$FLD

Fold Holdings, Inc.

CIK:0001889123|SEC Filings

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 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)
Gain (loss) on digital assets - investment treasury	105,167	36,582,224	(28,524,298)	20,965,072
Change in fair value of SAFEs	0	0	0	(6,503,113)
Change in fair value of convertible note	0	(5,309,608)	13,200,089	(11,843,751)
Convertible note issuance costs and fees	0	0	0	(9,569,109)
Legal settlements	(1,374,828)	0	(1,374,828)	0
Loss on extinguishment of debt	0	(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)	0	881	3,471	4,859
Net income (loss)	$ (9,651,557)	$ 13,425,567	$ (38,819,463)	$ (35,453,632)
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) 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

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025
Cash flows from operating activities
Net Income (Loss)	$ (9,651,557)	$ 13,425,567	$ (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	1,119,388	(2,334,677)	2,808,843	(1,324,091)
Loss (gain) on digital assets - investment treasury	(105,167)	(36,582,224)	28,524,298	(20,965,072)
(Gain) loss on customer rewards liability	(745,598)	2,071,505	(2,253,069)	970,648
Change in fair value of convertible note	0	5,309,608	(13,200,089)	11,843,751
Convertible note issuance costs and fees	0	0	0	9,569,109
Loss on extinguishment of debt	0	9,612,199	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	0	0	0	6,503,113
Share-based compensation expense			3,353,459	6,895,480
Other non-cash adjustments			(551,717)	0
Increase (decrease) in cash resulting from changes in:
Accounts receivable, net			113,200	(246,105)
Credit card receivable, net			(2,753,588)	0
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	0
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	0
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	0
Repayment of convertible note			(25,166,667)	0
Proceeds from recapitalization			0	804,624
Payments of deferred IPO costs			0	(652,013)
Payment of debt issuance costs			0	(113,320)
Proceeds from issuance of common stock			3,262,213	0
Proceeds from credit facility			10,000,000	0
Repayment of credit facility			(20,000,000)	0
Common stock withheld for employee tax obligations			(949,300)	0
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	$ 18,330,359
Cash and cash equivalents, end of period	$ 28,386,785	$ 6,609,719	28,386,785	6,609,719	$ 7,652,203
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	0
Non-cash allocation of note proceeds to commitment shares			785,200	0
Recapitalization			0	173,019,904
Proceeds from convertible debt received in digital assets - related party			0	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			0	2,313,975
Supplemental disclosure of cash flow information
Cash paid during the period for interest expense			$ 3,408,749	$ 0

Condensed Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2026	Dec. 31, 2025
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	0
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
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	0
February 2026 note - related party, net	12,446,041	0
Credit facility	0	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	0	21,469,675
March 2025 convertible note - related party	0	47,207,556
Other non-current liabilities	0	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	0	0
Common stock, $0.0001 par value; 600,000,000 shares authorized, 55,407,302 shares issued and 50,021,701 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