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Fair Value Measurements
 3 Months Ended 12 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Fair Value Measurements [Abstract]    
FAIR VALUE MEASUREMENTS

15. FAIR VALUE MEASUREMENTS

Financial assets and liabilities that are measured at fair value on a recurring basis are classified as Level 1, Level 2, and Level 3 as follows:

 

As of March 31, 2025
   

Total

  

Level 1

  

Level 2

  

Level 3

Assets:

  

 

    

 

    

 

    

 

  

Digital assets

  

$

130,323,297

  

$

130,323,297

  

$

—

  

$

—

Total assets

  

$

130,323,297

  

$

130,323,297

  

$

—

  

$

—
   

 

    

 

    

 

    

 

  

Liabilities:

  

 

    

 

    

 

    

 

  

Customer rewards liability

  

$

7,365,544

  

$

—

  

$

—

  

$

7,365,544

March 2025 Investor Note

  

 

52,813,643

  

 

—

  

 

—

  

 

52,813,643

Total liabilities

  

$

60,179,187

  

$

—

  

$

—

  

$

60,179,187
 

As of December 31, 2024
   

Total

  

Level 1

  

Level 2

  

Level 3

Assets:

  

 

    

 

    

 

    

 

  

Digital assets

  

$

102,138,351

  

$

102,138,351

  

$

—

  

$

—

Total assets

  

$

102,138,351

  

$

102,138,351

  

$

—

  

$

—
   

 

    

 

    

 

    

 

  

Liabilities:

  

 

    

 

    

 

    

 

  

Customer rewards liability

  

$

8,569,651

  

$

—

  

$

—

  

$

8,569,651

SAFEs

  

 

171,080,533

  

 

—

  

 

—

  

 

171,080,533

Total liabilities

  

$

179,650,184

  

$

—

  

$

—

  

$

179,650,184

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities, and deferred revenue approximate their fair values due to their short-term nature.

The fair value of our digital assets was determined using the Level 1 input of bitcoin prices in the market we determined to be the principal market as of March 31, 2025 and December 31, 2024.

Customer rewards liability

The customer reward liability is classified as a Level 3 financial instrument within the fair value hierarchy primarily due to the reward forfeiture rate applied to the value of the bitcoin obligation, which is an unobservable input to the fair value measurement. The Company has determined the bitcoin price based on its value in the market we determined to be the principal market for the related digital asset as of March 31, 2025 and December 31, 2024, which is considered a Level 1 input. The forfeiture rate is then applied to reflect an estimated breakage rate of rewards that have been forfeited based on the contractual terms and conditions of our Rewards Program and historical trends of forfeiture rates on a three-year trailing basis. The estimated forfeiture rate applied to our customer rewards liability for the periods ended March 31, 2025 and 2024 was 10%.

Simple Agreements for Future Equity

On February 14, 2025, upon closing of the Merger with FTAC Emerald, the SAFEs of the Company converted into approximately 16.6 million shares of common stock. The fair value of the SAFEs on the date of conversion was approximately $177.6 million. Prior to conversion, the Company’s SAFEs were recorded as a liability in the accompanying balance sheets and the Company recorded subsequent remeasurements in “Changes in fair value of SAFEs” in the statements of operations. However, because Fold’s SAFEs were structured to be settled via the delivery of common and/or preferred shares upon execution of an equity financing or liquidity event, these amounts were reclassified to equity upon conversion.

Prior to conversion, the estimated fair value of the SAFEs (refer to Note 9) was determined based on the aggregated, probability-weighted average of the outcomes of certain scenarios, including: (i) equity financing, with conversion of the SAFEs into a number of shares of convertible preferred stock at the lower of the post-money valuation cap price or discount price (ii) liquidity event (change of control, direct listing, or an initial public offering) with mandatory conversion to common stock at the lower of the post-money valuation cap price or discount price and (iii) dissolution event, with SAFE holders automatically entitled to receive cash payments equal to the purchase amount, prior to and in preference to any distribution of any assets or surplus funds to the holders of convertible preferred and common stock. The combined value of the probability-weighted average of those outcomes was then discounted back to each reporting period in which the SAFEs are outstanding, in each case based on a risk-adjusted discount rate estimated to set the probability-weighted sum of each scenario to the purchase price. The discount rate at each valuation date was adjusted by the change in the USD CCC bond rate to reflect the market movement between the issuance date and valuation date. Additionally, in the Company’s estimate of the fair value of the Bitcoin SAFEs, the current value of bitcoin was used as an estimate of the future value of a BTC-denominated payout. If there is not a Liquidity Event, the SAFE will result in the repayment of the bitcoin contributed at the issuance of the note. To value this scenario, which is weighted at an 9% probability, the Company considered the value of the underlying bitcoin as of the valuation date, reflecting an estimate of the future price.

