Fold, Inc. (“Fold”), a pioneering bitcoin financial services
company, and FTAC Emerald Acquisition Corp (OTC: FLDD) (“FTAC”),
today announced they have rescheduled the special meeting of FTAC’s
stockholders (the “Special Meeting”) to February 13, 2025 to vote
on proposals relating to the proposed business combination (the
“Business Combination”). FTAC has mailed to its stockholders a
definitive Proxy Statement/Prospectus relating to the Business
Combination and Special Meeting. The Business Combination is
expected to close shortly after the Special Meeting, subject to
stockholder approvals and satisfaction of other customary closing
conditions. Upon closing, the combined company will be renamed
“Fold Holdings, Inc.” and its common stock and warrants are
expected to begin trading on Nasdaq under the ticker symbols “FLD”
and “FLDDW,” respectively.
Meeting Details
More information about voting and attending the Special Meeting
is included in the definitive Proxy Statement/Prospectus filed by
FTAC with the SEC, which is available on the SEC's website at
www.sec.gov. FTAC encourages stockholders to read the Proxy
Statement/Prospectus carefully. The deadline for FTAC's public
stockholders to exercise their redemption rights in connection with
the Business Combination was February 10, 2025 at 12:00 p.m. ET. If
you have any questions or need assistance voting your shares,
please contact FTAC’s proxy solicitor, Sodali & Co, at (800)
662-5200; banks and brokers can call collect at (203) 658-9400.
The FTAC board of directors recommends all stockholders vote
“FOR” ALL PROPOSALS in advance of the Special Meeting via the
Internet or by signing, dating and returning the proxy card upon
receipt by following the instructions on the proxy card.
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.
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.
Important Information About the Business Combination and
Where to Find It
This document relates to a proposed transaction between Fold and
FTAC. 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 serves as a prospectus and proxy statement of FTAC,
referred to as a proxy statement/prospectus. A proxy
statement/prospectus will be sent to all FTAC stockholders. FTAC
also will file other documents regarding the proposed transaction
with the SEC. Before making any voting decision, investors and
security holders of FTAC 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 are 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 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.
Participants in the Solicitation
Fold and FTAC and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from FTAC’s stockholders in connection with the proposed
transaction. A list of the names of the respective directors and
executive officers of Fold and FTAC and information regarding their
interests in the business combination is contained in the proxy
statement/prospectus. 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 Business Combination. Forward-looking statements may
be identified by the use of words such as “may,” “could,” “would,”
“should,” “predict,” “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”
“target,” “potential,” “continue,” “ongoing” or the negative or
plural of these words, 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 Business
Combination, potential benefits of the Business Combination and the
potential success of Fold’s market and growth strategies, and
expectations related to the terms and timing of the Business
Combination. These statements are based on various assumptions and
on the current expectations of FTAC 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 and Fold. These forward-looking statements are
subject to a number of risks and uncertainties, including: (i)
changes in domestic and foreign business, market, financial,
political and legal conditions; (ii) the failure to realize the
anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers, providers and business partners and
retain its management and key employees; (iii) the effect of the
consummation of the Business Combination on Fold’s business
relationships, performance, and business generally; (iv) the
outcome of any legal proceedings that may be instituted against
FTAC or Fold related to the Business Combination; (v) the ability
to meet Nasdaq listing standards following the consummation of the
Business Combination; (vi) the ability to address the market
opportunity for Fold’s products and services; (vii) the costs
related to the Business Combination and risk that the Business
Combination may not generate the expected net proceeds for the
combined company; (viii) the ability to implement business plans
and other expectations after the completion of the Business
Combination, and identify and realize additional opportunities;
(ix) the risk of downturns, new entrants and a changing regulatory
landscape in the highly competitive industry in which Fold
operates; and (x) those factors discussed in FTAC’s filings with
the SEC, including the proxy statement/prospectus filed on January
24, 2025 related to the Business Combination, under the heading
“Risk Factors,” and other documents of FTAC 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 nor Fold presently know
or that FTAC and Fold currently believe are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. Nothing in this communication should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. In addition, forward-looking statements reflect FTAC’s
and Fold’s expectations, plans or forecasts of future events and
views as of the date of this press release. While FTAC 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’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.
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version on businesswire.com: https://www.businesswire.com/news/home/20250210026805/en/
Investor and Media Contacts Fold@icrinc.com FTAC Emerald:
info@cohencircle.com
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