FTAC Emerald Acquisition Corp

DEF 14A 1 ea0220519-04.htm PROXY STATEMENT

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)

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PROXY STATEMENT FOR

SPECIAL MEETING OF STOCKHOLDERS OF

Dear Stockholders of FTAC Emerald Acquisition Corp.:

You are cordially invited to attend a special meeting of stockholders of FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company,” “we,” “us” or “our”), to be held at 11:00 a.m., Eastern time, on December 17, 2024 (the “Special Meeting”), or at such other time and on such other date to which the meeting may be adjourned or postponed. The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/ftacemerald acquisition/sm2024. If your shares are held with a bank, broker or nominee and you wish to vote during the Special Meeting, you will need to obtain a legal proxy from your bank, broker or nominee and submit it to Continental Stock Transfer & Trust Company (“Continental”) by email at proxy@continentalstock.com. To vote during the Special Meeting as a stockholder of record, you will need the control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on December 17, 2024. The accompanying proxy statement is dated November 26, 2024, and is first being mailed to stockholders of the Company on or about November 27, 2024.

Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy, so that your shares will be represented at the Special Meeting. It is strongly recommended that you complete and return your proxy card before the Special Meeting date to ensure that your shares will be represented at the Special Meeting. Instructions on how to vote your shares are in the accompanying proxy statement and the other proxy materials you received for the Special Meeting.

The Special Meeting is being held to consider and vote upon the following proposals:

1. Proposal No. 1 — The Charter Amendment Proposal— to approve the adoption of an amendment (the “Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Charter”) as set forth on Annex A of the accompanying proxy statement to extend the date by which the Company has to consummate its initial business combination from December 20, 2024 to December 20, 2025 (or such earlier date as determined by the Company’s Board of Directors (the “Board”)) (such date, the “Extended Termination Date”). The proposal described above is referred to herein as the “Charter Amendment Proposal.”

2. Proposal No. 2 — The Trust Amendment Proposal— to approve the adoption of an amendment (the “Trust Amendment,” and together with the Charter Amendment, the “Amendments”) to our investment management trust agreement, dated December 15, 2021, with Continental Stock Transfer & Trust Company, as trustee (as amended, the “Trust Agreement”), as set forth on Annex B, to allow the trustee to liquidate the trust account (the “Trust Account”) established in connection with our initial public offering at such time as may be determined by the Company as set forth in the Charter Amendment. The proposal described above is referred to herein as the “Trust Amendment Proposal.” The Charter Amendment Proposal and Trust Amendment Proposal are referred to herein as the “Amendment Proposals.”

3. Proposal No. 3 — The Adjournment Proposal— to approve the adjournment of the Special Meeting from time to time to solicit additional proxies in favor of the Amendment Proposals or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate (the “Adjournment Proposal,” and together with the Charter Amendment Proposal and Trust Amendment Proposal, the “Proposals”).

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

In accordance with the Company’s Charter, the date by which the Company must cease operations and liquidate if it has not completed a business combination is currently December 20, 2024 (the “Initial Termination Date”). If we do not complete an initial business combination by the Initial Termination Date, we will be required to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem all of the shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), purchased in the Company’s initial public offering or in the secondary market following the initial public offering (the “Public Shares”) at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, less interest previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses and less any other interest released to, or reserved for use by, the Company to pay franchise and income taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish the rights of the holders of the Public Shares as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board in accordance with applicable law, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Trust Agreement currently provides that the trustee shall commence liquidation of the Trust Account only and promptly after (i) receipt of the applicable instruction letter delivered by us in connection with either a closing of an initial Business Combination or our inability to effect an initial Business Combination within the time frame specified in our Charter, or (ii) the Initial Termination Date.

The purpose of the Amendment Proposals is to extend the date on which Continental must liquidate the Trust Account if we have not completed the Business Combination (defined below) by the Initial Termination Date, from December 20, 2024 to December 20, 2025 (or such earlier date as determined by the Board).

As previously announced, on July 24, 2024, we entered into an Agreement and Plan of Merger (the “Business Combination Agreement,” and together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Fold, Inc., a Delaware corporation (“Fold”), and EMLD Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Fold, with Fold surviving as a wholly-owned subsidiary of the Company. In connection with the consummation of the Business Combination, we will change our corporate name to “Fold Holdings, Inc.” In this proxy statement, when we refer to “Fold,” we mean Fold, Inc. prior to the consummation of the Business Combination, and when we refer to “New Fold” we mean the Company, under its new corporate name after the consummation of the Business Combination.

The Board has unanimously (i) approved and declared advisable the Business Combination, the Business Combination Agreement and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by our stockholders. We will hold a meeting of stockholders to consider and approve the proposed Business Combination, and a proxy statement/prospectus will be sent to all of our stockholders of record.

We and the other parties to the Business Combination Agreement are currently working towards satisfaction of the conditions to completion of the Business Combination, including drafting the necessary filings with the SEC related to the transaction, but have determined that there will not be sufficient time before the Initial Termination Date to hold a special meeting to obtain the requisite stockholder approval of, and to consummate, the Business Combination. Management believes that it can close the Business Combination before the Extended Termination Date. Accordingly, the Board believes that it is in the best interests of our stockholders to approve the Amendment Proposals.

In connection with the Charter Amendment Proposal, public stockholders of the Company may elect to redeem (the “Optional Redemption”) their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then-issued and outstanding Public Shares, upon approval and implementation of the Amendment Proposals; provided, however, that in accordance with the Charter, the Company may not redeem Public Shares to the extent that such redemption would cause the Class A Common Stock to become a “penny stock” upon consummation of the Company’s initial business combination (the “Redemption Limitation”). If the Amendment Proposals are approved by the requisite vote of stockholders and implemented, the remaining public stockholders will retain their right to redeem their shares of Class A Common Stock upon consummation of our initial business combination if and when it is submitted to a vote of the stockholders, subject to any limitations set forth in the Charter and the Trust Agreement.

Based upon the amount held in the Trust Account as of October 31, 2024, which was $52.2 million, the Company estimates that the per-share price at which Public Shares may be redeemed from cash held in the Trust Account will be approximately $10.97 at the time of the Special Meeting. The closing price of a share of Class A Common Stock on November 25, 2024, was $11.38. The Company cannot assure stockholders that they will be able to sell their shares of Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

(i) (a) hold Public Shares or (b) hold Public Shares as part of units and elect to separate such units into the underlying Public Shares and public warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii) prior to 5:00 p.m., Eastern time, on December 13, 2024 (two business days prior to the vote at the Special Meeting or any adjournment thereof), (a) submit a written request to Continental that the Company redeem your Public Shares for cash, which request must identify the beneficial owner of the shares to be redeemed, and (b) tender or deliver your shares and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Additionally, you will only receive cash in the Optional Redemption if (i) the Amendment Proposals are approved and implemented and (ii) the Redemption Limitation has not been exceeded. In the event that we receive notice of Optional Redemptions approaching or in excess of the Redemption Limitation, we and/or Emerald ESG Sponsor, LLC or Emerald ESG Advisors, LLC (collectively, the “Sponsor”), may take action to increase our net tangible assets to avoid the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities; (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants; (c) entering into non-redemption agreements with new or existing stockholders; (d) purchasing Public Shares in the open market (subject to applicable law and regulation); and (e) obtaining a capital contribution from our Sponsor. Any shares of Class A Common Stock purchased by the Sponsor in the open market or from us would not be voted in connection with the Proposals. If the Amendment Proposals are not approved, or the Amendment Proposals are approved but the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Amendments and we will not redeem any Public Shares in the Optional Redemption. In such cases, Public Shares which a Public Stockholder elects to redeem but which are not redeemed shall be returned to such Public Stockholder or such Public Stockholder’s account and such Public Stockholder will retain the right to have their Public Shares redeemed for cash if the Company has not completed an initial Business Combination by the Initial Termination Date.

Holders of units of the Company must elect to separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank, as applicable, that you elect to separate the units into the underlying Public Shares and public warrants, or if you hold units registered in your own name, you must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying Public Shares and public warrants in order to exercise redemption rights with respect to the Public Shares, so you should contact your broker, bank or

other nominee or intermediary. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote against either or both of the Amendment Proposals. However, Public Stockholders will not have their shares redeemed in the Optional Redemption unless (i) both Amendment Proposals are approved and (ii) the Redemption Limitation is not exceeded. In the event that a Public Stockholder tenders their Public Shares for redemption in the Optional Redemption and decides prior to the vote at the Special Meeting that they do not want to redeem their shares, such Public Stockholder may withdraw the tender.

If the Charter Amendment Proposal is approved and implemented, and the Redemption Limitation is not exceeded, Public Stockholders who elect to redeem their Public Shares in the Optional Redemption will receive aper-share redemption price, payable in cash, equal to the quotient obtained by dividing (i) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), by (ii) the number of then outstanding Public Shares. Suchper-share price does not take into account up to $100,000 of interest to pay dissolution expenses. Such dissolution expenses would be taken into account when calculating theper-share redemption price that the remaining Public Stockholders receive in connection with the dissolution and winding up of the Company, which may result in aper-share price paid to the remaining Public Stockholders in connection with the dissolution and winding up of the Company that is lower than theper-share price paid to Public Stockholders who elect to redeem their Public Shares in the Optional Redemption.

Approval of the Amendment Proposals require the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), voting together as a single class.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CHARTER AMENDMENT PROPOSAL, THE TRUST AMENDMENT PROPOSAL AND THE ADJOURNMENT PROPOSAL.

The Board has fixed 5:00 p.m., Eastern time, on November 13, 2024, as the record date for the Special Meeting (the “Record Date”). Only stockholders of record on the Record Date are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

You are not being asked to vote on the Business Combination at this time. If you do not elect to redeem your Public Shares in connection with the Charter Amendment Proposal, you will retain the right to vote on an initial business combination, if and when such transaction is submitted to stockholders, and the right to redeem your Public Shares for cash from the Trust Account in the event a proposed initial business combination is approved and completed. If an initial business combination is not consummated by the Extended Termination Date or the Initial Termination Date, as the case may be, the Company will redeem its Public Shares.

You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/ftacemer aldacquisition/sm2024. If your shares are held with a bank, broker or nominee and you wish to vote during the Special Meeting, you will need to obtain a legal proxy from your bank, broker or nominee and submit it to Continental by email at proxy@continentalstock.com. To vote during the Special Meeting as a stockholder of record, you will need the control number that is printed on your proxy card. You may revoke your proxy card at any time prior to the Special Meeting.

A stockholder’s failure to vote by proxy or to vote by virtual attendance at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote “AGAINST” each of the Amendment Proposals but will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination

of whether a valid quorum is established. Abstentions will have the effect of a vote “AGAINST” each of the Amendment Proposals but will have no effect on the Adjournment Proposal. We believe that each of the Proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of Special Meeting for a more complete statement of matters to be considered at the Special Meeting.

If you have any questions or need assistance voting your shares of Common Stock, please contact Sodali & Co (“Sodali”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing EMLD.info@investor.sodali.com.

On behalf of the Board, we would like to thank you for your support of FTAC Emerald Acquisition Corp.

November 26, 2024

By Order of the Board,

/s/ Betsy Z. Cohen

Betsy Z. Cohen

Chairman of the Board

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the Proposals.

TO EXERCISE YOUR OPTIONAL REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD PUBLIC SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, WHICH REQUEST MUST IDENTIFY THE BENEFICIAL OWNER OF THE SHARES TO BE REDEEMED, AND (III) TENDER OR DELIVER YOUR PUBLIC SHARES AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING DTC’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. TO OBTAIN REDEMPTION FORMS, PUBLIC STOCKHOLDERS SHOULD CONTACT THEIR BANK OR BROKER OR CONTINENTAL USING THE CONTACT INFORMATION IN THE SECTION ENTITLED “QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR SPECIAL MEETING — WHO CAN HELP ANSWER MY QUESTIONS?” IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. YOU WILL NOT HAVE YOUR SHARES REDEEMED IN THE OPTIONAL REDEMPTION UNLESS THE AMENDMENT PROPOSALS ARE APPROVED AND EFFECTED, AND THE REDEMTPION LIMITATION IS NOT EXCEEDED. IN THE EVENT THAT WE RECEIVE NOTICE OF REDEMPTIONS OF PUBLIC SHARES APPROACHING OR IN EXCESS OF THE REDEMPTION LIMITATION, WE AND/OR OUR SPONSOR, MAY TAKE ACTION TO INCREASE OUR NET TANGIBLE ASSETS TO AVOID THE REDEMPTION LIMITATION, WHICH MAY INCLUDE, AT OUR AND OUR SPONSOR’S OPTION AND IN OUR AND ITS SOLE DISCRETION, ANY, SEVERAL OR ALL OF THE FOLLOWING ACTIONS: (A) ATTEMPTING TO SECURE WAIVERS OF CERTAIN OF OUR SIGNIFICANT LIABILITIES; (B) CANCELLING OR TERMINATING OTHER SIGNIFICANT LIABILITIES, SUCH AS THE OUTSTANDING PRIVATE PLACEMENT WARRANTS; (C) ENTERING INTO NON-REDEMPTION AGREEMENTS WITH NEW OR EXISTING STOCKHOLDERS; (D) PURCHASING PUBLIC SHARES IN THE OPEN MARKET (SUBJECT TO APPLICABLE LAW AND REGULATION); AND (E) OBTAINING A CAPITAL CONTRIBUTION FROM OUR SPONSOR. ANY SHARES OF CLASS A COMMON STOCK PURCHASED BY THE SPONSOR IN THE OPEN MARKET OR FROM US WOULD NOT BE VOTED IN CONNECTION WITH THE PROPOSALS. IF EITHER OF THE AMENDMENT PROPOSALS IS NOT APPROVED, OR THE REDEMPTION LIMITATION IS EXCEEDED, EITHER BECAUSE WE DO NOT TAKE ACTION TO INCREASE

