FTAC Emerald Amends 8-K: Clarifies Stock, Warrant Terms

TL;DR

**FTAC Emerald (EMLD) just clarified its stock and warrant terms in an 8-K/A, pay attention to the $11.50 warrant exercise price.**

AI Summary

FTAC Emerald Acquisition Corp. (EMLD) filed an 8-K/A on January 9, 2024, amending a previous report from January 3, 2024. This amendment clarifies details regarding its Class A Common Stock, which has a par value of $0.0001 per share, and redeemable warrants, each exercisable for one share at $11.50. This matters to investors because it provides updated, precise information about the structure of their investment, particularly the terms of the warrants, which can impact future share dilution and potential returns.

Why It Matters

This filing provides updated, specific details about FTAC Emerald Acquisition Corp.'s stock and warrants, which is crucial for investors to understand the exact terms of their holdings and potential future value.

Risk Assessment

Risk Level: low — This is an amendment clarifying existing terms, not announcing a new, high-impact event, thus posing low immediate risk.

Analyst Insight

Investors should review the updated terms for the Class A Common Stock and redeemable warrants, particularly the $11.50 exercise price, to understand potential future dilution or opportunities if they hold warrants or plan to acquire them.

Key Numbers

• $0.0001 — Par Value per Share (This is the stated par value for each share of Class A Common Stock.)
• $11.50 — Warrant Exercise Price (This is the price at which each redeemable warrant can be exercised for one share of Class A Common Stock.)

Key Players & Entities

• FTAC Emerald Acquisition Corp. (company) — the registrant filing the 8-K/A
• $0.0001 (dollar_amount) — par value per share of Class A Common Stock
• $11.50 (dollar_amount) — exercise price per share for redeemable warrants
• January 3, 2024 (date) — date of the earliest event reported in the original 8-K
• January 9, 2024 (date) — filing date of the 8-K/A amendment

FAQ

Key Financial Figures

• $0.0001 — hare of Class A common stock, par value $0.0001 per share, and one-half of one redeemab
• $11.50 — r one share of Class A common stock for $11.50 per share EMLDW The Nasdaq Stock Ma

Filing Documents

• ea191387-8ka1_ftacemera.htm (8-K/A) — 43KB
• 0001213900-24-002172.txt ( ) — 272KB
• emld-20240103.xsd (EX-101.SCH) — 4KB
• emld-20240103_def.xml (EX-101.DEF) — 27KB
• emld-20240103_lab.xml (EX-101.LAB) — 37KB
• emld-20240103_pre.xml (EX-101.PRE) — 25KB
• ea191387-8ka1_ftacemera_htm.xml (XML) — 8KB

01. Other Events

Item 8.01. Other Events. On January 8, 2024, the Company announced that the special meeting of stockholders (the "Meeting") scheduled to be held on January 16, 2024 at 11:00 am Eastern Time will be postponed until 11:00 am Eastern Time on Friday, January 19, 2024. There is no change to the location, record date, purpose or any of the proposals to be acted upon at the Meeting. The deadline for public stockholders of the Company to elect to redeem (the "Optional Redemption") their shares of Class A common stock of the Company for cash shall be 5:00 p.m., Eastern time, on January 17, 2024. The Meeting is being held for the purposes of considering and voting on (i) an extension amendment to the Company's Amended and Restated Certificate of Incorporation, (ii) an extension amendment to the Investment Management Trust Agreement and (iii) an adjournment proposal (collectively, the "Proposals"), each as described in the Company's amended definitive proxy statement filed with the Securities and Exchange Commission ("SEC") on December 29, 2023. A copy of the press release is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as "believes," "expects," "intends," "plans," "estimates," "assumes," "may," "should," "will," "seeks," or other similar expressions. Such statements may include, but are not limited to, statements regarding shareholder approval of the Proposals and related redemptions, the amount of funds that may be available in the Trust Account following the extension, if approved, and the Company's ability to complete an initial business combination within the required time period. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the Proxy Statement and the Company's most recent Annual Report on Form 10-K and other documents filed with the SEC. Copies of such filings are available on the SEC's website at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements. Additional Information and Where to Find It Further information related to attendance, voting and the Proposals to be considered and voted on at the Meeting is described in the definitive proxy statement for the Meeting filed by the Company with the SEC on December 29, 2023 (the "Proxy Statement"), which has been mailed to the Company's shareholders of record as of the record date for the Meeting. Investors and security holders of the Company are advised to read the Proxy Statement because it contains important information about the Meeting and the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Subscription Agreement, dated January 3, 2024, by, between and among Polar Multi-Strategy Master Fund, FTAC Emerald Acquisition Corp., Emerald ESG Sponsor LLC, Emerald ESG Advisors, LLC, Emerald ESG Funding, LLC and, solely for the purposes of Section 1.5.2, Cohen Circle, LLC. (Previously filed on Current Report on Form 8-K filed on January 8, 2024 and incorporated herein by this reference). 99.1 Press release (Previously furnished on Current Report on Form 8-K filed on January 8, 2024 and incorporated herein by this reference). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 9, 2024 FTAC EMERALD ACQUISITION CORP. By: /s/ Bracebridge H. Young, Jr. Name: Bracebridge H. Young, Jr. Title: President and Chief Executive Officer 4

View Full Filing

View this 8-K/A filing on SEC EDGAR