▸ A temporary or permanent bitcoin network “fork” could adversely affect our business.· ● 1 ▸ Adverse economic conditions may adversely affect our business.· ● 1 ▸ Anti-takeover provisions contained in our charter and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.· ● 1 ▸ Any change to BitGo's fee schedule could adversely impact our business.· ● 1 ▸ Bitcoin rewards offered with the Fold Credit Card depend on third-party custodians and service providers, and issues with those parties or changes in law or regulation could disrupt rewards and adversely affect our business.· ● 1 ▸ Changes in U.S. tax laws, as well as the application of such laws, could adversely impact our financial position and operating results.· ● 1 ▸ Changes in card network rules or standards could adversely affect our business.· ● 1 ▸ Changes to, or changes to interpretations of, the U.S. federal, state, local or other jurisdictional tax laws could have a material adverse effect on our business, financial condition and results of operations.· ● 1 ▸ Credit card receivables will be held by a special purpose vehicle, and the SPV structure and related servicing and financing arrangements could expose us to additional legal, operational, liquidity and insolvency risks.· ● 1 ▸ Disputes with our customers could adversely impact our brand and reputation and our business, operating results, and financial condition.· ● 1 ▸ Due to our limited operating history, it may be difficult to evaluate our business and future prospects, and we may not be able to achieve or maintain profitability in any given period.· ● 1 ▸ Due to unfamiliarity and some negative publicity associated with bitcoin products and services, confidence or interest in our platforms may decline.· ● 1 ▸ Future developments regarding the treatment of crypto assets for U.S. tax purposes could adversely impact our business.· ● 1 ▸ If our estimates or judgment relating to our critical accounting estimates prove to be incorrect, our operating results could be adversely affected.· ● 1 ▸ If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our common stock could decline.· ● 1 ▸ If the information provided to us by applicants is incorrect or fraudulent, or if our fraud detection and identity verification controls fail, our results of operations and reputation may be harmed.· ● 1 ▸ If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results, and financial condition could be adversely affected.· ● 1 ▸ If we do not effectively scale our business, or are unable to maintain and improve our systems and processes, our operating results could be adversely affected.· ● 1 ▸ If we fail to develop, maintain, and enhance our brand and reputation, our business, operating results, and financial condition may be adversely affected.· ● 1 ▸ If we fail to retain existing customers or add new customers, or if our customers decrease their level of engagement with our products, services and platform, our business, operating results, and financial condition may be significantly harmed.· ● 1 ▸ If, following satisfaction of the conditions set forth in the Facility, we elect to sell to SZOP all of the 9,282,287 shares of Common Stock registered for resale under the Registration Statement, depending on the market prices of· ● 1 ▸ In the event of employee or service provider misconduct or error, our business may be adversely impacted.· ● 1 ▸ It is not possible to predict the actual number of shares of Common Stock we may sell to SZOP under the Facility, or the actual gross proceeds resulting from such sales.· ● 1 ▸ Loss of a critical banking or insurance relationship could adversely impact our business, operating results, and financial condition.· ● 1 ▸ group Other Risks Related to Fold’s Business and Financial Position· ● 1 ▸ Our ability to use our deferred tax assets may be subject to certain limitations under U.S. law.· ● 1 ▸ Our and our customers’ bitcoin could be subject to risk in the event of an insolvency of BitGo.· ● 1 ▸ Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition.· ● 1 ▸ Our culture emphasizes innovation, and if we cannot maintain this culture, our business and operating results could be adversely impacted.· ● 1 ▸ Our customers enter into agreements directly with Sutton Bank and BitGo.· ● 1 ▸ Our executive officers still have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively continue to manage our transition to being a public company· ● 1 ▸ Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition.· ● 1 ▸ Our investments in bitcoin are subject to volatile market prices and risks of loss.· ● 1 ▸ Our issuance of additional shares of common stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price.· ● 1 ▸ Our management has limited experience in operating a public company.· ● 1 ▸ Our operating results have and will significantly fluctuate, including due to the highly volatile nature of bitcoin.· ● 1 ▸ Our or our third-party partners’ failure to safeguard and manage our and our customers’ fiat currencies and bitcoin could adversely impact our business, operating results, and financial condition.· ● 1 ▸ Our organizational documents provide that we indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law.· ● 1 ▸ Our platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could harm our business.