OUR NET TANGIBLE ASSETS OR BECAUSE OUR ATTEMPT TO DO SO IS NOT SUCCESSFUL, THEN WE WILL NOT PROCEED WITH THE AMENDMENTS AND WE WILL NOT REDEEM ANY PUBLIC SHARES IN THE OPTIONAL REDEMPTION. IN SUCH CASE, PUBLIC SHARES WHICH A PUBLIC STOCKHOLDER ELECTS TO REDEEM BUT WHICH ARE NOT REDEEMED SHALL BE RETURNED TO SUCH PUBLIC STOCKHOLDER OR SUCH PUBLIC STOCKHOLDER’S ACCOUNT AND SUCH PUBLIC STOCKHOLDER WILL RETAIN THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IF THE COMPANY HAS NOT COMPLETED AN INITIAL BUSINESS COMBINATION BY THE INITIAL TERMINATION DATE OR THE EXTENDED TERMINATION DATE, AS THE CASE MAY BE.

This proxy statement is dated November 26, 2024

and is first being mailed to our stockholders with the form of proxy on or about November 27, 2024.

IMPORTANT

Whether or not you expect to attend the Special Meeting, you are respectfully requested by the Board of Directors of the Company to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the Special Meeting.

NOTICE OF

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 17, 2024

Dear Stockholders of FTAC Emerald Acquisition Corp.,

NOTICE IS HEREBY GIVEN that the special meeting of stockholders of FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company,” “we,” “us” or “our”), to be held at 11:00 a.m., Eastern time, on December 17, 2024 (the “Special Meeting”), or at such other time and on such other date to which the meeting may be adjourned or postponed. The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/ftacem eraldacquisition/sm2024. If your shares are held with a bank, broker or nominee and you wish to vote during the Special Meeting, you will need to obtain a legal proxy from your bank, broker or nominee and submit it to Continental Stock Transfer & Trust Company (“Continental”) by email at proxy@continentalstock.com. To vote during the Special Meeting as a stockholder of record, you will need the control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on December 17, 2024.

The Special Meeting is being held to consider and vote upon the following proposals:

1. Proposal No. 1 — The Charter Amendment Proposal— to approve the adoption of an amendment (the “Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Charter”) as set forth on Annex A of the accompanying proxy statement to extend the date by which the Company has to consummate its initial business combination from December 20, 2024 to December 20, 2025 (or such earlier date as determined by the Company’s Board of Directors (the “Board”)) (such date, the “Extended Termination Date”). The proposal described above is referred to herein as the “Charter Amendment Proposal.”

2. Proposal No. 2 — The Trust Amendment Proposal— to approve the adoption of an amendment (the “Trust Amendment,” and together with the Charter Amendment, the “Amendments”) to our investment management trust agreement, dated December 15, 2021, with Continental Stock Transfer & Trust Company, as trustee (as amended, the “Trust Agreement”), as set forth on Annex B, to allow the trustee to liquidate the trust account (the “Trust Account”) established in connection with our initial public offering at such time as may be determined by the Company as set forth in the Charter Amendment. The proposal described above is referred to herein as the “Trust Amendment Proposal.” The Charter Amendment Proposal and Trust Amendment Proposal are referred to herein as the “Amendment Proposals.”

