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]. - 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 Fold Bitcoin Gift Card generated $0.20 million in revenues for Q3 2025, with plans for further distribution channel expansion[241]. - 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 for the same period in 2024[257]. - Banking and payment revenues rose by $6.6 million, or 44%, from $15.3 million in 2024 to $21.9 million in 2025, driven by increased merchant offers[256][260]. - Custody and trading revenues increased significantly from a nominal amount in 2024 to $0.7 million in 2025, indicating growth potential in this segment[262]. - The company reported a net loss of $30.7 million for the nine months ended September 30, 2025, a decrease of 47% compared to the previous year[1]. - The gain on digital assets - investment treasury showed a significant improvement, with a gain of $31.2 million in 2025 compared to a loss of $0.4 million in 2024[1]. - Adjusted EBITDA for the three months ended September 30, 2025 was $(4,201,998), consistent with $(4,206,774) for the same period in 2024[281]. - Adjusted EBITDA for the nine months ended September 30, 2025 decreased by $6.9 million, or 110%, compared to the nine months ended September 30, 2024[282]. - The company reported a net loss of $554,242 for the three months ended September 30, 2025, compared to a net loss of $(62,310,678) for the same period in 2024[281]. Customer Growth and Engagement - The company 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]. - Fold aims to grow its customer base and transaction volume through increased investment in organic and paid marketing channels, leveraging social media and customer referrals[193]. - Fold+ subscription offers users reduced fees and higher rewards for $100/year or $10/month[203]. - Fold launched the Fold Credit Card and Fold Bitcoin Gift Card in 2025, which are expected to drive higher volumes, revenues, and margins while enhancing user engagement[190]. Financial Position and Treasury Management - Fold held approximately 1,575 BTC in its Bitcoin Treasury with a market value of $179.7 million as of September 30, 2025, based on a bitcoin price of approximately $114.1 thousand[196]. - As of September 30, 2025, Fold's Rewards Treasury was valued at $9.3 million and its Investment Treasury at $170.4 million, totaling $179.7 million[197]. - The company has committed significant resources to optimize its business through UX updates and system architecture refinements, achieving product-level profitability for all core product lines[181]. - The company entered into a $250 million equity purchase facility, with $3.48 million raised from the sale of 1.15 million shares as of September 30, 2025[187]. - The company has an accumulated deficit of $136.2 million as of September 30, 2025, with significant portions related to fair value adjustments on SAFE notes and convertible debt instruments[286]. - 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 company had $66.3 million in principal debt outstanding in the form of two convertible notes, with the June 2025 Amended Investor Note due at $20.0 million and the March 2025 Investor Note due at $46.3 million[289]. Operating Expenses - Total operating expenses for Q3 2025 were $13.34 million, a 42% increase from $9.41 million in Q3 2024[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 increased 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]. - Other Selling, General and Administrative expenses increased from $0.34 million in Q3 2024 to $1.21 million in Q3 2025, primarily due to higher insurance premiums and software amortization costs[254]. - Total operating expenses surged by $22.9 million, or 106%, from $21.5 million in 2024 to $44.4 million in 2025, primarily due to increased compensation and benefits[1]. Market and Economic Factors - The company is exposed to market price changes in bitcoin, which affects its assets and liabilities, including the bitcoin Investment Treasury and customer rewards liability[315]. - Macroeconomic factors such as regulation, institutional adoption, and monetary policy significantly impact the growth and adoption of bitcoin[316]. - The political environment in the United States is anticipated to become increasingly favorable for the bitcoin industry, influencing market confidence and liquidity[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] - 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] - 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 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), significantly higher than $(6,228,521) for the same period 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) for the same period 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) for the same period in 2024[24] Assets and Equity - 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] Operational Metrics - The number of total active accounts surpassed 625,000, adding 7,500 new accounts in the quarter[3] - 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] - 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] - The company reported a significant change in fair value of SAFEs amounting to $6,503,113 for the nine months ended September 30, 2025, compared to a loss of $59,042,901 in 2024[19] Investment and Credit Facilities - A $45 million revolving credit facility was secured to enhance financial liquidity and support growth initiatives[6] - Fold's Bitcoin Investment Treasury holds 1,526 BTC, valued at approximately $154 million as of November 6, 2025[7] Product Developments - 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]

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 | | ...

