Financial Services and Products - Fold offers a free FDIC-insured checking account and a Visa prepaid debit card, allowing customers to earn up to 1.5% back on purchases and up to 20% back through merchant offers[33][34]. - The Fold Card allows customers to receive paychecks up to three days early and supports bill payments[33]. - Users can purchase bitcoin through various methods, including spot buys, recurring trades, direct deposits, and round-ups, enhancing user engagement[48]. - Fold's pre-paid debit card is issued by Sutton Bank, allowing users to manage their funds in USD while also facilitating bitcoin transactions[47]. - The Fold Rewards Program enables users to earn bitcoin rewards for various qualifying actions, with rewards calculated based on the USD-BTC exchange rate at the time of the transaction[35]. - Customers can earn rewards through various actions, including referral bonuses and daily spins, with the potential for rewards to expire if accounts remain inactive for over twelve months[36][37]. Bitcoin Strategy and Investment - Fold actively invests in and accumulates bitcoin for its treasury, believing it offers long-term value preservation compared to traditional fiat currencies[30]. - The company views bitcoin as a long-term strategic investment, considering it a hedge against inflation and a unique store of value[82]. - Fold has accumulated more than 1,000 bitcoin in its Investment Treasury as of December 31, 2024, and plans to continue accumulating bitcoin over time[81]. - The company aims to maintain a balance of bitcoin in its Rewards Treasury equal to or greater than its customer rewards liabilities[39]. Customer Demographics and Engagement - Fold's core customer demographic is primarily aged between 25-54 years, with 80% having prime credit and 65% earning over $100K annually[66]. - Fold's Daily Spin Wheel feature allows users to earn bitcoin rewards, increasing user interaction and retention[52]. - The company’s ability to accurately forecast customer demand for Bitcoin and manage its Bitcoin balances is critical for fulfilling customer rewards and maintaining financial stability[210]. Regulatory Environment and Compliance - The company operates in a rapidly evolving regulatory environment, ensuring compliance with various laws and regulations impacting its business[102]. - The company faces risks related to regulatory changes that could impact its ability to offer products and services, as well as potential fines and reputational harm due to non-compliance[137]. - The company emphasizes the importance of safeguarding user privacy and adheres to regulations such as the Gramm-Leach-Bliley Act (GLBA) and California Consumer Privacy Act (CCPA)[116]. - The company is subject to audits and regulatory requirements due to its relationship with Sutton Bank, which may adversely affect its business and financial condition[143]. Competition and Market Position - The company operates in a highly competitive industry, facing competition from both traditional financial firms and innovative startups, which may impact its market position[147]. - Competitors may have advantages such as larger customer bases, greater resources, and the ability to offer products that the company cannot due to regulatory constraints[149]. - The company has identified a unique opportunity in the market to provide bitcoin-native specialty financial services, positioning itself as a first mover in this space[78]. Growth and Development Strategy - Fold's growth strategy includes expanding relationships with existing and new rewards partners to drive further adoption and create mutual growth opportunities[94]. - The company aims to enhance its bitcoin financial services platform through continued investment in product development, sales, and marketing to expand its user base[92]. - The company plans to pursue strategic acquisitions to enhance its scale and enter new verticals, adding complementary capabilities to its platform[98]. - The company must continuously innovate to keep pace with rapidly evolving market demands; failure to do so could materially affect its business and financial results[152]. Operational Risks and Challenges - The company's operating results are significantly influenced by the volatile nature of Bitcoin, leading to fluctuations in performance from quarter to quarter[133]. - The company may face operational difficulties if it fails to effectively manage its growth and scaling back initiatives, which could adversely affect its business and financial condition[202]. - Any material failure in managing Bitcoin or cash could lead to reputational harm, regulatory actions, and significant financial losses[184]. - The company faces significant risks if it cannot keep pace with rapid industry changes, which could lead to a decline in net revenue and adversely impact its financial condition[162]. Technology and Infrastructure - The company must continuously enhance its technology offerings to remain competitive and attract high-frequency traders[162]. - Significant costs are expected for the company to develop and upgrade its technical infrastructure to meet evolving industry needs[162]. - Continuous modification and enhancement of products and services is necessary to keep pace with technological changes and ensure compatibility with third-party infrastructures[217]. Employee and Organizational Structure - As of December 31, 2024, the company employed a total of 28 full-time employees and various part-time contractors[120]. - The company is committed to attracting and retaining talent through competitive compensation, benefits, and a robust training and development curriculum[123]. - The company has experienced significant growth in employee headcount and customer growth, but has also faced challenges in scaling back operations due to changing economic conditions[199].

