EX-99.1 2 fld-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

img160846407_0.jpg

Fold Holdings, Inc. (NASDAQ: FLD)

Announces Second Quarter 2025 Results

 

Revenue: $8.2 million, 59% YoY increase

Net Income: $13.4 million

New accounts up over 233% YoY and transaction volumes up 124% YoY

Successfully secured $250 million equity purchase facility 1

Bitcoin Investment Treasury Holdings: 1,492 BTC

 

 

PHOENIX – August 12, 2025

 

Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”), the first publicly traded bitcoin financial services company, today announced financial results for the second quarter ended June 30, 2025.

 

Financial Highlights

●
Revenue: $8.2 million; 59% YoY increase
●
Net Income: $13.4 million
●
Adjusted EBITDA2 (Loss): ($4.7) million
●
Earnings Per Share: $0.28 per share
●
Adjusted EBITDA (Loss) Per Share2: ($0.10) per share
●
Bitcoin Investment Treasury Holdings: 1,492 Bitcoin; $160 million value as of 6/30/2025

 

Key Operating Metricse

●
Total Transaction Volume: $265 million; 124% YoY increase
●
Total Active Accounts: 615,000+, added +10,000 new accounts in the quarter
●
Total Verified Accounts: 80,000+, added +3,000 new verified accounts in the quarter

 

CEO Commentary
 

"We are pleased to report another strong quarter, with revenues for the second quarter increasing by 59% versus a year ago, while core KPIs such as Active Accounts and Transaction Volumes continued to expand", said Fold Chairman and CEO, Will Reeves. "Building on our successful public listing and the momentum from our first quarter, we have continued to execute on our strategic initiatives and deliver meaningful progress in the second quarter of 2025."

 

 

Mr. Reeves continued, "We made substantial progress across our key growth initiatives during the quarter. The Fold Credit Card continues to generate significant consumer interest, with our waitlist now exceeding 75,000 people as we work toward our planned launch later this year. Our Bitcoin Gift Card successfully launched in the quarter and continues to gain traction. The card is now available through prominent online partners such as giftcards.com, with an eventual goal of being ubiquitous across the entire US retail footprint, including brick and mortar retail locations. With a broad market presence, we believe our card will capture a material portion of the billions of dollars Americans spend annually on gift cards and become a substantial new avenue for bitcoin ownership. In our Custody and Trading business, we launched Bitcoin Sends this quarter which allows users to send and receive bitcoin directly with any wallet address. We are also assessing many new opportunities that are natural extensions to our existing services."

Reeves concluded, "Our Bitcoin Investment Treasury currently stands at nearly 1,500 BTC, representing nearly $180 million in value as of August 12, 2025. Our treasury strategy reached a significant milestone in the second quarter with the successful establishment of a $250 million equity purchase facility. This facility allows Fold to continue to expand our Bitcoin holdings, reinforces our commitment to Bitcoin as a core treasury asset, and allows Fold to be opportunistic in building our Bitcoin position while maintaining operational flexibility. At Fold, we remain steadfast believers in Bitcoin and view a robust treasury strategy as fundamental to creating shareholder value. As we progress through 2025, we plan to leverage this enhanced financial capacity to strengthen our Bitcoin holdings while continuing to execute on our growth initiatives."

Strategic & Business Updates:

●
Fold Credit Card (announced in February 2025)
o
Over 75,000 applicants on the waitlist
o
2% unlimited rewards card
o
Expected in late 2025
●
Fold Bitcoin Gift Card (announced May 2025)
o
New distribution channel for bitcoin financial services
o
Available through foldapp.com and select retailers today
o
Plans for broad distribution through an expansive sales network across the US
o
Mass market customer acquisition strategy
●
Custody and Trading Expansion
o
Launched Bitcoin Sends this quarter
o
Opening exchange to an expanded user base
o
Expanding coverage to users in additional states
o
Enhanced funding options and larger order acceptance including wires
●
New Opportunities
o
Evaluating several new opportunities in the broader personal finance space
●
Bitcoin Investment Treasury
o
Currently hold 1,492 Bitcoin with a value of $160 million as of June 30, 2025

 

 

Earnings Call and Webcast Information:


Fold will host a conference call at 5:00 p.m. Eastern Time today, which will include a brief discussion of results followed by a question-and-answer period. To participate in this event, please log on or dial in approximately 5 minutes before the beginning of the call.

