FTAC Emerald Acquisition Corp. Files 8-K

TL;DR

FTAC Emerald Acquisition Corp. filed an 8-K on 7/24/24 detailing stock and warrant info.

AI Summary

FTAC Emerald Acquisition Corp. filed an 8-K on July 24, 2024, reporting on various events and financial statements. The filing includes details about its common stock and redeemable warrants. The company was formerly known as Emerald ESG Acquisition Corp. until October 19, 2021.

Why It Matters

This 8-K filing provides updates on FTAC Emerald Acquisition Corp.'s corporate structure and securities, which is important for investors tracking the company's status and potential future activities.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not indicate any immediate financial distress or significant operational changes.

Key Players & Entities

• FTAC Emerald Acquisition Corp. (company) — Registrant
• Emerald ESG Acquisition Corp. (company) — Former company name
• July 24, 2024 (date) — Date of earliest event reported
• October 19, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — arket Class A common stock, par value $0.0001 per share EMLD NASDAQ Capital Marke

Filing Documents

• ea0209899-8k425_ftac.htm (8-K) — 46KB
• ea020989901ex99-1_ftac.htm (EX-99.1) — 41KB
• ea020989901ex99-2_ftac.htm (EX-99.2) — 25KB
• ea020989901ex99-3_ftac.htm (EX-99.3) — 32KB
• ex99-1_001.jpg (GRAPHIC) — 128KB
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• ex99-3_001.jpg (GRAPHIC) — 32KB
• ex99-3_002.jpg (GRAPHIC) — 12KB
• 0001213900-24-063749.txt ( ) — 6259KB
• emld-20240724.xsd (EX-101.SCH) — 4KB
• emld-20240724_def.xml (EX-101.DEF) — 27KB
• emld-20240724_lab.xml (EX-101.LAB) — 37KB
• emld-20240724_pre.xml (EX-101.PRE) — 25KB
• ea0209899-8k425_ftac_htm.xml (XML) — 7KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 24, 2024, FTAC Emerald Acquisition Corp. (the " Company ") and Fold, Inc. (" Fold ") announced that they have entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among the Company, EMLD Merger Sub Inc., a wholly-owned subsidiary of the Company (" Merger Sub "), and Fold, pursuant to which, among other things, Merger Sub will be merged with and into Fold with Fold surviving the merger as a wholly-owned subsidiary of the Company (the " Merger " and, together with the other transactions contemplated by the Merger Agreement, the " Transactions "). Attached hereto as Exhibit 99.l and incorporated into this Item 7.01 by reference is the investor presentation that will be used by the Company in making presentations to certain existing and potential stockholders of the Company with respect to the proposed Transactions. Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is a copy of the joint press release issued on July 24, 2024 by the Company and Fold announcing the execution of the Merger Agreement. The Company and Fold management will hold a joint investor conference on July 24, 2024 at 8:30 am (Eastern time) to discuss the proposed Transactions. To listen to the prepared remarks, please visit foldapp.com/investors. A copy of the script for this conference call is also furnished as Exhibit 99.3 to this report. The information in this Item 7.01 (including Exhibits 99.1, 99.2, 99.3) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

01 Other Events

Item 8.01 Other Events. To the extent required, the information included in Item 7.01 of this Current Report on Form 8-K (excluding such exhibits incorporated by reference therein) is incorporated into this Item 8.01. 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 intend to file a registration statement on Form S-4 with the SEC, which will include a document that serves 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. 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, Philadelphia, PA 19104, or by emailing info@cohencircle.com.

Forward-Looking Statements

Forward-Looking Statements The information in this current report on Form 8-K 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 and the potential failure to obtain an extension of the business combination deadline if sought by FTAC Emerald; (iii) the failure to satisfy the conditions to the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Investor Presentation 99.2 Press Release, dated July 24, 2024 99.3 Script for July 24, 2024 conference call 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 24, 2024 FTAC EMERALD ACQUISITION CORP. By: /s/ Bracebridge H. Young, Jr. Name: Bracebridge H. Young, Jr. Title: President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR