FTAC Emerald Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: Fold
ENTERPRISE VALUE: $356 million
ANTICIPATED SYMBOL: tbd
FTAC Emerald Acquisition Corp. proposes to combine with Fold.
Founded in 2019, Fold is a leading bitcoin financial services company dedicated to expanding access to bitcoin investment opportunities through premium financial products.
SUBSEQUENT EVENT – 12/30/24 – LINK
- On December 30,2024 Fold, Inc. announced up to $30 Million Convertible Note Financing backed by Bitcoin.
- Under this agreement, it has closed a $20 million convertible note financing from ATW Partners, with an additional $10 million that may be provided in the parties’ mutual discretion upon the closing with FTAC.
- The note will be convertible into common stock of the combined company at a fixed conversion price of $11.50 per share.
- ATW Partners received warrants exercisable for common stock of the combined company with an exercise price of $12.50 per share.
- In the event that the second tranche of convertible notes is completed, ATW Partners will receive additional warrants with an exercise price of $11.50 per share.
EXTENSION – 12/18/24 – LINK
- The SPAC approved the extension from December 20, 2024 to December 20, 2025.
- 112,068 shares were redeemed at the meeting.
- No contribution will be made into the trust account.
TRANSACTION
- The transaction, which has been unanimously approved by the boards of directors of both FTAC Emerald and Fold, was originally expected to close in the fourth quarter of 2024.
- Upon the closing of the transaction, legacy Fold stockholders are expected to own approximately 71% of the combined company’s outstanding shares.
- In the event the 60-volume weighted average price of Bitcoin as of the day immediately prior to the closing of the Merger (the “Closing”) is greater than $90,000, the aggregate consideration to be paid in the Transactions will be increased by 20% of the increase in value of the amount of Bitcoin in Fold’s treasury as of July 24, 2024, up to a maximum of $54.75 million.
Updated Transaction Overview

Original Transaction Overview
SPAC FUNDING
- The investor presentation mentions a PIPE agreement of $25 million that will be raised at $10.72/Share.
EARNOUT
- Sponsor
- If the Applicable Proceeds as of the date that is two years following the Closing Date are less than the Target Amount, the Sponsors will forfeit at most 500,000 Shares from each Tranche II and Tranche III.
- The number of shares forfeited will be equal to the Target Amount minus the actual Applicable Proceeds as of such date divided by 100.
- Applicable Proceeds are any capital raised before closing, the Trust Account remaining after the deal Closes and any capital raised two years after the Closing Date.
- The Target Amount is $50 million.”
- If the Applicable Proceeds as of the date that is two years following the Closing Date are less than the Target Amount, the Sponsors will forfeit at most 500,000 Shares from each Tranche II and Tranche III.
LOCK-UP
- Company
- Six months from the Closing or if the share price equals or exceeds $12.00 for 20/30 trading days at least 90 days after the Closing.
- Sponsor
- 5,317,641 Founder Shares will be subject to forfeiture based on the following thresholds:
- 1/3 will be released at the earlier of 6 months following the Closing or if the share price equals or exceeds $12.00 for 20/30 trading days at least 90 days after the Closing.
- 1/3 will be released at the earlier of
- (A) The Company and Fold raising $50 million or more following the Closing, one year from the Closing Date. If they raise less than $50 million, the shares will be released two years following the Closing
- (B) If the share price equals or exceeds $15.00 for 20/30 trading days at least 90 days after the Closing.
- 1/3 will be released at the earlier of 10 years following the Closing or if the share price equals or exceeds $17.00 for 20/30 trading days at least 90 days after the Closing.
- The remaining 3,297,500 Shares will be released based on the following:
- 25% once the business combination closes.
- 25% until the earlier of the second anniversary after the Closing or the share price exceeds $12.00 for any 20/30 trading days.
- 25% until the earlier of the second anniversary after the Closing or the share price exceeds $13.50 for any 20/30 trading days.
- 25% until the earlier of the second anniversary after the Closing or the share price exceeds $15.00 for any 20/30 trading days.
- In the event that the Company and Fold raise less than $50 million from the date of the Merger Agreement through the second anniversary of the Closing, the Sponsors shall automatically forfeit for no additional consideration up to 1,000,000 subject founder shares, as described in the Sponsor Share Restriction Agreement.
