8-K
0001889123false0001889123fld:CommonStockParValue0.0001PerShareMember2026-08-112026-08-110001889123fld:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember2026-08-112026-08-1100018891232026-08-112026-08-11

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 11, 2026

Fold Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41168

 

86-2170416

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

2942 North 24th Street, Suite 115, #42035
Phoenix, Arizona

85016

(Address of principal executive offices)

(Zip Code)

(866) 365-3277

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

FLD

Nasdaq Capital Market

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share

FLDDW

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging 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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


 

Item 2.02. Results of Operations and Financial Condition.

On August 11, 2026, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference.

 

Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

 

Item 7.01. Regulation FD Disclosure.

 

The information set forth under Item 2.02 is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of Fold Holdings, Inc., dated August 11, 2026.

104

Cover Page Interactive Data File (embedded within the inline XBRL document).

 


 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Fold Holdings, Inc.

Date: August 11, 2026

By:

/s/ Will Reeves

Name:

Will Reeves

Title:

Chief Executive Officer

 


EX-99.1

 

 

https://cdn.kscope.io/5e09102392da83ca2676078c3277b86b-img160846407_0.jpg

Fold Holdings, Inc. (NASDAQ: FLD)

Announces Second Quarter 2026 Results

 

Revenues: $6.1 million

Eliminated $20 million of Secured Debt

Over 2,000 Fold Credit Cards Currently in Early Access; up over 100% from last quarter

Planned Expansion into Asset-Based Revenue Streams

 

 

PHOENIX, August 11, 2026 (GLOBE NEWSWIRE) -- Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”, “we”, or “our”), the first publicly traded bitcoin financial services company, today announced financial results for the second quarter ended June 30, 2026.

Q2 2026 Financial Highlights

Revenue: $6.1 million
Net Loss: ($9.7) million
Adjusted EBITDA2 (Loss): ($5.5) million
Loss Per Share: ($0.19) per share
Adjusted EBITDA (Loss) Per Share2: ($0.11) per share
Bitcoin Investment Treasury Holdings1: 194 BTC

 

Q2 2026 Key Operating Metrics

Total Transaction Volume: $165 million
Total Verified Accounts: more than 87,000; added over 1,000 new verified accounts in the quarter

CEO Commentary

“Fold enters the second half of the year with a stronger balance sheet, a growing Credit Card program, expanded banking and distribution capabilities, and much of the infrastructure needed to support our next generation of products,” said Fold Chairman and CEO Will Reeves. “Over the next few months, investors will begin to see these investments come together as we build toward our goal of becoming the most rewarding financial platform in America.”

 

Mr. Reeves continued, “Fold is evolving from a transaction business into a broader financial services platform. Going forward, we intend to not only be the place where customers spend, but also be the place where they hold and manage their assets. Through our own programs and our partnership with Lead Bank, we expect customer balances to generate recurring economics that can help fund richer rewards. The power of asset-driven revenues has been demonstrated across businesses from

 


 

Starbucks and Venmo, and we believe it can become an important part of Fold’s economic model.”

 

He added, “Our proprietary bank-grade core ledger and Lead Bank partnership provide the foundation for this strategy, while expanding our addressable market beyond bitcoin-native customers to anyone looking for a more rewarding way to manage their money. Our conviction in bitcoin remains unchanged, but the opportunity for Fold is becoming significantly larger.”

 

Mr. Reeves concluded, “Q2 remained challenging across the broader Bitcoin industry, with lower bitcoin prices pressuring transaction activity and consumer engagement. These are temporal challenges and do not reflect the underlying health and vitality of this industry. We believe Fold is entering its next chapter with a stronger business model, broader market and the foundation needed to pursue significantly greater scale.”
 

