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Net Income (Loss) Per Share | 9 Months Ended
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Sep. 30, 2025
Earnings Per Share [Abstract] |
Net Income (Loss) Per Share | 17. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing the net loss by the weighted-average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of Common Stock outstanding adjusted for the dilutive effect of all potential shares of Common Stock. In periods when the Company reported a net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items were anti-dilutive. As described in Note 3, the Company accounted for the Merger as a reverse recapitalization. Net loss per share calculations for all periods prior to the Merger have been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares of Common Stock outstanding immediately after the Merger to effect the reverse recapitalization. The Exchange Ratio was calculated as the quotient of (a) the Aggregate Merger Consideration (as defined in the Agreement and Plan of Merger attached as Exhibit 2.1 hereto), divided by (b) the number of shares of Fold Fully Diluted Capital Stock (as defined in the Agreement and Plan of Merger attached as Exhibit 2.1 hereto). Subsequent to the Merger, net loss per share is calculated based on the weighted average number of shares of Common Stock outstanding.
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Basic net income (loss) per share: |  |  |  |  |  |  |  |  |  |  |  |
Numerator: |  |  |  |  |  |  |  |  |  |  |  |
Net income (loss) |  | $ | 554,242 |  |  | $ | (62,310,678 | ) |  | $ | (34,899,390 | ) |  | $ | (65,575,171 | )
Net income (loss) attributable to common stockholders, basic and diluted |  | $ | 554,242 |  |  | $ | (62,310,678 | ) |  | $ | (34,899,390 | ) |  | $ | (65,575,171 | )
Denominator: |  |  |  |  |  |  |  |  |  |  |  |
Weighted-average shares used to compute net income (loss) per share, basic and diluted |  |  | 46,911,561 |  |  |  | 5,836,882 |  |  |  | 39,781,781 |  |  |  | 5,836,882 |
Net income (loss) per share attributable to common stockholders, basic and diluted |  | $ | 0.01 |  |  | $ | (10.68 | ) |  | $ | (0.88 | ) |  | $ | (11.23 | )
The following potential Common Stock were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented:
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Convertible preferred stock |  | - |  |  |  | 10,204,880 |  |  |  | - |  |  |  | 10,204,880 |
Unvested restricted stock units (1) |  |  | 3,725,058 |  |  |  | 2,099,441 |  |  |  | 3,725,058 |  |  |  | 2,099,441 |
SAFEs (2) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Convertible notes (3) |  |  | 5,924,582 |  |  |  | - |  |  |  | 5,924,582 |  |  |  | - |
Investor warrants (4) |  |  | 15,099,378 |  |  |  | - |  |  |  | 15,099,378 |  |  |  | - |
Total anti-dilutive securities |  |  | 24,749,018 |  |  |  | 12,304,321 |  |  |  | 24,749,018 |  |  |  | 12,304,321 |
(1) Potentially dilutive securities attributable to outstanding unvested restricted stock units are excluded from the calculation of diluted net income per share when the combined exercise price and average unamortized fair value are greater than the average market price of the Company's Common Stock, and, therefore, their inclusion would be anti-dilutive. (2) The SAFEs were not included for purposes of calculating the number of diluted shares outstanding for the three and nine months ended September 30, 2025 as the SAFEs were converted to Common Stock as of the Merger. The SAFEs were not included for purposes of calculating the number of diluted shares outstanding for the three and nine months ended September 30, 2024 as the number of dilutive shares would be based on a conversion ratio associated with the pricing of the future financing or liquidation event, which was not determinable as of September 30, 2024. (3) The June 2025 Amended Note contains a conversion feature that allows the investor the option to convert the June 2025 Amended Note in exchange f or 2,222,222 shares of Common Stock. The March 2025 Investor Note contains a conversion feature that allows the investor the option to convert in exchange for 3,702,360 shares of Common Stock. The effect of the incremental Common Stock issuable upon a conversion of these notes would be anti-dilutive based on Fold's average share price for the three and nine months ended September 30, 2025 and are therefore excluded from the income (loss) per share calculation. (4) As of September 30, 2025, Fold had (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 June 2025 Amended Investor Note, at an exercise price of $12.50 and $9.00, respectively; and (3) 925,590 March 2025 Warrants outstanding related to the March 2025 Investor Note at an exercise price of $15.00. These warrants are considered anti-dilutive based on Fold's average share price for the three and nine months ended September 30, 2025 and are therefore excluded from the income (loss) per share calculation.

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