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UNITED STATES
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):
September 19, 2023
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, par value $0.0001 per share, and one-half of one redeemable warrant |
|
EMLDU |
|
The
Nasdaq Stock Market LLC |
Shares of Class A common stock, par value $0.0001 per share, included as part of the units |
|
EMLD |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share |
|
EMLDW |
|
The Nasdaq Stock Market LLC |
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 September 19, 2023, FTAC Emerald Acquisition
Corp., a Delaware corporation (the “Company”), held a special meeting in lieu of an annual 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 September 20, 2023 to January 19, 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 (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 September 19, 2023, 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.
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.
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 |
27,936,543 |
|
779,931 |
|
0 |
Trust Amendment
Votes for |
|
Votes against |
|
Abstentions |
27,935,932 |
|
780,542 |
|
0 |
Adjournment Proposal
Votes for |
|
Votes against |
|
Abstentions |
27,936,543 |
|
779,931 |
|
0 |
Item 7.01 Regulation FD Disclosure.
In connection with the approval and implementation
of the Charter Amendment, the holders of 9,239,192 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 approximately $10.4762 per share, for an aggregate redemption
amount of approximately $96,791,644. Following such redemptions, 15,630,150 Public Shares remain outstanding.
Item 8.01 Other Events.
Following the Meeting, Emerald ESG Sponsor, LLC
and Emerald ESG Advisors, LLC (collectively, the “Sponsors”), as the holders of 100% of the Company’s shares of Class
B common stock, par value $0.0001 per share, determined to convert all of the outstanding shares of Class B common stock to shares of
the Company’s Class A common stock, par value $0.0001 per share, on a one-for-one basis (collectively, the “Class B Conversion”).
Notwithstanding the Class B Conversion, the Sponsors, as well as the Company’s officers and directors, will be not entitled to receive
any funds held in the Trust Account with respect to any shares of Class A common stock issued to such holders as a result of the Class
B Conversion, and no additional amounts will be deposited into the trust account in respect of shares of Class A common stock held by
the Sponsors.
Item 9.01. Financial Statements and Exhibits.
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: September 25, 2023 |
FTAC EMERALD ACQUISITION CORP. |
|
|
|
By: |
/s/ Bracebridge H. Young, Jr. |
|
Name: |
Bracebridge H. Young, Jr. |
|
Title: |
President and Chief Executive Officer |
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FTAC EMERALD ACQUISITION CORP.
FTAC EMERALD ACQUISITION CORP., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:
1. The name
of the Corporation is “FTAC Emerald Acquisition Corp.” The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on February 19, 2021, as amended and restated on May 6, 2021, and as further amended
on November 12, 2021. A Second Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State
of the State of Delaware on December 15, 2021 (the “Second Amended and Restated Certificate”).
2. This
Amendment to the Second Amended and Restated Certificate of Incorporation (this “Amendment”) has been duly adopted
by the Board of Directors of the Corporation and approved by the Corporation’s stockholders in accordance with the provisions of
the Amended and Restated Certificate and Section 242 of the General Corporation Law of the State of Delaware.
3. This
Amendment further amends the provisions of the Second Amended and Restated Certificate.
4. The Amended
and Restated Certificate is hereby amended by deleting Article IX, Section 9.01(b) in its entirety and inserting the following
in lieu thereof:
“(b) Immediately after the Offering,
a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the
underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form
S-1, as initially filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2021,
as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”),
established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration
Statement. Except for the withdrawal of interest to pay franchise and income taxes (less up to $100,000 interest to pay dissolution expenses),
none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from
the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption
of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by January
19, 2024 (the “Extended Termination Date”), (iii) the redemption by the Corporation of 100% of the Offering
Shares before the Extended Termination Date at the sole discretion of the Board (the “Early Termination Date”),
and (iv) the redemption of shares in connection with a vote seeking to amend any provisions of the Amended and Restated Certificate
relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.07). Holders
of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether
such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders
are Emerald ESG Sponsor, LLC or Emerald ESG Advisors, LLC (the “Sponsor”) or officers or directors of the Corporation,
or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
5. The Second
Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.02(d) in its entirety and inserting the following
in lieu thereof:
“(d) In
the event that the Corporation has not consummated an initial Business Combination by the Extended Termination Date or, at the discretion
of the Board, the Early Termination Date, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible, but in any event no later than ten (10) business days thereafter, subject to lawfully available funds
therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by
dividing (A) the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the
Trust Account, less interest previously released to, or reserved for use by, the Corporation in an amount up to $100,000 to pay dissolution
expenses and less any other interest released to, or reserved for use by, the Corporation to pay franchise and income taxes, by (B) the
total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve
and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other
requirements of applicable law.”
