EMLDU FTAC Emerald Acquisition Corporation

 

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): July 24, 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		EMLDU		NASDAQ Capital Market
Class A common stock, par value $0.0001 per share		EMLD		NASDAQ Capital Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock		EMLDW		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 7.01 Regulation FD Disclosure.

 

On July 24, 2024, FTAC Emerald Acquisition Corp. (the “Company”) 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 “Transactions”).

 

Attached hereto as Exhibit 99.l and incorporated into this Item 7.01 by reference is the investor presentation that will be used by the Company in making presentations to certain existing and potential stockholders of the Company with respect to the proposed Transactions. 

 

Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is a copy of the joint press release issued on July 24, 2024 by the Company and Fold announcing the execution of the Merger Agreement.

 

The Company and Fold management will hold a joint investor conference on July 24, 2024 at 8:30 am (Eastern time) to discuss the proposed Transactions. To listen to the prepared remarks, please visit foldapp.com/investors. A copy of the script for this conference call is also furnished as Exhibit 99.3 to this report.

 

The information in this Item 7.01 (including Exhibits 99.1, 99.2, 99.3) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act 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 8.01 Other Events.

 

To the extent required, the information included in Item 7.01 of this Current Report on Form 8-K (excluding such exhibits incorporated by reference therein) is incorporated into this Item 8.01.

 

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, 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.

 

Exhibit No.		Description
99.1		Investor Presentation
99.2		Press Release, dated July 24, 2024
99.3		Script for July 24, 2024 conference call
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: July 24, 2024	FTAC EMERALD ACQUISITION CORP.
	By:	/s/ Bracebridge H. Young, Jr.
	Name:	Bracebridge H. Young, Jr.
	Title:	President and Chief Executive Officer

 

 

3

Exhibit 99.1

 

The Gateway to Bitcoin Financial Services July 2024 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc

Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist int erested parties in making their own evaluation with respect to a potential business combination (the “Business Combination”) bet ween Fold Inc. (the “Company”) and FTAC Emerald Acquisition Corp. (“Emerald”) and related transactions and for no other purpose. The information con tained herein does not purport to be all - inclusive and none of Emerald, the Company or their respective representatives or a ffi liates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. This Presentation does not constitute ( i ) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchas e a ny securities. No such offering of securities shall be made except by means of a prospectus meeting the requirements of secti on 10 of the Securities Act of 1933, as amended, or an exemption therefrom. You should not construe the contents of this Presentation as legal, tax, account ing or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and r el ated matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the in for mation contained herein to make any decision. The distribution of this Presentation may also be restricted by law and persons in to whose possession this Presentation comes should inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who has material, non - public information concerning a compa ny from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securitie s Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), and that the recipient will ne ither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Ex cha nge Act, including, without limitation, Rule 10b - 5 thereunder. This Presentation and information contained herein constitutes confidential informatio n and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclos e, forward or distribute it in whole or in part without the prior written consent of the Company and is intended for the recipient hereof only. Forward Looking Statements This Presentation contains certain forward - looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination. Forward - looking statements generally relate to future events or the Company’s future financial or operating performance. For example, statements regarding anticipated growth in the industry in which the Company operates and anticipat ed growth in demand for the Company’s products and services, the satisfaction of closing conditions to the Business Combination and the timing of the completion of the Business Combination are forward - looking statements. In some cases, you can identify forward - looking state ments by terminology such as “pro forma”, “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget ”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of th ese terms or variations of them or similar terminology. Such forward - looking statements are subject to risks, uncertainties, and ot her factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward - looking st atements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as the ca se may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are n ot limited to: competition, the ability of the Company to grow and manage growth, maintain relationships with customers and reta in its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the possibility that the Co mpany may be adversely affected by other economic, business or competitive factors; the Company’s estimates of expenses and p rofi tability; the evolution of the markets in which the Company competes; the ability of the Company to implement its strategic initiatives and co ntinue to innovate its existing products and services. Nothing in this Presentation should be regarded as a representation by an y person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking sta tements will be achieved. You should not place undue reliance on forward - looking statements, which speak only as of the date the y are made. The Company undertakes no duty to update these forward - looking statements. Financial Information The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S - X. Such infor mation and data may not be included in, may be adjusted in or may be presented differently in the registration statement to b e fi led relating to the Business Combination and the proxy statement/prospectus contained therein. Industry and Market Data In this Presentation, the Company relies on and refer to certain information and statistics obtained from third - party sources wh ich the Company believes to be reliable. The Company has not independently verified the accuracy or completeness of any such t hir d - party information. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the propert y o f their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM © or ® symbols, but the Company will assert, to the fullest extent under applicable law, the ri ghts of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Important Information for Investors and Stockholders This Presentation relates to a proposed transaction between Emerald and the Company. This Presentation does not constitute an of fer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of s ecu rities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any suc h jurisdiction. Emerald intends to file a registration statement on Form S - 4 with the U.S. Securities and Exchange Commission (t he “SEC”), which will include a document that serves as a prospectus and proxy statement of Emerald, referred to as a proxy statement/prospectus. A pr oxy statement/prospectus will be sent to all Emerald stockholders. Emerald also will file other documents regarding the propo sed Business Combination with the SEC. Before making any voting decision, investors and security holders of Emerald are urged to read the reg istration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available because they will contain important information about the proposed Bus ine ss Combination. Investors and security holders will be able to obtain free copies of the registration statement, the proxy st ate ment/prospectus and all other relevant documents filed or that will be filed with the SEC by Emerald through the website maintained by the SE C a t www.sec.gov. Participants in the Solicitation Emerald and the Company and their respective directors and executive officers may be deemed to be participants in the solicit ati on of proxies from Emerald’s stockholders in connection with the proposed Business Combination. A list of the names of the di rec tors and executive officers of Emerald and information regarding their interest in the Business Combination will be contained in the proxy state men t/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 solicitati on of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, soli cit ation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.

