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[113][114]. - The company has not generated any operating revenues to date and only earns non-operating income from interest on marketable securities[112]. 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[121]. - The company has a working capital deficit of $4,958,974 as of March 31, 2024[119]. - The company has outstanding Working Capital Loans totaling $2,425,000 as of March 31, 2024, increased from $1,500,000 to $3,000,000[120]. - The company intends to use substantially all funds in the Trust Account, including interest earned, to complete its Business Combination, having withdrawn $13,170 for taxes during the period ended March 31, 2024[126]. Shareholder Activity - On September 19, 2023, shareholders redeemed 9,239,192 shares of redeemable Class A common stock for approximately $96,791,644 at a redemption price of $10.4762 per share[107]. - On January 19, 2024, shareholders redeemed 10,872,266 shares of redeemable Class A common stock for approximately $115,489,643 at a redemption price of $10.6224 per share[110]. - 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[139]. Business Combination - The company plans to extend the deadline for consummating its initial business combination to December 20, 2024[110]. - The company has until December 20, 2024, to consummate a Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed by this date[129]. - The company may need additional financing to complete its Business Combination or to meet obligations if cash on hand is insufficient post-transaction[128]. Costs and Expenses - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees[117]. - The company incurred $90,000 in administrative support fees for the three months ended March 31, 2024, with $376,451 in accrued expenses as of the same date[132]. - 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, resulting in a reclassification to additional paid-in capital[135]. Financial Controls and Reporting - Management evaluated the effectiveness of disclosure controls and procedures as of March 31, 2024, concluding they were effective[144]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal controls[145]. - 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[130]. - The company has no long-term debt obligations or liabilities other than those specified in its administrative services agreement[131]. Non-Redemption Agreements - 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[108][111].

Financial Position - As of December 31, 2023, the company had cash, investments, and marketable securities held in the Trust Account totaling $165,653,149[389]. - The company had a working capital deficit of $3,087,967 as of December 31, 2023[387]. - As of December 31, 2023, the company has no off-balance sheet financing arrangements or obligations[395]. - As of December 31, 2023, 15,630,150 shares of Class A common stock are presented at redemption value as temporary equity[404]. - The company recognizes changes in redemption value immediately, adjusting the carrying value of Class A common stock accordingly[405]. 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[381]. - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees[385]. - The underwriter earned a cash underwriting discount of $4,973,868, which is 2% of the gross proceeds from the Public Offering[400]. - A deferred underwriting discount of $8,704,270 was recorded as additional paid-in capital following a waiver by the underwriter[400]. - The company incurred $360,000 for administrative support services in 2023, with $286,451 recorded as accrued expenses[397]. Business Combination and Future Plans - On January 19, 2024, stockholders approved an extension for the company to consummate its initial business combination until December 20, 2024[378]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of its business combination[373]. - The company has until December 20, 2024, to complete a business combination, raising substantial doubt about its ability to continue as a going concern if not completed[394]. - The company has entered into non-redemption agreements with third parties, agreeing to issue 1,137,500 Class A Shares at the time of the initial business combination[379]. Accounting and Reporting - The diluted net income per share is the same as the basic net income per share due to the exclusion of warrants from the calculation[406]. - The company is assessing the impact of ASU No. 2020-06, effective after December 15, 2023, on its financial position[408]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[409]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures[410].

Financial Position - As of September 30, 2023, the company had cash, investments, and marketable securities held in the Trust Account totaling $163,995,984[107] - The company has a working capital deficit of $2,827,412 as of September 30, 2023[105] - The company has until January 19, 2024, to consummate a Business Combination, after which a mandatory liquidation may occur[110] 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 held in the Trust Account[98] - For the nine months ended September 30, 2023, the company achieved a net income of $4,202,024, with total interest income of $9,027,924[99] IPO and Transaction Costs - The company incurred $14,181,568 in IPO transaction costs, including $4,973,868 in underwriting fees[103] - The underwriter earned a cash underwriting discount of 2% of the gross proceeds from the Public Offering, totaling $4,973,868[117] - The underwriter will receive a deferred underwriting discount of 3.5% of the gross proceeds from the Public Offering, amounting to $8,704,270[117] - The company engaged Cohen & Company Capital Markets for financial advisory services, paying a fee of 0.3% of the aggregate proceeds of the Public Offering[118] Share Redemption - 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[94] - The company recorded an excise tax liability of $967,916, calculated as 1% of shares redeemed on September 19, 2023[94] - The company has agreed to issue an aggregate of 1,610,000 Class A Shares to third parties in exchange for non-redemption agreements[95] Stock Classification and Valuation - As of September 30, 2023, 15,630,150 shares of Class A common stock are presented at redemption value as temporary equity[122] - The Class A common stock subject to possible redemption is classified as a liability instrument and measured at fair value[122] - The company recognizes changes in redemption value immediately and adjusts the carrying value of Class A common stock to equal the redemption value at the end of each reporting period[123] Accounting Policies and Standards - The company has identified critical accounting policies that may significantly affect reported amounts of assets and liabilities[120] - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[125] - Management does not believe that any recently issued accounting standards would have a material effect on the condensed financial statements[126] Earnings Per Share - The company has not considered the effect of the warrants in the calculation of diluted net income (loss) per share, resulting in diluted net income (loss) per share being the same as basic net income (loss) per share[124]

