Financial Performance - Revenues for the three months ended September 30, 2025, increased by $2,157,050, or 41%, to $7,398,939 compared to $5,241,889 in 2024[236]. - Banking and payment revenues rose by 35% from $5,211,630 in 2024 to $7,054,190 in 2025, driven by a 39% increase in net revenues from merchant offers[237][238]. - Custody and trading revenues increased from a nominal amount in 2024 to $346,478 in 2025, with expectations for significant growth in the future[240]. - 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 $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]. Operating Expenses - Total operating expenses for the three months ended September 30, 2025, were $13,339,257, an increase of $3,928,209, or 42%, compared to 2024[236]. - Compensation and benefits expenses surged by 408% to $3,728,954 in 2025, influenced by an increase in employee headcount from 22 to 39[246][247]. - Marketing expenses increased by 71% to $237,625 in 2025, reflecting a strategic focus on growth partnerships and product launches[248]. - Professional fees decreased by 59% to $1,294,394 in 2025, primarily due to reduced costs associated with the transition to a public company[249]. - 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]. - Compensation and benefits expenses skyrocketed by 492% to $13.9 million in 2025, largely due to an increase in headcount and share-based compensation[268]. - Marketing expenses increased from $0.2 million in 2024 to $1.3 million in 2025, reflecting the company's strategy to accelerate growth through enhanced marketing efforts[269]. Cash Flow and Financial Position - 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]. - The company reported net operating losses of $5.9 million for the three months ended September 30, 2025 and $21.8 million for the nine months ended September 30, 2025[286]. - For the nine months ended September 30, 2025, cash used in operating activities 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]. - The company raised $3.48 million from the issuance of shares of Common Stock through an equity purchase facility as of September 30, 2025[290]. - The company anticipates that existing cash, accounts receivable, and financing available will be sufficient to fund operations for the next year[291]. Bitcoin Holdings and Treasury Management - 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 company held 1,494 bitcoin in its Investment Treasury, valued at $170.4 million[287]. - The Fold Bitcoin Gift Card was launched in May 2025, allowing customers to purchase USD-denominated gift cards and redeem them for bitcoin[186]. - Fold's Investment Treasury strategy includes holding bitcoin as a long-term strategic investment, with plans to continue accumulating bitcoin over time[184]. - As of September 30, 2025, the Rewards Treasury held $9.3 million and the Investment Treasury held $170.4 million, totaling $179.7 million in bitcoin treasury[197]. Product and Service Development - 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 enhance user engagement and attract new customers through the introduction of new products and expansion of existing offerings[190]. - The Fold Credit Card, announced in September 2025, will offer premium customers unlimited 2% bitcoin rewards and is expected to drive new user acquisition[188]. - Fold+ subscription offers users reduced or no fees on eligible products, costing $100/year or $10/month[203]. - The company plans to expand its custody and trading platform, enhancing user experience and geographic reach, which is expected to drive future revenue growth[262]. Revenue Recognition and Sources - 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]. - Transaction fees vary based on membership tier and transaction type, including instant transfer and international transaction fees[211]. - The company recognizes gross revenues and costs for gift card transactions, with revenue typically higher during major shopping periods[211]. Market and Economic Factors - 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 monetary policy significantly influence bitcoin's market dynamics and the company's business[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 operational 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 attributable to common stockholders 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 attributable to common stockholders for the nine months ended September 30, 2025, was $(0.33), compared to $(1.07) for the same period in 2024[24] Customer Growth and Engagement - The company added 7,500 new active accounts in the quarter, bringing the total to over 625,000[3] - 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] Financial 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] - 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] Investment and Assets - 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 increase in customer reward liability, with a gain of $1,477,444 for the nine months ended September 30, 2025, compared to $2,344,103 in 2024[19] Operating Expenses - 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] - Weighted-average shares used to compute net income (loss) per share for the three months ended September 30, 2025, were 46,911,561, compared to 5,836,882 in 2024[18] - Weighted-average shares used to compute basic and diluted net loss per share for the three months ended September 30, 2025, was 46,911,561, compared to 5,836,882 for the same period 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. | Delaware | 86-2170416 | | --- | --- | | ( State or other jurisdiction of | (I.R. ...