Strategic & Business Updates

Fold Credit Card

Currently in Early Access, with more than 2,000 cardholders as of August 11, 2026
Cardholders more than doubled from last quarter
Improved underwriting and operations ahead of broader rollout
Interchange and financing economics meeting or exceeding expectations
Positioned to become a customer acquisition engine

 

Platform Expansion

Working to expand into financial services designed to deepen customer relationships and grow assets held across Fold
Lead Bank partnership expands banking capabilities and enables Fold to participate in the economics of customer deposits
Bank-grade core ledger provides the foundation for Fold’s multi-asset financial platform
Customer balance economics expected to generate recurring revenues
Platform expansion expected to broaden Fold’s total addressable market ("TAM") beyond bitcoin-native customers

 

Bitcoin Gift Card

Expanded distribution through TikTok Shop, reaching millions of potential shoppers
Kroger renewed its commitment to the Fold program

 

 

 


 

Capital & Balance Sheet

Monetized a portion of the Company’s bitcoin treasury while maintaining a meaningful bitcoin position
Eliminated approximately $20 million of secured debt and approximately $145 thousand of monthly interest expense
Added approximately $25 million of unrestricted capital

 

Earnings Call and Webcast Information:


Fold will host a conference call at 5:00 p.m. Eastern Time today, which will include a brief discussion of results followed by a question-and-answer period. To participate in this event, please log on or dial in approximately 5 minutes before the beginning of the call.

Date: August 11, 2026

Time: 5:00 p.m. ET

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 194 BTC as of June 30, 2026.

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 has built a financial services platform that operates across both U.S. dollars and bitcoin, and is designed to connect these systems in a seamless manner. Fold’s consumer offerings include an FDIC-insured checking account, a Visa debit card (the "Fold Debit Card"), a Visa credit card (the "Fold Credit Card"), bill payment services, a bitcoin gift card, and an extensive catalog of merchant reward offers. The Company also offers various forms of bitcoin buying and selling with low-to-zero fees and insured custody.

 


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, gift card and other products, 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; (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 Fold Holdings, Inc.’s filings with the Securities and Exchange Commission. If any of these risks materialize or Fold’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While Fold may elect to update these forward-looking statements at some point in the future, Fold specifically disclaims any obligation to do so, except as required by law.

 

 

 


 

Fold Holdings, Inc. Condensed Balance Sheets (Unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

28,386,785

 

 

$

7,652,203

 

Accounts receivable, net

 

 

614,801

 

 

 

728,001

 

Credit card receivable, net

 

 

2,753,588

 

 

 

-

 

Inventories

 

 

847,308

 

 

 

478,045

 

Digital assets - rewards treasury

 

 

4,504,290

 

 

 

6,872,869

 

Prepaid expenses and other current assets

 

 

1,913,981

 

 

 

2,384,684

 

Total current assets

 

 

39,020,753

 

 

 

18,115,802

 

Digital assets - investment treasury

 

 

11,356,023

 

 

 

133,658,791

 

Capitalized software development costs, net

 

 

1,986,251

 

 

 

1,393,752

 

Other non-current assets

 

 

131,770

 

 

 

299,309

 

Total assets

 

$

52,494,797

 

 

$

153,467,654

 

 

 

 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

698,556

 

 

$

704,789

 

Accrued expenses and other current liabilities

 

 

1,992,004

 

 

 

3,166,186

 

Accrued legal settlement

 

 

1,374,828

 

 

 

-

 

February 2026 note - related party, net

 

 

12,446,041

 

 

 

-

 

Credit facility

 

 

-

 

 

 

10,000,000

 

Customer rewards liability

 

 

4,504,290

 

 

 

6,872,869

 

Deferred revenue

 

 

228,148

 

 

 

366,252

 

Total current liabilities

 

 

21,243,867

 

 

 

21,110,096

 

June 2025 convertible note, net

 

 

-

 

 

 

21,469,675

 

March 2025 convertible note - related party

 

 

-

 

 

 

47,207,556

 

Other non-current liabilities

 

 

-

 

 

 

689,680

 

Total liabilities

 

 

21,243,867

 

 

 

90,477,007

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2026 and 0 shares issued and outstanding at December 31, 2025

 

 

-

 

 

 

-

 

