FLD / Fold Holdings, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2025 Fold Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission F

Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-286294 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated Ap

Fold Holdings, Inc. Up to 9,282,287 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-288623 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated August 11, 2025) Fold Holdings, Inc. Up to 9,282,287 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated August 11, 2025 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our registration statement on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2025 Fold Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission File

THE FOLD HOLDINGS, INC. ANNUAL BONUS PLAN

THE FOLD HOLDINGS, INC. ANNUAL BONUS PLAN 1. Background and Purpose. The purpose of the Fold Holdings, Inc. Annual Bonus Plan (as may be amended from time to time, the “Plan”) is to incentivize eligible full-time employees of the Company and reward them for achieving Company performance objectives and for personal performance, align employee interests with those of the Company and its stockholders

Fold Holdings, Inc. Up to 9,282,287 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-288623 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated August 11, 2025) Fold Holdings, Inc. Up to 9,282,287 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated August 11, 2025 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our registration statement on

Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-286294 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated Ap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2025 Fold Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission Fil

Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-286294 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated Apr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41168 Fold Holdings, Inc.

Fold Holdings, Inc. (NASDAQ: FLD) Announces Second Quarter 2025 Results Revenue: $8.2 million, 59% YoY increase Net Income: $13.4 million New accounts up over 233% YoY and transaction volumes up 124% YoY Successfully secured $250 million equity purch

Exhibit 99.1 Fold Holdings, Inc. (NASDAQ: FLD) Announces Second Quarter 2025 Results Revenue: $8.2 million, 59% YoY increase Net Income: $13.4 million New accounts up over 233% YoY and transaction volumes up 124% YoY Successfully secured $250 million equity purchase facility 1 Bitcoin Investment Treasury Holdings: 1,492 BTC PHOENIX – August 12, 2025 Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”), the

Fold Holdings, Inc. Up to 9,282,287 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-288623 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated August 11, 2025) Fold Holdings, Inc. Up to 9,282,287 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated August 11, 2025 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our registration statement on

FOLD HOLDINGS, INC. Up to 9,282,287 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-288623 FOLD HOLDINGS, INC. Up to 9,282,287 Shares of Common Stock This prospectus relates to the resale or other disposition from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 9,282,287 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Fold Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2025 Fold Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission File

As filed with the U.S. Securities and Exchange Commission on July 28, 2025.

As filed with the U.S. Securities and Exchange Commission on July 28, 2025. Registration No. 333-288623 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fold Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 6199 86-2170416 (State or Other Jurisdiction of Incorpor

Severance Agreement, dated July 22, 2025, by and between Fold Inc. and Nicolleta Goncalves (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2025).

SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release (“Agreement”) is hereby entered into by and between Nicolleta Goncalves (“Employee”) and Fold, Inc.

424B3

Filed pursuant to Rule 424(b)(3) Registration No. 333-286294 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated Apr

Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-286294 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated Apr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2025 Fold Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission File

Offer Letter, dated as of March 22, 2025, by and between Fold, Inc. and Matthew McManus.

Exhibit 10.16 March 22, 2025 Matt McManus [email protected] Re: Offer of Employment Dear Matt: I am pleased to offer you the position of Chief Operating Officer at Fold Holdings, Inc. (the “Company”). This letter sets forth the terms and conditions of your employment with the Company and includes a provision that any dispute between you and the Company and its affiliates be subject to arbitration. I

List of Subsidiaries of Fold Holdings, Inc.

Exhibit 21.1 Subsidiaries of Fold Holdings, Inc. Subsidiary Jurisdiction of Incorporation Fold, Inc. Delaware

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Fold Holdings, Inc.

Registration Rights Agreement, dated as of June 16, 2025, by and among Fold Holdings, Inc., a Delaware corporation, and the SZOP Opportunities I LLC (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No. 333-288623) filed with the SEC on July 11, 2025).

Exhibit 10.27 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 16, 2025, is made by and between SZOP OPPORTUNITIES I LLC, a Delaware limited liability company (the “Investor”), and Fold Holdings, Inc., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individual

As filed with the U.S. Securities and Exchange Commission on July 10, 2025.

As filed with the U.S. Securities and Exchange Commission on July 10, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fold Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 6199 86-2170416 (State or Other Jurisdiction of Incorporation or Organization) (P

Equity Purchase Facility Agreement, dated as of June 16, 2025, by and among Fold Holdings, Inc., a Delaware corporation, and SZOP Opportunities I LLC (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-288623) filed with the SEC on July 11, 2025).

Exhibit 10.26 EQUITY PURCHASE FACILITY AGREEMENT THIS EQUITY PURCHASE FACILITY AGREEMENT (this “Agreement”), dated as of June 16, 2025, is made by and between SZOP OPPORTUNITIES I LLC, a Delaware limited liability company, or its registered assigns (the “Investor”) and FOLD HOLDINGS, INC., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually a

Offer Letter, dated as of January 20, 2025, by and between Fold, Inc. and Hailey Lennon.

Exhibit 10.17 January 20, 2025 Hailey Lennon [email protected] Re: Offer of Employment Dear Hailey: I am pleased to offer you the position of General Counsel / VP of Legal at Fold, Inc. (the “Company”). This letter sets forth the terms and conditions of your employment with the Company and includes a provision that any dispute between you and the Company and its affiliates be subject to ar

Fold Secures $250 Million Equity Purchase Facility Intended to Expand Bitcoin Treasury Holdings

Fold Secures $250 Million Equity Purchase Facility Intended to Expand Bitcoin Treasury Holdings PHOENIX, June 17, 2025 — Fold Holdings, Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission File

Equity Purchase Facility Agreement, dated as of June 16, 2025, by and among Fold Holdings, Inc., a Delaware corporation, and the investor a party thereto.

CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

Form of Warrant (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2025).

FINAL FORM [FORM OF SERIES [A][B][C]1 WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT.

Amendment to Pledge and Security Agreement, dated as June 16, 2025, by and among the Holder, as collateral agent, the Company and other signatories thereto, as debtors (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2025).

FINAL FORM CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

Registration Rights Agreement, dated as of June 16, 2025, by and among Fold Holdings, Inc., a Delaware corporation, and the investor a party thereto.

CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

Waiver, Amendment and Joinder Agreement, dated as of June 16, 2025, by and among Fold Holdings, Inc., a Delaware corporation, and certain holders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2025).

FINAL FORM CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

Form of Guaranty, dated June 16, 2025 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2025).

Execution Version CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

Fold Secures $250 Million Equity Purchase Facility Intended to Expand Bitcoin Treasury Holdings

Filed pursuant to Rule 424(b)(3) Registration No. 333-286294 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated Apr

Form of Note, dated June 16, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2025).

