Fold Holdings (FLD) FY2025 10-K Risk Factors: 104 New, 85 Dropped

What the changes say

Fold Holdings expanded its product suite with the Fold Credit Card and Employee Bitcoin Bonus program while maintaining a significant bitcoin treasury.

What changed since the prior 10-K

New

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through design and user experience updates, refinement of our systems architecture, scaling our customer support services, expanding our rewards network, and adding strategic partnerships
The company emphasizes safety, security, and regulatory compliance of customer assets alongside its bitcoin treasury strategy to build a foundation of trust.
New
In January 2026, we introduced the Employee Bitcoin Bonus program, which allows participating employers to offer bitcoin bonuses to their employee base and manage those assets through Fold, and announced Steak 'n Shake as our first partner for this program
The company introduced the Employee Bitcoin Bonus program with partner Steak 'n Shake, eliminated all convertible notes using note sales and bitcoin repayments, and launched the Visa-partnered Fold Credit Card with Stripe as program manager.
New
In addition to our product strategy, we intend to grow our customer base, transaction volume, and revenues through increased investment into organic and paid marketing channels that have proven successful to-date
Growth will be driven by organic social media channels, customer referrals, and increased paid marketing investments targeting new products like the Fold Credit Card and Bitcoin Gift Card.
New
As of December 31, 2025, we held approximately 1,606 BTC in our bitcoin treasury which had a market value of $140.5 million based on the market price of bitcoin on the Coinbase exchange at 11:59:59 p.m. UTC time on December 31, 2025, which was approximately $87.5 thousand
The company held approximately 1,606 BTC worth $140.5 million in its treasury as of December 31, 2025, used for customer rewards and near- to long-term investments.
New
Transaction Volume is inclusive of deposits, spend, and withdrawals across our platform and are inclusive of both fiat (“USD”) and bitcoin (“BTC”) transaction volumes. We consider Transaction Volume a key operating metric as the majority of our revenues are derived from these volumes
Platform transaction volume exceeded $3.5 billion from inception through December 31, 2025, averaging over $78 million per month in 2025.
New
Banking and payments revenue
Banking and payments revenues consist of Fold+ subscriptions, which cost $100 annually or $10 monthly with planned fee elimination in 2026, and Visa interchange fees.
New
Custody and trading revenue
Custody and trading revenue is earned via transaction fees and spreads through a partnership with BitGo Trust Company, alongside the Fold Bitcoin Gift Card.
New
this liability recorded within 'Gain (Loss) on customer rewards liability' in our accompanying statements of operations. The liability is derecognized when the Revenue Reward is redeemed by the user and delivered to the user's bitcoin wallet
Rewards are subject to chargebacks, returns, and expiration after twelve consecutive months of account inactivity, with expected expirations estimated and accrued.
New
Sales returns and allowances
Revenue is recognized net of historical immaterial sales returns and allowances primarily related to merchant offers.
New
Banking and payment costs
Banking and payment costs include direct licensing, servicing, and transaction processing costs for the Fold Debit Card and merchant offers.
New
Custody and trading costs consist primarily of licensing, servicing, and custodial fees related to our bitcoin exchange product. Some custody and trading costs scale in proportion to our volumes
Custody and trading costs include licensing, custodial fees, and gross costs of sales for the Fold Bitcoin Gift Card.
New
in our accompanying statements of operations. The liability is derecognized when the reward is claimed by the user and delivered to the user's external bitcoin wallet
Marketing rewards expenses are accrued as a contra-expense based on estimated reward expirations for accounts inactive for over twelve consecutive months.