Financial Performance - Revenue for Q2 2025 reached $8.2 million, representing a 59% year-over-year increase[4] - Net income for the quarter was $13.4 million[4] - Adjusted EBITDA for the quarter was a loss of $4.7 million[4] - Revenues for the three months ended June 30, 2025, increased to $8,175,926, compared to $5,138,624 for the same period in 2024, representing a growth of 59.4%[14] - The net loss for the six months ended June 30, 2025, was $35,453,632, compared to a net loss of $3,264,493 for the same period in 2024, indicating a deterioration in financial performance[16] - Adjusted EBITDA for the three months ended June 30, 2025, was $(4,690,250), compared to $(1,168,383) for the same period in 2024, showing an increase in losses[20] - The company incurred a loss on extinguishment of debt amounting to $9,612,199 for the six months ended June 30, 2025[20] - The company experienced a loss on customer rewards liability of $970,648 for the six months ended June 30, 2025[16] Growth Metrics - Total transaction volume increased by 124% year-over-year, totaling $265 million[4] - Active accounts grew to over 615,000, with an addition of 10,000 new accounts in the quarter[4] Assets and Liabilities - Total liabilities as of June 30, 2025, amounted to $93.6 million[13] - Cash and cash equivalents at the end of the period were $6,609,719, down from $18,330,359 at the beginning of the period, indicating a decrease of 64.0%[16] - The weighted-average shares used to compute net loss per share for the six months ended June 30, 2025, were 36,062,784, compared to 5,836,882 for the same period in 2024[20] Investment and Expansion - The company successfully established a $250 million equity purchase facility to expand Bitcoin holdings[5] - Bitcoin Investment Treasury currently holds 1,492 BTC, valued at approximately $160 million as of June 30, 2025[4][6] - The Fold Credit Card has over 75,000 applicants on the waitlist, expected to launch in late 2025[6] - The Fold Bitcoin Gift Card was launched and is gaining traction through online partners[5] - The company reported a gain on digital assets - investment treasury of $20,965,072 for the six months ended June 30, 2025[20] Marketing and Expenses - Total operating expenses for the six months ended June 30, 2025, were $31,089,650, significantly higher than $12,113,543 for the same period in 2024, reflecting an increase of 156.5%[14] - Marketing expenses for the three months ended June 30, 2025, were $620,923, a significant increase from $38,335 in the same period of 2024[14]

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 For the quarterly period ended March 31, 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 | ...

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 ended March 31, 2025. Financial Highlights Key Operating Metrics CEO Commentary "We are pleased to report a strong first quarter, with revenues for the period increasing by 44% versus a year ago, while core KPIs such as Active Accounts and Transaction Volumes were also up", said Fold Chairman and CEO, Will Reeves. "From Fold' ...

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No. 333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 6199 86-2170416 (Primary Standard Industrial Classification Code Number) Identification No.) 11201 North Tatum Blvd., Suite 300, Unit 42 ...

Financial Services and Products - Fold offers a free FDIC-insured checking account and a Visa prepaid debit card, allowing customers to earn up to 1.5% back on purchases and up to 20% back through merchant offers[33][34]. - The Fold Card allows customers to receive paychecks up to three days early and supports bill payments[33]. - Users can purchase bitcoin through various methods, including spot buys, recurring trades, direct deposits, and round-ups, enhancing user engagement[48]. - Fold's pre-paid debit card is issued by Sutton Bank, allowing users to manage their funds in USD while also facilitating bitcoin transactions[47]. - The Fold Rewards Program enables users to earn bitcoin rewards for various qualifying actions, with rewards calculated based on the USD-BTC exchange rate at the time of the transaction[35]. - Customers can earn rewards through various actions, including referral bonuses and daily spins, with the potential for rewards to expire if accounts remain inactive for over twelve months[36][37]. Bitcoin Strategy and Investment - Fold actively invests in and accumulates bitcoin for its treasury, believing it offers long-term value preservation compared to traditional fiat currencies[30]. - The company views bitcoin as a long-term strategic investment, considering it a hedge against inflation and a unique store of value[82]. - 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 aims to maintain a balance of bitcoin in its Rewards Treasury equal to or greater than its customer rewards liabilities[39]. 