Fold, Inc. Announces Up To $30 Million Convertible Note Financing Backed by Bitcoin

Fold, Inc. (“Fold” or the “Company”), a pioneering bitcoin financial services company, has announced that it has closed a $20 million convertible note financing from ATW Partners, with an additional $10 million that may be provided in the parties’ mutual discretion upon the closing of its previously announced business combination with FTAC Emerald Acquisition Corp. (OTC: FLDD) (“FTAC Emerald”).

The initial convertible note is secured by the Company’s assets as collateral, including a portion of the Company’s proprietary bitcoin and will mature three years after Fold becomes a public company. The note will be convertible into common stock of the combined company at a fixed conversion price of $11.50 per share, representing a premium to the proposed business combination valuation. In connection with the convertible note, ATW Partners received warrants exercisable for common stock of the combined company with an exercise price of $12.50 per share. This innovative financing structure demonstrates strong investor confidence in Fold’s business model and growth strategy while providing immediate capital to accelerate the Company’s strategic initiatives.

“This financing represents a significant milestone for Fold, combining traditional convertible debt structures with digital asset backing in a way that provides both immediate capital and long-term alignment with our shareholders,” said Will Reeves, Chief Executive Officer of Fold. “We are grateful for ATW Partners’ support and confidence in our mission to expand access to premium bitcoin financial services and empower individuals to achieve their dreams, as we work toward completing our business combination and entering the public markets.”

The $20 million initial funding will be used to support growth initiatives and accelerate product development, with the remaining potential $10 million financing providing additional capital flexibility upon the closing of the business combination with FTAC Emerald.

The proposed business combination remain subject to customary closing conditions, including Securities and Exchange Commission (“SEC”) regulatory approvals and the approval of FTAC Emerald’s stockholders. The closing of the $10 million second tranche of convertible notes is subject to the mutual discretion of Fold and ATW Partners. In the event that the second tranche of convertible notes is completed, ATW Partners will receive additional warrants with an exercise price of $11.50 per share.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is serving as the exclusive financial advisor, capital markets advisor and placement agent to Fold.

On July 24, 2024, FTAC Emerald and Fold announced that it entered into a business combination agreement that is expected to result in the combined company being listed as a public company. The transaction continues to be expected to close in the first quarter of 2025.