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Fold Holdings (NASDAQ: FLD) Q1 2026 revenue falls as bitcoin losses mount

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fold Holdings, Inc. reported weaker results for the first quarter ended March 31, 2026, as lower bitcoin prices hurt activity and its treasury. Revenue was $5.6 million, a 21.1% year-over-year decrease, reflecting a drop in transaction volumes.

The company posted a net loss of $29.2 million, with a substantial loss of $28.6 million on digital assets in its investment treasury. Adjusted EBITDA loss was $5.8 million, or $0.12 per share, compared with a $4.2 million loss a year earlier.

Bitcoin investment treasury holdings were 826 BTC, and total assets fell to $78.3 million from $153.5 million at December 31, 2025, largely due to digital asset movements and debt extinguishment. Total transaction volume was $172 million, down 32% year over year, though the company still had nearly 85,000 verified accounts.

Management highlighted more than 1,000 Fold Bitcoin Rewards Credit Cards in circulation, an approximately 80,000-person waiting list, and plans to restructure Bitcoin Gift Card fees to accelerate distribution and customer acquisition.

Positive

  • Product traction in credit and gift cards: More than 1,000 Fold Bitcoin Rewards Credit Cards are in circulation with an approximately 80,000-person waiting list, and Bitcoin Gift Cards are available online and in about 2,000 Kroger locations, supporting user acquisition and ecosystem engagement.

Negative

  • Sharp revenue and volume declines: Q1 2026 revenue was $5.6 million, a 21.1% year-over-year decrease, with total transaction volume down 32% to $172 million, indicating weaker activity across the platform.
  • Large net loss and worsening Adjusted EBITDA: Net loss was $29.2 million versus $48.9 million a year earlier, but Adjusted EBITDA loss widened to $5.8 million from $4.2 million, showing continued operating pressure.
  • Significant digital asset losses and asset shrinkage: Loss on digital assets in the investment treasury was $28.6 million, and total assets fell to $78.3 million from $153.5 million at December 31, 2025, materially reducing the balance sheet size.

Insights

Fold’s Q1 shows pressure from bitcoin volatility, with large digital asset losses and shrinking assets.

Fold generated Q1 2026 revenue of $5.6 million, down 21.1% year over year, as total transaction volume fell 32% to $172 million. Core operations still ran at a loss, with Adjusted EBITDA at $(5.8) million.

The most striking element is digital asset exposure. The company recorded a $(28.6) million loss on its bitcoin investment treasury, and total assets declined from $153.5 million at December 31, 2025 to $78.3 million at March 31, 2026, while liabilities stayed relatively high at $42.0 million.

Management points to growth initiatives, including over 1,000 bitcoin rewards credit cards in circulation, an approximately 80,000-person waitlist, and restructuring of Bitcoin Gift Card fees to drive distribution. Future disclosures in periodic reports and earnings updates will clarify whether these products can offset crypto-driven volatility in results.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revenue Q1 2026 $5.6 million Three months ended March 31, 2026; 21.1% YoY decrease
Net loss Q1 2026 $29.2 million Three months ended March 31, 2026
Adjusted EBITDA loss $5.8 million Three months ended March 31, 2026; $0.12 per share
Digital asset loss (investment treasury) $28.6 million Gain (loss) on digital assets - investment treasury, Q1 2026
Total assets $78.3 million As of March 31, 2026; down from $153.5 million at Dec 31, 2025
Cash and cash equivalents $11.5 million As of March 31, 2026; up from $7.7 million at Dec 31, 2025
Total transaction volume $172 million Q1 2026; 32% year-over-year decrease
Bitcoin investment treasury holdings 826 BTC As of March 31, 2026 and May 11, 2026
Adjusted EBITDA financial
"Adjusted EBITDA2 (Loss): ($5.8) million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
digital assets - investment treasury financial
"Loss on digital assets - investment treasury | | | 28,629,465"
customer rewards liability financial
"(Gain) loss on customer rewards liability | | | (1,507,471)"
SAFE financial
"Change in fair value of SAFEs | | | - | | | | 6,503,113"
credit facility financial
"Credit facility | | | 20,000,000 | | | | 10,000,000"
A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.
Non-GAAP Financial Measures financial
"Adjusted EBITDA and Adjusted EBITDA Per Share are financial measures not presented in accordance with generally accepted accounting principles (“GAAP”)"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Revenue $5.6 million -21.1% YoY
Net loss $29.2 million
Adjusted EBITDA $(5.8) million worse vs $(4.2) million prior-year period
Net loss per share $(0.59) improved vs $(1.92) prior-year period
false000188912300018891232026-05-122026-05-120001889123fld:CommonStockParValue0.0001PerShareMember2026-05-122026-05-120001889123fld:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember2026-05-122026-05-12

