FTAC Emerald Acquisition Corp. Signs Material Definitive Agreement

TL;DR

FTAC Emerald Acquisition Corp. signed a big deal on 7/24/24. Details in the filing.

AI Summary

FTAC Emerald Acquisition Corp. entered into a Material Definitive Agreement on July 24, 2024. The filing also includes financial statements and exhibits related to this agreement. The company was formerly known as Emerald ESG Acquisition Corp. until October 19, 2021.

Why It Matters

This filing indicates a significant development for FTAC Emerald Acquisition Corp., likely related to a business combination or acquisition, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — Material definitive agreements can signal significant strategic shifts or potential business combinations, which carry inherent risks and uncertainties.

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
• $365 million — sed on Fold's pre-money equity value of $365 million. In the event the 60-volume weighted av
• $90,000 — Merger (the "Closing") is greater than $90,000, the aggregate consideration to be paid
• $54.75 million — as of July 24, 2024, up to a maximum of $54.75 million. There are no other adjustments to the
• $5,000,001 — ect; (vi) the Company having at least $5,000,001 of net tangible assets (as determined i
• $12.00 — first date that the stock price exceeds $12.00 for 20 trading days of any consecutive
• $50 million — e event that the Company and Fold raise $50 million or more as of the Closing, one year fol
• $15.00 — first date that the stock price exceeds $15.00 for 20 trading days of any consecutive
• $17.00 — first date that the stock price exceeds $17.00 for 20 trading days of any consecutive

Filing Documents

• ea0209951-8k425_ftac.htm (8-K) — 79KB
• ea020995101ex2-1_ftac.htm (EX-2.1) — 581KB
• ea020995101ex10-1_ftac.htm (EX-10.1) — 60KB
• ea020995101ex10-2_ftac.htm (EX-10.2) — 63KB
• 0001013762-24-001152.txt ( ) — 1160KB
• 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
• ea0209951-8k425_ftac_htm.xml (XML) — 7KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on July 24, 2024, FTAC Emerald Acquisition Corp. (the " Company " or " FTAC Emerald ") 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 "). The Merger Agreement Transactions As a result of the Transactions, Fold will become subsidiaries of the Company, with the former stockholders of Fold becoming stockholders of the Company. Treatment of Fold Securities Fold Preferred Stock. Immediately prior to the effective time of the Merger (the " Effective Time "), Fold preferred stock will be converted into Fold common stock. Fold Common Stock. At the Effective Time, Fold common stock will be converted into Company common stock. Fold RSUs . At the Effective Time, outstanding Fold restricted stock units will be converted into an award of Company restricted stock units. Consideration The aggregate consideration to be paid in the Transactions will consist of shares of the Company's Class A common stock based on Fold's pre-money equity value of $365 million. In the event the 60-volume weighted average price of Bitcoin as of the day immediately prior to the closing of the Merger (the "Closing") is greater than $90,000, the aggregate consideration to be paid in the Transactions will be increased by 20% of the increase in value of the amount of Bitcoin in Fold's treasury as of July 24, 2024, up to a maximum of $54.75 million. There are no other adjustments to the consideration amount contemplated in the Merger Agreement. Redemption

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 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 c

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated July 24, 2024, by and among FTAC Emerald Acquisition Corp., FTAC EMLD Merger Sub Inc. and Fold, Inc.* 10.1 Sponsor Share Restriction Agreement, dated July 24, 2024, by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors, LLC. 10.2 Support Agreement by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors, LLC Fold, Inc. and certain holders of Fold named therein. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and other similar attachments to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request. 6 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 25, 2024 FTAC EMERALD ACQUISITION CORP. By: /s/ Bracebridge H. Young, Jr. Name: Bracebridge H. Young, Jr. Title: President and Chief Executive Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR