FTAC Emerald Acquisition Corp. Announces Extension of Deadline to Complete Business Combination
FTAC Emerald Acquisition Corp (Nasdaq: FLDD) announced that stockholders approved extending the deadline for completing its initial business combination from December 20, 2024, to December 20, 2025. The company's planned business combination with Fold has received unanimous approval from both companies' boards of directors and is expected to close in Q1 2025. The completion remains subject to regulatory approvals, FTAC Emerald stockholder approval, and other customary closing conditions, including SEC effectiveness of a Form S-4 registration statement.
FTAC Emerald Acquisition Corp (Nasdaq: FLDD) ha annunciato che gli azionisti hanno approvato l'estensione della scadenza per completare la sua iniziale combinazione aziendale dal 20 dicembre 2024 al 20 dicembre 2025. La combinazione aziendale pianificata con Fold ha ricevuto l'approvazione unanime dai consigli di amministrazione di entrambe le società ed è prevista per chiudere nel primo trimestre del 2025. Il completamento rimane soggetto ad approvazioni normative, approvazione degli azionisti di FTAC Emerald e altre condizioni consuete di chiusura, inclusa l'efficacia da parte della SEC di un modulo di registrazione S-4.
FTAC Emerald Acquisition Corp (Nasdaq: FLDD) anunció que los accionistas aprobaron extender el plazo para completar su combinación de negocios inicial del 20 de diciembre de 2024 al 20 de diciembre de 2025. La combinación de negocios planeada con Fold ha recibido la aprobación unánime de las juntas directivas de ambas compañías y se espera que se cierre en el primer trimestre de 2025. La finalización sigue sujeta a aprobaciones regulatorias, aprobación de los accionistas de FTAC Emerald y otras condiciones habituales de cierre, incluida la efectividad por parte de la SEC de una declaración de registro de formulario S-4.
FTAC Emerald Acquisition Corp (Nasdaq: FLDD)는 주주들이 초기 비즈니스 조합을 2024년 12월 20일부터 2025년 12월 20일로 연장하는 것을 승인했다고 발표했습니다. Fold와의 계획된 비즈니스 조합은 두 회사의 이사회로부터 전원 동의를 받았으며, 2025년 1분기에 마무리될 것으로 기대됩니다. 완료는 규제 승인, FTAC Emerald 주주의 승인 및 SEC의 S-4 등록 양식 효력 발생을 포함한 기타 일반적인 종료 조건에 따라 변경될 수 있습니다.
FTAC Emerald Acquisition Corp (Nasdaq: FLDD) a annoncé que les actionnaires ont approuvé le report de la date limite pour compléter sa combinaison d'affaires initiale du 20 décembre 2024 au 20 décembre 2025. La combinaison d'affaires prévue avec Fold a reçu l'approbation unanime des conseils d'administration des deux entreprises et devrait se terminer au premier trimestre 2025. L'achèvement reste soumis aux approbations réglementaires, à l'approbation des actionnaires de FTAC Emerald et à d'autres conditions de clôture habituelles, y compris l'efficacité par la SEC d'une déclaration d'enregistrement S-4.
FTAC Emerald Acquisition Corp (Nasdaq: FLDD) hat angekündigt, dass die Aktionäre der Verlängerung der Frist zur Durchführung ihrer ersten Unternehmenszusammenschlusses vom 20. Dezember 2024 auf den 20. Dezember 2025 zugestimmt haben. Der geplante Unternehmenszusammenschluss mit Fold erhielt die einstimmige Genehmigung der Vorstandschaften beider Unternehmen und wird voraussichtlich im ersten Quartal 2025 abgeschlossen. Der Abschluss unterliegt den regulatorischen Genehmigungen, der Genehmigung durch die Aktionäre von FTAC Emerald sowie anderen üblichen Abschlussbedingungen, einschließlich der Wirksamkeit eines S-4-Registrierungsantrags durch die SEC.