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) The unaudited condensed financial statements detail the company's financial position, operational results, and cash flows [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) | Metric | Sep 30, 2024 (Unaudited) | Dec 31, 2023 | Change | | :--------------------------------- | :----------------------- | :------------- | :------- | | Total assets | $52,156,156 | $165,959,208 | (68.69%) | | Investments held in Trust Account | $51,996,271 | $165,653,149 | (68.63%) | | Total current liabilities | $6,406,868 | $3,394,026 | 88.77% | | Total liabilities | $7,561,868 | $4,549,026 | 66.24% | | Total stockholders' deficit | $(7,401,983) | $(4,311,700) | (71.68%) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | General and administrative expenses | $801,420 | $683,551 | $2,154,179 | $2,250,994 | | Interest income (Trust Account) | $668,748 | $3,278,712 | $2,353,695 | $9,027,924 | | Interest expense | $(128,012) | $0 | $(323,197) | $0 | | Non-redemption agreement expense | $0 | $(708,400) | $(838,825) | $(708,400) | | Net (loss) income | $(397,026) | $1,206,590 | $(1,444,875) | $4,202,024 | | Basic and diluted net (loss) income per common stock, Class A | $(0.03) | $0.04 | $(0.10) | $0.12 | [Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) | Metric | Dec 31, 2023 | Sep 30, 2024 (Unaudited) | Change | | :------------------------------------------ | :----------- | :----------------------- | :------- | | Total Stockholders' Deficit | $(4,311,700) | $(7,401,983) | (71.68%) | | Accretion of common stock subject to possible redemption (9 months) | N/A | $(1,764,032) | N/A | | Contribution from the Sponsor (9 months) | N/A | $838,825 | N/A | | Excise taxes on stock redemption (9 months) | N/A | $(1,154,897) | N/A | | Net loss (9 months) | N/A | $(1,444,875) | N/A | [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) | Metric | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | | Net (loss) income | $(1,444,875) | $4,202,024 | | Net cash used in operating activities | $(2,055,335) | $(4,039,176) | | Net cash provided by investing activities | $116,010,573 | $99,283,690 | | Net cash used in financing activities | $(113,964,643) | $(95,291,644) | | Net Change in Cash | $(9,405) | $(47,130) | | Cash – End of period | $20,439 | $25,623 | | Excise tax on stock redemption (noncash) | $1,154,897 | $967,916 | [Notes to Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) [NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS](index=9&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) The company, a blank check entity, has extended its combination deadline and entered a merger agreement with Fold, Inc - The Company is a blank check company incorporated in Delaware on February 19, 2021, for the purpose of effecting a business combination[25](index=25&type=chunk) - As of September 30, 2024, the Company had not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[26](index=26&type=chunk) - On July 24, 2024, the Company announced a **Merger Agreement with Fold, Inc.**, where Fold will become a wholly-owned subsidiary of the Company[40](index=40&type=chunk)[111](index=111&type=chunk) [Liquidity and Going Concern](index=11&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS_Liquidity%20and%20Going%20Concern) - As of September 30, 2024, the Company had **$20,439 in cash** and a **working capital deficit of $6,159,733**[41](index=41&type=chunk) - The Company has until **December 20, 2024**, to consummate a Business Combination, and failure to do so will result in mandatory liquidation, raising **substantial doubt about its ability to continue as a going concern**[45](index=45&type=chunk)[160](index=160&type=chunk) - The Sponsor or affiliates may loan funds for working capital, with **$3,000,000 outstanding** as of September 30, 2024, under a promissory note[42](index=42&type=chunk)[43](index=43&type=chunk) [Subscription Agreement](index=13&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS_Subscription%20Agreement) - On January 3, 2024, the Company entered into a subscription agreement with Polar Multi-Strategy Master Fund and its Sponsors for up to **$550,000 in capital contributions** to cover working capital[47](index=47&type=chunk)[153](index=153&type=chunk) - The Capital Contribution is non-interest bearing and will be repaid to Polar by ESG Funding upon the closing of an initial business combination, either in **common stock (1 share for $10) or cash**[48](index=48&type=chunk)[154](index=154&type=chunk) - If the Company liquidates without a business combination, remaining cash accounts (excluding the Trust Account) will be paid to Polar up to the funded Capital Contribution amount[49](index=49&type=chunk)[155](index=155&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the accounting policies used in preparing the unaudited condensed financial statements [Basis of Presentation](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Basis%20of%20Presentation) - Financial statements are prepared in accordance with **GAAP for interim information** and SEC rules for interim financial reporting[51](index=51&type=chunk) - Certain information or footnote disclosures normally included in GAAP financial statements have been condensed or omitted[51](index=51&type=chunk) [Emerging Growth Company](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Emerging%20Growth%20Company) - The Company is an **"emerging growth company"** and can take advantage of exemptions from various reporting requirements[54](index=54&type=chunk) - The Company has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[55](index=55&type=chunk) [Use of Estimates](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Use%20of%20Estimates) - Management makes estimates and assumptions that affect reported amounts of assets, liabilities, and expenses[56](index=56&type=chunk) - Actual results could differ significantly from estimates due to future confirming events[57](index=57&type=chunk) [Cash and Cash Equivalents](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Cash%20and%20Cash%20Equivalents) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :----- | :----------- | :----------- | | Cash | $20,439 | $29,844 | | Cash Equivalents | $0 | $0 | [Investments Held in Trust