M&A - FTAC Emerald Acquisition Corp.

Form Type: 10-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000101376225004107

Filing Summary: On February 14, 2025, Fold Holdings, Inc. completed a merger with Fold, Inc., with Merger Sub being merged into Fold and Fold surviving as a wholly-owned subsidiary of Fold Holdings. This merger followed an agreement reached on July 24, 2024, and resulted in the renaming of the Company from EMLD to Fold Holdings, Inc. The merger allowed Fold to integrate its bitcoin financial services offerings more comprehensively. The document revolves around the impact of this merger on Fold's business, including a description of the post-merger operational landscape. It also discusses the financial statements of both Fold Holdings and the legacy company prior to the merger, including potential risks associated with the business model and operations due to its nature in the cryptocurrency financial services sector. Further, it describes the company's suite of products, including FDIC-insured checking accounts and bitcoin reward programs, aimed at promoting consumer access to bitcoin.

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Form Type: SCHEDULE 13D

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025022909

Filing Summary: The document reports the acquisition of beneficial ownership of 3,110,568 shares of Common Stock by Will Reeves, the Chief Executive Officer of Fold Holdings, Inc., as a result of a business combination finalized under the Agreement and Plan of Merger with Fold, Inc. The shares were acquired at the Closing and are part of the total 46,138,876 common shares outstanding as reported in the issuer's Form 8-K filed February 14, 2025. The Reporting Person has no current plans for additional transactions or changes in management but retains the right to formulate such plans in the future. Additionally, a Registration Rights Agreement and a Lock-Up Agreement are in place, restricting certain transfer rights and ensuring the registration of shares for resale.

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Form Type: SCHEDULE 13D

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025022414

Filing Summary: This filing reports the beneficial ownership acquisition of 5,047,968 shares of Common Stock of Fold Holdings, Inc. by Jonathan Kirkwood, who is the co-founder and managing partner of Ten31 Join the Fold LLC and LOW TIME PREFERENCE FUND II, LLC. The shares were acquired as part of a business combination pursuant to the Agreement and Plan of Merger, as detailed in the Issuer's definitive proxy statement on Schedule 14A filed on November 26, 2024. Kirkwood's reported shares include 3,365,299 from LOW TIME PREFERENCE FUND II, LLC and 1,682,670 from Ten31 Join the Fold LLC. The principal occupation of Dr. Kirkwood involves focusing on investment strategies primarily in the bitcoin ecosystem. He is noted to have no current criminal proceedings or civil judgements against him. Furthermore, he reserves the right to make proposals impacting the management and operations of the Issuer. The filing includes information about a Registration Rights Agreement and Lock-Up Agreement governing certain share transactions related to the merger and Dr. Kirkwood's share holdings. The arrangement includes provisions for customary registration rights and terms for share transfer restrictions, effective upon the completion of the merger.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025014354

Filing Summary: On February 14, 2025, Fold Holdings, Inc. completed its business combination with EMLD Merger Sub Inc. and Legacy Fold, resulting in the rebranding from FTAC Emerald Acquisition Corp. to Fold Holdings, Inc. Following a special meeting held on February 13, 2025, wherein stockholders approved the merger agreement, the merger was consummated without delay. Existing shareholders of Legacy Fold received approximately 82.5% of a share of Common Stock for each share held, while the transaction involved significant financial maneuvers including the redemption of Class A common stock for about $36.6 million. The agreement further invoked new registration rights and share restrictions related to the merger. Furthermore, the company’s shares are set to commence trading on Nasdaq on February 19, 2025, under the ticker symbols ‘FLD’ and ‘FLDDW’.

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Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025013573

Filing Summary: On February 13, 2025, FTAC Emerald Acquisition Corp. held a special meeting to vote on matters related to their merger with Fold, Inc. The meeting included the approval of the Merger Agreement, in which the Company and Fold have agreed to merge with Fold becoming a wholly-owned subsidiary of FTAC. A total of 11,813,174 shares of the Company’s Class A Common Stock were present for the vote, constituting a quorum. The final tally for the approval of the Merger Agreement was 11,805,377 votes in favor, with 7,786 against. Additionally, the special meeting addressed proposals regarding the new charter and bylaws of the combined entity, increases to authorized shares, the election of directors, and adoption of incentive award and stock purchase plans. All proposals received overwhelming support from the shareholders, indicating strong approval for the upcoming business combination and restructuring.

