UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 25, 2024
FTAC EMERALD ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41168 |
|
86-2170416 |
(State or other jurisdiction
of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
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
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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
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 and one-half ofw one redeemable warrant |
|
FLDDU |
|
NASDAQ Capital Market |
| Class A common stock, par value $0.0001 per share |
|
FLD |
|
NASDAQ Capital Market |
| Redeemable warrants, each whole warrant exercisable
for one share of Class A common stock |
|
FLDDW |
|
NASDAQ Capital 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
1.01 Entry into a Material Definitive Agreement.
On
October 25, 2024, FTAC Emerald Acquisition Corp. (“we,” “us” or “FTAC Emerald”) issued a promissory
note (the “Promissory Note”) to Frontier SPV, LLC (the “Lender”), an affiliate of FTAC Emerald’s sponsors.
Pursuant to the Promissory Note, the Lender agreed to loan us up to an aggregate principal amount of $2,000,000. The Promissory Note
is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which we consummate a business
combination (the “Maturity Date”). If we do not consummate a business combination, we may use a portion of any funds held
outside the trust account into which we have placed the proceeds of our initial public offering (the “IPO”) to repay the
Promissory Note; however, no proceeds from the trust account may be used for such repayment. If such funds are insufficient to repay
the Promissory Note, the unpaid amounts would be forgiven. No portion of the amounts outstanding under the Promissory Note may be converted
into units or shares. On October 25, 2024, we borrowed $65,000 under the Promissory Note.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See
the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
Important
Information About the Proposed Business Combination and Where to Find It
This
document relates to a proposed transaction between Fold, Inc. (“Fold”) 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
serves 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 stockholders. FTAC Emerald also will file other documents regarding the proposed transaction with the
SEC. Before making any voting decision, investors and security holders of FTAC Emerald 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 will be 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 Emerald 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, or by emailing info@cohencircle.com.
Participants
in the Solicitation
Fold
and FTAC Emerald and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from FTAC Emerald’s stockholders in connection with the proposed transaction. A list of the names of the directors and executive
officers of FTAC Emerald and information regarding their interests in the business combination will be contained in the proxy statement/prospectus
when available. You may obtain free copies of these documents as described in the preceding paragraph.
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval, nor shall there be any sale of any 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 such other jurisdiction.
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 statements are subject to a number of risks and uncertainties, including: (i) the risk that the proposed
transaction may not be completed 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 consummation of the proposed transaction, including the approval
of the proposed transaction by the stockholders of FTAC Emerald and the receipt of certain governmental and regulatory approvals; (iv)
the failure to realize the anticipated benefits of the proposed transaction; (v) the effect of the announcement or pendency of the
proposed transaction on Fold’s business relationships, performance, and business generally; (vi) the outcome of any legal proceedings
that may be instituted against FTAC Emerald or Fold related to the business combination agreement or the proposed transaction; (vii)
the ability to maintain the listing of FTAC Emerald’s securities on the NASDAQ; (viii) the ability to address the market opportunity
for Fold’s products and services; (ix) the risk that the proposed transaction may not generate the expected net proceeds for the
combined company; (x) the ability to implement business plans and other expectations after the completion of the proposed transaction,
and identify and realize additional opportunities; (xi) the occurrence of any event, change or other circumstance that could give
rise to the termination of the business combination agreement; (xii) the risk of downturns, new entrants and a changing regulatory landscape
in the highly competitive industry in which Fold operates; and (xiii) those factors discussed in FTAC Emerald’s filings with the
SEC under the headings “Risk Factors,” and other documents of FTAC Emerald 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 Emerald nor Fold presently know or that FTAC Emerald
and Fold currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect FTAC Emerald’s and Fold’s expectations, plans or forecasts of
future events and views as of the date of this report. While FTAC Emerald 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 Emerald’s and Fold’s assessments as of any date subsequent to the date of this press report. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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: October 25, 2024 |
FTAC EMERALD ACQUISITION CORP. |
| |
|
| |
By: |
/s/
Bracebridge H. Young, Jr. |
| |
Name: |
Bracebridge H. Young, Jr. |
| |
Title: |
President and Chief Executive Officer |
3
Exhibit 10.1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
$2,000,000
Issue Date: October 25, 2024
No. A-1
New York, New York
FTAC Emerald Acquisition Corp.
