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FLD on Nasdaq

Fold Holdings, Inc.

Bitcoin-focused financial services company1

In its 2026 annual report the company says: “Fold has built a banking and payments platform that operates across both U.S. dollars and bitcoin, and is designed to connect these systems in a seamless manner.”4 It is headquartered in Phoenix, Arizona.1 Its shares trade on Nasdaq under the symbol FLD.1

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Last updated Oct 21, 2026.

Overview

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  • TickerFLD on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersPhoenix, Arizona1
  • Incorporated inDE2
  • Business address2942 North 24Th Street Suite 115, #42035, Phoenix, Az 850162
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2
  • Legal formCorporation

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Founded in 2019, Fold is a bitcoin-focused financial services company dedicated to expanding access to bitcoin through a comprehensive suite of consumer financial products. Fold was formed to build a modern financial services platform that allows consumers to accumulate, save, and use bitcoin in connection with their everyday financial lives and long-term planning.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-218.9%Net margin5
33.9%Revenue growth, 20255
-110.5%Return on equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Banking and Payment Revenues brought in 95% of the revenue Fold Holdings, Inc. broke down this way in fiscal 2025.

  1. Banking and Payment Revenues$30.3M595%up 29% from 2024
  2. Custody and Trading Revenues$1.5M55%up 756% from 2024
  3. Other Revenues$63.7K50%down 60% from 2024
Products and services by year
Products and services20242025
Banking and Payment Revenues$23.4M$30.3M
Custody and Trading Revenues$170.7K$1.5M
Other Revenues$161.0K$63.7K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$31.8M
  • Income tax0¢$1.5K

Out of $31.8M in revenue.5 The company lost money this year.

Financial statements

Revenue5$31.8M in 2025+34% since 2024
0$10.0M$20.0M$30.0M$40.0M2024: $23.8M$23.8M20242025: $31.8M$31.8M2025+34%
Operating income67-$2.9M in 2024+64% since 2022
-$4.0M-$3.0M-$2.0M-$1.0M02022: -$1.8M-$1.8M20222023: -$3.7M-$3.7M2023+110%2024: -$2.9M-$2.9M2024−22%
Net income675-$69.6M in 2025
-$80.0M-$60.0M-$40.0M-$20.0M0$20.0M2022: $1.1M$1.1M20222023: $4.4M$4.4M2023+298%2024: -$65.1M-$65.1M20242025: -$69.6M-$69.6M2025+7%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Revenues, net$31.8M$23.8M
Banking and payment costs$28.7M$22.5M
Custody and trading costs$1.0M$228.1K
Compensation and benefits$17.7M$3.2M
Marketing expenses$1.7M$493.9K
Professional fees$5.4M$1.9M
Amortization expense$558.0K$292.3K
(Gain) Loss on customer rewards liability-$798.5K$5.2M
(Gain) loss on digital assets - rewards treasury$394.3K-$5.6M
Other selling, general and administrative expenses$4.9M$1.4M
Total operating expenses$59.5M$29.6M
Operating loss-$27.7M-$5.8M
Gain (loss) on digital assets - investment treasury-$9.2M$29.2M
Change in fair value of SAFEs-$7.2M-$88.4M
Change in fair value of convertible note-$928.1K$0
Convertible note issuance costs and fees-$9.6M$0
Loss on extinguishment of debt-$9.6M$0
Interest expense-$5.7M-$234.0K
Other income$394.8K$91.8K
Other expense, net-$41.9M-$59.3M
Net loss before income taxes-$69.6M-$65.1M
Income tax expense (benefit)$1.5K$7.4K
Net loss-$69.6M-$65.1M
Basic-$1.65-$11.15
Diluted-$1.65-$11.15
Basic42.2M shares5.8M shares
Diluted42.2M shares5.8M shares

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Corporate structure

Fold Holdings, Inc. sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Fold Holdings, Inc.

  • Fold Holdings, Inc. Phoenix, Arizona
    • Fold Credit SPV I Trust Subsidiary · Delaware, United States
    • Fold, Inc. Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Fold Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$2.3M5 Dec 31, 2025$1.5M5 Dec 31, 2024+55.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$7.7M5 Dec 31, 2025$18.3M5 Dec 31, 2024−58.3%

Inventory

ItemLatestA year beforeChange
Inventory, total$478.0K5 Dec 31, 2025$262.8K5 Dec 31, 2024+81.9%

Properties, in its own words

We are a remote-first company, meaning that all our employees work remotely. Substantially all of our executive team meetings are held virtually. We have no offices, and we do not maintain a physical headquarters.