Date: August 12, 2025

Time: 5:00 p.m. ET

Participant Call Links:

●
Live Webcast: Link
●
Dial-in Registration Link: Link

A replay of the call will be archived at https://investor.foldapp.com

 

Footnotes

1 In June 2025, the Company entered into an agreement for a $250 million equity purchase facility (“Facility”). Pursuant to the Facility, the Company, in its sole discretion, has the right, but not the obligation, to issue and sell up to $250 million in newly issued shares of the Company’s Common Stock, subject to certain conditions. The Company expects that any proceeds received by it from the Facility will be used for, without limitation, purchasing additional bitcoin for the Company’s corporate treasury, working capital and general corporate purposes.

2 Adjusted EBITDA and Adjust EBITDA Per Share are financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) (a “Non-GAAP Financial Measure”). Please see “Non-GAAP Financial Measures” at the end of this press release.

 

About Fold:


Fold (NASDAQ: FLD) is the first publicly traded Bitcoin financial services company, making it easy for individuals and businesses to earn, save, and use Bitcoin. With 1,492 BTC in its bitcoin investment treasury, Fold is at the forefront of integrating Bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Card, Fold Credit Card, and Fold Bitcoin Gift Card, the company is building the bridge between traditional finance and the Bitcoin-powered future.

 

Forward-Looking Statements:


The information in this press release includes “forward-looking statements” within the meaning of the federal securities laws with respect to the anticipated benefits of the business combination. Forward-looking statements may be identified by the use of words such as “may,” “could,” “would,” “should,” “predict,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include the potential benefits of the new ELOC, Fold’s treasury strategy and the potential success of Fold’s market, product and growth strategies. These statements are based on assumptions and on the current expectations of Fold’s management and are not predictions of actual performance. Many actual events and circumstances are beyond the control of Fold. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the failure to realize the anticipated benefits of the business combination; (iii) the effect of the consummation of the business combination on Fold’s business relationships, performance, and business generally; (iv) the ability to implement business plans and other

 

 

expectations after the completion of the business combination, and identify and realize additional opportunities; (v) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which Fold operates; (vi) the ability of Fold to gain full access to the ELOC, which is dependent on Fold’s ability to obtain stockholder approval and to satisfy the other conditions provided in the ELOC and which can be limited because the investor in the ELOC can refuse to invest to the extent the investment would result in the investor holding more than 9.99% of our shares of common stock; and (vii) those factors discussed in Fold’s filings with the Securities and Exchange Commission. If any of these risks materialize or Fold’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While Fold may elect to update these forward-looking statements at some point in the future, Fold specifically disclaims any obligation to do so, except as required by law.

 

 

Fold Holdings, Inc. Condensed Balance Sheets (Unaudited)

 

 

June 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,609,719

 

 

$

18,330,359

 

Accounts receivable, net

 

 

697,560

 

 

 

451,455

 

Inventories

 

 

330,302

 

 

 

262,813

 

Digital assets - rewards treasury

 

 

9,369,298

 

 

 

8,569,651

 

Prepaid expenses and other current assets

 

 

3,644,514

 

 

 

687,100

 

Total current assets

 

 

20,651,393

 

 

 

28,301,378

 

Digital assets - investment treasury

 

 

159,861,386

 

 

 

93,568,700

 

Capitalized software development costs, net

 

 

1,236,977

 

 

 

1,000,065

 

Deferred transaction costs

 

 

-

 

 

 

2,784,893

 

Other Non-current Assets

 

 

353,250

 

 

 

-

 

Total assets

 

$

182,103,006

 

 

$

125,655,036

 

 

 

 

 

 

 

 

Liabilities and stockholders' equity (deficit)

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

1,308,838

 

 

$

1,113,552

 

Accrued expenses and other current liabilities

 

 

1,922,347

 

 

 

71,858

 

December 2024 convertible note, net

 

 

-

 

 

 

11,752,905.00

 

Customer rewards liability

 

