FTAC Emerald Reports Material Agreements, Equity Sales on Jan 3

TL;DR

**FTAC Emerald just made big moves with its stock and warrants, signaling potential changes ahead.**

AI Summary

FTAC Emerald Acquisition Corp. (FTAC Emerald) filed an 8-K on January 8, 2024, reporting events from January 3, 2024, related to its units, Class A common stock, and redeemable warrants. The filing indicates the company entered into a material definitive agreement, created a direct financial obligation, and made unregistered sales of equity securities. This matters to investors because it signals significant corporate actions that could impact the company's capital structure and future operations, potentially affecting the value of their holdings.

Why It Matters

This filing indicates significant changes in FTAC Emerald's financial structure and equity, which could impact its future business combinations and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and unregistered sales of equity, which can introduce uncertainty regarding future dilution or strategic direction.

Analyst Insight

Investors should monitor FTAC Emerald for further announcements regarding the nature of the material definitive agreement and the impact of the unregistered equity sales on potential dilution or future mergers.

Key Numbers

• 0.0001 — par value per share of Class A Common Stock (standard par value for SPACs, indicating minimal intrinsic value per share)
• 11.50 — exercise price per share for redeemable warrants (the price at which warrant holders can buy common stock)
• 2024-01-03 — Date of earliest event reported (the specific date when the material events occurred)

Key Players & Entities

• FTAC Emerald Acquisition Corp. (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for FTAC Emerald
• 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 (company) — principal executive offices of FTAC Emerald

Forward-Looking Statements

• FTAC Emerald will announce a business combination target in the near future. (FTAC Emerald Acquisition Corp.) — medium confidence, target: 2024-06-30

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
• $550,000 — ement, Polar agreed to contribute up to $550,000 to ESG Funding (the "Capital Contributi
• $350,000 — tribution"). An initial capital call of $350,000 is intended to take place within five (
• $200,000 — rs may request a second capital call of $200,000 within five (5) business days of April
• $10.00 — e of Common Stock for each ten dollars ($10.00) of the Capital Contribution funded as

Filing Documents

• ea191243-8k_ftacemerald.htm (8-K) — 46KB
• ea191243ex10-1_ftacemerald.htm (EX-10.1) — 72KB
• ea191243ex99-1_ftacemerald.htm (EX-99.1) — 7KB
• 0001213900-24-001888.txt ( ) — 373KB
• 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
• ea191243-8k_ftacemerald_htm.xml (XML) — 7KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On January 3, 2024, FTAC Emerald Acquisition Corp. (the "Company") entered into a subscription agreement with Polar Multi-Strategy Master Fund ("Polar"), Emerald ESG Sponsor LLC ("ESG Sponsor"), Emerald ESG Advisors, LLC ("ESG Advisors") and Emerald ESG Funding, LLC ("ESG Funding" and collectively with ESG Sponsor and ESG Advisors, the "Sponsors"), to cover working capital requirements of the Company and costs related to a possible extension of the Company's trust liquidation date (the "Subscription Agreement"). Pursuant to the terms and subject to the conditions of the Subscription Agreement, Polar agreed to contribute up to $550,000 to ESG Funding (the "Capital Contribution"). An initial capital call of $350,000 is intended to take place within five (5) business days of the signing of the Subscription Agreement, and the Sponsors may request a second capital call of $200,000 within five (5) business days of April 1, 2024, subject to certain specified conditions. The Capital Contribution shall be repaid to Polar by ESG Funding upon the Company's closing of an initial business combination (the "Closing"). In consideration of the Capital Contribution, the Company has agreed to issue, or to cause the surviving entity following the Closing (the "Surviving Company") to issue, 1.0 share of common stock of the Surviving Company ("Common Stock") for each dollar of the Capital Contribution funded as of or prior to the Closing, which shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies and shall be registered as part of any registration statement to be filed in connection with the Closing or, if no such registration statement is filed in connection with the Closing, pursuant to the first registration statement to be filed by the Company or the Surviving Company following the Closing. The Capital Contribution is non-interest bearing and shall be repaid by

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 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 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. 99.1 Press release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 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 8, 2024 FTAC EMERALD ACQUISITION CORP. By: /s/ Bracebridge H. Young, Jr. Name: Bracebridge H. Young, Jr. Title: President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR