Part I [Business](index=9&type=section&id=Item%201.%20Business) FTAC Emerald Acquisition Corp. is a blank check company focused on ESG sector business combinations, having completed its IPO in December 2021 and aiming for a merger by June 2023 - The company is a blank check company targeting a business combination in **ESG-related sectors** such as clean/renewable energy, water sustainability, agricultural technology, shared economy software, and next-generation mobility[23](index=23&type=chunk)[24](index=24&type=chunk)[31](index=31&type=chunk) Initial Public Offering (IPO) and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Gross Proceeds | $248,693,420 | | Private Placement Gross Proceeds | $9,760,810 | | Amount Placed in Trust Account | $251,180,354 | | Value per Unit in Trust | $10.10 | | Business Combination Deadline | June 20, 2023 (or Sept 20, 2023 with extension) | - The management team is led by Chairman **Betsy Z. Cohen**, who has **extensive experience with multiple prior SPACs**, including FinTech I-VI and FTAC Olympus, which are viewed as positive factors for attracting potential target businesses[32](index=32&type=chunk)[33](index=33&type=chunk)[56](index=56&type=chunk) - The company must complete a business combination with a target having a fair market value of **at least 80% of the assets held in the trust account** at the time of signing a definitive agreement, as required by NASDAQ rules[61](index=61&type=chunk)[70](index=70&type=chunk) - Public stockholders have **redemption rights** to receive a pro-rata share of the trust account (approx. **$10.10 per share**) upon the consummation of a business combination or if the company fails to complete one within the specified timeframe; however, redemptions are limited to ensure net tangible assets remain above $5,000,001[93](index=93&type=chunk)[102](index=102&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks as a SPAC, including failure to complete a business combination, conflicts of interest, and intense competition - There is a risk of **failing to complete an initial business combination** within the completion window (June/Sept 2023), which would result in the redemption of public shares at **~$10.10 per share** and the expiration of warrants as worthless[144](index=144&type=chunk)[145](index=145&type=chunk) - The sponsor paid a **nominal price (~$0.003 per share)** for founder shares, creating a **significant potential for profit** even if the stock price declines post-combination, which may incentivize them to complete a riskier business combination than public stockholders would prefer[157](index=157&type=chunk)[159](index=159&type=chunk) - The company's officers and directors have **fiduciary duties to other entities**, including other SPACs (e.g., FinTech V, FinTech VI, FTAC Athena, FTAC Hera), which may create **conflicts of interest** in presenting business opportunities[217](index=217&type=chunk)[219](index=219&type=chunk)[457](index=457&type=chunk) - The ability of public stockholders to **redeem shares** may **reduce the cash available** for a business combination, potentially making the company unattractive to targets or hindering its ability to complete a desirable transaction[141](index=141&type=chunk)[142](index=142&type=chunk) - The company faces **intense competition** from other SPACs and private equity firms, which has increased recently, potentially making it harder and more expensive to find an attractive target[151](index=151&type=chunk)[152](index=152&type=chunk) - If the company is **deemed an "investment company"** under the Investment Company Act of 1940, it would face **burdensome compliance requirements** and restrictions that could hinder the completion of a business combination[227](index=227&type=chunk)[228](index=228&type=chunk) [Unresolved Staff Comments](index=62&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are **no unresolved staff comments** as of the report date[268](index=268&type=chunk) [Properties](index=62&type=section&id=Item%202.%20Properties) The company does not own real estate, maintaining executive offices under a $30,000 monthly administrative services agreement with its sponsor - The company's executive office space is provided by its sponsor for a fee of **$30,000 per month**[269](index=269&type=chunk) [Legal Proceedings](index=62&type=section&id=Item%203.%20Legal%20Proceedings) No material legal proceedings are pending against the company or its management team - There are **no material legal proceedings** pending against the company[270](index=270&type=chunk) [Mine Safety Disclosure](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This item is not applicable to the company - Mine safety disclosures are **not applicable**[271](index=271&type=chunk) Part II [Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=63&type=section&id=Item%205.