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Form Type: 425

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000121390025012537

Filing Summary: FTAC Emerald Acquisition Corp. has filed a Form 425 to announce a proposed business combination with Fold, a bitcoin rewards and financial services platform. The Fold Bitcoin Rewards Credit Card is set to launch, offering up to 2% unlimited bitcoin rewards and various user benefits, including insured bitcoin custody and FDIC-insured accounts. Fold emphasizes its mission to integrate bitcoin into personal finance and consumer savings, with an existing user base of over 600,000 and significant transaction volume. As part of this initiative, Fold plans to become publicly traded on NASDAQ and aims to build a substantial bitcoin treasury. The document details that this filing does not constitute an offer for securities but is related to the forthcoming transaction documents, including registration statements and proxy statements that need to be reviewed by investors before any voting or decisions are made. The document outlines potential risks and encourages users to join the credit card waitlist.

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Form Type: 425

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000121390025011945

Filing Summary: FTAC Emerald Acquisition Corp. is preparing for its merger with Fold, Inc., originally announced on July 24, 2024. A special meeting of stockholders has been scheduled to consider the merger agreement and related transactions. This meeting will now be held on February 13, 2025, at 11:30 am Eastern Time, with no changes to its location or purpose. A registration statement on Form S-4 related to this transaction was declared effective on January 23, 2025, and a proxy statement/prospectus has been mailed to all stockholders. Investors are encouraged to review all related documents for important information regarding the proposed transaction. The forward-looking statements included in this report highlight potential risks and uncertainties surrounding the merger and its expected benefits.

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Form Type: 8-K

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000121390025011943

Filing Summary: On February 11, 2025, FTAC Emerald Acquisition Corp. announced a postponement of a special meeting in lieu of the annual meeting of stockholders, now scheduled for February 13, 2025, at 11:30 AM Eastern Time. The meeting's purpose is to consider and vote on the Merger Agreement and related transactions between FTAC Emerald and Fold, Inc. These transactions include the merger of EMLD Merger Sub Inc., a wholly-owned subsidiary of FTAC Emerald, with and into Fold, resulting in Fold becoming a wholly-owned subsidiary of FTAC Emerald. The meeting's location, record date, and purposes remain unchanged. A press release detailing this postponement is included as Exhibit 99.1. Additionally, relevant documents have been filed with the SEC, including a registration statement on Form S-4 that became effective on January 23, 2025, and contains important information regarding the proposed business combination.

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Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025006885

Filing Summary: On January 27, 2025, FTAC Emerald Acquisition Corp. filed a current report on Form 8-K to disclose a planned merger with Fold, Inc. The announcement follows a merger agreement signed on July 24, 2024, where Merger Sub, a wholly-owned subsidiary of FTAC, will merge with and into Fold, resulting in Fold becoming a wholly-owned subsidiary. The report details that parties involved have filed a registration statement on Form S-4 with the SEC, which includes a prospectus and proxy statement. FTAC Emerald has mailed this proxy statement/prospectus to its stockholders for the upcoming vote on the transaction. Investors are encouraged to read the filed documents for important transaction details. The report also discusses forward-looking statements related to the merger, outlining various risks and uncertainties that could affect the completion and anticipated benefits of the transaction.

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Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025006880

Filing Summary: On January 27, 2025, FTAC Emerald Acquisition Corp. reported on a forthcoming merger with Fold, Inc. This merger is formalized through a Merger Agreement where EMLD Merger Sub Inc., a wholly-owned subsidiary of FTAC Emerald, will merge with Fold, resulting in Fold becoming a wholly-owned subsidiary of FTAC Emerald. The Company has filed a registration statement on Form S-4 that has been declared effective, which includes a proxy statement/prospectus that has been mailed to stockholders. FTAC Emerald advises its stockholders to review the provided documents as they are essential for understanding the proposed transaction. The filing also notes various risks and uncertainties associated with the transaction, including completion timelines and conditions that must be met for the merger to proceed.

