Fold Holdings (NASDAQ: FLD) registers 9.28M common shares in supplement
Rhea-AI Filing Summary
Fold Holdings, Inc. is offering up to 9,282,287 shares of Common Stock pursuant to a prospectus supplement dated March 17, 2026. This supplement updates the August 11, 2025 prospectus and attaches the Company’s Form 8-K filed March 17, 2026.
The filing also furnishes Fold’s fourth-quarter and full-year 2025 results: revenue of $31.8 million (a 34% year-over-year increase), $960 million total transaction volume (a 46% increase), and a net loss of $69.6 million for 2025. The supplement notes a limited launch of the Fold Bitcoin Rewards Credit Card and the Fold For Business enterprise service, and discloses that the company retired convertible notes and reports treasury bitcoin balances.
Positive
- None.
Negative
- None.
Insights
Revenue and volume growth are notable, but losses are large.
Fold reported $31.8 million in 2025 revenue, a 34% YoY increase, and $960 million in transaction volume, up 46%. These operating metrics suggest accelerating top-line activity tied to product rollouts.
However, the company reported a $69.6 million net loss driven by remeasurements, SAFE/convertible impacts, and operating expenses. Future profitability depends on scaling the credit-card rollout and enterprise contracts; timing and funding needs are key variables that future filings must clarify.
Registration for up to 9.28M shares is an equity-capital action; timing and proceeds treatment matter.
The prospectus supplement registers up to 9,282,287 shares of Common Stock and attaches the March 17, 2026 Form 8-K. The filing updates the S-1 registration statement and supplements the prospectus terms.
Cash‑flow treatment and exact offering mechanics (primary vs. resale, prospectus pricing, or use of proceeds) are not detailed in the excerpt; subsequent prospectus pages or filings will state whether proceeds accrue to the issuer or selling holders.
Filed pursuant to Rule 424(b)(3)
Registration No. 333-288623
PROSPECTUS SUPPLEMENT NO. 11
(to Prospectus dated August 11, 2025)
Fold Holdings, Inc.
Up to 9,282,287 Shares of Common Stock
This prospectus supplement updates, amends and supplements the prospectus dated August 11, 2025 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-288623). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the symbols “FLD” and “FLDDW,” respectively. The last reported sales price of our Common Stock and Warrants on the Nasdaq Stock Market LLC on March 16, 2026 were $1.24 per share of Common Stock and $0.13 per Warrant.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus and other risk factors contained in the documents incorporated by reference therein, to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is March 17, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2026
Fold Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-41168 |
|
86-2170416 |
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
- 1 -
2942 North 24th Street, Suite 115, #42035 |
|
85016 |
(Address of principal executive offices) |
|
(Zip Code) |
(866) 365-3277
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common stock, par value $0.0001 per share |
|
FLD |
|
Nasdaq Capital Market |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
|
FLDDW |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On March 17, 2025, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the fiscal year and fourth quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference.
Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated herein by reference.
- 2 -
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
99.1 |
|
Press Release of Fold Holdings, Inc., dated March 17, 2026. |
104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Fold Holdings, Inc. |
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|
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Date: March 17, 2026 |
By: |
/s/ Will Reeves |
|
Name: |
Will Reeves |
|
Title: |
Chief Executive Officer |
Fold Holdings, Inc. (NASDAQ: FLD)
Announces Fourth Quarter and Full Year 2025 Results
2025 Revenue: $31.8 million, 34% YoY increase
2025 Transaction Volumes of $960 million, 46% YoY increase
Launch of Fold Bitcoin Credit Card and Enterprise Services
Retired convertible notes, Streamlined capital for growth
PHOENIX – March 17, 2026
Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”, “we”, or “our”), the first publicly traded bitcoin financial services company, today announced financial results for the fourth quarter and full year ended December 31, 2025.
FY 2025 Financial Highlights
FY 2025 Key Operating Metrics
- 3 -
Q4 2025 Financial Highlights
Q4 2025 Key Operating Metrics
CEO Commentary
“We closed our first full year as a public company with strong execution against the goals we set coming into 2025,” said Fold Chairman and CEO Will Reeves. “In the fourth quarter, revenue was $9.1 million, up 8.2% year-over-year, and for full year 2025 revenue was $31.8 million, up 34% year-over-year. We continued to add customers and expand our platform while building the foundation to scale a Bitcoin-native financial services ecosystem across multiple interconnected product lines.”