6. The Second
Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.07 in its entirety and inserting the following
in lieu thereof:
“Additional
Redemption Rights. If, in accordance with Section 9.01(a), any amendment is made to Section 9.02(d) to
modify the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not
consummated an initial Business Combination by the Extended Termination Date or, at the discretion of the Board, the Early Termination
Date, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing
interest earned on the Trust Account, less any interest previously released to, or reserved for use by, the Corporation to pay franchise
and income taxes, divided by the number of then outstanding Offering Shares; provided, however, that any such
amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are
unable to redeem due to the Redemption Limitation.”
[signature page follows]
IN WITNESS WHEREOF, the undersigned has executed
this Certificate of Amendment on this 19th day of September, 2023.
|
FTAC EMERALD ACQUISITION CORP. |
|
|
|
By: |
/s/ Bracebridge H. Young, Jr. |
|
Name: |
Bracebridge H. Young, Jr. |
|
Title: |
Chief Executive Officer |
3
Exhibit 10.1
AMENDMENT NO. 1
TO
INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST
AGREEMENT (this “Amendment”) is made as of September 19, 2023, by and between FTAC Emerald Acquisition Corp.,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation
(the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment,
shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
WHEREAS, on December 15, 2021, the Company consummated
an initial public offering (the “Offering”) of units of the Company, each of which is composed of one share
of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), and one-half of one warrant, each
whole warrant entitling the holder thereof to purchase one share of Common Stock;
WHEREAS, $251,180,354 of net proceeds of the Offering
and sale of the Private Placement Units (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held
in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Common Stock included in
the Units issued in the Offering pursuant to the investment management trust agreement made effective as of December 15, 2021, by and
between the Company and the Trustee (the “Original Agreement”);
WHEREAS, the Company has sought the approval of the
holders of its Class A common stock and holders of its Class B common stock, par value $0.0001 per share (together the “Common
Stock”), at a special meeting to: (i) amend the Company’s amended and restated certificate of incorporation (the “Charter
Amendment”) to (a) extend the date by which the Company has to consummate a business combination from September 20, 2023
to January 19, 2024 (the “Extended Termination Date”), and (b) provide the board of directors of the
Company (the “Board”) with the right to cause the Company to redeem 100% of the shares of Common Stock included
as part of the units sold in the Offering at any time prior to the Extended Termination Date (the “Early Termination Date”);
and (ii) a proposal to amend the Original Agreement to (a) change the date by which the Company has to consummate a business combination
from September 20, 2023 to the Extended Termination Date, or in the Board’s sole discretion, the Early Termination Date as set forth
in the Charter Amendment (the “Trust Amendment”);
WHEREAS, holders of 65% of the then issued and outstanding
shares of Common Stock, voting together as a single class, approved the Charter Amendment and the Trust Amendment; and
WHEREAS, the parties desire to amend the Original Agreement
to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, the parties hereto agree as follows:
1. Amendment
to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from
the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial
Officer or Chairman of the board of directors (the “Board”) or other authorized officer of the Company (and
in the case of Exhibit A, jointly signed by the Representative), and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including any amounts representing interest earned on the Trust Account, less interest previously released
to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest
released to, or reserved for use by, the Company to pay franchise and income taxes as provided in this Agreement only as directed
in the Termination Letter and the other documents referred to therein, (y) January 19, 2024 (the “Termination Date”),
or (z) such earlier date as may be determined by the Board in its sole discretion, in which case the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust
Account, including any amounts representing interest earned on the Trust Account, less interest previously released to, or reserved
for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released to,
or reserved for use by, the Company to pay franchise and income taxes, shall be distributed to the Public Stockholders of record as of
such date. The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution
of Property that is to be made to the Public Stockholders and, in its separate capacity as Paying Agent, agrees to distribute such Property
directly to the Company’s Public Stockholders in accordance with the terms of this Agreement and the Company’s Certificate
of Incorporation in effect at the time of such distribution; ”
2. Miscellaneous
Provisions.
2.1. Successors.
All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the
benefit of their permitted respective successors and assigns.
2.2. Severability.
This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar
in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. Applicable
Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
2.4. Counterparts.
This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together
shall constitute but one instrument.
2.5. Effect
of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation
thereof.
2.6. Entire
Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes
all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to
the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and
terminated.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the date first above written.
|
Continental Stock Transfer & Trust Company,
as Trustee |
|
|
|
By: |
/s/ Francis Wolf |
|
Name: |
Francis Wolf |
|
Title: |
Vice President |
|
FTAC Emerald Acquisition Corp. |
|
|
|
By: |
/s/ Bracebridge H. Young, Jr. |
|
Name: |
Bracebridge H. Young, Jr. |
|
Title: |
Chief Executive Officer |
[Signature Page to Amendment to Investment Management
Trust Agreement]
3
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|
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|
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