3 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Sponsor Overview | Industry Leading Sponsors, Backed by a Prominent Team 1) Return on units based on acquisition consideration paid by First Data of $15.00 per share of CCN common stock and $3.99 per C CN warrant (assumes warrants were issued within 30 days of acquisition closing), per tender offer statements filed by CCN and First Data with the SEC on 06.07.2020 2) Return based on IMXI common stock closing price as of 07.17.2024. For each whole warrant, reflects 0.201 shares of IMXI commo n s tock and $1.12 in cash issued to warrant holders pursuant to IMXI’s Offer to Exchange Warrants filed on Form S - 4 with the SEC on 3.28.2019 3) Return based on PWP common stock closing price as of 07.17.2024 +90% return 1 From IPO to sale to First Data in July 2017 +108% return 2 Since IPO $250mm+ Upsized PIPE $300mm Upsized PIPE +84% return 3 Since IPO Select Portfolio Companies Experienced Team Summary Brace Young CEO & President, FTAC Emerald Betsy Cohen Chairman of the Board, FTAC Emerald Amanda Abrams CEO, Cohen Circle Daniel Cohen Co - Founder, Cohen Circle Impressive Track Record Strong reputation with institutions for partnering with quality companies Experienced Team Operational & financial expertise with an investor lens to complement Fold Leader in the SPAC Market A pioneer in the evolution of the SPAC structure & unlocking significant value Strong Strategic Partner Sponsor team brings deep expertise in payments & financial services

4 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Introductions Today’s Presenters Will Reeves CEO & Co - Founder Wolfe Repass VP of Finance Jonathan Kirkwood Co - Founder, Ten31

5 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 3 9 25 59 115 210 354 465 596 760 923 1,071 1,241 7 10 20 39 72 116 180 272 389 490 647 758 889 Bitcoin Users Internet Users 2011 1992 2012 1993 2013 1994 2014 1995 2015 1996 2016 1997 2017 1998 2018 1999 2019 2000 2020 2001 2021 2002 2022 2003 2023 2004 Bitcoin Overview A Fast - Growing Brand & Rapid Adoption Trends The internet launched in 1983, while bitcoin, introduced in 2009, has shown a notably faster adoption rate. Comparing adoption across their existence highlights bitcoin's accelerated growth Among the Best Performing Assets of Last Decade 1 1,400%+ Since January 2019 2 Bitcoin vs the Internet Adoption: Total customers (Millions) 3 1) Forbes, bitcoin Price History 2009 to 2022, 04.16.2024 2) Market data from 01.01.2019 to 07.15.2024 3) Our World In Data, Glassnode . Total number of bitcoin addresses used as proxy for the number of bitcoin users