We believe that our current arrangements are adequate to meet our needs for the immediate future, and that, should we need physical office space, suitable office space will be available in the future.

Item 2 of the 10-K filed Mar 17, 2026.4

Leadership

Who has led Fold Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Bracebridge H. Young Jr.2021

President

  1. Bracebridge H. Young Jr.2021

Chief financial officer

  1. Douglas Listman2021
  2. Wolfe Repass2025–now
2025
Board members and other officers (12)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chief Operating OfficerMatt McManus named Sep 17, 202627
  • Chief Executive OfficerWill Reeves named Sep 19, 2025 to Sep 17, 202627
  • DirectorKristin Hill named Sep 19, 202528

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Fold Credit SPV I Trust Delaware3
  • Fold, Inc. Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • FTAC Emerald Acquisition Corp.Nov 8, 2021 to Feb 13, 20252
  • Emerald ESG Acquisition CorpOct 21, 2021 to Oct 21, 20212

Timeline

  1. Sep 8, 20268-K Entered a material agreement; Unregistered sale of shares29
  2. Sep 2, 20268-K Ended a material agreement; Regulation FD disclosure30
  3. Aug 11, 20268-K Results of operations; Regulation FD disclosure31
  4. Aug 6, 20268-K Regulation FD disclosure32
  5. Jul 17, 20268-K Listing notice or transfer33
  6. Jun 10, 20268-K Regulation FD disclosure34
  7. May 27, 20268-K Regulation FD disclosure35
  8. May 20, 20268-K Shareholder vote36
  9. May 12, 20268-K Results of operations; Regulation FD disclosure37
  10. Mar 23, 20268-K Regulation FD disclosure38
  11. Mar 17, 20268-K Results of operations; Regulation FD disclosure39
  12. Mar 4, 20268-K Regulation FD disclosure40
  13. Dec 15, 2021New chief executive Bracebridge H. Young Jr. becomes CEO12

Calendar

Coming up

  1. Nov 9, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.15) a share, on Nov 10, 2025.41

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results31
  2. May 12, 2026Reported quarterly or annual results37
  3. Mar 17, 2026Reported quarterly or annual results39
  4. Nov 10, 2025Reported quarterly or annual results42
  5. Aug 12, 2025Reported quarterly or annual results43
  6. May 15, 2025Reported quarterly or annual results44

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

455 filings to the SEC since October 2021: 5 annual reports, 14 quarterly reports, 65 major events, 126 insider forms, 37 large holders, 2 private raises, 206 other. The latest 20:

  1. Oct 5, 20264 EDGAR
  2. Oct 5, 20264 EDGAR
  3. Oct 5, 20264 EDGAR
  4. Oct 2, 2026144 EDGAR
  5. Oct 2, 2026144 EDGAR
  6. Oct 2, 2026144 EDGAR
  7. Sep 29, 2026424B3 PROSPECTUS EDGAR
  8. Sep 28, 2026EFFECT EDGAR
  9. Sep 18, 2026S-1 REGISTRATION STATEMENT EDGAR
  10. Sep 18, 20264/A EDGAR
  11. Sep 17, 2026D EDGAR
  12. Sep 14, 2026DEF 14A PROXY STATEMENT EDGAR
  13. Sep 11, 20264 EDGAR
  14. Sep 8, 2026424B3 EDGAR
  15. Sep 8, 20268-K EDGAR
  16. Sep 3, 20264 EDGAR
  17. Sep 3, 20264 EDGAR
  18. Sep 3, 20264 EDGAR
  19. Sep 2, 2026144 EDGAR
  20. Sep 2, 2026144 EDGAR