%20Market%20For%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities are listed on NASDAQ, with no dividends paid, and details the use of $258.5 million in IPO and private placement proceeds - The company's securities trade on the **NASDAQ Global Market** under symbols **EMLDU** (Units), **EMLD** (Class A Common Stock), and **EMLDW** (Warrants)[274](index=274&type=chunk) - **No cash dividends** have been paid to date, and none are intended prior to the completion of an initial business combination[276](index=276&type=chunk) Use of Proceeds from IPO and Private Placement | Item | Amount (USD) | | :--- | :--- | | Gross Proceeds from IPO | $248,693,420 | | Gross Proceeds from Private Placement | $9,760,810 | | Total Transaction Costs | $14,181,568 | | - Underwriting Discounts & Commissions (Paid) | $4,973,868 | | - Underwriting Discounts & Commissions (Deferred) | $8,704,270 | | - Other Offering Costs | $503,430 | | Amount Placed in Trust Account | $251,180,354 | | Cash Held Outside Trust (for working capital) | $1,227,914 | [RESERVED]](index=64&type=section&id=Item%206.%20%5BRESERVED%5D) As a smaller reporting company, the company is not required to provide information for this item - The company is **not required** to provide information for this item due to its status as a **smaller reporting company**[284](index=284&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=65&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Since inception, the company has generated no revenue, reporting a net loss of $99,988, with $1.2 million cash for working capital and $222.2 million in trust - For the period from inception (Feb 19, 2021) to Dec 31, 2021, the company had a **net loss of $99,988**, consisting of $100,518 in operating costs offset by $530 in interest income[291](index=291&type=chunk) - As of December 31, 2021, the company had **$1,227,914 in cash** held outside the trust account for working capital purposes[296](index=296&type=chunk) - The company pays its sponsor a monthly fee of **$30,000 per month** for administrative services, which began on December 16, 2021[303](index=303&type=chunk) - The underwriter is entitled to a **deferred underwriting discount of 3.5%** of gross proceeds ($8,704,270), payable from the trust account only upon completion of a business combination[306](index=306&type=chunk) - Critical accounting policies include the classification of **Class A common stock subject to redemption as temporary equity** outside of the stockholders' deficit section on the balance sheet[312](index=312&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=69&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide information for this item - The company is **not required** to provide information for this item due to its status as a **smaller reporting company**[317](index=317&type=chunk) [Financial Statements and Supplementary Data](index=70&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited financial statements for 2021, showing total assets of $225.2 million, a net loss of $99,988, and key accounting policies - The financial statements were audited by WithumSmith+Brown, PC, which issued an **unqualified opinion**[321](index=321&type=chunk) Balance Sheet Summary as of December 31, 2021 | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | 1,227,914 | | Investments held in Trust Account | 222,200,530 | | **Total Assets** | **225,170,164** | | **Liabilities & Equity** | | | Total Liabilities (incl. deferred underwriting) | 8,948,582 | | Class A common stock subject to possible redemption | 222,200,000 | | Total Stockholders' Deficit | (5,978,418) | | **Total Liabilities, Redeemable Common Stock and Stockholders' Deficit** | **225,170,164** | Statement of Operations Summary (Feb 19, 2021 - Dec 31, 2021) | Item | Amount (USD) | | :--- | :--- | | Formation and operating costs | (100,518) | | Interest income earned on investments | 530 | | **Net Loss** | **(99,988)** | | Basic and diluted net loss per common stock | (0.02) | - All 22,000,000 public shares of Class A common stock are classified as **temporary equity** subject to possible redemption at a value of **$10.10 per share**[358](index=358&type=chunk)[370](index=370&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=89&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes or disagreements with its accountants on financial disclosure or auditing matters - There were **no disagreements** with accountants on accounting and financial disclosure[404](index=404&type=chunk) [Controls and Procedures](index=89&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of December 31, 2021, with no material changes to internal controls reported - The company's disclosure controls and procedures were **deemed effective** as of December 31, 2021[405](index=405&type=chunk) - A management report on internal control over financial reporting is **not included**, as permitted for **newly public companies**[407](index=407&type=chunk) [Other Information](index=89&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - **No information** was reported under this item[409](index=409&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=89&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) The company reports no information for this item - **No information** was reported under this item[410](index=410&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=90&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) The company is led by an experienced team, including Chairman Betsy Cohen, with a board comprising independent directors and established governance committees - The executive team includes **Betsy Cohen** (Chairman), **Bracebridge H. Young, Jr.