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Stockholders' Equity
 3 Months Ended
Mar. 31, 2025
Stockholders' Equity Note [Abstract]  
Stockholders' Equity

11. STOCKHOLDERS' EQUITY

Common stock

Pursuant to the Third Restated Certificate of Incorporation of the Company dated February 14, 2025, the Board is authorized to issue 600,000,000 shares of common stock at a par value of $0.0001 per share. As of March 31, 2025, the Company had 46.9 million shares of common stock issued and 46.3 million shares of common stock outstanding. As of March 31, 2024, the Company had 5.8 million shares of common stock issued and outstanding. Any dividends declared on common shares will be subordinated to dividends on any outstanding preferred shares. Holders of common stock are entitled to one vote per share.

Preferred stock

Pursuant to the Third Restated Certificate of Incorporation of the Company dated February 14, 2024, the Board is authorized to issue 20,000,000 shares of preferred stock at a par value of $0.0001 per share. As of March 31, 2025, the Company had no shares of preferred stock issued and outstanding. As of March 31, 2024, the Company had 10.2 million shares of convertible preferred stock issued and outstanding. Dividends for preferred shares are noncumulative and payable only upon declaration by the Board of Directors. Refer to Note 3 for additional details on the conversion of preferred stock as part of the recapitalization.

Warrants

 

As of March 31, 2025, Fold had the following equity-classified warrants: (1) 12,434,658 public warrants related to legacy FTAC Emerald at an exercise price of $11.50; (2) 869,565 Series A and 869,565 Series C Warrants outstanding related to the December 2024 Investor Note, at an exercise price of $12.50 and $11.50 per share, respectively; and (3) 925,590 Warrants outstanding related to the March 2025 Investor Note at an exercise price of $15.00.