8-K/A: Fold Holdings Corrects Error, Files Audited Financials for Legacy Fold After SPAC Merger

Fold Holdings, Inc. files an amendment to its previous 8-K report to include audited financial statements and management's discussion for Legacy Fold as of December 31, 2024, and 2023, following its merger with FTAC Emerald Acquisition Corp.

Summary

• Fold Holdings, Inc. filed an amendment to its previous 8-K report to correct a clerical error and include audited financial statements of Legacy Fold as of December 31, 2024, and 2023.
• The amendment includes management's discussion and analysis of financial condition and results of operations for the same periods.
• The company completed a merger with FTAC Emerald Acquisition Corp. on February 14, 2025, and now operates under the name Fold Holdings, Inc. (FLD and FLDDW).
• Legacy Fold's revenue increased by 10% from $21.5 million in 2023 to $23.8 million in 2024.
• The company experienced a net loss of $65.1 million in 2024, compared to a net loss of $7.2 million in 2023, primarily due to fair value adjustments on SAFEs.
• As of December 31, 2024, Fold had $18.3 million in cash and cash equivalents and held 1,094 bitcoin in its treasury, valued at $102.1 million.
• The company has a history of net operating losses and an accumulated deficit of $101.3 million.
• Fold entered into a Securities Purchase Agreement in December 2024, issuing a Senior Secured Convertible Note for $20.0 million.
• In March 2025, Fold entered into another Securities Purchase Agreement, issuing a Senior Secured Convertible Note for $46.3 million funded with 475 bitcoin.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While revenue increased, the significant net loss and reliance on future capital raises raise concerns. The successful SPAC merger and strategic bitcoin treasury are positive aspects.

Positives

• Legacy Fold's revenue increased by 10% from $21.5 million in 2023 to $23.8 million in 2024, driven primarily by merchant offers.
• Net revenues from custody and trading increased 534% from a nominal amount for the year ended December 31, 2023 to $0.2 million for the year ended December 31, 2024.
• The company added more than 25,000 new Active Accounts, bringing total Active Accounts to more than 590,000 during the year ended December 31, 2024.
• Fold has achieved a low customer acquisition cost (CAC) of less than $10 per Active Account since inception.
• As of March 28, 2025, Fold has accumulated more than 1,485 bitcoin in its Investment Treasury.

Negatives

• The company experienced a net loss of $65.1 million in 2024, compared to a net loss of $7.2 million in 2023, primarily due to fair value adjustments on SAFEs.
• The company has a history of net operating losses and an accumulated deficit of $101.3 million.
• The company is reliant on future capital raises to fund operations.

Risks

• The company has a history of net operating losses and an accumulated deficit of $101.3 million.
• The company's ability to meet its cash requirements depends on various factors, including market acceptance of bitcoin and its products and services.
• The company may require additional capital in the future, which may not be available on acceptable terms or at all.
• Negative swings in the market price of bitcoin could have a material impact on the company's earnings and the carrying value of its digital assets.
• Macroeconomic trends, regulatory landscape, and technological innovation in the bitcoin space can impact the company's business.

Future Outlook

Fold intends to expand its existing offerings and introduce new products, including a bitcoin-rewards credit card, to further engage existing users and attract new customers. The company plans to increase investments in paid marketing and affiliate opportunities in 2025.

Management Comments

• Fold has been focused on ensuring the safety and security of our customer assets while also complying with regulatory guidance relevant to our business.
• We believe that a solid trust foundation is critical for continued user adoption and in building a positive brand image, both of which are crucial for our long-term success.
• We view our bitcoin holdings as a long-term strategic investment and not as a trading asset.

Industry Context

The announcement reflects the ongoing trend of cryptocurrency companies seeking public listings through SPAC mergers. The focus on bitcoin rewards and integration with traditional financial services positions Fold within the evolving landscape of crypto-adjacent financial products.

Comparison to Industry Standards

• The document mentions that Fold has achieved a low customer acquisition cost (CAC) of less than $10 per Active Account since inception, compared to industry averages of up to $300+ per customer for traditional financial service providers.
• Companies like Block (formerly Square) and Coinbase have significantly higher CACs, reflecting their broader service offerings and marketing strategies.
• Fold's focus on bitcoin rewards and debit card integration is similar to Block's Cash App, but with a specific emphasis on cryptocurrency.
• Coinbase, as a major cryptocurrency exchange, has a more diverse revenue stream but also faces higher regulatory and operational costs.

Stakeholder Impact

• Shareholders: The merger with FTAC Emerald and subsequent listing on Nasdaq provide liquidity and potential for future growth.
• Customers: The introduction of new products and features, such as the bitcoin-rewards credit card, enhances the value proposition for existing and potential users.
• Employees: The company plans to hire additional staff in strategic roles to support the launches of new product lines and continued growth.
• Creditors: The issuance of convertible notes provides additional capital but also increases the company's debt obligations.

Next Steps

• Launch of the Fold Bitcoin Rewards Credit Card in 2025.
• Expansion of the Custody and Trading program with support for larger orders and new states.
• Increased investment in paid marketing and affiliate opportunities.
• Continued accumulation of bitcoin in the Investment Treasury.

Key Dates

Keywords

Fold Holdings, Legacy Fold, Financial Statements, Audited Financials, SPAC Merger, Bitcoin, Cryptocurrency, Revenue, Net Loss, SAFEs, Convertible Note, Digital Assets, Treasury, FTAC Emerald