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Fold Holdings, Inc. (FLD)·Q2 2025 Earnings Summary

Executive Summary

  • Q2 2025 revenue was $8.18M, up 59% YoY, with GAAP net income of $13.43M and diluted EPS of $0.28; Adjusted EBITDA was a loss of $4.69M as operating costs rose with public-company build-out and headcount .
  • Results modestly beat Wall Street consensus: revenue $8.07M vs. actual $8.18M, and Primary EPS -$0.19 vs. actual -$0.14; note the company-reported diluted EPS of $0.28 diverges from S&P’s Primary EPS framework due to fair-value items and methodology differences* (Values retrieved from S&P Global).
  • Core KPIs continued to expand: transaction volume reached $265M, active accounts exceeded 615K, verified accounts topped 80K; Bitcoin treasury holdings were 1,492 BTC ($160M value as of 6/30/25), with an additional $250M equity purchase facility to opportunistically add BTC .
  • Near-term catalysts: rollout of the Bitcoin Gift Card with major distributors (e.g., Blackhawk/giftcards.com) and the planned late-2025 launch of the Bitcoin rewards credit card (75K waitlist), plus expected paid marketing activation tied to product availability .

What Went Well and What Went Wrong

What Went Well

  • Strong headline growth: revenue +59% YoY to $8.18M and GAAP net income $13.43M driven by fair-value gains on the BTC investment treasury; “We posted a strong performance across the board…revenues, profits, customer growth, and platform volumes” .
  • KPIs expansion with limited marketing: +10K new accounts, +3K verified in Q2; transaction volumes +124% YoY to $265M, with new product momentum (Bitcoin Sends, Gift Card distribution, credit card development) .
  • Strategic financing and treasury scale: established $250M equity purchase facility; 1,492 BTC held, $160M value as of 6/30/25; management frames accretion in “SATs per share” and intends opportunistic use .

What Went Wrong

  • Core operating loss and higher opex: operating loss of $(6.33)M in Q2; Adjusted EBITDA loss widened YoY to $(4.69)M on legal, insurance, payroll, and public-company costs .
  • Earnings quality volatility: GAAP profitability largely driven by fair-value remeasurement of BTC assets/liabilities, creating large swings in net income and margins period-to-period .
  • Product timing still pending: credit card launch guided “this year” without a month; marketing spend ($3M budgeted) largely deferred until broader product availability, leaving growth more reliant on organic traction near term .

Financial Results

MetricQ2 2024Q1 2025Q2 2025
Revenue ($USD)$5,138,624 $7,087,837 $8,175,926
Net Income (Loss) ($USD)$(2,319,447) $(48,879,200) $13,425,567
Diluted EPS ($USD)$(0.40) $(1.92) $0.28
Operating Income (Loss) ($USD)$(1,188,980) $(9,500,370) $(6,325,518)
Adjusted EBITDA ($USD, non-GAAP)$(1,168,383) $(4,208,992) $(4,690,250)
Adjusted EBITDA (Loss) per share ($USD, non-GAAP)$(0.20) $(0.17) $(0.10)

Margins (derived from company-reported figures):

MarginQ2 2024Q1 2025Q2 2025
Net Income Margin %(2.319M ÷ 5.139M) = −45.2% (−48.879M ÷ 7.088M) = −690.0% (13.426M ÷ 8.176M) = 164.2%
Adjusted EBITDA Margin %(−1.168M ÷ 5.139M) = −22.7% (−4.209M ÷ 7.088M) = −59.4% (−4.690M ÷ 8.176M) = −57.4%

KPIs and Treasury

KPIQ1 2025Q2 2025
Total Transaction Volume ($USD)~$250,000,000 $265,000,000
Total Active Accounts600,000+ 615,000+
New Accounts (quarter)+17,000 +10,000
Total Verified Accounts76,000+ 80,000+
New Verified Accounts (quarter)+5,000 +3,000
Bitcoin Treasury (BTC)1,490 BTC 1,492 BTC
BTC Treasury Value (period end)~$150M as of 5/13/25 ~$160M as of 6/30/25
Credit Card Waitlist75,000 ~75,000

Guidance Changes

MetricPeriodPrevious GuidanceCurrent GuidanceChange
Total Revenue ($USD)FY 2025$61.6M (issued at merger; “remains unchanged”) No explicit update in Q2; management reiterated legacy growth and product contributions Maintained (no formal update)
Legacy Product Lines Revenue ($USD)FY 2025N/A$34–$42M implied for legacy lines based on YTD growth pace New detail (range introduced)
Marketing Expenses ($USD)FY 2025~$3M, ~10x YoY Earmarked for credit card and gift card; activation as distribution scales Maintained
SeasonalityFY 2025Q4 historically strongest Reiterated Q4 peak seasonality Maintained
Financing CapacityOngoingN/A$250M equity purchase facility for accretive BTC accumulation and growth New capacity