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 loss for the quarter was $4.7 million, with an adjusted EBITDA loss per share of $0.10[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 a loss of $4,690,250, compared to a loss of $1,168,383 for the same period in 2024[20] - The company reported a basic net income per share of $0.29 for the three months ended June 30, 2025, compared to a loss of $0.40 per share for the same period in 2024[14] - The company incurred a loss on extinguishment of debt amounting to $9,612,199 during the six months ended June 30, 2025[20] - The company reported a net cash used in operating activities of $8,951,081 for the six months ended June 30, 2025, compared to $1,213,784 for the same period in 2024, indicating increased cash outflow[16] Growth Metrics - Total transaction volume increased by 124% year-over-year, reaching $265 million[4] - Active accounts grew to over 615,000, with an addition of 10,000 new accounts in the quarter[4] Investments and Assets - 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 company experienced a gain on digital assets - investment treasury of $36,582,224 for the three months ended June 30, 2025, compared to a loss of $1,106,080 for the same period in 2024[20] Product Development - 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] Strategic Initiatives - The company is evaluating new opportunities in the broader personal finance space[6] Operating 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] Cash Position - 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, reflecting a decrease of 64.0%[16] - The weighted-average shares used to compute basic net loss per share were 46,503,358 for the three months ended June 30, 2025, compared to 5,836,882 for the same period in 2024[20]

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 | ...

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 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 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]. - Users can purchase bitcoin through various methods, including spot buys, recurring trades, and direct deposits, enhancing user engagement[48]. - The "Auto Stack" feature allows users to automatically purchase bitcoin 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]. - The company has strategic partnerships with third-party service providers like Marqeta, enhancing its card-issuing capabilities[72]. - Fold's rewards program allows users to earn bitcoin through various activities, increasing user retention and engagement[51]. - The company has established an extensive partnership network with various merchants to provide a wide range of offers, optimizing its offers network regularly[77]. Bitcoin Accumulation and Management - Fold actively invests in and accumulates bitcoin for its treasury, believing it offers long-term value preservation compared to traditional fiat currencies[30]. - 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 monitors its Rewards Treasury daily to ensure it maintains sufficient bitcoin reserves to meet customer rewards obligations[39]. - As of December 31, 2024, 99% of the company's proprietary Bitcoin was held at BitGo, with 99% of that in multi-signature cold storage wallets[179]. - Customer Bitcoin holdings as of December 31, 2024: 1% at Fortress, 22% directly at BitGo, and 77% in a sub-custodial arrangement with Fortress[181]. - Approximately 95% of customer Bitcoin is retained in multi-signature cold storage wallets at any given time[192]. - BitGo carries a $250 million umbrella insurance policy for the digital assets it custodies, but this does not guarantee reimbursement for losses[194]. - Approximately 90% of Bitcoin held at Fortress and BitGo is stored in omnibus cold storage wallets, enhancing security[183]. - The company has approximately $102.1 million of Bitcoin in its Treasury accounts as of December 31, 2024[211]. Regulatory Environment and Compliance - Fold's business model is subject to regulatory scrutiny, particularly regarding the classification of bitcoin and its related products[23]. - The company is subject to extensive and evolving regulatory requirements, which could adversely affect its business and financial condition if not complied with[137]. - The company faces significant risks related to the volatility of Bitcoin, which can lead to fluctuating operating results[133]. - The company is actively monitoring changes in the regulatory landscape, particularly following the failures of several prominent crypto trading venues in 2022[138]. - The company may face increased regulatory scrutiny and costs due to potential investigations by U.S. federal and state regulators and foreign regulators[141]. - Recent scrutiny of bank partnerships may constrain operations, with potential prohibitions on partnering with certain banks due to regulatory changes[142]. - The company is subject to audits and examinations by partner banks, which may impose additional regulatory requirements affecting business operations[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]. - Changes in card network rules could lead to increased operational costs or limit service offerings, adversely affecting financial condition[146]. - Compliance with international laws and regulations will increase as the company expands its international activities, potentially leading to additional scrutiny and enforcement actions[155]. - The complexity of regulatory environments may result in overlapping investigations and legal proceedings, adversely affecting the company's reputation and financial condition[159]. - The SEC's position on Bitcoin as a "security" remains uncertain, which could lead to regulatory scrutiny and impact the company's operations and financial results[163]. - The company may face penalties or sanctions if it fails to comply with registration requirements for products deemed as securities[169]. Market Strategy and Growth - The company aims to expand its market presence by integrating bitcoin into traditional financial services, serving as a key entry point for consumers[29]. - The company has a strategic focus on developing new and innovative products to address the evolving market for payments and financial services[23]. - Fold's growth strategy includes expanding relationships with existing and new rewards partners to reach new audiences and drive further adoption[94]. - The