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Fold Holdings, Inc. (FLD)·Q3 2025 Earnings Summary

Executive Summary

  • Q3 2025 revenue of $7.40M grew 41% YoY but missed S&P Global consensus ($9.20M); GAAP EPS was $0.01 vs a loss last year, while non-GAAP Primary EPS (S&P methodology) was roughly in line with consensus (≈-$0.12) as operating losses were offset by bitcoin fair value gains . Values retrieved from S&P Global*
  • Core KPIs were solid: transaction volume rose 43% YoY to $235M; active accounts surpassed 625K and verified accounts 82K+ .
  • Strategy execution advanced: Visa/Stripe partnerships for the Bitcoin Rewards Credit Card (waitlist >80K) and nationwide rollout of the Fold Bitcoin Gift Card (online, ~2,000 Kroger stores, Steak ‘n Shake co-promotion) with negative CAC dynamics from gift card redemptions .
  • Liquidity optionality improved: a $45M bitcoin‑collateralized revolving credit facility (Two Prime) and an existing $250M equity purchase facility provide non-dilutive/dilutive levers; only ~$5M drawn on the revolver to date, intended to support growth while preserving the bitcoin treasury (1,526 BTC as of 11/6) .

What Went Well and What Went Wrong

  • What Went Well

    • Gift card distribution accelerated with online partners, ~2,000 Kroger locations, and Steak ‘n Shake national promotion; management emphasized the product’s role as a negative CAC on-ramp: “We are… being paid to acquire this new customer” via gift card redemptions .
    • Credit card program near launch readiness with Visa/Stripe; waitlist surpassed 80,000; initial distribution targeted by year-end and general access in Q1 2026, positioning for meaningful 2026 growth .
    • Balance sheet flexibility: $45M Two Prime revolver (bitcoin‑secured, non‑rehypothecated collateral) and $250M equity purchase facility; “full discretion” on draws; treasury accumulated to 1,526 BTC (~$154M as of 11/6) .

  • What Went Wrong

    • Topline miss vs consensus: revenue of $7.40M vs $9.20M expected; Q3 seasonally precedes the company’s biggest Q4, but the delta to consensus was notable . Values retrieved from S&P Global*
    • Operating performance remained loss-making on an adjusted basis: Adjusted EBITDA (Loss) was $(4.20)M, essentially flat YoY, reflecting scaling costs ahead of new product monetization .
    • Credit card timing: still no exact GA date; management is sequencing internal/external cohorts and billing-cycle testing to ensure scale reliability before broad launch .

Financial Results

MetricQ3 2024Q1 2025Q2 2025Q3 2025
Revenue ($)$5,241,889 $7,087,837 $8,175,926 $7,398,939
GAAP Net Income (Loss) ($)$(62,310,678) $(48,879,200) $13,425,567 $554,242
GAAP Diluted EPS ($)$(10.68) $(1.92) $0.28 $0.01
Adjusted EBITDA (Loss) ($)$(4,206,774) $(4,208,992) $(4,690,250) $(4,201,998)

Estimate comparison (S&P Global consensus vs. actual):

  • Revenue: Q3 2025 $9.20M consensus vs $7.40M actual (miss)*
  • Primary EPS (S&P methodology): Q3 2025 -$0.12 consensus vs -$0.120 actual (roughly in line to fractional beat)*

KPIs and balance-sheet related:

KPI / MetricQ1 2025Q2 2025Q3 2025
Transaction Volume ($)~$250M $265M $235M
Active Accounts>600,000 615,000+ 625,000+
Verified Accounts>76,000 80,000+ 82,000+
Bitcoin Treasury (BTC, period-end)1,490 1,492 1,494 (9/30); 1,526 as of 11/6

Estimates (context):

MetricQ1 2025Q2 2025Q3 2025FY 2025FY 2026
Primary EPS Consensus Mean-0.10*-0.1933*-0.12*-0.99*-0.40*
Primary EPS Actual (S&P)-0.4225*-0.1424*-0.1196*——
Revenue Consensus Mean ($)8,400,000*8,066,670*9,203,000*32,781,750*54,566,670*
Revenue Actual ($)7,087,837 8,175,926 7,398,939 ——
Target Price Consensus Mean ($)7.11*7.11*7.11*7.11*7.11*

Note: “Primary EPS” reflects S&P Global’s methodology and can differ from GAAP diluted EPS due to adjustments and definitions.
*Values retrieved from S&P Global.