6 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Company Overview Fold is a Gateway to Bitcoin - Based Financial Services for an Expanding Network 1,000+ Bitcoin Holdings 3 2019 Year Founded Company Highlights Strategic Partners $50M+ In Monthly Volume 574K Accounts Created $2B+ In Total Volume $40M+ Rewards Distributed $9.44 Customer Acquisition Cost Customer Highlights 4 64% Customers Want Bitcoin Financial Services #1 Bitcoin Rewards Card 1 Top 6 Public Bitcoin Treasury 2 1) Forbes, Best Crypto Rewards Cards of July 2024 2) Bitcoin holdings as of 07.19.2024. Excludes bitcoin mining companies and exchanges 3) Bitcoin holdings as of 07.19.2024 4) Based on historical company data & customer surveys from 2022 – 2024. Period of data collection may vary across the different st atistics

7 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Products Overview Fold’s Current Product Offerings Insured Bitcoin Custody & Trading □ Buy bitcoin with zero fees □ Withdraw bitcoin instantly □ Set amount to buy daily, weekly, or monthly □ Bitcoin purchases via Round - Ups on every Fold Card transaction ` ` Rewards Network □ Bitcoin rewards on all transactions □ Expansive merchant rewards network □ Customers can win up to 1 full bitcoin per spending transaction □ Up to 20% bitcoin rewards at 100M+ top merchants Debit Card & FDIC Cash Account □ Visa Prepaid Debit Card for spending and bitcoin rewards □ Checking Account (FDIC) for direct deposit & bills □ Up to 1.5% back in bitcoin on top spending categories, mortgage, rent and bills □ ~2x higher rewards than the leading cash back debit card

8 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Customer Base Statistics Highly Engaged Base with Potential for Cross Selling 84% Are aged 35+ 46% Want access to credit & loans 65% Make over $100K 84% Interested in a business account 80% Have prime credit 87% Of premium users engage in 2+ products Note : Based on historical company data & customer surveys from 2022 – 2024. Period of data collection may vary across the different statistics

9 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Product Roadmap Comprehensive Financial Services Driven by High Customer Engagement Merchant Rewards Banking & Debit Card Custody & Trading Credit Card Loans Business Accounts Strong Customer Involvement 1 Bill Pay 1) Based on historical company data & customer surveys from 2022 – 2024 Deep Customer Penetration

10 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Monetization How Fold Generates Revenue Users Current Offerings Future Opportunities Increased network volume grows the amount of bitcoin in the treasury Interchange on all card transactions Revenue share on merchant offers & partnerships Transaction spreads on Bitcoin transactions Subscription plans for premium features & services Transaction Fees – ATM, International, Instant Transfers & Bitcoin Expanded Credit offerings with interest and appreciation shares Insurance Premiums on Assets under custody Business Accounts with access to all existing product lines Users earn more bitcoin & require more financial services Users actively engage in spending activities on the network, driving transaction volume Bitcoin Treasury Interchange on all card transactions Revenue Share on merchant offers & partnerships Transaction Spreads on bitcoin transactions Transaction Fees – ATM, i nternational, instant t ransfers & bitcoin Expanded Cr edit Offerings with interest & appreciation shares Insurance Premiums on assets under custody Business Accounts with access to all existing product lines 1) “ Satsflow ” measures the incremental amount of bitcoin generated through our corporate activities. “Sats,” or “ Satoshis ,” represent the smallest unit of bitcoin, with each bitcoin consisting of 100,000,000 satoshis Subscription Plans for premium features & services Satsflow 1 Engine

Bitcoin as a Treasury Reserve Asset Fold has Amassed 1,000+ Bitcoin in Our Corporate Treasury Bitcoin is an Additional Lever to Accrue Value Fold is tracking to be the first publicly traded pure play bitcoin financial services company 1) Yahoo Finance, Top 20 companies with the most cash reserves, 02.16.2024 2) Per b itcoin whitepaper the total supply of bitcoin is limited to 21 million and per Certified EO there are 33 million total U.S co mpa nies . The total number of companies that can own 1K bitcoin would be (21 million / 1000) / 33 million or <0.1% of total U.S companies 3) Data as of 07.19.2024 11 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc x US public companies have $6.9 trillion in cash reserves 1 . Yet only <0.1% of US companies can o wn 1K+ bitcoin on balance sheet due to supply limitations 2 x Fold plans to be the first public company to debut with 1,000+ bitcoin treasury 3 x MicroStrategy is up 1,100%+ over last 5 years, outperforming bitcoin by ~2x 3

