - Customers can purchase bitcoin through various methods, including spot buys, recurring trades, direct deposits, and round-ups, enhancing user engagement[43][48]. - The "Auto Stack" feature allows users to purchase a specific USD amount of bitcoin at set intervals, promoting regular investment[48]. - Fold's pre-paid debit card is issued by Sutton Bank, providing users with a secure method to manage their funds[47]. Bitcoin Strategy and Treasury Management - Fold aims to maintain an amount of bitcoin in its Rewards Treasury equal to or greater than customer rewards obligations, purchasing bitcoin daily to match rewards earned[39]. - The company actively invests in and accumulates bitcoin for its treasury, believing it offers long-term value preservation compared to traditional currencies[30]. - Fold's bitcoin treasury strategy positions bitcoin as a long-term strategic investment, providing potential price appreciation and serving as an inflation hedge[80]. - Fold has accumulated more than 1,000 bitcoin in its Investment Treasury as of December 31, 2024, and plans to continue accumulating bitcoin over time[81]. - The company has approximately $102.1 million of Bitcoin in its Treasury accounts as of December 31, 2024[211]. Customer Demographics and Engagement - Fold's core customer demographic is primarily aged between 25-54 years, with 80% having prime credit and 65% earning over $100K annually[66]. - The customer acquisition cost for Fold is less than $10 per user, significantly lower than the industry average of over $300 per customer for traditional financial service providers[89]. - Fold's marketing strategy includes a mix of paid and organic online advertising, television, and email marketing, aimed at increasing member engagement and retention[90]. - The company aims to deepen engagement with existing and new rewards partners to drive further adoption and create mutual growth opportunities[94]. Regulatory and Compliance Challenges - The company is subject to various risks, including regulatory scrutiny and the volatile nature of bitcoin, which may impact its business and financial condition[23]. - The company is subject to extensive and evolving regulatory requirements, which could impact its operations and financial condition[137]. - The company must comply with various privacy protection laws, including the Gramm-Leach-Bliley Act (GLBA) and California Consumer Privacy Act (CCPA)[116]. - The company is focused on maintaining compliance with CFPB regulations to protect consumer rights and avoid penalties[114]. - The company may face increased regulatory scrutiny and costs due to investigations by U.S. federal and state regulators and foreign regulators, which could adversely affect its business and financial condition[141]. - Recent scrutiny of bank partnerships by U.S. regulators may constrain the operations of partner banks, potentially impacting the company's relationships and business operations[142]. - The company is subject to audits and regulatory requirements due to its relationships with partner banks, which may adversely affect its financial condition and future prospects[143]. - The bankruptcy case of Synapse Financial Technologies, Inc. has prompted regulatory initiatives that could increase compliance costs and impact relationships with partner banks[145]. Competitive Landscape and Market Position - The company operates in a competitive landscape, focusing on bitcoin financial services for individuals looking to build long-term savings and access new financial opportunities[99]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from various reporting requirements[128]. - The company faces significant risks related to the volatility of Bitcoin, which affects its operating results and market sentiment[133]. - The company operates in a highly competitive industry, facing competition from both traditional financial services and innovative startups, which may impact its market position[147]. - Competitors may have advantages such as larger customer bases, greater resources, and the ability to offer products that the company cannot due to regulatory constraints[149]. Growth and Innovation - The company recognizes the significant opportunity for global expansion outside the United States, laying groundwork for future growth[97]. - Fold's growth strategy includes expanding financial services partnerships to integrate bitcoin financial services with traditional financial products[95]. - The company must continuously innovate to keep pace with rapid technological changes in the financial services market, or risk obsolescence of its products[152]. - The company expects to incur substantial costs to develop and upgrade its technical infrastructure to meet evolving industry needs[162]. - The company's success relies on developing new technologies and adapting to industry changes, particularly in generative AI[216]. - Continuous modification and enhancement of products and services is necessary to keep pace with technological changes[217]. Operational Risks and Challenges - The company must scale and strengthen internal controls as it expands its product and service offerings to manage risks effectively[182]. - Service interruptions in the company's systems or those of third-party providers could result in customer loss and harm the company's reputation[176]. - The company must adapt to technological changes and evolving industry practices to remain competitive[162]. - Any enforcement action by regulatory authorities regarding the classification of products could lead to significant penalties and operational restrictions[169]. - The company faces significant risks if it cannot keep pace with rapid industry changes, which could lead to a decline in net revenue[162]. - A decline in customer engagement or retention could adversely affect revenue and financial results[197]. Employee and Talent Management - As of December 31, 2024, the company employed a total of 28 full-time employees and various part-time contractors[120]. - The company is committed to attracting and retaining talent through competitive compensation, benefits, and a robust training curriculum[123]. - The company regularly reviews its talent strategy, monitoring data such as turnover and diversity to enhance its workforce[124]. Technology and Security - The company relies on insurance carriers to cover customer losses, and inability to maintain such insurance could lead to significant business disruptions[173]. - The company must continue to innovate and introduce new products to retain and attract customers in a competitive market[196]. - The company depends on third parties, including competitors, for access to new technologies and market development[217]. - The complexity of regulatory environments may result in overlapping investigations and legal proceedings, adversely affecting the company's reputation and financial condition[159].