** (President & CEO), and **Douglas Listman** (CFO)[413](index=413&type=chunk) - The board is divided into **two classes** with two-year terms; the **Audit and Compensation committees** are composed entirely of **independent directors**: Andrew Hohns (Chair), Tensie Whelan, and Lisa Shalett[421](index=421&type=chunk)[425](index=425&type=chunk)[428](index=428&type=chunk) - The company has determined that **Andrew Hohns** qualifies as an "**audit committee financial expert**"[427](index=427&type=chunk) [Executive Compensation](index=95&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to officers or directors, with the sponsor receiving $30,000 monthly for administrative services - Officers and directors have **not received any cash compensation** for services rendered[432](index=432&type=chunk) - The company pays its sponsor or designee **$30,000 per month** for office space, administrative, and shared personnel support services[432](index=432&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=95&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 21, 2022, sponsor entities hold significant voting power, with several institutional investors owning over 5% of Class A common stock Security Ownership as of March 21, 2022 | Name of Beneficial Owners | Class A Shares | % of Class A | Class B Shares | % of Class B | Combined Voting Power % | | :--- | :--- | :--- | :--- | :--- | :--- | | **Directors and Executive Officers** | | | | | | | Betsy Cohen (via Sponsor entities) | 976,081 | 3.8% | 8,615,141 | 100.0% | 27.8% | | All directors and officers as a group (8) | 976,081 | 3.8% | 8,615,141 | 100.0% | 27.8% | | **5% or Greater Beneficial Owners** | | | | | | | Saba Capital Management, L.P. | 1,600,000 | 6.4% | – | – | 4.6% | | Integrated Core Strategies (US) LLC | 1,550,000 | 6.2% | – | – | 4.5% | | Taconic Capital Advisors L.P. | 1,509,900 | 5.8% | – | – | 4.4% | | Sculptor Capital LP | 1,505,492 | 5.8% | – | – | 4.4% | | Emerald ESG Sponsor, LLC | 976,081 | 3.8% | 4,349,402 | 50.5% | 15.5% | | Emerald ESG Advisors, LLC | – | – | 4,265,739 | 49.5% | 12.4% | [Certain Relationships and Related Transactions, and Director Independence](index=99&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has multiple related-party transactions with its sponsor, including administrative fees and potential loans, alongside disclosed conflicts of interest and independent director determinations - The sponsor purchased 8,615,141 founder shares for **$25,000** and 976,081 placement units for **$9.76 million**[446](index=446&type=chunk)[448](index=448&type=chunk) - The sponsor may provide up to **$2.0 million** in working capital loans, convertible into units at **$10.00 per unit**[451](index=451&type=chunk) - **Significant conflicts of interest** exist as officers and directors, particularly Betsy Cohen, have **fiduciary duties to other SPACs**, including FinTech V, FinTech VI, FTAC Hera, and FTAC Athena[457](index=457&type=chunk)[461](index=461&type=chunk) - The board has determined that Tensie Whelan, Andrew Hohns, Therese Rein, and Lisa Shalett are **independent directors** under NASDAQ rules[462](index=462&type=chunk) [Principal Accountant Fees and Services](index=103&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company's independent auditor is WithumSmith+Brown, PC, with $97,714 in audit fees incurred for the period ending December 31, 2021 Accountant Fees (Feb 19, 2021 - Dec 31, 2021) | Service Category | Fees Paid (USD) | | :--- | :--- | | Audit Fees | $97,714 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | Part IV [Exhibits and Financial Statement Schedules](index=104&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements and key exhibits, including underwriting, governance, and sponsor agreements, filed as part of the Annual Report - The report includes **financial statements and schedules** as required[470](index=470&type=chunk) - Key exhibits filed include the **Underwriting Agreement**, **Warrant Agreement**, **Administrative Services Agreement**, and **Registration Rights Agreement**[472](index=472&type=chunk) [Form 10-K Summary](index=105&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - A Form 10-K summary is **not applicable**[473](index=473&type=chunk)