- 5,317,641 Founder Shares will be subject to forfeiture based on the following thresholds:
NOTABLE CONDITIONS TO CLOSING
- The Company having at least $5,000,001 of net tangible assets immediately following the Closing.
NOTABLE CONDITIONS TO TERMINATION
- By either the Company or Fold if the Transactions are not consummated by 5:00 p.m. (New York Time) on or prior to January 24, 2026.
- By written notice from the Company to Fold if Fold fails to deliver audited financials by November 15, 2024.
ADVISORS
- Company
- Cohen & Company Capital Markets is acting as exclusive financial advisor and lead capital markets advisor.
- Latham & Watkins LLP is acting as legal advisor.
- SPAC
- Stevens & Lee PC is acting as legal advisor.
EXTENSION – 1/22/24 – LINK
- The SPAC approved the extension from January 19, 2024 to December 20, 2024.
- 10,872,266 shares were redeemed at the meeting for $10.62 per share.
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 1/9/24 – LINK
- The SPAC entered into a non-binding letter of intent with respect to a business combination.
EXTENSION – 9/25/23 – LINK
- The SPAC approved the extension from September 20, 2023 to January 19, 2024.
- 9,239,192 shares were redeemed at the meeting for $10.48 per share.
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 9/7/23 – LINK
- The SPAC entered into a non-redemption agreement with unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 1,000,000 shares
- The Sponsor will transfer 62,500 Class A shares to the non-redeeming shareholders
SUBSEQUENT EVENT – 6/21/23 – LINK
- The SPAC entered into a non-binding letter of intent with respect to a business combination. The SPAC now has until September 20, 2023 to complete a business combination.
MANAGEMENT & BOARD
Executive Officers
Bracebridge H. Young, Jr., 65
Chief Executive Officer and President
Mr. Young is President and Chief Executive Officer of Emerald ESG Acquisition Corporation and also serves as Executive Chairman of Arabesque USA, a global asset management firm that specializes in integrating artificial intelligence and sustainability research into its investment approach. In addition, Mr. Young serves as a member of the board of advisors of Newmarket Investment Management. Prior to joining Arabesque USA in 2017, Mr. Young served as Chief Executive Officer at Eclat Impact in 2016. From 2000 through 2015, Mr. Young served as Chief Executive Officer and Partner at Mariner Investment Group. He joined Mariner directly from Goldman Sachs, where he began on the Commercial Paper trading desk in 1980 and subsequently served as Head Trader for institutional money market funds, Co-Head of the Money Market Sales and Trading Department in New York, Head of Fixed-Income activity in Tokyo, Head of Fixed-Income and foreign exchange sales in London, and, finally, Partner and Head of European Debt Capital Markets in New York. Mr. Young serves as Chairman of the board of directors of Social Finance, Inc., a Boston-based nonprofit organization dedicated to mobilizing investment capital to drive social change, serves on the boards of directors for Social Progress Imperative, a non-profit best known for measuring countries’ social and environmental performance, Cultivo, the developer of an investment platform focused on environmental ventures, and TerViva, an agricultural technology company. Additionally, he is an advisor to Upwell, technology-enabled water asset company. Mr. Young received a B.A from Bowdoin College in 1977 and an M.B.A. from New York University’s Stern School of Business in 1983.
Doug Listman, 51
Chief Financial Officer
A summary of Doug was not provided.