12 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Customer Benefits Promoting Access to Value Appreciation for Fold's Customers 50% of Americans have no savings or less savings than prior years . 1 Fold democratizes wealth creation by aiming to make bitcoin accessible to everyone. Since Q3’19, our b itcoin rewards have outpaced inflation and typical credit card perks 54% of bitcoin ecosystem is powered by renewable energy sources . 2 Fold seeks to be a fintech leader by spearheading efforts in clean energy adoption within the bitcoin ecosystem 60% of Americans believe the American Dream is no longer possible . 3 Every purchase empowers customers to take ownership of their financial future and reinvigorate the American dream Q3 Note : Graph shows relative value of cash rewards versus bitcoin rewards using the aggregate Fold rewards as a case study 1) Nasdaq, Americans Do Not Have Enough Savings, 01.02.2023 2) Yahoo Finance, Bitcoin mining’s green mile, 01.18.2024 3) House.gov, No Wonder 59% Say American Dream Is Out Of Reach, 07.10.2014 $20.1M $43.5M 2019 2020 2021 2022 2023 2024 Cash Value of Rewards BTC Value of Rewards 116%+ Value of Fold’s Bitcoin Rewards Compared to Cash Rewards

13 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Conclusion Fold Believes it has a Sustainable Competitive Advantage First Mover Advantage Depth of Technology Transferring Wealth x Fold is tracking to be the first publicly traded pure play bitcoin financial services company x Proprietary data on customer spending, saving, investing & borrowing trends that can be leveraged for penetration within existing base x Deep relationships with partners, customers, & industry participants while building a brand name in the bitcoin market x Fold has a differentiated approach for investors to gain exposure in the public markets: as a bitcoin - native specialty finance company, Fold’s products are built on bitcoin, for bitcoiners & by bitcoiners x Unique product offering catered to Fold’s highly engaged customer base x A robust pipeline of future opportunities with potential for cross - selling x Fold’s bitcoin - linked financial services are creating an ecosystem where users can integrate bitcoin into their daily lives, enabling wealth generation potential through everyday transactions x Democratizing finance by allowing users from all backgrounds to accumulate digital assets without the need for large investments x Fold’s offerings contrasts to the capital - intensive mining businesses and the fee - heavy ETF models; providing a user - friendly, low - barrier entry point for users 1 2 3

14 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Illustrative Transaction Summary Capitalization (in $M except for share data) $493.8 Implied Market Capitalization 1 $(112.5) ( - ) Net Cash / Bitcoin $381.3 Enterprise Value Key Highlights $M Sources $365 Fold Rollover Equity 20 Cash in Trust 2 25 PIPE 3 $410 Total Sources Sources and Uses $M Uses $365 Equity to Fold Shareholders 32.5 Cash to Balance Sheet 12.5 Transaction Expenses 4 $410 Total Uses Pro Forma Ownership 2,3 Pro Forma Valuation 7 • $381M enterprise value 7 • Implied pre - money equity value of $365M 7 • Implied pro forma equity value of $494M • $113M of cash held on the pro forma balance sheet • Including $80M held as bitcoin on the pro forma balance sheet at close • Fold shareholders are rolling 100% of their equity and will own ~71.2% of the combined company Fold Rollover Equity PIPE Public Shareholders Sponsor Shares 5 Private Placement Shares Extension Shares 6 1) Implied market capitalization and pro forma ownership are based on $10.72 per share. Actual per share price to be based on redemption value in final S - 4. Includes 3,545,094 million founder shares and 976,081 private placement shares. Excludes the 1,772,547 founder shares that are locked up until the earlier of 90 days following closing or stock price closing above $17.00, for 20 out of 30 consecutive trading days during the 10 years following closing. Excludes the dilutive impact of warrants, management equity plan and employee stock purchase plan. 2) Assumes 60% redemptions from ~$50M cash in trust. SPAC cash amount subject to change depending on actual redemption levels and interest earned in trust 3) Assumes $25M PIPE raised at $10.72 estimated share price 4) Reflects an estimate of transaction expenses; actual transaction expenses may vary 5) 1/3rd of Sponsor Shares are locked up until earlier of $12.00 or 6 months; 1/3rd of Sponsor Shares are locked up until earlie r o f $15.00 or 2 years; 1/3 rd of Sponsor Shares are locked up until earlier of $17.00 or 10 years. For all tranches, the applicable 30 - day trading period must end at least 90 days following the closing 6) Reflects sponsor shares allocated to certain SPAC investors in September 2023 and January 2024 to extend the lifespan of the SPA C 7) The transaction contains an adjustment in respect of BTC price movement, generally as follows: If the 60 - day VWAP of Bitcoin as of the day immediately prior to the Closing Date is equal to or greater than $90,000, the pre - money equity value shall be increased by an amount equal to: (A) (1) 20% multiplied by (2) the product of (x) 1001 (representing the number of bitcoins in treasury at si gning) multiplied by (y) the 60 - day VWAP of Bitcoin immediately prior to Closing, less (B) an amount equal (x) 1001 multiplied by (y) the 60 - day VWAP of Bitcoin immediately prior to signing. Such adjustment ( i ) is subject to a cap on the total amount of the adjustment and (ii) subject to adjustment in the event any treasury BTC are sold between signing and closing 71.2% 4.9% 3.9% 11.1% 2.0% 6.9%

