FTAC Emerald Acquisition Corp. Files 8-K with Key Corporate Actions

TL;DR

FTAC Emerald Acquisition Corp. filed an 8-K detailing a material agreement, potential delisting notice, and shareholder vote.

AI Summary

FTAC Emerald Acquisition Corp. announced on December 16, 2024, that it has entered into a material definitive agreement. The company also provided notice of its potential delisting or failure to meet continued listing rules, and submitted matters to a vote of its security holders. This filing also includes amendments to its articles of incorporation or bylaws and a change in its fiscal year.

Why It Matters

This 8-K filing indicates significant corporate events for FTAC Emerald Acquisition Corp., including a material definitive agreement and potential listing issues, which could impact its stock.

Risk Assessment

Risk Level: medium — The notice of delisting or failure to satisfy continued listing rules introduces significant uncertainty and potential risk for investors.

Key Players & Entities

• FTAC Emerald Acquisition Corp. (company) — Filer
• 20241216 (date) — Date of Report
• 20241218 (date) — Filing Date
• 0001213900-24-109953 (document_id) — Accession Number

FAQ

Key Financial Figures

• $0.0001 — hare of Class A common stock, par value $0.0001 per share, and one-half of one redeemab
• $11.50 — r one share of Class A common stock for $11.50 per share FLDDW The Nasdaq Stock Ma
• $11.01878 — at a redemption price of approximately $11.01878 per share, for an aggregate redemption
• $1,234,852 — gate redemption amount of approximately $1,234,852. Following such redemptions, 4,645,816

Filing Documents

• ea0225146-8k425_ftac.htm (8-K) — 71KB
• ea02251401ex3-1_ftac.htm (EX-3.1) — 9KB
• ea02251401ex10-1_ftac.htm (EX-10.1) — 17KB
• ea02251401ex99-1_ftac.htm (EX-99.1) — 17KB
• ea02251401ex99-2_ftac.htm (EX-99.2) — 13KB
• 0001213900-24-109953.txt ( ) — 381KB
• fld-20241216.xsd (EX-101.SCH) — 4KB
• fld-20241216_def.xml (EX-101.DEF) — 27KB
• fld-20241216_lab.xml (EX-101.LAB) — 37KB
• fld-20241216_pre.xml (EX-101.PRE) — 25KB
• ea0225146-8k425_ftac_htm.xml (XML) — 8KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. At the Meeting, the Company's stockholders approved the Charter Amendment, the Trust Amendment and a proposal to approve the adjournment of the Meeting from time to time if determined by the chairperson of the Meeting to be necessary or appropriate (the "Adjournment Proposal"). Charter Amendment Votes for Votes against Abstentions 13,143,679 13,751 207 Trust Amendment Votes for Votes against Abstentions 13,142,836 14,631 170 Adjournment Proposal Votes for Votes against Abstentions 13,142,856 14,637 144

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. In connection with the approval and implementation of the Charter Amendment, the holders of 112,068 publicly outstanding shares of Class A common stock of the Company ("Public Shares") exercised their right to redeem their shares for cash at a redemption price of approximately $11.01878 per share, for an aggregate redemption amount of approximately $1,234,852. Following such redemptions, 4,645,816 Public Shares remain outstanding. On December 16, 2024, the Company issued a press release to announce that it has changed the trading symbol of its Class A Common Stock from FLD' to FLDD' effective on December 18, 2024. On December 18, 2024, the Company issued a press release to announce the results of the Meeting. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference. Exhibits 99.1 and 99.2 are being furnished pursuant to Item 7.01 and will 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 will they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. Important Information About the Proposed Business Combination and Where to Find It This document relates to a proposed transaction between Fold, Inc. 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 stockhol

View Full Filing

View this 8-K filing on SEC EDGAR