3. Proposal No. 3 — The Adjournment Proposal— to approve the adjournment of the Special Meeting from time to time to solicit additional proxies in favor of the Amendment Proposals or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate (the “Adjournment Proposal,” and together with the Amendment Proposals, the “Proposals”).

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

Approval of the Amendment Proposals each requires the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), voting together as a single class.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.

The purpose of the Amendment Proposals is to extend the date on which Continental must liquidate the Trust Account if we have not completed the Business Combination (defined below) by the Initial Termination Date, from December 20, 2024 to December 20, 2025 (or such earlier date as determined by the Board).

As previously announced, on July 24, 2024, we entered into an Agreement and Plan of Merger (the “Business Combination Agreement,” and together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Fold, Inc., a Delaware corporation (“Fold”), and EMLD Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Fold, with Fold surviving as a wholly-owned subsidiary of the Company. In connection with the consummation of the Business Combination, we will change our corporate name to “Fold Holdings, Inc.” In this proxy statement, when we refer to “Fold,” we mean Fold, Inc. prior to the consummation of the Business Combination, and when we refer to “New Fold” we mean the Company, under its new corporate name after the consummation of the Business Combination.

The Board has unanimously (i) approved and declared advisable the Business Combination, the Business Combination Agreement and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by our stockholders. We will hold a meeting of stockholders to consider and approve the proposed Business Combination, and a proxy statement/prospectus will be sent to all of our stockholders of record.

We and the other parties to the Business Combination Agreement are currently working towards satisfaction of the conditions to completion of the Business Combination, including drafting the necessary filings with the SEC related to the transaction, but have determined that there will not be sufficient time before the Initial Termination Date to hold a special meeting to obtain the requisite stockholder approval of, and to consummate, the Business Combination. Management believes that it can close the Business Combination before December 20, 2025 (i.e., the end of the proposed extension period). Accordingly, the Board believes that it is in the best interests of our stockholders to approve the Proposals.

In connection with the Charter Amendment Proposal, public stockholders of the Company may elect to redeem (the “Optional Redemption”) their shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then-issued and outstanding shares of Class A Common Stock, upon approval and implementation of the Amendment Proposals; provided, however, that in accordance with the Charter, the Company may not redeem shares of Class A Common Stock purchased in the Company’s initial public offering or in the secondary market following the initial public offering (the “Public Shares”) to the extent that such redemption would cause the Class A Common Stock to become a “penny stock” upon consummation of the initial business combination (the “Redemption Limitation”). If the Amendment Proposals are approved by the requisite vote of stockholders and implemented, the remaining public stockholders will retain their right to redeem their shares of Class A Common Stock upon consummation of our initial business combination if and when it is submitted to a vote of the stockholders, subject to any limitations set forth in the Charter and the Trust Agreement.

Based upon the amount held in the Trust Account as of October 31, 2024, which was $52.2 million, the Company estimates that the per-share price at which Public Shares may be redeemed from cash held in the Trust Account will be approximately $10.97 at the time of the Special Meeting. The closing price of a share of Class A Common Stock on November 25, 2024, was $11.38. The Company cannot assure stockholders that they will be able to sell their shares of Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

(i) (a) hold Public Shares or (b) hold Public Shares as part of units and elect to separate such units into the underlying Public Shares and public warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii) prior to 5:00 p.m., Eastern time, on December 13, 2024 (two business days prior to the vote at the Special Meeting or any adjournment thereof), (a) submit a written request to Continental that the Company redeem your Public Shares for cash, which request must identify the beneficial owner of the shares to be redeemed, and (b) tender or deliver your shares and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Additionally, you will only receive cash in the Optional Redemption if (i) the Amendment Proposals are approved and implemented and (ii) the Redemption Limitation has not been exceeded. In the event that we receive notice of Optional Redemptions approaching or in excess of the Redemption Limitation, we and/or Emerald ESG Sponsor, LLC or Emerald ESG Advisors, LLC (collectively, the “Sponsor”), may take action to increase our net tangible assets to avoid the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities; (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants; (c) entering into non-redemption agreements with new or existing stockholders; (d) purchasing Public Shares in the open market (subject to applicable law and regulation); and (e) obtaining a capital contribution from our Sponsor. Any shares of Class A Common Stock purchased by the Sponsor in the open market or from us would not be voted in connection with the Proposals. If the Amendment Proposals are not approved, or the Amendment Proposals are approved but the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Amendments and we will not redeem any Public Shares in the Optional Redemption. In such cases, Public Shares which a Public Stockholder elects to redeem but which are not redeemed shall be returned to such Public Stockholder or such Public Stockholder’s account and such Public Stockholder will retain the right to have their Public Shares redeemed for cash if the Company has not completed an initial business combination by the Initial Termination Date.

