Net Income (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2026

Summary of 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	)

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 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.