- Stockholder approval secured for extension deadline
- Unanimous board approval from both companies
- Clear timeline established for Q1 2025 completion
- Extended timeline indicates potential delays in closing
- Multiple regulatory and shareholder approvals still pending
- SEC registration statement not yet effective
Insights
The extension of SPAC merger deadlines typically signals uncertainty or complexity in deal completion. This standard procedural move gives FTAC Emerald an additional year to complete its business combination with Fold, though they expect to close in Q1 2025. While the extension approval is positive for deal continuity, the lack of financial details about the transaction value, Fold's business metrics, or PIPE investments makes it impossible to evaluate the deal's merit. SPACs often face challenges including market volatility, regulatory scrutiny and redemption risks that can impact deal completion.
Business Combination between FTAC Emerald and Fold is Expected to Close in the First Quarter of 2025
The business combination, which has been unanimously approved by the boards of directors of both FTAC Emerald and Fold, is expected to close in the first quarter of 2025, subject to regulatory approvals, approval of the proposed transaction by the stockholders of FTAC Emerald, and the satisfaction or waiver of other customary closing conditions, including a registration statement on Form S-4 being declared effective by the Securities and Exchange Commission (the “SEC”).
Additional details will be made available in a Form 8-K filed by FTAC Emerald on www.sec.gov.
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.
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.
Important Information About the Proposed Business Combination and Where to Find It
This document relates to a proposed transaction between Fold and FTAC Emerald. 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 will serve as a prospectus and proxy statement of FTAC Emerald, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all FTAC Emerald stockholders when available. FTAC Emerald also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of FTAC Emerald 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 will be 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 Emerald 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,
Participants in the Solicitation
Fold and FTAC Emerald and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FTAC Emerald’s stockholders in connection with the proposed transaction. A list of the names of the directors and executive officers of FTAC Emerald and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. 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 proposed transaction between Fold and FTAC Emerald. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” 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 proposed transaction, potential benefits of the proposed transaction and the potential success of Fold’s market and growth strategies, and expectations related to the terms and timing of the proposed transaction. These statements are based on various assumptions and on the current expectations of FTAC Emerald 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 Emerald and Fold. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the risk that the proposed transaction may not be completed by FTAC Emerald 's business combination deadline; (iii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the approval of the proposed transaction by the stockholders of FTAC Emerald and the receipt of certain governmental and regulatory approvals; (iv) the failure to realize the anticipated benefits of the proposed transaction; (v) the effect of the announcement or pendency of the proposed transaction on Fold’s business relationships, performance, and business generally; (vi) the outcome of any legal proceedings that may be instituted against FTAC Emerald or Fold related to the business combination agreement or the proposed transaction; (vii) the ability to maintain the listing of FTAC Emerald’s securities on the NASDAQ; (viii) the ability to address the market opportunity for Fold’s products and services; (ix) the risk that the proposed transaction may not generate the expected net proceeds for the combined company; (x) the ability to implement business plans and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (xii) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which Fold operates; and (xiii) those factors discussed in FTAC Emerald’s filings with the SEC under the headings “Risk Factors,” and other documents of FTAC Emerald 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 Emerald nor Fold presently know or that FTAC Emerald and Fold currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect FTAC Emerald’s and Fold’s expectations, plans or forecasts of future events and views as of the date of this press release. While FTAC Emerald 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 Emerald’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/20241218452191/en/
Investor and Media Contacts
Fold: Fold@icrinc.com
FTAC Emerald: info@cohencircle.com
Source: Fold, Inc. and FTAC Emerald Acquisition Corp.
FAQ
When is FTAC Emerald (FLDD) expected to complete its business combination with Fold?
What was the result of FTAC Emerald's (FLDD) special stockholder meeting on December 17, 2024?
What conditions need to be met for FTAC Emerald's (FLDD) business combination to close?
Has the board of directors approved FTAC Emerald's (FLDD) business combination with Fold?
