UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| The Stock Market LLC | ||||
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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.
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 | ||
| 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 |
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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.
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). |
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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 | |
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