company plans to pursue strategic acquisitions that enhance its scale and enable entry into new verticals[98]. - The company is committed to attracting and retaining talent through competitive compensation, benefits, and a robust training and development curriculum[123]. - The company recognizes the significant opportunity for global expansion outside the United States to tap into new markets and increase its addressable market[97]. - The company is focused on developing new products and services to address the rapidly evolving market for payments and financial services, which requires substantial investment and innovation[214]. - The company's success relies on developing new technologies and adapting to industry changes, particularly in generative AI, which has seen increased enterprise adoption[216]. Operational Challenges and Risks - 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]. - The company must continuously innovate to keep pace with rapidly evolving market demands and technological advancements[152]. - The company must accurately predict and respond to industry developments to avoid significant impairment to its business[217]. - The company may face operational difficulties if it fails to effectively manage growth and scaling back initiatives, which could adversely affect its business and financial condition[202]. - Significant disruptions in products, services, or information technology systems could result in loss of customers and adversely affect the company's reputation and financial condition[174]. - The company is continually improving its information systems, but failures in implementation could negatively impact business operations and financial results[177]. - The company expects to incur substantial costs to develop and upgrade its technical infrastructure to meet evolving industry needs[162]. - The company must continue to innovate and expand its product offerings to retain and attract customers in a competitive market[195]. - The company is dependent on third-party partners for safeguarding customer cash and Bitcoin, which poses risks if those partners fail to maintain necessary controls[182]. - Any material failure in managing customer Bitcoin could lead to reputational harm, regulatory actions, and significant financial losses[184]. - The company faces risks related to the insolvency of Bitcoin Service Providers, which could affect customer access to their Bitcoin[185]. - The company has experienced significant growth in employee headcount and customer growth, but also faced challenges in scaling back operations due to changing economic conditions[199]. - The company’s net revenue has significantly grown since its formation in 2019, but there is no assurance that this growth will continue in future periods[205]. - The company’s ability to accurately forecast customer demand for Bitcoin and manage Bitcoin balances is critical for fulfilling customer rewards and maintaining financial stability[210]. - The company’s strategy includes significant expenditures for growth initiatives, but there is uncertainty regarding the corresponding revenue growth from these investments[201]. - The company may face challenges in integrating its services with various operating systems and app marketplaces, which could adversely affect product usage[203]. - The company’s brand and reputation are key assets, and any negative publicity or operational failures could harm customer confidence and engagement[213]. - Continuous modification and enhancement of products and services is necessary to keep pace with technological changes and ensure compatibility with third-party infrastructures[217]. - Failure to provide enhancements or new features could materially and adversely affect the business[216].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ 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 FTAC EMERALD ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |---------------------------- ...

Financial Performance - As of June 30, 2024, the company reported a net loss of $223,807, with general and administrative expenses of $626,004 and interest income of $664,259 [123]. - 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 [124]. - The company has not generated any operating revenues to date and only earns non-operating income from interest on marketable securities held in the Trust Account [122]. 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 [134]. - As of June 30, 2024, the company had a working capital deficit of $5,365,129 [132]. - The company entered into a subscription agreement with Polar Multi-Strategy Master Fund for a capital contribution of up to $550,000 to cover working capital requirements [136]. - As of June 30, 2024, the Company withdrew $337,010 from the Trust Account to pay franchise and income taxes [139]. Public Offering and Costs - The company generated gross proceeds of $220,000,000 from its Public Offering of 22,000,000 units on December 20, 2021 [128]. - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees [130]. - The underwriter earned a cash underwriting discount of $4,973,868 from the Public Offering and an additional deferred underwriting discount of $8,704,270 [148]. - The advisory fee for financial advisory services related to the Business Combination is set at 0.525% of the proceeds of the Public Offering [150]. Business Combination and Extensions - 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 [117]. - On January 19, 2024, stockholders approved a further extension to December 20, 2024, with 10,872,266 shares redeemed for approximately $115,489,643 [120]. - The Company has until December 20, 2024, to consummate a Business Combination, after which mandatory liquidation will occur if not completed [142]. Shareholder Information - As of June 30, 2024, 4,757,884 shares of Class A common stock are presented at redemption value as temporary equity [152]. Financial Obligations - The Company has no off-balance sheet financing arrangements as of June 30, 2024 [143]. - The Company has not entered into any long-term debt obligations or capital lease obligations [144]. Administrative Expenses - The Company incurred $180,000 for administrative support services for the six months ended June 30, 2024 [145]. Internal Controls - There were no changes in internal control over financial reporting during the most recent fiscal quarter [158].