Bitcoin rewards app Fold has officially submitted its S-4 filing with the U.S. Securities and Exchange Commission (SEC) on Monday, as part of its plans to go public through a merger with FTAC Emerald Acquisition Corp. This announcement follows the company's initial declaration in July regarding the merger with the Nasdaq-traded special purpose acquisition company.
The S-4 filing serves as a registration statement by a publicly traded company undergoing a merger or acquisition. The filing identifies Emerald as the registrant and Fold as the co-registrant. The document specifies that, on July 24, 2024, FTAC Emerald will merge with EMLD Merger Sub Inc., a wholly-owned subsidiary of Emerald, with Fold surviving the merger.
Upon regulatory and shareholder approval, the newly formed entity will continue to be listed on the Nasdaq under the new ticker symbol FLD. The merger agreement received unanimous approval from both companies' boards, with an anticipated closing date in the fourth quarter.
Stockholders converting their shares into Fold common stocks are projected to receive approximately $365 million, potentially increasing to $419.75 million based on Bitcoin's price, in Emerald Class A common stock, valued at $10.72 per share.
The filing also announced a special meeting for Emerald stockholders to vote on the business combination.
Fold enables users to earn Bitcoin cashback on everyday purchases from major retailers such as Amazon, Uber, and Starbucks. The app also features a debit card that rewards transactions with Bitcoin and offers additional earning opportunities through its rewards wheel.
Driven by the Bitcoin Lightning Network, Fold plans to enhance its custody and trading services, allow Bitcoin deposits, and broaden its exchange services to non-Fold cardholders. Additionally, the company aims to continue accumulating Bitcoin as part of its treasury investment strategy. As of July 31, Fold reported holding approximately 1,002 BTC, valued at about $63.2 million.
“We believe existing macro conditions are favorable for adding more Bitcoin to our balance sheet at current market prices,” stated Fold in the filing.
Disclaimer: The Block is an independent media outlet. As of November 2023, Foresight Ventures is a majority investor in The Block. This article is for informational purposes only and does not constitute legal, tax, investment, or financial advice.