FINAL FORM CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporati

Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-286294 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated Apr

Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-286294 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated Apr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporati

Fold Holdings, Inc. (NASDAQ: FLD) Announces First Quarter 2025 Results Revenue: $7.1 million, 44% YoY increase Bitcoin Treasury Holdings: 1,490 BTC, ~50% increase from Q4 2024 Launched Bitcoin Gift Card with access to network of thousands of retailer

Exhibit 99.1 Fold Holdings, Inc. (NASDAQ: FLD) Announces First Quarter 2025 Results Revenue: $7.1 million, 44% YoY increase Bitcoin Treasury Holdings: 1,490 BTC, ~50% increase from Q4 2024 Launched Bitcoin Gift Card with access to network of thousands of retailers New accounts up over 300% YoY and platform volumes up 67% YoY PHOENIX – May 15, 2025 Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”), the fi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission File N

Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-286294 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated April 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41168 Fold Holdings, Inc.

Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-286294 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated April 1

Fold Holdings Appoints Matthew McManus as Chief Operating Officer

Exhibit 99.1 Fold Holdings Appoints Matthew McManus as Chief Operating Officer PHOENIX, May, 5 2025 - Fold Holdings, Inc. (NASDAQ: FLD) (“Fold” or the “Company”), the first publicly traded bitcoin financial services company, announces the appointment of Matthew McManus as Chief Operating Officer, effective April 21, 2025. In his new role, Mr. McManus will spearhead Fold’s operational strategy, par

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 21, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission File

Form of Stock Option Grant Notice and Stock Option Agreement under the Fold Holdings, Inc. 2025 Incentive Award Plan.

Exhibit 99.3 FOLD HOLDINGS, INC. 2025 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Fold Holdings, Inc., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Fold Holdings, Inc. 2025 Incentive Award Plan (as ame

Fold Holdings, Inc. 2025 Incentive Award Plan (incorporated by reference to Exhibit 99.1 of the Form S-8 filed by the Company on April 23, 2025).

Exhibit 99.1 FOLD HOLDINGS, INC. 2025 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan ar

Fold Holdings, Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 of the Form S-8 filed by the Company on April 23, 2025).

Exhibit 99.2 FOLD HOLDINGS, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN Article I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualif

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Fold Holdings, Inc.

As filed with the Securities and Exchange Commission on April 23, 2025

As filed with the Securities and Exchange Commission on April 23, 2025 Registration No.

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Fold Holdings, Inc. 2025 Incentive Award Plan.

Exhibit 99.4 FOLD HOLDINGS, INC. 2025 INCENTIVE AWARD PLAN RESTRICTED STOCK Unit Grant Notice Fold Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Fold Holdings, Inc. 2025 I

Letter from Marcum, dated April 15, 2025

Exhibit 16.1 April 15, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Fold Holdings, Inc. under Item 4.01 of its Form 8-K dated April 12, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Fold Holdings, Inc. contained ther

Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-286294 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated April 11, 2025) Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus supplement updates, amends and supplements the prospectus dated April 1

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission File

Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286294 PROSPECTUS Fold Holdings, Inc. 49,161,055 Shares of Common Stock 925,590 SATS Warrants to Purchase Shares of Common Stock 12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants This prospectus relates to (i) the resale of 34,706,021 shares of our common stock, $0.0001 par value per share (“Common Stock”), issued

Fold Holdings, Inc. 11201 North Tatum Blvd., Suite 300, Unit 42035 Phoenix, AZ 85028 April 8, 2025

Fold Holdings, Inc. 11201 North Tatum Blvd., Suite 300, Unit 42035 Phoenix, AZ 85028 April 8, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Fold Holdings, Inc. Registration Statement on Form S-1 File No. 333-286294 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of the General Rules an

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Fold Holdings, Inc.

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

FOLD MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 FOLD MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis presents management’s perspective on our financial condition and results of operations, including performance metrics that management uses to assess company performance and should be read together with our financial statements and the related notes and other

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 14, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpora

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Fold, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Fold, Inc. (the “Company”) as of December 31, 2024 and 2023 the related statements of operations, stockholders’ deficit and cash flows for each of the two years in the period ended Decemb

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Fold, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Fold, Inc. (the “Company”) as of December 31, 2024 and 2023 the related statements of operations, stockholders’ deficit and cash flows for each of the two years in the period ended Decemb

FOLD MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 FOLD MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis presents management’s perspective on our financial condition and results of operations, including performance metrics that management uses to assess company performance and should be read together with our financial statements and the related notes and other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41168 FOLD HOLDINGS, INC

Executive Incentive Clawback Policy

Exhibit 97.1 FOLD HOLDINGS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION (Effective as of February 14, 2025) Fold Holdings, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of February 14, 2025 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined in the text of this policy a

Insider Trading Policy

Exhibit 19 FOLD HOLDINGS, INC. INSIDER TRADING COMPLIANCE POLICY (Effective as of February 14, 2025) Fold Holdings, Inc. (together with its affiliates, the “Company”) seeks to promote a culture that encourages ethical conduct and a commitment to compliance with the law. We require our personnel to comply at all times with federal laws and regulations governing insider trading. This insider trading

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 14, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpora

Registration Rights Agreement, by and between the Company and SATS Credit Fund LP, dated March 12, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2025).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 12, 2025, is by and among Fold Holdings, Inc., a Delaware corporation (the “Company”), and SATS Credit Fund LP (the “Holder”). RECITALS A. In connection with the Securities Purchase Agreement by and between the parties hereto, dated as of March 6, 2025 (the “Securities Purchase Agree

Convertible Note, dated March 6, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2025).

Exhibit 4.1 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI

Warrant, dated March 12, 2025

Exhibit 10.2 Fold Holdings, Inc. Warrant To Purchase Common Stock Date of Issuance: March 12, 2025 (“Issuance Date”) Fold Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SATS Credit Fund LP, the registered holder hereof or its permitted assigns (the “Holder”), is entitl

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 6, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission File N

Securities Purchase Agreement, by and between the Company and SATS Credit Fund LP, dated March 6, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2025).