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Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025006107

Filing Summary: On January 23, 2025, the SEC declared effective the Registration Statement on Form S-4 related to the proposed business combination between Fold, Inc. and FTAC Emerald Acquisition Corp. A Special Meeting is scheduled for February 12, 2025, where stockholders will vote on proposals concerning the Business Combination. Upon completion, the merged entity will be named Fold Holdings, Inc. and listed on Nasdaq under the ticker FLD. FTAC has initiated the mailing of a definitive Proxy Statement/Prospectus to stockholders, and the deadline for stockholders to exercise their redemption rights is February 10, 2025. The FTAC board recommends voting for all proposals related to the merger.

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Form Type: S-4/A

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000121390025005202

Filing Summary: FTAC Emerald Acquisition Corp. is filing an amended registration statement for its proposed merger with Fold, Inc. The special meeting for stockholders will take place on February 12, 2025, to discuss and approve the merger. In the merger, EMLD Merger Sub Inc. will merge into Fold, making Fold a wholly owned subsidiary of Emerald and renaming Emerald to Fold Holdings, Inc. Approximately 39,155,784 shares of Emerald’s common stock and $20 million in convertible notes and warrants will be involved in the transaction. The first Special Meeting, held in lieu of the annual meeting, led to the approval of key amendments to extend deadlines for completing the initial business combination. The registration statement is filed under the Securities Act of 1933 and is designed to facilitate the merger process. The agreements and terms for this transaction are outlined, including details about share exchanges and the treatment of restricted stock units upon the closing of the merger. The anticipated listing of shares after the merger on the Nasdaq Global Market is planned along with potential conflicts of interest arising from the deal structure.

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Form Type: CORRESP

Filing Date: 2025-01-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025005489

Filing Summary: FTAC Emerald Acquisition Corp. and Fold, Inc. submitted a request for acceleration of effectiveness for their Registration Statement on Form S-4. The registration was filed on October 7, 2024, and is aimed to become effective at 5:00 PM eastern time on January 23, 2025, or as soon as practicable thereafter. The request was made in accordance with Rule 461 of the Securities Act of 1933, and the companies have asked to be notified of the effectiveness timing through their legal representatives.

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Form Type: S-4/A

Filing Date: 2025-01-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025003167

Filing Summary: FTAC Emerald Acquisition Corp. filed an amendment to its Form S-4 on January 14, 2025, indicating progress in its business combination with Fold, Inc. Originally established as a Delaware blank check company, Emerald aims to complete a merger with Fold, which was formalized in the Agreement and Plan of Merger dated July 24, 2024. This combination will see Emerald renamed as Fold Holdings, Inc. The filing provides details regarding the special meeting for stockholders to vote on the merger, set to occur via a live video webcast. The proxy statement outlines the proposed issuance of up to 39,155,784 shares of common stock alongside $20,000,000 in senior secured convertible notes and warrants. Key financial arrangements include the conversion of Fold common stock into Emerald shares based on a specific exchange ratio. The document further discusses prior extensions to complete initial business combinations, alterations in shareholder equity due to basic shares conversion and non-redemption agreements with certain stockholders, and financial commitments from the Sponsor in the form of loans. Overall, the document reinforces the timeline and structure of the merger while addressing the necessary approvals needed from Emerald's stockholders.

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Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000121390024113298

Filing Summary: 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

Filing Summary: 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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Form Type: CORRESP

Filing Date: 2024-11-26

Corporate Action: Merger

Type: Update

Accession Number: 000121390024102989

Filing Summary: FTAC Emerald Acquisition Corp. filed a response to comments from the SEC regarding its Registration Statement on Form S-4, initially submitted on October 7, 2024. This correspondence outlines the Company's amendments addressing various comments raised by the SEC Staff. The comments pertain to tax opinions related to the merger, compensation disclosures for SPAC sponsors, restrictions on transfers, and necessary clarifications regarding partnerships and product disclosures associated with Fold, a bitcoin financial services provider. The company confirmed that the merger will qualify as a 'reorganization' under Section 368(a) of the Internal Revenue Code and revised several sections of the Amended Registration Statement to enhance clarity regarding customer bitcoin custody, potential dilution factors, and changes in ownership after the business combination. The Company also agreed to disclose any material third-party contracts concerning IT systems in future filings.

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