Mr. Reeves continued, “The most important milestone reached since we last spoke was the launch of the Fold Bitcoin Rewards Credit Card, which began last week with a select launch of the card. The internal team members who worked so hard to bring the card to life were the first to be underwritten and receive their credit lines. This is expected to be followed by a rollout to the loyal customers and fans at the top of our waitlist in the near future. The credit card is a product we believe can have a significant impact on Fold. The card offers up to 4% back on purchases with no categories, and up to 10% back through our rewards network across leading brands, and it is powered by industry leaders Visa and Stripe. More than a new product, it should meaningfully expand our addressable market and strengthen the ecosystem by increasing share of wallet, improving unit economics, and accelerating cross-sell across debit, credit, merchant rewards, exchange, and gift cards.”
“Our second major product milestone this quarter was the launch of Fold for Business, an entirely new enterprise service. Partnered with Fold, companies can now include Bitcoin into payroll, bonuses, and corporate financial programs. We’ve already seen the power of our first product in this line, the Bitcoin Bonus Program, through our flagship partnership with Steak ‘n Shake, in which their thousands of employees can receive Bitcoin bonuses powered by Fold. We look to initiate many more partnerships through the year.”
He added, “We strengthened our capital structure by eliminating and extinguishing our two outstanding convertible debt instruments. This simplifies the balance sheet, removes structural overhang, and directs financing solely to the growth of our operating businesses. Importantly, it’s a clear directive that Fold’s focus is on supporting and expanding our operations and that the company is not a digital asset treasury vehicle. Fold has a collection of innovative products servicing a market which is growing at an extraordinary speed. We believe maximizing this opportunity will create far more value for our shareholders than simply stacking bitcoin.”
Mr. Reeves concluded, “With the credit card now live, the launch of an enterprise product, and a cleaner capital structure in place, 2026 is about scaling what we’ve built across customer acquisition, engagement, cross-sell, and retention. We’re confident in our direction, focused on execution, and excited for the year ahead.”
Strategic & Business Updates:
- 4 -
2026 Full Year Outlook
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: March 17, 2026
Time: 5:00 p.m. ET
Participant Call Links:
- 5 -
Footnotes
1 Fold’s Bitcoin Investment Treasury is 827 BTC as of March 17, 2026, and was 1,527 BTC as of December 31, 2025.
2 Adjusted EBITDA and Adjusted 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. Fold is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Bitcoin Gift Card™, and Fold Debit 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. All statements that are not statements of historical fact are forward-looking statements. 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 statements regarding the rollout, development and expected effect of Fold’s credit card program, the development and adoption of Fold’s gift card and enterprise program, Fold’s treasury strategy, revenue, and transaction volume growth, and the potential success of Fold’s overall 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, including but not limited to changes in the acceptance of bitcoin; (ii) our continued ability to implement business plans; (iii) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which Fold operates; (iv) volatility in the market price of bitcoin; (v) access to and reliance on funding for our products, including the credit card, and general operations; (vi) access to and reliance on third parties for their services related to certain of our products, including risks relating to Fold having a single custodian for our bitcoin; (vii) reliance on banking partners which are subject to complex and demanding regulations and compliance standards; and (viii) those risks and uncertainties discussed in Fold Holdings, Inc.’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.