 

9,369,298

 

 

 

8,569,651

 

Deferred revenue

 

 

290,517

 

 

 

387,776

 

Total current liabilities

 

 

12,891,000

 

 

 

21,895,742

 

Deferred revenue, long-term

 

 

451,793

 

 

 

487,690

 

June 2025 convertible note, net

 

 

21,818,603

 

 

 

-

 

March 2025 convertible note - related party

 

 

58,123,251

 

 

 

-

 

Simple Agreements for Future Equity (“SAFEs”)

 

 

-

 

 

 

171,080,533

 

Other Non-current Liabilities

 

 

293,114

 

 

 

-

 

Total liabilities

 

 

93,577,761

 

 

 

193,463,965

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

Stockholders’ equity (deficit)

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2025 and 10,204,880 shares issued and outstanding at December 31, 2024

 

 

-

 

 

 

1,020

 

Common stock, $0.0001 par value; 600,000,000 shares authorized, 47,066,769 shares issued and 46,571,343 shares outstanding at June 30, 2025 and 5,836,882 shares issued and outstanding at December 31, 2024

 

 

4,658

 

 

 

584

 

Additional paid-in-capital

 

 

225,322,741

 

 

 

33,537,989

 

Accumulated deficit

 

 

(136,802,154

)

 

 

(101,348,522

)

Total stockholders’ equity (deficit)

 

 

88,525,245

 

 

 

(67,808,929

)

Total liabilities and stockholders’ equity

 

$

182,103,006

 

 

$

125,655,036

 

 

 

 

 

 

 

 

 

 

 

Fold Holdings, Inc. Condensed Statements of Operations (Unaudited)

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues, net

 

$

8,175,926

 

 

$

5,138,624

 

 

$

15,263,763

 

 

$

10,069,835

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Banking and payment costs

 

 

7,682,621

 

 

 

4,817,736

 

 

 

14,441,545

 

 

 

9,444,484

 

Custody and trading costs

 

 

142,811

 

 

 

28,498

 

 

 

188,596

 

 

 

49,786

 

Compensation and benefits

 

 

3,676,657

 

 

 

849,280

 

 

 

10,134,597

 

 

 

1,606,645

 

Marketing expenses

 

 

620,923

 

 

 

38,335

 

 

 

1,020,721

 

 

 

80,802

 

Professional fees

 

 

1,270,345

 

 

 

238,862

 

 

 

3,058,850

 

 

 

275,530

 

Amortization expense

 

 

106,837

 

 

 

62,392

 

 

 

197,908

 

 

 

119,745

 

(Gain) loss on customer rewards liability

 

 

2,071,505

 

 

 

(1,004,851

)

 

 

970,648

 

 

 

2,418,194

 

(Gain) loss on digital assets - rewards treasury

 

 

(2,334,677

)

 

 

950,744

 

 

 

(1,324,091

)

 

 

(2,541,145

)

Other selling, general and administrative expenses

 

 

1,264,422

 

 

 

346,608

 

 

 

2,400,876

 

 

 

659,502

 

Total operating expenses

 

 

14,501,444

 

 

 

6,327,604

 

 

 

31,089,650

 

 

 

12,113,543

 

Operating loss

 

 

(6,325,518

)

 

 

(1,188,980

)

 

 

(15,825,887

)

 

 

(2,043,708

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on digital assets - investment treasury

 

 

36,582,224

 

 

 

(1,106,080

)

 

 

20,965,072

 

 

 

(1,106,080

)

Change in fair value of SAFEs

 

 

-

 

 

 

(36,940

)

 

 

(6,503,113

)

 

 

(132,004

)

Change in fair value of convertible note

 

 

(5,309,608

)

 

 

-

 

 

 

(11,843,751

)

 

 

-

 

Convertible note issuance costs and fees

 

 

-

 

 

 

-

 

 

 

(9,569,109

)

 

 

-

 

Loss on extinguishment of debt

 

 

(9,612,199

)

 

 

-

 

 

 

(9,612,199

)

 

 

-

 

Interest expense

 

 

(1,974,849

)

 

 

-

 

 

 

(3,246,487

)

 

 

-

 

Other income

 