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 6, 2025, is by and between Fold Holdings, Inc., a Delaware corporation (the “Company”), and SATS Credit Fund LP (the “Buyer” and together with the Company, the “Parties” and each a “Party”). RECITALS A. Each of the Company and the Buyer is executing and delivering th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 7, 2025 Fold Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 7, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission File N

Fold Adds 475 Bitcoin to Treasury, Securing Top 10 Position Among U.S. Public Bitcoin Treasuries Fold now holds over 1,485 bitcoin in its corporate treasury as it builds the future of bitcoin-powered financial services

Exhibit 99.1 Fold Adds 475 Bitcoin to Treasury, Securing Top 10 Position Among U.S. Public Bitcoin Treasuries Fold now holds over 1,485 bitcoin in its corporate treasury as it builds the future of bitcoin-powered financial services PHOENIX, March 7, 2025 – Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”), the first publicly traded bitcoin financial services company, today announced the addition of 475 b

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of Fold Holdings, Inc.

Offer Letter Amendment, dated as of March 23, 2021, by and between Fold, Inc. and Will Reeves.

Exhibit 10.12 FOLD, INC. 655 Montgomery St San Francisco, CA 94111 March 23, 2021 William Reeves 15421 Woodside Court, Glen Ellen, CA 95442 Re: Offer Letter Amendment Dear William: This letter (the “Offer Letter Amendment”) amends your offer letter with the Fold, Inc. (the “Company”) dated August 29, 2019 (the “Offer Letter”), which is incorporated herein by reference. Except as set forth below, t

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of Fold Holdings, Inc. Subsidiary Jurisdiction of Incorporation Fold, Inc. Delaware

Form Lock-Up Agreement.(1)

Exhibit 10.10 [BC ENTITY] , 20 [Transfer Agent] [Address] Attention: Re: [BC Entity] - Lock-Up Agreement Dear Sirs: This Lock-Up Agreement is being delivered to you in connection with (a) that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of December [], 2024 by and among Fold, Inc., a Delaware corporation with offices located at 55 East Third Avenue, San Mateo, CA 944

Form of Perfection Certificate.(1)

Exhibit 10.9 EXECUTION VERSION PERFECTION CERTIFICATE December 24, 2024 Reference is made to the Pledge and Security Agreement, dated as of the date hereof (the “Pledge and Security Agreement”), among Fold, Inc., a Delaware corporation (the “Company”) and ATW GROWTH OPPORTUNITIES SPV, LLC, as collateral agent for the Buyers (as defined below) (the “Agent”). Capitalized terms used herein and not ot

Offer Letter, dated as of August, 20, 2019, by and between Fold, Inc. and Will Reeves.

Exhibit 10.11 FOLD, INC. 655 Montgomery St San Francisco, CA 94111 August 20, 2019 William Reeves 15421 Woodside Court, Glen Ellen, CA 95442 Re: Offer of Employment Dear William: I am happy to offer you the position of Chief Executive Officer for Fold, Inc. (the “Company”). This letter sets forth the terms and conditions of your employment with the Company and includes a provision that any dispute

Promotion Letter, dated as of May 19, 2022, by and between Fold, Inc. and Wolfe Repass.

Exhibit 10.14 Fold Inc. 11201 N Tatum Blvd Ste 300, #42035, Phoenix, AZ 85028-6039 May 19, 2022 Dear Wolfe, We are pleased to inform you that you are being promoted to the role of Director of Finance and Business Operations, reporting to the CEO. 1. Compensation. Your new salary will be the annual salary you select on the signature page. 2. Stock Compensation. You will also be granted a restricted

Offer Letter, dated as of March 26, 2021, by and between Fold, Inc. and Wolfe Repass.

Exhibit 10.13 March 26, 2021 Wolfe Repass [email protected] Re: Offer of Employment Dear Wolfe: I am happy to offer you the position of Finance and Operations Manager for Fold, Inc. (the “Company”). This letter sets forth the terms and conditions of your employment with the Company and includes a provision that any dispute between you and the Company and its affiliates be subject to arbitrati

Amended and Restated Registration Rights Agreement, dated as of February 14, 2025, by and among the Company, certain stockholders of Emerald named therein and certain stockholders of Legacy Fold named therein.

Exhibit 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2025, is made and entered into by and among each of Fold Holdings, Inc., a Delaware corporation (f/k/a FTAC Emerald Acquisition Corp.) (the “Company”), Emerald ESG Sponsor, LLC, a Delaware limited liability company (“Emerald Sponsor”),

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 14, 2025 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation) (Commission Fi

Fold Holdings, Inc. Non-Employee Director Compensation Program.

Exhibit 10.16 FOLD HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the “Board”) of Fold Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall b

Amendment to the Sponsor Share Restriction Agreement, dated as of February 14, 2025, by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors LLC.

Exhibit 10.18 AMENDMENT TO SPONSOR SHARE RESTRICTION AGREEMENT THIS AMENDMENT TO THE SPONSOR SHARE RESTRICTION AGREEMENT (this “Amendment”) is made as of February 14, 2025, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (“Parent”), Emerald ESG Sponsor, LLC, a Delaware limited liability company (“EMLD Sponsor”), and Emerald ESG Advisors, LLC, a Delaware limited liability compan

Fold Holdings, Inc. 2025 Incentive Award Plan.

Exhibit 10.4 FOLD HOLDINGS, INC. 2025 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan ar

Letter from Withum to the Securities and Exchange Commission.

Exhibit 16.1 February 14, 2025 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Fold Holdings, Inc.'s (legal successor of FTAC Emerald Acquisition Corp.) statements included under Item 4.01 of its Form 8-K dated February 14, 2025. We agree with the statements concerning our Firm under Item 4.01, in which we

Amended and Restated Bylaws of Fold Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2025).

Exhibit 3.2 Final Form Second Amended and Restated Bylaws of Fold Holdings, Inc. (a Delaware corporation) Article I - Corporate Offices 1.1 Registered Office. The address of the registered office of Fold Holdings, Inc. (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the s

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this filing. Unless the context requires otherwise, references to “Fold,” “we,” “us,” “our” and “the Company” in this section are to the business and operations of Fold prior to the Business Combination and to New Fold following the

Form of Notice of Restricted Stock Unit Grant under the Fold, Inc. 2019 Equity Incentive Plan.(1)

Exhibit 10.6 Fold, Inc. Notice of Restricted Stock Unit Grant (2019 Equity Incentive Plan) Fold, Inc. (the “Company”), pursuant to its 2019 Equity Incentive Plan, as amended and restated from time to time (the “Plan”), hereby awards to Participant (as of the date indicated below) a Restricted Stock Unit Award for the number of shares of Common Stock (the “Shares”) set forth below (the “Award”). Th

Fold Holdings, Inc. 2025 Employee Stock Purchase Plan.

Exhibit 10.5 FOLD HOLDINGS, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN Article I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualif

Fold Holdings, Inc. Executive Severance Plan

Exhibit 10.17 FOLD HOLDINGS, INC. EXECUTIVE SEVERANCE PLAN Fold Holdings, Inc., a Delaware corporation (the “Company”), has adopted this Fold Holdings, Inc. Executive Severance Plan, including the attached Exhibits (the “Plan”), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance protecti

Third Amended and Restated Certificate of Incorporation of Fold Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2025).