Earnings Call Themes & Trends

TopicPrevious Mentions (Q1 2025)Current Period (Q2 2025)Trend
Bitcoin Gift Card distributionAnnounced; partner Totus; phased rollout to thousands of locations Live online; rolling out through Blackhawk, giftcards.com, Tillo; co-marketing planned; physical retail targeted in Q4 Accelerating rollout, expanding partners
Rewards Credit CardAnnounced; 75K waitlist; launch later in 2025 “This year” launch goal; issuing partner to be announced; facilities to scale; waitlist prioritization Execution-focused, still on track
Treasury strategy~1,490 BTC; opportunistic accumulation; fair-value swings discussed 1,492 BTC; $250M ELOC; “SATs per share” lens for accretion; expect Q3 usage Larger capacity, clearer KPI framing
Exchange/custody expansionOpening platform beyond cardholders; adding wires; licensing footprint expansion Launched Bitcoin Sends; more states; enhanced funding and larger orders; broadened user base Product breadth improving
Regulatory/macroPositive developments; Fannie/Freddie, de minimis proposals; retirement accounts Reinforced as demand tailwinds; institutional adoption narrative Supportive backdrop
Marketing strategyBudget up; focus on paid acquisition; seasonality noted ~$3M earmarked; co-marketing with distributors; activation tied to availability Activation pending product coverage

Management Commentary

  • “We posted a strong performance across the board, revenues, profits, customer growth, and platform volumes…This was a terrific quarter both for Fold and the Bitcoin industry.” — Will Reeves .
  • “Second quarter revenues were $8,200,000…We recorded GAAP net profit of $13,400,000…The primary driver…was a $37,000,000 increase in the fair value of our Bitcoin investment treasury.” — CFO Wolf Repass .
  • “Our Bitcoin Investment Treasury currently stands at nearly 1,500 BTC…Our strategy…establishment of a $250 million equity purchase facility…allows Fold to continue to expand our Bitcoin holdings.” — Will Reeves .
  • “We plan to use this facility when accretive…measured using Bitcoin per share, which we consider to be the leading KPI for Bitcoin treasury companies.” — Wolf Repass .

Q&A Highlights

  • Gift Card rollout and marketing: Physical retail to focus on tier-one partners (via Blackhawk’s large footprint); co-marketing with distributors; limited spend so far pending broader availability .
  • Credit Card launch mechanics: Issuing partner and credit facilities to enable rapid scale; waitlist customers first; launch targeted “this year” with emphasis on quality and speed .
  • Treasury/ELOC usage framework: Accretion assessed by “SATs per share” (BTC per share), balancing treasury accumulation with investment in operating growth; expect initial ELOC usage starting in Q3 .
  • Distribution strategy: Explained roles of Blackhawk, InComm, Tillo, and Totus; low cannibalization risk due to limited overlap and retailer preference for exclusivity on racks .

Estimates Context

MetricConsensus (Q2 2025)Actual (Q2 2025)Surprise
Revenue ($USD)$8,066,670*$8,175,926 +$109,256 (+1.4%)*
Primary EPS ($USD)−$0.1933*−$0.1424*+$0.051*

Notes: Company reported diluted EPS of $0.28 (GAAP) versus S&P’s Primary EPS framework which reflects different normalization and fair-value treatment .
*Values retrieved from S&P Global.

Key Takeaways for Investors

  • Headline beat and profitability driven by fair-value gains on BTC holdings; underlying operations still loss-making with Adjusted EBITDA negative, reflecting scaling costs and public-company build-out .
  • Growth engines are set to activate: Bitcoin Gift Card distribution expanding (online and in-store), and the credit card targeted for late-2025 launch with 75K+ ready demand; marketing to be switched on as availability scales .
  • Treasury strategy plus $250M facility enables accretive BTC accumulation; watch “SATs per share” disclosures and initial facility usage in Q3 as key signals .
  • Expect continued KPI momentum (accounts, volumes) and Q4 seasonality tailwind; near-term earnings quality likely remains volatile due to BTC fair-value marks .
  • Estimate revisions: modest revenue/EPS beat suggests limited upward adjustments; consensus should reconcile company-reported GAAP EPS vs S&P Primary EPS framework.
  • Trading setup: stock narrative likely centers on product rollout timing/partners, treasury accretion pace, and evidence of improved unit economics as paid marketing ramps .
  • Medium-term thesis: if distribution moats solidify (gift card exclusivity, tier-one retail racks) and credit card scales, diversified revenue streams could reduce reliance on BTC remeasurement, supporting more stable margins .