Fold, Inc. and FTAC Emerald Acquisition Corp. Announce New Date for Special Meeting to Approve Business Combination

Rhea-AI Summary

Fold, a bitcoin financial services company, and FTAC Emerald Acquisition Corp (OTC: FLDD) have rescheduled their special stockholders meeting to February 13, 2025 to vote on their proposed business combination. The meeting will address the merger that will create Fold Holdings, Inc., which plans to list on Nasdaq under the symbols 'FLD' and 'FLDDW' for common stock and warrants respectively.

The deadline for FTAC public stockholders to exercise redemption rights was set for February 10, 2025. The FTAC board recommends stockholders vote 'FOR' all proposals. The business combination is expected to close shortly after the special meeting, subject to stockholder approvals and other customary closing conditions.

Positive

• Planned uplisting to Nasdaq from OTC markets
• Strategic merger to create stronger combined entity

Negative

• Potential shareholder dilution from business combination
• Risk of stockholder redemptions affecting available capital

NEW YORK--(BUSINESS WIRE)-- Fold, Inc. (“Fold”), a pioneering bitcoin financial services company, and FTAC Emerald Acquisition Corp (OTC: FLDD) (“FTAC”), today announced they have rescheduled the special meeting of FTAC’s stockholders (the “Special Meeting”) to February 13, 2025 to vote on proposals relating to the proposed business combination (the “Business Combination”). FTAC has mailed to its stockholders a definitive Proxy Statement/Prospectus relating to the Business Combination and Special Meeting. The Business Combination is expected to close shortly after the Special Meeting, subject to stockholder approvals and satisfaction of other customary closing conditions. Upon closing, the combined company will be renamed “Fold Holdings, Inc.” and its common stock and warrants are expected to begin trading on Nasdaq under the ticker symbols “FLD” and “FLDDW,” respectively.

Meeting Details

More information about voting and attending the Special Meeting is included in the definitive Proxy Statement/Prospectus filed by FTAC with the SEC, which is available on the SEC's website at www.sec.gov. FTAC encourages stockholders to read the Proxy Statement/Prospectus carefully. The deadline for FTAC's public stockholders to exercise their redemption rights in connection with the Business Combination was February 10, 2025 at 12:00 p.m. ET. If you have any questions or need assistance voting your shares, please contact FTAC’s proxy solicitor, Sodali & Co, at (800) 662-5200; banks and brokers can call collect at (203) 658-9400.

The FTAC board of directors recommends all stockholders vote “FOR” ALL PROPOSALS in advance of the Special Meeting via the Internet or by signing, dating and returning the proxy card upon receipt by following the instructions on the proxy card.

About Fold

Founded in 2019, Fold is a leading bitcoin financial services company dedicated to expanding access to bitcoin investment opportunities through premium financial products. By integrating bitcoin into everyday financial services, Fold aims to make the American Dream available to more people. For more information, visit https://foldapp.com/investors.

About FTAC Emerald Acquisition Corp.

FTAC Emerald is a special purpose acquisition company sponsored by Cohen Circle and formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses with a core commitment to providing social, financial, and/or environmental value.

Important Information About the Business Combination and Where to Find It

This document relates to a proposed transaction between Fold and FTAC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The parties have filed a registration statement on Form S-4 with the SEC, which includes a document that serves as a prospectus and proxy statement of FTAC, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all FTAC stockholders. FTAC also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of FTAC are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders are able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by FTAC through the website maintained by the SEC at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge by directing a request to: FTAC Emerald Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia, PA 19104.

Participants in the Solicitation

Fold and FTAC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FTAC’s stockholders in connection with the proposed transaction. A list of the names of the respective directors and executive officers of Fold and FTAC and information regarding their interests in the business combination is contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph.

Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of the federal securities laws with respect to the Business Combination. Forward-looking statements may be identified by the use of words such as “may,” “could,” “would,” “should,” “predict,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “potential,” “continue,” “ongoing” or the negative or plural of these words, or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts regarding Fold’s business, net proceeds from the Business Combination, potential benefits of the Business Combination and the potential success of Fold’s market and growth strategies, and expectations related to the terms and timing of the Business Combination. These statements are based on various assumptions and on the current expectations of FTAC and Fold’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of FTAC and Fold. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers, providers and business partners and retain its management and key employees; (iii) the effect of the consummation of the Business Combination on Fold’s business relationships, performance, and business generally; (iv) the outcome of any legal proceedings that may be instituted against FTAC or Fold related to the Business Combination; (v) the ability to meet Nasdaq listing standards following the consummation of the Business Combination; (vi) the ability to address the market opportunity for Fold’s products and services; (vii) the costs related to the Business Combination and risk that the Business Combination may not generate the expected net proceeds for the combined company; (viii) the ability to implement business plans and other expectations after the completion of the Business Combination, and identify and realize additional opportunities; (ix) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which Fold operates; and (x) those factors discussed in FTAC’s filings with the SEC, including the proxy statement/prospectus filed on January 24, 2025 related to the Business Combination, under the heading “Risk Factors,” and other documents of FTAC filed, or to be filed, with the SEC. If any of these risks materialize or Fold’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither FTAC nor Fold presently know or that FTAC and Fold currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. In addition, forward-looking statements reflect FTAC’s and Fold’s expectations, plans or forecasts of future events and views as of the date of this press release. While FTAC and Fold may elect to update these forward-looking statements at some point in the future, each specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing FTAC’s and Fold’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250210026805/en/

Investor and Media Contacts

Fold@icrinc.com

FTAC Emerald: info@cohencircle.com

Source: Fold, Inc.

FAQ

When is the FLDD and Fold special stockholder meeting scheduled for?

The special stockholder meeting is scheduled for February 13, 2025.

What will be the new ticker symbol after FLDD completes its business combination with Fold?

After the business combination, the company will trade on Nasdaq under the ticker symbols 'FLD' for common stock and 'FLDDW' for warrants.

What was the redemption deadline for FLDD shareholders regarding the Fold merger?

The redemption deadline for FLDD public stockholders was February 10, 2025 at 12:00 p.m. ET.

Will FLDD move from OTC to Nasdaq after the Fold merger?

Yes, following the business combination, the company will move from OTC markets to list on Nasdaq.