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOLD HOLDINGS, INC. FTAC Emerald Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “FTAC Emerald Acquisition Corp.” 2. The original Certificate of Incorporation of the Corporation (f/k/a Emerald E

Form of Registration Rights Agreement.(1)

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December [ ], 2024, is by and among Fold, Inc., a Delaware corporation with offices located at 11201 North Tatum Boulevard, Suite 300, Unit 42035, Phoenix, AZ 85028 (except, that after the Public Company Date (as defined below), all references to “Company” herein shall also be deemed to in

Offer Letter, dated as of December 15, 2021, by and between Fold, Inc. and Nicolleta Goncalves.

Exhibit 10.15 December 15, 2021 Nicolleta Gonçalves [email protected] Re: Offer of Employment Dear Nikki: I am happy to offer you the position of Director of Compliance for Fold, Inc. (the “Company”). This letter sets forth the terms and conditions of your employment with the Company and includes a provision that any dispute between you and the Company are subject to arbitration. It is im

Code of Business Conduct of Fold Holdings, Inc. (1)

Exhibit 14.1 FOLD HOLDINGS, INC. CODE OF CONDUCT (Effective as of February 14, 2025) In accordance with the requirements of the Securities and Exchange Commission (the “SEC”) and of the National Association of Securities Dealers Automated Quotations Stock Market (“NASDAQ”) Listing Standards, the Board of Directors (the “Board”) of Fold Holdings, Inc. (together with its affiliates, the “Company”) h

Fold Announces Closing of Business Combination Fold Expects to Begin Trading on Nasdaq on or about February 19 Under the Symbol “FLD” With over 1,000 bitcoin in its corporate treasury, Fold is building the financial products of tomorrow amid a wave o

Exhibit 99.3 Fold Announces Closing of Business Combination Fold Expects to Begin Trading on Nasdaq on or about February 19 Under the Symbol “FLD” With over 1,000 bitcoin in its corporate treasury, Fold is building the financial products of tomorrow amid a wave of global bitcoin adoption February 14, 2025 – [PHOENIX] – Fold Holdings, Inc. (“Fold”), a pioneering bitcoin financial services company,

Fold, Inc. Condensed Balance Sheets (Unaudited)

Exhibit 99.1 Fold, Inc. Condensed Balance Sheets (Unaudited) September 30, 2024 December 31, 2023 Assets Current assets Cash and cash equivalents $ 4,387,072 $ 1,491,544 Accounts receivable, net 616,193 624,903 Inventories 178,983 129,194 Digital assets 6,371,951 5,333,384 Safeguarding customer digital assets 6,801,838 1,229,467 Prepaid expenses and other current assets 513,464 510,151 Total curre

Securities Purchase Agreement, dated as of December 24, 2024, by and between Fold, Inc. and ATW Growth Opportunities SPV, LLC.(1)

Exhibit 10.7 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 24, 2024, is by and among Fold, Inc., a Delaware corporation with offices located at 55 East Third Avenue, San Mateo, CA 94401 (except, that after the Public Company Date (as defined below), all references to “Company” herein shall also be deemed to include any Su

Form of Indemnification Agreement.(1)

Exhibit 10.2 FORM OF INDEMNIFICATION And Advancement AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of [], 2025 by and between Fold Holdings, Inc., a Delaware corporation (the “Company”), and [], [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company

Fold, Inc. 2019 Equity Incentive Plan.(1)

Exhibit 10.3 Execution Version FOLD, INC. 2019 EQUITY INCENTIVE PLAN Adopted by the Board on August 20, 2019 Approved by the Stockholders on August 20, 2019 TABLE OF CONTENTS Page Section 1. PURPOSE 1 Section 2. DEFINITIONS 1 2.1 “Affiliate” 1 2.2 “Award” 1 2.3 “Award Agreement” 1 2.4 “Board” 1 2.5 “Cause” 1 2.6 “Change in Control” 2 2.7 “Code” 3 2.8 “Committee” 3 2.9 “Company” 3 2.10 “Consultant”

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpora

FTAC Emerald Acquisition Corp. Shareholders Approve Proposed Business Combination with Fold, Inc.

Exhibit 99.1 FTAC Emerald Acquisition Corp. Shareholders Approve Proposed Business Combination with Fold, Inc. February 13, 2025 - NEW YORK - FTAC Emerald Acquisition Corp. (OTC: FLDD) (“FTAC”), a publicly traded special purpose acquisition company, today announced that its shareholders voted to approve all of the proposals submitted to FTAC’s shareholders in connection with the proposed business

* * * * *

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. Fold Launches Revolutionary Bitcoin Rewards Visa Credit Card PHOENIX, Ariz. – February 11, 2025 - Fold, the leading bitcoin rewards and financial services platform, in pa

Fold, Inc. and FTAC Emerald Acquisition Corp. Announce New Date for Special Meeting to Approve Business Combination

Exhibit 99.1 Fold, Inc. and FTAC Emerald Acquisition Corp. Announce New Date for Special Meeting to Approve Business Combination February 11 - NEW YORK - Fold, Inc. (“Fold”), a pioneering bitcoin financial services company, and FTAC Emerald Acquisition Corp (OTC: FLDD) (“FTAC”), today announced they have rescheduled the special meeting of FTAC’s stockholders (the “Special Meeting”) to February 13,

Fold, Inc. and FTAC Emerald Acquisition Corp. Announce New Date for Special Meeting to Approve Business Combination

Exhibit 99.1 Fold, Inc. and FTAC Emerald Acquisition Corp. Announce New Date for Special Meeting to Approve Business Combination February 11 - NEW YORK - Fold, Inc. (“Fold”), a pioneering bitcoin financial services company, and FTAC Emerald Acquisition Corp (OTC: FLDD) (“FTAC”), today announced they have rescheduled the special meeting of FTAC’s stockholders (the “Special Meeting”) to February 13,

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2025 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2025 FTAC EM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2025 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpora

JOINT FILING AGREEMENT

EX-99.A 2 ck0001910592-ex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of FTAC Emerald Acquisition Corp. is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2025 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporat

The Gateway to Bitcoin Financial Services January 2025 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes on

Exhibit 99.1 The Gateway to Bitcoin Financial Services January 2025 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential private placement of sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2025 FTAC EME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2025 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporat

The Gateway to Bitcoin Financial Services January 2025 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes on