New
Gain (loss) on customer rewards liability
New
Gain (loss) on digital assets - rewards treasury
New
Other selling, general and administrative expenses
New
Gain (loss) on digital assets - investment treasury
New
Change in fair value of SAFEs
New
(i) Not meaningful ("NM")
New
Banking and payments costs
New
Custody and trading costs
New
Payroll expenses increased in correlation with our increased employee headcount, which was 40 employees as of December 31, 2025 and 28 employees as of December 31, 2024. We expect to hire incremental staff in strategic roles to support the launches of our new product lines and continued growth throughout 2026
New
Gain (loss) on customer reward liability and digital assets - rewards treasury
New
Convertible note issuance costs and fees relates to the March 2025 SPA including the March 2025 Warrants and Closing Shares. The total issuance costs expensed were $9.6 million for the year ended December 31, 2025
New
Liquidity and capital resources
New
relates to loss on extinguishment of debt, and $0.9 million relates to fair value adjustments on convertible debt instruments
New
For the year ended December 31, 2025 and 2024
New
Cash flows from operating activities
New
Cash flows from investing activities
New
Cash flows from financing activities
New
Off-Balance Sheet Financing Arrangements
New
Critical Accounting Estimates
New
Material impact: The accounting estimate must involve a significant degree of estimation uncertainty and have a material impact on the financial condition or operating performance as presented in the financial statements
New
Simple agreements for future equity ("SAFEs")
New
Convertible notes and warrants
New
The fair value of the December 2024 Investor Note and June 2025 Amended Investor Note included the fair value of the conversion option as well as the discounted future contractually obligated cash flows under scenarios in which the Company achieved or did not achieve a public offering
New
Stock-based compensation expense
New
Opinion on the Financial Statements
New
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
New
Background and Business Combination
New
Notes to Financial Statements
New
Level 1 - Quoted prices for identical assets or liabilities in active markets
New
Cash and cash equivalents
New
Accounts receivable, net of current expected credit losses
New
We did not have any counterparties with transactions or balances comprising more than 10% of revenues or accounts receivable, net as of and for the years ended December 31, 2025 or December 31, 2024
New
Safeguarding customer digital assets and liabilities
New
Capitalized software development costs, net
New
Impairment of long-lived assets
New
Deferred transaction costs asset
New
Customer rewards liability
New
accompanying statements of operations. The liability is derecognized when the Reward is redeemed by the user and delivered to the user's bitcoin wallet
New
Convertible note, net and warrants
New
Exchange or Modification of Debt
New
Banking and payments – subscriptions
New
Banking and payments – debit card program
New
Banking and payments – Visa incentive
New
Banking and payments – merchant offers
New
Custody and trading - Exchange
New
Fold offers the Fold Bitcoin Gift Card, which allows customers to purchase USD-denominated gift cards through the Fold App, online gift card distributors, and brick-and-mortar retail locations. Customers can redeem Fold Bitcoin Gift Cards for bitcoin through the Fold App
New
Share-based compensation expense
New
Other selling, general and administrative expense
New
Recently adopted accounting pronouncements
New
Recently issued accounting pronouncements not yet adopted
New
Disaggregation of revenue
New
(2) The bitcoin received from the March 2025 Investor Note is net of prepaid interest. Refer to Note 10 for additional details
New
6. PREPAID EXPENSES AND OTHER CURRENT ASSETS
New
7. CUSTOMER REWARDS LIABILITY
New
for the year ended December 31, 2024 was $ 0.2 million, comprised of a nominal accrual of contractual interest expense and $ 0.2 milli on of amortization of the debt discount and debt issuance costs
New
During the year ended December 31, 2025, the Company recorded a $ 11.8 million gain due to changes in fair value of the March 2025 Investor Note
New
Two Prime Credit Facility
New
Each loan bears interest at the rate specified in the applicable term sheet and are repayable in USD. The Master Loan Agreement contains customary representations, covenants, collateral requirements, tax and indemnification provisions, and events of default
New
2025 Employee Share Purchase Plan
New
2025 Equity Line of Credit
New
12. SHARE-BASED COMPENSATION EXPENSE
New
Determination of fair value
New
June 2025 Amended Investor Note
New
For the year ended December 31, 2025, the significant reconciling items, as noted in the table above, are primarily due to non-deductible/non-taxable items partially offset by the change in valuation allowance
New
Net deferred tax asset (liability)
New
As of December 31, 2025 and 2024 , the Company has federal R&D credit carryforwards of $ 0.4 million and $ 0.4 million, respectively, which expire in 204 0 through 2045
New
15. FAIR VALUE MEASUREMENTS
New
Simple Agreements for Future Equity
New
March 2025 Convertible Note
New
16. CUSTODY OF DIGITAL ASSETS
New
Potentially dilutive securities attributable to outstanding unvested RSUs are excluded from the calculation of diluted net income per share as t he effect of the incremental Common Stock would be anti-dilutive and are therefore excluded from the income loss per share calculation