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]. - Fold's Daily Spin Wheel feature allows users to earn bitcoin rewards, increasing user interaction and retention[52]. - The company’s ability to accurately forecast customer demand for Bitcoin and manage its Bitcoin balances is critical for fulfilling customer rewards and maintaining financial stability[210]. Regulatory Environment and Compliance - The company operates in a rapidly evolving regulatory environment, ensuring compliance with various laws and regulations impacting its business[102]. - The company faces risks related to regulatory changes that could impact its ability to offer products and services, as well as potential fines and reputational harm due to non-compliance[137]. - The company emphasizes the importance of safeguarding user privacy and adheres to regulations such as the Gramm-Leach-Bliley Act (GLBA) and California Consumer Privacy Act (CCPA)[116]. - The company is subject to audits and regulatory requirements due to its relationship with Sutton Bank, which may adversely affect its business and financial condition[143]. Competition and Market Position - The company operates in a highly competitive industry, facing competition from both traditional financial firms 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]. - The company has identified a unique opportunity in the market to provide bitcoin-native specialty financial services, positioning itself as a first mover in this space[78]. Growth and Development Strategy - Fold's growth strategy includes expanding relationships with existing and new rewards partners to drive further adoption and create mutual growth opportunities[94]. - The company aims to enhance its bitcoin financial services platform through continued investment in product development, sales, and marketing to expand its user base[92]. - The company plans to pursue strategic acquisitions to enhance its scale and enter new verticals, adding complementary capabilities to its platform[98]. - The company must continuously innovate to keep pace with rapidly evolving market demands; failure to do so could materially affect its business and financial results[152]. Operational Risks and Challenges - The company's operating results are significantly influenced by the volatile nature of Bitcoin, leading to fluctuations in performance from quarter to quarter[133]. - The company may face operational difficulties if it fails to effectively manage its growth and scaling back initiatives, which could adversely affect its business and financial condition[202]. - Any material failure in managing Bitcoin or cash could lead to reputational harm, regulatory actions, and significant financial losses[184]. - The company faces significant risks if it cannot keep pace with rapid industry changes, which could lead to a decline in net revenue and adversely impact its financial condition[162]. Technology and Infrastructure - The company must continuously enhance its technology offerings to remain competitive and attract high-frequency traders[162]. - Significant costs are expected for the company to develop and upgrade its technical infrastructure to meet evolving industry needs[162]. - Continuous modification and enhancement of products and services is necessary to keep pace with technological changes and ensure compatibility with third-party infrastructures[217]. Employee and Organizational Structure - 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 and development curriculum[123]. - The company has experienced significant growth in employee headcount and customer growth, but has also faced challenges in scaling back operations due to changing economic conditions[199].

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) The unaudited condensed financial statements detail the company's financial position, operational results, and cash flows [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) | Metric | Sep 30, 2024 (Unaudited) | Dec 31, 2023 | Change | | :--------------------------------- | :----------------------- | :------------- | :------- | | Total assets | $52,156,156 | $165,959,208 | (68.69%) | | Investments held in Trust Account | $51,996,271 | $165,653,149 | (68.63%) | | Total current liabilities | $6,406,868 | $3,394,026 | 88.77% | | Total liabilities | $7,561,868 | $4,549,026 | 66.24% | | Total stockholders' deficit | $(7,401,983) | $(4,311,700) | (71.68%) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | General and administrative expenses | $801,420 | $683,551 | $2,154,179 | $2,250,994 | | Interest income (Trust Account) | $668,748 | $3,278,712 | $2,353,695 | $9,027,924 | | Interest expense | $(128,012) | $0 | $(323,197) | $0 | | Non-redemption agreement expense | $0 | $(708,400) | $(838,825) | $(708,400) | | Net (loss) income | $(397,026) | $1,206,590 | $(1,444,875) | $4,202,024 | | Basic and diluted net (loss) income per common stock, Class A | $(0.03) | $0.04 | $(0.10) | $0.12 | [Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) | Metric | Dec 31, 2023 | Sep 30, 2024 (Unaudited) | Change | | :------------------------------------------ | :----------- | :----------------------- | :------- | | Total Stockholders' Deficit | $(4,311,700) | $(7,401,983) | (71.68%) | | Accretion of common stock subject to possible redemption (9 months) | N/A | $(1,764,032) | N/A | | Contribution from the Sponsor (9 months) | N/A | $838,825 | N/A | | Excise taxes on stock redemption (9 months) | N/A | $(1,154,897) | N/A | | Net loss (9 months) | N/A | $(1,444,875) | N/A | [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) | Metric | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | | Net (loss) income | $(1,444,875) | $4,202,024 | | Net cash used in operating activities | $(2,055,335) | $(4,039,176) | | Net cash provided by investing activities | $116,010,573 | $99,283,690 | | Net cash