· ● 1 ▸ Our purpose for holding bitcoin in treasury is twofold: (1) to fulfill bitcoin rewards to customers in accordance with the terms and conditions of Fold’s user agreements (“Rewards Treasury”); and (2) as a treasury asset to support· ● 1 ▸ Our relationships with bank partners in the United States may subject us and our partners to additional regulatory scrutiny.· ● 1 ▸ Our strategy and focus on delivering high-quality, compliant, easy-to-use, and secure bitcoin-related financial services may not maximize short-term or medium-term financial results.· ● 1 ▸ Our tax information reporting obligations with respect to bitcoin transactions are subject to change.· ● 1 ▸ Rapid and significant technological changes continue to confront the industries in which we operate, including developments in digital banking, mobile financial apps, and point-of-service solutions, as well as developments in bitcoin.· ● 1 ▸ group Risks Related to Being a Public Company and Our Corporate Organization· ● 1 ▸ group Risks Related to Fold’s Business and Industry· ● 1 ▸ group Risks Related to Government Regulation and Privacy Matters· ● 1 ▸ group Risks Related to Intellectual Property· ● 1 ▸ group Risks Related to Our Credit Card· ● 1 ▸ group Risks Related to Our Employees and Other Service Providers· ● 1 ▸ group Risks Related to Our Equity Purchase Facility· ● 1 ▸ group Risks Related to Third Parties· ● 1 ▸ Sales of a substantial number of our securities in the public market by the selling stockholders named in our Registration Statement and/or by our existing securityholders could cause the price of our shares of Common Stock to fall.· ● 1 ▸ The Fold Credit Card is a new and complex product, and we may not be able to attract and retain cardholders or operate the program profitably.· ● 1 ▸ The Fold Credit Card is subject to extensive laws, regulations, and industry standards, and heightened regulatory scrutiny could increase our compliance costs, limit our product offerings, or result in enforcement actions.· ● 1 ▸ The laws and regulations related to payments and financial services are complex and vary across different jurisdictions in the U.S. Furthermore, changes in laws, rules and regulations have occurred and may occur in the future,· ● 1 ▸ The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely impact our business, operating results, and financial condition.· ● 1 ▸ The regulatory environment in which the consumer finance industry operates could have a material adverse effect on our business and operating results.· ● 1 ▸ The sale of our Common Stock to SZOP may cause dilution to existing stockholders and the subsequent sale of the shares of Common Stock acquired by SZOP, or the perception that such sales may occur, could cause the price of our Common Stock to fall.· ● 1 ▸ The slowing or stopping of the development or acceptance of bitcoin and bitcoin-based technologies, and blockchain networks more broadly, could have a material adverse effect on the successful development and adoption of our business.· ● 1 ▸ These provisions, alone or together, could delay hostile takeovers and changes in control of us or changes in the our Board and our management.· ● 1 ▸ Transferring bitcoin on the bitcoin network involves risks, which could result in loss of customer assets or our proprietary assets, customer disputes and other liabilities, which could adversely impact our business.· ● 1 ▸ Unfavorable media coverage could negatively affect our business.· ● 1 ▸ Volatility in the price of bitcoin could limit our options in obtaining cash funding on favorable terms.· ● 1 ▸ We are a remote-first company which subjects us to heightened operational risks.· ● 1 ▸ We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our securities may be less attractive to investors.· ● 1 ▸ We are exposed to risks associated with transaction disputes in connection with Fold-branded payment card transactions, which may adversely affect our business, financial condition, and results of operations.· ● 1 ▸ We are subject to economic and geopolitical risk, business cycles, and the overall level of consumer, business and government spending, which could negatively affect our business, financial condition, results of operations, and cash flows.· ● 1 ▸ We are subject to risks related to the banking and financial services ecosystem, and to our banking and crypto service providers specifically.· ● 1 ▸ We currently rely on third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our customers.· ● 1 ▸ We do not intend to pay dividends on our common stock for the foreseeable future.· ● 1 ▸ We have a history of negative cash flows.· ● 1 ▸ We may be responsible for significant verified fraud losses, charge-offs and other credit losses in connection with the Fold Credit Card, and our underwriting, pricing and risk management models may not be effective.· ● 1 ▸ We may be subject to additional regulatory scrutiny and recordkeeping requirements due to the recent bankruptcy case of Synapse Financial Technologies, Inc.· ● 1 ▸ We may be sued by third parties for alleged infringement of their intellectual property rights.· ● 1 ▸ We may from time to time make acquisitions and investments, which could require significant management attention, disrupt our business, result in dilution to our stockholders, and adversely affect our financial results.