New
Bold Technologies Intellectual Property Asset Acquisition
New
On February 26, 2026, in connection with the closing of the Purchase Agreement, the Company repaid the March 2025 Investor Note with 500 bitcoin. No penalties or fees we re incurred in connection with the termination
New
Evaluation of Disclosure Controls and Procedures
New
Management’s Report on Internal Control Over Financial Reporting
New
We did not design or operate effective controls surrounding our complex debt and equity transactions
New
We have engaged consultants to assist with reviewing our internal controls over financial reporting controls to address gaps in the design and operating effectiveness of our internal controls, including controls specific to management's review of work performed by third party consultants
New
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis
New
Engaged external consultants to assess the Company's internal controls over financial reporting and IT general controls, and to assist in the design and implementation of a formal top-down risk assessment framework to identify, monitor, and test controls across the Company's financial reporting processes
New
Changes in Internal Controls Over Financial Reporting
New
Inherent Limitations on the Effectiveness of Controls
New
Rule 10b5-1 Trading Plans
New
Item 10. Dir ectors, Executive Officers and Corporate Governance
New
Item 1 1. Executive Compensation
New
of Certain Beneficial Owners and Management and Related Stockholder Matters
New
Item 13. Certai n Relationships and Related Transactions, and Director Independence
New
Ite m 14. Principal Accounting Fees and Services
New
Ite m 15. Exhibits, Financial Statement Schedules
New
Financial Statements Schedules
New
Amendment to the Sponsor Share Restriction Agreement, dated February 14, 2025, by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors LLC (incorporated by reference to Exhibit 10.18 to the Company's Current Report on Form 8-K filed with the SEC on February 14, 2025)
New
Registration Rights Agreement, dated June 16, 2025, by and among Fold Holdings, Inc. and the investor party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2025)
New
^ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request

Dropped

DroppedRisks Related to our Business and Industry
Our operating results have and will significantly fluctuate, including due to the highly volatile nature of Bitcoin
Operating results fluctuate due to the volatile price of Bitcoin.
DroppedRisks Related to our Business and Industry
As a result of these factors, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term
Difficulty forecasting growth trends and evaluating future prospects accurately.
DroppedRisks Related to our Business and Industry
We are subject to an extensive, highly-evolving and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition
Subject to an extensive, uncertain regulatory landscape governing financial services and bitcoin.
DroppedRisks Related to our Business and Industry
Our relationships with bank partners in the United States may subject us and our partners to additional regulatory scrutiny
U.S. banking regulators increased scrutiny of bank partnerships with third-party providers.
DroppedRisks Related to our Business and Industry
We may be subject to additional regulatory scrutiny due to the recent bankruptcy case of Synapse Financial Technologies, Inc
Potential regulatory scrutiny stemming from the Synapse Financial Technologies bankruptcy.
DroppedRisks Related to our Business and Industry
Changes in card network rules or standards could adversely affect our business
Changes in Visa card network rules or standards could adversely affect the business.
DroppedRisks Related to our Business and Industry
We operate in a highly competitive industry and we compete against companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively
Competition against companies with greater financial and other resources.
DroppedRisks Related to our Business and Industry
If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results, and financial condition could be adversely affected
Need to develop innovative products to keep pace with the rapidly evolving market.
DroppedRisks Related to our Business and Industry
If we cannot keep pace with rapid industry changes to provide new and innovative products and services, the use of our products and services, and consequently our net revenue, could decline, which could adversely impact our business, operating results, and financial condition
Risk that inability to keep pace with rapid industry changes could reduce net revenue.
DroppedRisks Related to our Business and Industry
Loss of a critical banking or insurance relationship could adversely impact our business, operating results, and financial condition
Loss of a critical banking or insurance relationship could adversely impact the business.
DroppedRisks Related to our Business and Industry
Any significant disruption in our products and services, in our information technology systems, or in blockchain networks related to our business, could result in a loss of customers or funds and adversely impact our brand and reputation and our business, operating results, and financial condition
Disruptions in products, IT systems, or blockchain networks could cause customer loss.
