SEC Comment Letter 0000000000-24-012909 to Fold Holdings, Inc. (FLD)
Fold Holdings, Inc.
Date: Nov. 21, 2024 · CIK: 0001889123 · Accession: 0000000000-24-012909
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41168
Letter
November 21, 2024 Bracebridge Young Chief Executive Officer FTAC Emerald Acquisition Corp. 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 Re:FTAC Emerald Acquisition Corp. Preliminary Proxy on Schedule 14A Filed November 8, 2024 File No. 001-41168 Dear Bracebridge Young: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response After reviewing your response to this letter, we may have additional comments. Preliminary Proxy on Schedule 14A filed November 8, 2024 Risk Factors In the event the Amendment Proposals are approved and the Charter Amendment is effected, Nasdaq may delist our securities from trading . . ., page 13 We note that you are seeking to extend your termination date to a date beyond December 20, 2024, a date which would be greater than 36 months from your initial public offering. We also note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of the date of effectiveness of its IPO registration statement. Please revise to state that your securities will face immediate suspension and delisting action once you receive a delisting determination letter from Nasdaq after the 36-month window ends on December 20, 2024. Please disclose the risks of non-compliance with this rule, including that under the new framework, Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule. In addition, please also disclose the consequences of any such 1.
November 21, 2024 Page 2 suspension or delisting, including that your stock may be determined to be a penny stock and the consequences of that designation, that you may no longer be attractive as a merger partner if you are no longer listed on an exchange, any potential impact on your ability to complete an initial business combination, any impact on the market for your securities including demand and overall liquidity for your securities, and any impact on securities holders due to your securities no longer being considered "covered securities." We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Austin Stanton at 202-551-2197 or Lulu Cheng at 202-551-3811 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc:Derick Kauffman
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November 21, 2024
Bracebridge Young
Chief Executive Officer
FTAC Emerald Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re:FTAC Emerald Acquisition Corp.
Preliminary Proxy on Schedule 14A
Filed November 8, 2024
File No. 001-41168
Dear Bracebridge Young:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy on Schedule 14A filed November 8, 2024
Risk Factors
In the event the Amendment Proposals are approved and the Charter Amendment is effected,
Nasdaq may delist our securities from trading . . ., page 13
We note that you are seeking to extend your termination date to a date beyond
December 20, 2024, a date which would be greater than 36 months from your initial
public offering. We also note that you are currently listed on Nasdaq and that Nasdaq
Rule 5815 was amended effective October 7, 2024 to provide for the immediate
suspension and delisting upon issuance of a delisting determination letter for failure to
meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business
combinations within 36 months of the date of effectiveness of its IPO registration
statement. Please revise to state that your securities will face immediate suspension
and delisting action once you receive a delisting determination letter from Nasdaq
after the 36-month window ends on December 20, 2024. Please disclose the risks of
non-compliance with this rule, including that under the new framework, Nasdaq may
only reverse the determination if it finds it made a factual error applying the
applicable rule. In addition, please also disclose the consequences of any such 1.
November 21, 2024
Page 2
suspension or delisting, including that your stock may be determined to be a penny
stock and the consequences of that designation, that you may no longer be attractive
as a merger partner if you are no longer listed on an exchange, any potential impact on
your ability to complete an initial business combination, any impact on the market for
your securities including demand and overall liquidity for your securities, and any
impact on securities holders due to your securities no longer being considered
"covered securities."
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Austin Stanton at 202-551-2197 or Lulu Cheng at 202-551-3811 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Derick Kauffman