Common stock, $0.0001 par value; 600,000,000 shares authorized, 55,407,302 shares issued and 55,021,701 shares outstanding at June 30, 2026 and 48,477,883 shares issued and 48,419,266 shares outstanding at December 31, 2025

 

 

5,542

 

 

 

4,849

 

Additional paid-in-capital

 

 

241,003,835

 

 

 

233,924,782

 

Accumulated deficit

 

 

(209,758,447

)

 

 

(170,938,984

)

Total stockholders’ equity

 

 

31,250,930

 

 

 

62,990,647

 

Total liabilities and stockholders’ equity

 

$

52,494,797

 

 

$

153,467,654

 

 

 

 

 

 

 

 

 

 


 

Fold Holdings, Inc. Condensed Statements of Operations (Unaudited)

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues, net

 

$

6,089,909

 

 

$

8,175,926

 

 

$

11,682,218

 

 

$

15,263,763

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Banking and payments costs

 

 

5,108,245

 

 

 

7,682,621

 

 

 

9,914,619

 

 

 

14,441,545

 

Custody and trading costs

 

 

739,039

 

 

 

142,811

 

 

 

1,337,454

 

 

 

188,596

 

Compensation and benefits

 

 

3,790,067

 

 

 

3,676,657

 

 

 

7,824,334

 

 

 

10,134,597

 

Marketing expenses

 

 

728,338

 

 

 

620,923

 

 

 

996,446

 

 

 

1,020,721

 

Professional fees

 

 

1,255,832

 

 

 

1,270,345

 

 

 

2,923,246

 

 

 

3,058,850

 

Amortization expense

 

 

173,985

 

 

 

106,837

 

 

 

330,064

 

 

 

197,908

 

(Gain) loss on customer rewards liability

 

 

(745,598

)

 

 

2,071,505

 

 

 

(2,253,069

)

 

 

970,648

 

(Gain) loss on digital assets - rewards treasury

 

 

1,119,388

 

 

 

(2,334,677

)

 

 

2,808,843

 

 

 

(1,324,091

)

Other selling, general and administrative expenses

 

 

1,689,247

 

 

 

1,264,422

 

 

 

3,399,228

 

 

 

2,400,876

 

Total operating expenses

 

 

13,858,543

 

 

 

14,501,444

 

 

 

27,281,165

 

 

 

31,089,650

 

Operating loss

 

 

(7,768,634

)

 

 

(6,325,518

)

 

 

(15,598,947

)

 

 

(15,825,887

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on digital assets - investment treasury

 

 

105,167

 

 

 

36,582,224

 

 

 

(28,524,298

)

 

 

20,965,072

 

Change in fair value of SAFEs

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,503,113

)

Change in fair value of convertible note

 

 

-

 

 

 

(5,309,608

)

 

 

13,200,089

 

 

 

(11,843,751

)

Convertible note issuance costs and fees

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,569,109

)

Legal settlements

 

 

(1,374,828

)

 

 

-

 

 

 

(1,374,828

)

 

 

-

 

Loss on extinguishment of debt

 

 

-

 

 

 

(9,612,199

)

 

 

(4,005,132

)

 

 

(9,612,199

)

Interest expense

 

 

(921,881

)

 

 

(1,974,849

)

 

 

(3,195,709

)

 

 

(3,246,487

)

Other income

 

 

308,619

 

 

 

66,398

 

 

 

682,833

 

 

 

186,701

 

Other income (expense), net

 

 

(1,882,923

)

 

 

19,751,966

 

 

 

(23,217,045

)

 

 

(19,622,886

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) before income taxes

 

 

(9,651,557

)

 

 

13,426,448

 

 

 

(38,815,992

)

 

 

(35,448,773

)

Income tax expense (benefit)

 

 

-

 

 

 

881

 

 

 

3,471

 

 

 

4,859

 

Net income (loss)

 

$

(9,651,557

)

 

$

13,425,567

 

 

$

(38,819,463

)

 

$

(35,453,632

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(9,651,557

)

 

$

13,425,567

 

 

$

(38,819,463

)

 

$

(35,453,632

)

Diluted

 

