FTAC Emerald Acquisition Corp. Announces Extension of Deadline to Complete Business Combination
December 18 2024 - 7:30AM
Business Wire
Business Combination between FTAC Emerald and
Fold is Expected to Close in the First Quarter of 2025
FTAC Emerald Acquisition Corp. (Nasdaq: FLDD), a special purpose
acquisition company (“FTAC Emerald” or the “Company”), announced
today that at a special meeting of its stockholders held on
December 17, 2024, the Company’s stockholders voted in favor of a
proposal to extend the date by which the Company must consummate an
initial business combination from December 20, 2024 to December 20,
2025.
The business combination, which has been unanimously approved by
the boards of directors of both FTAC Emerald and Fold, is expected
to close in the first quarter of 2025, 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”).
Additional details will be made available in a Form 8-K filed by
FTAC Emerald on www.sec.gov.
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.
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 https://foldapp.com/investors.
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
have filed a registration statement on Form S-4 with the SEC, which
includes a document that will serve 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 when available. 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.
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; (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/20241218452191/en/
Investor and Media Contacts Fold: Fold@icrinc.com FTAC
Emerald: info@cohencircle.com
FTAC Emerald Acquisition (NASDAQ:FLDD)
Historical Stock Chart
From Dec 2024 to Jan 2025
FTAC Emerald Acquisition (NASDAQ:FLDD)
Historical Stock Chart
From Jan 2024 to Jan 2025