 

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): May 12, 2026

Fold Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41168

 

86-2170416

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

2942 North 24th Street, Suite 115, #42035
Phoenix, Arizona

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))

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 May 12, 2026, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the first quarter ended March 31, 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 May 12, 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: May 12, 2026

By:

/s/ Will Reeves

Name:

Will Reeves

Title:

Chief Executive Officer

 


 

 

img160846407_0.jpg

Fold Holdings, Inc. (NASDAQ: FLD)

Announces First Quarter 2026 Results

 

Revenues: $5.6 million, 21.1% YoY decrease

Transaction Volumes down 32% YoY

More than 1,000 Fold Bitcoin Credit Cards in Circulation

Restructuring fees on Bitcoin Gift Card to Drive Distribution

 

 

PHOENIX – May 12, 2026

 

Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”, “we”, or “our”), the first publicly traded bitcoin financial services company, today announced financial results for the first quarter ended March 31, 2026.

 

Q1 2026 Financial Highlights

Revenue: $5.6 million; 21.1% YoY decrease
Net Loss: ($29.2) million
Adjusted EBITDA2 (Loss): ($5.8) million
Loss Per Share: ($0.59) per share
Adjusted EBITDA (Loss) Per Share2: ($0.12) per share
Bitcoin Investment Treasury Holdings1: 826 BTC

 

Q1 2026 Key Operating Metrics

Total Transaction Volume: $172 million; 32% YoY decrease
Total Verified Accounts: nearly 85,000, added close to 2,000 new verified accounts in the quarter

 

CEO Commentary

 

“Q1 was a challenging quarter across the broader Bitcoin industry. Lower Bitcoin prices pressured transaction volumes, trading activity, and consumer engagement, and Fold saw that pressure in our results,” said Fold Chairman and CEO Will Reeves. “But as with past drawdown cycles, we believe the fundamental value proposition, technological value, and network effects of bitcoin remain strong. We are focused on what we can control, and we continue to put our energy and focus into building our products and serving our customers. Importantly, Fold remains focused on building a scalable platform with multiple interconnected products that we believe will drive durable and long-term growth.”

 


 

 

Mr. Reeves continued, “We continued the rollout of the Fold Bitcoin Rewards Credit Card this quarter and now have approximately 1,000 cards in circulation. We expect to expand distribution in the coming months and meet the market’s high demand for this game changing product. While still early, initial user feedback is positive and initial cohort data is promising. Cardholders are already engaging with multiple products in our ecosystem, validating our belief that the card can become both a powerful acquisition engine and a major driver of ecosystem engagement over time. ”

 

He added, “The Bitcoin Gift Card also remains an important part of our growth strategy and continues to perform strongly. Through this product we have onboarded thousands of new customers and reengaged existing users through a familiar retail experience, and many of these users are now engaging across the broader Fold ecosystem. Our flagship relationship with Kroger has been a success, and we believe this model can scale nationally across additional retailers. To support that growth, we are restructuring our gift card economics with distribution partners to materially reduce customer friction and improve retail placement opportunities.”

 

Mr. Reeves concluded, “Despite a challenging market backdrop, we believe Fold made significant progress in the first quarter and, more importantly, laid the foundation for what comes next. With credit gaining traction, a more aggressive customer acquisition strategy in place, and continued improvements to our platform, we believe Fold is well-positioned to grow, increase engagement, and build a valuable, long-term business.”

