Fold Holdings, Inc. (FLD): M&A transaction — Fold Holdings completes de-SPAC merger; Nasdaq listing expected Feb 19

Fold Holdings, Inc.

Business combination closed Feb 14, 2025; company renamed Fold Holdings, Inc.
3,304,183 shares redeemed at ~$11.07/share ($36.6M); $14.1M used for expenses; $799k retained.
Post-closing shares outstanding: 46,138,876; legacy Fold shares converted at ~0.825 ratio.
Common stock and warrants to trade on Nasdaq under 'FLD' and 'FLDDW' starting Feb 19.
Lock-up agreements end Aug 14, 2025; registration rights agreement requires filing within 20 business days.

item 1.01 item 2.01 item 5.06 item 4.01 item 3.03 item 5.03 item 5.01 item 5.02 item 5.05 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Fold Holdings, Inc.: Company ceased to be a shell company as a result of the Business Combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, the Company ceased to be a shell company.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Fold Holdings, Inc.: Adopted a new Code of Business Ethics and Conduct (effective 2025-02-14).

Change: code of ethics
Effective: 2025-02-14

Exact text from the filing

In connection with the Business Combination, on February 14, 2025, the Board approved and adopted a new Code of Business Ethics and Conduct applicable to all employees, officers and directors of the Company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Fold Holdings, Inc.: Amended and restated certificate of incorporation effective as of the Closing (effective 2025-02-14).

Change: charter amendment
Effective: 2025-02-14

Exact text from the filing

On February 14, 2025, in connection with the consummation of the Transactions, the Company amended and restated its certificate of incorporation, effective as of the Closing (the “A&R Charter”)

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Fold Holdings, Inc.: Amended and restated bylaws effective as of the Closing (effective 2025-02-14).

Change: bylaw amendment
Effective: 2025-02-14

Exact text from the filing

and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Fold Holdings, Inc. underwent a change of control involving FTAC Emerald Acquisition Corp., EMLD Merger Sub Inc., Fold, Inc. (closed 2025-02-14).

Action: change of control
Counterparty: FTAC Emerald Acquisition Corp., EMLD Merger Sub Inc., Fold, Inc.
Closing: 2025-02-14

Exact text from the filing

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on February 14, 2025 (the “Closing Date”), the Transactions were consummated (the “Closing”).

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13 governance changes filed in the last 30 days. Browse all governance changes →

Fold Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-014354

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