Core Insights - Fold, Inc. has recently gone public, marking a significant milestone in its mission to integrate Bitcoin into everyday financial activities [1][3] - The company aims to provide access to Bitcoin products for average consumers, moving beyond speculation to tangible utility [2][4] Company Overview - Fold is a leading Bitcoin rewards and payments platform, founded in 2019, dedicated to expanding access to Bitcoin investment opportunities through premium financial products [5] - The company began trading under the ticker symbol $FLD on February 19, 2025, and has rapidly grown its user base, with hundreds of thousands earning Bitcoin rewards through everyday purchases [3] Thesis* Background - Thesis* is a venture studio established in 2014, focused on building foundational products for Bitcoin's future, including Fold and other market-leading solutions [6] - The studio continues to support Fold's growth and innovation, aiming to empower individuals and communities through decentralized financial products [6]

Core Viewpoint - Fold Holdings, Inc. is set to announce its first quarter earnings results for 2025 on May 15, 2025, highlighting its position as the first publicly traded bitcoin financial services company [1]. Company Overview - Fold Holdings, Inc. (NASDAQ: FLD) is recognized as the first publicly traded bitcoin financial services company, facilitating the earning, saving, and usage of bitcoin for individuals and businesses [4]. - The company holds over 1,485 BTC in its treasury, positioning itself at the forefront of integrating bitcoin into everyday financial experiences [4]. - Fold is developing innovative products such as the Fold App and Fold Card to bridge traditional finance with a bitcoin-powered future [4]. Conference Call Details - The earnings conference call will take place on May 15, 2025, at 5:00 PM Eastern Time, with a press release detailing the results to be issued prior to the call [1]. - Participants can join the call by logging in or dialing in approximately 5 minutes before the start [2]. - For phone participation, registration is required through a provided link, after which participants will receive an email with access details [3].

Financial Services and Products - 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]. - Fold's 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 currently available in the United States through its mobile app[31]. - Users can purchase bitcoin through various methods, including spot buys, recurring trades, direct deposits, and round-ups, enhancing user engagement[48]. - The "Auto Stack" feature allows users to set up recurring bitcoin purchases at specified intervals, promoting consistent investment behavior[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 Investment - The company actively invests in and accumulates bitcoin for its treasury, believing it offers long-term value preservation compared to traditional currencies[30]. - As of December 31, 2024, Fold has accumulated more than 1,000 bitcoin in its Investment Treasury, viewing these holdings as a long-term strategic investment rather than a trading asset[81]. - The company plans to continue accumulating bitcoin over time, believing that bitcoin's price appreciation potential will provide stockholder value[81]. - Fold's bitcoin treasury strategy is designed to align corporate goals with customer offerings, viewing bitcoin as a hedge against inflation and a unique store of value[80]. - The company’s investments in Bitcoin are subject to volatile market prices, which could adversely impact its financial condition if the market value decreases significantly[211]. Customer Engagement and Demographics - 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 aims to serve as a key entry point for consumers to engage with bitcoin in their everyday lives[29]. - Fold aims to deepen engagement with existing and new rewards partners to drive further adoption and create mutual growth opportunities[94]. Compliance and Regulatory Environment - The company is committed to maintaining compliance with evolving regulatory environments, including anti-money laundering and sanctions laws[105]. - Customers undergo Know Your Customer (KYC) checks by both Fold and the Bitcoin Service Providers, ensuring compliance and security[42]. - The company has established a robust Customer Identification Program (CIP) to ensure accurate information regarding customer identities, enhancing security measures[103]. - The company faces risks related to regulatory changes that could impact its ability to offer products and services, particularly in the evolving landscape of the Bitcoin economy[137]. - The company is subject to extensive laws and regulations that govern financial services, privacy, and consumer protection, which may evolve and impact operations[139]. Operational Strategy and Challenges - The company has achieved customer acquisition costs of less than $10 per user, significantly lower than the industry average of over $300 per customer for traditional financial service providers[89]. - 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 may face operational difficulties if it fails to effectively manage its growth and scaling back initiatives, which could adversely affect its brand and product quality[199]. - The company is limited in its ability to influence third-party partners' controls, which may pose risks to its operations and financial condition[182]. Partnerships and Collaborations - Fold partners with Fortress Trust LLC and BitGo Trust Company to provide custody and trading services for eligible customers[40]. - The company has established relationships with top offer aggregators and merchants to maximize its rewards inventory[34]. - Fold's strategic partnerships with third-party service providers, such as Marqeta, enhance its product offerings and operational capabilities[72]. Market Position and Competition - The bitcoin industry is experiencing significant growth, with Fold positioned to capitalize on expanding financial services related to bitcoin[55]. - 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]. 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 and updates its talent strategy, monitoring data such as turnover and diversity to implement effective programs[124]. Risks and Uncertainties - 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 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]. - The complexity of regulatory environments may result in overlapping investigations and legal proceedings, adversely affecting the company's reputation and financial condition[159]. - The company faces significant risks if it cannot keep pace with rapid industry changes, which could lead to a decline in net revenue[162]. - Any material failure in maintaining necessary controls could lead to reputational harm, litigation, and significant financial losses[184]. Technology and Infrastructure - The company is dependent on the integration of its services with various operating systems and may face challenges if these systems change or degrade functionality[203]. - Continuous improvement and upgrading of information systems are complex and may not be successful, potentially impacting financial results[177]. - The company’s success relies on developing new technologies and adapting to industry changes, particularly in generative AI adoption[216]. - There is a significant dependence on third parties for technology development, which could impair business if industry developments are not effectively predicted[217]. Customer Trust and Reputation - The company must continue to attract and retain customers to avoid significant harm to its business and financial condition[195]. - Significant disruptions in products and services could lead to loss of customers and adversely affect the company's brand and reputation[174]. - The company’s brand and reputation are key assets, and any negative publicity or failure to maintain high-quality services could harm its business[213].

Core Viewpoint - Fold Holdings, Inc. has significantly increased its bitcoin treasury by acquiring an additional 475 bitcoin, bringing its total holdings to over 1,485 BTC, which positions the company among the top ten U.S. public companies with the largest bitcoin treasuries [1][2]. Company Strategy - The acquisition of bitcoin was made through the issuance of a convertible note with a conversion price of $12.50 per share, representing a premium of over 100% compared to the closing price on March 5, 2025 [1]. - The company aims to leverage its bitcoin treasury to enhance shareholder value and support the development of bitcoin-native financial products, thereby bridging traditional finance and the bitcoin economy [2][3]. Market Position - Fold is recognized as the first publicly traded bitcoin financial services company, focusing on integrating bitcoin into everyday financial experiences through innovative products like the Fold App and Fold Card [3]. - The growing global acceptance of bitcoin as a strategic reserve asset is seen as an opportunity for Fold to establish itself as a leading provider of bitcoin-powered financial services [2].

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[132]. - For the nine months ended September 30, 2024, the company had a net loss of $1,357,625, consisting of 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[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[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 plans to use substantially all funds in the Trust Account, including $520,930 withdrawn for taxes, to complete its Business Combination[147]. Shareholder Actions and Meetings - 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]. IPO and Financing - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees[138]. - 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 cash on hand is insufficient[149]. Working Capital and Liabilities - The company has a working capital deficit of $6,159,733 as of September 30, 2024[140]. - The Company has until December 20, 2024, to consummate a Business Combination, or it will face mandatory liquidation[151]. - The Company has no off-balance sheet financing arrangements as of September 30, 2024[152]. Stock and Equity - As of September 30, 2024, the Company has 4,757,884 shares of Class A common stock presented at redemption value as temporary equity[161]. - The Company has 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]. - The Company has granted registration rights to holders of founder shares and private placement units, allowing them to demand registration of their securities[155]. - The Company recognizes changes in redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value[162]. Administrative Expenses - The Company incurred $270,000 for administrative support services for the nine months ended September 30, 2024, with $556,452 in accrued expenses[154]. Management and Accounting - Management believes that no recently issued accounting standards will materially affect the condensed financial statements[165].

Financial Performance - As of June 30, 2024, the company recorded a net loss of $223,807, with general and administrative expenses amounting to $626,004 and interest income of $664,259 from investments held in the Trust Account [123]. - For the six months ended June 30, 2024, the company reported a net loss of $1,047,849, which included general and administrative expenses of $1,352,759 and interest income of $1,684,947 [124]. - As of June 30, 2024, the company had a working capital deficit of $5,365,129 [132]. - The Company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees [130]. - 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 [145]. Trust Account and Investments - The company had cash, investments, and marketable securities held in the Trust Account totaling $51,511,443 as of June 30, 2024 [134]. - The Company intends to use substantially all funds held in the Trust Account, including interest earned, to complete its Business Combination, having withdrawn $337,010 for taxes during the period ended June 30, 2024 [139]. - As of June 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 [152]. Business Combination and Extensions - On September 19, 2023, stockholders approved an extension of the deadline for the company to complete its initial business combination from September 20, 2023, to January 19, 2024 [117]. - On January 19, 2024, stockholders approved another extension of the deadline to complete the initial business combination to December 20, 2024 [120]. - The Company has until December 20, 2024, to consummate a Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed by this date [142]. - The Company may need additional financing to complete its Business Combination or to meet obligations if a significant number of public shares are redeemed [141]. Shareholder Activity - During the September 19, 2023 meeting, holders of 9,239,192 shares of redeemable Class A common stock redeemed their shares for approximately $96,791,644 at a price of $10.4762 per share [117]. - In the January 19, 2024 meeting, holders of 10,872,266 shares of redeemable Class A common stock redeemed their shares for approximately $115,489,643 at a price of $10.6224 per share [120]. Financial Advisory and Support - 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 [150]. - The underwriter earned a cash underwriting discount of $4,973,868, with a deferred underwriting discount of $8,704,270, which was waived on October 18, 2023 [148]. Financial Position and Controls - The Company has no long-term debt obligations or capital lease obligations as of the reporting date [144]. - The Company has no off-balance sheet financing arrangements as of June 30, 2024, and does not participate in transactions that create relationships with unconsolidated entities [143]. - The Company’s disclosure controls and procedures were evaluated as effective as of June 30, 2024 [156].