Guidance Changes

MetricPeriodPrevious GuidanceCurrent GuidanceChange
RevenueFY 2025Management previously referenced a 2025 target at the time of the merger; later noted no explicit updated forecast in Q1 No formal numerical guidance re-affirmed in Q3; expects momentum into Q4 seasonal peak Maintained “no formal guidance”
Credit Card LaunchQ4’25–Q1’26NAInitial distribution by year-end; scale to general access in Q1 2026 New timing details
Marketing/CAC2H’25–2026Budgeted ~$3M for 2025 in Q1 Gift card channel showing negative CAC; step-up in paid channels as distribution expands Positive update on CAC dynamics
CapitalOngoing$250M equity purchase facility disclosed in Q2 Added $45M Two Prime revolver; $5M drawn to date Increased liquidity optionality

Earnings Call Themes & Trends

TopicPrevious Mentions (Q1 2025 / Q2 2025)Current Period (Q3 2025)Trend
Bitcoin Rewards Credit CardAnnounced; 75K waitlist; targeting 2025 launch Visa/Stripe partners; waitlist >80K; internal/external cohort testing; initial distribution YE25, GA Q1’26 Advancing to launch readiness
Bitcoin Gift CardAnnounced in May; online distribution (giftcards.com, Blackhawk, Tillo) ~2,000 Kroger locations; Steak ‘n Shake co-promo; negative CAC acquisition engine Scaling channels; strong demand
Custody/TradingOpened to broader base; “Bitcoin Sends” live; more states, larger orders Continued expansion; exchange opening to more users reiterated Steady build
Treasury Strategy~1,490 BTC; accretive accumulation focus on SATS/share 1,526 BTC as of 11/6; no sales since going public; SATS/share remains key KPI Growing
Marketing/CAC~$3M planned 2025 spend; largely organic growth Gift card channel yields negative CAC; paid spend to activate alongside wider distribution Better unit economics
Capital & Liquidity$250M equity purchase facility (Q2) Adds $45M Two Prime revolver, discretionary draws; $5M drawn More optionality

Management Commentary

  • “We delivered a strong third quarter, with consistent growth across core metrics... We formalized our partnership with Visa and Stripe for the upcoming Fold Bitcoin Rewards Credit Card… Momentum continues to build ahead of the launch with a growing waitlist…” — Will Reeves, CEO .
  • “This facility increases our financial liquidity… complements our existing $250 million equity purchase facility… Our bitcoin treasury remains a core part of Fold’s long-term strategy… we held 1,526 bitcoin, valued at approximately $154 million [as of Nov 6, 2025].” — Will Reeves, CEO .
  • “Operating costs decreased almost 10% in Q3 2025 compared to Q2 2025… In Q3 2025, our adjusted EBITDA was a $4.2 million loss, flat vs Q3 2024. Each of our individual business lines currently generates positive gross margins.” — Wolfe Repass, CFO .

Q&A Highlights

  • Gift card traction and seasonality: early data shows healthy volumes; 80% of annual gift card sales occur in Nov–Dec; expected lift into Q4; additional retailers and use-cases (employers, loyalty swaps) in pipeline .
  • Credit card demand and ramp: waitlist >80K; phased rollout with internal/external cohorts; end‑to‑end billing-cycle testing before GA; significant cross‑sell potential into ecosystem .
  • CAC dynamics: gift card product yields negative CAC (Fold earns revenue at redemption), contrasting with competitors’ high acquisition costs; plan to scale most efficient channels .
  • Capital strategy: revolver leverages BTC collateral to avoid selling bitcoin or dilutive equity at depressed prices; preserves alignment with customers holding BTC long term .
  • Distribution partners: works with both Blackhawk and InComm, plus direct retailer deals (e.g., Steak ‘n Shake); focus on top-tier, high‑visibility placements first to concentrate co‑marketing .

Estimates Context

  • Revenue missed S&P Global consensus: $7.40M actual vs $9.20M estimated (reflects pre‑holiday seasonality and new product contribution ramp)* .
  • Primary EPS (S&P methodology) roughly matched consensus: -$0.120 actual vs -$0.12 estimated; GAAP EPS printed at $0.01 due to non‑operating gains (bitcoin fair value), underscoring the gap between GAAP EPS and normalized operating performance . Values retrieved from S&P Global*

Key Takeaways for Investors

  • Near-term: Expect Q4 seasonal uplift (holiday gift cards, higher consumer spend) and early credit card distribution by YE25; trading focus should be on gift card sell‑through, net adds, and CAC economics .
  • Medium-term: Credit card GA in Q1’26 plus broader retail gift card distribution can expand TAM, share of wallet, and monetization across products; watch adoption curves vs marketing spend efficiency .
  • Unit economics: Negative CAC from gift cards is a differentiator; monitor conversion from active to verified accounts and cross‑sell into higher-margin lines (trading, credit card) .
  • Liquidity/treasury: Two Prime $45M revolver and $250M ELOC provide growth capital while preserving BTC holdings (1,526 BTC as of 11/6); minimal revolver draws so far suggest optionality remains high .
  • Earnings quality: GAAP EPS sensitive to bitcoin fair value; Adjusted EBITDA remains loss‑making but stable YoY; scaling revenue streams and operating leverage are the path to sustainable profitability .
  • Catalysts: Additional retail gift card placements, credit card launch milestones, BTC price tailwinds (impacting treasury and activity), and improved paid marketing efficiency.

Footnotes:

  • Values retrieved from S&P Global.

Citations:

  • Q3 2025 8-K press release/financials and commentary:
  • Q3 2025 earnings call transcript:
  • Q2 2025 8-K press release/financials:
  • Q1 2025 10‑Q and KPIs:
  • Two Prime revolving credit facility 8‑K: