8-K: Fold Holdings Completes Merger, Set to Trade on Nasdaq as 'FLD'

Fold Holdings, Inc. finalizes its business combination with FTAC Emerald Acquisition Corp. and anticipates trading on the Nasdaq under the ticker symbol 'FLD' around February 19, 2025.

Summary

• Fold Holdings, Inc. has completed its business combination with FTAC Emerald Acquisition Corp.
• The combined company will operate as Fold Holdings, Inc. and is expected to begin trading on the Nasdaq under the ticker symbol FLD around February 19, 2025.
• The merger was approved by FTAC's shareholders on February 13, 2025.
• In connection with the merger, Fold, Emerald ESG Sponsor LLC, Emerald ESG Advisors, LLC, certain stockholders of Legacy Fold and certain stockholders of Emerald entered into an Amended and Restated Registration Rights Agreement.
• The company is obligated to file a registration statement with the SEC to register the resale of shares of Common Stock held by Registration Rights Holders.
• The company agreed to file a shelf registration statement registering the resale of the Common Stock held by the Registration Rights Holders within 20 business days after the Closing and use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but in no event later than 60 days following the filing deadline.
• Sponsor holders are entitled to three demand registrations and the Legacy Fold holders are entitled to six demand registrations; however, the Company is not obligated to participate in more than four demand registrations in any twelve month period.
• The A&R Registration Rights Agreement also provides piggy-back registration rights to such stockholders and their permitted transferees, subject to certain requirements and customary conditions.
• Approximately 5.3 million of the Sponsors founder shares became subject to time-based transfer restrictions subject to early release.
• The Lock-Up Period under the Lock-Up Agreements shall terminate on August 14, 2025.
• Holders of 3,304,183 shares of Emeralds Class A Common Stock exercised their right to have such shares redeemed for approximately $11.07 per share, totaling $36,576,096.
• Each share of Legacy Fold common stock was converted into the right to receive approximately 82.5% of a share of Common Stock.
• There are currently 46,138,876 shares of Common Stock issued and outstanding.
• Approximately $14,052,210 was paid from the Companys Trust Account to cover expenses incurred by Legacy Fold and Emerald in connection with the Business Combination.
• The remaining balance immediately prior to the Closing of approximately $799,176 will be released to Fold for general corporate purposes.

Sentiment

Score: 6

Explanation: The document is generally positive in tone, highlighting the completion of the merger and the expected Nasdaq listing. However, the significant redemptions and the need for future capital raises introduce some uncertainty.

Positives

• The business combination provides Fold with access to public markets and potential for increased visibility.
• The company has access to the remaining balance of approximately $799,176 from the Trust Account for general corporate purposes.

Negatives

• Significant redemptions by FTAC Emerald Acquisition Corp. stockholders reduced the capital available to the combined company by $36,576,096.
• The company is obligated to file a shelf registration statement registering the resale of the Common Stock held by the Registration Rights Holders within 20 business days after the Closing and use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but in no event later than 60 days following the filing deadline.
• Sponsor holders are entitled to three demand registrations and the Legacy Fold holders are entitled to six demand registrations; however, the Company is not obligated to participate in more than four demand registrations in any twelve month period.

Risks

• The company's stock price may be volatile and subject to market fluctuations.
• The company's future performance is subject to various economic, business, and competitive factors.
• The company may face challenges in integrating the operations of Fold and FTAC Emerald Acquisition Corp.
• The company may not be able to maintain compliance with Nasdaq listing requirements.

Future Outlook

The Common Stock and warrants of the Company are expected to commence trading on Nasdaq under the symbols FLD and FLDDW, respectively, on or about February 19, 2025, subject to ongoing review of the Companys satisfaction of all listing criteria following the Business Combination.

Management Comments

• We believe being a public company better positions us to advance our vision of building a gateway to bitcoin-based financial services and expanding access to wealth creation for Folds customers.

Industry Context

The announcement reflects a trend of companies in the cryptocurrency and blockchain space seeking access to public markets through mergers with SPACs.

Management Changes

Corporate Governance

Legal Proceedings

• There is no material litigation, arbitration or governmental proceeding currently pending against Fold or any members of its management team in their capacity as such.

Related Party Transactions

• Certain relationships and related person transactions are described in the Proxy Statement/Prospectus in the section entitled Certain Relationships and Related Person Transactions beginning on page 250 thereof and are incorporated herein by reference.

Stakeholder Impact

• The business combination will provide liquidity for existing Fold shareholders.
• The new company will have access to public markets, which could facilitate future growth and expansion.
• The company's employees will have the opportunity to participate in equity incentive plans.
• The company's customers may benefit from new products and services resulting from the combination.

Next Steps

• The company expects its common stock and warrants to begin trading on Nasdaq on or about February 19, 2025.
• The company will file a registration statement with the SEC to register the resale of shares of Common Stock held by Registration Rights Holders.

Key Dates