Revenues:
Transaction Volumes down 32% YoY
More than 1,000 Fold Bitcoin Credit Cards in Circulation
Restructuring fees on Bitcoin Gift Card to Drive Distribution
Q1 2026 Financial Highlights
- Revenue:
$5.6 million ; 21.1% YoY decrease - Net Loss:
($29.2) million - Adjusted EBITDA2 (Loss):
($5.8) million - Loss Per Share: (
$0.59 ) per share - Adjusted EBITDA (Loss) Per Share2: (
$0.12 ) per share Bitcoin Investment Treasury Holdings 1: 826 BTC
Q1 2026 Key Operating Metrics
- Total Transaction Volume:
$172 million ; 32% YoY decrease - Total Verified Accounts: nearly 85,000, added close to 2,000 new verified accounts in the quarter
CEO Commentary
“Q1 was a challenging quarter across the broader Bitcoin industry. Lower Bitcoin prices pressured transaction volumes, trading activity, and consumer engagement, and Fold saw that pressure in our results,” said Fold Chairman and CEO
He added, “The Bitcoin Gift Card also remains an important part of our growth strategy and continues to perform strongly. Through this product we have onboarded thousands of new customers and reengaged existing users through a familiar retail experience, and many of these users are now engaging across the broader Fold ecosystem. Our flagship relationship with Kroger has been a success, and we believe this model can scale nationally across additional retailers. To support that growth, we are restructuring our gift card economics with distribution partners to materially reduce customer friction and improve retail placement opportunities.”
Strategic & Business Updates:
- Fold Bitcoin Rewards Credit Card
- More than 1,000 cards now in circulation
- Expect continued distribution throughout the year; prioritizing the roughly 80,000 people on the waiting list
- Initial cohort data showing strong cross-product adoption
- The Fold Credit Card is powered by
Visa and Stripe, allowing users to earn bitcoin rewards up to 4.0%
- Fold Bitcoin Gift Card
- Fold is restructuring its fee on cards to accelerate distribution and drive customer acquisition
- Fold believes the full distribution of the Bitcoin Gift Card will drive thousands of new users to its ecosystem and lead to the increased adoption of other products
- Currently available online (Fold app, foldapp.com, giftcards.com, etc.) and in store (~2,000 Kroger brand locations)
Earnings Call and Webcast Information:
Fold will host a conference call at
Date:
Time:
Participant Call Links:
- Live Webcast: Link
- Dial-in Registration Link: Link
- A replay of the call will be archived at https://investor.foldapp.com
Footnotes
1 Fold’s Bitcoin Investment Treasury was 826 BTC as of
2 Adjusted EBITDA and Adjusted EBITDA Per Share are financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) (a “Non-GAAP Financial Measure”). Please see “Non-GAAP Financial Measures” at the end of this press release.
About Fold:
Fold (NASDAQ: FLD) is the first publicly traded bitcoin financial services company, making it easy for individuals and businesses to earn, save, and use bitcoin. Fold is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Credit Card™, Fold Bitcoin Gift Card™, and Fold Debit Card™, the company is building the bridge between traditional finance and the bitcoin-powered future.
Forward-Looking Statements:
The information in this press release includes “forward-looking statements” within the meaning of the federal securities laws. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements may be identified by the use of words such as “may,” “could,” “would,” “should,” “predict,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include statements regarding the rollout, development and expected effect of Fold’s credit card program and gift card product, and the potential success of Fold’s overall market, product and growth strategies. These statements are based on assumptions and on the current expectations of Fold’s management and are not predictions of actual performance. Many actual events and circumstances are beyond the control of Fold. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions, including but not limited to changes in the acceptance of bitcoin; (ii) our continued ability to implement business plans, including our ability to process and approve new credit card applications; (iii) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which Fold operates; (iv) volatility in the market price of bitcoin; (v) access to and reliance on funding for our products, including the credit card, and general operations; (vi) access to and reliance on third parties for their services related to certain of our products, including risks relating to Fold having a single custodian for our bitcoin; (vii) reliance on banking partners which are subject to complex and demanding regulations and compliance standards; and (viii) those risks and uncertainties discussed in
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 11,526,471 | $ | 7,652,203 | ||||
| Accounts receivable, net | 539,147 | 728,001 | ||||||