used in financing activities | $(113,964,643) | $(95,291,644) | | Net Change in Cash | $(9,405) | $(47,130) | | Cash – End of period | $20,439 | $25,623 | | Excise tax on stock redemption (noncash) | $1,154,897 | $967,916 | [Notes to Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) [NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS](index=9&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) The company, a blank check entity, has extended its combination deadline and entered a merger agreement with Fold, Inc - The Company is a blank check company incorporated in Delaware on February 19, 2021, for the purpose of effecting a business combination[25](index=25&type=chunk) - As of September 30, 2024, the Company had not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[26](index=26&type=chunk) - On July 24, 2024, the Company announced a **Merger Agreement with Fold, Inc.**, where Fold will become a wholly-owned subsidiary of the Company[40](index=40&type=chunk)[111](index=111&type=chunk) [Liquidity and Going Concern](index=11&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS_Liquidity%20and%20Going%20Concern) - As of September 30, 2024, the Company had **$20,439 in cash** and a **working capital deficit of $6,159,733**[41](index=41&type=chunk) - The Company has until **December 20, 2024**, to consummate a Business Combination, and failure to do so will result in mandatory liquidation, raising **substantial doubt about its ability to continue as a going concern**[45](index=45&type=chunk)[160](index=160&type=chunk) - The Sponsor or affiliates may loan funds for working capital, with **$3,000,000 outstanding** as of September 30, 2024, under a promissory note[42](index=42&type=chunk)[43](index=43&type=chunk) [Subscription Agreement](index=13&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS_Subscription%20Agreement) - On January 3, 2024, the Company entered into a subscription agreement with Polar Multi-Strategy Master Fund and its Sponsors for up to **$550,000 in capital contributions** to cover working capital[47](index=47&type=chunk)[153](index=153&type=chunk) - The Capital Contribution is non-interest bearing and will be repaid to Polar by ESG Funding upon the closing of an initial business combination, either in **common stock (1 share for $10) or cash**[48](index=48&type=chunk)[154](index=154&type=chunk) - If the Company liquidates without a business combination, remaining cash accounts (excluding the Trust Account) will be paid to Polar up to the funded Capital Contribution amount[49](index=49&type=chunk)[155](index=155&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the accounting policies used in preparing the unaudited condensed financial statements [Basis of Presentation](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Basis%20of%20Presentation) - Financial statements are prepared in accordance with **GAAP for interim information** and SEC rules for interim financial reporting[51](index=51&type=chunk) - Certain information or footnote disclosures normally included in GAAP financial statements have been condensed or omitted[51](index=51&type=chunk) [Emerging Growth Company](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Emerging%20Growth%20Company) - The Company is an **"emerging growth company"** and can take advantage of exemptions from various reporting requirements[54](index=54&type=chunk) - The Company has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[55](index=55&type=chunk) [Use of Estimates](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Use%20of%20Estimates) - Management makes estimates and assumptions that affect reported amounts of assets, liabilities, and expenses[56](index=56&type=chunk) - Actual results could differ significantly from estimates due to future confirming events[57](index=57&type=chunk) [Cash and Cash Equivalents](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Cash%20and%20Cash%20Equivalents) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :----- | :----------- | :----------- | | Cash | $20,439 | $29,844 | | Cash Equivalents | $0 | $0 | [Investments Held in Trust Account](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Investments%20Held%20in%20Trust%20Account) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :-------------------------- | :----------- | :----------- | | Investments held in Trust Account | $51,996,271 | $165,653,149 | - Proceeds from the Public Offering are invested in U.S. government securities or money market funds[59](index=59&type=chunk) [Net (Loss) Income Per Common Stock](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Net%20(Loss)%20Income%20Per%20Common%20Stock) | Metric | 3 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2024 | | :------------------------------------------ | :-------------------------- | :-------------------------- | | Basic and diluted net (loss) income per common stock, Class A | $(0.03) | $(0.10) | - Warrants are excluded from diluted EPS calculation due to their exercise being contingent upon future events[60](index=60&type=chunk) [Class A Common Stock Subject to Possible Redemption](index=16&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Class%20A%20Common%20Stock%20Subject%20to%20Possible%20Redemption) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :------------------------------------------ | :----------- | :----------- | | Shares