Fold Holdings, Inc 8-K, filed Jan 21, 2022
Fold Holdings, Inc. (FLD)
About this 8-K
Fold Holdings, Inc filed this 8-K on January 21, 2022, reporting on events of January 14, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2022 (January 14, 2022)
FTAC Emerald Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41168 | 86-2170416 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
2929 Arch Street, Suite 1703 Philadelphia, PA |
19104 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 701-9555
N/A
(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 communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 | EMLDU | The Nasdaq Stock Market LLC | ||
| Shares of Class A common stock, par value $0.0001 per share, included as part of the units | EMLD | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share | EMLDW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K, FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) of 22,000,000 units (the “Units”), on December 20, 2021. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $220,000,000.
The underwriters of the Company's previously announced IPO provided notice of their election to partially exercise their over-allotment option, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on January 14, 2022. A total aggregate issuance by the Company of 2,869,342 Over-Allotment Option Units at a price of $10.00 per Over-allotment Option Unit resulted in total gross proceeds of $28,693,420 to the Company.
Simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 890,000 units (the “Private Placement Units”). The Private Placement Units were sold to Emerald ESG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $8,900,000.
Simultaneously with the issuance and sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 86,081 Private Placement Units (the “Additional Private Placement Units”) at a price of $10.00 per Additional Private Placement Units to the Sponsor, generating gross proceeds of $860,810. The Additional Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
On of January 14, 2022, an additional $28,980,354, comprised of the proceeds of the sale of the Additional Private Placement Units and the Over-Allotment Option Units, was added to the Company’s U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee.
As of January 14. 2022, the balance of the Trust Account was $251,180,354. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes (less up to $100,000 of interest that may be needed to pay dissolution expenses, if any), the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial business combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to (A) modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months from the closing of the IPO, or 21 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial business combination within 18 months from the closing of the IPO but have not completed the initial business combination within such 18-month period or (B) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) the redemption of 100% of the Company’s public shares if the Company has not completed an initial business combination 18 months from the closing of the IPO, or 21 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial business combination within 18 months from the closing of the offering but have not completed the initial business combination within such 18-month period, subject to applicable law.
An unaudited balance sheet as of January 14, 2022, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement, including the underwriter’s partial exercise of its over-allotment option, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
On January 14, 2022, the Company issued a press release announcing the underwriter’s partial exercise of its over-allotment option, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Balance Sheet as of January 14, 2022. | |
| 99.2 | Press Release, dated January 14, 2022. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FTAC EMERALD ACQUISITION CORP. | ||
| By: | /s/ Bracebridge H. Young, Jr. | |
| Name: Bracebridge H. Young, Jr. | ||
| Title: Chief Executive Officer | ||
Dated: January 21, 2022
2
Exhibit 99.1
FTAC EMERALD ACQUISITION CORP.
BALANCE SHEET
| December 20, 2021 | Pro Forma Adjustments | As Adjusted | ||||||||||
| Unaudited | Unaudited | |||||||||||
| Assets: | ||||||||||||
| Current assets: | ||||||||||||
| Cash | $ | 1,361,721 | 7 | (c) | 1,361,728 | |||||||
| Prepaid expenses | 356,871 | 356,871 | ||||||||||
| Total current assets | 1,718,592 | 7 | 1,718,599 | |||||||||
| Prepaid expenses – non-current portion | 243,258 | 243,258 | ||||||||||
| Reimbursement receivable | 1,155,000 | 1,155,000 | ||||||||||
| Cash held in Trust Account | 222,200,000 | 28,693,420 | (a) | 251,180,355 | ||||||||
| (573,868 | )(b) | |||||||||||
| 860,803 | (c) | |||||||||||
| Total assets | $ | 225,316,850 | 28,980,362 | 254,297,212 | ||||||||
| Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit: | ||||||||||||
| Current liabilities: | ||||||||||||
| Accrued expenses | $ | 39,750 | 39,750 | |||||||||
| Due to related party | 5,806 | 5,806 | ||||||||||
| Promissory note – related party | 105,260 | 105,260 | ||||||||||
| Total current liabilities | 150,816 | 150,816 | ||||||||||
| Deferred underwriter fee payable | 7,700,000 | 1,004,270 | (b) | 8,704,270 | ||||||||
| Deferred advisory fee | 1,155,000 | 1,155,000 | ||||||||||
| Total liabilities | 9,005,816 | 1,004,270 | 10,010,086 | |||||||||
| Commitments and Contingencies | ||||||||||||
| Class A common stock subject to possible redemption, $0.0001 par value, 24,869,342 shares at a redemption value of $10.10 per share | 222,200,000 | 27,832,617 | (a) | 251,180,355 | ||||||||
| (1,530,794 | )(d) | |||||||||||
| 2,678,531 | (e) | |||||||||||
| Stockholders’ Deficit: | ||||||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | - | - | ||||||||||
| Class A common stock, $0.0001 par value; 42,000,000 shares authorized; 976,081 non-redeemable issued and outstanding | 89 | 9 | (c) | 98 | ||||||||
| Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,615,141 shares issued and outstanding (1) | 876 | (15 | )(f) | 861 | ||||||||
| Additional paid-in capital | - | - | ||||||||||
| Accumulated deficit | (5,889,931 | ) | 860,803 | (a) | (5,889,931 | ) | ||||||
| 860,801 | (c) | |||||||||||
| (47,344 | )(d) | |||||||||||
| (2,678,531 | )(e) | |||||||||||
| 15 | (f) | |||||||||||
| 1,004,256 | (g) | |||||||||||
| Total stockholders’ deficit | (5,888,966 | ) | (1,004,256 | )(g) | (6,893,228 | ) | ||||||
| Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ | 225,316,850 | 28,980,362 | 254,297,212 | ||||||||
(1) Amount reflects 148,192 shares of Class B common stock that were forfeited in connection with the partial exercise of the underwriter’s over-allotment option.