· ● 1 ▸ We may in the future enter into partnerships, collaborations, joint ventures, or strategic alliances with third parties. If we are unsuccessful in establishing or maintaining strategic relationships with these third parties or if these· ● 1 ▸ We may not be able to generate sufficient cash flow to service all of our obligations.· ● 1 ▸ We may not retroactively amend our bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents.· ● 1 ▸ We may suffer losses due to abrupt and erratic market movements.· ● 1 ▸ We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;· ● 1 ▸ We might require additional capital to support business growth, and this capital might not be available.· ● 1 ▸ While Fold regularly evaluates strategic opportunities, Fold does not currently have any formal plans, proposals or understandings to make any material acquisitions or strategic investments.· ● 1 ▸ While we believe that our risk management and compliance framework is designed to detect significant illicit activities conducted by our potential or existing customers, we cannot ensure that we will be able to detect all illegal· ● 1 ▸ A failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business.● · 1 ▸ A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.● · 1 ▸ Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.● · 1 ▸ Because we have not selected any specific target businesses with which to pursue a business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.● · 1 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.● · 1 ▸ Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.● · 1 ▸ Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.● · 1 ▸ If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.● · 1 ▸ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share.● · 1 ▸ If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.● · 1 ▸ If we hold a stockholder vote and must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.● · 1 ▸ If we seek stockholder approval of our initial business combination, our sponsor, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.● · 1 ▸ If you exercise your public warrants on a “cashless basis,” you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.● · 1 ▸ Implied value per share upon consummation of initial business combination $ 7.04● · 1 ▸ group Initial implied value per public share $ 10.10● · 1 ▸ NASDAQ may delist our securities from trading which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.● · 1 ▸ Our directors may decide not to enforce the indemnification obligations of Emerald ESG Sponsor, LLC, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.● · 1 ▸ Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.● · 1 ▸ Our sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.● · 1 ▸ Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.● · 1 ▸ Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate a business combination.● · 1 ▸ Past performance by our management team may not be indicative of future performance of an investment in the Company.● · 1 ▸ Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.● · 1 ▸ Risks Relating to our Search for, Consummation of, or Inability to Consummate,● · 1 ▸ group Risks Relating to our Securities● · 1 ▸ group Risks Relating to our Sponsor and Management Team● · 1 ▸ The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to consummate the most desirable business combination or optimize our capital structure.● · 1 ▸ The ability of our public stockholders to redeem their shares for cash may make us unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.● · 1 ▸ The requirements of being a public company may strain our resources and divert management’s attention.● · 1 ▸ Unlike many blank check companies, our balance sheet reflects negative stockholders’ equity.● · 1 ▸ We are an early stage company with no operating history and no revenue and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective.● · 1 ▸ We are dependent upon our officers and directors; the loss of any one or more of them could adversely affect our ability to complete a business combination.● · 1 ▸ We may attempt to consummate our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we expected, or at all.● · 1 ▸ We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our executive officers, directors or existing stockholders, which may raise potential conflicts of interest.● · 1 ▸ We may face risks related to environmental, social and corporate governance (ESG) businesses.● · 1 ▸ We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.● · 1 ▸ We may not be able to protect our intellectual property and we may be subject to infringement claims.● · 1 ▸ We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.● · 1 ▸ We may not hold an annual meeting of stockholders until after we consummate a business combination.● · 1 ▸ We may partner, submit a joint bid or enter into a similar transaction with holders of founder shares or an affiliate in connection with our pursuit of, or in connection with, a business combination.● · 1 ▸ We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.● · 1 ▸ We may seek investment opportunities in sectors outside of our industry focus (which may or may not be outside of our management’s area of expertise).● · 1 ▸ You will not be entitled to protections normally afforded to investors of many other blank check companies.● · 1 ▸ Your ability to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.● · 1 