$

(9,651,557

)

 

$

13,425,567

 

 

$

(38,819,463

)

 

$

(35,453,632

)

Net income (loss) per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.19

)

 

$

0.29

 

 

$

(0.76

)

 

$

(0.98

)

Diluted

 

$

(0.19

)

 

$

0.28

 

 

$

(0.76

)

 

$

(0.98

)

Weighted-average shares used to compute net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

51,825,321

 

 

 

46,503,358

 

 

 

50,746,857

 

 

 

36,062,784

 

Diluted

 

 

51,825,321

 

 

 

47,561,116

 

 

 

50,746,857

 

 

 

36,062,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Fold Holdings, Inc. Condensed Statements of Cash Flows (Unaudited)

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(38,819,463

)

 

$

(35,453,632

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Amortization expense

 

 

330,064

 

 

 

197,908

 

Loss (gain) on digital assets - rewards treasury

 

 

2,808,843

 

 

 

(1,324,091

)

Loss (gain) on digital assets - investment treasury

 

 

28,524,298

 

 

 

(20,965,072

)

(Gain) loss on customer rewards liability

 

 

(2,253,069

)

 

 

970,648

 

Change in fair value of convertible note

 

 

(13,200,089

)

 

 

11,843,751

 

Convertible note issuance costs and fees

 

 

-

 

 

 

9,569,109

 

Loss on extinguishment of debt

 

 

4,005,132

 

 

 

9,612,199

 

Amortization of debt issuance costs

 

 

6,638

 

 

 

112,187

 

Amortization of debt discount and premium

 

 

179,929

 

 

 

953,404

 

Change in fair value of SAFEs

 

 

-

 

 

 

6,503,113

 

Share-based compensation expense

 

 

3,353,459

 

 

 

6,895,480

 

Other non-cash adjustments

 

 

(551,717

)

 

 

-

 

Increase (decrease) in cash resulting from changes in:

 

 

 

 

 

 

Accounts receivable, net

 

 

113,200

 

 

 

(246,105

)

Credit card receivable, net

 

 

(2,753,588

)

 

 

-

 

Inventories

 

 

(369,263

)

 

 

(67,489

)

Prepaid expenses and other current assets

 

 

270,655

 

 

 

(603,030

)

Accounts payable

 

 

(6,233

)

 

 

195,286

 

Accrued expenses and other current liabilities

 

 

1,017,227

 

 

 

1,376,866

 

Accrued legal settlement

 

 

1,374,828

 

 

 

-

 

Customer rewards liability

 

 

753,528

 

 

 

1,318,429

 

Deferred revenue

 

 

(138,104

)

 

 

(133,156

)

Other non-current liabilities

 

 

(689,680

)

 

 

293,114

 

Net cash used in operating activities

 

 

(16,043,405

)

 

 

(8,951,081

)

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Purchases of digital assets

 

 

(1,748,759

)

 

 

(2,374,030

)

Proceeds from sales of digital assets

 

 

59,120,684

 

 

 

-

 

Payments for capitalized software development costs

 

 

(740,184

)

 

 

(434,820

)

Net cash provided by (used in) investing activities

 

 

56,631,741

 

 

 

(2,808,850

)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from issuance of note

 

 

13,000,000

 

 

 

-

 

Repayment of convertible note

 

 

(25,166,667

)

 

 

-

 

Proceeds from recapitalization

 

 

-

 

 

 

804,624

 

Payments of deferred IPO costs

 

 

-

 

 

 

(652,013

)

Payment of debt issuance costs

 

 

-

 

 

 

(113,320

)

Proceeds from issuance of common stock

 

 

3,262,213

 

 

 

-

 

Proceeds from credit facility

 

 

10,000,000

 

 

 

-

 

Repayment of credit facility

 

 

(20,000,000

)

 

 

-

 

Common stock withheld for employee tax obligations

 

 

(949,300

)

 

 

-

 

Net cash provided by (used in) financing activities

 

 

(19,853,754

)

 

 

39,291

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

20,734,582

 

