Monday, July 28, 2025

Fold Holdings, Inc. Initial Public Offering Released - What you need to know

Fold Holdings, Inc. Investor Report Summary

Company Overview Fold Holdings, Inc. is a bitcoin financial services company founded in 2019, focused on expanding access to bitcoin through consumer financial products, including debit cards, rewards, and trading platforms. In February 2025, Fold completed a business combination with FTAC Emerald Acquisition Corp., with its common stock now listed on Nasdaq under the ticker “FLD”. The company operates primarily in the U.S. and partners with key financial institutions including Sutton Bank, BitGo, and Fortress Trust for banking and custody services.

Key Financial Metrics

Year Ended December 31, 2024
- Revenues, net: $23.8 million (up 10% from $21.5 million in 2023)
- Banking and payment revenues: $23.4 million, up 10%
- Operating expenses: $29.6 million (up 8%)
- Banking and payment costs: $22.5 million
- Custody and trading costs: $0.23 million
- Compensation and benefits: $3.2 million (down 13%)
- Professional fees: $1.86 million (up from $0.42 million)
- Operating loss: $(5.8) million
- Net loss: $(65.1) million (including significant non-cash fair value adjustments on SAFEs)
- Net cash used in operating activities: $(3.3) million
- Cash and cash equivalents (12/31/24): $18.3 million
- Total assets (12/31/24): $125.7 million
- Liabilities: $193.5 million (primarily from SAFEs and convertible notes; $171.1 million in SAFEs, $20.0 million in convertible notes at year end)
- Digital assets (bitcoin) held (12/31/24): $102.1 million (1,094 BTC), with $93.6 million in investment treasury and $8.6 million in rewards treasury

Three Months Ended March 31, 2025
- Revenues, net: $7.1 million (44% growth Y/Y from $4.9 million 3M/2024)
- Operating expenses: $16.6 million (up from $5.8 million)
- Net loss: $(48.9) million (including $15.6 million loss on digital assets, $6.5 million loss on SAFEs, $6.5 million on convertible note fair value, and $9.6 million convertible note issuance costs)
- Adjusted EBITDA (Non-GAAP): $(4.2) million
- Cash and cash equivalents (3/31/25): $11.7 million
- Bitcoin treasury (3/31/25): 1,579 BTC ($130.3 million market value)
- Debt principal due (3/31/25): $66.3 million (two convertible notes)

Operational Metrics - Total transaction volume processed since inception through 3/31/2025: ~$2.8 billion
- Active accounts as of 3/31/25: >609,000 (added 17,000 new actives in Q1 2025)
- Verified accounts as of 3/31/25: >76,000
- Continued growth in customer base and engagement driven by new product launches (e.g. Bitcoin Rewards Credit Card, Gift Cards)

Capital Raising and Share Information - Recent capital raises via SAFEs, convertible notes, and facility agreements.
- Pending Equity Purchase Facility with SZOP: up to $250 million in aggregate gross proceeds; up to 9,282,287 shares may be issued for resale, with potential for shareholder dilution.
- 46,716,520 shares outstanding as of July 10, 2025, to rise to 55,998,807 post-offering (if maximum shares sold).
- Substantial warrant overhang: 15,099,378 outstanding warrants (average exercise price $10.24)

Key Risks

  1. Shareholder Dilution and Facility Risk:

    • Sale of stock to SZOP and exercise of warrants could significantly dilute existing shareholders. (9.3 million shares may be issued under the purchase facility, which is up to 19.99% of current shares.)
    • No guarantee of access to full $250 million facility; sales dependent on market price and trading volumes.
  2. Operating Losses, Cash Burn, and Funding Needs:

    • Significant net losses ($65.1 million in FY 2024 and $48.9 million in Q1 2025) driven by non-cash expense on SAFEs and volatile bitcoin valuation adjustments.
    • Negative cash flow from operations; continued need for additional capital; restrictive debt covenants.
  3. Bitcoin Price and Volatility Exposure:

    • Treasury and customer rewards liabilities directly tied to bitcoin market prices; $130.3 million in bitcoin at March 31, 2025, subject to loss from price declines.
    • Q1 2025: $15.6 million loss on digital assets.
  4. Regulatory Uncertainty:

    • Digital asset services face evolving regulatory scrutiny (state, federal, and global). Recent events (e.g., Synapse Financial bankruptcy, heightened bank partner regulatory scrutiny) may increase costs or restrict growth.
    • Fold operates as a non-bank financial service, partners must maintain compliance.
  5. Counterparty & Custody Risks:

