8-K
Fold Holdings, Inc. (FLD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 13, 2025
FTAC EMERALD ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41168 | 86-2170416 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br><br>Identification Number) |
| 2929 Arch Street, Suite 1703<br><br> <br>Philadelphia, PA | 19104 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 701-9555
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant | FLDDU | Pink Open Market |
| Shares of Class A common stock, par value $0.0001 per share, included as part of the units | FLDD | OTCQB Venture Market |
| Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share | FLDDW | OTCQB Venture Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
As previously announced, 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 “Business Combination”).
On February 13, 2025, the Company held a special meeting in lieu of annual meeting of stockholders (the “Special Meeting”). At the Special Meeting, only those holders of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”) at the close of business on January 15, 2025, the record date, were entitled to vote. As of the record date, 14,237,038 shares of Common Stock were outstanding and entitled to vote. At the Special Meeting, a total of 11,813,174 shares of Common Stock, representing approximately 82.975% of the outstanding shares of Common Stock entitled to vote, were present online or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the proposals described below were considered. Each proposal voted on at the Special Meeting is further described in detail in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission and mailed to stockholders commencing on or about January 23, 2025 (“Proxy Statement”).
The final results of the matters submitted to a vote of stockholders at the Special Meeting are as follows:
- With respect to the approval and adoption of the Merger Agreement, the votes were as follows:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,805,377 | 7,786 | 11 | 0 |
- With respect to the approval and adoption of the proposed Third Amended and Restated Certificate of Incorporation (“Proposed Charter”) and the proposed Amended and Restated Bylaws (“Proposed Bylaws”) of the combined company after the Business Combination (“New Fold”), the votes were as follows:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,803,373 | 9,786 | 15 | 0 |
3A. With respect to the approval and adoption of an increase of the authorized shares to 600,000,000 shares of common stock, par value $0.0001 per share of New Fold (“New Fold Common Stock”) and an increase of the authorized shares of preferred stock to 20,000,000 shares of preferred stock, par value $0.0001 per share of New Fold the votes were as follows:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,402,255 | 410,817 | 102 | 0 |
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3B. With respect to the approval and adoption of an affirmative vote of 66⅔% of the voting power of all then-outstanding shares of New Fold Common Stock to alter, amend, or repeal ARTICLES IV, V, VI, VII, VIII, IX and X of the Proposed Charter, the votes were as follows:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,401,806 | 410,996 | 372 | 0 |
3C. With
respect to the approval and adoption of an affirmative vote of 66⅔% of the voting power of all then- outstanding shares of New Fold Common Stock to alter, amend, or repeal the Proposed Bylaws, the votes were as follows:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,401,917 | 410,896 | 361 | 0 |
3D. With respect to the approval of the elimination of certain provisions related to the Company’s status as a blank check company, including changing the Company’s name from “FTAC Emerald Acquisition Corp.” to “Fold Holdings, Inc.,” the votes were as follows:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,805,338 | 7,836 | 0 | 0 |
- With respect to the election of two Class I directors, two Class II directors and three Class III directors, effective as of and contingent upon the consummation of the Business Combination, to serve on the Company’s board of directors until the 2025, 2026 and 2027 annual meeting of stockholders, respectively, the votes were as follows:
Class I – 2025 Annual Meetingof Stockholders
Bracebridge H. Young, Jr.
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,802,968 | 9,797 | 409 | 0 |
Andrew Hohns
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,803,115 | 9,786 | 273 | 0 |
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Class II – 2026 Annual Meeting of Stockholders
Jonathan Kirkwood
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,803,146 | 9,797 | 231 | 0 |
Will Reeves
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,803,328 | 9,797 | 49 | 0 |
Class III – 2027 Annual Meetingof Stockholders
Erez Simha
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,802,068 | 10,697 | 409 | 0 |
Kirstin Hill
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,803,010 | 9,797 | 367 | 0 |
Lesley Goldwasser
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,803,030 | 9,797 | 347 | 0 |
5. With respect to the approval and adoption of the New Fold 2025 Incentive Award Plan (as defined in the Proxy Statement), the votes were as follows:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,804,072 | 8,903 | 199 | 0 |
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With respect to the approval and adoption of the New Fold Employee Stock Purchase Plan (as defined in the Proxy Statement), the votes were as follows:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,803,660 | 8,849 | 665 | 0 |
7. With respect to the approval of, for purposes of complying with the applicable listing rules of The Nasdaq Stock Market LLC, the issuance of shares of Common Stock pursuant to the Merger Agreement, the votes were as follows:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,805,335 | 7,836 | 3 | 0 |
8. With respect to the approval of a proposal to adjourn the Special Meeting to a later date, if necessary, the votes were as follows:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 11,804,076 | 8,806 | 292 | 0 |
Item 8.01 Other Events.
On February 13, 2025, the Company announced the results of the Special Meeting via press release. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 8.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: February 13, 2025 | FTAC EMERALD ACQUISITION CORP. | |
|---|---|---|
| By: | /s/ Bracebridge H. Young, Jr. | |
| Name: | Bracebridge H. Young, Jr. | |
| Title: | President and Chief Executive Officer |
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Exhibit 99.1
FTAC Emerald Acquisition Corp. Shareholders Approve Proposed Business Combination with Fold, Inc.
February 13, 2025 - NEW YORK - FTAC Emerald Acquisition Corp. (OTC: FLDD) (“FTAC”), a publicly traded special purpose acquisition company, today announced that its shareholders voted to approve all of the proposals submitted to FTAC’s shareholders in connection with the proposed business combination (the “Business Combination”) with Fold, Inc. (“Fold”), a pioneering bitcoin financial services company.
The closing of the Business Combination is anticipated to occur on or about February 14, 2025. As previously announced, 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.
A current report on Form 8-K disclosing the full voting results will be filed by FTAC with the Securities and Exchange Commission (the “SEC”).
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.
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.
Investor and Media Contacts
Fold: Fold@icrinc.com
FTAC Emerald: info@cohencircle.com