An S-4 filing is a registration statement with the SEC by a publicly traded company undergoing a merger or acquisition. The Monday statement lists the blank-check firm Emerald as the registrant and Fold as the co-registrant.
“On July 24, 2024, FTAC Emerald and EMLD Merger Sub Inc., a wholly-owned subsidiary of Emerald, entered into a Merger Agreement with Fold," the filing said. “Merger Sub will be merged with and into Fold with Fold surviving the Merger as a wholly-owned subsidiary of Emerald.”
Once approved by regulators and shareholders, the newly combined company intends to remain listed on the Nasdaq with FLD as the new ticker symbol, as stated in the S-4 filing. Fold said in July that the agreement with Emerald received unanimous approval from the boards of directors of both companies, with an expected closing date within the fourth quarter.
Holders of stocks to be converted into Fold common stocks are expected to receive around a total of $365 million, or up to $419.75 million depending on bitcoin's price, in Emerald Class A common stock. This stock is valued at $10.72 per share, according to the filing.
The filing also notified Emerald stockholders of a special meeting to be held at a later date to vote on the business combination.
Fold allows users to earn bitcoin cashback on everyday purchases at retailers like Amazon, Uber and Starbucks. It also offers a debit card that provides bitcoin rewards on transactions, and users can earn additional bitcoin through spins on its rewards wheel. Integrated with the Bitcoin Lightning Network, Fold also has other features that let users earn bitcoin by paying their mortgages and rent.
The firm wrote in the filing that it will expand its custody and trading program to grant access from users in previously unsupported states, add bitcoin deposits as a funding option, open its exchange product to non-Fold cardholders, and add support for larger orders via an OTC desk service.
Fold also said it will continue to accumulate additional bitcoin over the near term as part of its bitcoin treasury investment strategy. As of July 31, the company said it held approximately 1,002 BTC ($63.2 million) in its investment treasury.
“We believe existing macro conditions to be favorable towards adding additional bitcoin to our balance sheet at current market prices,” Fold wrote.
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