Account](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Investments%20Held%20in%20Trust%20Account) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :-------------------------- | :----------- | :----------- | | Investments held in Trust Account | $51,996,271 | $165,653,149 | - Proceeds from the Public Offering are invested in U.S. government securities or money market funds[59](index=59&type=chunk) [Net (Loss) Income Per Common Stock](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Net%20(Loss)%20Income%20Per%20Common%20Stock) | Metric | 3 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2024 | | :------------------------------------------ | :-------------------------- | :-------------------------- | | Basic and diluted net (loss) income per common stock, Class A | $(0.03) | $(0.10) | - Warrants are excluded from diluted EPS calculation due to their exercise being contingent upon future events[60](index=60&type=chunk) [Class A Common Stock Subject to Possible Redemption](index=16&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Class%20A%20Common%20Stock%20Subject%20to%20Possible%20Redemption) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :------------------------------------------ | :----------- | :----------- | | Shares subject to possible redemption | 4,757,884 | 15,630,150 | | Value of Class A common stock subject to possible redemption | $51,996,271 | $165,721,882 | - Class A common stock subject to possible redemption is classified as **temporary equity** due to redemption rights outside the Company's control[63](index=63&type=chunk) [Fair Value of Financial Instruments](index=16&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Fair%20Value%20of%20Financial%20Instruments) - Fair value of financial instruments approximates carrying amounts due to their short-term nature[64](index=64&type=chunk) - The Company uses a **three-tier fair value hierarchy (Level 1, 2, 3)** for measuring fair value[65](index=65&type=chunk)[67](index=67&type=chunk) [Warrant Classification](index=16&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Warrant%20Classification) - Warrants are classified as **equity** in accordance with ASC 815-40[66](index=66&type=chunk) [Income Taxes](index=17&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Income%20Taxes) - The Company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities[68](index=68&type=chunk) - A **full valuation allowance** is recorded against deferred tax assets[68](index=68&type=chunk) | Metric | 3 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2023 | | :---------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Effective tax rate | 52.3% | 50.12% | (26.21)% | (27.54)% | [Concentration of Credit Risk](index=18&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Concentration%20of%20Credit%20Risk) - Cash accounts in financial institutions may exceed FDIC coverage limits, posing a concentration of credit risk[73](index=73&type=chunk) [Recent Accounting Standards](index=18&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Recent%20Accounting%20Standards) - No material effect is expected from recently issued, but not yet effective, accounting standards[74](index=74&type=chunk) [Risks and Uncertainties](index=18&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_Risks%20and%20Uncertainties) - Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) could adversely affect the Company's search for a business combination[75](index=75&type=chunk)[76](index=76&type=chunk) - The Inflation Reduction Act of 2022 imposes a **1% excise tax** on stock repurchases, potentially reducing cash available for a business combination[78](index=78&type=chunk)[79](index=79&type=chunk) - As of September 30, 2024, the Company recorded a **$2,122,813 excise tax liability** for shares redeemed on September 19, 2023, and January 19, 2024[80](index=80&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=19&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The company completed its IPO in December 2021 and sold additional units via an over-allotment option in January 2022 - IPO completed on December 20, 2021, selling **22,000,000 units at $10.00 per unit**[82](index=82&type=chunk) - An additional **2,869,342 units** were sold on January 14, 2022, through a partial exercise of the over-allotment option[82](index=82&type=chunk) - Class A common stock from the IPO is subject to redemption and classified as **temporary equity**[83](index=83&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=21&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) The Sponsor purchased private placement units concurrently with the IPO and over-allotment exercise - Sponsor purchased **890,000 Private Placement Units for $8,900,000** concurrently with the IPO[87](index=87&type=chunk) - An additional **86,081 Private Placement Units** were sold to the Sponsor for **$860,810** with the over-allotment exercise[87](index=87&type=chunk) - Private Placement Warrants have transfer restrictions for the Sponsor and its permitted transferees[88](index=88&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=21&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This section details transactions with related parties, including Founder Shares, promissory notes, and service agreements [Founder Shares](index=21&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS_Founder%20Shares) - The Sponsor initially purchased 7,992,750 Class B common shares, adjusted to **8,763,333 Founder Shares**[89](index=89&type=chunk) - All outstanding Class B Founder Shares were **converted to Class A common stock** following a stockholder meeting on September 19, 2023[89](index=89&type=chunk) - Founder Shares are subject to transfer restrictions tied to the consummation of the initial Business Combination and Class A common stock price thresholds[90](index=90&type=chunk) [Promissory Note —Related Party](index=22&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS_Promissory%20Note%20—Related%20Party) - The Sponsor or affiliates may loan funds for working capital, with **$3,000,000 outstanding** as of September 30, 2024, under a non-interest bearing promissory note[92](index=92&type=chunk)[94](index=94&type=chunk) - The aggregate principal amount of the Promissory Note was **increased from $1,500,000 to $3,000,000** on October 16, 2023[94](index=94&type=chunk) - Loans are due upon a business combination; if no combination, they may be repaid from working capital outside the Trust Account, or