    • Reliance on Sutton Bank for cash custody and Fortress/BitGo for bitcoin custody. As of year-end 2024, 99%+ of proprietary bitcoin was held at BitGo; customer bitcoin split among Fortress and BitGo.
    • Insolvency of, or security failure by, partners would directly impact customer assets.
  6. Competitive Pressure:

    • Significant competition from both fintech incumbents and new entrants with more resources or greater regulatory flexibility.
    • Recent product launches by competitors in rewards and bitcoin services may affect growth prospects.
  7. Technological and Security Risks:

    • Exposure to cyberattacks, data breaches, and loss or theft of bitcoin private keys.
    • Significant resources required for ongoing software development and compliance with privacy laws.
  8. Concentration & Customer Demand:

    • Success highly dependent on maintaining and growing the active verified user base; loss of customer engagement or product dissatisfaction could impair revenues.

Management Discussion and Outlook

  • Growth Initiatives:

    • Continued focus on customer base expansion, product innovation (Bitcoin Rewards Credit Card, Gift Card, enhancements to custody and trading).
    • Investment in product and marketing to stimulate organic and referral-based growth.
  • Bitcoin Treasury Strategy:

    • Accumulation of significant bitcoin reserves for both investment and rewards fulfillment.
    • As of 3/31/25, 1,579 BTC in treasury; treasury assets provide potential upside but increase exposure to bitcoin price swings.
  • Liquidity and Capital Resources:

    • $11.7 million cash at 3/31/25; $130.3 million in bitcoin; $66.3 million debt principal due.
    • Ongoing need for external financing. Company expects existing resources, plus access to facilities and capital markets, to support near-term operations.
  • Expense Management:

    • Notable increase in professional fees due to transaction and audit expenses. Compensation expenses expected to rise in 2025 with new hires for product launches.
  • Accounting and Non-GAAP Metrics:

    • Adjusted EBITDA for Q1 2025 at $(4.2) million.
    • Accounting treatment of SAFEs, convertible notes, and bitcoin assets significantly affects reported losses; ongoing fair value remeasurements add volatility.

Capital Structure and Ownership

  • Large shareholders include Thesis, Inc. (8.84%), Fulgur Frontier Capital LP (14.02%), and Craft Ventures II, L.P. (7.80%).
  • Executive and director group collectively owns 27.26% of outstanding equity.

Conclusion

Fold Holdings offers unique exposure to the bitcoin-centric retail financial services market with strong product momentum and asset growth. Investors should weigh growth potential against material risks, namely bitcoin price dependence, operating losses, regulatory uncertainty, and dilution from convertible instruments and warrant overhang. Ongoing capital needs and reliance on third-party custodians underline the importance of frequent financial and operational monitoring.

For more granular insights and analysis check out Publicview AI here


This Week's Top E-commerce News Stories 💥 July 28th, 2025

Hi r/Shopify - I'm Paul and I follow the e-commerce industry closely for my Shopifreaks E-commerce Newsletter, which I've published weekly since 2021.

I was invited by the Mods of this subreddit to share my weekly e-commerce news recaps (ie: shorter versions of my full editions) to r/Shopify. Although my news recaps aren't strictly about Shopify (some weeks Shopify is covered more than others), I hope they bring value to your business no matter what platform you're on.

Let's dive into this week's top stories...


STAT OF THE WEEK: Google users who encountered an AI summary clicked on a link in the summary itself just 1% of the time, according to Pew Research Center. Scrolling past the AI Overview section, users who encountered an AI summary clicked on a traditional search result link in only 8% of all visits, as opposed to 15% on visits without AI summaries displayed. The study also revealed that the most frequently cited sources in both Google AI summaries and standard search results are Wikipedia, YouTube, and Reddit.


Walmart unveiled plans to roll out a suite of AI-powered “super agents” designed to improve the shopping experience for customers and streamline its backend operations. The company believes that its four agents powered by agentic AI will soon be the primary way people engage with the retailer and serve as the entry point for every AI interaction that shoppers, employees, suppliers, sellers, and software developers have with Walmart. The agents include Sparky (customer search, discovery, and recommendations), Associate (employee HR and inventory tasks), Marty (onboarding for sellers, suppliers & advertisers), and Developer (for testing future AI tools). Walmart's chief technology officer, Suresh Kumar, said that the company chose to launch these super agents now because “customers are ready, they are using AI in pretty much everything they do.”


