With over 1,000 bitcoin in its corporate
treasury, Fold is building the financial products of tomorrow amid
a wave of global bitcoin adoption
- Market-leading bitcoin cashback debit card and merchant
rewards, with integrated insured bitcoin custody and no-fee
trading
- Since inception in 2019, over $2 billion aggregate transaction
volume processed and over $45 million aggregate bitcoin rewards
distributed
- Newly-launched bitcoin rewards on bill pay, including mortgage,
rent, and credit card bills
- Established partnerships with industry leaders, including Visa,
BitGo, and Marqeta
- Flywheel effect generated by Fold’s bitcoin-powered business
lines, increasing Fold’s bitcoin treasury as bitcoin adoption
spreads, driving volume and customer acquisition
Fold, Inc. (“Fold”), a pioneering bitcoin financial services
company, and FTAC Emerald Acquisition Corp. (NASDAQ: EMLD) (“FTAC
Emerald”), a publicly-traded special purpose acquisition company,
today announced that they have entered into a definitive agreement
providing for a proposed business combination that will result in
Fold becoming a publicly-listed company. Upon the closing of the
proposed transaction, the combined company intends to remain listed
on NASDAQ under a new ticker symbol to be announced at a later
date.
Bitcoin-Powered Financial Products
Founded in 2019, Fold is the premier gateway for bitcoin
financial services in the United States. By integrating bitcoin
across traditional financial services, Fold acts as a key point of
entry for consumers and businesses to engage with and integrate
bitcoin into their everyday activities. Fold customers can
seamlessly accumulate, manage, and spend their bitcoin through
merchant rewards, debit cards, and bill pay services.
Through a comprehensive suite of bitcoin services, Fold has
processed over $2 billion in volume and has distributed over $45
million in lifetime bitcoin rewards to its customers since Fold’s
inception in 2019. Through this unique bitcoin rewards program,
Fold customers increase their savings while Fold builds its bitcoin
treasury. Fold's existing suite of services includes earning
bitcoin rewards on card spending, earning bitcoin for paying bills
such as mortgages and rent, rounding up purchases into bitcoin,
buying bitcoin with zero fees, and storing funds in insured
accounts.
“This transaction represents a significant step in Fold’s
mission to expand access to premium bitcoin financial services and
empower individuals to achieve their dreams,” said Will Reeves, CEO
of Fold. “Fold aims to make bitcoin available to everyone—through
accessible, engaging, and useful bitcoin products that are tailored
to meet the needs of spenders, earners, and savers.”
“We are excited to partner with Will and his team to bring Fold
to the public markets,” said Bracebridge (Brace) Young, Jr.,
President and CEO of FTAC Emerald. “Fold has aligned its success
with the success of its customers, democratizing wealth building
with innovative bitcoin financial services while gaining a larger
and larger wallet share as the preferred bitcoin savings tool.”
“Looking forward, Fold will continue to build on bitcoin, with a
road map that envisions value-added credit, lending, and insurance
solutions,” continued Mr. Reeves. “Our products are designed to
enhance the savings and the financial freedom of our community. Our
business philosophy aligns Fold with the growth of bitcoin through
unique and accessible financial products designed by bitcoiners,
for bitcoiners.”
Transaction Overview
The transaction implies a pre-money equity valuation for Fold of
$365 million.
It is anticipated that post-transaction Fold will have more than
1,000 BTC on its consolidated balance sheet. Fold expects to use
the proceeds to accelerate the growth of Fold’s operations and
treasury.
Existing Fold stockholders will be subject to a six-month
lock-up, subject to earlier release if the combined company’s stock
price exceeds $12.00 per share for 20 trading days of any
consecutive 30 trading day period ending on a date that is at least
90 days following the closing. Upon the closing of the transaction,
legacy Fold stockholders are expected to own approximately 71% of
the combined company’s outstanding shares.
The transaction, which has been unanimously approved by the
boards of directors of both FTAC Emerald and Fold, is expected to
close in the fourth quarter of 2024, subject to regulatory
approvals, approval of the proposed transaction by the stockholders
of FTAC Emerald, and the satisfaction or waiver of other customary
closing conditions, including a registration statement on Form S-4
being declared effective by the Securities and Exchange Commission
(the “SEC”).
Following the closing of the proposed transaction, Fold’s
management team, led by Reeves, will continue to operate and manage
Fold.
Upon completion of the transaction, Fold Director Reeves will be
joined on the combined company’s Board of Directors by Brace Young
and FTAC Emerald Director Andrew Hohns, along with Jonathan
Kirkwood of Ten31. Mr. Young is the President and CEO of FTAC
Emerald, and previously served as CEO of Mariner Investment Group
and Managing Director of Goldman Sachs. Dr. Hohns is a Director of
FTAC Emerald and the CEO of Newmarket Capital, the structured
finance asset manager, and its subsidiary, Battery Finance,
focusing on bitcoin-driven credit and specialty finance. Dr.
Kirkwood is a co-founder and Managing Partner of Ten31, a leading
bitcoin venture capital and private equity platform.
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC, is acting as exclusive financial advisor and
lead capital markets advisor to Fold. Latham & Watkins LLP is
acting as legal advisor to Fold. Stevens & Lee PC is acting as
legal advisor to FTAC Emerald.
Investor Conference Call Information
Fold and FTAC Emerald will host a joint investor conference call
to discuss the proposed transaction today, Wednesday, July 24, 2024
at 8:30 am ET.
To listen to the prepared remarks, please visit
foldapp.com/investors.
FTAC Emerald will file an investor presentation relating to the
proposed transaction with the SEC as an exhibit to a Current Report
on Form 8-K prior to the call, which will be available on the SEC’s
website at www.sec.gov.
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 www.foldapp.com.
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. FTAC Emerald is listed on the NASDAQ
under the symbol “EMLD.”
Important Information About the Proposed Business Combination
and Where to Find It
This document relates to a proposed transaction between 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 intend to
file a registration statement on Form S-4 with the SEC, which will
include 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.
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 press release 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 press release.
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 release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240724261013/en/
Investor and Media Fold: Fold@icrinc.com FTAC Emerald:
info@cohencircle.com
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