FTAC Emerald (EMLD) to merge with Fold in all-stock deal; $365M pre-money valuation with Bitcoin-linked earnout

Fold Holdings, Inc.

FTAC Emerald (EMLD) will acquire Fold, Inc. via merger; consideration is all FTAC Class A common stock.
Fold's pre-money equity value set at $365M; additional up to $54.75M if Bitcoin 60-day VWAP prior to close exceeds $90,000.
Sponsors forfeit all warrants; ~5.3M founder shares subject to time/price-based restrictions; up to 1M forfeited if post-close raise <$50M.
Closing conditions include HSR clearance, NASDAQ listing, stockholder approvals, and net tangible assets ≥ $5,000,001.
Merger must close by Jan 24, 2026; sponsor and Fold stockholder support agreements in place.

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