DroppedRisks Related to our Business and Industry
Our or our third-party partners’ failure to safeguard and manage our and our customers’ fiat currencies and Bitcoin could adversely impact our business, operating results, and financial condition
Failure by third-party partners Sutton Bank and BitGo to safeguard cash and Bitcoin.
DroppedRisks Related to our Business and Industry
Bitcoin held on behalf of our customers is stored in one of three places: (1) directly at Fortress; (2) directly at BitGo, or (3) at BitGo in a sub-custodial arrangement with Fortress
DroppedRisks Related to our Business and Industry
As of December 31, 2024, 1% of Fold customer Bitcoin was held directly at Fortress, 22% was held directly at BitGo, and 77% was held at BitGo in a sub-custodial capacity for Fortress
DroppedRisks Related to our Business and Industry
Our and our customers’ Bitcoin could be subject to risk in the event of an insolvency of one of our Bitcoin Service Providers
DroppedRisks Related to our Business and Industry
With regards to Bitcoin held on behalf of our customers, approximately 95% is retained in multi-signature cold storage wallets at any given time, while the remaining assets are held in hot wallets used to facilitate customer withdrawals and other real-time operational needs
DroppedRisks Related to our Business and Industry
If we fail to retain existing customers or add new customers, or if our customers decrease their level of engagement with our products, services and platform, our business, operating results, and financial condition may be significantly harmed
DroppedRisks Related to our Business and Industry
Our operating expenses may increase in the future and we may not be able to achieve profitability or positive cash flow from operations on a consistent basis, which may cause our business, operating results, and financial condition to be adversely impacted
DroppedRisks Related to our Business and Industry
If we do not effectively scale our business, or are unable to maintain and improve our systems and processes, our operating results could be adversely affected
DroppedRisks Related to our Business and Industry
Our services must integrate with a variety of operating systems. If we are unable to ensure that our services or hardware interoperate with such operating systems and devices, our business may be materially and adversely affected
DroppedRisks Related to our Business and Industry
Our strategy and focus on delivering high-quality, compliant, easy-to-use, and secure Bitcoin-related financial services may not maximize short-term or medium-term financial results
DroppedRisks Related to our Business and Industry
Due to our limited operating history, it may be difficult to evaluate our business and future prospects, and we may not be able to achieve or maintain profitability in any given period
DroppedRisks Related to our Business and Industry
Disputes with our customers could adversely impact our brand and reputation and our business, operating results, and financial condition
DroppedRisks Related to our Business and Industry
We may from time to time make acquisitions and investments, which could require significant management attention, disrupt our business, result in dilution to our stockholders, and adversely affect our financial results
DroppedRisks Related to our Business and Industry
Our business could be harmed if we are unable to accurately forecast customer demand for Bitcoin and to adequately manage our Bitcoin balances, including the Bitcoin balances we maintain for our own account or Bitcoin balances that may be maintained for use in our rewards program
DroppedRisks Related to our Business and Industry
Our investments in Bitcoin are subject to volatile market prices and risks of loss
DroppedRisks Related to our Business and Industry
If we fail to develop, maintain, and enhance our brand and reputation, our business, operating results, and financial condition may be adversely affected
DroppedRisks Related to our Business and Industry
Our long-term success depends on our ability to develop products and services to address the rapidly evolving market for payments and financial services, and, if we are not able to implement successful enhancements and new features for our products and services, our business could be materially and adversely affected
DroppedRisks Related to our Business and Industry
Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose
DroppedRisks Related to our Business and Industry
Unfavorable media coverage could negatively affect our business
DroppedRisks Related to our Business and Industry
Our products and services may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, sanctions violations, tax evasion, and scams. If any of our customers use our products or services to further such illegal activities, our business could be adversely affected
DroppedRisks Related to our Business and Industry
Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition
DroppedRisks Related to our Business and Industry
We may suffer losses due to abrupt and erratic market movements
DroppedRisks Related to Bitcoin
