Fold Holdings (NASDAQ: FLD) reports Q2 2026 loss and eliminates $20M debt
Rhea-AI Filing Summary
Fold Holdings reported second quarter 2026 results for the period ended June 30, 2026. Revenue was $6.1 million, down from $8.2 million a year earlier. The company recorded a net loss of $9.7 million, compared with net income of $13.4 million in the prior-year quarter, and an Adjusted EBITDA loss of $5.5 million.
Fold continues to focus on its bitcoin-linked financial services platform, including debit and credit cards, bill payment and a bitcoin rewards ecosystem. Total transaction volume in the quarter was $165 million, and the platform had more than 87,000 verified accounts, adding over 1,000 during the quarter. The Fold Credit Card remained in early access with over 2,000 cardholders, more than double the prior quarter.
On the balance sheet, cash and cash equivalents increased to $28.4 million as of June 30, 2026, while digital assets held in the investment treasury declined to $11.4 million, reflecting monetization of part of the bitcoin treasury. Total liabilities fell to $21.2 million from $90.5 million at year-end 2025, including elimination of approximately $20 million of secured debt and about $145 thousand of associated monthly interest expense. Bitcoin investment treasury holdings were 194 BTC as of June 30, 2026.
Positive
- Eliminated approximately $20 million of secured debt and about $145 thousand of monthly interest expense, significantly reducing leverage and ongoing financing costs.
- Cash and cash equivalents increased to $28.4 million at June 30, 2026, providing a larger liquidity buffer alongside a remaining bitcoin investment treasury of 194 BTC.
- Fold Credit Card early-access program reached over 2,000 cardholders, more than doubling from the prior quarter, supporting management’s plan to use it as a customer acquisition engine.
Negative
- Quarterly revenue declined to $6.1 million from $8.2 million in the prior-year quarter, while the company generated a net loss of $9.7 million.
- Net cash used in operating activities was $16.0 million for the first six months of 2026, indicating substantial cash burn to support operations and growth.
- Total assets decreased to $52.5 million from $153.5 million at year-end 2025, driven largely by a reduction in the value of digital assets - investment treasury.
Filing Explained
At June 30, 2026, Fold reported 55,021,701 common shares outstanding versus 48,419,266 at year-end, reducing existing holders’ percentage ownership absent offsets.
The Form 8-K furnishes Fold’s completed second-quarter results for the period ended
Authorized shares are capacity, not shares issued. Under the supplied dilution definition, additional issued shares increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes, so this disclosure establishes an ownership-dilution consequence rather than authorization alone.
The balance-sheet share counts are the current ownership snapshot; the filing also reports 55,407,302 issued shares and 55,021,701 outstanding shares as of
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
digital assets - investment treasury financial
customer rewards liability financial
SAFEs financial
loss on extinguishment of debt financial
non-GAAP financial measure financial
Earnings Snapshot
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How much revenue did Fold Holdings (FLD) generate in Q2 2026?
What was Fold Holdings (FLD)’s net income or loss for Q2 2026?
How did Fold Holdings (FLD) perform on an Adjusted EBITDA basis?
What changes did Fold Holdings (FLD) make to its debt and capital structure?
What are Fold Holdings (FLD)’s key operating metrics for Q2 2026?
How large is Fold Holdings (FLD)’s bitcoin investment treasury?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|||
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
|
||
(Address of principal executive offices) |
|
(Zip Code) |
(
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)) |
|
|
|
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 |
|
|
|||
|
|
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 August 11, 2026, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the second quarter ended June 30, 2026. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
99.1 |
|
Press Release of Fold Holdings, Inc., dated August 11, 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. |
|
|
|
|
Date: August 11, 2026 |
By: |
/s/ Will Reeves |
|
Name: |
Will Reeves |
|
Title: |
Chief Executive Officer |
Fold Holdings, Inc. (NASDAQ: FLD)
Announces Second Quarter 2026 Results
Revenues: $6.1 million
Eliminated $20 million of Secured Debt
Over 2,000 Fold Credit Cards Currently in Early Access; up over 100% from last quarter
Planned Expansion into Asset-Based Revenue Streams
PHOENIX, August 11, 2026 (GLOBE NEWSWIRE) -- Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”, “we”, or “our”), the first publicly traded bitcoin financial services company, today announced financial results for the second quarter ended June 30, 2026.