Financial Performance - The company reported a net loss of $309,776 for the three months ended September 30, 2024, with general and administrative expenses of $801,420 and interest income of $668,748 from investments held in the Trust Account[132]. - For the nine months ended September 30, 2024, the company had a net loss of $1,357,625, which included general and administrative expenses of $2,154,179 and interest income of $2,353,695[133]. - The company generated a net income of $1,206,590 for the three months ended September 30, 2023, primarily from interest income of $3,278,712, offset by formation and operating costs[134]. - For the nine months ended September 30, 2023, the company reported a net income of $4,202,024, with interest income of $9,027,924 and total expenses of $4,825,900[135]. Cash and Investments - As of September 30, 2024, the company had cash, investments, and marketable securities held in the Trust Account totaling $51,996,271[142]. - The Company intends to use substantially all funds held in the Trust Account to complete its Business Combination, having withdrawn $520,930 of interest income for taxes as of September 30, 2024[147]. Business Combination and Extensions - The company held a special meeting on September 19, 2023, where stockholders approved an extension of the business combination deadline to January 19, 2024, with 9,239,192 shares redeemed for approximately $96,791,644[124]. - At the January 19, 2024 meeting, stockholders approved another extension to December 20, 2024, with 10,872,266 shares redeemed for approximately $115,489,643[128]. - The Company has until December 20, 2024, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed by this date[151]. Shareholder Agreements and Redemptions - The company entered into non-redemption agreements with third parties, agreeing to issue 1,610,000 Class A Shares in exchange for commitments not to redeem public shares[126]. - As of September 30, 2024, 4,757,884 shares of Class A common stock are presented at redemption value as temporary equity, reflecting the potential for mandatory redemption[161]. Expenses and Liabilities - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees[138]. - The Company has a working capital deficit of $6,159,733 as of September 30, 2024, and has outstanding Working Capital Loans of $3,000,000[140]. - The Company incurred $270,000 for administrative support services for the nine months ended September 30, 2024, with $556,452 in accrued expenses[154]. - The underwriter earned a cash underwriting discount of $4,973,868 and a deferred underwriting discount of $8,704,270, which was waived on October 18, 2023[157]. - The Company may need additional financing to complete its Business Combination or to meet obligations if a significant number of public shares are redeemed[149]. Financial Advisory and Obligations - The Company has engaged Cohen & Company Capital Markets for financial advisory services, with fees based on a percentage of the proceeds from the Public Offering[159]. - The Company has a contractual obligation to pay a monthly fee of $30,000 for administrative services until the completion of the Business Combination or liquidation[154]. - The Company has no off-balance sheet financing arrangements as of September 30, 2024, and does not participate in transactions with unconsolidated entities[152]. Accounting Policies - The Company recognizes changes in the redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[162].

Financial Performance - The company reported a net loss of $223,807 for the three months ended June 30, 2024, with general and administrative expenses of $626,004 and interest income of $664,259[107]. - For the six months ended June 30, 2024, the company had a net loss of $1,047,849, which included general and administrative expenses of $1,352,759 and interest income of $1,684,947[107]. - As of June 30, 2024, the company had a working capital deficit of $5,365,129[113]. - The Company incurred $180,000 for administrative support services for the six months ended June 30, 2024, with $466,452 in accrued expenses as of the same date[125]. Cash and Investments - As of June 30, 2024, the company had cash, investments, and marketable securities held in the Trust Account totaling $51,511,443[115]. - As of June 30, 2024, the Company withdrew $337,010 from the Trust Account to pay franchise and income taxes[120]. Public Offering and Financing - The company raised gross proceeds of $220,000,000 from its Public Offering of 22,000,000 units, with an additional $28,693,420 from the partial exercise of the over-allotment option[110]. - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees[111]. - The underwriter earned a cash underwriting discount of 2% of the gross proceeds from the Public Offering, totaling $4,973,868, and a deferred underwriting discount of 3.5%, amounting to $8,704,270[128]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares[122]. Shareholder Actions and Amendments - On September 19, 2023, stockholders approved a Charter Amendment extending the deadline for the initial business combination to January 19, 2024, with 9,239,192 shares redeemed for approximately $96,791,644[101]. - On January 19, 2024, stockholders approved a further extension to December 20, 2024, with 10,872,266 shares redeemed for approximately $115,489,643[104]. - The company entered into non-redemption agreements with third parties, agreeing to issue 1,610,000 Class A Shares in exchange for commitments not to redeem public shares[102]. Business Combination and Liquidation - The Company has until December 20, 2024, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed[123]. - As of June 30, 2024, 4,757,884 shares of Class A common stock are presented at redemption value as temporary equity[131]. Debt and Obligations - The Company has a Promissory Note with the Sponsor, which was amended to increase the aggregate principal amount from $1,500,000 to $3,000,000[114]. - The Company plans to repay the Capital Contribution to Polar by issuing 1.0 share of Common Stock for each dollar of the Capital Contribution funded prior to the Closing[118]. Advisory and Internal Controls - The Company engaged Cohen & Company Capital Markets to provide financial advisory services, with fees based on a percentage of the proceeds from the Public Offering[130]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the Company's internal controls[137].