- 6 -
Fold Holdings, Inc. Balance Sheets
|
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December 31, |
|
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December 31, |
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||
|
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2025 |
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2024 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
7,652,203 |
|
|
$ |
18,330,359 |
|
Accounts receivable, net |
|
|
728,001 |
|
|
|
451,455 |
|
Inventories |
|
|
478,045 |
|
|
|
262,813 |
|
Digital assets - rewards treasury |
|
|
6,872,869 |
|
|
|
8,569,651 |
|
Prepaid expenses and other current assets |
|
|
2,384,684 |
|
|
|
687,100 |
|
Total current assets |
|
|
18,115,802 |
|
|
|
28,301,378 |
|
Digital assets - investment treasury |
|
|
133,658,791 |
|
|
|
93,568,700 |
|
Capitalized software development costs, net |
|
|
1,393,752 |
|
|
|
1,000,065 |
|
Deferred transaction costs |
|
|
- |
|
|
|
2,784,893 |
|
Other non-current assets |
|
|
299,309 |
|
|
|
- |
|
Total assets |
|
$ |
153,467,654 |
|
|
$ |
125,655,036 |
|
|
|
|
|
|
|
|
||
Liabilities and stockholders' equity (deficit) |
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|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
704,789 |
|
|
$ |
1,113,552 |
|
Accrued expenses and other current liabilities |
|
|
3,166,186 |
|
|
|
71,858 |
|
December 2024 convertible note, net |
|
|
- |
|
|
|
11,752,905 |
|
Credit facility |
|
|
10,000,000 |
|
|
|
- |
|
Customer rewards liability |
|
|
6,872,869 |
|
|
|
8,569,651 |
|
Deferred revenue |
|
|
366,252 |
|
|
|
387,776 |
|
Total current liabilities |
|
|
21,110,096 |
|
|
|
21,895,742 |
|
Deferred revenue, long-term |
|
|
- |
|
|
|
487,690 |
|
June 2025 convertible note, net |
|
|
21,469,675 |
|
|
|
- |
|
March 2025 convertible note - related party |
|
|
47,207,556 |
|
|
|
- |
|
Simple Agreements for Future Equity (“SAFEs”) |
|
|
- |
|
|
|
171,080,533 |
|
Other non-current liabilities |
|
|
689,680 |
|
|
|
- |
|
Total liabilities |
|
|
90,477,007 |
|
|
|
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 December 31, 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, 48,477,883 shares issued and 48,419,266 shares outstanding at December 31, 2025 and 5,836,882 shares issued and outstanding at December 31, 2024 |
|
|
4,849 |
|
|
|
584 |
|
Additional paid-in-capital |
|
|
233,924,782 |
|
|
|
33,537,989 |
|
Accumulated deficit |
|
|
(170,938,984 |
) |
|
|
(101,348,522 |
) |
Total stockholders’ equity (deficit) |
|
|
62,990,647 |
|
|
|
(67,808,929 |
) |
Total liabilities and stockholders’ equity |
|
$ |
153,467,654 |
|
|
$ |
125,655,036 |
|
|
|
|
|
|
|
|
||
- 7 -
Fold Holdings, Inc. Statements of Operations
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Year Ended |
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|||||
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2025 |
|
|
2024 |
|
||
Revenues, net |
|
|
$ |
31,793,673 |
|
|
$ |
23,753,148 |
|
|
|
|
|
|
|
|
|
||
Operating expenses |
|
|
|
|
|
|
|
||
Banking and payment costs |
|
|
|
28,662,586 |
|
|
|
22,472,378 |
|
Custody and trading costs |
|
|
|
1,024,452 |
|
|
|
228,080 |
|
Compensation and benefits |
|
|
|
17,691,784 |
|
|
|
3,225,179 |
|
Marketing expenses |
|
|
|
1,709,641 |
|
|
|
493,900 |
|
Professional fees |
|
|
|
5,410,925 |
|
|
|
1,855,131 |
|
Amortization expense |
|
|
|
557,982 |
|
|
|
292,266 |
|
(Gain) loss on customer rewards liability |
|
|
|
(798,493 |
) |
|
|
5,219,775 |
|
(Gain) loss on digital assets - rewards treasury |
|
|
|
394,271 |
|
|
|
(5,633,042 |
) |
Other selling, general and administrative expenses |
|
|
|
4,871,495 |
|
|
|
1,413,402 |
|
Total operating expenses |
|
|
|
59,524,643 |