subject to possible redemption | 4,757,884 | 15,630,150 | | Value of Class A common stock subject to possible redemption | $51,996,271 | $165,721,882 | - Class A common stock subject to possible redemption is classified as **temporary equity** due to redemption rights outside the Company's control[63](index=63&type=chunk) [Fair Value of Financial Instruments](index=16&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Fair%20Value%20of%20Financial%20Instruments) - Fair value of financial instruments approximates carrying amounts due to their short-term nature[64](index=64&type=chunk) - The Company uses a **three-tier fair value hierarchy (Level 1, 2, 3)** for measuring fair value[65](index=65&type=chunk)[67](index=67&type=chunk) [Warrant Classification](index=16&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Warrant%20Classification) - Warrants are classified as **equity** in accordance with ASC 815-40[66](index=66&type=chunk) [Income Taxes](index=17&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Income%20Taxes) - The Company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities[68](index=68&type=chunk) - A **full valuation allowance** is recorded against deferred tax assets[68](index=68&type=chunk) | Metric | 3 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2023 | | :---------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Effective tax rate | 52.3% | 50.12% | (26.21)% | (27.54)% | [Concentration of Credit Risk](index=18&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Concentration%20of%20Credit%20Risk) - Cash accounts in financial institutions may exceed FDIC coverage limits, posing a concentration of credit risk[73](index=73&type=chunk) [Recent Accounting Standards](index=18&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Recent%20Accounting%20Standards) - No material effect is expected from recently issued, but not yet effective, accounting standards[74](index=74&type=chunk) [Risks and Uncertainties](index=18&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Risks%20and%20Uncertainties) - Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) could adversely affect the Company's search for a business combination[75](index=75&type=chunk)[76](index=76&type=chunk) - The Inflation Reduction Act of 2022 imposes a **1% excise tax** on stock repurchases, potentially reducing cash available for a business combination[78](index=78&type=chunk)[79](index=79&type=chunk) - As of September 30, 2024, the Company recorded a **$2,122,813 excise tax liability** for shares redeemed on September 19, 2023, and January 19, 2024[80](index=80&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=19&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The company completed its IPO in December 2021 and sold additional units via an over-allotment option in January 2022 - IPO completed on December 20, 2021, selling **22,000,000 units at $10.00 per unit**[82](index=82&type=chunk) - An additional **2,869,342 units** were sold on January 14, 2022, through a partial exercise of the over-allotment option[82](index=82&type=chunk) - Class A common stock from the IPO is subject to redemption and classified as **temporary equity**[83](index=83&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=21&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) The Sponsor purchased private placement units concurrently with the IPO and over-allotment exercise - Sponsor purchased **890,000 Private Placement Units for $8,900,000** concurrently with the IPO[87](index=87&type=chunk) - An additional **86,081 Private Placement Units** were sold to the Sponsor for **$860,810** with the over-allotment exercise[87](index=87&type=chunk) - Private Placement Warrants have transfer restrictions for the Sponsor and its permitted transferees[88](index=88&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=21&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This section details transactions with related parties, including Founder Shares, promissory notes, and service agreements [Founder Shares](index=21&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS_Founder%20Shares) - The Sponsor initially purchased 7,992,750 Class B common shares, adjusted to **8,763,333 Founder Shares**[89](index=89&type=chunk) - All outstanding Class B Founder Shares were **converted to Class A common stock** following a stockholder meeting on September 19, 2023[89](index=89&type=chunk) - Founder Shares are subject to transfer restrictions tied to the consummation of the initial Business Combination and Class A common stock price thresholds[90](index=90&type=chunk) [Promissory Note —Related Party](index=22&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS_Promissory%20Note%20—Related%20Party) - The Sponsor or affiliates may loan funds for working capital, with **$3,000,000 outstanding** as of September 30, 2024, under a non-interest bearing promissory note[92](index=92&type=chunk)[94](index=94&type=chunk) - The aggregate principal amount of the Promissory Note was **increased from $1,500,000 to $3,000,000** on October 16, 2023[94](index=94&type=chunk) - Loans are due upon a business combination; if no combination, they may be repaid from working capital outside the Trust Account, or unpaid amounts would be forgiven[94](index=94&type=chunk) [Administrative Services