[ ] Appendix

16 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Management Team Visionary Leadership for Fold’s Next Growth Phase Nikki Gonclaves VP of Risk and Compliance • 10+ years of experience in Fraud & Risk and Compliance across TradFi and DeFi • Built out global GRC policies and procedures for Metallicus Sean McGowan Controller • CPA with 10+ years experience in public and private accounting & finance roles • Supported Robinhood through its IPO as an accounting manager • Spent 5 years at PwC working on publicly traded Fortune 500 clients Ammaarah Khan Senior Product Manager • Served as a product manager at J.P Morgan & Notables – a white label NFT marketplace • Facilitated Goldman Sachs branching into consumer business via Marcus Will Reeves CEO & Co - Founder • Extensive background across payments, blockchain & venture • Previously, Head of Payments at Thesis & a Venture Lead at A3 Ventures Tom Dickman CTO • Deep technical background that spans across industries and verticals • Worked in software engineering roles at both RetailMeNot & Northrop Grumman Wolfe Repass VP of Finance • CPA with 15+ years experience in public and private accounting & finance roles • Spent 10 years at PwC focused on Fortune 250 SEC filers • Established all finance and accounting processes at Fold

17 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 578.2% 186.2% 102.6% 114.5% 81.1% (10.7%) 422.5% 271.6% 245.1% 124.6% 99.8% 1) Market data as of 07.09.2024 2) Bitcoin on balance sheet based on publicly available information. Companies exclude bitcoin miners and crypto exchanges 3) Bitcoin holdings as of 07.19.2024 Bitcoin has Outperformed Several Key Assets Since June 2019 & has been Adopted as a Treasury Strategy Market Backdrop Price Performance Since June 2019 (%) 1 Top Public Companies with Bitcoin Stacking Strategy & their Current Bitcoin Holdings 2 Key Assets & Indices Big Tech (Gold) (Silver) (Bonds) 226,331 1,717 941 117 9,720 1,150 821 8,027 413 18 1,000+ 3 352

18 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Bitcoin has a fixed supply unlike traditional fiat currency and has the potential to protect people from excessive money printing that can lead to inflation B itcoin has the Potential to Protect Everyday People from Inflation $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 1913 1923 1933 1943 1953 1963 1973 1983 1993 2003 2013 2023 2033 1971 : Nixon ends Bretton Woods; starts modern day Fiat currency system 1913 : Federal Reserve is Created 1944 : Bretton Woods established USD as the worlds reserve currency The New Standard 1) Federal Reserve Bank of Minneapolis, Customer Price Index, 1913 2) New York Fed, Independent Institute, U.S Department of State, Office of the Historian, Nasdaq 3) Federal Reserve Bank of St. Louis, Q1 Median Housing Prices, Market Prices based on January 1st of each year While B itcoin has been Deflationary 3 $420,800 ~10 Bi tcoin 2024 $329,000 ~46 B itcoin 2020 $ 299,800 ~690 B itcoin 2016 The Dollar is Inflationary 1,2 2033 : Assuming 4% inflation per year for ’23 – ’33 the $ value will drop to $0.01 ’13 – ’68: First 50 years $USD Lost 77% of Value ’68 – ’23: Second 50 Years $USD Lost 90% of Value 2023 : Purchase power decreases to $0.02 from 1913 levels ’23 – ’33: 10 Years $ USD May Lose ~50% of Value