Amazon removed its entire Google Shopping advertising presence across all major markets, including the U.S., UK, Germany, and Japan, between July 21 and 23, 2025. The retailer's median Shopping ad impression share dropped from as high as 60% to 0%, marking one of the most dramatic exits from Google’s retail ad ecosystem in recent history. Market observers noted that Amazon cut its Google Shopping spend in the U.S. by 50% in May 2025, indicating that the July withdrawal was part of a longer-term strategy rather than an impulsive move. Advertisers are already seeing changes in click volume and impression share, with some reporting increased ad inventory and early signs of CPC volatility. The long-term impact will depend on whether this shift is a temporary pause, like Amazon’s 2020 retreat, or a permanent reallocation of ad spend away from Google.


The White House unveiled its “AI Action Plan” last week, consisting of a 28-page document laying out three pillars of AI policy in the US: 1) Accelerating AI innovation; 2) Building American AI infrastructure; and 3) Leading international diplomacy and security around AI. Highlights from the action plan include deleting references to DEI in LLMs, rejecting "radical climate dogma," removing state and federal regulatory hurdles for AI development, cutting rules that slow building data centers, expanding the power grid to support the industry, and creating a "try-first" culture for AI across American industry.


PayPal launched a new Pay with Crypto service to allow businesses to accept payments in more than 100 types of cryptocurrencies including Bitcoin and Ethereum. Customers can use their existing Coinbase, Binance, Kraken, or MetaMask wallets, among others, to complete the purchases, and the payments are automatically converted to fiat or stablecoin (including PayPal's own PYUSD stablecoin) for the merchant. PayPal is offering a 0.99% crypto transaction rate until July 31, 2026 before it'll jump to 1.50%. Last week PayPal launched PayPal World, a global partnership that brings together five of the world's largest digital wallets on a single platform, which serves as the wallet ecosystem for Pay with Crypto.


Target is ending its price matching policy today (July 28th), which since 2013 has allowed customers to request a price match if they found an identical item sold for less at Amazon or Walmart. The item had to be exactly identical — same brand, size, weight, color, and model number — to take advantage of the price match guarantee. Moving forward, Target will only price match items if a cheaper price is found on its own website or in one of its other stores within 14 days. Target has previously said that it is committed to “being priced right daily,” but Profitero’s 2024 Price Wars study found Target’s prices are on average 13% higher than Amazon’s, versus Walmart, which averages just 5% over Amazon’s lowest price. So perhaps Target's price match policy was hitting it a little harder than it cares to admit. Either that, or the company is so desperate right now that it's looking to shave points wherever it can in any direction.


On Thursday, Commerce Secretary Howard Lutnick told CNBC that TikTok will go dark for Americans unless China agrees to give the U.S. more control over the app. His comments follow President Trump's third deadline extension last month, which now gives ByteDance until Sep 17th to divest its TikTok U.S. business. Lutnick said that Americans “will have control,” “own the technology,” and “control the algorithm” or else “TikTok is going to go dark.” President Trump has repeatedly said that he has “very wealthy people” lined up who are ready to buy TikTok U.S. — but I've never been convinced that there's actually a seller in this supposed deal that Vice President Vance is negotiating. Obviously there are more than a number of hungry buyers for the app, but both ByteDance and China have been tightlipped about whether a deal is actually on the table or if the company has simply been buying time to grow their business in other territories.


Last week I reported that Delta Air Lines launched a pilot program that uses AI to determine how much you personally will pay for a ticket, as opposed to offering static prices to all customers. This week the backlash has begun… Democratic lawmakers have moved to ban what they call “predatory surveillance pricing” with the newly proposed “Stop AI Price Gouging and Wage Fixing Act” or “SAIPGWFA” for short (just kidding). The bill would prohibit practices like an airline raising prices for a customer after seeing that they searched for a family obituary or a ride share app paying a driver less after seeing that they visited a pawn shop and thus may be more desperate for money.


Vogue magazine and the fashion company Guess are taking heat for printing an advertisement featuring an AI-generated model showing off a striped maxi dress and a floral playsuit from the brand's summer collection. In small print in one corner, the ad revealed that she was created using AI (so at least they were transparent about it), marking the first time an AI-generated person has been featured in the magazine. The wild part is that Guess paid a company low-six figures to employ five people for a month to create the AI model. I feel like that's a lot of extra steps to just hiring and photographing a real model!


