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) | --- | --- | |--------------------------------- ...

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) | --- | --- | |-------------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 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) | --- | --- | |----- ...

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 September 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 jurisdi ...

FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 ...

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) The company, a blank check company, reports a Q1 2022 net loss of $464,263 with total assets of $253.8 million Condensed Balance Sheet (Unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $887,943 | $1,227,914 | | Investments held in Trust Account | $251,206,125 | $222,200,530 | | **Total Assets** | **$253,790,751** | **$225,170,164** | | **Liabilities & Equity** | | | | Total Liabilities | $10,057,340 | $8,948,582 | | Class A common stock subject to possible redemption | $251,180,354 | $222,200,000 | | Total stockholders' deficit | ($7,446,943) | ($5,978,418) | Condensed Statement of Operations (Unaudited) | Account | Three Months Ended March 31, 2022 | Period from Feb 19, 2021 (Inception) to Mar 31, 2021 | | :--- | :--- | :--- | | Operating and formation costs | $489,504 | $208 | | Interest income earned on investments | $25,241 | $0 | | **Net loss** | **($464,263)** | **($208)** | | Basic and diluted net loss per common stock, Class A | ($0.01) | $0.00 | Condensed Statement of Cash Flows (Unaudited) - Three Months Ended March 31, 2022 | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($339,979) | | Net cash used in investing activities | ($28,980,354) | | Net cash provided by financing activities | $28,980,362 | | **Net Change in Cash** | **($339,971)** | [Note 1. Organization and Business Operations](index=8&type=section&id=Note%201.%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) The company is a non-operational blank check entity that completed its IPO and placed $251.2 million in a trust account - The company is a blank check company formed for the purpose of effecting a business combination and has **not yet commenced any operations**[22](index=22&type=chunk)[23](index=23&type=chunk) - The company consummated its IPO of **22,000,000 units** on December 20, 2021 and a partial over-allotment of **2,869,342 units**[25](index=25&type=chunk)[26](index=26&type=chunk) - Following the IPO and over-allotment, **$251,180,354 was placed in a Trust Account** invested in U.S. government securities[30](index=30&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=10&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Key accounting policies include its 'emerging growth company' status and classification of redeemable stock as temporary equity - The company is an **'emerging growth company'** and has elected not to opt out of the extended transition period for new accounting standards[39](index=39&type=chunk) - Class A common stock subject to possible redemption is classified as **temporary equity** outside of the stockholders' deficit section[50](index=50&type=chunk) - Warrants issued in connection with the IPO and private placement are accounted for under ASC 815-40 and meet the criteria for **equity treatment**[53](index=53&type=chunk) [Note 5. Related Party Transactions](index=18&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) The company has multiple related party transactions with its Sponsor, including founder shares, monthly fees, and potential loans - The Sponsor purchased **8,763,333 Founder Shares**, and following the partial exercise of the over-allotment option, **148,192 Founder Shares were forfeited**[71](index=71&type=chunk) - The company pays its Sponsor **$30,000 per month** for administrative services, incurring and paying $90,000 for the quarter[77](index=77&type=chunk) - The Sponsor may provide up to **$2,000,000 in Working Capital Loans**, which are convertible into units at $10.00 per unit[74](index=74&type=chunk)[75](index=75&type=chunk) [Note 6. Commitments and Contingencies](index=20&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) Commitments include a deferred underwriting discount of $8.7 million and a deferred advisory fee to a related party - The underwriter is entitled to a deferred underwriting discount of 3.5% of the gross proceeds, or **$8,704,270**, payable upon completion of the initial Business Combination[80](index=80&type=chunk) - Related party CCM is engaged as an advisor and will earn fees at closing, which will be reimbursed by the underwriter, creating a **$1,155,000 receivable**[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company, a non-operational blank check entity, incurred a net loss of $464,263 and holds sufficient liquidity for its search - The company is a blank check company with no operations, and its activities