The 455 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

64 open-market trades by officers, directors and large owners since October 2021: 12 buys and 52 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 11, 2026Young Bracebridge H JrDirectorBuy20,000$0.55$11.0KForm 4
Sep 11, 2026Young Bracebridge H JrDirectorBuy20,000$0.55$11.0KForm 4
Sep 2, 2026Dickman Thomas JChief Technology OfficerSale6$0.46$3Form 4
Sep 2, 2026Reeves William Brian PoppicChief Executive OfficerSale5,781$0.46$2.7KForm 4
Sep 2, 2026Repass WolfeChief Financial OfficerSale1,342$0.46$617Form 4
Aug 25, 2026Reeves William Brian PoppicChief Executive OfficerSale9,427$0.50$4.7KForm 4
Aug 24, 2026Reeves William Brian PoppicChief Executive OfficerSale8,905$0.48$4.3KForm 4
Aug 21, 2026Reeves William Brian PoppicChief Executive OfficerSale10,045$0.49$4.9KForm 4
Aug 20, 2026Reeves William Brian PoppicChief Executive OfficerSale8,911$0.48$4.3KForm 4
Aug 19, 2026Reeves William Brian PoppicChief Executive OfficerSale9,480$0.45$4.3KForm 4
Aug 18, 2026Repass WolfeChief Financial OfficerSale2,877$0.45$1.3KForm 4
Aug 18, 2026Reeves William Brian PoppicChief Executive OfficerSale9,619$0.45$4.3KForm 4
Aug 17, 2026Dickman Thomas JChief Technology OfficerSale2,884$0.46$1.3KForm 4
Aug 3, 2026Repass WolfeChief Financial OfficerSale1,180$0.47$555Form 4
Aug 3, 2026Dickman Thomas JChief Technology OfficerSale5$0.47$2Form 4
Aug 3, 2026Reeves William Brian PoppicChief Executive OfficerSale5,082$0.47$2.4KForm 4
Jul 22, 2026McManus MattChief Operating OfficerSale2,109$0.45$949Form 4
Jul 2, 2026Dickman Thomas JChief Technology OfficerSale5$0.49$2Form 4
Jul 2, 2026Reeves William Brian PoppicChief Executive OfficerSale4,868$0.49$2.4KForm 4
Jul 2, 2026Repass WolfeChief Financial OfficerSale1,131$0.49$554Form 4

All 64 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Sep 17, 2026Filed a private offering of equity Form D: $25 million offered in all Form D
  2. Sep 5, 2025Raised $157,625 in a private offering of equity Form D: $250 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 50. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC1,275,989$578.0K0.0%−463,675
Blue Owl Capital Holdings LP856,632$385.5K0.1%No change
Aqr Capital Management LLC203,968$92.5K0.0%+87,718
Geode Capital Management, LLC153,675$69.7K0.0%−149,261
Jane Street Group, LLC131,624$59.7K0.0%New
Baird Financial Group, Inc.105,150$47.7K0.0%No change
BlackRock, Inc.96,517$43.8K0.0%+929
Union Square Park Capital Management, LLC89,130$40.4K0.0%No change
UBS Group AG84,601$38.3K0.0%+68,095
Qube Research & Technologies Ltd80,485$36.5K0.0%New
Vanguard Fiduciary Trust Co74,059$33.5K0.0%−30,155
Mariner, LLC71,659$32.5K0.0%+3,790
State Street Corp57,800$26.2K0.0%−29,500
Cypress Point Wealth Management, LLC53,604$24.3K0.0%No change
Tower Research Capital LLC (TRC)44,863$20.3K0.0%+38,145
Northern Trust Corp40,935$18.6K0.0%−21,813
XTX Topco Ltd35,043$15.9K0.0%New
Susquehanna International Group, Llp30,968$14.0K0.0%+14,090
Marex Group Ltd22,500$10.2K0.0%New
Ieq Capital, LLC20,609$9.3K0.0%New
Boussard & Gavaudan Gestion Sas72,260$7.6K0.0%New
Fmr LLC12,505$5.7K0.0%−12,107
Osaic Holdings, Inc.11,951$5.4K0.0%−203
Vanguard Personalized Indexing Management, LLC11,243$5.1K0.0%New
Simplex Trading, LLC5,167$2.3K0.0%−235

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Fold Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFold Holdings, Inc.1
  • CIK0001889123
  • Employer ID (EIN)86-21704164
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address2942 North 24Th Street Suite 115, #42035, Phoenix, AZ 850161
  • Phone86636532771
  • Shares outstanding55,077,187 as of Aug 9, 202610
  • Public float$110.6M as of Jun 30, 20254
  • AuditorCBIZ CPAs P.C., New York, NY PCAOB ID 199; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceOct 21, 20211
  • Filings455 in all: 4 (100), 8-K (59), 144 (55), 424B3 (53), 3 (23), 425 (21), 10-Q (14), CORRESP (13)1
    All 39 form types