19 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Platform Highlights A Compelling Opportunity Within Consumer Finance Bitcoin financial services platform that seamlessly integrates dollars with bitcoin & making way for powerful new financial products Financial Automations enable automatic paycheck conversion to bitcoin, recurring investment and round - ups on purchases Fold’s Merchant Offers are among the most extensive rewards networks with card - linked offers, gift cards and affiliate offers Debit Card & FDIC Insured Cash Account allows customers to spend on everyday goods and pay monthly bills, earning bitcoin rewards on each transaction Insured bitcoin Custody and Zero Fee Trading allows customers to save money on trading commissions and take control of their financial stability Bitcoin Treasury & Accumulation strategy increases potential bitcoin exposure for both Fold and our customers 01 02 04 03 06 05

Exhibit 99.2

 

 

Fold to Go Public as the First Pureplay Financial Services Company Powered by Bitcoin

 

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

 

NEW YORK – July 24, 2024 – 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.

 

Investor and Media Contacts

 

Fold: Fold@icrinc.com

 

FTAC Emerald: info@cohencircle.com

 

 

4

 

Exhibit 99.3

 

 

 

 

C O R P O R A T E P A R T I C I P A N T S

 

 

Betsy Cohen, Chairman, FTAC Emerald

 

Brace Young, CEO and President, FTAC Emerald

 

Will Reeves, Co-Founder and CEO, Fold

 

P R E S E N T A T I O N

 

Betsy Cohen

 

Hello, my name is Betsy Cohen, Chairman of FTAC Emerald, and I’d like to welcome everybody today. We are here today to announce that Fold is planning to go public as the first listed financial services company powered by Bitcoin. With over a thousand bitcoin in its corporate treasury, Fold is building the financial products of tomorrow amid a wave of global bitcoin adoption.

 

I’m joined today by Brace Young, CEO and President of FTAC Emerald; Daniel Cohen, Co-Founder and Managing Partner of Cohen Circle; and Amanda Abrams, CEO of Cohen Circle. With me from Fold is Will Reeves, Co-Founder and CEO of Fold.

 

A brief background on Cohen Circle.

 

I’m proud of the disciplined approach we’ve employed over the last several years in identifying companies that combine uniquely advantaged business models with truly excellent management teams, and specifically those companies that are public ready and have a defined need to be in the public markets. We’re very excited to partner with Fold given its unique first mover advantage in a particularly interesting and needed space, combined with its experienced management team both in terms of deep industry expertise and operational know-how.

 

I’ll now turn over the call to Brace Young, CEO and President of FTAC Emerald, to elaborate further. Brace?

 

Brace Young

 

Thank you, Betsy. The FTAC Emerald mandate is to find a great private company that benefits from being public and has a measurable impact on a societal challenge.

 

A significant percentage of the U.S. population works very hard and struggles to accumulate any savings. We believe Fold has taken a unique approach to address this opportunity, which is to combine classical financial services with Bitcoin to enable wealth creation for Fold’s users and through the accumulation of Bitcoin, and to ultimately expand their offerings to include products that can generate a potentially lower cost of borrowing for individuals.

 

One of the extraordinary aspects of Fold is that as individual users of Fold accumulate Bitcoin, the Company itself has the ability to accumulate Bitcoin. This is a powerful flywheel of value creation. As individual customers of Fold participate in the potential for compounding wealth creation through the accumulation of Bitcoin, so does Fold as a company, and in turn we believe this benefits Fold’s shareholders.

 

 

 

 

Fold was founded and is led by Will Reeves, who has led an extraordinary career as an entrepreneur and operator in the tech space, both early stage and late-stage companies, and has the unique mission-oriented approach to tackle the opportunities to effectively democratize wealth creation for all Americans.

 

I am pleased to introduce you to Will Reeves, the Fold CEO.

 

Will Reeves

 

Thank you, Brace and Betsy, for the kind introduction.

 

I’m Will Reeves, Co-Founder and CEO of Fold. We’re very excited to partner with the FTAC Emerald and Cohen Circle team on this exciting journey towards becoming a public company. Allow me to dive right in.

