Part I Item 1. Business 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 technology232431 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 agreement6170 - 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 offer9394 - 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 shares12111 Item 1A. Risk Factors 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 worthless145 - 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 interest157159 - 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 target151152 - Officers and directors have fiduciary duties to other entities, including other SPACs, which may create conflicts of interest in presenting business opportunities to the company217219 - The company's securities face the risk of being delisted from NASDAQ if listing requirements are not maintained, which would reduce liquidity and marketability234235 Item 1B. Unresolved Staff Comments The company reports that it has no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments268 Item 2. Properties 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 support269 Item 3. Legal Proceedings 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 management270 Item 4. Mine Safety Disclosure This section is not applicable to the company's operations - Mine safety disclosures are not applicable271 Part II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 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 - No cash dividends have been paid to date, and none are intended prior to the completion of an initial business combination276 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 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 services303 - 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 sheet312 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 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 company317 Item 8. Financial Statements and Supplementary Data 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 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 disclosure404 Item 9A. Controls and Procedures 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 management405 - A management report on internal controls over financial reporting is not included due to the transition period for newly public companies407 Part III Item 10. Directors, Executive Officers, and Corporate Governance 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 terms421 - 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'425427 Item 11. Executive Compensation 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 combination432 - A monthly fee of $30,000 is paid to the sponsor for office space, administrative, and shared personnel support services432 - Each independent director has been allocated 20,000 founder shares by the sponsor432 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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 influence439440 - 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 Item 13. Certain Relationships and Related Transactions, and Director Independence 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 million446448 - The company has an administrative services agreement to pay the sponsor $30,000 per month453 - 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 Hera457461 - The board has determined that Tensie Whelan, Andrew Hohns, Therese Rein, and Lisa Shalett are independent directors462 Item 14. Principal Accountant Fees and Services 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 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 SEC470472 Item 16. Form 10-K Summary This item is not applicable - A Form 10-K summary is not applicable473
FTAC Emerald Acquisition Corp.(FLDDU) - 2021 Q4 - Annual Report