Agreement](index=22&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS_Administrative%20Services%20Agreement) - The Company pays the Sponsor **$30,000 per month** for administrative services[95](index=95&type=chunk) | Metric | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Administrative support services incurred | $270,000 | $270,000 | - As of September 30, 2024, **$556,451** of administrative support services was included in due to related party[95](index=95&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=22&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This section details the company's commitments, including registration rights, fees, and the merger with Fold, Inc [Registration Rights](index=22&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Registration%20Rights) - Holders of Founder Shares, Private Placement Units, and Working Capital Loan conversion units have registration rights[96](index=96&type=chunk) - Holders can make up to **three demands for registration**, and also have "piggy-back" rights[96](index=96&type=chunk) - The Company will bear the expenses incurred in connection with the filing of any such registration statements[96](index=96&type=chunk) [Warrant Amendments](index=23&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Warrant%20Amendments) - Warrant terms can be amended without consent to cure ambiguities or maintain equity classification[98](index=98&type=chunk) - Amendments adversely affecting public warrant holders require approval by at least **50% of outstanding Public Warrants**[98](index=98&type=chunk) [Underwriting Agreement](index=23&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Underwriting%20Agreement) - Underwriter earned a cash underwriting discount of **$4,973,868**[99](index=99&type=chunk) - Deferred underwriting discount of **$8,704,270 was waived** by the underwriter on October 18, 2023, and recorded to additional paid-in capital[99](index=99&type=chunk)[166](index=166&type=chunk) [Financial Advisory Fee](index=23&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Financial%20Advisory%20Fee) - CCM received a fee for IPO advisory services and is entitled to additional advisory fees upon the closing of a business combination[100](index=100&type=chunk)[101](index=101&type=chunk) - A deferred advisory fee of **$1,155,000 was reversed** and recognized as an expense as of December 31, 2023, following the underwriter's waiver of its deferred underwriting discount[102](index=102&type=chunk)[167](index=167&type=chunk) [Non-redemption Agreements](index=24&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Non-redemption%20Agreements) - In September 2023, the Company agreed to issue **1,610,000 Class A Investor Shares** for non-redemption commitments, with an estimated fair value of **$708,400**[104](index=104&type=chunk) - In January 2024, the Company agreed to issue **1,112,500 Class A Investor Shares** for non-redemption commitments, with an estimated fair value of **$838,825**[105](index=105&type=chunk) - The fair value of these Investor Shares was recorded as an expense with a corresponding credit to additional paid-in capital[104](index=104&type=chunk)[105](index=105&type=chunk) [Merger Agreement](index=25&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Merger%20Agreement) - On July 24, 2024, the Company entered into a **Merger Agreement with Fold, Inc.**, making Fold a wholly-owned subsidiary[111](index=111&type=chunk) - Aggregate consideration will be Class A common stock based on Fold's **pre-money equity value of $365 million**[113](index=113&type=chunk) - Consideration may increase by up to **$54.75 million** if Bitcoin's 60-volume weighted average price exceeds **$90,000** prior to closing[113](index=113&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=25&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT) This section details the company's capital structure, including authorized and outstanding shares and warrants [Preferred Stock](index=25&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT_Preferred%20Stock) - **1,000,000 shares** of preferred stock are authorized, but none are issued or outstanding[115](index=115&type=chunk) [Class A Common Stock](index=26&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT_Class%20A%20Common%20Stock) - **42,000,000 shares** of Class A common stock are authorized[117](index=117&type=chunk) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :------------------------------------------ | :----------- | :----------- | | Class A common stock issued and outstanding | 14,349,106 | 25,221,372 | | Class A common stock subject to possible redemption | 4,757,884 | 15,630,150 | [Class B Common Stock](index=26&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT_Class%20B%20Common%20Stock) - **10,000,000 shares** of Class B common stock are authorized[118](index=118&type=chunk) - All outstanding Class B common stock was **converted to Class A common stock** following the September 19, 2023, meeting[118](index=118&type=chunk) - No Class B common stock was issued or outstanding as of September 30, 2024, and December 31, 2023[118](index=118&type=chunk) [Warrants](index=26&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT_Warrants) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :-------------------------- | :----------- | :----------- | | Public Warrants outstanding | 12,434,671 | 12,434,671 | | Private