Due to unfamiliarity and some negative publicity associated with Bitcoin products and services, confidence or interest in our platforms may decline
DroppedRisks Related to Bitcoin
Transferring Bitcoin on the Bitcoin blockchain involves risks, which could result in loss of customer assets or our proprietary assets, customer disputes and other liabilities, which could adversely impact our business
DroppedRisks Related to Bitcoin
A temporary or permanent blockchain “fork” to Bitcoin could adversely affect our business
DroppedRisks Related to Bitcoin
Future developments regarding the treatment of crypto assets for U.S. and foreign tax purposes could adversely impact our business
DroppedRisks Related to Bitcoin
Our tax information reporting obligations with respect to Bitcoin transactions are subject to change
DroppedRisks Related to Bitcoin
The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies on certain topics. If financial accounting standards undergo significant changes, our operating results could be adversely affected
DroppedRisks Related to Government Regulation and Privacy Matters
The regulatory environment in which the consumer finance industry operates could have a material adverse effect on our business and operating results
DroppedRisks Related to Government Regulation and Privacy Matters
Bitcoin is subject to regulatory authority by the CFTC. Any fraudulent or manipulative activity in Bitcoin occurring through our products and services could subject us to increased regulatory scrutiny, regulatory enforcement, and litigation
DroppedRisks Related to Government Regulation and Privacy Matters
If we or our third-party providers fail to protect confidential information and/or experience cybersecurity incidents, there may be damage to our brand and reputation, material financial penalties, and legal liability, which would materially adversely affect our business, results of operations, and financial condition
DroppedRisks Related to Third Parties
We rely on our program agreement with Sutton Bank to offer our Fold prepaid card product. If our relationship with Sutton Bank were to end, the ability to continue to offer our card product would be affected, which could affect our financial and business results
DroppedRisks Related to Third Parties
We currently rely on third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our customers
DroppedRisks Related to Third Parties
We rely on our agreements with Fortress and BitGo to offer our Bitcoin-related services. If our relationship with either Fortress or BitGo were to end, the ability to continue to offer our Bitcoin services would be affected, which could affect our financial and business results
DroppedRisks Related to Third Parties
Our customers enter into agreements directly with Sutton Bank and our Bitcoin Service Providers
DroppedRisks Related to Third Parties
We are subject to risks related to the banking and financial services ecosystem, and to our banking and crypto service providers specifically
DroppedRisks Related to Third Parties
Any change to the Bitcoin Service Providers’ fee schedules could adversely impact our business
DroppedRisks Related to Third Parties
We are subject to economic and geopolitical risk, business cycles, and the overall level of consumer, business and government spending, which could negatively affect our business, financial condition, results of operations, and cash flows
DroppedRisks Related to Third Parties
We depend on major mobile operating systems and third-party platforms for the distribution of certain products. If Google Play, the Apple App Store, or other platforms prevent customers from downloading our apps, our ability to grow may be adversely affected
DroppedRisks Related to Intellectual Property
Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition
DroppedRisks Related to Intellectual Property
We may be sued by third parties for alleged infringement of their intellectual property rights
DroppedRisks Related to Intellectual Property
Our platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could harm our business
DroppedRisks Related to Our Employees and Other Service Providers
The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely impact our business, operating results, and financial condition
DroppedRisks Related to Our Employees and Other Service Providers
Our culture emphasizes innovation, and if we cannot maintain this culture, our business and operating results could be adversely impacted
DroppedRisks Related to Our Employees and Other Service Providers
In the event of employee or service provider misconduct or error, our business may be adversely impacted
DroppedRisks Related to Our Employees and Other Service Providers
Adverse economic conditions may adversely affect our business
DroppedRisks Related to Our Employees and Other Service Providers
We are a remote-first company which subjects us to heightened operational risks
DroppedRisks Related to Our Employees and Other Service Providers
Environmental, social and governance factors may impose additional costs and expose us to new risks
DroppedRisks Related to Our Employees and Other Service Providers
Changes in U.S. and foreign tax laws, as well as the application of such laws, could adversely impact our financial position and operating results