unpaid amounts would be forgiven[94](index=94&type=chunk) [Administrative Services Agreement](index=22&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS_Administrative%20Services%20Agreement) - The Company pays the Sponsor **$30,000 per month** for administrative services[95](index=95&type=chunk) | Metric | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Administrative support services incurred | $270,000 | $270,000 | - As of September 30, 2024, **$556,451** of administrative support services was included in due to related party[95](index=95&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=22&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This section details the company's commitments, including registration rights, fees, and the merger with Fold, Inc [Registration Rights](index=22&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Registration%20Rights) - Holders of Founder Shares, Private Placement Units, and Working Capital Loan conversion units have registration rights[96](index=96&type=chunk) - Holders can make up to **three demands for registration**, and also have "piggy-back" rights[96](index=96&type=chunk) - The Company will bear the expenses incurred in connection with the filing of any such registration statements[96](index=96&type=chunk) [Warrant Amendments](index=23&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Warrant%20Amendments) - Warrant terms can be amended without consent to cure ambiguities or maintain equity classification[98](index=98&type=chunk) - Amendments adversely affecting public warrant holders require approval by at least **50% of outstanding Public Warrants**[98](index=98&type=chunk) [Underwriting Agreement](index=23&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Underwriting%20Agreement) - Underwriter earned a cash underwriting discount of **$4,973,868**[99](index=99&type=chunk) - Deferred underwriting discount of **$8,704,270 was waived** by the underwriter on October 18, 2023, and recorded to additional paid-in capital[99](index=99&type=chunk)[166](index=166&type=chunk) [Financial Advisory Fee](index=23&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Financial%20Advisory%20Fee) - CCM received a fee for IPO advisory services and is entitled to additional advisory fees upon the closing of a business combination[100](index=100&type=chunk)[101](index=101&type=chunk) - A deferred advisory fee of **$1,155,000 was reversed** and recognized as an expense as of December 31, 2023, following the underwriter's waiver of its deferred underwriting discount[102](index=102&type=chunk)[167](index=167&type=chunk) [Non-redemption Agreements](index=24&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Non-redemption%20Agreements) - In September 2023, the Company agreed to issue **1,610,000 Class A Investor Shares** for non-redemption commitments, with an estimated fair value of **$708,400**[104](index=104&type=chunk) - In January 2024, the Company agreed to issue **1,112,500 Class A Investor Shares** for non-redemption commitments, with an estimated fair value of **$838,825**[105](index=105&type=chunk) - The fair value of these Investor Shares was recorded as an expense with a corresponding credit to additional paid-in capital[104](index=104&type=chunk)[105](index=105&type=chunk) [Merger Agreement](index=25&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES_Merger%20Agreement) - On July 24, 2024, the Company entered into a **Merger Agreement with Fold, Inc.**, making Fold a wholly-owned subsidiary[111](index=111&type=chunk) - Aggregate consideration will be Class A common stock based on Fold's **pre-money equity value of $365 million**[113](index=113&type=chunk) - Consideration may increase by up to **$54.75 million** if Bitcoin's 60-volume weighted average price exceeds **$90,000** prior to closing[113](index=113&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=25&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT) This section details the company's capital structure, including authorized and outstanding shares and warrants [Preferred Stock](index=25&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT_Preferred%20Stock) - **1,000,000 shares** of preferred stock are authorized, but none are issued or outstanding[115](index=115&type=chunk) [Class A Common Stock](index=26&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT_Class%20A%20Common%20Stock) - **42,000,000 shares** of Class A common stock are authorized[117](index=117&type=chunk) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :------------------------------------------ | :----------- | :----------- | | Class A common stock issued and outstanding | 14,349,106 | 25,221,372 | | Class A common stock subject to possible redemption | 4,757,884 | 15,630,150 | [Class B Common Stock](index=26&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT_Class%20B%20Common%20Stock) - **10,000,000 shares** of Class B common stock are authorized[118](index=118&type=chunk) - All outstanding Class B common stock was **converted to Class A common stock** following the September 19, 2023, meeting[118](index=118&type=chunk) - No Class B common stock was issued or outstanding as of September 30, 2024, and December 31, 2023[118](index=118&type=chunk) [Warrants](index=26&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT_Warrants) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :-------------------------- | :----------- | :----------- | | Public Warrants outstanding | 12,434,671 | 12,434,671 | | Private Placement Warrants outstanding | 488,041 | 488,041 | - Each whole warrant entitles the holder to purchase one Class A common stock at **$11.50 per share**, subject to adjustment[119](index=119&type=chunk) - The Company may redeem outstanding warrants under specific conditions, including a Class A common stock price exceeding **$18.00 for 20 trading days** within a 30-day period[124](index=124&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=27&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) The company's Trust Account investments are Level 1 fair value, while a promissory note is classified as Level 3 [Promissory note valuation](index=29&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS_Promissory%20note%20valuation) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :-------------------------------- | :----------- | :----------- | | Investments held in Trust