Financial Performance - The company reported a net loss of $824,042 for the three months ended March 31, 2024, compared to a net income of $1,267,859 for the same period in 2023[113][114]. - The company has not generated any operating revenues to date and only earns non-operating income from interest on marketable securities[112]. Cash and Investments - As of March 31, 2024, the company had cash, investments, and marketable securities held in the Trust Account totaling $51,171,024[121]. - The company has a working capital deficit of $4,958,974 as of March 31, 2024[119]. - The company has outstanding Working Capital Loans totaling $2,425,000 as of March 31, 2024, increased from $1,500,000 to $3,000,000[120]. - The company intends to use substantially all funds in the Trust Account, including interest earned, to complete its Business Combination, having withdrawn $13,170 for taxes during the period ended March 31, 2024[126]. Shareholder Activity - On September 19, 2023, shareholders redeemed 9,239,192 shares of redeemable Class A common stock for approximately $96,791,644 at a redemption price of $10.4762 per share[107]. - On January 19, 2024, shareholders redeemed 10,872,266 shares of redeemable Class A common stock for approximately $115,489,643 at a redemption price of $10.6224 per share[110]. - As of March 31, 2024, the company has 4,757,884 shares of Class A common stock presented at redemption value as temporary equity, compared to 15,630,150 shares as of December 31, 2023[139]. Business Combination - The company plans to extend the deadline for consummating its initial business combination to December 20, 2024[110]. - The company has until December 20, 2024, to consummate a Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed by this date[129]. - The company may need additional financing to complete its Business Combination or to meet obligations if cash on hand is insufficient post-transaction[128]. Costs and Expenses - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees[117]. - The company incurred $90,000 in administrative support fees for the three months ended March 31, 2024, with $376,451 in accrued expenses as of the same date[132]. - 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, resulting in a reclassification to additional paid-in capital[135]. Financial Controls and Reporting - Management evaluated the effectiveness of disclosure controls and procedures as of March 31, 2024, concluding they were effective[144]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal controls[145]. - The company has no off-balance sheet financing arrangements as of March 31, 2024, and does not participate in transactions that create relationships with unconsolidated entities[130]. - The company has no long-term debt obligations or liabilities other than those specified in its administrative services agreement[131]. Non-Redemption Agreements - The company has 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[108][111].

Financial Position - As of December 31, 2023, the company had cash, investments, and marketable securities held in the Trust Account totaling $165,653,149[389]. - The company had a working capital deficit of $3,087,967 as of December 31, 2023[387]. - As of December 31, 2023, the company has no off-balance sheet financing arrangements or obligations[395]. - As of December 31, 2023, 15,630,150 shares of Class A common stock are presented at redemption value as temporary equity[404]. - The company recognizes changes in redemption value immediately, adjusting the carrying value of Class A common stock accordingly[405]. Income and Expenses - For the year ended December 31, 2023, the company reported a net income of $4,443,634, driven by interest income of $11,207,609 from investments in the Trust Account[381]. - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees[385]. - The underwriter earned a cash underwriting discount of $4,973,868, which is 2% of the gross proceeds from the Public Offering[400]. - A deferred underwriting discount of $8,704,270 was recorded as additional paid-in capital following a waiver by the underwriter[400]. - The company incurred $360,000 for administrative support services in 2023, with $286,451 recorded as accrued expenses[397]. Business Combination and Future Plans - On January 19, 2024, stockholders approved an extension for the company to consummate its initial business combination until December 20, 2024[378]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of its business combination[373]. - The company has until December 20, 2024, to complete a business combination, raising substantial doubt about its ability to continue as a going concern if not completed[394]. - The company has entered into non-redemption agreements with third parties, agreeing to issue 1,137,500 Class A Shares at the time of the initial business combination[379]. Accounting and Reporting - The diluted net income per share is the same as the basic net income per share due to the exclusion of warrants from the calculation[406]. - The company is assessing the impact of ASU No. 2020-06, effective after December 15, 2023, on its financial position[408]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[409]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures[410].