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $1,727,575, driven by interest income of $3,052,686 from investments held in the Trust Account, after accounting for formation and operating costs of $694,546 and income tax provision of $630,565 [86]. - For the six months ended June 30, 2023, the company achieved a net income of $2,995,434, with interest income of $5,749,212, offset by formation and operating costs of $1,567,443 and income tax provision of $1,186,335 [87]. - The company generated non-operating income solely from interest income on marketable securities held in the Trust Account, with no operating revenues expected until after a Business Combination [85]. Trust Account and Business Combination - As of June 30, 2023, the company had cash, investments, and marketable securities in the Trust Account totaling $258,300,436, which will be primarily used to complete a Business Combination [96]. - The company intends to use funds held outside the Trust Account for identifying and evaluating target businesses, performing due diligence, and completing a Business Combination [97]. - The company has until September 20, 2023, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed [99]. - The company has outstanding Working Capital Loans of $1,275,000 as of June 30, 2023, which may be repaid from the proceeds of the Trust Account upon completion of a Business Combination [95]. Costs and Expenses - 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 [92]. - The company incurred $180,000 in administrative support service fees for the six months ended June 30, 2023, with $90,000 accrued as of June 30, 2023 [103]. - The company has a working capital deficit of $1,221,589 as of June 30, 2023, excluding franchise tax and income tax payable [94]. Stock and Equity - As of June 30, 2023, 24,869,342 shares of Class A common stock are presented at redemption value as temporary equity [110]. - The company recognizes changes in redemption value immediately and adjusts the carrying value of Class A common stock to equal the redemption value at the end of each reporting period [111]. - The diluted net income (loss) per share of common stock is the same as basic net income (loss) per share due to the exclusion of accretion associated with redeemable shares [112]. Accounting and Internal Controls - The FASB issued ASU No. 2020-06, effective for fiscal years beginning after December 15, 2023, which simplifies accounting for convertible instruments and the diluted earnings per share calculation [113]. - Management does not believe that any recently issued accounting standards will have a material effect on the condensed financial statements [114]. - As of June 30, 2023, the company's disclosure controls and procedures were evaluated as effective by the Certifying Officers [116]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the internal control [118].