Temu is having trouble rebuilding its online retail business in the U.S. following President Trump ending the de minimis exemption that allowed it to import cheap goods directly from China without paying customs duties. Several U.S. companies and sellers told Temu that they cannot provide cheaper prices on branded products than those offered on Amazon in fear that they'll lose their coveted Buy Box if they did so, according to FT sources. Amazon said, “Selling partners independently make decisions regarding their inventory and selection, and set their own prices” — of course they didn't mention anything about the consequences of doing so.


Mastercard and Visa are taking heat following an online petition for the payment gateways to “stop policing” and censoring legal adult-oriented fictional content due to pressure from advocacy groups that aim to push their moral agendas. An Australian feminist non-profit called Collective Shout is at the center of the petition for actively calling for online gaming distribution sites to take down games which depict rape and incest, as well as non-pornographic games with LGBTQ+ themes. In response, a movement has sprung up against Collective Shout for “weaponizing” payment processors to ban legal content worldwide.


Block released a policy agenda, urging Congress to modernize regulations to enable Bitcoin to be used for everyday purchases. The company calls for: 1) passing the Digital Asset Market Clarity Act to define Bitcoin’s legal status; 2) protecting non-custodial actors like wallet providers and miners; and 3) enacting a de minimis tax exemption for small BTC transactions. Under current rules, buying a cup of coffee or other small item with appreciated BTC triggers a taxable event, which Block believes “disincentivizes everyday use.” With Square planning to support Bitcoin payments at the point of sale this year, Block argues that without federal reform, the U.S. risks falling behind nations where Bitcoin is already used at retail scale.


Google is officially launching its new AI feature that lets users virtually try on clothes to all U.S. users, just two months after it began testing it with select groups. The feature works by allowing users to upload a photo of themselves to try on apparel items in Google's Shopping Graph across Search, Google Shopping, and product results on Google Images. The feature is not to be confused with the Doppl app that Google launched last month, which is powered by the same generative AI technology, but is designed for shoppers to go deeper with curating their own personal styles.


Meta hired Shengjia Zhao, co-creator of ChatGPT and former lead scientist at OpenAI, as the new chief scientist of its Superintelligence Labs, where he'll copy OpenAI “set the research agenda and scientific direction for our new lab” working directly with Mark Zuckerberg and their current chief AI scientist, Yann LeCun. The announcement sparked questions about the role LeCun, who clarified that his position as chief scientist of FAIR remains unchanged and focused on long-term AI research. Meta’s AI division now includes FAIR, foundations, and product teams under the Superintelligence Labs umbrella, overseen by newly appointed Chief AI Officer Alexandr Wang.


Albertsons is taking a “higher level approach” to e-commerce after its rapid pandemic-era digital expansion as it sees steady growth in the segment with online sales now representing 9% of grocery revenue. New initiatives include a digital food court for ordering hot meals, online custom cake ordering, and gifting options via app and web. Albertsons also rolled out an “Ask AI” search tool that lets shoppers pose natural-language questions like “What are healthy snacks for toddlers?” and view product recommendations in a single screen. Early data shows AI users are spending more per session.


Samsung partnered with Splitit to bring in-store installment payments to Samsung Wallet, allowing users to split purchases using existing credit cards without credit checks or new applications. The move marks the first time a card-linked installment solution is embedded directly into Samsung Wallet. The feature debuted last week on Galaxy Z Fold7 and Z Flip7 devices in 20 U.S. states, supporting eligible Mastercard and Visa credit cards.


eBay removed the option for sellers to select “unknown” as the Country of Origin on product listings, likely due to new or upcoming global tariff and import requirements. Sellers of vintage items noted that they're now being forced to guess because they have absolutely no idea where some items originated from, however, they fear that doing so may impact their ability to sell the items internationally in the future.


Cybercrime authorities in France are investigating X for embedding right-wing bias into its algorithm, accusing the company of data tampering and fraud, which are punishable in the country by the same penalties as computer hacking (up to 10 years in prison). The authority requested access to X's recommendation algorithm and real-time data about all user posts as part of its investigation, but X denied the request and said it would not be cooperating with what it called a “politically-motivated criminal investigation.” 


DuckDuckGo is rolling out a new feature that lets users remove AI-generated images from their search results. The company posted on X, “Our philosophy about AI features is ‘private, useful, and optional.' Our goal is to help you find what you’re looking for. You should decide for yourself how much AI you want in your life – or if you want any at all.” The company is also planning to add more filters in the future to help its algorithm weed out AI-generated content as well, which means there will be like 12 websites left that appear in its search results.