Placement Warrants outstanding | 488,041 | 488,041 | - Each whole warrant entitles the holder to purchase one Class A common stock at **$11.50 per share**, subject to adjustment[119](index=119&type=chunk) - The Company may redeem outstanding warrants under specific conditions, including a Class A common stock price exceeding **$18.00 for 20 trading days** within a 30-day period[124](index=124&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=27&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) The company's Trust Account investments are Level 1 fair value, while a promissory note is classified as Level 3 [Promissory note valuation](index=29&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS_Promissory%20note%20valuation) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :-------------------------------- | :----------- | :----------- | | Investments held in Trust Account (Level 1) | $51,996,271 | $165,653,149 | | Promissory Note, net of discount (Level 3) | $438,501 | $0 | - The promissory note was valued using a **Black Scholes model**, considered a **Level 3** fair value measurement[127](index=127&type=chunk) - Key inputs for the Black Scholes model included a **3.90% risk-free interest rate**, **5.0-year term**, and **20.0% probability of de-SPAC**[127](index=127&type=chunk) [NOTE 9. SUBSEQUENT EVENTS](index=29&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) The company issued two non-interest bearing promissory notes to an affiliate of the Sponsors after the reporting period - On October 25, 2024, the Company issued a promissory note to Frontier SPV, LLC for up to **$2,000,000**[129](index=129&type=chunk) - On October 31, 2024, the Company issued a promissory note to Frontier for **$973,116.44** to satisfy excise tax liability[130](index=130&type=chunk) - Both subsequent promissory notes are non-interest bearing and due upon consummation of a Business Combination[129](index=129&type=chunk)[130](index=130&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, liquidity challenges, and merger progress [Special Note Regarding Forward-Looking Statements](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Special%20Note%20Regarding%20Forward-Looking%20Statements) - The report includes forward-looking statements subject to risks and uncertainties[132](index=132&type=chunk) - Actual results may differ materially from those discussed in forward-looking statements[132](index=132&type=chunk) - The Company disclaims any intention or obligation to update or revise forward-looking statements[132](index=132&type=chunk) [Overview](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Overview) - The Company is a blank check company formed in February 2021 to effect a business combination[133](index=133&type=chunk) - The Company expects to incur significant costs in pursuing acquisition plans[134](index=134&type=chunk) - Operating revenues are not expected until after the completion of a business combination[141](index=141&type=chunk) [Recent Developments](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Recent%20Developments) - Stockholders approved extensions for the business combination deadline to January 19, 2024, and then to **December 20, 2024**[135](index=135&type=chunk)[138](index=138&type=chunk) - Redemptions of Class A common stock totaled approximately **$96.79 million** in September 2023 and **$115.49 million** in January 2024[135](index=135&type=chunk)[138](index=138&type=chunk) - Non-redemption agreements were entered into, and all Class B common stock was converted to Class A common stock[136](index=136&type=chunk)[137](index=137&type=chunk)[139](index=139&type=chunk) - A **Merger Agreement with Fold, Inc.** was announced on July 24, 2024[140](index=140&type=chunk) [Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Results%20of%20Operations) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net (loss) income | $(309,776) | $1,206,590 | $(1,357,625) | $4,202,024 | | General and administrative expenses | $801,420 | $683,551 | $2,154,179 | $2,250,994 | | Interest income (Trust Account) | $668,748 | $3,278,712 | $2,353,695 | $9,027,924 | | Non-redemption agreement expense | $0 | $(708,400) | $(838,825) | $(708,400) | [Liquidity and Capital Resources](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Liquidity%20and%20Capital%20Resources) - As of September 30, 2024, the Company had **$20,439 in cash** outside of trust and a **working capital deficit of $6,159,733**[150](index=150&type=chunk) - Investments in the Trust Account decreased to **$51,996,271** as of September 30, 2024, following significant redemptions[152](index=152&type=chunk) - The Company relies on Working Capital Loans from the Sponsor (**$3,000,000 outstanding**) and a Subscription Agreement with Polar (up to **$550,000**) to finance operations and transaction costs[151](index=151&type=chunk)[153](index=153&type=chunk) [Going Concern](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Going%20Concern) - The Company has until **December 20, 2024**, to consummate a Business Combination[160](index=160&type=chunk) - The liquidity condition and mandatory liquidation raise **substantial doubt** about the Company's ability to continue as a going concern[160](index=160&type=chunk) - Management intends to consummate a Business Combination prior to December 20, 2024[160](index=160&type=chunk) [Off-Balance