DroppedRisks Related to Our Employees and Other Service Providers
Our ability to use our deferred tax assets may be subject to certain limitations under U.S. or foreign law
DroppedRisks Related to Our Employees and Other Service Providers
If our estimates or judgment relating to our critical accounting estimates prove to be incorrect, our operating results could be adversely affected
DroppedRisks Related to Our Employees and Other Service Providers
We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as terrorism, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster
DroppedRisks Related to Our Employees and Other Service Providers
We might require additional capital to support business growth, and this capital might not be available
DroppedRisks Related to Being a Public Company Following the Business Combination
The market price of shares of our common stock may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment
DroppedRisks Related to Being a Public Company Following the Business Combination
We do not intend to pay dividends on our common stock for the foreseeable future
DroppedRisks Related to Being a Public Company Following the Business Combination
If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our common stock could decline
DroppedRisks Related to Being a Public Company Following the Business Combination
Our issuance of additional shares of common stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price
DroppedRisks Related to Being a Public Company Following the Business Combination
If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our common stock may decline
DroppedRisks Related to Being a Public Company Following the Business Combination
Our management has limited experience in operating a public company
DroppedRisks Related to Being a Public Company Following the Business Combination
Changes to, or changes to interpretations of, the U.S. federal, state, local or other jurisdictional tax laws could have a material adverse effect on our business, financial condition and results of operations
DroppedRisks Related to Being a Public Company Following the Business Combination
If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline, which could contribute to the loss of all or part of your investment
DroppedRisks Related to Being a Public Company Following the Business Combination
We cannot assure you that our securities will continue to be listed on Nasdaq in the future. In order to continue listing our securities on Nasdaq, we must maintain certain financial, distribution and stock price levels
DroppedRisks Related to Being a Public Company Following the Business Combination
Future resales of our securities may cause the market price of such securities to drop significantly, even if our business is doing well
DroppedRisks Related to Being a Public Company Following the Business Combination
We may issue additional shares or other equity securities without your approval, which would dilute your ownership interest and may depress the market price of our securities
DroppedRisks Related to Being a Public Company Following the Business Combination
Fluctuations in operating results, quarter to quarter earnings and other factors, including incidents involving customers and negative media coverage, may result in significant decreases in the price of our securities
DroppedRisks Related to Being a Public Company Following the Business Combination
An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities
DroppedRisks Related to Being a Public Company Following the Business Combination
Our organizational documents provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law
DroppedRisks Related to Being a Public Company Following the Business Combination
We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our securities may be less attractive to investors
DroppedRisks Related to Being a Public Company Following the Business Combination
Anti-takeover provisions contained in our Charter and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt
DroppedRisks Related to Being a Public Company Following the Business Combination
These provisions, alone or together, could delay hostile takeovers and changes in control of us or changes in the Board and management
DroppedRisks Related to Being a Public Company Following the Business Combination
Our business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact its stock price
DroppedRisks Related to Being a Public Company Following the Business Combination
The Public Warrants have become exercisable for shares of our Common Stock, which exercise could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders
DroppedRisks Related to Being a Public Company Following the Business Combination
We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless
DroppedRisks Related to Being a Public Company Following the Business Combination
A 1% U.S. federal excise tax may be imposed on us in connection with our redemptions of our shares in connection with redemptions pursuant to the Business Combination

All 104 risk factors

Headings as the filing states them, in filing order.