Board of Directors
Betsy Cohen, 61
Director Nominee
Since January 2021, she has served as Chairman of the board of directors of FTAC Hera, since November 2020, she has served as Chairman of the board of directors of FinTech VI, since November 2020, she has served as Chairman of the board of directors of FTAC Athena, and since June 2019, she has served as Chairman of the board of directors of FinTech V. She previously served as a director of Metromile, Inc. (NASDAQ: MILE), the successor to INSU II. Ms. Cohen served as Chairman of FTAC Olympus’s board of directors from November 2020 until June 2021, as Chairman of FinTech IV’s board of directors from May 2019 until June 2021, as Chairman of FinTech III’s board of directors from March 2017 until October 2020, and as Chairman of FinTech II’s board of directors from August 2016 until July 2018. She served as a director of FinTech I and its successor, Card Connect Corp., a provider of payment processing solutions to merchants, from November 2013 until May 2017, and previously served as Chairman of the board of directors of FinTech I from July 2014 through July 2016 and as FinTech I’s Chief Executive Officer from July 2014 through August 2014. She served as Chief Executive Officer of Bancorp and its wholly-owned subsidiary, Bancorp Bank, from September 2000 and Chairman of Bancorp Bank from November 2003, and resigned from these positions upon her retirement in December 2014. She served as the Chairman of the Board of Trustees and as a trustee of RAIT Financial Trust, a real estate investment trust, from its founding in August 1997, through her resignation as of December 31, 2010 and served as RAIT’s Chief Executive Officer from 1997 to 2006. Ms. Cohen served as a director of Hudson United Bancorp (a bank holding company), the successor to JeffBanks, Inc., from December 1999 until July 2000 and as the Chairman of the Jefferson Bank Division of Hudson United Bank (Hudson United Bancorp’s banking subsidiary) from December 1999 through March 2000. Before the merger of JeffBanks, Inc. with Hudson United Bancorp in December 1999, Ms. Cohen was Chairman and Chief Executive Officer of JeffBanks, Inc. from its inception in 1981 and also served as Chairman and Chief Executive Officer of each of its subsidiaries, Jefferson Bank, which she founded in 1974, and Jefferson Bank New Jersey, which she founded in 1987. From 1985 until 1993, Ms. Cohen was a director of First Union Corp. of Virginia (a bank holding company) and its predecessor, Dominion Bancshares, Inc. Ms. Cohen also served as a director of Aetna, Inc. (NYSE: AET), an insurance company, from 1994 until May 2018.
Tensie Whelan, 63
Director Nominee
Professor Tensie Whelan is Clinical Professor of Business and Society and Director of NYU Stern School of Business’s Center for Sustainable Business, where she brings 25 years of experience working to engage businesses in proactive and innovative mainstreaming of sustainability. As President of the Rainforest Alliance from June 2000 until September 2015, she led the organization’s substantial growth and established the Rainforest Alliance as an internationally recognized brand. Her previous work includes serving as executive director of the New York League of Conservation Voters, Vice President of the National Audubon Society, Managing Editor of Ambio, a journal of the Swedish Academy of Sciences, and as a journalist in Latin America. In 2008 and 2011, Ms. Whelan was recognized by Ethisphere as one of the 100 Most Influential People in Business Ethics and has served on non-profit boards and corporate advisory boards such as the Unilever Sustainable Sourcing Advisory Board and currently sits on the InvestIndustrial Acquisition Corp. board and the advisory boards of Inherent Group, Giant Ventures, and Alo Advisors. She served as Board Member of Aston Martin from October 2018 until May 2020. Ms. Whelan holds a B.A. from New York University, an M.A from American University, and is a graduate of the Harvard Business School Owner President Management Program.
Therese Rein, 63
Director Nominee
Therese Rein founded vocational rehabilitation and human services company Ingeus Limited in an attic office in Brisbane, Australia with AUD 13,000 in 1989. She grew Ingeus to AUD 450 million a year in revenue, with 6,000 colleagues serving 500,000 people at any one time in 10 countries on four continents (Australia, Europe, Middle East and Asia). She divested Ingeus in 2014 to the Providence Service Corporation and continues on the advisory board of APM (the current owner of Ingeus). In 2012, she was named the Ernst and Young Champion Entrepreneur of the Year. Additionally, She was awarded the Australian Human Rights Medal. Ms. Rein has had the honor of serving Australia as First Lady. Ms. Rein has lived in China, the United States, the United Kingdom, Sweden, Hong Kong and Australia. She has also served on the Paralympics Advisory Board, the National Apology Foundation, along with numerous patronages of organizations in disability, street to home housing, food security, indigenous literacy, and the National Portrait Gallery. Since 2014 Ms. Rein has been on private investment boards, mentoring start up CEO’s and not-for-profit CEO’s. Ms. Rein holds a degree with Honors in Psychology from Australian National University and has been awarded three honorary doctorates from Griffith University, University of Western Sydney and Australian National University.