are limited to organizational matters and searching for a Business Combination[103](index=103&type=chunk)[105](index=105&type=chunk) - The company has **no off-balance sheet financing arrangements**[117](index=117&type=chunk) Q1 2022 Financial Results | Metric | Value | | :--- | :--- | | Net Loss | $464,263 | | Operating Costs | $489,504 | | Interest Income from Trust | $25,241 | Liquidity Position as of March 31, 2022 | Metric | Value | | :--- | :--- | | Cash (outside Trust Account) | $887,943 | | Working Capital | $1,152,150 | | Investments held in Trust Account | $251,206,125 | [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) This disclosure is not required as the company qualifies as a smaller reporting company - Disclosure is **not required** for smaller reporting companies[133](index=133&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - Management concluded that as of March 31, 2022, the company's disclosure controls and procedures were **effective**[134](index=134&type=chunk) - There were **no changes in internal control** over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[136](index=136&type=chunk) [Part II. Other Information](index=33&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not a party to any material legal proceedings - The company has **no legal proceedings** to report[138](index=138&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor has been identified concerning proposed SEC rules for SPACs, which may increase costs and timeframes - On March 30, 2022, the SEC issued **proposed rules concerning SPACs** that may increase the costs and time required to complete an initial business combination[140](index=140&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details proceeds from its IPO, private placements, and over-allotment option, with $251.2 million placed in trust - Simultaneously with the IPO, the Sponsor purchased **890,000 Private Placement Units** at $10.00 per unit[142](index=142&type=chunk) - In January 2022, the underwriter's partial exercise of its over-allotment option led to the sale of an additional **2,869,342 Public Units** and **86,081 Private Placement Units**[144](index=144&type=chunk) - A total of **$251,180,354** from the Public Offering and Private Placements was deposited into the Trust Account[145](index=145&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including officer certifications and XBRL data - The report includes a list of exhibits filed, such as **officer certifications** (31.1, 31.2, 32.1, 32.2) and XBRL data files[149](index=149&type=chunk)

Part I [Item 1. Business](index=9&type=section&id=Item%201.%20Business) FTAC Emerald is a blank check company targeting ESG sector business combinations, completing its IPO and placing $251.2 million in trust - The company is a blank check company targeting a business combination in sectors with a core commitment to social, financial, and environmental value, such as clean/renewable energy, water sustainability, and agricultural technology[23](index=23&type=chunk)[24](index=24&type=chunk)[31](index=31&type=chunk) Initial Public Offering and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Consummation Date | December 20, 2021 | | Over-allotment Exercise Date | January 14, 2022 | | Aggregate Gross Proceeds from IPO | $248,693,420 | | Gross Proceeds from Private Placement | $9,760,810 | | Amount Placed in Trust Account | $251,180,354 | | Value per Unit in Trust Account | $10.10 | - 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[61](index=61&type=chunk)[70](index=70&type=chunk) - Public stockholders have redemption rights, allowing them to redeem their shares for cash upon the consummation of an initial business combination, which may occur through a stockholder vote or a tender offer[93](index=93&type=chunk)[94](index=94&type=chunk) - If a business combination is not completed within the specified 'completion window' (ending June 20, 2023, or extendable to September 20, 2023), the company will liquidate and redeem all public shares[12](index=12&type=chunk)[111](index=111&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant SPAC risks, including business combination failure, competition, conflicts of interest, and post-combination challenges - There is a significant risk of failing to complete an initial business combination within the 'completion window', which would result in the company's liquidation and the expiration of its warrants as worthless[145](index=145&type=chunk) - The sponsor paid a nominal price for founder shares (~**$0.003 per share**) and is likely to profit from a business combination even if the company's stock price declines significantly, creating a potential conflict of interest[157](index=157&type=chunk)[159](index=159&type=chunk) - The company faces intense competition from other SPACs and private equity firms for attractive target businesses, which could increase acquisition costs or hinder the ability to find a suitable target[151](index=151&type=chunk)[152](index=152&type=chunk) - Officers and directors have fiduciary duties to other entities, including other SPACs, which may create conflicts of interest in presenting business opportunities to the company[217](index=217&type=chunk)[219](index=219&type=chunk) - The company's securities face the risk of being delisted from NASDAQ if listing requirements are not maintained, which would reduce liquidity and marketability[234](index=234&type=chunk)[235](index=235&type=chunk) [Item 1B. Unresolved Staff Comments](index=62&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[268](index=268&type=chunk) [Item 2. Properties](index=62&type=section&id=Item%202.