Fold Holdings, Inc. Earnings Per Share Disclosure
17. NET LOSS PER SHARE
Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of Common Stock outstanding during the period. Diluted net loss per share is computed by dividing net 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 3, the Company accounted for the Merger as a reverse recapitalization. Net 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 (as defined in the Agreement and Plan of Merger attached as Exhibit 2.1 hereto), divided by (b) the number of shares of Fold Fully Diluted Capital Stock (as defined in the Agreement and Plan of Merger attached as Exhibit 2.1 hereto). Subsequent to the Merger, net loss per share is calculated based on the weighted average number of shares of Common Stock outstanding.
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Year ended |
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2025 |
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2024 |
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Basic net loss per share: |
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Numerator: |
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Net loss |
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$ |
(69,590,462 |
) |
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$ |
(65,088,786 |
) |
Net loss attributable to common stockholders, basic and diluted |
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$ |
(69,590,462 |
) |
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$ |
(65,088,786 |
) |
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Denominator: |
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Basic Shares: |
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Weighted-average shares used to compute basic and diluted net loss per share |
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42,218,965 |
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5,836,882 |
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Net loss per share attributable to common stockholders: |
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Basic and diluted |
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$ |
(1.65 |
) |
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$ |
(11.15 |
) |
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:
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Year ended |
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2025 |
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2024 |
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Convertible preferred stock |
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- |
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10,204,880 |
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Unvested restricted stock units (1) |
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3,590,873 |
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2,098,620 |
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SAFEs (2) |
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- |
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- |
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Convertible notes (3) |
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5,924,582 |
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- |
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Investor warrants (4) |
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15,099,378 |
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- |
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Employee stock purchase plan (5) |
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10,352 |
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- |
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Total anti-dilutive securities |
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24,625,185 |
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12,303,500 |
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About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.