FTAC Emerald Acquisition Corp. Reports Financial Obligation

TL;DR

FTAC Emerald Acquisition Corp. just filed an 8-K, looks like they've got a new financial obligation.

AI Summary

FTAC Emerald Acquisition Corp. filed an 8-K on October 25, 2024, reporting the creation of a direct financial obligation. The filing details the company's structure, including units consisting of common stock and redeemable warrants, and its common stock with a par value of $0.0001 per share.

Why It Matters

This filing indicates a new financial commitment or obligation for FTAC Emerald Acquisition Corp., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation can introduce new risks related to debt repayment, interest, and potential financial distress.

Key Numbers

• 0.0001 — Par Value per Share (This is the nominal value assigned to each share of common stock.)

Key Players & Entities

• FTAC Emerald Acquisition Corp. (company) — Filer of the 8-K report
• October 25, 2024 (date) — Date of the earliest event reported
• 0001889123 (company) — Central Index Key for FTAC Emerald Acquisition Corp.

FAQ

Key Financial Figures

• $0.0001 — arket Class A common stock, par value $0.0001 per share FLD NASDAQ Capital Market
• $2,000,000 — up to an aggregate principal amount of $2,000,000. The Promissory Note is non-interest be
• $65,000 — hares. On October 25, 2024, we borrowed $65,000 under the Promissory Note. Item 2.03.

Filing Documents

• ea0218679-8k425_ftac.htm (8-K) — 52KB
• ea021867901ex10-1_ftac.htm (EX-10.1) — 21KB
• 0001213900-24-090808.txt ( ) — 306KB
• fld-20241025.xsd (EX-101.SCH) — 4KB
• fld-20241025_def.xml (EX-101.DEF) — 27KB
• fld-20241025_lab.xml (EX-101.LAB) — 37KB
• fld-20241025_pre.xml (EX-101.PRE) — 25KB
• ea0218679-8k425_ftac_htm.xml (XML) — 7KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 FTAC EMERALD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41168 86-2170416 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 2929 Arch Street , Suite 1703 Philadelphia , PA 19104 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 215 ) 701-9555 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one share of Class A common stock and one-half ofw one redeemable warrant FLDDU NASDAQ Capital Market Class A common stock, par value $0.0001 per share FLD NASDAQ Capital Market Redeemable warrants, each whole warrant exercisable for one share of Class A common stock FLDDW NASDAQ Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. On October 25, 2024, FTAC Emerald Acquisition Corp. ("we," "us" or "FTAC Emerald") issued a promissory note (the "Promissory Note") to Frontier SPV, LLC (the "Lender"), an affiliate of FTAC Emerald's sponsors. Pursuant to the Promissory Note, the Lender agreed to loan us up to an aggregate principal amount of $2,000,000. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which we consummate a business combination (the "Maturity Date"). If we do not consummate a business combination, we may use a portion of any funds held outside the trust account into which we have placed the proceeds of our initial public offering (the "IPO") to repay the Promissory Note; however, no proceeds from the trust account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. No portion of the amounts outstanding under the Promissory Note may be converted into units or shares. On October 25, 2024, we borrowed $65,000 under the Promissory Note. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. See the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference. Important Information About the Proposed Business Combination and Where to Find It This document relates to a proposed transaction between Fold, Inc. ("Fold") and FTAC Emerald. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The parties have filed a registration statement on Form S-4 with the SEC, which includes a document that serves as a prospectus and proxy statement of FTAC Emerald, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all FTAC Emerald stockholders. FTAC Emerald also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of FTAC Emerald are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the p

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