%20Properties) The company does not own any real estate and maintains its executive offices at 2929 Arch Street, Suite 1703, Philadelphia, PA, paying its sponsor a monthly fee of $30,000 for office space and administrative support services - The company's executive office space is provided by its sponsor for a monthly fee of **$30,000**, which also covers administrative and shared personnel support[269](index=269&type=chunk) [Item 3. Legal Proceedings](index=62&type=section&id=Item%203.%20Legal%20Proceedings) To the knowledge of its management, the company is not currently involved in any material litigation, arbitration, or governmental proceedings - There are no material legal proceedings pending against the company or its management[270](index=270&type=chunk) [Item 4. Mine Safety Disclosure](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This section is not applicable to the company's operations - Mine safety disclosures are not applicable[271](index=271&type=chunk) Part II [Item 5. 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 NASDAQ-listed, no dividends are intended pre-combination, and IPO proceeds and private placement sales are detailed - The company's securities trade on the NASDAQ Global Market under the 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 | Description | Amount | | :--- | :--- | | Gross Proceeds from IPO | $248,693,420 | | Gross Proceeds from Private Placement | $9,760,810 | | Amount Placed in Trust Account | $251,180,354 | | Cash Held Outside Trust (for working capital) | $1,227,914 | | Total Transaction Costs | $14,181,568 | | - Upfront Underwriting Commissions | $4,973,868 | | - Deferred Underwriting Commissions | $8,704,270 | [Item 7. 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) The company incurred a $99,988 net loss from inception to Dec 2021, with IPO proceeds providing liquidity for operations while seeking a business combination Results of Operations (Inception to Dec 31, 2021) | Metric | Amount | | :--- | :--- | | Net Loss | ($99,988) | | Formation and Operating Costs | ($100,518) | | Interest Income on Trust Account | $530 | Liquidity Position (as of Dec 31, 2021) | Metric | Amount | | :--- | :--- | | Cash (outside trust) | $1,227,914 | | Working Capital | $1,545,690 | | Investments held in Trust Account | $222,200,530 | - The company has a contractual obligation to pay its sponsor or designee a monthly fee of **$30,000** for office space and administrative support services[303](index=303&type=chunk) - Critical accounting policies include the classification of Class A common stock subject to possible redemption as temporary equity outside of the stockholders' deficit section on the balance sheet[312](index=312&type=chunk) [Item 7A. 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, FTAC Emerald Acquisition Corp. is not required to provide the information for this item - The company is not required to provide this information as it qualifies as a smaller reporting company[317](index=317&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=70&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited financial statements for the period from February 19, 2021 (inception) through December 31, 2021, including the Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, Statement of Changes in Stockholders' Deficit, Statement of Cash Flows, and accompanying notes, reflecting its status as a pre-business combination SPAC Balance Sheet Summary (as of Dec 31, 2021) | Account | Amount | | :--- | :--- | | **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 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 (Inception to Dec 31, 2021) | Account | Amount | | :--- | :--- | | Formation and operating costs | ($100,518) | | Interest income | $530 | | **Net Loss** | **($99,988)** | | Basic and diluted net loss per common stock | ($0.02) | [Item 9. 