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 31, 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 of 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 31, 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 an aggregate principal amount of $973,116.44, which was used to satisfy the Company’s excise tax liability. 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 31, 2024, we borrowed the full amount 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.
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: November 4, 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
$973,116.44
Issue Date: October 31, 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 NINE
HUNDRED SEVENTY THREE THOUSAND ONE HUNDRED SIXTEEN DOLLARS AND FORTY FOUR CENTS ($973,116.44) (the “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 the Principal Amount. The Principal Amount of this Note 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 |
3
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