Fold Holdings Inc 2025年季度报告

For the quarterly period endedMarch 31,2025OR Fold Holdings, Inc.(Exact Name of Registrant as Specified in its Charter) incorporation or organization)11201 North Tatum Blvd.,Suite 300,Unit 42035 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filerNon-accelerated filer☒Smaller reporting companyEmerging growth company☒ Notes to Unaudited Condensed Financial StatementsManagement’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market RiskControls and ProceduresOTHER INFORMATIONLegal ProceedingsRisk Factors Exhibits and Financial Statement Schedules CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Quarterly Report on Form 10-Q (this “Quarterly Report”) of Fold Holdings, Inc. (“Fold,” the “Company,” “we,” “our,” and Cash flows from operating activities Adjustments to reconcile net loss to net cash used in operating activities: Amortization expense Loss (gain) on digital assets - rewards treasury1,010,586(3,491,889)Loss on digital assets - investment treasury15,617,152(Gain) loss on customer rewards liability(1,100,857)3,423,045Change in fair value of convertible note6,534,143Convertible note issuance costs and fees9,569,109Amortization of debt discount525,921 Accounts receivable, net(491,433)Inventories(140,782)Prepaid expenses and other current assets(962,423)Accounts payable373,426Accrued expenses and other current liabilities660,721Customer reward liability611,552 Purchases of digital assetsProceeds from sales of digital assets -Payments for capitalized software development costs(266,221)Net cash used in investing activities(1,829,194)Cash flows from financing activities Payments of deferred IPO costs(652,013)Proceeds received from SAFE financings-Net cash provided by financing activities152,587Net decrease in cash and cash equivalents(6,630,807)(466,832)Cash and cash equivalents, beginning of period18,330,3591,491,544 Non-cash investing and financing activitiesDistributions of digital assets to fulfill customer reward redemptions714,8021,317,262 The accompanying notes are an integral part of these condensed financial statements.Recapitalization173,019,904Proceeds from convertible debt received in digital assets - related party43,965,525Distributions of digital assets for prepaid interest - related party2,313,975 Notes to Unaudited Condensed Financial Statements1. ORGANIZATION AND DESCRIPTION OF BUSINESS access to bitcoin through a comprehensive suite of consumer financial services. The Company was formed with the purpose ofcreating a modern financial services platform that allows customers to earn, accumulate, and utilize bitcoin in their everyday life.The Company offers consumers an FDIC insured checking account through Sutton Bank, a prepaid Visa debit card, bill payments, entered into a definitive agreement (the "Merger Agreement") with FTAC Emerald Acquisition Corp. (“FTAC Emerald”), apublicly-traded special purpose acquisition company, providing for a proposed business combination (the "Merger"). The operates under the name Fold Holdings, Inc., and its common stock and warrants trade on the Nasdaq under the ticker symbols“FLD” and “FLDDW,” respectively. The Company is a remote-first company and does not designate a physical headquarters.Liquidity and capital resourcesAs of March 31, 2025, the Company had cash and cash equivalents of $11.7million and positive working capital of $13.3million. $6.5million relates to fair value adjustments on convertible debt instruments.As of March 31, 2025, the Company held1,490bitcoin in ourInvestment Treasury, valued at $123.0million based on the price ofbitcoin as of that date. Of that amount,800bitcoin, valued at $66.0million, were restricted from use as operating capital and servedas collateral for our convertible notes. Our Investment Treasury is considered a long-term investment and we do not believe we will As of March 31, 2025, we held89bitcoin in our Rewards Treasury, valued at$7.4million, which matched our existing customerrewards liability, which is denominated in bitcoin. The Company anticipates being able to cover the costs for future rewards via future revenues and operational capital on hand. As of March 31, 2025, the Company had debt principal due of $66.3million in the form of two convertible notes. The December of $11.50per share. The note i