Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2026

Summary of Weighted Average Number of Shares of Common Stock Outstanding


	Three Months Ended March 31,
	2026			2025
Basic net loss per share:
Numerator:
Net loss	$	(29,167,906	)	$	(48,879,200	)
Net loss attributable to common stockholders, basic and diluted	$	(29,167,906	)	$	(48,879,200	)

Denominator:
Basic shares:
Weighted-average shares used to compute basic and diluted net loss per share		49,656,409			25,436,398
Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.59	)	$	(1.92	)

Summary of Calculation of Diluted Net Loss Per Share

The following potential Common Stock were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	Three Months Ended March 31,
	2026		2025
Unvested restricted stock units (1)		3,038,335		638,211
Convertible notes (2)		-		5,441,490
Investor warrants (3)		15,099,378		15,099,378
Employee stock purchase plan (4)		2,261		-
Total anti-dilutive securities		18,139,974		21,179,079

(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 months ended March 31, 2025 and was therefore excluded from the loss per share calculation.

(3)

As of March 31, 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 months ended March 31, 2026 and are therefore excluded from the 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 March 31, 2026. The effect of the incremental Common Stock would be anti-dilutive and therefore excluded from the loss per share calculation.