    SC 13G/A (12), UPLOAD (11), SC 13G (10), DEFA14A (9), EFFECT (9), 8-K/A (6), 10-K (5), DEF 14A (5), SCHEDULE 13G (5), SCHEDULE 13G/A (5), PRE 14A (4), S-1 (4), S-4/A (4), POS AM (3), SCHEDULE 13D (3), 4/A (2), D (2), DEFR14A (2), S-1/A (2), S-8 (2), SCHEDULE 13D/A (2), 25-NSE (1), 424B4 (1), 5 (1), 8-A12B (1), ARS (1), CERT (1), DRS (1), PRER14A (1), S-3 (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Mar 17, 2026
    Quarterly report (10-Q) Aug 11, 2026
    Proxy statement (DEF 14A) Sep 14, 2026
    Latest 8-K (8-K) Sep 8, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.0001 per shareFLDNasdaq
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per shareFLDDWNasdaq

From the cover page of the 10-K filed Mar 17, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Fold Holdings, Inc. names in Item 1A of its 10-K filed Mar 17, 2026: 74 risks under these headings, as written.4

  • Risks Related to Fold’s Business and Industry
  • Our operating results have and will significantly fluctuate, including due to the highly volatile nature of bitcoin.
  • The slowing or stopping of the development or acceptance of bitcoin and bitcoin-based technologies, and blockchain networks more broadly, could have a material adverse effect on the successful development and adoption of our business.
  • We are subject to an extensive, highly-evolving and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.
  • Our or our third-party partners’ failure to safeguard and manage our and our customers’ fiat currencies and bitcoin could adversely impact our business, operating results, and financial condition.
  • Our relationships with bank partners in the United States may subject us and our partners to additional regulatory scrutiny.
  • We may be subject to additional regulatory scrutiny and recordkeeping requirements due to the recent bankruptcy case of Synapse Financial Technologies, Inc.
  • Changes in card network rules or standards could adversely affect our business.
  • We operate in a highly competitive industry and compete against companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively.
  • Our long-term success depends on our ability to develop new and innovative products and services to address and keep pace with the rapidly evolving market for payments and financial services, and if we are not able to implement successful enhancements and new features for our products and services, our business, operating results and financial condition could be materially and adversely affected.
  • As we expand our activities, our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions will increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to sanctions, export control, and anti-money laundering.
  • We may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could harm our business, financial condition, and operating results.
The other 63 risks
  • Loss of a critical banking or insurance relationship could adversely impact our business, operating results, and financial condition.
  • Any significant disruption in our products and services, in our information technology systems, or in the bitcoin network related to our business, could result in a loss of customers or funds and adversely impact our brand and reputation and our business, operating results, and financial condition.
  • Our and our customers’ bitcoin could be subject to risk in the event of an insolvency of BitGo.
  • The theft, loss, or destruction of private keys required to access any bitcoin may be irreversible. If we or BitGo are unable to access private keys for the bitcoin wallets holding our or our customers’ bitcoin, or if we or BitGo experience a hack or other data loss relating to its ability to access any bitcoin, it could cause regulatory scrutiny, reputational harm, and other losses.
  • Other Risks Related to Fold’s Business and Financial Position
  • Volatility in the price of bitcoin could limit our options in obtaining cash funding on favorable terms.
  • We may suffer losses due to abrupt and erratic market movements.
  • Our investments in bitcoin are subject to volatile market prices and risks of loss.
  • We have a history of negative cash flows.
  • We may not be able to generate sufficient cash flow to service all of our obligations.
  • If we fail to retain existing customers or add new customers, or if our customers decrease their level of engagement with our products, services and platform, our business, operating results, and financial condition may be significantly harmed.
  • Our operating expenses may increase in the future and we may not be able to achieve profitability or positive cash flow from operations on a consistent basis, which may cause our business, operating results, and financial condition to be adversely impacted.
  • If we do not effectively scale our business, or are unable to maintain and improve our systems and processes, our operating results could be adversely affected.
  • Our services must integrate with a variety of operating systems. If we are unable to ensure that our services interoperate with such operating systems and devices, our business may be materially and adversely affected.
  • Our strategy and focus on delivering high-quality, compliant, easy-to-use, and secure bitcoin-related financial services may not maximize short-term or medium-term financial results.
  • Due to our limited operating history, it may be difficult to evaluate our business and future prospects, and we may not be able to achieve or maintain profitability in any given period.
  • Disputes with our customers could adversely impact our brand and reputation and our business, operating results, and financial condition.