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 in or disagreements with its accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure - There were no disagreements with accountants on accounting and financial disclosure[404](index=404&type=chunk) [Item 9A. Controls and Procedures](index=89&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management evaluated the company's disclosure controls and procedures, concluding they were effective as of December 31, 2021, with no material changes reported - As of December 31, 2021, the company's disclosure controls and procedures were deemed effective by management[405](index=405&type=chunk) - A management report on internal controls over financial reporting is not included due to the transition period for newly public companies[407](index=407&type=chunk) Part III [Item 10. 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 with a staggered board, independent audit and compensation committees, and a code of conduct Key Directors and Executive Officers | Name | Title | | :--- | :--- | | Betsy Cohen | Chairman of the Board | | Bracebridge H. Young, Jr. | President and Chief Executive Officer | | Douglas Listman | Chief Financial Officer | | Mark Tercek | Vice Chairman | - The Board of Directors is divided into two classes, with directors serving staggered two-year terms[421](index=421&type=chunk) - The Audit Committee consists of independent directors Andrew Hohns (Chairman), Tensie Whelan, and Lisa Shalett, with Dr. Hohns qualified as an 'audit committee financial expert'[425](index=425&type=chunk)[427](index=427&type=chunk) [Item 11. Executive Compensation](index=95&type=section&id=Item%2011.%20Executive%20Compensation) Prior to a business combination, no officers or directors receive cash compensation, but the company pays its sponsor a monthly fee of $30,000 for administrative support, and independent directors received founder shares - No cash compensation is paid to officers or directors for services rendered to the company before a business combination[432](index=432&type=chunk) - A monthly fee of **$30,000** is paid to the sponsor for office space, administrative, and shared personnel support services[432](index=432&type=chunk) - Each independent director has been allocated **20,000** founder shares by the sponsor[432](index=432&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=95&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Directors and officers beneficially own 27.8% of voting power via sponsor entities, with several institutional investors holding over 5% of Class A common stock Beneficial Ownership of Directors & Executive Officers (as a group) | Security Class | Shares Owned | Percentage of Class | | :--- | :--- | :--- | | Class A Common Stock | 976,081 | 3.8% | | Class B Common Stock | 8,615,141 | 100.0% | | Combined Voting Power | 9,591,222 | 27.8% | - The sponsor entities, managed by Betsy Cohen, hold all of the Class B founder shares and the private placement shares, giving management significant influence[439](index=439&type=chunk)[440](index=440&type=chunk) - Notable **5%** or greater beneficial owners of Class A common stock include Saba Capital Management (**6.4%**), Integrated Core Strategies (**6.2%**), Taconic Capital Advisors (**5.8%**), and Sculptor Capital (**5.8%**)[439](index=439&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=99&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Related-party transactions with the sponsor include founder share sales, private placement, and administrative fees, with disclosed conflicts and independent director determinations - The sponsor purchased **8,615,141** founder shares for **$25,000** and **976,081** private placement units for **$9.76 million**[446](index=446&type=chunk)[448](index=448&type=chunk) - The company has an administrative services agreement to pay the sponsor **$30,000 per month**[453](index=453&type=chunk) - Potential conflicts of interest are disclosed, noting that officers and directors have fiduciary duties to other entities, including other SPACs like FinTech V, FinTech VI, FTAC Athena, and FTAC Hera[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[462](index=462&type=chunk) [Item 14. Principal Accountant Fees and Services](index=103&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company's independent registered public accounting firm, WithumSmith+Brown, PC, billed $97,714 for audit fees from inception through December 31, 2021, with all services pre-approved Accountant Fees (Inception to Dec 31, 2021) | Fee Category | Amount | | :--- | :--- | | Audit Fees | $97,714 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | Part IV [Item 15. Exhibits and Financial Statement Schedules](index=104&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the documents filed as part of the Annual Report, including financial statements and various exhibits, with no financial statement schedules filed - The report includes the company's financial statements and a list of exhibits filed with the SEC[470](index=470&type=chunk)[472](index=472&type=chunk) [Item 16. Form 10-K Summary](index=105&type=section&id=Item%2016.%20FORM%2010-K%20SUMMARY) This item is not applicable - A Form 10-K summary is not applicable[473](index=473&type=chunk)