| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
| Page |
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) | F-2 |
|---|
| Financial Statements: |
|---|
| Balance Sheets | F-3 |
|---|
| Statements of Operations | F-4 |
|---|
| Statements of Changes in Stockholders’ Deficit | F-5 |
|---|
| Statements of Cash Flows | F-6 |
|---|
| Notes to Financial Statements | F-7 |
|---|
| (2) | Financial Statements Schedules: |
None.
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company. Copies of the exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov.
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement, dated December 15, 2021, by and between the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters(1) |
| 3.1 | Second Amended and Restated Certificate of Incorporation(1) |
| 3.2 | Amended and Restated Bylaws(2) |
| 3.3 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation(5) |
| 3.4 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation(6) |
| 4.1 | Specimen Unit Certificate(2) |
| 4.2 | Specimen Common Stock Certificate(2) |
| 4.3 | Specimen Warrant Certificate(2) |
| 4.4 | Warrant Agreement, dated December 15, 2021, by and between Continental Stock Transfer & Trust Company and the Company(1) |
| 4.5 | FTAC Emerald Acquisition Corp. Description of Securities(3) |
| 10.1 | Letter Agreement, dated December 15, 2021, by and among the Company, its officers, its directors and Emerald ESG Sponsor, LLC(1) |
| 10.2 | Administrative Services Agreement, dated December 15, 2021, by and between the Company and Emerald ESG Sponsor, LLC(1) |
| 10.3 | Unit Subscription Agreement, dated December 15, 2021 by and between the Company and Emerald ESG Sponsor, LLC(1) |
| 10.4 | Investment Management Trust Agreement, dated December 15, 2021, by and between the Company and Continental Stock Transfer & Trust Company(1) |
| 10.5 | Registration Rights Agreement, dated December 15, 2021, by and among the Company and Emerald ESG Sponsor, LLC(1) |
| 10.6 | Form of Indemnity Agreement(2) |
| 10.7 | Promissory Note dated January 13, 2023 made by the Company to the order of Emerald ESG Sponsor, LLC(4) |
| 10.8 | Amendment to the Investment Management Trust Agreement(5) |
| 10.9 | Amendment No. 2 to the Investment Management Trust Agreement(6) |
| 10.10 | First Amendment to Promissory Note dated October 16, 2023 made by and between the Company and Emerald ESG Sponsor, LLC(7) |
| 14.1 | Code of Business Conduct and Ethics(2) |
| 21.1* | Subsidiaries of the Registrant |
| 31.1* | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) |
| 31.2* | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) |
| 32.1* | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 |
| 32.2* | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 |
| 97.1* | Executive Incentive Clawback Policy |
| 101.INS* | Inline XBRL Instance Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on December 21, 2021 |
| (2) | Previously filed as an exhibit to our Registration Statement on Form S-1, as amended (File No. 333-261254) |
| (4) | Previously filed as an exhibit to our Current Report on Form 8-K filed on January 13, 2023 |
| (5) | Previously filed as an exhibit to our Current Report on Form 8-K filed on September 25, 2023 |
| (6) | Previously filed as an exhibit to our Current Report on Form 8-K filed on January 22, 2024 |
| (7) | Previously filed as an exhibit to our Current Report on Form 8-K filed on October 16, 2023 |