| Inventories | 460,701 | 478,045 | ||||||
| Digital assets - rewards treasury | 5,253,902 | 6,872,869 | ||||||
| Prepaid expenses and other current assets | 2,195,840 | 2,384,684 | ||||||
| Total current assets | 19,976,061 | 18,115,802 | ||||||
| Digital assets - investment treasury | 56,355,303 | 133,658,791 | ||||||
| Capitalized software development costs, net | 1,704,704 | 1,393,752 | ||||||
| Other non-current assets | 292,858 | 299,309 | ||||||
| Total assets | $ | 78,328,926 | $ | 153,467,654 | ||||
| Liabilities and stockholders' equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 1,653,305 | $ | 704,789 | ||||
| Accrued expenses and other current liabilities | 2,609,739 | 3,166,186 | ||||||
| 12,151,382 | - | |||||||
| Credit facility | 20,000,000 | 10,000,000 | ||||||
| Customer rewards liability | 5,253,902 | 6,872,869 | ||||||
| Deferred revenue | 308,627 | 366,252 | ||||||
| Total current liabilities | 41,976,955 | 21,110,096 | ||||||
| - | 21,469,675 | |||||||
| - | 47,207,556 | |||||||
| Other non-current liabilities | - | 689,680 | ||||||
| Total liabilities | 41,976,955 | 90,477,007 | ||||||
| Commitments and contingencies (Note 13) | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock, | - | - | ||||||
| Common stock, | 5,076 | 4,849 | ||||||
| Additional paid-in-capital | 236,453,785 | 233,924,782 | ||||||
| Accumulated deficit | (200,106,890 | ) | (170,938,984 | ) | ||||
| Total stockholders’ equity | 36,351,971 | 62,990,647 | ||||||
| Total liabilities and stockholders’ equity | $ | 78,328,926 | $ | 153,467,654 | ||||
| Three Months Ended | |||||||||
| 2026 | 2025 | ||||||||
| Revenues, net | $ | 5,592,309 | $ | 7,087,837 | |||||
| Operating expenses | |||||||||
| Banking and payments costs | 4,806,374 | 6,758,924 | |||||||
| Custody and trading costs | 598,415 | 45,785 | |||||||
| Compensation and benefits | 4,034,267 | 6,457,940 | |||||||
| Marketing expenses | 268,108 | 399,798 | |||||||
| Professional fees | 1,667,414 | 1,788,505 | |||||||
| Amortization expense | 156,079 | 91,071 | |||||||
| (Gain) loss on customer rewards liability | (1,507,471 | ) | (1,100,857 | ) | |||||
| (Gain) loss on digital assets - rewards treasury | 1,689,455 | 1,010,586 | |||||||
| Other selling, general and administrative expenses | 1,709,981 | 1,136,455 | |||||||
| Total operating expenses | 13,422,622 | 16,588,207 | |||||||
| Operating loss | (7,830,313 | ) | (9,500,370 | ) | |||||
| Other income (expense) | |||||||||
| Gain (loss) on digital assets - investment treasury | (28,629,465 | ) | (15,617,152 | ) | |||||
| Change in fair value of SAFEs | - | (6,503,113 | ) | ||||||
| Change in fair value of convertible note | 13,200,089 | (6,534,143 | ) | ||||||
| Convertible note issuance costs and fees | - | (9,569,109 | ) | ||||||
| Loss on extinguishment of debt | (4,005,132 | ) | - | ||||||
| Interest expense | (2,273,828 | ) | (1,271,638 | ) | |||||
| Other income | 374,214 | 120,303 | |||||||
| Other expense, net | (21,334,122 | ) | (39,374,852 | ) | |||||
| Net loss before income taxes | (29,164,435 | ) | (48,875,222 | ) | |||||
| Income tax expense (benefit) | 3,471 | 3,978 | |||||||
| Net loss | $ | (29,167,906 | ) | $ | (48,879,200 | ) | |||
| Net loss per share attributable to common stockholders: | |||||||||
| Basic and diluted | $ | (0.59 | ) | $ | (1.92 | ) | |||
| Weighted-average common shares outstanding: | |||||||||
| Basic and diluted | 49,656,409 | 25,436,398 | |||||||
| Three Months Ended | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (29,167,906 | ) | $ | (48,879,200 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization expense | 156,079 | 91,071 | ||||||
| Loss on digital assets - rewards treasury | 1,689,455 | 1,010,586 | ||||||
| Loss on digital assets - investment treasury | 28,629,465 | 15,617,152 | ||||||
| Gain on customer rewards liability | (1,507,471 | ) | (1,100,857 | ) | ||||
| Change in fair value of convertible note | (13,200,089 | ) | 6,534,143 | |||||
| Convertible note issuance costs and fees | - | 9,569,109 | ||||||
| Loss on extinguishment of debt | 4,005,132 | - | ||||||
| Amortization of debt issuance costs | 6,638 | - | ||||||
| Amortization of debt discount and premium | (114,731 | ) | 525,921 | |||||
| Change in fair value of SAFEs | - | 6,503,113 | ||||||
| Share-based compensation expense | 1,696,766 | 5,170,275 | ||||||
| Other non-cash adjustments | (343,039 | ) | - | |||||
| Increase (decrease) in cash resulting from changes in: | ||||||||
| Accounts receivable, net | 188,854 | (491,433 | ) | |||||
| Inventories | 17,344 | (140,782 | ) | |||||
| Prepaid expenses and other current assets | (11,187 | ) | (962,423 | ) | ||||
| Accounts payable | 948,516 | 373,426 | ||||||
| Accrued expenses and other current liabilities | 816,814 | 660,721 | ||||||
| Customer reward liability | 344,298 | 611,552 | ||||||
| Deferred revenue | (57,625 | ) | (46,574 | ) | ||||
| Other non-current liabilities | (689,680 | ) | - | |||||