 

66,398

 

 

 

12,312

 

 

 

186,701

 

 

 

25,167

 

Other income (expense), net

 

 

19,751,966

 

 

 

(1,130,708

)

 

 

(19,622,886

)

 

 

(1,212,917

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) before income taxes

 

 

13,426,448

 

 

 

(2,319,688

)

 

 

(35,448,773

)

 

 

(3,256,625

)

Income tax expense (benefit)

 

 

881

 

 

 

(241

)

 

 

4,859

 

 

 

7,868

 

Net income (loss)

 

$

13,425,567

 

 

$

(2,319,447

)

 

$

(35,453,632

)

 

$

(3,264,493

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

13,425,567

 

 

$

(2,319,447

)

 

$

(35,453,632

)

 

$

(3,264,493

)

Diluted

 

$

13,425,567

 

 

$

(2,319,447

)

 

$

(35,453,632

)

 

$

(3,264,493

)

Net income (loss) per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.29

 

 

$

(0.40

)

 

$

(0.98

)

 

$

(0.56

)

Diluted

 

$

0.28

 

 

$

(0.40

)

 

$

(0.98

)

 

$

(0.56

)

Weighted-average shares used to compute net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

46,503,358

 

 

 

5,836,882

 

 

 

36,062,784

 

 

 

5,836,882

 

Diluted

 

 

47,561,116

 

 

 

5,836,882

 

 

 

36,062,784

 

 

 

5,836,882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fold Holdings, Inc. Condensed Statements of Cash Flows (Unaudited)

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(35,453,632

)

 

$

(3,264,493

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Amortization expense

 

 

197,908

 

 

 

119,745

 

Gain on digital assets - rewards treasury

 

 

(1,324,091

)

 

 

(2,541,145

)

(Gain) loss on digital assets - investment treasury

 

 

(20,965,072

)

 

 

1,106,080

 

Loss on customer rewards liability

 

 

970,648

 

 

 

2,418,194

 

Change in fair value of convertible note

 

 

11,843,751

 

 

 

-

 

Convertible note issuance costs and fees

 

 

9,569,109

 

 

 

-

 

Loss on extinguishment of debt

 

 

9,612,199

 

 

 

-

 

Amortization of debt issuance costs

 

 

112,187

 

 

 

-

 

Amortization of debt discount and premium

 

 

953,404

 

 

 

-

 

Change in fair value of SAFEs

 

 

6,503,113

 

 

 

132,004

 

Share-based compensation expense

 

 

6,895,480

 

 

 

-

 

Increase (decrease) in cash resulting from changes in:

 

 

 

 

 

 

Accounts receivable, net

 

 

(246,105

)

 

 

(72,989

)

Inventories

 

 

(67,489

)

 

 

(58,066

)

Prepaid expenses and other current assets

 

 

(603,030

)

 

 

66,619

 

Accounts payable

 

 

195,286

 

 

 

191,640

 

Accrued expenses and other current liabilities

 

 

1,376,866

 

 

 

(4,167

)

Customer reward liability

 

 

1,318,429

 

 

 

933,352

 

Deferred revenue

 

 

(133,156

)

 

 

(240,558

)

Other Non-current Liabilities

 

 

293,114

 

 

 

-

 

Net cash used in operating activities

 

 

(8,951,081

)

 

 

(1,213,784

)

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Purchases of digital assets

 

 

(2,374,030

)

 

 

(821,743

)

Proceeds from sales of digital assets

 

 

-

 

 

 

-

 

Payments for capitalized software development costs

 

 

(434,820

)

 

 

(304,516

)

Net cash used in investing activities

 

 

(2,808,850

)

 

 

(1,126,259

)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from recapitalization

 

 

804,624

 

 

 

-

 

Payments of deferred IPO costs

 

 

(652,013

)

 

 

-

 

Proceeds received from SAFE financings

 

 

-

 

 

 

3,000,000

 

Payment of debt issuance costs

 

 

(113,320

)

 

 

-

 

Net cash provided by financing activities

 

 

39,291

 

 

 

3,000,000

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

 

(11,720,640

)

 

 

659,957

 

Cash and cash equivalents, beginning of period

 