Exhibit 99.1 The Gateway to Bitcoin Financial Services January 2025 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential private placement of sec

Fold, Inc. and FTAC Emerald Acquisition Corp. Announce Effectiveness of Registration Statement and Special Meeting to Approve Business Combination

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. Fold, Inc. and FTAC Emerald Acquisition Corp. Announce Effectiveness of Registration Statement and Special Meeting to Approve Business Combination January 23 - NEW YORK -

PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS OF FTAC EMERALD ACQUISITION CORP. PROSPECTUS FOR UP TO 39,155,784 SHARES OF COMMON STOCK, $20,000,000 AGGREGATE PRINCIPAL AMOUNT OF SENIOR SECURED CONVERTIBLE NOTES AND WAR

Filed Pursuant to Rule 424(B)(3) Registration No. 333-282520 and 333-282520-01 PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS OF FTAC EMERALD ACQUISITION CORP. AND PROSPECTUS FOR UP TO 39,155,784 SHARES OF COMMON STOCK, $20,000,000 AGGREGATE PRINCIPAL AMOUNT OF SENIOR SECURED CONVERTIBLE NOTES AND WARRANTS TO PURCHASE 1,369,565 SHARES OF COMMON STOCK Dear FTAC Emeral

As filed with the Securities and Exchange Commission on January 22, 2025.

As filed with the Securities and Exchange Commission on January 22, 2025. Registration Statement No. 333-282520 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FTAC EMERALD ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) For Co-Registrants, see “Table of Co-Registran

Consent of Bracebridge H. Young, Jr. to be named as a director nominee.

Exhibit 23.10 Consent to be Named as a Director In connection with the filing by FTAC Emerald Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments

Form of Proxy Card.

Exhibit 99.1

January 22, 2025

FTAC Emerald Acquisition Corp. Fold, Inc. 2929 Arch Street, Suite 1703 11201 North Tatum Blvd., Suite 300, Unit 42035 Philadelphia, PA 19104 Phoenix, Arizona 85028 January 22, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N. E. Washington, D.C. 20549 Re: FTAC Emerald Acquisition Corp. and Fold, Inc. Registration Stateme

Consent of Jonathan Kirkwood to be named as a director nominee.

Exhibit 23.11 Consent to be Named as a Director In connection with the filing by FTAC Emerald Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments

Specimen Warrant Certificate of New Fold.

Exhibit 4.7 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW FOLD HOLDINGS, INC. Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that [●], or registered assigns, is the registered hold

As filed with the Securities and Exchange Commission on January 14, 2025.

As filed with the Securities and Exchange Commission on January 14, 2025. Registration Statement No. 333-282520 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FTAC EMERALD ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) For Co-Registrants, see “Table of Co-Registran

Consent of Kirstin Hill to be named as a director nominee.

Exhibit 23.8 Consent to be Named as a Director In connection with the filing by FTAC Emerald Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments

Specimen Common Stock Certificate of New Fold.

Exhibit 4.6 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] FOLD HOLDINGS, INC. A DELAWARE CORPORATION COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE EACH, OF FOLD HOLDINGS, INC. (THE “CORPORATION”) transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of th

Consent of Lesley Goldwasser to be named as a director nominee.

Exhibit 23.7 Consent to be Named as a Director In connection with the filing by FTAC Emerald Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments

Consent of Erez Simha to be named as a director nominee.

Exhibit 23.9 Consent to be Named as a Director In connection with the filing by FTAC Emerald Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments

Form of Preliminary Proxy Card.

Exhibit 99.1

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) FTAC EMERALD ACQUISITION CORP.

List of Subsidiaries of FTAC Emerald Acquisition Corp.

Exhibit 21.1 Subsidiaries of FTAC Emerald Acquisition Corp. EMLD Merger Sub Inc.

January 14, 2025

January 14, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Fold, Inc. Announces Up To $30 Million Convertible Note Financing Backed by Bitcoin Innovative financing structure supports proposed business combination with FTAC Emerald Acquisition Corp.

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. Fold, Inc. Announces Up To $30 Million Convertible Note Financing Backed by Bitcoin Innovative financing structure supports proposed business combination with FTAC Emeral

As filed with the Securities and Exchange Commission on December 23, 2024.

As filed with the Securities and Exchange Commission on December 23, 2024. Registration Statement No. 333-282520 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FTAC EMERALD ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) For Co-Registrants, see “Table of Co-Registra

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December 23, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

FTAC Emerald Acquisition Corp. Announces Extension of Deadline to Complete Business Combination Business Combination between FTAC Emerald and Fold is Expected to Close in the First Quarter of 2025

Exhibit 99.2 FTAC Emerald Acquisition Corp. Announces Extension of Deadline to Complete Business Combination Business Combination between FTAC Emerald and Fold is Expected to Close in the First Quarter of 2025 NEW YORK - December 18, 2024 - FTAC Emerald Acquisition Corp. (Nasdaq: FLDD), a special purpose acquisition company (“FTAC Emerald” or the “Company”), announced today that at a special meeti

FTAC Emerald Acquisition Corp. Announces Extension of Deadline to Complete Business Combination Business Combination between FTAC Emerald and Fold is Expected to Close in the First Quarter of 2025

Exhibit 99.2 FTAC Emerald Acquisition Corp. Announces Extension of Deadline to Complete Business Combination Business Combination between FTAC Emerald and Fold is Expected to Close in the First Quarter of 2025 NEW YORK - December 18, 2024 - FTAC Emerald Acquisition Corp. (Nasdaq: FLDD), a special purpose acquisition company (“FTAC Emerald” or the “Company”), announced today that at a special meeti

Amendment No. 3 to the Investment Management Trust Agreement

Exhibit 10.1 AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 17, 2024, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this A

FTAC Emerald Acquisition Corp. Announces Change of Ticker Symbol of Its Common Stock Commencing December 18, 2024 As Part of a Procedural Measure due to a Timing Requirement from Nasdaq, Trading is Expected to Temporarily Transition to OTC Markets an

Exhibit 99.1 FTAC Emerald Acquisition Corp. Announces Change of Ticker Symbol of Its Common Stock Commencing December 18, 2024 As Part of a Procedural Measure due to a Timing Requirement from Nasdaq, Trading is Expected to Temporarily Transition to OTC Markets and, Upon Consummation of the Business Combination, will Relist on Nasdaq NEW YORK – December 16, 2024 – FTAC Emerald Acquisition Corp. (NA

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FTAC EMERALD ACQUISITION CORP. FTAC EMERALD ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is “FTAC Emerald Acquisition Corp.” The original Certificate of Incorporation of the Corporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 FTAC EM