 

Fold is building not just a business but a vision for the future. To best understand our mission and business, the single most powerful insight to understand our Company is the powerful adoption trends of Bitcoin. Bitcoin is growing faster than the internet itself. The internet unleashed a new era of value creation and transfer of information, and Bitcoin is unleashing a new era of storing and transferring value, anywhere in the world to anybody in the world, a completely democratic open network.

 

Every day as more participants join into the bitcoin network, the network has the potential to become more valuable, and we believe this has resulted in Bitcoin becoming among the fastest-appreciating assets over the last decade. We believe Bitcoin is an incredible tool for the democratization of wealth and we think it has a place in every American’s portfolio. However, this network is grossly underserved by traditional options, and that is why we built Fold. We believe Fold is the gateway to this network.

 

We built Bitcoin-based financial services specifically for this expanding network and we believe we have a unique first-mover advantage. We have been serving these customers for years and earned their loyalty along the way in having developed specialized technology that we believe is specifically tailored to meet the unique needs of this audience and the network growth itself, and we’ve been host to the rapid transformation of our own customers as a result of using our product. The Fold card has already been ranked the number one debit card for maximizing crypto rewards by Forbes, and we believe it is also one of the leading ways to access Bitcoin-based financial services.

 

We believe our customer acquisition costs are very low as a result of the Bitcoin network being so underserved by traditional financial service options, despite the customers we acquire being incredibly valuable. These customers come to Fold because they decided to integrate Bitcoin into their everyday finances. Be it earning Bitcoin from their daily spending or monthly bill payments, they are choosing to actively save and accumulate Bitcoin. In fact, as of July 2024, we’ve already distributed over $43 million of Bitcoin to our end customers and in the course of our own business, Fold has been accumulating Bitcoin ourselves.

 

We currently have over 1,000 Bitcoin in our treasury and once listed as a public company, we believe this will qualify us as a top-five Bitcoin treasury in the public markets, not including Bitcoin miners and crypto exchanges.

 

To summarize, we believe Fold has been a first mover in this network, we’ve developed core specialized technology and we’ve directly facilitated the possibility of wealth creation for our users. We believe Fold is set to be a beneficiary of Bitcoin’s rapid growth of both users and the underlying value of Bitcoin as an asset itself.

 

I’ll now share a bit about how the Fold product works and what it provides to our end customers.

 

 

 

 

On the outside, Fold is a classical financial products platform. We have a debit card with an attached FDIC insured account. This debit card is an industry leader. Not only does it give Bitcoin Rewards—and it’s the number one Bitcoin rewards debit card today, ranked by Forbes—it also currently gives more rewards than the leading cash back debit card in the space. This means that Fold is not only beating the competition today, but because of our first mover advantage in Bitcoin, we believe we will be able to outperform the competition in the long-term.

 

Fold has an expansive reward network that gives our customers access to thousands of special and exclusive merchant offers with up to 20% back in Bitcoin. We have also built what we believe is one of the most innovative and leading Bitcoin Custody platforms which brings unique value to our customers, such as insured Bitcoin holdings which can give peace of mind that where they hold their Bitcoin is safe, in addition to the capability to transfer Bitcoin back and forth to dollars for zero fees.

 

All of these product offerings mean that over the course of our users’ daily spending and monthly bill pay, they have the potential to be earning more Bitcoin than they had the day before.

 

Who exactly are these users? We believe Fold caters to one of the most valuable customer segments in the world. They are young, just entering their financial prime, and are on the cusp of some of the most important financial decisions of their lives: starting families, starting businesses, buying homes, and making long-term financial plans. We believe Fold can be an important part of these plans. Further, as our customers’ Bitcoin accumulation has expanded, they are now increasingly looking to Fold to expand our suite of Bitcoin financial services. They are interested in credit, loans, business accounts, and other financial products, to help them embark on this next phase of their journey.

 

Since our customers want more, we are moving to capture more of our customers’ financial needs with plans for the future release of a few core products: Bill Pay, Credit Cards, Loans, and Business Accounts. We believe this will allow us to create a complete financial suite for our customers. We believe it will lead to larger volumes for Fold and more importantly our customers have the potential to earn more Bitcoin as a result of these products than they do on the current platform. Going back to our flywheel, as a result of launching these new products, Fold will have the potential to earn more Bitcoin into its treasury.