Other

01through design and user experience updates, refinement of our systems architecture, scaling our customer support services, expanding our rewards network, and adding strategic partnershipsNew
02In January 2026, we introduced the Employee Bitcoin Bonus program, which allows participating employers to offer bitcoin bonuses to their employee base and manage those assets through Fold, and announced Steak 'n Shake as our first partner for this programNew
03In addition to our product strategy, we intend to grow our customer base, transaction volume, and revenues through increased investment into organic and paid marketing channels that have proven successful to-dateNew
04As of December 31, 2025, we held approximately 1,606 BTC in our bitcoin treasury which had a market value of $140.5 million based on the market price of bitcoin on the Coinbase exchange at 11:59:59 p.m. UTC time on December 31, 2025, which was approximately $87.5 thousandNew
05Transaction Volume is inclusive of deposits, spend, and withdrawals across our platform and are inclusive of both fiat (“USD”) and bitcoin (“BTC”) transaction volumes. We consider Transaction Volume a key operating metric as the majority of our revenues are derived from these volumesNew
06Banking and payments revenueNew
07Custody and trading revenueNew
08this liability recorded within 'Gain (Loss) on customer rewards liability' in our accompanying statements of operations. The liability is derecognized when the Revenue Reward is redeemed by the user and delivered to the user's bitcoin walletNew
09Sales returns and allowancesNew
10Banking and payment costsNew
11Custody and trading costs consist primarily of licensing, servicing, and custodial fees related to our bitcoin exchange product. Some custody and trading costs scale in proportion to our volumesNew
12in our accompanying statements of operations. The liability is derecognized when the reward is claimed by the user and delivered to the user's external bitcoin walletNew
13Gain (loss) on customer rewards liabilityNew
14Gain (loss) on digital assets - rewards treasuryNew
15Other selling, general and administrative expensesNew
16Gain (loss) on digital assets - investment treasuryNew
17Change in fair value of SAFEsNew
18(i) Not meaningful ("NM")New
19Banking and payments costsNew
20Custody and trading costsNew
21Payroll expenses increased in correlation with our increased employee headcount, which was 40 employees as of December 31, 2025 and 28 employees as of December 31, 2024. We expect to hire incremental staff in strategic roles to support the launches of our new product lines and continued growth throughout 2026New
22Gain (loss) on customer reward liability and digital assets - rewards treasuryNew
23Convertible note issuance costs and fees relates to the March 2025 SPA including the March 2025 Warrants and Closing Shares. The total issuance costs expensed were $9.6 million for the year ended December 31, 2025New
24Liquidity and capital resourcesNew
25relates to loss on extinguishment of debt, and $0.9 million relates to fair value adjustments on convertible debt instrumentsNew
26For the year ended December 31, 2025 and 2024New
27Cash flows from operating activitiesNew
28Cash flows from investing activitiesNew
29Cash flows from financing activitiesNew
30Off-Balance Sheet Financing ArrangementsNew
31Critical Accounting EstimatesNew
32Material impact: The accounting estimate must involve a significant degree of estimation uncertainty and have a material impact on the financial condition or operating performance as presented in the financial statementsNew
33Simple agreements for future equity ("SAFEs")New
34Convertible notes and warrantsNew
35The fair value of the December 2024 Investor Note and June 2025 Amended Investor Note included the fair value of the conversion option as well as the discounted future contractually obligated cash flows under scenarios in which the Company achieved or did not achieve a public offeringNew
36Stock-based compensation expenseNew
37Opinion on the Financial StatementsNew
381. ORGANIZATION AND DESCRIPTION OF BUSINESSNew
39Background and Business CombinationNew
40Notes to Financial StatementsNew
41Level 1 - Quoted prices for identical assets or liabilities in active marketsNew
42Cash and cash equivalentsNew
43Accounts receivable, net of current expected credit lossesNew
44We did not have any counterparties with transactions or balances comprising more than 10% of revenues or accounts receivable, net as of and for the years ended December 31, 2025 or December 31, 2024New
45Safeguarding customer digital assets and liabilitiesNew
46Capitalized software development costs, netNew
47Impairment of long-lived assetsNew
48Deferred transaction costs assetNew
49Customer rewards liabilityNew
50accompanying statements of operations. The liability is derecognized when the Reward is redeemed by the user and delivered to the user's bitcoin walletNew
51Convertible note, net and warrantsNew
52Exchange or Modification of DebtNew
53Banking and payments – subscriptionsNew
54Banking and payments – debit card programNew
55Banking and payments – Visa incentiveNew