 

18,330,359

 

 

 

1,491,544

 

Cash and cash equivalents, end of period

 

$

6,609,719

 

 

$

2,151,501

 

 

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

Proceeds from SAFE financings received in digital assets

 

$

-

 

 

$

50,000,000

 

Non-cash payment of interest with common stock

 

 

646,667

 

 

 

-

 

Distributions of digital assets to fulfill customer reward redemptions

 

 

1,489,430

 

 

 

2,096,889

 

Distributions of digital assets to satisfy other current obligations

 

 

46,955

 

 

 

-

 

Recapitalization

 

 

173,019,904

 

 

 

-

 

Proceeds from convertible debt received in digital assets - related party

 

 

43,965,525

 

 

 

-

 

Change in fair value of Series C Warrants included in loss on extinguishment

 

 

498,771

 

 

 

-

 

Distributions of digital assets for prepaid interest - related party

 

 

2,313,975

 

 

 

-

 

 

 

 

Non-GAAP Financial Measures

Adjusted EBITDA

 

In addition to net loss and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) to monitor the financial health of our business. Adjusted EBITDA is defined as net loss, excluding (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) share-based compensation, (v) remeasurement gains and losses such as fair value remeasurements on our digital assets, convertible notes, and SAFE notes, and (vi) impairments, restructuring charges, and business acquisition- or disposition-related expenses that we believe are not indicative of our core operating results. This non-GAAP financial information has limitations as an analytical tool when assessing our operating performance, is presented for supplemental informational purposes only, should not be considered in isolation or as a substitute for, or superior to, financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.

 

The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and/or render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of core operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

 

The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net loss:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income (loss)

 

$

13,425,567

 

 

$

(2,319,447

)

 

$

(35,453,632

)

 

$

(3,264,493

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

1,974,849

 

 

 

-

 

 

 

3,246,487

 

 

 

-

 

Income tax expense (benefit)

 

 

881

 

 

 

(241

)

 

 

4,859

 

 

 

7,868

 

Amortization expense

 

 

106,837

 

 

 

62,392

 

 

 

197,908

 

 

 

119,745

 

Share-based compensation expense

 

 

1,725,205

 

 

 

 

 

 

6,895,480

 

 

 

-

 

(Gain) loss on customer rewards liability

 

 

2,071,505

 

 

 

(1,004,851

)

 

 

970,648

 

 

 

2,418,194

 

(Gain) loss on digital assets - rewards treasury

 

 

(2,334,677

)

 

 

950,744

 

 

 

(1,324,091

)

 

 

(2,541,145

)

Gain (loss) on digital assets - investment treasury

 

 

(36,582,224

)

 

 

1,106,080

 

 

 

(20,965,072

)

 

 

1,106,080

 

Change in fair value of SAFEs

 

 

-

 

 

 

36,940

 

 

 

6,503,113

 

 

 

132,004

 

Change in fair value of convertible note

 

 

5,309,608

 

 

 

-

 

 

 

11,843,751

 

 

 

-

 

Convertible note issuance costs and fees

 

 

-

 

 

 

-

 

 

 

9,569,109

 

 

 

-

 

Loss on extinguishment of debt

 

 

9,612,199

 

 

 

-

 

 

 

9,612,199

 

 

 

-

 

Adjusted EBITDA

 

$

(4,690,250

)

 

$

(1,168,383

)

 

$

(8,899,241

)

 

$

(2,021,747

)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Adjusted EBITDA (Loss)

 

$

(4,690,250

)

 

$

(1,168,383

)

 

$

(8,899,241

)

 

$

(2,021,747

)

Weighted-average shares used to compute basic and diluted net loss per share

 

 

46,503,358

 

 

 

5,836,882

 

 

 

36,062,784

 

 

 

5,836,882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (Loss) per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.10

)

 

$

(0.20

)

 

$

(0.25

)

 

$

(0.35

)

 

 

 

 

For investor and media inquiries, please contact:

 

Investor Relations:
Orange Group

Samir Jain, CFA

FoldIR@orangegroupadvisors.com

 

Media:

Elev8 New Media

Jessica Starman, MBA

Media@foldapp.com