425 1 ea0225146-8k425ftac.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FTAC EMERALD ACQUISITION CORP. FTAC EMERALD ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is “FTAC Emerald Acquisition Corp.” The original Certificate of Incorporation of the Corporatio

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpora

Amendment No. 3 to the Investment Management Trust Agreement

Exhibit 10.1 AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 17, 2024, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this A

FTAC Emerald Acquisition Corp. Announces Change of Ticker Symbol of Its Common Stock Commencing December 18, 2024 As Part of a Procedural Measure due to a Timing Requirement from Nasdaq, Trading is Expected to Temporarily Transition to OTC Markets an

Exhibit 99.1 FTAC Emerald Acquisition Corp. Announces Change of Ticker Symbol of Its Common Stock Commencing December 18, 2024 As Part of a Procedural Measure due to a Timing Requirement from Nasdaq, Trading is Expected to Temporarily Transition to OTC Markets and, Upon Consummation of the Business Combination, will Relist on Nasdaq NEW YORK – December 16, 2024 – FTAC Emerald Acquisition Corp. (NA

Wolf Financial Spaces Podcast December 12, 2024

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. Wolf Financial Spaces Podcast December 12, 2024 Transcript Wolf: ... In either of those worlds, I think you’re going to find it very interesting. In fact, I’ll just share

$FLD (Fold App) Reddit AMA CEO Interview with Betsy Cohen & Will Reeves December 9, 2024 Podcast Transcript

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. $FLD (Fold App) Reddit AMA CEO Interview with Betsy Cohen & Will Reeves December 9, 2024 Podcast Transcript Ben Rabizadeh: Good morning, everyone. There I am. It is Monda

As filed with the Securities and Exchange Commission on November 26, 2024.

As filed with the Securities and Exchange Commission on November 26, 2024. Registration Statement No. 333-282520 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FTAC EMERALD ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) For Co-Registrants, see “Table of Co-Registra

* * *

November 26, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

* * *

November 21, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41168 FTAC EMERALD ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

SPACINSIDER PODCAST November 5, 2024

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. SPACINSIDER PODCAST November 5, 2024 Nick Clayton: Hello and welcome to a special edition of the SPACInsider Podcast with Betsy Cohen and Max Smeal from the FinTech and F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 FTAC EME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporat

Promissory Note dated October 31, 2024 made by FTAC Emerald Acquisition Corp. to the order of Frontier SPV, LLC

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION

Promissory Note dated October 31, 2024 made by FTAC Emerald Acquisition Corp. to the order of Frontier SPV, LLC

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporat

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporat

Promissory Note dated October 25, 2024 made by FTAC Emerald Acquisition Corp. to the order of Frontier SPV, LLC

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION

Promissory Note dated October 25, 2024 made by FTAC Emerald Acquisition Corp. to the order of Frontier SPV, LLC

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 FTAC EME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporat

FLD / FTAC Emerald Acquisition Corp. / CSS LLC/IL - CSS LLC/IL Passive Investment

SC 13G/A 1 emlda1102324.htm CSS LLC/IL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FTAC Emerald Acquisition Corp. (Name of Issuer) common (Title of Class of Securities) 29103K100 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

As filed with the Securities and Exchange Commission on October 4, 2024.

As filed with the Securities and Exchange Commission on October 4, 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FTAC EMERALD ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) For Co-Registrants, see “Table of Co-Registrants” on the following page.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporati

T h e Ga t e w ay t o Bi t coin Financia l Services Oc t o b e r 20 2 4 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer Ab o u t this P r ese n t a tion This investor presentation (this “Presentation”) is provided for

Exhibit 99.1 T h e Ga t e w ay t o Bi t coin Financia l Services Oc t o b e r 20 2 4 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer Ab o u t this P r ese n t a tion This investor presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potentia

T h e Ga t e w ay t o Bi t coin Financia l Services Oc t o b e r 20 2 4 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer Ab o u t this P r ese n t a tion This investor presentation (this “Presentation”) is provided for

Exhibit 99.1 T h e Ga t e w ay t o Bi t coin Financia l Services Oc t o b e r 20 2 4 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer Ab o u t this P r ese n t a tion This investor presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potentia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 FTAC EMER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporati

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) FTAC EMERALD ACQUISITION CORP.

The State of Bitcoin Podcast October 3, 2024 Podcast Transcript

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. The State of Bitcoin Podcast October 3, 2024 Podcast Transcript Will Reeves: The world is made up of giant pools of capital and one way to look at the history of Bitcoin

The Pomp Podcast September 19, 2024 Podcast Transcript

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. (NASDAQ: FLD) The Pomp Podcast September 19, 2024 Podcast Transcript Anthony Pompliano: What’s up guys? Bang, bang. I’ve got a great episode for you today. We have Will R

BTC196: BITCOIN-POWERED BANKING AT FOLD W/ WILL REEVES August 20, 2024 Podcast Transcript

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. BTC196: BITCOIN-POWERED BANKING AT FOLD W/ WILL REEVES August 20, 2024 Podcast Transcript [00:00:00] Preston Pysh: Hey everyone, welcome to this Wednesday’s release of th

What Bitcoin Did with Peter McCormack All In on Bitcoin with Will Reeves August 19, 2024 Podcast Transcript

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. What Bitcoin Did with Peter McCormack All In on Bitcoin with Will Reeves August 19, 2024 Podcast Transcript Will Reeves: We are about to hit the inflection point, like we

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41168 FTAC EMERALD ACQUISITI

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 FTAC EMERA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporatio

FTAC Emerald Acquisition Corp. Announces Correction to Change of Unit and Warrant Ticker Symbols Commencing August 2, 2024

Exhibit 99.1 FTAC Emerald Acquisition Corp. Announces Correction to Change of Unit and Warrant Ticker Symbols Commencing August 2, 2024 NEW YORK – August 1, 2024 – FTAC Emerald Acquisition Corp. (NASDAQ: EMLD) (“FTAC Emerald”), a publicly-traded special purpose acquisition company, today received notification from Nasdaq that the ticker symbol change announced this morning is not available for cer

FTAC Emerald Acquisition Corp. Announces Correction to Change of Unit and Warrant Ticker Symbols Commencing August 2, 2024

Exhibit 99.1 FTAC Emerald Acquisition Corp. Announces Correction to Change of Unit and Warrant Ticker Symbols Commencing August 2, 2024 NEW YORK – August 1, 2024 – FTAC Emerald Acquisition Corp. (NASDAQ: EMLD) (“FTAC Emerald”), a publicly-traded special purpose acquisition company, today received notification from Nasdaq that the ticker symbol change announced this morning is not available for cer

Bitcoin2024 Presentation July 25, 2024

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. Bitcoin2024 Presentation July 25, 2024 Transcript Will Reeves: What's up Nashville? My name's Will, and I'm the CEO and co-founder of Fold. You know, we're the team that

July 24, 2024

Filed by FTAC Emerald Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41168 Subject Company: FTAC Emerald Acquisition Corp. July 24, 2024 Transcript Jonathan Kirkwood: Thanks, everyone, for making it through this full day for the Ten31 Tribe event. We’ve been doing these events now for I think

Support Agreement by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors, LLC Fold, Inc. and certain holders of Fold named therein.

