Fold Holdings, Inc. (FLD) - Q2 2026 10-Q Summary
Business Context and Reporting Period
This Quarterly Report on Form 10-Q covers the period ended June 30, 2026. Fold Holdings, Inc. is a financial services company integrating U.S. dollars and bitcoin, offering FDIC-insured checking, debit and credit cards, and bitcoin trading/custody. The company operates as a single segment and is classified as a non-accelerated filer and an emerging growth company.
Key Financial Metrics
| Metric | Q2 2026 (3 Months) | YTD 2026 (6 Months) | YTD 2025 (6 Months) |
|---|---|---|---|
| Net Revenue | $6.09 million | $11.68 million | $15.26 million |
| Operating Loss | $(7.77) million | $(15.60) million | $(15.83) million |
| Net Loss | $(9.65) million | $(38.82) million | $(35.45) million |
| Net Loss Per Share (Basic/Diluted) | $(0.19) | $(0.76) | $(0.98) |
| Cash and Cash Equivalents | $28.39 million | $28.39 million | $7.65 million (Dec 31, 2025) |
| Total Assets | $52.49 million | $52.49 million | $153.47 million (Dec 31, 2025) |
| Total Liabilities | $21.24 million | $21.24 million | $90.48 million (Dec 31, 2025) |
| Bitcoin Holdings (Total) | 271 BTC ($15.86 million) | 271 BTC ($15.86 million) | 1,606 BTC ($140.53 million) |
Note: The significant decrease in total assets and liabilities compared to the prior year-end is primarily due to the sale of investment treasury bitcoin and the extinguishment of convertible notes.
Material Changes vs. Prior Period
- Revenue Decline: Net revenue decreased 26% quarter-over-quarter and 23% year-over-year (YTD). This was driven by a downturn in digital asset markets (bitcoin price dropping from ~$126k in Oct 2025 to ~$58k in Q2 2026), which reduced customer transaction volumes. Merchant offer revenue specifically declined 36% QoQ.
- Debt Restructuring: The company extinguished all previously outstanding convertible notes in February 2026. This included repaying the June 2025 Amended Investor Note ($27.5 million cash) and the March 2025 Investor Note (via transfer of 500 BTC). A new $13.0 million February 2026 Investor Note was issued to a related party.
- Bitcoin Treasury Sales: To fund debt repayments and operations, the company sold 632 BTC in June 2026 for $44.7 million. This reduced the Investment Treasury from 1,527 BTC (Dec 2025) to 194 BTC (June 2026).
- Legal Settlement: The company recorded a $1.37 million legal settlement expense related to the PCT Litigation Trust, settled via a payment of 23.5 BTC.
- Operating Expenses: Total operating expenses decreased 4% QoQ and 12% YTD, largely due to lower banking and payments costs correlating with reduced merchant offer volumes.
Guidance, Outlook, and Risks
- Nasdaq Compliance: On July 14, 2026, the company received a deficiency notice from Nasdaq for failing to maintain a minimum bid price of $1.00 per share. The Board has authorized seeking shareholder approval for a reverse stock split (ratio 2-for-1 to 50-for-1) to regain compliance by January 11, 2027.
- Product Strategy: Management plans to roll out the Fold Credit Card to a larger customer base and expand the Employee Bitcoin Bonus program. They intend to invest in paid marketing to drive growth.
- Liquidity: As of June 30, 2026, the company holds $28.4 million in cash and has a $45.0 million revolving credit facility (currently unutilized) and a $250 million equity purchase facility (ATM). Management believes these resources are sufficient for operations for the next 12 months.
- Internal Controls: The company disclosed a material weakness in internal control over financial reporting related to complex debt and equity transactions. Remediation efforts are underway.
- Risks: Key risks include volatility in bitcoin valuation, regulatory uncertainty, reliance on third-party partners (e.g., BitGo), and the potential delisting from Nasdaq if compliance is not regained.
Investor Verification Checklist
- Reverse Stock Split Approval: Verify the outcome of the shareholder vote regarding the proposed reverse stock split to cure the Nasdaq deficiency.
- Bitcoin Price Sensitivity: Assess the impact of continued bitcoin price volatility on the company's revenue (transaction volumes) and the valuation of its remaining 271 BTC treasury.
- Debt Covenants: Review the terms of the new February 2026 Investor Note, specifically the mandatory repayment triggers tied to bitcoin price thresholds ($37k-$45k).
- Remediation of Material Weakness: Monitor future filings for confirmation that the material weakness in internal controls regarding complex financial instruments has been remediated.
- Credit Card Rollout: Track the adoption rates and revenue contribution of the newly launched Fold Credit Card to determine if it can offset declines in merchant offer revenue.