 

 

(11,720,640

)

Cash and cash equivalents, beginning of period

 

 

7,652,203

 

 

 

18,330,359

 

Cash and cash equivalents, end of period

 

$

28,386,785

 

 

$

6,609,719

 

 

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

Non-cash payment of interest with common stock

 

$

613,334

 

 

$

646,667

 

Distributions of digital assets to fulfill customer reward redemptions

 

 

869,038

 

 

 

1,489,430

 

Distributions of digital assets to satisfy other current obligations

 

 

1,089,777

 

 

 

46,955

 

Non-cash payment for intellectual property acquisition with common stock

 

 

182,379

 

 

 

 

Non-cash repayment of convertible note via transfer of digital assets - related party

 

 

34,007,466

 

 

 

 

Non-cash amortization of deferred issuance costs

 

 

167,539

 

 

 

 

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

 

Change in fair value of Series C Warrants included in loss on extinguishment

 

 

 

 

 

498,771

 

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

 

 

3,408,749

 

 

 

-

 

 

 


 

Non-GAAP Financial Measures

Adjusted EBITDA

 

In addition to net income (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, (vi) impairments, restructuring charges, and business acquisition- or disposition-related expenses that we believe are not indicative of our core operating results, and (vii) legal settlement expenses associated with unusual or non-recurring litigation matters 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 and Adjusted EBITDA per share provide 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 June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net income (loss)

 

$

(9,651,557

)

 

$

13,425,567

 

 

$

(38,819,463

)

 

$

(35,453,632

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

921,881

 

 

 

1,974,849

 

 

 

3,195,709

 

 

 

3,246,487

 

Income tax expense (benefit)

 

 

-

 

 

 

881

 

 

 

3,471

 

 

 

4,859

 

Amortization expense

 

 

173,985

 

 

 

106,837

 

 

 

330,064

 

 

 

197,908

 

Share-based compensation expense

 

 

1,656,693

 

 

 

1,725,205

 

 

 

3,366,106

 

 

 

6,895,480

 

(Gain) loss on customer rewards liability

 

 

(745,598

)

 

 

2,071,505

 

 

 

(2,253,069

)

 

 

970,648

 

(Gain) loss on digital assets - rewards treasury

 

 

1,119,388

 

 

 

(2,334,677

)

 

 

2,808,843

 

 

 

(1,324,091

)

(Gain) loss on digital assets - investment treasury

 

 

(105,167

)

 

 

(36,582,224

)

 

 

28,524,298

 

 

 

(20,965,072

)

Change in fair value of SAFEs

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,503,113

 

Change in fair value of other liabilities

 

 

(208,678

)

 

 

 

 

 

(551,717

)

 

 

 

Change in fair value of convertible note

 

 

-

 

 

 

5,309,608

 

 

 

(13,200,089

)

 

 

11,843,751

 

Convertible note issuance costs and fees

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,569,109

 

Legal settlements

 

 

1,374,828

 

 

 

-

 

 

 

1,374,828

 

 

 

-

 

Loss on extinguishment of debt

 

 

-

 

 

 

9,612,199

 

 

 

4,005,132

 

 

 

9,612,199

 

Adjusted EBITDA (loss)

 

$

(5,464,225

)

 

$

(4,690,250

)

 

$

(11,215,887

)

 

$

(8,899,241

)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Adjusted EBITDA (loss)

 

$

(5,464,225

)

 

$

(4,690,250

)

 

$

(11,215,887

)

 

$

(8,899,241

)

Weighted-average shares used to compute basic and diluted net loss per share

 

 

51,825,321

 

 

 

46,503,358

 

 

 

50,746,857

 

 

 

36,062,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (loss) per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.11

)

 

$

(0.10

)

 

$

(0.22

)

 

$

(0.25

)

 

 


 

For investor inquiries, please contact:
OG Advisory Group

Samir Jain, CFA

FoldIR@orangegroupadvisors.com

 

For media inquiries, please contact:

Confluence Partners, LLC

Cindy Stoller

Media@foldapp.com