Sheet Financing Arrangements](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Off-Balance%20Sheet%20Financing%20Arrangements) - The Company has no off-balance sheet arrangements as of September 30, 2024[161](index=161&type=chunk) [Contractual Obligations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Contractual%20Obligations) - The Company pays a monthly administrative services fee of **$30,000** to the Sponsor[163](index=163&type=chunk) - Holders of founder shares, private placement units, and working capital loan conversion units are entitled to registration rights[164](index=164&type=chunk) - The deferred underwriting discount of **$8,704,270 was waived** by the underwriter on October 18, 2023[166](index=166&type=chunk) - CCM is entitled to an advisory fee upon the closing of a Business Combination[167](index=167&type=chunk) [Critical Accounting Policies and Estimates](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Critical%20Accounting%20Policies%20and%20Estimates) [Class A Common Stock Subject to Possible Redemption](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Critical%20Accounting%20Policies%20and%20Estimates_Class%20A%20Common%20Stock%20Subject%20to%20Possible%20Redemption) - Class A common stock subject to possible redemption is classified as **temporary equity**[170](index=170&type=chunk) - Changes in redemption value are recognized immediately, adjusting the carrying value to the redemption value at each period end[171](index=171&type=chunk) [Net (Loss) Income Per Common Share](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Critical%20Accounting%20Policies%20and%20Estimates_Net%20(Loss)%20Income%20Per%20Common%20Share) - Earnings and losses are shared pro rata between Class A and Class B common stock[173](index=173&type=chunk) - Warrants are excluded from diluted EPS calculations as their exercise is contingent upon future events[173](index=173&type=chunk) [Recent Accounting Standards](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Critical%20Accounting%20Policies%20and%20Estimates_Recent%20Accounting%20Standards) - No material effect is expected from recently issued, but not yet effective, accounting standards[174](index=174&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for smaller reporting companies [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2024 [Evaluation of Disclosure Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures_Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Disclosure controls and procedures were evaluated as **effective** as of September 30, 2024[176](index=176&type=chunk) - Disclosure controls provide **reasonable, not absolute, assurance** that objectives are met[177](index=177&type=chunk) [Changes in Internal Control over Financial Reporting](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures_Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - **No material changes** in internal control over financial reporting occurred during the most recent fiscal quarter[178](index=178&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - No legal proceedings are reported[180](index=180&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K - **No material changes** to risk factors since the Annual Report on Form 10-K[181](index=181&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the IPO, private placements, and significant redemptions of Class A common stock - IPO completed on December 20, 2021, with **22,000,000 units sold**, and an additional **2,869,342 units** via over-allotment[182](index=182&type=chunk)[185](index=185&type=chunk) - Sponsor purchased **890,000 Private Placement Units** and an additional **86,081 units** in unregistered sales under Section 4(a)(2)[183](index=183&type=chunk)[185](index=185&type=chunk) - Class A common stock redemptions totaled approximately **$96.79 million** in September 2023 and **$115.49 million** in January 2024[186](index=186&type=chunk) - The deferred underwriting discount of **$8,704,270 was waived** by the underwriter on October 18, 2023[188](index=188&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has no defaults upon senior securities to report - No defaults upon senior securities are reported[190](index=190&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company has no mine safety disclosures to report - No mine safety disclosures are reported[191](index=191&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) The company has no other information to report - No other information is reported[192](index=192&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with this Quarterly Report, including the merger agreement and promissory notes - Exhibits include the **Agreement and Plan of Merger with Fold, Inc.** dated July 24, 2024[194](index=194&type=chunk) - Promissory notes dated October 25, 2024, and October 31, 2024, with Frontier SPV, LLC are filed as exhibits[194](index=194&type=chunk) [SIGNATURES](index=40&type=section&id=Part%20III.%20Signatures) [Signatures](index=40&type=section&id=Part%20III.%20Signatures_Signatures) The report is signed by the President and Chief Executive Officer, and the Chief Financial Officer, on November 12, 2024 - Report signed by President and CEO **Bracebridge H. Young, Jr.** and CFO **Doug Listman**[198](index=198&type=chunk) - Signing date is **November 12, 2024**[198](index=198&type=chunk)