M&A: FTAC Emerald Acquisition Corp.

Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000121390024113298

Comments: On December 30, 2024, FTAC Emerald Acquisition Corp. announced a proposed business combination with Fold, Inc., which has secured a total of $30 million in convertible note financing, primarily to support this merger. The financing includes an initial $20 million and an optional $10 million, contingent on the successful closing of the business combination. The initial note is backed by Fold's assets, with a conversion price set at $11.50 per share, alongside the issuance of warrants at an exercise price of $12.50. This financing structure highlights investor confidence and provides vital capital to advance Fold’s growth initiatives and product development. The merger remains subject to regulatory approvals and stockholder confirmation, with expectations of closing in the first quarter of 2025. Folding in Fold’s business model aims to enhance access to bitcoin financial services, marking a significant step for both entities as they approach public market readiness.

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Form Type: S-4/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000121390024111923

Comments: FTAC Emerald Acquisition Corp. is undergoing a business combination with Fold, Inc., as per the Agreement and Plan of Merger established on July 24, 2024. Under this merger, EMLD Merger Sub Inc., a subsidiary of Emerald, will merge with Fold, resulting in Fold continuing as a wholly owned subsidiary of Emerald. This merger is deemed a significant event for Emerald, which is a blank check company founded for the purpose of executing such business combinations. Following the merger, Emerald will be renamed Fold Holdings, Inc., and the public shares will be traded on Nasdaq. The conversion of Fold common stock into shares of Emerald Class A common stock will occur at the Effective Time, with the specific Exchange Ratio determined by the Aggregate Merger Consideration divided by the number of shares of Fold Fully Diluted Capital Stock. To facilitate the merger, an extension allowing Emerald additional time to complete the business combination has been approved through various stockholder meetings. Further financial arrangements and funding agreements related to working capital have also been established to meet the transaction's costs, emphasizing the ongoing commitment and strategic planning by the Sponsor and management team of Emerald toward successfully executing this business combination. Additionally, to address potential conflicts of interest that may arise due to differing stakeholder interests, the support agreements have been put in place which require voting in favor of the merger and its related agreements. These developments encapsulate the corporate actions leading towards the publically anticipated business combination between FTAC Emerald Acquisition Corp. and Fold, Inc.

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