|
|
|
29,567,069 |
|
Operating loss |
|
|
|
(27,730,970 |
) |
|
|
(5,813,921 |
) |
|
|
|
|
|
|
|
|
||
Other income (expense) |
|
|
|
|
|
|
|
||
Gain (loss) on digital assets - investment treasury |
|
|
|
(9,238,234 |
) |
|
|
29,247,576 |
|
Change in fair value of SAFEs |
|
|
|
(7,197,168 |
) |
|
|
(88,372,854 |
) |
Change in fair value of convertible note |
|
|
|
(928,056 |
) |
|
|
- |
|
Convertible note issuance costs and fees |
|
|
|
(9,569,109 |
) |
|
|
- |
|
Loss on extinguishment of debt |
|
|
|
(9,612,199 |
) |
|
|
- |
|
Interest expense |
|
|
|
(5,708,045 |
) |
|
|
(234,035 |
) |
Other income |
|
|
|
394,791 |
|
|
|
91,848 |
|
Other expense, net |
|
|
|
(41,858,020 |
) |
|
|
(59,267,465 |
) |
|
|
|
|
|
|
|
|
||
Net loss before income taxes |
|
|
|
(69,588,990 |
) |
|
|
(65,081,386 |
) |
Income tax expense (benefit) |
|
|
|
1,472 |
|
|
|
7,400 |
|
Net loss |
|
|
$ |
(69,590,462 |
) |
|
$ |
(65,088,786 |
) |
|
|
|
|
|
|
|
|
||
Net loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
||
Basic and diluted |
|
|
$ |
(1.65 |
) |
|
$ |
(11.15 |
) |
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
||
Basic and diluted |
|
|
|
42,218,965 |
|
|
|
5,836,882 |
|
|
|
|
|
|
|
|
|
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- 8 -
Fold Holdings, Inc. Statements of Cash Flows
|
|
Year Ended December 31, |
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|||||
|
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2025 |
|
|
2024 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
(69,590,462 |
) |
|
$ |
(65,088,786 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Amortization expense |
|
|
557,982 |
|
|
|
292,266 |
|
Loss (gain) on digital assets - rewards treasury |
|
|
394,271 |
|
|
|
(5,633,042 |
) |
(Gain) loss on digital assets - investment treasury |
|
|
9,238,234 |
|
|
|
(29,247,576 |
) |
(Gain) loss on customer rewards liability |
|
|
(798,493 |
) |
|
|
5,219,775 |
|
Change in fair value of convertible note |
|
|
928,056 |
|
|
|
- |
|
Convertible note issuance costs and fees |
|
|
9,569,109 |
|
|
|
- |
|
Loss on extinguishment of debt |
|
|
9,612,199 |
|
|
|
- |
|
Amortization of debt issuance costs |
|
|
236,305 |
|
|
|
- |
|
Amortization of debt discount and premium |
|
|
480,357 |
|
|
|
187,368 |
|
Change in fair value of SAFEs |
|
|
7,197,168 |
|
|
|
88,372,854 |
|
Share-based compensation expense |
|
|
9,969,112 |
|
|
|
- |
|
Increase (decrease) in cash resulting from changes in: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
(276,546 |
) |
|
|
173,448 |
|
Inventories |
|
|
(215,232 |
) |
|
|
(133,619 |
) |
Prepaid expenses and other current assets |
|
|
656,823 |
|
|
|
(176,949 |
) |
Accounts payable |
|
|
(408,763 |
) |
|
|
753,335 |
|
Accrued expenses and other current liabilities |
|
|
3,764,649 |
|
|
|
137,482 |
|
Customer reward liability |
|
|
2,385,070 |
|
|
|
1,965,037 |
|
Deferred revenue |
|
|
(509,214 |
) |
|
|
(136,544 |
) |
Other non-current liabilities |
|
|
689,680 |
|
|
|
- |
|
Net cash used in operating activities |
|
|
(16,119,695 |
) |
|
|
(3,314,951 |
) |
|
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchases of digital assets |
|
|
(8,015,269 |
) |
|
|
(1,880,563 |
) |
Proceeds from sales of digital assets |
|
|
- |
|
|
|
104,868 |
|
Payments for capitalized software development costs |
|
|
(951,669 |
) |
|
|
(738,565 |
) |
Net cash used in investing activities |
|
|
(8,966,938 |
) |
|
|
(2,514,260 |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from issuance of convertible note and warrants, net |
|
|
- |
|
|
|
18,925,000 |
|
Proceeds from recapitalization |
|
|
804,600 |
|
|
|
- |
|
Payments of deferred IPO costs |
|
|
(652,013 |
) |
|
|
- |
|
Proceeds received from SAFE financings |