Q2 2026 Financial Highlights
Q2 2026 Key Operating Metrics
CEO Commentary
“Fold enters the second half of the year with a stronger balance sheet, a growing Credit Card program, expanded banking and distribution capabilities, and much of the infrastructure needed to support our next generation of products,” said Fold Chairman and CEO Will Reeves. “Over the next few months, investors will begin to see these investments come together as we build toward our goal of becoming the most rewarding financial platform in America.”
Mr. Reeves continued, “Fold is evolving from a transaction business into a broader financial services platform. Going forward, we intend to not only be the place where customers spend, but also be the place where they hold and manage their assets. Through our own programs and our partnership with Lead Bank, we expect customer balances to generate recurring economics that can help fund richer rewards. The power of asset-driven revenues has been demonstrated across businesses from
Starbucks and Venmo, and we believe it can become an important part of Fold’s economic model.”
He added, “Our proprietary bank-grade core ledger and Lead Bank partnership provide the foundation for this strategy, while expanding our addressable market beyond bitcoin-native customers to anyone looking for a more rewarding way to manage their money. Our conviction in bitcoin remains unchanged, but the opportunity for Fold is becoming significantly larger.”
Mr. Reeves concluded, “Q2 remained challenging across the broader Bitcoin industry, with lower bitcoin prices pressuring transaction activity and consumer engagement. These are temporal challenges and do not reflect the underlying health and vitality of this industry. We believe Fold is entering its next chapter with a stronger business model, broader market and the foundation needed to pursue significantly greater scale.”
Strategic & Business Updates
Fold Credit Card
Platform Expansion
Bitcoin Gift Card
Capital & Balance Sheet
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 11, 2026
Time: 5:00 p.m. ET
Participant Call Links:
Footnotes
1 Fold’s Bitcoin Investment Treasury was 194 BTC as of June 30, 2026.
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 has built a financial services platform that operates across both U.S. dollars and bitcoin, and is designed to connect these systems in a seamless manner. Fold’s consumer offerings include an FDIC-insured checking account, a Visa debit card (the "Fold Debit Card"), a Visa credit card (the "Fold Credit Card"), bill payment services, a bitcoin gift card, and an extensive catalog of merchant reward offers. The Company also offers various forms of bitcoin buying and selling with low-to-zero fees and insured custody.
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, gift card and other products, 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.