The accompanying note is an integral part of the financial statement.
NOTE 1 – CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited pro forma balance sheet presents the balance sheet of FTAC Emerald Acquisition Corp., (the “Company”) as of December 20, 2021, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on January 14, 2022, as described below.
On December 20, 2021, the Company consummated its initial public offering (the “IPO”) of 22,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $220,000,000. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 3,300,000 additional Units (the “Over-Allotment Units”) to cover over-allotments, if any. The Underwriters for the IPO partially exercised their over-allotment option and purchased an additional 2,869,342 Over-Allotment Units, which purchase closed on January 14, 2022, generating an aggregate of gross proceeds of $28,693,420 and incurring $573,868 in cash underwriting fees.
Concurrently with the exercise of the over-allotment option by the Underwriters, the Company issued 86,081 private placement units at a price of $10.00 per private placement unit for total proceeds of $860,810. Each private placement unit consists of one share of Class A Common Stock and one-half of one Warrant, with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.
Upon closing of the IPO and the issuance and sale of the Over-Allotment Units, a total of $251,180,354 ($10.10 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. In connection with the partial exercise of the underwriter's over-allotment option, 148,192 shares of Class B common stock were forfeited.
Pro forma adjustments to reflect the exercise of the Underwriters’ over-allotment option described above are as follows:
| Debit | Credit | |||||||||
| (a) | Cash held in trust account | $ | 28,693,420 | |||||||
| Class A common stock subject to possible redemption | $ | 27,832,617 | ||||||||
| Additional paid-in capital | $ | 860,803 | ||||||||
| To record sale of 2,869,342 Overallotment Units at $10.00 per Unit | ||||||||||
| (b) | Deferred Offering Costs | $ | 1,578,138 | |||||||
| Cash held in trust account | $ | 573,868 | ||||||||
| Deferred underwriter fee payable | 1,004,270 | |||||||||
| To record costs related to offering of over-allotment shares | ||||||||||
| (c) | Cash | $ | 7 | |||||||
| Cash held in trust account | $ | 860,803 | ||||||||
| Class A common stock | $ | 9 | ||||||||
| Additional paid-in capital | $ | 860,801 | ||||||||
| To record rivate placement of 86,081 of Class A non-redeemable shares at $10.00 per share | ||||||||||
| (d) | Class A common stock subject to possible redemption | $ | 1,530,794 | |||||||
| Additional paid-in capital | 47,344 | |||||||||
| Deferred Offering Costs | $ | 1,578,138 | ||||||||
| To record allocation of offering cost to components of equity | ||||||||||
| (e) | Additional paid-in capital | $ | 2,678,531 | |||||||
| Class A common stock subject to possible redemption | $ | 2,678,531 | ||||||||
| To record acccretion of Class A subject to redemption | ||||||||||
| (b) | Deferred Offering Costs | $ | 15 | |||||||
| Cash held in trust account | $ | 15 | ||||||||
| To record forfeiture of Class B common stock in connection with the partial exercise of the underwriter’s over-allotment option. | ||||||||||
| (f) | Retained Earnings | $ | 1,004,256 | |||||||
| Additional paid-in capital | $ | 1,004,256 | ||||||||
| To reclassify negative additional paid in capital to retained earnings | ||||||||||
Exhibit 99.2
FTAC Emerald Acquisition Corp. Announces Closing of Partial Exercise of IPO Over-Allotment Option
PHILADELPHIA, PA, January 14, 2022 – FTAC Emerald Acquisition Corp. (NASDAQ: EMLDU) (the “Company”), a blank-check company led by Betsy Z. Cohen, as Chairman of the Board, Mark Tercek, as Vice-Chairman of the Board, and Bracebridge H. Young, Jr., as President and Chief Executive Officer, formed for the purpose of acquiring or merging with one or more businesses, today announced that the underwriter of its previously announced initial public offering exercised their option to purchase an additional 2,869,342 units at the public offering price of $10.00 per unit, resulting in additional gross proceeds of approximately $28,693,420.
After giving effect to this partial exercise of the overallotment option, the total number of units sold in the public offering increased to 24,869,342 units, resulting in total gross proceeds of $248,693,420 for the Company’s initial public offering. On January 14, 2022, simultaneously with the closing of the underwriter’s exercise of the over-allotment option, the Company consummated a private sale of an additional 86,081 private placement units to Emerald ESG Sponsor LLC, the sponsor, at a purchase price of $10.00 per private placement unit, generating gross proceeds of $860,810.
Each unit issued in the offering consists of one share of Class A common stock of the Company and one-half of one warrant, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on NASDAQ under the symbols “EMLD” and “EMLDW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
Goldman Sachs & Co. LLC acted as the sole book-running manager for the offering.
A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (“SEC”) on December 15, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering is being made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attn: Prospectus Department, by telephone at 866-471-2526 or by emailing prospectus-ny@ny.email.gs.com. Copies of the registration statement can be accessed for free through the SEC's website at www.sec.gov.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and prospectus for the offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Contact Information:
Amanda Abrams
amanda@ftspac.com
(215) 701-9693