| Net cash used in operating activities | (6,592,367 | ) | (4,954,200 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchases of digital assets | (716,500 | ) | (1,562,973 | ) | ||||
| Proceeds from sales of digital assets | 14,376,468 | - | ||||||
| Payments for capitalized software development costs | (467,031 | ) | (266,221 | ) | ||||
| Net cash provided by (used in) investing activities | 13,192,937 | (1,829,194 | ) | |||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of note | 13,000,000 | - | ||||||
| Repayment of convertible note | (25,166,667 | ) | - | |||||
| Proceeds from recapitalization | - | 804,600 | ||||||
| Payments of deferred IPO costs | - | (652,013 | ) | |||||
| Proceeds from issuance of common stock | 389,665 | - | ||||||
| Proceeds from credit facility | 10,000,000 | - | ||||||
| Common stock withheld for employee tax obligations | (949,300 | ) | - | |||||
| Net cash provided by (used in) financing activities | (2,726,302 | ) | 152,587 | |||||
| Net increase (decrease) in cash and cash equivalents | 3,874,268 | (6,630,807 | ) | |||||
| Cash and cash equivalents, beginning of period | 7,652,203 | 18,330,359 | ||||||
| Cash and cash equivalents, end of period | $ | 11,526,471 | $ | 11,699,552 | ||||
| Non-cash investing and financing activities | ||||||||
| Non-cash payment of interest with common stock | $ | 613,334 | $ | - | ||||
| Distributions of digital assets to fulfill customer reward redemptions | 455,794 | 714,802 | ||||||
| Distributions of digital assets to satisfy other current obligations | 480,307 | 1,012 | ||||||
| Non-cash repayment of convertible note via transfer of digital assets - related party | 34,007,466 | - | ||||||
| Non-cash amortization of deferred issuance costs | 6,451 | - | ||||||
| Non-cash allocation of convertible note proceeds to embedded derivative | 63,418 | - | ||||||
| Non-cash allocation of note proceeds to commitment shares | 785,200 | - | ||||||
| Recapitalization | - | 173,019,904 | ||||||
| Proceeds from convertible debt received in digital assets - related party | - | 43,965,525 | ||||||
| Distributions of digital assets for prepaid interest - related party | - | 2,313,975 | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid during the period for interest expense | 2,655,139 | - | ||||||
Non-GAAP Financial Measures
Adjusted EBITDA
In addition to net loss and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) to monitor the financial health of our business. Adjusted EBITDA is defined as net loss, excluding (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) share-based compensation, (v) remeasurement gains and losses such as fair value remeasurements on our digital assets, convertible notes, and SAFE notes, and (vi) impairments, restructuring charges, and business acquisition- or disposition-related expenses that we believe are not indicative of our core operating results. This non-GAAP financial information has limitations as an analytical tool when assessing our operating performance, is presented for supplemental informational purposes only, should not be considered in isolation or as a substitute for, or superior to, financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.
The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and/or render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of core operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.
The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net loss:
| Three Months Ended | ||||||||
| 2026 | 2025 | |||||||
| Net loss | $ | (29,167,906 | ) | $ | (48,879,200 | ) | ||
| Add: | ||||||||
| Interest expense | 2,273,828 | 1,271,638 | ||||||
| Income tax expense (benefit) | 3,471 | 3,978 | ||||||
| Amortization expense | 156,079 | 91,071 | ||||||
| Share-based compensation expense | 1,709,413 | 5,170,275 | ||||||
| (Gain) loss on customer rewards liability | (1,507,471 | ) | (1,100,857 | ) | ||||
| (Gain) loss on digital assets - rewards treasury | 1,689,455 | 1,010,586 | ||||||
| (Gain) loss on digital assets - investment treasury | 28,629,465 | 15,617,152 | ||||||
| Change in fair value of SAFEs | - | 6,503,113 | ||||||
| Change in fair value of other liabilities | (343,039 | ) | ||||||
| Change in fair value of convertible note | (13,200,089 | ) | 6,534,143 | |||||
| Convertible note issuance costs and fees | - | 9,569,109 | ||||||
| Loss on extinguishment of debt | 4,005,132 | - | ||||||
| Adjusted EBITDA | $ | (5,751,662 | ) | $ | (4,208,992 | ) | ||
| Three Months Ended | ||||||||
| 2026 | 2025 | |||||||
| Adjusted EBITDA (Loss) | $ | (5,751,662 | ) | $ | (4,208,992 | ) | ||
| Weighted-average shares used to compute basic and diluted net loss per share | 49,656,409 | 25,436,398 | ||||||
| Adjusted EBITDA (Loss) per share attributable to common stockholders: | ||||||||
| Basic and diluted | $ | (0.12 | ) | $ | (0.17 | ) | ||
For investor and media inquiries, please contact:
Investor Relations:
FoldIR@orangegroupadvisors.com
Media:
Media@foldapp.com
