Fold (FLD) Registration filing summary

Company overview and business model

• Operates a financial services platform integrating U.S. dollars and bitcoin, offering FDIC-insured checking, debit and credit cards, bill payment, bitcoin gift cards, and merchant rewards via a mobile app.

• Partners with BitGo for bitcoin custody and exchange services in all 50 states, providing institutional-grade custody.

• Holds bitcoin in corporate treasury for rewards and as a long-term investment, aligning with customer interests.

• Launched new products in 2025–2026, including a bitcoin gift card, Employee Bitcoin Bonus program, and a limited-release bitcoin rewards credit card.

• Focuses on capital-efficient growth, organic and paid marketing, and expanding product offerings to drive user engagement and acquisition.

Financial performance and metrics

• Net revenue for 2025 was $31.8M, up 34% from $23.8M in 2024; operating loss for 2025 was $27.7M, compared to $5.8M in 2024.

• Adjusted EBITDA for 2025 was $(17.2)M, down from $(6.3)M in 2024, driven by higher professional fees, compensation, and marketing.

• As of June 30, 2026, cash and equivalents were $28.4M, with positive working capital of $17.8M.

• Bitcoin holdings declined from 1,606 BTC ($140.5M) at end-2025 to 271 BTC ($15.9M) at June 2026, due to sales for debt repayment and liquidity.

• Accumulated deficit reached $209.8M as of June 30, 2026.

Use of proceeds and capital allocation

• May receive up to $25M in gross proceeds from sales of common stock to Roth Principal Investments under a committed equity facility.

• Proceeds are intended for product development, working capital, and general corporate purposes, with management retaining broad discretion.

• Recent capital allocation included debt repayment, bitcoin purchases and sales, and investment in new product launches.