Basic net income (loss) per share is computed by dividing the net income (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 1, the Company consummated the Merger on February 14, 2025. The Company accounted for the Merger as a reverse recapitalization. Net income (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, divided by (b) the number of shares of Fold Fully Diluted Capital Stock as defined in the Merger Agreement. Subsequent to the Merger, net income (loss) per share is calculated based on the weighted average number of shares of Common Stock outstanding.


	Three Months Ended June 30,					Six Months Ended June 30,
	2026			2025		2026			2025
Basic net income (loss) per share:
Numerator:
Net income (loss)	$	(9,651,557	)	$	13,425,567	$	(38,819,463	)	$	(35,453,632	)
Net income (loss) attributable to common stockholders, basic	$	(9,651,557	)	$	13,425,567	$	(38,819,463	)	$	(35,453,632	)

Denominator:
Weighted-average shares used to compute net income (loss) per share, basic		51,825,321			46,503,358		50,746,857			36,062,784
Net income (loss) per share attributable to common stockholders, basic	$	(0.19	)	$	0.29	$	(0.76	)	$	(0.98	)

Diluted net income (loss) per share:
Numerator:
Net income (loss)	$	(9,651,557	)	$	13,425,567	$	(38,819,463	)	$	(35,453,632	)
Net loss attributable to common stockholders, diluted	$	(9,651,557	)	$	13,425,567	$	(38,819,463	)	$	(35,453,632	)

Denominator:
Weighted-average shares used to compute net income (loss) per share, diluted		51,825,321			46,503,358		50,746,857			36,062,784
Weighted-average effect of potentially dilutive shares:
Non-vested restricted stock units		-			1,057,758		-			-
Weighted-average shares used to compute net income (loss) per share, diluted		51,825,321			47,561,116		50,746,857			36,062,784
Net income (loss) per share attributable to common stockholders, diluted	$	(0.19	)	$	0.28	$	(0.76	)	$	(0.98	)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Unvested restricted stock units (1)		5,184,633		-		5,184,633		3,560,054
Convertible notes (2)		-		5,924,582		-		5,924,582
Investor warrants (3)		15,099,378		15,099,378		15,099,378		15,099,378
Employee stock purchase plan (4)		45,900		-		31,569		-
Total anti-dilutive securities		20,329,911		21,023,960		20,315,580		24,584,014

(1)

Potentially dilutive securities attributable to outstanding unvested restricted stock units are excluded from the calculation of diluted loss per share as the effect of the incremental Common Stock would be anti-dilutive and are therefore excluded from the loss per share calculation.

(2)

The June 2025 Amended Note contained a conversion feature that allowed 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 contained a conversion feature that allowed the investor the option to convert in exchange for 3,702,260 shares of Common Stock. The effect of the incremental Common Stock issuable upon a conversion of these notes was anti-dilutive based on Fold's average share price for the three and six months ended June 30, 2026 and was therefore excluded from the loss per share calculation.

(3)

As of June 30, 2026 and 2025, the Company 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, at an exercise price of $12.50 and $9.00, respectively; and (3) 925,590 March 2025 Warrants outstanding at an exercise price of $15.00. These warrants are considered anti-dilutive based on Fold's average share price for the three and six months ended June 30, 2026 and are therefore excluded from the income (loss) per share calculation.

(4)

Potentially dilutive securities attributable to the employee stock purchase plan are excluded from the calculation of diluted shares outstanding as of June 30, 2026. The effect of the incremental Common Stock would be anti-dilutive and therefore excluded from the loss per share calculation.