FTAC Emerald Acquisition Corp.(FLDDU) - 2022 Q1 - Quarterly Report

Part I. Financial Information Interim Financial Statements 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 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][23] - 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][26] - Following the IPO and over-allotment, $251,180,354 was placed in a Trust Account invested in U.S. government securities[30] Note 2. Summary of Significant Accounting Policies 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] - Class A common stock subject to possible redemption is classified as temporary equity outside of the stockholders' deficit section[50] - 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] Note 5. Related Party Transactions 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] - The company pays its Sponsor $30,000 per month for administrative services, incurring and paying $90,000 for the quarter[77] - The Sponsor may provide up to $2,000,000 in Working Capital Loans, which are convertible into units at $10.00 per unit[74][75] Note 6. Commitments and Contingencies 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] - 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][83][84] Management's Discussion and Analysis of Financial Condition and Results of Operations 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][105] - The company has no off-balance sheet financing arrangements[117] 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 This disclosure is not required as the company qualifies as a smaller reporting company - Disclosure is not required for smaller reporting companies[133] Controls and Procedures 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] - 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] Part II. Other Information Legal Proceedings The company reports that it is not a party to any material legal proceedings - The company has no legal proceedings to report[138] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - A total of $251,180,354 from the Public Offering and Private Placements was deposited into the Trust Account[145] Exhibits 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]