Fold submits SEC S-4 filing, advancing its plan to go public via a merger with FTAC Emerald Acquisition Corp.
Stockholders to receive up to $419.75M in Fold stock, contingent on Bitcoin's price at merger closing.
Fold plans to expand its Bitcoin services, including larger OTC transactions and increased treasury holdings.
On Monday, Fold, a Bitcoin rewards app, filed its S-4 document with the U.S. Securities and Exchange Commission (SEC). This comes after Fold's declaration in July to become a publicly traded company by merging with FTAC Emerald Acquisition Corp., a SPAC listed on Nasdaq. The submission signifies the following stage in finalizing the merger.
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FTAC Emerald is named as the registrant and Fold listed as the co-registrant in the filing submitted. As per the submission, FTAC Emerald and its subsidiary EMLD Merger Sub finalized a merger deal in July with Fold, intending for Merger Sub to merge into Fold, thus making Fold a fully owned subsidiary of FTAC Emerald.
The new company, subject to approval from regulators and shareholders, aims to remain listed on the Nasdaq with a new ticker symbol, FLD. The boards of directors of both companies unanimously approved the agreement and the agreement is expected to close in the fourth quarter of 2024.
Key Financial Details of the Fold Deal
The filing outlines financial details for stockholders involved in the merger. Holders of FTAC Emerald Class A common stock are expected to receive up to $419.75 million in the stock, depending on Bitcoin’s market value at the time of closing. The value of each share in the deal is estimated at $10.72.
Additionally, it announced plans to hold a special meeting for stockholders to vote on the business combination. The date for this meeting has not yet been disclosed.
Fold's Expanding Bitcoin Services
In the filing, the company provided details on its future business expansion. The company plans to grow its custody and trading services, granting access to users in states previously unsupported by its platform.
Fold will also add Bitcoin deposits as a funding option and open its exchange services to non-Fold cardholders. Furthermore, the company will introduce support for larger transactions via an over-the-counter (OTC) desk service.
The company also reiterated its commitment to expanding its Bitcoin treasury holdings. As of July 31, 2024, the company held approximately 1,002 BTC (valued at $63.2 million). Fold stated it believes the current market conditions present an opportunity to add to its treasury at favorable prices.
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