 

We believe Fold has built a virtual cycle into this incredible network growth that aligns the incentives of Fold with the incentives of our own customers. As our customers use our products and services to accumulate Bitcoin, Fold generates revenue from subscriptions, interchange, (inaudible), and revenue shares with our merchant partners.

 

Each day both Fold and our customers have more Bitcoin than they had the day before, so we think of Fold as a very powerful Flywheel attached to this growing Bitcoin network. It’s simple, as more people turn to Bitcoin, we believe they are going to look to Fold as the gateway to acquire more Bitcoin. As they use Fold, they will earn more Bitcoin rewards and Fold will earn more Bitcoin to our Treasury as a result of that usage. And as our customers accumulate more Bitcoin, they are going to need more financial services that reflect that new Bitcoin position, and we are planning to build those products and services for them, which is ultimately going to keep the Flywheel in motion.

 

What this means is Fold has the potential to become wealthier each time someone new enters the network and each time they use our product, Fold’s treasury will increase and our customers have the potential to earn more Bitcoin too. It’s a virtuous cycle where all incentives are aligned, and we believe this virtuous cycle has been and continues to be successful as a result of our first mover advantage.

 

Fold has over 1,000 Bitcoin in its treasury. Very few companies will be able to reach this level despite there being $7 trillion waiting in cash reserves among these companies to make this decision due to Bitcoin supply limitations.

 

Fold is a first is a mover not only in the Bitcoin network and bringing financial services, but we are a first mover in building a corporate treasury of Bitcoin. We believe our first mover advantage in building our Bitcoin treasury means Fold has the potential to emerge as a leader in building a corporate treasury of Bitcoin on day one as a public company.

 

 

 

 

Why do our customers choose to be part of the Bitcoin movement? The American Dream has been increasingly out of reach and society is looking for new options to provide financial stability to individuals. Americans have less savings than in prior years with many with under $500 of savings, and many with no savings whatsoever. We believe Bitcoin is a tool to democratize access to wealth creation and Fold can be that gateway through Bitcoin financial services.

 

We believe Fold has already made substantial impacts on the lives of our customers. Over the past five years, we’ve distributed Bitcoin rewards now worth over $43 million to our customers. Had we distributed those same rewards in cash, we would have distributed less than $20 million. That is a stark contrast. Since our customers chose Bitcoin and chose Fold, they now have more purchasing power and are earning more in rewards, and ultimately, they have the potential to build and compound passive wealth every day, bringing the American Dream closer in reach.

 

We believe Fold’s sustainable competitive advantage lies with its first mover advantage in the Bitcoin network, core specialized technology, and the direct facilitation of the potential for wealth creation for our users. Fold represents one of the first, pureplay Bitcoin operating companies to launch in the markets and with a strong first-mover advantage. We have been serving these customers for years and earned their loyalty along the way. In doing so, we have developed specialized technology that we believe is specifically tailored to meet the unique needs of this audience and the network growth itself, and we’ve been host to the rapid transformation of our own customers as a result of using our product.

 

I’ll now pass it along to Betsy Cohen, who will discuss the transaction that will bring Fold to the public markets. Betsy?

 

Betsy Cohen

 

Thank you, Will.

 

In terms of valuation, the transaction implies an equity valuation for Fold of approximately $494 million at closing. It is anticipated that the post-transaction Fold will have approximately $33 million of cash and cash equivalents on its consolidated balance sheet and over a thousand Bitcoin in treasury. The Company expects to use the proceeds to accelerate the growth of Fold’s operations and treasury.

 

We are very pleased to be partnering with Will and the rest of the Fold team on their goal to transition from a private to a public company. We believe that Fold is not only important in the present but has created the basis to grow its long-term value. As Fold executes on its product’s roadmap to offer a complete set of Bitcoin financial services in response to its customers demands and needs, we believe that there is a significant opportunity to cross-sell, and thus to further deepen customer retention.

 

Fold is an innovative company. It is a company that has a sustainable competitive advantage in a space that we expect to grow substantially over the long term.

 

Will, I pass it to you to conclude.

 

Will Reeves

 

Thank you, Betsy.

 

I want to conclude by thanking you for the time to learn about Fold today. We are very excited about our partnership with FTAC Emerald and the Cohen Circle team, our path to the public markets, and the meaningful opportunities ahead of us.

 

 

 

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