Fold Holdings, Inc. Condensed Balance Sheets (Unaudited)
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
28,386,785 |
|
|
$ |
7,652,203 |
|
Accounts receivable, net |
|
|
614,801 |
|
|
|
728,001 |
|
Credit card receivable, net |
|
|
2,753,588 |
|
|
|
- |
|
Inventories |
|
|
847,308 |
|
|
|
478,045 |
|
Digital assets - rewards treasury |
|
|
4,504,290 |
|
|
|
6,872,869 |
|
Prepaid expenses and other current assets |
|
|
1,913,981 |
|
|
|
2,384,684 |
|
Total current assets |
|
|
39,020,753 |
|
|
|
18,115,802 |
|
Digital assets - investment treasury |
|
|
11,356,023 |
|
|
|
133,658,791 |
|
Capitalized software development costs, net |
|
|
1,986,251 |
|
|
|
1,393,752 |
|
Other non-current assets |
|
|
131,770 |
|
|
|
299,309 |
|
Total assets |
|
$ |
52,494,797 |
|
|
$ |
153,467,654 |
|
|
|
|
|
|
|
|
||
Liabilities and stockholders' equity |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
698,556 |
|
|
$ |
704,789 |
|
Accrued expenses and other current liabilities |
|
|
1,992,004 |
|
|
|
3,166,186 |
|
Accrued legal settlement |
|
|
1,374,828 |
|
|
|
- |
|
February 2026 note - related party, net |
|
|
12,446,041 |
|
|
|
- |
|
Credit facility |
|
|
- |
|
|
|
10,000,000 |
|
Customer rewards liability |
|
|
4,504,290 |
|
|
|
6,872,869 |
|
Deferred revenue |
|
|
228,148 |
|
|
|
366,252 |
|
Total current liabilities |
|
|
21,243,867 |
|
|
|
21,110,096 |
|
June 2025 convertible note, net |
|
|
- |
|
|
|
21,469,675 |
|
March 2025 convertible note - related party |
|
|
- |
|
|
|
47,207,556 |
|
Other non-current liabilities |
|
|
- |
|
|
|
689,680 |
|
Total liabilities |
|
|
21,243,867 |
|
|
|
90,477,007 |
|
Commitments and contingencies (Note 12) |
|
|
|
|
|
|
||
Stockholders’ equity |
|
|
|
|
|
|
||
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2026 and 0 shares issued and outstanding at December 31, 2025 |
|
|
- |
|
|
|
- |
|
Common stock, $0.0001 par value; 600,000,000 shares authorized, 55,407,302 shares issued and 55,021,701 shares outstanding at June 30, 2026 and 48,477,883 shares issued and 48,419,266 shares outstanding at December 31, 2025 |
|
|
5,542 |
|
|
|
4,849 |
|
Additional paid-in-capital |
|
|
241,003,835 |
|
|
|
233,924,782 |
|
Accumulated deficit |
|
|
(209,758,447 |
) |
|
|
(170,938,984 |
) |
Total stockholders’ equity |
|
|
31,250,930 |
|
|
|
62,990,647 |
|
Total liabilities and stockholders’ equity |
|
$ |
52,494,797 |
|
|
$ |
153,467,654 |
|
|
|
|
|
|
|
|
||
Fold Holdings, Inc. Condensed Statements of Operations (Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues, net |
|
$ |
6,089,909 |
|
|
$ |
8,175,926 |
|
|
$ |
11,682,218 |
|
|
$ |
15,263,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Banking and payments costs |
|
|
5,108,245 |
|
|
|
7,682,621 |
|
|
|
9,914,619 |
|
|
|
14,441,545 |
|
Custody and trading costs |
|
|
739,039 |
|
|
|
142,811 |
|
|
|
1,337,454 |
|
|
|
188,596 |
|
Compensation and benefits |
|
|
3,790,067 |
|
|
|
3,676,657 |
|
|
|
7,824,334 |
|
|
|
10,134,597 |
|
Marketing expenses |
|
|
728,338 |
|
|
|
620,923 |
|
|
|
996,446 |
|
|
|
1,020,721 |
|
Professional fees |
|
|
1,255,832 |
|
|
|
1,270,345 |
|
|
|
2,923,246 |
|
|
|
3,058,850 |
|
Amortization expense |
|
|
173,985 |
|
|
|
106,837 |
|
|
|
330,064 |
|
|
|
197,908 |
|
(Gain) loss on customer rewards liability |
