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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): October 18, 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 8.01. Other Events.

 

On October 18, 2023, FTAC Emerald Acquisition Corp. (the “Company”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) entered into a letter agreement pursuant to which Goldman Sachs waived all rights to the Deferred Discount (as defined in that certain Underwriting Agreement dated December 15, 2021, between the Company and Goldman Sachs). The Deferred Discount was for an amount of approximately $8.7 million and was owed upon consummation by the Company of an initial business combination. The Company continues to pursue an initial business combination but there is no assurance that it will be able to consummate one.

 

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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: October 20, 2023 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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