Bitcoin Rewards App Fold Files Form S-4 with SEC

Fold, a Bitcoin rewards app, officially submitted its S-4 filing with the U.S. Securities and Exchange Commission (SEC) on Monday. This submission follows the company's announcement in July about its intention to go public through a merger agreement with FTAC Emerald Acquisition Corp., a special purpose acquisition company listed on Nasdaq.

What is an S-4 Filing?

An S-4 filing serves as a registration statement with the SEC for a public company undergoing a merger or acquisition. The recent filing identifies FTAC Emerald as the registrant and Fold as the co-registrant.

The filing states, "On July 24, 2024, FTAC Emerald and EMLD Merger Sub Inc., a wholly-owned subsidiary of Emerald, entered into a Merger Agreement with Fold. Merger Sub will be merged with and into Fold with Fold surviving the Merger as a wholly-owned subsidiary of Emerald.”

Upon gaining regulatory and shareholder approval, the merged entity plans to continue trading on Nasdaq under the ticker symbol FLD. Fold reported that the agreement received unanimous support from both companies' boards, with the closing anticipated in the fourth quarter.

Stockholders converting stocks to Fold common stocks can expect to receive a total of approximately $365 million, potentially increasing to $419.75 million based on Bitcoin's price, in Emerald Class A common stock valued at $10.72 per share, as per the filing.

Special Meeting for Emerald Stockholders

The filing also announced a forthcoming special meeting for Emerald stockholders to vote on the business combination.

More Bitcoin

Fold provides users with the opportunity to earn Bitcoin cashback on everyday purchases from retailers such as Amazon, Uber, and Starbucks. Additionally, it offers a debit card that rewards users with Bitcoin for transactions, alongside earning bonuses through its rewards wheel spins. Built on the Bitcoin Lightning Network, Fold features include earning Bitcoin through mortgage and rent payments.

The company stated its plans to broaden its custody and trading program, improve access for users in states where it currently lacks support, enable Bitcoin deposits as a funding option, open its exchange product to non-Fold cardholders, and include OTC desk services for larger orders.

As of July 31, Fold maintained approximately 1,002 BTC ($63.2 million) as part of its investment treasury and plans to continue to accumulate Bitcoin, citing favorable macro conditions for increasing its balance sheet investments at current market prices.