Account (Level 1) | $51,996,271 | $165,653,149 | | Promissory Note, net of discount (Level 3) | $438,501 | $0 | - The promissory note was valued using a **Black Scholes model**, considered a **Level 3** fair value measurement[127](index=127&type=chunk) - Key inputs for the Black Scholes model included a **3.90% risk-free interest rate**, **5.0-year term**, and **20.0% probability of de-SPAC**[127](index=127&type=chunk) [NOTE 9. SUBSEQUENT EVENTS](index=29&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) The company issued two non-interest bearing promissory notes to an affiliate of the Sponsors after the reporting period - On October 25, 2024, the Company issued a promissory note to Frontier SPV, LLC for up to **$2,000,000**[129](index=129&type=chunk) - On October 31, 2024, the Company issued a promissory note to Frontier for **$973,116.44** to satisfy excise tax liability[130](index=130&type=chunk) - Both subsequent promissory notes are non-interest bearing and due upon consummation of a Business Combination[129](index=129&type=chunk)[130](index=130&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, liquidity challenges, and merger progress [Special Note Regarding Forward-Looking Statements](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Special%20Note%20Regarding%20Forward-Looking%20Statements) - The report includes forward-looking statements subject to risks and uncertainties[132](index=132&type=chunk) - Actual results may differ materially from those discussed in forward-looking statements[132](index=132&type=chunk) - The Company disclaims any intention or obligation to update or revise forward-looking statements[132](index=132&type=chunk) [Overview](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Overview) - The Company is a blank check company formed in February 2021 to effect a business combination[133](index=133&type=chunk) - The Company expects to incur significant costs in pursuing acquisition plans[134](index=134&type=chunk) - Operating revenues are not expected until after the completion of a business combination[141](index=141&type=chunk) [Recent Developments](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Recent%20Developments) - Stockholders approved extensions for the business combination deadline to January 19, 2024, and then to **December 20, 2024**[135](index=135&type=chunk)[138](index=138&type=chunk) - Redemptions of Class A common stock totaled approximately **$96.79 million** in September 2023 and **$115.49 million** in January 2024[135](index=135&type=chunk)[138](index=138&type=chunk) - Non-redemption agreements were entered into, and all Class B common stock was converted to Class A common stock[136](index=136&type=chunk)[137](index=137&type=chunk)[139](index=139&type=chunk) - A **Merger Agreement with Fold, Inc.** was announced on July 24, 2024[140](index=140&type=chunk) [Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Results%20of%20Operations) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net (loss) income | $(309,776) | $1,206,590 | $(1,357,625) | $4,202,024 | | General and administrative expenses | $801,420 | $683,551 | $2,154,179 | $2,250,994 | | Interest income (Trust Account) | $668,748 | $3,278,712 | $2,353,695 | $9,027,924 | | Non-redemption agreement expense | $0 | $(708,400) | $(838,825) | $(708,400) | [Liquidity and Capital Resources](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Liquidity%20and%20Capital%20Resources) - As of September 30, 2024, the Company had **$20,439 in cash** outside of trust and a **working capital deficit of $6,159,733**[150](index=150&type=chunk) - Investments in the Trust Account decreased to **$51,996,271** as of September 30, 2024, following significant redemptions[152](index=152&type=chunk) - The Company relies on Working Capital Loans from the Sponsor (**$3,000,000 outstanding**) and a Subscription Agreement with Polar (up to **$550,000**) to finance operations and transaction costs[151](index=151&type=chunk)[153](index=153&type=chunk) [Going Concern](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Going%20Concern) - The Company has until **December 20, 2024**, to consummate a Business Combination[160](index=160&type=chunk) - The liquidity condition and mandatory liquidation raise **substantial doubt** about the Company's ability to continue as a going concern[160](index=160&type=chunk) - Management intends to consummate a Business Combination prior to December 20, 2024[160](index=160&type=chunk) [Off-Balance Sheet Financing Arrangements](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Off-Balance%20Sheet%20Financing%20Arrangements) - The Company has no off-balance sheet arrangements as of September 30, 2024[161](index=161&type=chunk) [Contractual Obligations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Contractual%20Obligations) - The Company pays a monthly administrative services fee of **$30,000** to the Sponsor[163](index=163&type=chunk) - Holders of founder shares, private placement units, and working capital loan conversion units are entitled to registration rights[164](index=164&type=chunk) - The deferred underwriting discount of **$8,704,270 was waived** by the underwriter on October 18, 2023[166](index=166&type=chunk) - CCM is entitled to an advisory fee upon the closing of a Business Combination[167](index=167&type=chunk) [Critical Accounting Policies and Estimates](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Critical%20Accounting%20Policies%20and%20Estimates) [Class A Common Stock Subject to Possible Redemption](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Critical%20Accounting%20Policies%20and%20Estimates_Class%20A%20Common%20Stock%20Subject%20to%20Possible%20Redemption) - Class A common stock subject to possible redemption is classified as **temporary equity**[170](index=170&type=chunk) - Changes in redemption value are recognized immediately, adjusting the carrying value to the redemption value at each period end[171](index=171&type=chunk) [Net (Loss) Income Per Common Share](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Critical%20Accounting%20Policies%20and%20Estimates_Net%20(Loss)%20Income%20Per%20Common%20Share) - Earnings and losses are shared pro rata between Class A and Class B common stock[173](index=173&type=chunk) - Warrants are excluded from diluted EPS calculations as their exercise is contingent upon future