|
|
(745,598 |
) |
|
|
2,071,505 |
|
|
|
(2,253,069 |
) |
|
|
970,648 |
|
(Gain) loss on digital assets - rewards treasury |
|
|
1,119,388 |
|
|
|
(2,334,677 |
) |
|
|
2,808,843 |
|
|
|
(1,324,091 |
) |
Other selling, general and administrative expenses |
|
|
1,689,247 |
|
|
|
1,264,422 |
|
|
|
3,399,228 |
|
|
|
2,400,876 |
|
Total operating expenses |
|
|
13,858,543 |
|
|
|
14,501,444 |
|
|
|
27,281,165 |
|
|
|
31,089,650 |
|
Operating loss |
|
|
(7,768,634 |
) |
|
|
(6,325,518 |
) |
|
|
(15,598,947 |
) |
|
|
(15,825,887 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain (loss) on digital assets - investment treasury |
|
|
105,167 |
|
|
|
36,582,224 |
|
|
|
(28,524,298 |
) |
|
|
20,965,072 |
|
Change in fair value of SAFEs |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(6,503,113 |
) |
Change in fair value of convertible note |
|
|
- |
|
|
|
(5,309,608 |
) |
|
|
13,200,089 |
|
|
|
(11,843,751 |
) |
Convertible note issuance costs and fees |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(9,569,109 |
) |
Legal settlements |
|
|
(1,374,828 |
) |
|
|
- |
|
|
|
(1,374,828 |
) |
|
|
- |
|
Loss on extinguishment of debt |
|
|
- |
|
|
|
(9,612,199 |
) |
|
|
(4,005,132 |
) |
|
|
(9,612,199 |
) |
Interest expense |
|
|
(921,881 |
) |
|
|
(1,974,849 |
) |
|
|
(3,195,709 |
) |
|
|
(3,246,487 |
) |
Other income |
|
|
308,619 |
|
|
|
66,398 |
|
|
|
682,833 |
|
|
|
186,701 |
|
Other income (expense), net |
|
|
(1,882,923 |
) |
|
|
19,751,966 |
|
|
|
(23,217,045 |
) |
|
|
(19,622,886 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) before income taxes |
|
|
(9,651,557 |
) |
|
|
13,426,448 |
|
|
|
(38,815,992 |
) |
|
|
(35,448,773 |
) |
Income tax expense (benefit) |
|
|
- |
|
|
|
881 |
|
|
|
3,471 |
|
|
|
4,859 |
|
Net income (loss) |
|
$ |
(9,651,557 |
) |
|
$ |
13,425,567 |
|
|
$ |
(38,819,463 |
) |
|
$ |
(35,453,632 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(9,651,557 |
) |
|
$ |
13,425,567 |
|
|
$ |
(38,819,463 |
) |
|
$ |
(35,453,632 |
) |
Diluted |
|
$ |
(9,651,557 |
) |
|
$ |
13,425,567 |
|
|
$ |
(38,819,463 |
) |
|
$ |
(35,453,632 |
) |
Net income (loss) per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(0.19 |
) |
|
$ |
0.29 |
|
|
$ |
(0.76 |
) |
|
$ |
(0.98 |
) |
Diluted |
|
$ |
(0.19 |
) |
|
$ |
0.28 |
|
|
$ |
(0.76 |
) |
|
$ |
(0.98 |
) |
Weighted-average shares used to compute net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
51,825,321 |
|
|
|
46,503,358 |
|
|
|
50,746,857 |
|
|
|
36,062,784 |
|
Diluted |
|
|
51,825,321 |
|
|
|
47,561,116 |
|
|
|
50,746,857 |
|
|
|
36,062,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fold Holdings, Inc. Condensed Statements of Cash Flows (Unaudited)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
(38,819,463 |
) |
|
$ |
(35,453,632 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Amortization expense |
|
|
330,064 |
|
|
|
197,908 |
|
Loss (gain) on digital assets - rewards treasury |
|
|
2,808,843 |
|
|
|
(1,324,091 |
) |
Loss (gain) on digital assets - investment treasury |
|
|
28,524,298 |
|
|
|
(20,965,072 |
) |
(Gain) loss on customer rewards liability |
|
|
(2,253,069 |
) |
|
|
970,648 |
|
Change in fair value of convertible note |
|
|
(13,200,089 |
) |
|
|
11,843,751 |
|
Convertible note issuance costs and fees |
