FTAC Emerald Acquisition Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>FTAC Emerald Acquisition Corp. has filed its 2023 annual report, detailing its corporate structure and stock exchange listings.</b>

AI Summary

FTAC Emerald Acquisition Corp. (FLDDW) filed a Annual Report (10-K) with the SEC on March 26, 2024. FTAC Emerald Acquisition Corp. filed its annual report for the fiscal year ended December 31, 2023. The company is incorporated in Delaware and has an IRS Employer Identification Number of 86-2170416. Its principal executive offices are located at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104. The company's Class A common stock, redeemable warrants, and units are traded on the Nasdaq Global Market. FTAC Emerald Acquisition Corp. is not a well-known seasoned issuer and is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Why It Matters

For investors and stakeholders tracking FTAC Emerald Acquisition Corp., this filing contains several important signals. This filing provides a comprehensive overview of the company's financial and operational status for the fiscal year 2023, which is crucial for investors to assess its performance and future prospects. The report confirms the company's listing on the Nasdaq Global Market, indicating its status as a publicly traded entity and adherence to exchange regulations.

Risk Assessment

Risk Level: low — FTAC Emerald Acquisition Corp. shows low risk based on this filing. The filing is a standard annual report for a SPAC, with no immediate financial performance data or significant operational updates that would indicate high risk.

Analyst Insight

Review the full 10-K filing for detailed financial statements and any disclosures regarding business combination activities or liquidity.

Key Numbers

• 2023-12-31 — Fiscal Year End (Report period)
• 2024-03-26 — Filing Date (Date of filing)
• 001-41168 — SEC File Number (Commission file number)

Key Players & Entities

• FTAC Emerald Acquisition Corp. (company) — Registrant
• Nasdaq Global Market (company) — Exchange on which securities are registered
• 2023-12-31 (date) — Fiscal year end
• 2024-03-26 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 86-2170416 (identifier) — IRS Number
• 2929 Arch Street, Suite 1703, Philadelphia, PA 19104 (address) — Principal Executive Offices

FAQ

Risk Factors

• Filing Requirements [low — regulatory]: The company must file annual reports (10-K) and other required documents with the SEC to comply with securities regulations.
• Stock Exchange Listing [low — market]: The company's securities are listed on the Nasdaq Global Market, subject to exchange rules and delisting risks.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the annual financial statements.
• 2024-03-26: Filing Date — Date the 10-K report was officially submitted to the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the official annual financial and operational overview for FTAC Emerald Acquisition Corp.)

SPAC

Special Purpose Acquisition Company: a shell company that is created to raise capital through an initial public offering (IPO) to acquire an existing company. (FTAC Emerald Acquisition Corp. is identified as a blank check company, indicating its nature as a SPAC.)

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share EMLD Nasdaq Global Market Re
• $100,000 — (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses
• $10.00 — public offering, at a purchase price of $10.00 per unit for a total purchase price of
• $9.8 million — per unit for a total purchase price of $9.8 million; references to "placement units" are
• $251,180,354 — nt" are to the trust account into which $251,180,354 of the net proceeds of the initial publ
• $220,000,000 — ,000 units generating gross proceeds of $220,000,000. On January 11, 2022, the underwriter p
• $28,693,420, b — 9,342 units for total gross proceeds of $28,693,420, bringing the aggregate gross proceeds of
• $248,693,420 — ceeds of the initial public offering to $248,693,420. Simultaneously with the closing of th
• $9,760,810 — its, generating total gross proceeds of $9,760,810. 1 Following the closing of the initi
• $10.10 — ry 14, 2022, an amount of $251,180,354 ($10.10 per unit) from the net proceeds of the
• $10.4762 — at a redemption price of approximately $10.4762 per share, for an aggregate redemption
• $96,791,644 — gate redemption amount of approximately $96,791,644. Following the redemptions, 15,630,150
• $10.6224 — at a redemption price of approximately $10.6224 per share, for an aggregate redemption
• $115,489,643 — gate redemption amount of approximately $115,489,643. Following the redemptions, 4,757,884 s
• $100.0 million — former blank check company that raised $100.0 million in its initial public offering in Febru