events[173](index=173&type=chunk) [Recent Accounting Standards](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations_Critical%20Accounting%20Policies%20and%20Estimates_Recent%20Accounting%20Standards) - No material effect is expected from recently issued, but not yet effective, accounting standards[174](index=174&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for smaller reporting companies [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2024 [Evaluation of Disclosure Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures_Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Disclosure controls and procedures were evaluated as **effective** as of September 30, 2024[176](index=176&type=chunk) - Disclosure controls provide **reasonable, not absolute, assurance** that objectives are met[177](index=177&type=chunk) [Changes in Internal Control over Financial Reporting](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures_Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - **No material changes** in internal control over financial reporting occurred during the most recent fiscal quarter[178](index=178&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - No legal proceedings are reported[180](index=180&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K - **No material changes** to risk factors since the Annual Report on Form 10-K[181](index=181&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the IPO, private placements, and significant redemptions of Class A common stock - IPO completed on December 20, 2021, with **22,000,000 units sold**, and an additional **2,869,342 units** via over-allotment[182](index=182&type=chunk)[185](index=185&type=chunk) - Sponsor purchased **890,000 Private Placement Units** and an additional **86,081 units** in unregistered sales under Section 4(a)(2)[183](index=183&type=chunk)[185](index=185&type=chunk) - Class A common stock redemptions totaled approximately **$96.79 million** in September 2023 and **$115.49 million** in January 2024[186](index=186&type=chunk) - The deferred underwriting discount of **$8,704,270 was waived** by the underwriter on October 18, 2023[188](index=188&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has no defaults upon senior securities to report - No defaults upon senior securities are reported[190](index=190&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company has no mine safety disclosures to report - No mine safety disclosures are reported[191](index=191&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) The company has no other information to report - No other information is reported[192](index=192&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with this Quarterly Report, including the merger agreement and promissory notes - Exhibits include the **Agreement and Plan of Merger with Fold, Inc.** dated July 24, 2024[194](index=194&type=chunk) - Promissory notes dated October 25, 2024, and October 31, 2024, with Frontier SPV, LLC are filed as exhibits[194](index=194&type=chunk) [SIGNATURES](index=40&type=section&id=Part%20III.%20Signatures) [Signatures](index=40&type=section&id=Part%20III.%20Signatures_Signatures) The report is signed by the President and Chief Executive Officer, and the Chief Financial Officer, on November 12, 2024 - Report signed by President and CEO **Bracebridge H. Young, Jr.** and CFO **Doug Listman**[198](index=198&type=chunk) - Signing date is **November 12, 2024**[198](index=198&type=chunk)

Financial Performance - The company reported a net loss of $223,807 for the three months ended June 30, 2024, with general and administrative expenses of $626,004 and interest income of $664,259 [140]. - For the six months ended June 30, 2024, the company had a net loss of $1,047,849, which included general and administrative expenses of $1,352,759 and interest income of $1,684,947 [141]. - As of June 30, 2024, the company reported a working capital deficit of $5,365,129 [148]. - The Company incurred $180,000 in administrative support services fees for the six months ended June 30, 2024, with $466,452 in accrued expenses as of the same date [160]. Cash and Investments - As of June 30, 2024, the company had cash, investments, and marketable securities held in the Trust Account amounting to $51,511,443 [150]. - As of June 30, 2024, the Company withdrew $337,010 from the Trust Account to pay taxes, indicating ongoing operational expenses [154]. Capital Raising and Financing - The company raised gross proceeds of $220,000,000 from its Public Offering of 22,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant [144]. - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees [146]. - The Company may need additional financing to complete its Business Combination or to redeem public shares, which could involve issuing additional securities or incurring debt [156]. - The advisory fee for financial services related to the Business Combination is set at 0.525% of the proceeds, with a deferred advisory fee of $1,155,000 recognized as of December 31, 2023 [165]. Shareholder Actions and Agreements - On January 19, 2024, the company held a special meeting where stockholders approved an extension of the deadline for the initial business combination to December 20, 2024, with 10,872,266 shares redeemed for approximately $115,489,643 [137]. - The company entered into non-redemption agreements with third parties, agreeing to issue 1,610,000 Class A Shares in exchange for commitments not to redeem public shares [135]. - As of June 30, 2024, 4,757,884 shares of Class A common stock are presented at redemption value as temporary equity, reflecting the potential for mandatory redemption [168]. Tax and Liabilities - The company recorded an excise tax liability of $2,122,813 calculated as 1% of the shares redeemed on September 19, 2023, and January 19, 2024 [134]. - The Company has no long-term debt obligations or liabilities other than those specified, indicating a low leverage position [159]. - The Company has no off-balance sheet financing arrangements as of June 30, 2024, indicating a straightforward financial structure [158]. Business Continuity - The Company has until December 20, 2024, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed [157]. - The company has a total of $2,675,000 in outstanding Working Capital Loans as of June 30, 2024, increased from an original amount of $1,500,000 [149].

