FTAC Emerald Acquisition Corp-A美股招股说明书(2025-01-24版)

PROXY STATEMENT FORSPECIAL MEETING IN LIEU OF ANNUAL MEETINGOF STOCKHOLDERS OFFTAC EMERALD ACQUISITION CORP. AND PROSPECTUS FORUP TO 39,155,784 SHARES OF COMMON STOCK,$20,000,000 AGGREGATE PRINCIPAL AMOUNT OF SENIOR SECURED CONVERTIBLE NOTESANDWARRANTS TO PURCHASE 1,369,565 SHARES OF COMMON STOCK Dear FTAC Emerald Acquisition Corp. Stockholders: You are cordially invited to attend the special meeting in lieu of the 2024 annual meeting of thestockholders (the “special meeting”) of FTAC Emerald Acquisition Corp., a Delaware corporation(“Emerald”), to be held at 11:00 a.m. Eastern Time, on February 12, 2025. The special meeting will beconducted exclusively over the Internet by means of a live video webcast, which can be accessed by visitinghttps://www.cstproxy.com/ftacemeraldacquisition/2025. Emerald is a Delaware blank check companyestablished for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,reorganization or similar business combination with one or more businesses. On July 24, 2024, Emerald,EMLD Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Emerald (“MergerSub”), and Fold, Inc., a Delaware corporation (“Fold”), entered into an Agreement and Plan of Merger (as maybe amended and/or amended and restated, the “Merger Agreement”), pursuant to which Merger Sub will merge(the “Merger”) with and into Fold, whereupon the separate corporate existence of Merger Sub will cease andFold will be the surviving company and continue in existence as a wholly owned subsidiary of Emerald, on theterms and subject to the conditions set forth therein (collectively with the other transactions described in theMerger Agreement, the “Business Combination”). In connection with the consummation of the BusinessCombination, Emerald will be renamed “Fold Holdings, Inc.” The combined company after the BusinessCombination is referred to in the proxy statement/prospectus as “New Fold.” Emerald’s Class A common stock (the “Emerald Class A Common Stock”), units (the “Emerald Units”)and public warrants (the “Public Warrants”) are currently traded on the OTCQB Venture Market under thesymbols “FLDD,” “FLDDU,” and “FLDDW,” respectively. At the effective time of the Business Combination(the “Effective Time”), (i) each share of Fold common stock, par value $0.0001 per share (the “Fold CommonStock”), issued and outstanding immediately prior to the Effective Time (but excluding any (x) shares of FoldCommon Stock subject to Fold RSUs and (y) shares of Fold Common Stock held by Fold as treasury stock)will be cancelled and converted into the right to receive a number of shares of Emerald Class A Common Stock(rounded down to the nearest whole share) equal to the quotient obtained by (a) the Aggregate MergerConsideration,dividedby (b) the number of shares of Fold Fully Diluted Capital Stock (the “Exchange Ratio”),and (ii) each outstanding award of Fold RSUs shall automatically be converted into an award of restricted stockunits covering a number of shares of New Fold Common Stock determined by multiplying (a) the number ofshares of Fold Common Stock subject to the corresponding Fold RSU Award immediately prior to theEffective Time by (b) the Exchange Ratio (rounded down to the nearest whole share). Emerald intends to apply to continue the listing of the shares of New Fold Common Stock and the PublicWarrants on the Nasdaq Global Market under the symbols “FLD,” and “FLDDW,” respectively, upon theclosing of the Business Combination. Emerald ESG Sponsor, LLC, a Delaware limited liability company, and Emerald ESG Advisors, LLC, aDelaware limited liability company (collectively, the “Sponsor”), and Emerald’s officers and directors, haveagreed to (a) vote all of the Founder Shares held by the Sponsor, and all of their shares of Emerald Class A Common Stock in favor of the Business Combination, and (b) certain restrictions on their shares of EmeraldClass A Common Stock and Founder Shares (collectively, the “Emerald Common Stock”). On June 2, 2021, the Sponsor purchased 7,992,750 Founder Shares for an aggregate purchase price of$25,000, on October 14, 2021, Emerald effected a 1.1014-for-1.0 stock split of its common stock, and onNovember 12, 2021, Emerald effected a 0.9955-for-1.0 stock split of its common stock. On January 14, 2022,in connection with the IPO Table of Contents underwriter’s partial exercise of its over-allotment option, the Sponsor forfeited 148,192 Founder Shares, sothat the Sponsor owns an aggregate of 8,615,141 Founder Shares. The number of Founder Shares issued wasdetermined based on the expectation that such Founder Shares would represent 25% of the outstanding sharesupon completion of the IPO. In addition to the Founder Shares, as of September 30, 2024, the Sponsor alsoowned 976,081 shares of non-redeemable Emerald Class A Common Stock and 488,041 Private PlacementWarrants. On June 3, 2021, the Sponsor issued an unsecured promissory note to Emerald (a