Exhibit 10.2 Execution Version SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made as of July 24, 2024, by and among (i) FTAC Emerald Acquisition Corp., a Delaware corporation (“Emerald”), (ii) Emerald ESG Sponsor, LLC, a Delaware limited liability company (“EMLD Sponsor”), and Emerald ESG Advisors, LLC, a Delaware limited liability company (“Advisors” and together with EMLD Sponso

Agreement and Plan of Merger, dated July 24, 2024, by and among FTAC Emerald Acquisition Corp., FTAC EMLD Merger Sub Inc. and Fold, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on July 25, 2024)

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among FOLD, INC., FTAC EMERALD ACQUISITION CORP. and EMLD MERGER SUB INC. Dated as of July 24, 2024 CONTENTS Page Article I The Merger 2 1.1 The Merger 2 1.2 Closing 3 1.3 Effective Time 3 1.4 The Certificate of Incorporation of the Surviving Company 3 1.5 The Bylaws of the Surviving Company 3 1.6 Directors of the Surviving Company

Sponsor Share Restriction Agreement, dated July 24, 2024, by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors, LLC.

Exhibit 10.1 Execution Version SPONSOR SHARE RESTRICTION AGREEMENT This SPONSOR SHARE RESTRICTION AGREEMENT (this “Agreement”) is dated as of July 24, 2024, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (“Parent”), Emerald ESG Sponsor, LLC, a Delaware limited liability company (“EMLD Sponsor”), and Emerald ESG Advisors, LLC, a Delaware limited liability company (“Advisors” an

Support Agreement by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors, LLC Fold, Inc. and certain holders of Fold named therein.

Exhibit 10.2 Execution Version SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made as of July 24, 2024, by and among (i) FTAC Emerald Acquisition Corp., a Delaware corporation (“Emerald”), (ii) Emerald ESG Sponsor, LLC, a Delaware limited liability company (“EMLD Sponsor”), and Emerald ESG Advisors, LLC, a Delaware limited liability company (“Advisors” and together with EMLD Sponso

Agreement and Plan of Merger, dated July 24, 2024, by and among FTAC Emerald Acquisition Corp., FTAC EMLD Merger Sub Inc. and Fold, Inc.*

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among FOLD, INC., FTAC EMERALD ACQUISITION CORP. and EMLD MERGER SUB INC. Dated as of July 24, 2024 CONTENTS Page Article I The Merger 2 1.1 The Merger 2 1.2 Closing 3 1.3 Effective Time 3 1.4 The Certificate of Incorporation of the Surviving Company 3 1.5 The Bylaws of the Surviving Company 3 1.6 Directors of the Surviving Company

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation

Sponsor Share Restriction Agreement, dated July 24, 2024, by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on July 25, 2024)

Exhibit 10.1 Execution Version SPONSOR SHARE RESTRICTION AGREEMENT This SPONSOR SHARE RESTRICTION AGREEMENT (this “Agreement”) is dated as of July 24, 2024, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (“Parent”), Emerald ESG Sponsor, LLC, a Delaware limited liability company (“EMLD Sponsor”), and Emerald ESG Advisors, LLC, a Delaware limited liability company (“Advisors” an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 FTAC EMERAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 FTAC EMERAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation

Fold to Go Public as the First Pureplay Financial Services Company Powered by Bitcoin With over 1,000 bitcoin in its corporate treasury, Fold is building the financial products of tomorrow amid a wave of global bitcoin adoption

Exhibit 99.2 Fold to Go Public as the First Pureplay Financial Services Company Powered by Bitcoin With over 1,000 bitcoin in its corporate treasury, Fold is building the financial products of tomorrow amid a wave of global bitcoin adoption ● Market-leading bitcoin cashback debit card and merchant rewards, with integrated insured bitcoin custody and no-fee trading ● Since inception in 2019, over $

C O R P O R A T E P A R T I C I P A N T S

Exhibit 99.3 C O R P O R A T E P A R T I C I P A N T S Betsy Cohen, Chairman, FTAC Emerald Brace Young, CEO and President, FTAC Emerald Will Reeves, Co-Founder and CEO, Fold P R E S E N T A T I O N Betsy Cohen Hello, my name is Betsy Cohen, Chairman of FTAC Emerald, and I’d like to welcome everybody today. We are here today to announce that Fold is planning to go public as the first listed financi

C O R P O R A T E P A R T I C I P A N T S

Exhibit 99.3 C O R P O R A T E P A R T I C I P A N T S Betsy Cohen, Chairman, FTAC Emerald Brace Young, CEO and President, FTAC Emerald Will Reeves, Co-Founder and CEO, Fold P R E S E N T A T I O N Betsy Cohen Hello, my name is Betsy Cohen, Chairman of FTAC Emerald, and I’d like to welcome everybody today. We are here today to announce that Fold is planning to go public as the first listed financi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 FTAC EMERAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation

Fold to Go Public as the First Pureplay Financial Services Company Powered by Bitcoin With over 1,000 bitcoin in its corporate treasury, Fold is building the financial products of tomorrow amid a wave of global bitcoin adoption

Exhibit 99.2 Fold to Go Public as the First Pureplay Financial Services Company Powered by Bitcoin With over 1,000 bitcoin in its corporate treasury, Fold is building the financial products of tomorrow amid a wave of global bitcoin adoption ● Market-leading bitcoin cashback debit card and merchant rewards, with integrated insured bitcoin custody and no-fee trading ● Since inception in 2019, over $

The Gateway to Bitcoin Financial Services July 2024 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer About this Presentation This investor presentation (t

Exhibit 99.1 The Gateway to Bitcoin Financial Services July 2024 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist int erested parties in making their own e

The Gateway to Bitcoin Financial Services July 2024 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer About this Presentation This investor presentation (t

Exhibit 99.1 The Gateway to Bitcoin Financial Services July 2024 Strictly Private & Confidential. Do Not Distribute. © Fold, Inc Strictly Private & Confidential. Do Not Distribute. © Fold, Inc 2 [ ] Disclaimer About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist int erested parties in making their own e

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41168 FTAC EMERALD ACQUISIT

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of FTAC Emerald Acquisition Corp. None.