AlibabaJD-com, and Meituan have pledged almost $28B combined in recent months to subsidize their respective instant-delivery businesses, leading customers who order beverages and other low-cost items to effectively receive them for free, as a means to gain market share. The pricing wars have gotten so extreme that the three companies were summoned for the second time last week to the State Administration of Market Regulation, which called for “rational competition” in the space. The platforms are looking five to ten years down the road with their strategies and believe that earning customers now for their one hour delivery services might mean life or death for their companies in the future, according to Ed Sander, a tech analyst for Tech Buzz China.


India's financial crime watchdog filed a complaint against Myntra, a fashion e-commerce platform owned by Walmart-backed Flipkart, for allegedly violating foreign investment rules by channeling over $191M through a related-party scheme that disguised retail operations as wholesale trade. India restricts foreign companies engaged in wholesale business from making direct sales to consumers in order to protect local retailers. It also restricts wholesalers from selling more than 25% of its products to retailers that it owns a stake in. Myntra allegedly tried to skirt that law by selling 100% of its goods exclusively to one retailer named Vector E-Commerce.


Optoro is shutting down its BULQ liquidation marketplace for open-box and excess goods as of today (July 28th). The platform gained traction during the pandemic, handling liquidation of excess returned and open box inventory for major retailers and marketplaces like eBay, Walmart, Target, Bed Bath & Beyond, Lowes, and Wayfair, however, since then some of its clients, like Target, have taken their resell efforts in-house, and new competition has entered the space. Optoro did not provide a specific reason for the shutdown. 


Researchers in Italy developed a way to create a biometric identifier for people based on the way their bodies interfere with Wi-Fi signals, dubbed WhoFi. Observers could track a person as they passed through signals sent by different Wi-Fi networks, even if they're not carrying a phone, with 95.5% accuracy. Imagine walking into a store in the future and being identified by the way your gut interferes with their Wi-Fi signal! In the past decade, scientists have found that Wi-Fi is not just great at transmitting data, it's also good for seeing through walls, recognizing movements and gestures, and sensing the presence of humans and other creatures. Turns out Superman's x-ray vision was just Wi-Fi eyes!


Google removed nearly 11,000 YouTube channels, ad accounts, and other accounts tied to state-linked propaganda campaigns from China, Russia, and other countries, as part of the Google Threat Analysis Group’s work to counter global disinformation campaigns. Meanwhile, Meta removed 635,000 predator-linked accounts across Instagram and Facebook and rolled out new teen safety tools on Instagram such as the ability to see the date of when an account they're messaging with joined Instagram as well as the country of the person they're chatting with.


Tea, an app for women to safely talk about men they date, was breached, with tens of thousands of user selfies and photo IDs exposed. However the company says no e-mails or names were accessed. The app is taking heat for having no cybersecurity around its user databases due to being “vibe coded”. (UPDATE: Minutes before publishing this week's edition, 404 Media reported that a second data breach at Tea exposed more than a million direct messages between users discussing abortions, cheating partners, and phone numbers they sent to one another.)


Speaking of vibe coding, Replit, the Andreessen Horowitz-backed startup that thinks autonomous AI agents can write, edit, and deploy code with minimal oversight, had to apologize after its software deleted a company's code base during a test run. Even worse, the AI coding agent lied about it and tried to hide the incident by creating fake data and reports to cover up its mistake!


Uber is launching a new feature in the U.S. that gives women riders and drivers the option to exclusively pair with each other and create a preference in their app settings. The company said that the rider's preference isn't guaranteed, but the feature increases the chances of women pairing with other women, starting in Los Angeles, San Francisco, and Detroit. One question though… what's the definition of a woman? Guaranteed this will come up at some point in the U.S. with a feature like this.


🏆 This week's most ridiculous story… Astronomer, the company whose CEO was just caught having an affair at a Coldplay concert, hired Gwyneth Paltrow as its “temporary spokesperson” to field questions about the recent incident and re-focus attention back towards Astronomer's core service of data automation. The ridiculous part? Gwyneth Paltrow is the ex-wife of Coldplay lead singer Chris Martin! LOL. Good burn guys. In other news, Astronomer will now be selling vagina scented candles.


Plus 15 seed rounds, IPOs, and acquisitions of interest including Amazon acquiring Bee, a startup that makes a Fitbit-like device that listens in on your conversations and uses AI to transcribe everything that you and the people around you say, for an undisclosed amount, marking a strategic move in Amazon's efforts to enter the wearables space.


I hope you found this recap helpful. See you next week!

PAUL

PS: If I missed any big news this week, please share in the comments.