|
|
- |
|
|
|
8,000,000 |
|
Payment of debt issuance costs |
|
|
(113,320 |
) |
|
|
(2,610,099 |
) |
Proceeds from issuance of common stock |
|
|
4,369,210 |
|
|
|
(1,646,875 |
) |
Proceeds from credit facility |
|
|
10,000,000 |
|
|
|
- |
|
Net cash provided by financing activities |
|
|
14,408,477 |
|
|
|
22,668,026 |
|
|
|
|
|
|
|
|
||
Net (decrease) increase in cash and cash equivalents |
|
|
(10,678,156 |
) |
|
|
16,838,815 |
|
Cash and cash equivalents, beginning of period |
|
|
18,330,359 |
|
|
|
1,491,544 |
|
Cash and cash equivalents, end of period |
|
$ |
7,652,203 |
|
|
$ |
18,330,359 |
|
|
|
|
|
|
|
|
||
Non-cash investing and financing activities |
|
|
|
|
|
|
||
Proceeds from SAFE financings received in digital assets |
|
$ |
- |
|
|
$ |
64,106,134 |
|
Deferred IPO costs included in accounts payable |
|
|
- |
|
|
|
174,794 |
|
Non-cash payment of interest with common stock |
|
|
1,860,011 |
|
|
|
- |
|
Distributions of digital assets to fulfill customer reward redemptions |
|
|
3,283,359 |
|
|
|
3,948,545 |
|
Distributions of digital assets to satisfy other current obligations |
|
|
671,621 |
|
|
|
91,566 |
|
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 |
|
|
|
- |
|
Non-cash issuance of placement shares |
|
|
353,250 |
|
|
|
|
|
Non-cash amortization of deferred issuance costs |
|
|
53,941 |
|
|
|
|
|
Distributions of digital assets for prepaid interest - related party |
|
|
2,313,975 |
|
|
|
- |
|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
||
Cash paid during the period for interest expense related to the credit facility |
|
|
51,181 |
|
|
|
- |
|
Cash paid during the period for income taxes |
|
|
6,139 |
|
|
|
3,110 |
|
Non-GAAP Financial Measures
- 9 -
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:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net loss |
|
$ |
(69,590,462 |
) |
|
$ |
(65,088,786 |
) |
Add: |
|
|
|
|
|
|
||
Interest expense |
|
|
5,708,045 |
|
|
|
(234,035 |
) |
Income tax expense (benefit) |
|
|
1,472 |
|
|
|
7,400 |
|
Amortization expense |
|
|
557,982 |
|
|
|
292,266 |
|
Share-based compensation expense |
|
|
9,969,081 |
|
|
|
- |
|
(Gain) loss on customer rewards liability |
|
|
(798,493 |
) |
|
|
5,219,775 |
|
(Gain) loss on digital assets - rewards treasury |
|
|
394,271 |
|
|
|
(5,633,042 |
) |
(Gain) loss on digital assets - investment treasury |
|
|
9,238,234 |
|
|
|
(29,247,576 |
) |
Change in fair value of SAFEs |
|
|
7,197,168 |
|
|
|
88,372,854 |
|
Change in fair value of convertible note |
|
|
928,056 |
|
|
|
- |
|
Convertible note issuance costs and fees |
|
|
9,569,109 |
|
|
|
- |
|
Loss on extinguishment of debt |
|
|
9,612,199 |
|
|
|
- |
|
Adjusted EBITDA |
|
$ |
(17,213,338 |
) |
|
$ |
(6,311,144 |
) |
|
|
Year Ended December 31, |
|
|
Year Ended December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Adjusted EBITDA (Loss) |
|
$ |
(17,213,338 |
) |
|
$ |
(6,311,144 |
) |
Weighted-average shares used to compute basic and diluted net loss per share |
|
|
42,218,965 |
|
|
|
5,836,882 |
|
|
|
|
|
|
|
|
||
Adjusted EBITDA (Loss) per share attributable to common stockholders: |
|
|
|
|
|
|
||
Basic and diluted |
|
$ |
(0.41 |
) |
|
$ |
(1.08 |
) |
- 10 -
For investor and media inquiries, please contact:
Investor Relations:
OG Advisory Group
Samir Jain, CFA
FoldIR@orangegroupadvisors.com
Media:
Elev8 New Media
Jessica Starman, MBA
Media@foldapp.com
- 11 -
FAQ
What does Fold's prospectus supplement register (FLD)?
How did Fold perform financially in full-year 2025 (FLD)?
What operating trends did Fold report for 2025 (FLD)?
Did Fold disclose product or strategic milestones (FLD)?
What material capital-structure items were highlighted in the filing (FLD)?