  • We may from time to time make acquisitions and investments, which could require significant management attention, disrupt our business, result in dilution to our stockholders, and adversely affect our financial results.
  • Our business could be harmed if we are unable to accurately forecast customer demand for bitcoin and to adequately manage our bitcoin balances, including the bitcoin balances we maintain for our own account or bitcoin balances that may be maintained for use in our rewards program.
  • If we fail to develop, maintain, and enhance our brand and reputation, our business, operating results, and financial condition may be adversely affected.
  • Our long-term success depends on our ability to develop products and services to address the rapidly evolving market for payments and financial services, and, if we are not able to implement successful enhancements and new features for our products and services, our business could be materially and adversely affected.
  • Our products and services may not function as intended due to undetected errors in our software and systems, product defects, developmental delays, or due to security breaches or incidents or human error in administering these systems, which could damage user or third-party relations, decrease our potential profitability and expose us to liability, and materially and adversely affect our business.
  • Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.
  • Unfavorable media coverage could negatively affect our business.
  • Our products and services may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, sanctions violations, tax evasion, and scams. If any of our customers use our products or services to further such illegal activities, our business could be adversely affected.
  • Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition.
  • Risks Related to Bitcoin
  • Due to unfamiliarity and some negative publicity associated with bitcoin products and services, confidence or interest in our platforms may decline.
  • Transferring bitcoin on the bitcoin network involves risks, which could result in loss of customer assets or our proprietary assets, customer disputes and other liabilities, which could adversely impact our business.
  • A temporary or permanent bitcoin network “fork” could adversely affect our business.
  • Future developments regarding the treatment of crypto assets for U.S. tax purposes could adversely impact our business.
  • Our tax information reporting obligations with respect to bitcoin transactions are subject to change.
  • The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies on certain topics. If financial accounting standards undergo significant changes, our operating results could be adversely affected.
  • Risks Related to Government Regulation and Privacy Matters
  • The regulatory environment in which the consumer finance industry operates could have a material adverse effect on our business and operating results.
  • The cryptoeconomy is novel. As a result, policymakers are just beginning to consider what a regulatory regime for crypto would look like and the elements that would serve as the foundation for such a regime. We may be unable to effectively react to proposed legislation and regulation of crypto assets or crypto asset platforms that are adverse to our business.
  • Bitcoin is subject to regulatory authority by the Commodity Futures Trading Commission (the "CFTC"). Any fraudulent or manipulative activity in bitcoin occurring through our products and services could subject us to increased regulatory scrutiny, regulatory enforcement, and litigation.
  • Bitcoin’s status as a “security” in any relevant jurisdiction, as well as the status of our bitcoin-related products and services, is subject to a high degree of uncertainty and if we are unable to properly characterize a product or service offering, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.
  • Certain transactions in bitcoin may constitute “retail commodity transactions” subject to regulation by the CFTC as futures contracts. If bitcoin transactions we facilitate are deemed to be such retail commodity transactions, we would be subject to additional regulatory requirements, licenses and approvals, and potentially face regulatory enforcement, civil liability, and significant increased compliance and operational costs.
  • Certain transactions in bitcoin could be deemed “commodity interests” (i.e., futures, options, swaps) or security-based swaps subject to regulation by the CFTC or SEC, respectively. If the products and services we or BitGo offer to our customers are deemed a commodity interest or a security-based swap, we would be subject to additional regulatory requirements, registrations and approvals and potentially face regulatory enforcement, civil liability, and significant increased compliance and operational costs.
  • If we or our third-party providers fail to protect confidential information and/or experience cybersecurity incidents, there may be damage to our brand and reputation, material financial penalties, and legal liability, which would materially adversely affect our business, results of operations, and financial condition.
  • We are subject to laws, regulations, and industry requirements related to data privacy, data protection and information security, and user protection across different markets where we conduct our business. Any actual or perceived failure to comply with such laws, regulations, and industry requirements, or our privacy policies, could adversely affect our business, results of operations, or financial condition.
