UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (I.R.S. Employer Identification Number) |
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Registrant’s telephone number, including
area code: (
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(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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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.
Explanatory Note
1
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
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 Company. Investors and security holders of the Company may also obtain a copy of the Proxy Statement, as well as other relevant documents that have been or will be filed by the Company with the SEC, without charge and once available, at the SEC’s website at www.sec.gov or by directing a request to: FTAC Emerald Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia, PA 19104.
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Participants in the Solicitation
The Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the Proposals to be considered and voted on at the Meeting. Information concerning the interests of the directors and executive officers of the Company is set forth in the Proxy Statement, which may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 | |
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Cover |
Jan. 03, 2024 |
|---|---|
| Document Type | 8-K/A |
| Amendment Flag | true |
| Amendment Description | This Amendment to Current Report on Form 8-K is being filed to amend the Current Report on Form 8-K filed by FTAC Emerald Acquisition Corp. (the “Company”) on January 8, 2024 (the “Original Form 8-K”) solely to include an updated deadline for stockholders to elect to receive cash in connection with the Optional Redemption (defined below). This Amendment solely amends and restates Items 8.01 and 9.01 as identified below. This Amendment does not amend any other item of the Original Form 8-K and the text of the Original Form 8-K is hereby incorporated by reference. |
| Document Period End Date | Jan. 03, 2024 |
| Entity File Number | 001-41168 |
| Entity Registrant Name | FTAC EMERALD ACQUISITION CORP. |
| Entity Central Index Key | 0001889123 |
| Entity Tax Identification Number | 86-2170416 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 2929 Arch Street |
| Entity Address, Address Line Two | Suite 1703 |
| Entity Address, City or Town | Philadelphia |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19104 |
| City Area Code | 215 |
| Local Phone Number | 701-9555 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
| Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant | |
| Title of 12(b) Security | Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant |
| Trading Symbol | EMLDU |
| Security Exchange Name | NASDAQ |
| Shares of Class A common stock, par value $0.0001 per share, included as part of the units | |
| Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share, included as part of the units |
| Trading Symbol | EMLD |
| Security Exchange Name | NASDAQ |
| Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share | |
| Title of 12(b) Security | Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share |
| Trading Symbol | EMLDW |
| Security Exchange Name | NASDAQ |