Executive Incentive Clawback Policy

Exhibit 97.1 FTAC EMERALD ACQUISITION CORP. CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of FTAC Emerald Acquisition Corp. (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this policy, which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncom

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41168 FTAC EMERALD ACQUI

EMLD / FTAC Emerald Acquisition Corp. / Vivaldi Asset Management, LLC Passive Investment

SC 13G/A 1 schedule13gaemld3724.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FTAC Emerald Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 29103K100 (CUSIP Number) January 31, 2024 (Date of Event which Requires Filing of this

US29103K1007 / FTAC Emerald Acquisition Corp. / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* FTAC EMERALD ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 29103K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr

US29103K1007 / FTAC Emerald Acquisition Corp. / Vivaldi Asset Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FTAC Emerald Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 29103K100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box t

US29103K1007 / FTAC Emerald Acquisition Corp. / Taconic Capital Advisors LP - TACONIC CAPITAL ADVISORS LP Passive Investment

SC 13G/A 1 emldua221224.htm TACONIC CAPITAL ADVISORS LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FTAC Emerald Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 29103K100 (CUSIP Number) December 31, 2023 (Date of Event which Requi

US29103K1007 / FTAC Emerald Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* FTAC Emerald Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 29103K100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Che

US29103K1007 / FTAC Emerald Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d694178dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FTAC Emerald Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 29103K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of thi

JOINT FILING AGREEMENT

EX-99.1 2 d694178dex991.htm EX-99.1 SCHEDULE 13G CUSIP No. 29103K100 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of FTAC Emerald Acquisition Corp. dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on b

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant on January 22, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FTAC EMERALD ACQUISITION CORP. FTAC EMERALD ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is “FTAC Emerald Acquisition Corp.” The original Certificate of Incorporation of the Corporation wa

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporat

Amendment No. 2 to the Investment Management Trust Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on January 22, 2024).

Exhibit 10.1 AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 19, 2024, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Am

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporati

Subscription Agreement, dated January 3, 2024, by, between and among Polar Multi-Strategy Master Fund, FTAC Emerald Acquisition Corp., Emerald ESG Sponsor LLC, Emerald ESG Advisors, LLC, Emerald ESG Funding, LLC and, solely for the purposes of Section 1.5.2, Cohen Circle, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2024).

Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of January 3, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), FTAC Emerald Acquisition Corp. a Delaware corporation (“SPAC”), and Emerald ESG Sponsor LLC, a Delaware limited liability company (“ESG Sponsor”), Emerald ESG Ad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

FTAC EMERALD ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS UNTIL 11:00 AM EASTERN TIME ON JANUARY 19, 2024

Exhibit 99.1 FTAC EMERALD ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS UNTIL 11:00 AM EASTERN TIME ON JANUARY 19, 2024 PHILADELPHIA, PA, Jan. 08, 2024 (GLOBE NEWSWIRE) - FTAC Emerald Acquisition Corp. (NASDAQ:EMLD) (the “Company”), a blank-check company formed for the purpose of acquiring or merging with one or more businesses, announces that the special meeting of st

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporati

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Form of Non-Redemption Agreement

Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered into as of January [●], 2024, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned investor (“Investor”). RECITALS WHEREAS, SPAC expects to hold a special meeting of stockholders (the “Meeting”) for the purpose of approving, among other things, an amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ___________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ___________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ___________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41168 FTAC EMERALD ACQU

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporat

First Amendment to Promissory Note dated October 16, 2023 made by and between the Company and Emerald ESG Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on October 16, 2023).

Exhibit 10.1 FIRST AMENDMENT TO PROMISSORY NOTE THIS FIRST AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is dated as of the 16th day of October, 2023 and is made by and between FTAC Emerald Acquisition Corp. (the “Maker”) and Emerald ESG Sponsor, LLC (the “Payee”). RECITALS A. Maker executed that certain Promissory Note dated January 13, 2023 in the original principal sum of up to one million fi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporat

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporat

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpor

Amendment to the Investment Management Trust Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on September 25, 2023).

Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 19, 2023, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant on September 25, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FTAC EMERALD ACQUISITION CORP. FTAC EMERALD ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is “FTAC Emerald Acquisition Corp.” The original Certificate of Incorporation of the Corporation wa

US29103K1007 / FTAC Emerald Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FTAC Emerald Acquisition Corp. 29103K100 (CUSIP Number)FTAC September 7, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule

FTAC EMERALD ACQUISITION CORP. ANNOUNCES POSTPONEMENT OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS

Exhibit 99.1 FTAC EMERALD ACQUISITION CORP. ANNOUNCES POSTPONEMENT OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS PHILADELPHIA, PA, Sept. 18, 2023 (GLOBE NEWSWIRE) - FTAC Emerald Acquisition Corp. (NASDAQ:EMLD) (the “Company”), a blank-check company formed for the purpose of acquiring or merging with one or more businesses, announces that the special meeting in lieu of annual meeting

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpor

JOINT FILING AGREEMENT

EX-99.1 2 d534805dex991.htm EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of FTAC Emerald Acquisition Corp. dated as of September 18, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wi

FTAC EMERALD ACQUISITION CORP. ANNOUNCES TIME CHANGE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS AND ESTIMATED REDEMPTION PRICE PER SHARE

Exhibit 99.1 FTAC EMERALD ACQUISITION CORP. ANNOUNCES TIME CHANGE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS AND ESTIMATED REDEMPTION PRICE PER SHARE PHILADELPHIA, PA, Sept. 15, 2023 (GLOBE NEWSWIRE) - FTAC Emerald Acquisition Corp. (NASDAQ:EMLD) (the “Company”), a blank-check company formed for the purpose of acquiring or merging with one or more businesses, announces that the s

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2023 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpor

FTAC EMERALD ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS UNTIL 11:00 AM EASTERN TIME ON SEPTEMBER 18, 2023

Exhibit 99.1 FTAC EMERALD ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS UNTIL 11:00 AM EASTERN TIME ON SEPTEMBER 18, 2023 PHILADELPHIA, PA, Sept. 12, 2023 (GLOBE NEWSWIRE) - FTAC Emerald Acquisition Corp. (NASDAQ:EMLD) (the “Company”), a blank-check company formed for the purpose of acquiring or merging with one or more businesses, today annou

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorpora

Form of Non-Redemption Agreement

Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered into as of September [●], 2023, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned investor (“Investor”). RECITALS WHEREAS, SPAC expects to hold a special meeting in lieu of an annual meeting of stockholders (the “Meeting”) for the purpose of approving, a