Filing Documents

• f10k2023_ftacemer.htm (10-K) — 1129KB
• f10k2023ex21-1_ftacemerald.htm (EX-21.1) — 1KB
• f10k2023ex31-1_ftacemerald.htm (EX-31.1) — 12KB
• f10k2023ex31-2_ftacemerald.htm (EX-31.2) — 12KB
• f10k2023ex32-1_ftacemerald.htm (EX-32.1) — 5KB
• f10k2023ex32-2_ftacemerald.htm (EX-32.2) — 5KB
• f10k2023ex97-1_ftacemerald.htm (EX-97.1) — 25KB
• 0001213900-24-025648.txt (&nbsp;) — 4689KB
• emld-20231231.xsd (EX-101.SCH) — 45KB
• emld-20231231_cal.xml (EX-101.CAL) — 25KB
• emld-20231231_def.xml (EX-101.DEF) — 232KB
• emld-20231231_lab.xml (EX-101.LAB) — 359KB
• emld-20231231_pre.xml (EX-101.PRE) — 222KB
• f10k2023_ftacemer_htm.xml (XML) — 333KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 20 Item 1B. Unresolved Staff Comments 53 Item 1C. Cybersecurity 53 Item 2.

Properties

Properties 53 Item 3.

Legal Proceedings

Legal Proceedings 53 Item 4. Mine Safety Disclosure 53 PART II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 54 Item 6. [RESERVED] 55 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 55 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 61 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 61 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 62 Item 9A.

Controls and Procedures

Controls and Procedures 62 Item 9B. Other Information 62 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 62 PART III Item 10. Directors, Executive Officers and Corporate Governance 63 Item 11.

Executive Compensation

Executive Compensation 68 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 68 Item 13. Certain Relationships and Related Transactions, and Director Independence 71 Item 14. Principal Accountant Fees and Services 76 PART IV Item 15. Exhibits and Financial Statement Schedules 77 Item 16. Form 10-K Summary 78 i GLOSSARY OF TERMS Unless otherwise provided in this Annual Report on Form 10-K: references to "we," "us," "company" or "our company" refer to FTAC Emerald Acquisition Corp.; references to our "sponsor" refer collectively to Emerald ESG Sponsor, LLC, a Delaware limited liability company, and Emerald ESG Advisors, LLC, a Delaware limited liability company. The manager of each entity is Betsy Cohen; references to "CCM" are to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC. CCM is a broker dealer subsidiary of Cohen & Company Inc., a company of which our Chairman's son is also Chairman of the Board and a controlling stockholder. Affiliates of CCM also have and manage investment vehicles with a passive investment in our sponsor; references to "completion window" are to the period following the closing of the offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein; the completion window ends December 20, 2024; references to "initial holders" or "initial stockholders" are to our sponsor and any other holders of our founder shares immediately prior to our initial public offering; references to "founder shares" are to, prior to the Class B Conversion, 8,615,141 shares

BUSINESS

BUSINESS Overview We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, with one or more businesses or assets, which we refer to as our initial business combination. We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial business combination. We have concentrated our efforts on identifying companies in the Target Sectors that power transformation and innovation. Our expertise lends itself well to pursuing platforms related to the Target Sectors, but we are not required to complete our initial business combination with a business in these industries and, as a result, we may pursue a business combination outside of these industries. We expect to pursue global businesses but may also acquire a domestic company. We do not intend to acquire companies that have speculative business plans or are excessively leveraged. We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team's network and investing and operating experience do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until our initial business combination is completed. Past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. At December 31, 2023, we had not yet comme

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View this 10-K filing on SEC EDGAR