Part I [Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) FTAC Emerald Acquisition Corp. reported **$1.27 million net income** for Q1 2023, driven by increased interest income, with **$258.2 million total assets** and a **going concern uncertainty** [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2023, **total assets** were **$258.2 million**, primarily **Trust Account** investments, with **$11.7 million liabilities** and a **$9.3 million stockholders' deficit** Condensed Balance Sheet Data (Unaudited) | Account | March 31, 2023 ($) | December 31, 2022 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $67,077 | $72,753 | | Investments held in Trust Account | $256,827,790 | $254,251,750 | | **TOTAL ASSETS** | **$258,238,040** | **$255,664,716** | | **Liabilities & Equity** | | | | Total current liabilities | $1,797,473 | $492,008 | | Total liabilities | $11,656,743 | $10,351,278 | | Class A common stock subject to possible redemption | $255,862,610 | $253,814,255 | | Total stockholders' deficit | ($9,281,313) | ($8,500,817) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company reported **$1.27 million net income** for Q1 2023, a significant turnaround from a prior-year loss, primarily due to **$2.7 million in interest income** Condensed Statements of Operations (Unaudited) | Metric | Three Months Ended March 31, 2023 ($) | Three Months Ended March 31, 2022 ($) | | :--- | :--- | :--- | | Loss from operations | ($872,897) | ($489,504) | | Interest income earned on investments | $2,696,526 | $25,241 | | Provision for income taxes | $555,770 | $0 | | **Net income (loss)** | **$1,267,859** | **($464,263)** | | Basic and diluted net income (loss) per share | $0.04 | ($0.01) | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$876,162** for Q1 2023, with investing activities providing **$120,486** and financing activities providing **$750,000** Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2023 ($) | Three Months Ended March 31, 2022 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($876,162) | ($339,979) | | Net cash provided by (used in) investing activities | $120,486 | ($28,980,354) | | Net cash provided by financing activities | $750,000 | $28,980,362 | | **Net Change in Cash** | **($5,676)** | **($339,971)** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's **blank check company** status, **going concern uncertainty** due to the September 20, 2023 deadline, and significant **related-party transactions** - The Company is a **blank check company** formed to effect a **Business Combination** and has not commenced any operations. All activity relates to its formation, **IPO**, and search for a target[15](index=15&type=chunk)[16](index=16&type=chunk) - Management has identified a **mandatory liquidation** if a **Business Combination** is not consummated by September 20, 2023, which raises substantial doubt about the Company's ability to continue as a **going concern**[26](index=26&type=chunk) - On January 13, 2023, the Sponsor provided a Promissory Note for up to **$1,500,000** to fund **working capital**. As of March 31, 2023, **$750,000** was **outstanding**[59](index=59&type=chunk)[60](index=60&type=chunk) - The company has a commitment for a **deferred underwriting discount** of **$8,704,270**, payable upon completion of an initial **Business Combination**[65](index=65&type=chunk) - Subsequent to the quarter end, on April 24, 2023, the Company made an additional draw of **$125,000** on the **Working Capital Loans**[80](index=80&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's **blank check company** status, **$1.27 million net income** in Q1 2023, and critical **liquidity concerns** with a **going concern risk** - The company is a **blank check company** with activities limited to organizational tasks and searching for a **Business Combination**. It generates non-operating interest income from funds held in the **Trust Account**[84](index=84&type=chunk)[86](index=86&type=chunk) Quarterly Results Comparison | Metric | Three Months Ended March 31, 2023 ($) | Three Months Ended March 31, 2022 ($) | | :--- | :--- | :--- | | Net income (loss) | $1,267,859 | ($464,263) | | Key Driver | Interest income of $2,696,526 | Interest income of $25,241 | - As of March 31, 2023, the company had only **$67,077** in cash held outside of trust and a **working capital deficit** of **$577,043**. It relies on **Working Capital Loans** from its Sponsor, with **$750,000** **outstanding**[92](index=92&type=chunk)[93](index=93&type=chunk) - Management reiterates that there is substantial doubt about the company's ability to continue as a **going concern** due to the September 20, 2023 deadline to consummate a **Business Combination**, which would otherwise trigger **mandatory liquidation**[97](index=97&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company is a smaller reporting company - Disclosure about market risk is not required for smaller reporting companies[111](index=111&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that **disclosure controls and procedures** were effective as of March 31, 2023, with no material changes in **internal control** - Based on an evaluation as of March 31, 2023, the company's **Certifying Officers** concluded that **disclosure controls and procedures** were effective[112](index=112&type=chunk) - No changes in **internal control over financial reporting** occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's **internal control**[115](index=115&type=chunk) Part II [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[117](index=117&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - As of the date of this report, there have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K[118](index=118&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the **$251.2 million** placed in the **Trust Account** from **IPO** and **private placement** proceeds, covering **offering costs** - Simultaneously with the **IPO**, the Sponsor purchased **890,000 Private Placement Units** at **$10.00** per unit. An additional **86,081 units** were purchased in connection with the over-allotment exercise, generating total proceeds of **$9,760,810** from these private sales[120](index=120&type=chunk)[122](index=122&type=chunk) - Of the **gross proceeds** from the public and private sales, **$251,180,354** was placed in the **Trust Account**[123](index=123&type=chunk) - Total **offering costs** included **$4,973,868** in immediate **underwriting discounts and commissions**, with an additional **$8,704,270** deferred until a **business combination** is completed[124](index=124&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[125](index=125&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[125](index=125&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[125](index=125&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including **officer certifications** and **Inline XBRL** data files - The report includes exhibits such as CEO and CFO **certifications** (**31.1**, **31.2**, **32.1**, **32.2**) and **Inline XBRL** documents (**101** series)[127](index=127&type=chunk)

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, offset by operating costs of $1,776,887 and income tax provision of $726,410 [371]. - The company generated non-operating income solely from interest on marketable securities held in the Trust Account, with no operating revenues expected until after a Business Combination [370]. - The company incurred $360,000 in administrative support service fees for the year ended December 31, 2022, under an agreement with its Sponsor [385]. Initial Public Offering (IPO) - The company completed its Initial Public Offering (IPO) on December 20, 2021, raising gross proceeds of $220,000,000 from the sale of 22,000,000 units, with an additional $28,693,420 from the partial exercise of the over-allotment option [373]. - 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 [375]. Business Combination - 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 [378]. - 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 [382]. - The company has until September 20, 2023, to complete a Business Combination, after which a mandatory liquidation will occur if not completed [382]. - The company plans to use funds held outside the Trust Account for identifying and evaluating target businesses, performing due diligence, and related operational expenses [379]. Accounting Standards - ASU 2020-06, effective for fiscal years beginning after December 15, 2023, simplifies accounting for convertible instruments and diluted earnings per share calculation [396]. - Management believes that no other recently issued accounting standards will have a material effect on the financial statements [397]. Market Risk - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk [398]. Off-Balance Sheet Financing - 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 [383].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 86-2170416 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2929 Arch Street, Suite 1703, Philadelphia, PA 19104 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 September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the quarter ended June 30, 2022 ☐ 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 or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | FORM 10 ...

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, 2022 ☐ 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 ...

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)