 

Strategic & Business Updates:

Fold Bitcoin Rewards Credit Card
o
More than 1,000 cards now in circulation
o
Expect continued distribution throughout the year; prioritizing the roughly 80,000 people on the waiting list
o
Initial cohort data showing strong cross-product adoption
o
The Fold Credit Card is powered by Visa and Stripe, allowing users to earn bitcoin rewards up to 4.0%
Fold Bitcoin Gift Card
o
Fold is restructuring its fee on cards to accelerate distribution and drive customer acquisition
o
Fold believes the full distribution of the Bitcoin Gift Card will drive thousands of new users to its ecosystem and lead to the increased adoption of other products
o
Currently available online (Fold app, foldapp.com, giftcards.com, etc.) and in store (~2,000 Kroger brand locations)

 

 

 

 


 

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: May 12, 2026

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 Fold’s Bitcoin Investment Treasury was 826 BTC as of March 31, 2026 and May 11, 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 is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Credit Card™, 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 and gift card product, 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, including our ability to process and approve new credit card applications; (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)

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

11,526,471

 

 

$

7,652,203

 

Accounts receivable, net

 

 

539,147

 

 

 

728,001

 

Inventories

 

 

460,701

 

 

 

478,045

 

Digital assets - rewards treasury

 

 

5,253,902

 

 

 

6,872,869

 

Prepaid expenses and other current assets

 

 

2,195,840

 

 

 

2,384,684

 

Total current assets

 

 

19,976,061

 

 

 

18,115,802

 

Digital assets - investment treasury

 

 

56,355,303

 

 

 

133,658,791

 

Capitalized software development costs, net

 

 

1,704,704

 

 

 

1,393,752

 

Other non-current assets

 

 

292,858

 

 

 

299,309

 

Total assets

 

$

78,328,926

 

 

$

153,467,654

 

 

 

 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

1,653,305

 

 

$

704,789

 

Accrued expenses and other current liabilities

 

 

2,609,739

 

 

 

3,166,186

 

February 2026 note - related party, net

 

 

12,151,382

 

 

 

-

 

Credit facility

 

 

20,000,000

 

 

 

10,000,000

 

Customer rewards liability

 

 

5,253,902

 

 

 

6,872,869

 

Deferred revenue

 

 

308,627

 

 

 

366,252

 

Total current liabilities

 

 

41,976,955

 

 

 

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

 

 

41,976,955

 

 

 

90,477,007

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2026 and 0 shares issued and outstanding at December 31, 2025

 

 

-

 

 

 

-

 

Common stock, $0.0001 par value; 600,000,000 shares authorized, 50,738,916 shares issued and 50,353,315 shares outstanding at March 31, 2026 and 48,477,883 shares issued and 48,419,266 shares outstanding at December 31, 2025

 

 

5,076

 

 

 

4,849

 

Additional paid-in-capital

 

 

236,453,785

 

 

 

233,924,782

 

Accumulated deficit

 

 

(200,106,890

)

 

 

(170,938,984

)

Total stockholders’ equity

 

 

36,351,971

 

 

 

62,990,647

 

Total liabilities and stockholders’ equity

 

$

78,328,926

 

 

$

153,467,654

 

 

 

 

 

 

 

 

 

 


 

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

 

 

 

 

Three Months Ended
March 31,

 

 

 

 

2026

 

 

2025

 

Revenues, net

 

 

$

5,592,309

 

 

$

7,087,837

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

Banking and payments costs

 

 

 

4,806,374

 

 

 

6,758,924

 

Custody and trading costs

 

 

 

598,415

 

 

 

45,785

 

Compensation and benefits

 

 

 

4,034,267

 

 

 

6,457,940

 

Marketing expenses

 

 

 

268,108

 

 

 

399,798

 

Professional fees

 

 

 

1,667,414

 

 

 

1,788,505

 

Amortization expense

 

 

 

156,079

 

 

 

91,071

 

(Gain) loss on customer rewards liability

 

 

 

(1,507,471

)

 

 

(1,100,857

)

(Gain) loss on digital assets - rewards treasury

 

 

 

1,689,455

 

 

 

1,010,586

 

Other selling, general and administrative expenses

 

 

 

1,709,981

 

 

 

1,136,455

 

Total operating expenses

 

 

 

13,422,622

 

 

 

16,588,207

 

Operating loss

 

 

 

(7,830,313

)

 

 

(9,500,370

)

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Gain (loss) on digital assets - investment treasury

 

 

 

(28,629,465

)

 

 

(15,617,152

)

Change in fair value of SAFEs

 

 

 

-

 

 

 

(6,503,113

)

Change in fair value of convertible note

 

 

 