56Banking and payments – merchant offersNew
57Custody and trading - ExchangeNew
58Fold offers the Fold Bitcoin Gift Card, which allows customers to purchase USD-denominated gift cards through the Fold App, online gift card distributors, and brick-and-mortar retail locations. Customers can redeem Fold Bitcoin Gift Cards for bitcoin through the Fold AppNew
59Share-based compensation expenseNew
60Other selling, general and administrative expenseNew
61Recently adopted accounting pronouncementsNew
62Recently issued accounting pronouncements not yet adoptedNew
63Disaggregation of revenueNew
64(2) The bitcoin received from the March 2025 Investor Note is net of prepaid interest. Refer to Note 10 for additional detailsNew
656. PREPAID EXPENSES AND OTHER CURRENT ASSETSNew
667. CUSTOMER REWARDS LIABILITYNew
67for the year ended December 31, 2024 was $ 0.2 million, comprised of a nominal accrual of contractual interest expense and $ 0.2 milli on of amortization of the debt discount and debt issuance costsNew
68During the year ended December 31, 2025, the Company recorded a $ 11.8 million gain due to changes in fair value of the March 2025 Investor NoteNew
69Two Prime Credit FacilityNew
70Each loan bears interest at the rate specified in the applicable term sheet and are repayable in USD. The Master Loan Agreement contains customary representations, covenants, collateral requirements, tax and indemnification provisions, and events of defaultNew
712025 Employee Share Purchase PlanNew
722025 Equity Line of CreditNew
7312. SHARE-BASED COMPENSATION EXPENSENew
74Determination of fair valueNew
75June 2025 Amended Investor NoteNew
76For the year ended December 31, 2025, the significant reconciling items, as noted in the table above, are primarily due to non-deductible/non-taxable items partially offset by the change in valuation allowanceNew
77Net deferred tax asset (liability)New
78As of December 31, 2025 and 2024 , the Company has federal R&D credit carryforwards of $ 0.4 million and $ 0.4 million, respectively, which expire in 204 0 through 2045 New
7915. FAIR VALUE MEASUREMENTSNew
80Simple Agreements for Future EquityNew
81March 2025 Convertible NoteNew
8216. CUSTODY OF DIGITAL ASSETSNew
83Potentially dilutive securities attributable to outstanding unvested RSUs are excluded from the calculation of diluted net income per share as t he effect of the incremental Common Stock would be anti-dilutive and are therefore excluded from the income loss per share calculationNew
84Bold Technologies Intellectual Property Asset AcquisitionNew
85On February 26, 2026, in connection with the closing of the Purchase Agreement, the Company repaid the March 2025 Investor Note with 500 bitcoin. No penalties or fees we re incurred in connection with the terminationNew
86Evaluation of Disclosure Controls and ProceduresNew
87Management’s Report on Internal Control Over Financial ReportingNew
88We did not design or operate effective controls surrounding our complex debt and equity transactionsNew
89We have engaged consultants to assist with reviewing our internal controls over financial reporting controls to address gaps in the design and operating effectiveness of our internal controls, including controls specific to management's review of work performed by third party consultantsNew
90A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basisNew
91Engaged external consultants to assess the Company's internal controls over financial reporting and IT general controls, and to assist in the design and implementation of a formal top-down risk assessment framework to identify, monitor, and test controls across the Company's financial reporting processesNew
92Changes in Internal Controls Over Financial ReportingNew
93Inherent Limitations on the Effectiveness of ControlsNew
94Rule 10b5-1 Trading PlansNew
95Item 10. Dir ectors, Executive Officers and Corporate GovernanceNew
96Item 1 1. Executive CompensationNew
97of Certain Beneficial Owners and Management and Related Stockholder MattersNew
98Item 13. Certai n Relationships and Related Transactions, and Director IndependenceNew
99Ite m 14. Principal Accounting Fees and ServicesNew
100Ite m 15. Exhibits, Financial Statement SchedulesNew
101Financial Statements SchedulesNew
102Amendment to the Sponsor Share Restriction Agreement, dated February 14, 2025, by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors LLC (incorporated by reference to Exhibit 10.18 to the Company's Current Report on Form 8-K filed with the SEC on February 14, 2025)New
103Registration Rights Agreement, dated June 16, 2025, by and among Fold Holdings, Inc. and the investor party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2025)New
104^ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its requestNew

Other Fold Holdings 10-Ks

FY2024 10-K risk factors
85 risks
Fold Holdings is heavily exposed to Bitcoin price volatility, regulatory uncertainty, and reliance on banking partners like Sutton Bank. The company maintains significant Bitcoin reserves in treasury and relies on third-party custodians like BitGo and Fortress.
Filed Mar 28, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.