Net Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2025

Summary of 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	)

Summary of Calculation of Diluted Net income (Loss) Per Share

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 for 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.