Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K, FTAC Emerald
Acquisition Corp., a Delaware corporation (the "Company"), consummated its
initial public offering (the "IPO") of 22,000,000 units (the "Units"), on
December 20, 2021. Each Unit consists of one share of Class A common stock of
the Company, par value $0.0001 per share ("Class A Common Stock"), and one-half
of one redeemable warrant of the Company ("Warrant"), with each whole Warrant
entitling the holder thereof to purchase one share of Class A Common Stock for
$11.50 per share. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $220,000,000.
The underwriters of the Company's previously announced IPO provided notice of
their election to partially exercise their over-allotment option, and the
closing of the issuance and sale of the additional Units (the "Over-Allotment
Option Units") occurred on January 14, 2022. A total aggregate issuance by the
Company of 2,869,342 Over-Allotment Option Units at a price of $10.00 per
Over-allotment Option Unit resulted in total gross proceeds of $28,693,420 to
the Company.
Simultaneously with the consummation of the IPO, the Company completed the
private sale (the "Private Placement") of an aggregate of 890,000 units (the
"Private Placement Units"). The Private Placement Units were sold to Emerald ESG
Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), at a
purchase price of $10.00 per Private Placement Unit, generating gross proceeds
to the Company of $8,900,000.
Simultaneously with the issuance and sale of the Over-Allotment Option Units,
the Company consummated the private sale of an additional 86,081 Private
Placement Units (the "Additional Private Placement Units") at a price of $10.00
per Additional Private Placement Units to the Sponsor, generating gross proceeds
of $860,810. The Additional Private Placement Units were issued pursuant to
Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions
did not involve a public offering.
On of January 14, 2022, an additional $28,980,354, comprised of the proceeds of
the sale of the Additional Private Placement Units and the Over-Allotment Option
Units, was added to the Company's U.S.-based trust account (the "Trust Account")
maintained by Continental Stock Transfer & Trust Company, acting as trustee.
As of January 14. 2022, the balance of the Trust Account was $251,180,354.
Except with respect to interest earned on the funds held in the Trust Account
that may be released to the Company to pay its taxes (less up to $100,000 of
interest that may be needed to pay dissolution expenses, if any), the funds held
in the Trust Account will not be released from the Trust Account until the
earliest of (i) the completion of the Company's initial business combination;
(ii) the redemption of any public shares properly tendered in connection with a
stockholder vote to amend the Company's amended and restated certificate of
incorporation to (A) modify the substance or timing of the Company's obligation
to redeem 100% of its public shares if the Company does not complete its initial
business combination within 18 months from the closing of the IPO, or 21 months
from the closing of the IPO if the Company has executed a letter of intent,
agreement in principle or definitive agreement for the initial business
combination within 18 months from the closing of the IPO but have not completed
the initial business combination within such 18-month period or (B) with respect
to any other material provision relating to stockholders' rights or pre-initial
business combination activity; and (iii) the redemption of 100% of the Company's
public shares if the Company has not completed an initial business combination
18 months from the closing of the IPO, or 21 months from the closing of the IPO
if the Company has executed a letter of intent, agreement in principle or
definitive agreement for the initial business combination within 18 months from
the closing of the offering but have not completed the initial business
combination within such 18-month period, subject to applicable law.
An unaudited balance sheet as of January 14, 2022, reflecting receipt of the
proceeds upon consummation of the IPO and the Private Placement, including the
underwriter's partial exercise of its over-allotment option, has been issued by
the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
On January 14, 2022, the Company issued a press release announcing the
underwriter's partial exercise of its over-allotment option, a copy of which is
attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Unaudited Balance Sheet as of January 14, 2022.
99.2 Press Release, dated January 14, 2022.
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FTAC EMERALD ACQUISITION CORP. 