  • There are various risks associated with the facilitation of payments from customers, including risks related to fraud, compliance with existing and evolving rules and regulations, and reliance on third parties and any failure to comply with laws and regulations related to payments, fraud, anti-money laundering and money transmission or failure of a third party to perform could harm our business, results of operations and financial condition.
  • Risks Related to Third Parties
  • We rely on our agreement with BitGo to offer our bitcoin-related services. If our relationship with BitGo were to end, the ability to continue to offer our bitcoin services would be affected, which could affect our financial and business results.
  • We rely on our program agreement with Sutton Bank to offer our Fold prepaid card product. If our relationship with Sutton Bank, or other bank relationships established in the normal course of business, were to end, our ability to continue to offer our card product would be affected, which could affect our financial and business results.
  • We may in the future enter into partnerships, collaborations, joint ventures, or strategic alliances with third parties. If we are unsuccessful in establishing or maintaining strategic relationships with these third parties or if these
  • third parties fail to deliver certain operational services, our business, operating results, and financial condition could be adversely affected.
  • We currently rely on third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our customers.
  • Our customers enter into agreements directly with Sutton Bank and BitGo.
  • We are subject to risks related to the banking and financial services ecosystem, and to our banking and crypto service providers specifically.
  • Any change to BitGo's fee schedule could adversely impact our business.
  • We are subject to economic and geopolitical risk, business cycles, and the overall level of consumer, business and government spending, which could negatively affect our business, financial condition, results of operations, and cash flows.
  • We depend on major mobile operating systems and third-party platforms for the distribution of certain products. If Google Play, the Apple App Store, or other platforms prevent customers from downloading our app, our ability to grow may be adversely affected.
  • We rely on search engines, social networking sites, and other web-based platforms to attract a meaningful portion of our customers, and if those search engines, social networking sites and other web-based platforms change their listings or policies regarding advertising, or increase their pricing or suffer problems, it may limit our ability to attract new customers.
  • Risks Related to Our Credit Card
  • Our ability to offer, service, and grow the Fold Credit Card depends on our ability to retain and obtain key third-party partners, including a lender, which we do not currently have. Our failure to obtain a lender, or the failure or inability of existing or future partners to perform their obligations for our credit card program (including by reason of insolvency) could disrupt or terminate our ability to offer the credit card.
  • The Fold Credit Card is a new and complex product, and we may not be able to attract and retain cardholders or operate the program profitably.
  • We may be responsible for significant verified fraud losses, charge-offs and other credit losses in connection with the Fold Credit Card, and our underwriting, pricing and risk management models may not be effective.
  • If the information provided to us by applicants is incorrect or fraudulent, or if our fraud detection and identity verification controls fail, our results of operations and reputation may be harmed.
  • Credit card receivables will be held by a special purpose vehicle, and the SPV structure and related servicing and financing arrangements could expose us to additional legal, operational, liquidity and insolvency risks.
  • We are exposed to risks associated with transaction disputes in connection with Fold-branded payment card transactions, which may adversely affect our business, financial condition, and results of operations.
  • The Fold Credit Card is subject to extensive laws, regulations, and industry standards, and heightened regulatory scrutiny could increase our compliance costs, limit our product offerings, or result in enforcement actions.
  • Bitcoin rewards offered with the Fold Credit Card depend on third-party custodians and service providers, and issues with those parties or changes in law or regulation could disrupt rewards and adversely affect our business.
  • Risks Related to Our Equity Purchase Facility
  • The sale of our Common Stock to SZOP may cause dilution to existing stockholders and the subsequent sale of the shares of Common Stock acquired by SZOP, or the perception that such sales may occur, could cause the price of our Common Stock to fall.
  • It is not possible to predict the actual number of shares of Common Stock we may sell to SZOP under the Facility, or the actual gross proceeds resulting from such sales.
  • We may not have access to the full amount available under the Facility with SZOP. We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.

Legal proceedings

From time to time, we may be subject to various claims, lawsuits and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief. We are currently the defendant in a bankruptcy clawback proceeding as described in “Management's Discussion and Analysis of Financial Conditions and Results of Operations” and in “Note 13. Commitments and Contingencies” in the Notes to our Financial Statements; while the outcome of this proceeding is uncertain, we do not believe it is likely to result in a material adverse effect on our future operating results, financial condition, or cash flows.

The opening of Item 3, Legal Proceedings.4

Sources

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