13,200,089

 

 

 

(6,534,143

)

Convertible note issuance costs and fees

 

 

 

-

 

 

 

(9,569,109

)

Loss on extinguishment of debt

 

 

 

(4,005,132

)

 

 

-

 

Interest expense

 

 

 

(2,273,828

)

 

 

(1,271,638

)

Other income

 

 

 

374,214

 

 

 

120,303

 

Other expense, net

 

 

 

(21,334,122

)

 

 

(39,374,852

)

 

 

 

 

 

 

 

 

Net loss before income taxes

 

 

 

(29,164,435

)

 

 

(48,875,222

)

Income tax expense (benefit)

 

 

 

3,471

 

 

 

3,978

 

Net loss

 

 

$

(29,167,906

)

 

$

(48,879,200

)

 

 

 

 

 

 

 

 

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

Basic and diluted

 

 

$

(0.59

)

 

$

(1.92

)

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

Basic and diluted

 

 

 

49,656,409

 

 

 

25,436,398

 

 

 

 

 

 

 

 

 

 

 


 

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

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(29,167,906

)

 

$

(48,879,200

)

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

 

 

 

 

 

 

Amortization expense

 

 

156,079

 

 

 

91,071

 

Loss on digital assets - rewards treasury

 

 

1,689,455

 

 

 

1,010,586

 

Loss on digital assets - investment treasury

 

 

28,629,465

 

 

 

15,617,152

 

Gain on customer rewards liability

 

 

(1,507,471

)

 

 

(1,100,857

)

Change in fair value of convertible note

 

 

(13,200,089

)

 

 

6,534,143

 

Convertible note issuance costs and fees

 

 

-

 

 

 

9,569,109

 

Loss on extinguishment of debt

 

 

4,005,132

 

 

 

-

 

Amortization of debt issuance costs

 

 

6,638

 

 

 

-

 

Amortization of debt discount and premium

 

 

(114,731

)

 

 

525,921

 

Change in fair value of SAFEs

 

 

-

 

 

 

6,503,113

 

Share-based compensation expense

 

 

1,696,766

 

 

 

5,170,275

 

Other non-cash adjustments

 

 

(343,039

)

 

 

-

 

Increase (decrease) in cash resulting from changes in:

 

 

 

 

 

 

Accounts receivable, net

 

 

188,854

 

 

 

(491,433

)

Inventories

 

 

17,344

 

 

 

(140,782

)

Prepaid expenses and other current assets

 

 

(11,187

)

 

 

(962,423

)

Accounts payable

 

 

948,516

 

 

 

373,426

 

Accrued expenses and other current liabilities

 

 

816,814

 

 

 

660,721

 

Customer reward liability

 

 

344,298

 

 

 

611,552

 

Deferred revenue

 

 

(57,625

)

 

 

(46,574

)

Other non-current liabilities

 

 

(689,680

)

 

 

-

 

Net cash used in operating activities

 

 

(6,592,367

)

 

 

(4,954,200

)

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Purchases of digital assets

 

 

(716,500

)

 

 

(1,562,973

)

Proceeds from sales of digital assets

 

 

14,376,468

 

 

 

-

 

Payments for capitalized software development costs

 

 

(467,031

)

 

 

(266,221

)

Net cash provided by (used in) investing activities

 

 

13,192,937

 

 

 

(1,829,194

)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from issuance of note

 

 

13,000,000

 

 

 

-

 

Repayment of convertible note

 

 

(25,166,667

)

 

 

-

 

Proceeds from recapitalization

 

 

-

 

 

 

804,600

 

Payments of deferred IPO costs

 

 

-

 

 

 

(652,013

)

Proceeds from issuance of common stock

 

 

389,665

 

 

 

-

 

Proceeds from credit facility

 

 

10,000,000

 

 

 

-

 

Common stock withheld for employee tax obligations

 

 

(949,300

)

 

 

-

 

Net cash provided by (used in) financing activities

 

 

(2,726,302

)

 

 

152,587

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

3,874,268

 

 

 

(6,630,807

)

Cash and cash equivalents, beginning of period

 

 

7,652,203

 

 

 

18,330,359

 

Cash and cash equivalents, end of period

 

$

11,526,471

 

 

$

11,699,552

 

 

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

Non-cash payment of interest with common stock

 

