FTAC Emerald Nears Deal: Material Agreement, Bylaw Changes, Shareholder Vote

TL;DR

**FTAC Emerald is moving forward with a deal, expect a merger announcement soon.**

AI Summary

FTAC Emerald Acquisition Corp. (FTAC Emerald) filed an 8-K on January 22, 2024, reporting events from January 19, 2024. This filing indicates that FTAC Emerald entered into a material definitive agreement, amended its articles of incorporation or bylaws, and submitted matters to a vote of security holders. These actions are typical for a Special Purpose Acquisition Company (SPAC) nearing a business combination, suggesting a potential merger or acquisition is progressing. For investors, this means the company is actively working towards a deal, which could lead to a new operating business and a change in the stock's risk profile and future prospects.

Why It Matters

This filing signals significant progress towards a business combination for FTAC Emerald, potentially transforming it from a SPAC into an operating company, which could drastically alter its valuation and investment thesis.

Risk Assessment

Risk Level: medium — While progress is being made, the specific details of the material definitive agreement and the target company are not disclosed, leaving significant uncertainty about the future business and its prospects.

Analyst Insight

A smart investor would closely monitor FTAC Emerald for an imminent announcement of a target company, as the 'material definitive agreement' and 'shareholder vote' items strongly suggest a deal is in its final stages. This could be an opportunity for pre-merger speculation, but also carries the risk of the deal falling through or being unfavorable.

Key Numbers

• 001-41168 — SEC File Number (identifies FTAC Emerald's registration with the SEC)
• 86-2170416 — IRS Employer Identification Number (unique tax identifier for FTAC Emerald)

Key Players & Entities

• FTAC Emerald Acquisition Corp. (company) — the registrant filing the 8-K
• January 19, 2024 (date) — date of the earliest event reported
• January 22, 2024 (date) — date the 8-K was filed
• Delaware (company) — state of incorporation for FTAC Emerald Acquisition Corp.
• 001-41168 (dollar_amount) — Commission File Number
• 86-2170416 (dollar_amount) — I.R.S. Employer Identification Number
• 2929 Arch Street, Suite 1703, Philadelphia, PA 19104 (company) — address of principal executive offices
• (215) 701-9555 (dollar_amount) — registrant's telephone number

Forward-Looking Statements

• FTAC Emerald Acquisition Corp. will announce a definitive business combination agreement. (FTAC Emerald Acquisition Corp.) — high confidence, target: 2024-03-31
• The stock price of FTAC Emerald Acquisition Corp. will experience increased volatility. (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
• $10.6224 — hares for cash at a redemption price of $10.6224 per share, for an aggregate redemption
• $115,489,643 — gate redemption amount of approximately $115,489,643. Following such redemptions, 4,757,884

Filing Documents

• ea191962-8k_ftacemerald.htm (8-K) — 44KB
• ea191962ex3-1_ftacemerald.htm (EX-3.1) — 9KB
• ea191962ex10-1_ftacemerald.htm (EX-10.1) — 18KB
• 0001213900-24-005346.txt ( ) — 307KB
• emld-20240119.xsd (EX-101.SCH) — 4KB
• emld-20240119_def.xml (EX-101.DEF) — 27KB
• emld-20240119_lab.xml (EX-101.LAB) — 37KB
• emld-20240119_pre.xml (EX-101.PRE) — 25KB
• ea191962-8k_ftacemerald_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On January 19, 2024, FTAC Emerald Acquisition Corp., a Delaware corporation (the "Company"), held a special meeting of its stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved (A) an amendment (the "Charter Amendment") to the Company's Second Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate its initial business combination from January 19, 2024 to December 20, 2024 (or such earlier date as determined by the Company's Board of Directors); and (B) an amendment (the "Trust Amendment") to the Company's Investment Management Trust Agreement dated December 15, 2021, with Continental Stock Transfer & Trust Company, as trustee (the "Trust Agreement"), to allow the trustee to liquidate the trust account (as amended, the "Trust Account") established in connection with the Company's initial public offering at such time as may be determined by the Company as set forth in the Charter Amendment. The Charter Amendment was filed with the Delaware Secretary of State on January 19, 2024, and in connection therewith, the Company entered into the Trust Amendment to extend the term of the Trust Agreement. The foregoing descriptions of the Trust Amendment and the Charter Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 3.1 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. At the Meeting, the Company's stockholders approved the Charter Amendment, the Trust Amendment and a proposal to approve the adjournment of the Meeting from time to time if determined by the chairperson of the Meeting to be necessary or appropriate (the "Adjournment Proposal"). Charter Amendment Votes for Votes against Abstentions 20,992,408 325,099 0 Trust Amendment Votes for Votes against Abstentions 20,992,383 325,099 25 Adjournment Proposal Votes for Votes against Abstentions 20,992,408 325,099 0 1

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. In connection with the approval and implementation of the Charter Amendment, the holders of 10,872,266 publicly outstanding shares of Class A common stock of the Company ("Public Shares") exercised their right to redeem their shares for cash at a redemption price of $10.6224 per share, for an aggregate redemption amount of approximately $115,489,643. Following such redemptions, 4,757,884 Public Shares remain outstanding.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 10.1 Amendment No. 2 to the Investment Management Trust Agreement 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 22, 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