(the “Maker”) promises to pay to the order of Frontier SPV, LLC (the “Payee”) the principal sum of up
to TWO MILLION DOLLARS ($2,000,000) (the “Maximum Principal Amount”) in lawful money of the United States of America,
on the terms and conditions described below.
1. Principal. The Payee shall be obligated
to lend to the Maker amounts up to the Maximum Principal Amount. The principal balance of this Note, as reflected on Schedule A
hereto (such Schedule to be updated from time to time by the Maker as amounts are borrowed from the Payee up to the Maximum Principal
Amount) shall be repayable on the date (the “Maturity Date”) on which the Maker consummates a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial
Business Combination”). No amount shall be due under this Note if such Initial Business Combination is not consummated on or
before the 36 month anniversary of the date of the completion of the Maker’s initial public offering (“IPO”)
or such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated
certificate of incorporation, as it may be amended from time to time.
2. Interest. This Note shall bear no interest.
3. Application of Payments. All payments
shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance
of this Note.
4. [RESERVED]
5. Events of Default. The following shall constitute Events
of Default:
(a) Failure to Make Required
Payments. Failure by the Maker to pay the principal of, or other payments on, this Note within five (5) business days following the
date when due.
6. Remedies.
(a) Upon the occurrence of
an Event of Default specified in Section 5(a), the Payee may, by written notice to the Maker, declare this Note to be due and payable,
whereupon the principal amount of this Note, and all other amounts payable under this Note, shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the
documents evidencing the same to the contrary notwithstanding.
7. Waivers. The Maker and all endorsers
and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest
with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note,
and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any
part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay
of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by the Payee.
8. Unconditional Liability. The Maker hereby
waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any
manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any
and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice
to them or affecting their liability hereunder.
9. Notices. Any notice called for hereunder
shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by
any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v) sent
by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:
If to the Maker:
FTAC Emerald Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104-2870
Attention: Douglas Listman
Email: dlistman@cohenandcompany.com
If to the Payee:
Frontier SPV, LLC
2929 Arch Street, Suite 1703
Philadelphia, PA 19104-2870
Attention: Betsy Cohen, Manager
Email: betsy@cohencircle.com
Notice shall be deemed given on the earlier of
(i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date on which an e-mail
transmission was received by the receiving party’s on-line access provider, (iv) the date reflected on a signed delivery receipt, or (v)
two (2) business days following tender of delivery or dispatch by express mail or delivery service.
10. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.
11. Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything
herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in
or to any distribution of the trust account in which the proceeds of the Maker’s IPO and the proceeds of the sale of the securities
issued in a private placement consummated concurrently with the Maker’s IPO have been deposited, as described in greater detail
in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
13. Amendment; Waiver. Any
amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. No assignment or transfer
of this Note or any rights or obligations hereunder may be made by the Maker hereto (by operation of law or otherwise) without the prior
written consent of the Payee and any attempted assignment without the required consent shall be void. The Payee may assign this Note or
any of its rights or obligations hereunder to an affiliate of the Payee without the written consent of the Maker.
[Signature Page Follows]
IN WITNESS WHEREOF, the Maker,
intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.
| |
FTAC EMERALD ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Bracebridge
H. Young, Jr. |
| |
Name: |
Bracebridge H. Young, Jr. |
| |
Title: |
President and Chief Executive Officer |
Schedule A
| Date |
|
Payee |
|
Principal Amount |
| October 25, 2024 |
|
Frontier SPV, LLC |
|
|
| |
|
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| |
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