Holders of units of the Company must elect to separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank, as applicable, that you elect to separate the units into the underlying Public Shares and public warrants, or if you hold units registered in your own name, you must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying Public Shares and public warrants in order to exercise redemption rights with respect to the Public Shares, so you should contact your broker, bank or other nominee or intermediary. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote against either or both of the Amendment Proposals. However, Public Stockholders will not have their shares redeemed in the Optional Redemption unless (i) both Amendment Proposals are approved and (ii) the Redemption Limitation is not exceeded. In the event that a Public Stockholder tenders their Public Shares for redemption in the Optional Redemption and decides prior to the vote at the Special Meeting that they do not want to redeem their shares, such Public Stockholder may withdraw the tender.

The Sponsor and the Company’s directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any shares of Class A Common Stock held by it or them as a result of the Class B Conversion (defined below), as applicable, if the Company fails to complete an initial business combination, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial business combination by the applicable deadline. The Sponsor and the Company’s directors and officers intend to vote in favor of each of the Proposals at the Special Meeting.

If the Company liquidates, the Sponsor has agreed that it will be liable to us if, and to the extent, any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the assets in the Trust Account, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Company’s initial public offering (“IPO”) against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

If the Charter Amendment Proposal is approved and implemented, the Redemption Limitation is not exceeded and the Charter Amendment is effected, Public Stockholders who elect to redeem their Public Shares in the Optional Redemption will receive a per-share redemption price, payable in cash, equal to the quotient obtained by dividing (i) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), by (ii) the number of then outstanding Public Shares. Such per-share price does not take into account up to $100,000 of interest to pay dissolution expenses. Such dissolution expenses would be taken into account when calculating the per-share redemption price that the remaining Public Stockholders receive in connection with the dissolution and winding up of the Company, which, if the Charter Amendment Proposal is approved and the Charter Amendment is effected, may result in a per-share price paid to the remaining Public Stockholders in connection with the dissolution and winding up of the Company that is lower than the per-share price paid to Public Stockholders who elect to redeem their Public Shares in the Optional Redemption.

The withdrawal of any funds from the Trust Account in connection with the Optional Redemption will reduce the amount held in the Trust Account, and the amount remaining in the Trust Account may be significantly less than the $52.2 million that was in the Trust Account as of October 31, 2024.

Only stockholders of record of the Company as of 5:00 p.m., Eastern time, on November 13, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Each share of Common Stock entitles the holder thereof to one vote. On the Record Date, there were 14,349,106 shares of Class A Common Stock issued and outstanding, including 8,615,141 shares of Class A Common Stock as a result of the Class B Conversion. The Company’s warrants do not have voting rights in connection with the Proposals.

Proxy voting permits stockholders unable to attend the Special Meeting by virtual attendance to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy at any time prior to the Special Meeting by following the instructions included in this proxy statement and on the proxy card.

YOUR VOTE IS IMPORTANT. It is strongly recommended that you complete and return your proxy card before the Special Meeting date to ensure that your shares will be represented at the Special Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

If you have any questions or need assistance voting your shares of Common Stock, please contact Sodali & Co (“Sodali”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing EMLD.info@investor.sodali.com.

November 26, 2024

By Order of the Board,

/s/ Betsy Z. Cohen

Betsy Z. Cohen

Chairman of the Board

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE SPECIAL MEETING TO BE HELD ON DECEMBER 17, 2024

This Notice of Special Meeting and Proxy Statement are available at

https://www.cstproxy.com/ftacemeraldacquisition/sm2024.