|
|
- |
|
|
|
9,569,109 |
|
Loss on extinguishment of debt |
|
|
4,005,132 |
|
|
|
9,612,199 |
|
Amortization of debt issuance costs |
|
|
6,638 |
|
|
|
112,187 |
|
Amortization of debt discount and premium |
|
|
179,929 |
|
|
|
953,404 |
|
Change in fair value of SAFEs |
|
|
- |
|
|
|
6,503,113 |
|
Share-based compensation expense |
|
|
3,353,459 |
|
|
|
6,895,480 |
|
Other non-cash adjustments |
|
|
(551,717 |
) |
|
|
- |
|
Increase (decrease) in cash resulting from changes in: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
113,200 |
|
|
|
(246,105 |
) |
Credit card receivable, net |
|
|
(2,753,588 |
) |
|
|
- |
|
Inventories |
|
|
(369,263 |
) |
|
|
(67,489 |
) |
Prepaid expenses and other current assets |
|
|
270,655 |
|
|
|
(603,030 |
) |
Accounts payable |
|
|
(6,233 |
) |
|
|
195,286 |
|
Accrued expenses and other current liabilities |
|
|
1,017,227 |
|
|
|
1,376,866 |
|
Accrued legal settlement |
|
|
1,374,828 |
|
|
|
- |
|
Customer rewards liability |
|
|
753,528 |
|
|
|
1,318,429 |
|
Deferred revenue |
|
|
(138,104 |
) |
|
|
(133,156 |
) |
Other non-current liabilities |
|
|
(689,680 |
) |
|
|
293,114 |
|
Net cash used in operating activities |
|
|
(16,043,405 |
) |
|
|
(8,951,081 |
) |
|
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchases of digital assets |
|
|
(1,748,759 |
) |
|
|
(2,374,030 |
) |
Proceeds from sales of digital assets |
|
|
59,120,684 |
|
|
|
- |
|
Payments for capitalized software development costs |
|
|
(740,184 |
) |
|
|
(434,820 |
) |
Net cash provided by (used in) investing activities |
|
|
56,631,741 |
|
|
|
(2,808,850 |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from issuance of note |
|
|
13,000,000 |
|
|
|
- |
|
Repayment of convertible note |
|
|
(25,166,667 |
) |
|
|
- |
|
Proceeds from recapitalization |
|
|
- |
|
|
|
804,624 |
|
Payments of deferred IPO costs |
|
|
- |
|
|
|
(652,013 |
) |
Payment of debt issuance costs |
|
|
- |
|
|
|
(113,320 |
) |
Proceeds from issuance of common stock |
|
|
3,262,213 |
|
|
|
- |
|
Proceeds from credit facility |
|
|
10,000,000 |
|
|
|
- |
|
Repayment of credit facility |
|
|
(20,000,000 |
) |
|
|
- |
|
Common stock withheld for employee tax obligations |
|
|
(949,300 |
) |
|
|
- |
|
Net cash provided by (used in) financing activities |
|
|
(19,853,754 |
) |
|
|
39,291 |
|
|
|
|
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents |
|
|
20,734,582 |
|
|
|
(11,720,640 |
) |
Cash and cash equivalents, beginning of period |
|
|
7,652,203 |
|
|
|
18,330,359 |
|
Cash and cash equivalents, end of period |
|
$ |
28,386,785 |
|
|
$ |
6,609,719 |
|
|
|
|
|
|
|
|
||
Non-cash investing and financing activities |
|
|
|
|
|
|
||
Non-cash payment of interest with common stock |
|
$ |
613,334 |
|
|
$ |
646,667 |
|
Distributions of digital assets to fulfill customer reward redemptions |
|
|
869,038 |
|
|
|
1,489,430 |
|
Distributions of digital assets to satisfy other current obligations |
|
|
1,089,777 |
|
|
|
46,955 |
|
Non-cash payment for intellectual property acquisition with common stock |
|
|
182,379 |
|
|
|
|
|
Non-cash repayment of convertible note via transfer of digital assets - related party |
|
|
34,007,466 |
|
|
|
|
|
Non-cash amortization of deferred issuance costs |
|
|
167,539 |
|
|
|
|
|