Financial Performance - The company reported a net loss of $824,042 for the three months ended March 31, 2024, compared to a net income of $1,267,859 for the same period in 2023[130][131]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[129]. Cash and Investments - As of March 31, 2024, the company had cash, investments, and marketable securities held in the Trust Account totaling $51,171,024[138]. - The company generated non-operating income of $1,020,688 from interest on investments held in the Trust Account for the three months ended March 31, 2024[130]. IPO and Transaction Costs - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees[134]. - The underwriter earned a cash underwriting discount of $4,973,868 and a deferred underwriting discount of $8,704,270, which was waived on October 18, 2023[151]. Business Combination and Shareholder Actions - On January 19, 2024, stockholders approved an extension of the deadline for the initial business combination to December 20, 2024, with 10,872,266 shares redeemed at approximately $10.6224 per share, totaling about $115,489,643[127][138]. - The Company has until December 20, 2024, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed by this date[145]. Working Capital and Liabilities - The company has a working capital deficit of $4,958,974 as of March 31, 2024[136]. - The company has outstanding Working Capital Loans of $2,425,000 as of March 31, 2024, increased from $2,025,000 at the end of 2023[137]. - The company recorded an excise tax liability of $967,916, calculated as 1% of the shares redeemed on September 19, 2023[124]. - The Company may need additional financing to complete the Business Combination or to meet obligations if a significant number of public shares are redeemed[144]. Equity and Shares - As of March 31, 2024, the Company has 4,757,884 shares of Class A common stock presented at redemption value as temporary equity, compared to 15,630,150 shares as of December 31, 2023[155]. - The company entered into non-redemption agreements with third parties, agreeing to issue 1,112,500 Class A Shares at the time of the initial business combination[128]. Administrative Expenses - The Company incurred $90,000 in administrative support fees for both the three months ended March 31, 2024, and 2023, with $376,451 in accrued expenses as of March 31, 2024[148]. Financing and Advisory Services - The Company has engaged Cohen & Company Capital Markets for financial advisory services, with fees based on a percentage of the proceeds from the Public Offering[152]. - The Company has no long-term debt obligations or capital lease obligations as of the reporting date[147]. - The Company has no off-balance sheet financing arrangements as of March 31, 2024, and does not participate in transactions that create relationships with unconsolidated entities[146]. Redemption Value Adjustments - The Company recognizes changes in the redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[156].

Financial Position - As of December 31, 2023, the company had cash, investments, and marketable securities held in the Trust Account totaling $165,653,149[310] - The company has a working capital deficit of $3,087,967 as of December 31, 2023[307] - As of December 31, 2023, the company has no off-balance sheet financing arrangements or obligations[316] Income and Expenses - For the year ended December 31, 2023, the company reported a net income of $4,443,634, driven by interest income of $11,207,609 from investments in the Trust Account[301] - The company incurred total operating and formation costs of $3,730,488 for the year ended December 31, 2023[301] - The company incurred $360,000 in administrative support services fees for the year ended December 31, 2023[318] Stockholder Activity - On September 19, 2023, stockholders redeemed 9,239,192 shares of Class A common stock for approximately $96,791,644 at a redemption price of $10.4762 per share[295] - On January 19, 2024, stockholders redeemed 10,872,266 shares of Class A common stock for approximately $115,489,643 at a redemption price of $10.6224 per share[298] - The company has entered into non-redemption agreements with third parties, agreeing to issue 1,610,000 Class A Shares in exchange for commitments not to redeem public shares[296] Business Combination and Going Concern - The company has until December 20, 2024, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed by this date[315] Public Offering and Underwriting - The company raised gross proceeds of $220,000,000 from its Public Offering, with an additional $28,693,420 from the partial exercise of the underwriter's over-allotment option[303] - The underwriter earned a cash underwriting discount of $4,973,868, which is 2% of the gross proceeds from the Public Offering[321] - The deferred underwriting discount of $8,704,270 was recorded to additional paid-in capital following a waiver agreement with the underwriter[321] Shareholder Equity - As of December 31, 2023, 15,630,150 shares of Class A common stock are presented at redemption value as temporary equity[326] - The company recognizes changes in redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[327] - The company has two classes of shares, Class A and Class B, with earnings and losses shared pro rata between them[328] Accounting Standards - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[329] - Management does not believe that any recently issued accounting standards will have a material effect on the financial statements[330] - As a smaller reporting company, the company is not required to provide certain market risk disclosures[331]

