8-K/A: Fold Holdings Files Amendment No. 1 to Form 8-K/A Including Audited Financials for Legacy Fold

Fold Holdings, Inc. files an amendment to its previous report to include audited financial statements and management's discussion and analysis for Legacy Fold for the years ended December 31, 2024 and 2023.

Summary

• Fold Holdings, Inc. has filed an amendment to its previous report on Form 8-K/A to include the audited financial statements of Legacy Fold as of and for the years ended December 31, 2024 and 2023.
• The amendment also includes the Management's Discussion and Analysis of Financial Condition and Results of Operations of Legacy Fold for the same period.
• The original report was filed on February 14, 2025, and this amendment does not change any other item or provide updates on developments after that date.
• Legacy Fold's financial statements show cash and cash equivalents of $18.3 million as of December 31, 2024, compared to $1.5 million in 2023.
• The company's total assets were $125.7 million in 2024, significantly up from $8.7 million in 2023.
• Legacy Fold reported a net loss of $65.1 million for 2024, compared to a net loss of $7.2 million in 2023.
• Revenues increased from $21.5 million in 2023 to $23.8 million in 2024.
• The company's accumulated deficit was $101.3 million as of December 31, 2024.
• As of March 28, 2025, Fold has accumulated more than 1,485 bitcoin in its Investment Treasury.
• The company expects to launch a bitcoin-rewards credit card in 2025.

Sentiment

Score: 6

Explanation: While revenue increased and the company is launching new products, the significant increase in net loss and accumulated deficit tempers the positive aspects. The company's bitcoin treasury strategy and low customer acquisition costs are also positive indicators.

Positives

• Cash and cash equivalents increased significantly to $18.3 million in 2024 from $1.5 million in 2023.
• Total assets surged to $125.7 million in 2024, a substantial increase from $8.7 million in 2023.
• Revenues saw a rise to $23.8 million in 2024 from $21.5 million in 2023.
• The company expects to launch a bitcoin-rewards credit card in 2025.
• 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.

Negatives

• The company experienced a net loss of $65.1 million in 2024, compared to a $7.2 million loss in 2023.
• The accumulated deficit reached $101.3 million by the end of 2024.

Risks

• The company has a history of net operating losses and an accumulated deficit.
• The company may require additional capital to pursue business opportunities.
• The company's ability to meet its requirements and plans for cash will depend on market acceptance of bitcoin and its products and services.
• 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.

Future Outlook

Fold plans to expand its existing offerings and introduce new products, including a bitcoin-rewards credit card, to attract new customers and increase engagement. The company also intends 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 highlights Fold's position as a pioneer in bitcoin consumer financial services, emphasizing trust and security in contrast to failures in the broader crypto space. The company's bitcoin treasury strategy aligns its corporate goals with its product offerings, reflecting a growing trend of corporate adoption of bitcoin.

Comparison to Industry Standards

• Fold's customer acquisition cost (CAC) of less than $10 per active account is significantly lower than the industry average of $300+ per customer for traditional financial service providers.
• Companies like Block (formerly Square) and Coinbase also offer bitcoin-related services, but Fold differentiates itself through its focus on integrating bitcoin into everyday financial activities.
• Other companies with bitcoin treasury strategies include MicroStrategy and Tesla, but Fold's approach is unique in that it directly aligns with its customer rewards program.

Related Party Transactions

• During the year ended December 31, 2024, the Company entered into a SAFE with Thesis Inc., a principal shareholder of the Company, totaling $1.0 million.

Stakeholder Impact

• Shareholders will be impacted by the merger with FTAC Emerald and the conversion of preferred stock and SAFEs into common shares.
• Customers will benefit from new products and features, such as the bitcoin-rewards credit card and the ACH bill payments program.
• Employees may be impacted by potential hiring in strategic roles to support new product launches.

Next Steps

• Fold plans to launch a bitcoin-rewards credit card in 2025.
• The company intends to grow its customer base and transaction volume through increased investment in marketing channels.
• Fold will continue to pursue additional bitcoin accumulation opportunities for its Investment Treasury.

Key Dates

Keywords

bitcoin, financial statements, Legacy Fold, audited financials, cryptocurrency, Form 8-K/A, financial results, Fold Holdings, investment treasury, convertible note, SAFEs