Financial Position - As of September 30, 2023, the company had cash, investments, and marketable securities held in the Trust Account totaling $163,995,984[107] - The company has a working capital deficit of $2,827,412 as of September 30, 2023[105] - The company has until January 19, 2024, to consummate a Business Combination, after which a mandatory liquidation may occur[110] Income and Earnings - For the three months ended September 30, 2023, the company reported a net income of $1,206,590, driven by interest income of $3,278,712 from investments held in the Trust Account[98] - For the nine months ended September 30, 2023, the company achieved a net income of $4,202,024, with total interest income of $9,027,924[99] IPO and Transaction Costs - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees[103] - The underwriter earned a cash underwriting discount of 2% of the gross proceeds from the Public Offering, totaling $4,973,868[117] - The underwriter will receive a deferred underwriting discount of 3.5% of the gross proceeds from the Public Offering, amounting to $8,704,270[117] - The company engaged Cohen & Company Capital Markets for financial advisory services, paying a fee of 0.3% of the aggregate proceeds of the Public Offering[118] Share Redemption - A total of 9,239,192 shares of redeemable Class A common stock were redeemed at a price of approximately $10.4762 per share, resulting in an aggregate redemption amount of approximately $96,791,644[94] - The company recorded an excise tax liability of $967,916, calculated as 1% of shares redeemed on September 19, 2023[94] - The company has agreed to issue an aggregate of 1,610,000 Class A Shares to third parties in exchange for non-redemption agreements[95] Stock Classification and Valuation - As of September 30, 2023, 15,630,150 shares of Class A common stock are presented at redemption value as temporary equity[122] - The Class A common stock subject to possible redemption is classified as a liability instrument and measured at fair value[122] - The company recognizes changes in redemption value immediately and adjusts the carrying value of Class A common stock to equal the redemption value at the end of each reporting period[123] Accounting Policies and Standards - The company has identified critical accounting policies that may significantly affect reported amounts of assets and liabilities[120] - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[125] - Management does not believe that any recently issued accounting standards would have a material effect on the condensed financial statements[126] Earnings Per Share - The company has not considered the effect of the warrants in the calculation of diluted net income (loss) per share, resulting in diluted net income (loss) per share being the same as basic net income (loss) per share[124]

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $1,727,575, driven by interest income of $3,052,686 from investments held in the Trust Account, after accounting for formation and operating costs of $694,546 and income tax provision of $630,565 [86]. - For the six months ended June 30, 2023, the company achieved a net income of $2,995,434, with interest income of $5,749,212, offset by formation and operating costs of $1,567,443 and income tax provision of $1,186,335 [87]. - The company generated non-operating income solely from interest income on marketable securities held in the Trust Account, with no operating revenues expected until after a Business Combination [85]. Trust Account and Business Combination - As of June 30, 2023, the company had cash, investments, and marketable securities in the Trust Account totaling $258,300,436, which will be primarily used to complete a Business Combination [96]. - The company intends to use funds held outside the Trust Account for identifying and evaluating target businesses, performing due diligence, and completing a Business Combination [97]. - The company has until September 20, 2023, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed [99]. - The company has outstanding Working Capital Loans of $1,275,000 as of June 30, 2023, which may be repaid from the proceeds of the Trust Account upon completion of a Business Combination [95]. Costs and Expenses - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees and $8,704,270 in deferred underwriting fees [92]. - The company incurred $180,000 in administrative support service fees for the six months ended June 30, 2023, with $90,000 accrued as of June 30, 2023 [103]. - The company has a working capital deficit of $1,221,589 as of June 30, 2023, excluding franchise tax and income tax payable [94]. Stock and Equity - As of June 30, 2023, 24,869,342 shares of Class A common stock are presented at redemption value as temporary equity [110]. - The company recognizes changes in redemption value immediately and adjusts the carrying value of Class A common stock to equal the redemption value at the end of each reporting period [111]. - The diluted net income (loss) per share of common stock is the same as basic net income (loss) per share due to the exclusion of accretion associated with redeemable shares [112]. Accounting and Internal Controls - The FASB issued ASU No. 2020-06, effective for fiscal years beginning after December 15, 2023, which simplifies accounting for convertible instruments and the diluted earnings per share calculation [113]. - Management does not believe that any recently issued accounting standards will have a material effect on the condensed financial statements [114]. - As of June 30, 2023, the company's disclosure controls and procedures were evaluated as effective by the Certifying Officers [116]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the internal control [118].