Financial Position - As of September 30, 2023, the company had cash, investments, and marketable securities held in the Trust Account totaling $163,995,984[126] - The company has a working capital deficit of $2,827,412 as of September 30, 2023[124] - As of September 30, 2023, there are 15,630,150 shares of Class A common stock presented at redemption value as temporary equity, compared to 24,869,342 shares as of December 31, 2022[139] Income and Earnings - For the three months ended September 30, 2023, the company reported a net income of $1,206,590, driven by interest income of $3,278,712 from investments in the Trust Account[116] - For the nine months ended September 30, 2023, the company reported a net income of $4,202,024, with interest income of $9,027,924[117] IPO and Transaction Costs - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees[122] - The underwriter earned a cash underwriting discount of 2% of the gross proceeds from the Public Offering, totaling $4,973,868, and a deferred underwriting discount of 3.5%, amounting to $8,704,270[135] - The company has agreed to loan up to $1,500,000 under a Promissory Note to finance transaction costs related to the initial Business Combination[125] Business Combination - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and may withdraw interest to pay taxes[126] - The company has until January 19, 2024, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed[129] - The company entered into non-redemption agreements with third parties, agreeing to issue 1,610,000 Class A Shares at the time of the initial Business Combination[112] Shareholder Rights and Equity - The holders of founder shares and private placement units are entitled to registration rights, allowing them to demand registration for resale of their securities[133] - The company has two classes of shares, Class A and Class B, with earnings and losses shared pro rata between them, and accretion associated with redeemable shares excluded from earnings per share calculations[141] Accounting Policies and Standards - The company is currently assessing the impact of ASU No. 2020-06 on its financial position, results of operations, or cash flows, effective for fiscal years beginning after December 15, 2023[142] - Management does not believe that any recently issued accounting standards will have a material effect on the condensed financial statements[143] - The company has identified critical accounting policies that require significant judgment and could lead to actual results differing from estimates[138] Advisory Services - The company engaged Cohen & Company Capital Markets to provide financial advisory services, with fees amounting to 0.3% of the aggregate proceeds of the Public Offering, and an additional advisory fee of 0.525% for the Business Combination[136] Redemption and Valuation - A total of 9,239,192 shares of redeemable Class A common stock were redeemed at a price of approximately $10.4762 per share, resulting in an aggregate redemption amount of approximately $96,791,644[111] - The company recognizes changes in redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[140] - The company granted the underwriter a 45-day option to purchase up to 3,300,000 additional Units, of which 2,869,342 Units were purchased on January 14, 2022[134]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41168 FTAC EMERALD ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Delaware | 86-2170416 | | --- | --- | | (State ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41168 FTAC EMERALD ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Delaware | 86-2170416 | | --- | --- | | (Stat ...

Financial Performance - For the year ended December 31, 2022, the company reported a net income of $1,115,764, driven by interest income of $3,619,061 from investments in the Trust Account, offset by operating costs of $1,776,887 and income tax provision of $726,410[289]. - The company raised gross proceeds of $220,000,000 from its Initial Public Offering (IPO) by selling 22,000,000 units, with an additional $28,693,420 from the partial exercise of the over-allotment option[290]. - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees and $8,704,270 in deferred underwriting fees[292]. Assets and Liabilities - As of December 31, 2022, the company had cash, investments, and marketable securities in the Trust Account totaling $254,251,750, which will be primarily used to complete a Business Combination[295]. - The company had working capital of $203,453 as of December 31, 2022, and expects to incur significant expenses related to the consummation of a Business Combination[298]. - The company has no off-balance sheet financing arrangements as of December 31, 2022, and does not participate in transactions that create relationships with unconsolidated entities[299]. Business Combination - The company has until September 20, 2023, to complete a Business Combination, after which mandatory liquidation will occur if not completed[298]. - The company plans to use funds held outside the Trust Account for identifying and evaluating target businesses, performing due diligence, and completing a Business Combination[296]. Administrative Expenses - The company has entered into an administrative services agreement, incurring $30,000 monthly fees for office space and administrative support, totaling $360,000 for the year ended December 31, 2022[301]. Accounting Standards - The company recognizes changes in the redemption value of Class A common stock immediately, with 24,869,342 shares presented at redemption value as temporary equity as of December 31, 2022[308]. - ASU 2020-06, effective for fiscal years beginning after December 15, 2023, simplifies accounting for convertible instruments and diluted earnings per share calculations[311]. - Management believes that no recently issued accounting standards will materially affect the financial statements if adopted[312]. - As a smaller reporting company, the company is not required to disclose quantitative and qualitative market risk information[313].