$

613,334

 

 

$

-

 

Distributions of digital assets to fulfill customer reward redemptions

 

 

455,794

 

 

 

714,802

 

Distributions of digital assets to satisfy other current obligations

 

 

480,307

 

 

 

1,012

 

Non-cash repayment of convertible note via transfer of digital assets - related party

 

 

34,007,466

 

 

 

-

 

Non-cash amortization of deferred issuance costs

 

 

6,451

 

 

 

-

 

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

 

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

 

 

2,655,139

 

 

 

-

 

 

 

 


 

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 March 31,

 

 

 

2026

 

 

2025

 

Net loss

 

$

(29,167,906

)

 

$

(48,879,200

)

Add:

 

 

 

 

 

 

Interest expense

 

 

2,273,828

 

 

 

1,271,638

 

Income tax expense (benefit)

 

 

3,471

 

 

 

3,978

 

Amortization expense

 

 

156,079

 

 

 

91,071

 

Share-based compensation expense

 

 

1,709,413

 

 

 

5,170,275

 

(Gain) loss on customer rewards liability

 

 

(1,507,471

)

 

 

(1,100,857

)

(Gain) loss on digital assets - rewards treasury

 

 

1,689,455

 

 

 

1,010,586

 

(Gain) loss on digital assets - investment treasury

 

 

28,629,465

 

 

 

15,617,152

 

Change in fair value of SAFEs

 

 

-

 

 

 

6,503,113

 

Change in fair value of other liabilities

 

 

(343,039

)

 

 

 

Change in fair value of convertible note

 

 

(13,200,089

)

 

 

6,534,143

 

Convertible note issuance costs and fees

 

 

-

 

 

 

9,569,109

 

Loss on extinguishment of debt

 

 

4,005,132

 

 

 

-

 

Adjusted EBITDA

 

$

(5,751,662

)

 

$

(4,208,992

)

 

 

 


 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Adjusted EBITDA (Loss)

 

$

(5,751,662

)

 

$

(4,208,992

)

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

 

 

49,656,409

 

 

 

25,436,398

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Basic and diluted

 

$

(0.12

)

 

$

(0.17

)

 

For investor and media inquiries, please contact:

 

Investor Relations:
OG Advisory Group

Samir Jain, CFA

FoldIR@orangegroupadvisors.com

 

Media:

Confluence Partners, LLC

Cindy Stoller

Media@foldapp.com

 

 


FAQ

How did Fold Holdings (FLD) perform financially in Q1 2026?

Fold reported Q1 2026 revenue of $5.6 million, a 21.1% year-over-year decrease, and a net loss of $29.2 million. Adjusted EBITDA loss was $5.8 million, or $0.12 per share, reflecting continued operating losses and crypto-related volatility.

What happened to Fold Holdings’ bitcoin investment treasury in Q1 2026?

Fold recorded a $28.6 million loss on digital assets in its bitcoin investment treasury during Q1 2026. Bitcoin investment treasury holdings were 826 BTC, and these movements contributed to total assets declining to $78.3 million from $153.5 million at year-end 2025.

How did user and transaction metrics for Fold Holdings (FLD) change in Q1 2026?

Total transaction volume in Q1 2026 was $172 million, a 32% year-over-year decrease. Fold reported nearly 85,000 verified accounts, adding close to 2,000 during the quarter, showing slower growth alongside lower trading and spending activity.

What are the key highlights of Fold’s Bitcoin Rewards Credit Card?

Fold has more than 1,000 Bitcoin Rewards Credit Cards in circulation and an approximately 80,000-person waiting list. The card, powered by Visa and Stripe, allows users to earn bitcoin rewards up to 4.0%, and early data shows strong cross-product adoption.

How is Fold Holdings (FLD) using its Bitcoin Gift Card to grow?

Fold views the Bitcoin Gift Card as a growth driver, using it to onboard thousands of customers and reengage existing users. The product is sold online and in about 2,000 Kroger locations, and Fold is restructuring gift card fees to accelerate distribution.

What is Fold Holdings’ cash position after Q1 2026?

Cash and cash equivalents were $11.5 million at March 31, 2026, up from $7.7 million at December 31, 2025. The increase reflects net cash used in operations offset by proceeds and repayments related to notes, the credit facility, and digital asset transactions.

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