Fair value measurements associated with SAFEs were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. Increases and decreases in the fair value of the SAFEs can result from updates to assumptions such as expected timing and probability of a qualified financing event, or changes in discount rates, among other assumptions. Based on the Company’s assessment of the valuation of the SAFEs, performed by the Company’s third-party valuation specialists, none of the changes in the fair value of those instruments were due to changes in the Company’s own credit risk for the reporting periods presented. Judgment is used in determining these assumptions as of the initial valuation date and at each subsequent reporting period. Changes or updates to assumptions could have a material impact on the reported fair value and the change in fair value of SAFEs and the results of operations in any given period.

The following table summarizes the changes in fair value associated with Level 3 SAFE financial instruments held at the beginning or end of the periods presented:

 

SAFEs

Balance at January 1, 2024

  

$

10,601,545

 

Proceeds from issuances of SAFEs

  

 

500,000

 

Change in fair value of SAFEs

  

 

95,064

 

Balance at March 31, 2024

  

 

11,196,609

 

Proceeds from issuances of SAFEs

  

 

71,606,134

 

Change in fair value of SAFEs

  

 

88,277,790

 

Balance at December 31, 2024

  

 

171,080,533

 

Proceeds from issuances of SAFEs

  

 

—

 

Change in fair value of SAFEs

  

 

6,503,113

 

Conversion of SAFEs

  

 

(177,583,646

)

Balance at March 31, 2025

  

$

—

 

Convertible Note

The estimated fair value of the convertible note (refer to Note 10) was determined using a Monte Carlo simulation model, which requires the use of several inputs and significant assumptions, including the risk-free rate and volatility. The discount rate at each valuation date was the risk free rate. Additionally, in the Company’s estimate of the fair value of the convertible note, the forced conversion right was treated as soft call options within the valuation model.

Fair value measurements associated with the convertible note were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. Increases and decreases in the fair value of the convertible note can result from updates to assumptions such as the price of bitcoin, expected timing and probability of the Company being able to exercise their forced conversion right, or changes in the risk-free rate, among other assumptions. Based on the Company’s assessment of the valuation of the convertible note, performed by the Company’s third-party valuation specialists, none of the changes in the fair value of those instruments were due to changes in the Company’s own credit risk for the reporting periods presented. Judgment is used in determining these assumptions as of the initial valuation date and at each subsequent reporting period. Changes or updates to assumptions could have a material impact on the reported fair value and the change in fair value of the convertible note and the results of operations in any given period.

The following table summarizes the changes in fair value associated with Level 3 convertible note financial instruments held at the beginning or end of the periods presented:

 

Convertible
Note

Balance at December 31, 2024

  

 

—

 

Additions

  

 

46,279,500

 

Fair Value adjustment, Day one loss on issuance of debt

  

 

12,753,994

 

Fair Value adjustment, Change in fair value

  

 

(6,219,851

)

Balance at March 31, 2025

  

$

52,813,643

 

The following table summarizes the significant inputs which the fair value measurements associated with the convertible note was determined:

 

As of
March 31,
2025

  

As of
December 31,
2024

Risk-Free Rate (continuously compounded)

  

 

3.89

%

  

—

Fold Volatility (Annual)

  

 

92.29

%

    

Bitcoin Volatility (Annual)

  

 

60.53

%

  

—

Note Term

  

 

5.00 Years

 

  

—

Fold Stock Price

  

$

6.20

 

  

—

Bitcoin Price

  

$

82,548.91

 

    

Correlation (Fold and Bitcoin)

  

 

0.3737

 

    

Conversion price

  

$

12.50

 

  

—

Dividend Yield (Annual)

  

 

0.00

%

  

—

NOTE 7. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets that are measured at fair value on December 31, 2024 and 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

December 31,
2024

  

Quoted
Prices In
Active
Markets
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Other
Unobservable
Inputs
(Level 3)

Asset:

  

 

    

 

    

 

    

 

  

Investments held in Trust Account

  

$

51,289,643

  

$

51,289,643

  

$

—

  

$

—
 

December 31,
2023

  

Quoted
Prices In
Active
Markets
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Other
Unobservable
Inputs
(Level 3)

Asset:

  

 

    

 

    

 

    

 

  

Investments held in Trust Account

  

$

165,653,149

  

$

165,653,149

  

$

—

  

$

—

Promissory note

The note payable was valued using the standard closed-form Black Scholes model which is considered to be a Level 3 fair value measurement.

The key inputs into the Black Scholes model for the promissory note were as follows at January 3, 2024:

Input

  

January 3,
2024

Risk-free interest rate

  

 

3.90

%

Term (in years)

  

 

5.0

 

Probability of de-SPAC

  

 

20.0

%

Exercise price

  

$

11.50

 

Public Warrant Price

  

$

0.053

 

The following table presents the changes in the fair value of the Level 3 note payable:

Fair value as of December 31, 2023

  

$

—

Initial value

  

 

550,000

Fair value as of December 31, 2024

  

 

550,000

There were no transfers between Levels 1, 2 and 3 during the periods ended December 31, 2024 and 2023.