Fold Holdings Inc 2025年度报告

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YESNO 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 Exchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YESNO Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YESNO Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, 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 filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Portions of the registrant's Definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year endedDecember 31, 2025. Table of Contents Cautionary Note Regarding Forward-Looking Statements PART I6Item 1.Business6Item 1A.Risk Factors23Item 1B.Unresolved Staff Comments80Item 1C.Cybersecurity80Item 2.Properties81Item 3.Legal Proceedings81Item 4.Mine Safety Disclosures82 PART II83Item 5.Market for Registrant’sCommon Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities83Item 6.[Reserved]83Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations84Item 7A.Quantitative and Qualitative Disclosures About Market Risk102Item 8.Financial Statements and Supplementary Data103Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure135Item 9A.Controls and Procedures135Item 9B.Other Information137Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections137 PART IIIItem 10.Directors, Executive Officers and Corporate Governance 138Item 11.Executive Compensation138Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters138Item 13.Certain Relationships and Related Transactions, and Director Independence139Item 14.Principal Accounting Fees and Services139 PART IVItem 15.Exhibits, Financial Statement Schedules 140Item 16.Form 10-K Summary143 Intellectual Property We own or have rights to various trademarks, service marks and trade names that we use in connection with theoperation of our business, which include the Company’s “F” logo mark, “FOLD”, “FOLD CREDIT CARD”,“FOLD BITCOIN CREDIT CARD”, “FOLD BITCOIN REWARDS CREDIT CARD”, “FOLD DEBIT CARD”,“FOLD BITCOIN DEBIT CARD”, “FOLD BITCOIN REWARDS DEBIT CARD”, “FOLD GIFT CARD”, and“FOLD BITCOIN GIFT CARD”. This document may also include trademarks, service marks and tradenames thatare the property of other organizations. Our use or display of any third party’s trademarks, service marks, tradenames or products in this document is not intended to, and does not imply, a relationship with, endorsement of orsponsorship by us of, those third parties. Solely for convenience, trademarks, service marks and tradenames referredto in this document may appear without the®,SMand ™ symbols, but those references are not intended to indicate,in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable ownerwill not assert its rights, to these trademarks, service marks and tradenames. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) of Fold Holdings, Inc. (“Fold,” the “Company,” “we,”“our,” and “us”) contains forward-looking statements within the meaning of the federal securities laws. Allstatements other than statements of historical facts contained in this Annual Report, i