Fold Holdings, Inc SEC Filings

Fold Holdings, Inc. reported a mixed first half of 2025 driven by substantial bitcoin remeasurement gains and heavy financing activity. Total assets rose to $182.1 million from $125.7 million, largely because the Investment Treasury grew to $159.9 million (1,492 BTC). Cash declined to $6.61 million from $18.33 million, while working capital remained positive at $7.8 million.

Net revenue for the quarter ended June 30, 2025 was $8.18 million, up from $5.14 million a year earlier, but the six‑month period produced a net loss of $35.45 million driven by operating losses, a $9.6 million loss on extinguishment of debt, fair value adjustments on convertible instruments, and financing costs. The company has $66.3 million principal outstanding in two convertible notes and a $250 million equity purchase facility available. Management expects existing liquidity sources to fund operations for at least one year.

Fold Holdings, Inc. filed a Form 8-K dated August 12, 2025, reporting that it issued a press release announcing its financial and operational results for the quarter ended June 30, 2025. The press release is furnished as Exhibit 99.1 and is incorporated by reference; the filing states that the furnished information is not deemed "filed" under Section 18 of the Exchange Act and includes a cautionary note about forward-looking statements. The report also identifies the companys Nasdaq-listed securities (common stock FLD and warrants FLDDW) and is signed by CEO Will Reeves. This Form 8-K notifies investors that detailed Q2 metrics are contained in the attached press release.

Reporting persons tied to the SZOP group disclosed potential beneficial ownership of 5,184,958 shares of Fold Holdings, Inc. common stock, representing 9.9% of the class. These shares reflect rights under an Equity Purchase Facility Agreement with the issuer that may obligate the holding company to buy shares at the issuer's discretion. The holding company does not currently own any shares and the reported percentage gives effect to an ownership limitation that prevents acquisitions above 9.99%. The percent calculation is based on the issuer's registration statement showing 46,716,520 shares outstanding. The filers note shared voting and dispositive power but disclaim beneficial ownership except to the extent of any pecuniary interest.

Schedule 13G/A (Amendment 2) – Fold Holdings, Inc. (FLDDW)

Emerald ESG Sponsor, LLC, Emerald ESG Advisors, LLC and their manager, Betsy Z. Cohen, report zero shares and 0 % beneficial ownership of Fold Holdings’ Class A common stock as of 12 Jun 2025. Each filer discloses 0 sole or shared voting and dispositive power, triggering Item 5’s “Ownership of 5 Percent or Less” designation. Because their collective stake is now below the 5 % threshold, they file this final Schedule 13G amendment; Items 6-9 are marked “Not Applicable.” Signatures were executed on 21 Jul 2025.

The filing confirms a complete exit by the SPAC sponsor group, removing a previously significant shareholder. No financial metrics, transaction details or rationale for the divestiture are provided.

Fold Holdings, Inc. (Nasdaq: FLD) filed an 8-K on July 16, 2025 disclosing a single Item 5.02 event. The company reported that on July 11, 2025 it terminated the employment of Nicolleta Goncalves, Vice President of Risk & Compliance. No reason for the termination, severance terms, or succession plan was provided. The departing officer was responsible for enterprise risk management and regulatory compliance oversight. Apart from routine header data, the filing contains no financial results, guidance, or other strategic announcements.

Because the position is below the C-suite and the company named no interim successor, the disclosure suggests a governance-level change but offers limited visibility into operational impact. Investors should monitor future filings for details on replacement, potential internal control implications, and any related compliance matters.

Fold Holdings, Inc. – Form 4 insider transaction

Director Bracebridge H. Young, Jr. reported the purchase of common stock on 17 June 2025. The transaction was executed through the Bracebridge H. Young, Jr. 1999 Family Trust.

• Shares acquired: 7,300 common shares
• Average purchase price: $4.52 (weighted-average; price range $4.45–$4.55)
• Post-transaction holdings:
  • 1999 Family Trust – 7,300 shares (indirect)
  • Emerald ESG Advisors, LLC – 113,002 shares (indirect)
  • Emerald ESG Sponsor, LLC – 64,285 shares (indirect)
  • Direct ownership – 12,500 shares
• Reporting person’s role: Director; member of Emerald ESG entities

No derivative securities were reported, and there were no dispositions. The filing does not disclose any accompanying corporate events or earnings information.