Non-cash allocation of convertible note proceeds to embedded derivative |
|
63,418 |
|
|
|
- |
|
|
Non-cash allocation of note proceeds to commitment shares |
|
|
785,200 |
|
|
|
- |
|
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 |
|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
||
Cash paid during the period for interest expense |
|
|
3,408,749 |
|
|
|
- |
|
Non-GAAP Financial Measures
Adjusted EBITDA
In addition to net income (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, (vi) impairments, restructuring charges, and business acquisition- or disposition-related expenses that we believe are not indicative of our core operating results, and (vii) legal settlement expenses associated with unusual or non-recurring litigation matters 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 and Adjusted EBITDA per share provide 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, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (loss) |
|
$ |
(9,651,557 |
) |
|
$ |
13,425,567 |
|
|
$ |
(38,819,463 |
) |
|
$ |
(35,453,632 |
) |
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
921,881 |
|
|
|
1,974,849 |
|
|
|
3,195,709 |
|
|
|
3,246,487 |
|
Income tax expense (benefit) |
|
|
- |
|
|
|
881 |
|
|
|
3,471 |
|
|
|
4,859 |
|
Amortization expense |
|
|
173,985 |
|
|
|
106,837 |
|
|
|
330,064 |
|
|
|
197,908 |
|
Share-based compensation expense |
|
|
1,656,693 |
|
|
|
1,725,205 |
|
|
|
3,366,106 |
|
|
|
6,895,480 |
|
(Gain) loss on customer rewards liability |
|
|
(745,598 |
) |
|
|
2,071,505 |
|
|
|
(2,253,069 |
) |
|
|
970,648 |
|
(Gain) loss on digital assets - rewards treasury |
|
|
1,119,388 |
|
|
|
(2,334,677 |
) |
|
|
2,808,843 |
|
|
|
(1,324,091 |
) |
(Gain) loss on digital assets - investment treasury |
|
|
(105,167 |
) |
|
|
(36,582,224 |
) |
|
|
28,524,298 |
|
|
|
(20,965,072 |
) |
Change in fair value of SAFEs |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,503,113 |
|
Change in fair value of other liabilities |
|
|
(208,678 |
) |
|
|
|
|
|
(551,717 |
) |
|
|
|
||
Change in fair value of convertible note |
|
|
- |
|
|
|
5,309,608 |
|
|
|
(13,200,089 |
) |
|
|
11,843,751 |
|
Convertible note issuance costs and fees |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
9,569,109 |
|
Legal settlements |
|
|
1,374,828 |
|
|
|
- |
|
|
|
1,374,828 |
|
|
|
- |
|
Loss on extinguishment of debt |
|
|
- |
|
|
|
9,612,199 |
|
|
|
4,005,132 |
|
|
|
9,612,199 |
|
Adjusted EBITDA (loss) |
|
$ |
(5,464,225 |
) |
|
$ |
(4,690,250 |
) |
|
$ |
(11,215,887 |
) |
|
$ |
(8,899,241 |
) |
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Adjusted EBITDA (loss) |
|
$ |
(5,464,225 |
) |
|
$ |
(4,690,250 |
) |
|
$ |
(11,215,887 |
) |
|
$ |
(8,899,241 |
) |
Weighted-average shares used to compute basic and diluted net loss per share |
|
|
51,825,321 |
|
|
|
46,503,358 |
|
|
|
50,746,857 |
|
|
|
36,062,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA (loss) per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
(0.11 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.22 |
) |
|
$ |
(0.25 |
) |
For investor inquiries, please contact:
OG Advisory Group
Samir Jain, CFA
FoldIR@orangegroupadvisors.com
For media inquiries, please contact:
Confluence Partners, LLC
Cindy Stoller
Media@foldapp.com