Andrew Hohns, 43
Director Nominee
Since April 2020, Dr. Hohns has served as founding member and Chief Executive Officer of Newmarket Investment Management, a registered investment advisor managing capital on behalf of institutional investors worldwide, targeting investments in structured opportunities sourced from a global network of banks and financial institutions. Newmarket was established in 2020 to acquire and assume management of Mariner Investment Group’s International Infrastructure Finance Company (IIFC) strategy, a platform co-founded by Dr. Hohns in 2013. He is a regular speaker at various industry conferences, with special expertise in topics related to infrastructure, securitization, socially responsible investment, impact investment, and development finance. Prior to joining Mariner, Dr. Hohns was a Managing Director at Cohen & Company. Dr. Hohns serves as Commissioner on the U.S. Semiquincentennial Commission and as a member of the board of directors of UNICEF USA. He also previously served as a director of INSU Acquisition Corp. II from September 2020 to February 2021. Dr. Hohns holds a B.S. in Economics from the Wharton School at the University of Pennsylvania, a Masters in Liberal Arts from the School of Arts and Sciences at the University of Pennsylvania, and a PhD in Applied Economics and Managerial Sciences from the Wharton School at the University of Pennsylvania.
Lisa Shalett, 55
Director Nominee
Ms. Shalett is a former Goldman Sachs Partner who now serves on public and private boards, and is the Founder of Extraordinary Women on Boards, a community of women corporate directors focused on improving board excellence, modernizing governance, and increasing diversity on boards. Over her 20-year career at Goldman Sachs, from 1995-2015, including 13 years as a Partner, Ms. Shalett led the Global Japanese Shares business, International Equities Sales & Trading in North America, was Chief Operating Officer of Global Compliance, Legal and Internal Audit, and from 2010 was Head of Brand Marketing & Digital Strategy, leading Goldman’s brand during the financial crisis. She became Chief Marketing Officer at millennials-focused media startup Odyssey (2015-2016), and then joined Brookfield Asset Management as Managing Partner, Head of Strategic Innovation (2018-2019). Ms. Shalett served as a member of the board of directors of Brookfield Property Partners (Nasdaq: BPY) and its Audit Committee, from 2015-2018 and PerformLine, a private venture capital-backed company from 2015-2019. Currently, she serves on the boards of directors of PennyMac (NYSE: PFSI, 2020 to present), and on the Audit Committee and Nominating & Governance Committee, AccuWeather (a private company, 2018 to present) and Chair of the Marketing Committee, and Bully Pulpit Interactive (a private, private equity-backed company, 2017 to present). Ms. Shalett received a B.A., summa cum laude, in East Asian Studies from Harvard University and an M.B.A. from Harvard Business School.
Mark Tercek, 64
Director Nominee (Vice-Chairman)
He is a global conservation leader and financial professional with expertise in conservation finance, corporate sustainability, and cross-sector collaboration. From 2008 to 2019, Mark served as CEO of The Nature Conservancy, the largest private conservation organization in the United States. Under Mr. Tercek’s leadership, The Nature Conservancy launched NatureVest, the impact capital initiative, ran a $7 billion capital fundraising campaign, and established a permanent department focused on gender, diversity, equity and inclusion (GDEI). Prior to serving as CEO of The Nature Conservancy, Mr. Tercek served as Managing Director and Partner at Goldman Sachs, where over time he had responsibility for managing several of the firm’s key units, including Corporate Finance, Real Estate Investment Banking, Equity Capital Markets, and Pine Street, the firm’s leadership development program. In 2005, he was tapped to develop Goldman Sachs’s environmental strategy and to lead its Environmental Markets Group. In addition, Mr. Tercek has advised on boards and councils for a number of global organizations, including the Nicholas Institute for Environmental Policy Solutions at Duke University, the Social Enterprise Initiative at Harvard Business School, the China Council for International Cooperation on Environment and Development, the Rockefeller Foundation Economic Council on Planetary Health, Acumen, the AXA Stakeholders Advisory Panel, and Resources for the Future. From 2003 until 2008, Mr. Tercek was on the finance faculty of New York University’s Stern School of Business. Since 2016, he has served on the Board of Trustees of Williams College. He is the co-author of the Washington Post and Publisher’s Weekly bestselling book Nature’s Fortune: How Business and Society Thrive by Investing in Nature. Mr. Tercek earned an M.B.A. from Harvard in 1984 and a B.A. from Williams College in 1979.

