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, 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

 (Exact Name of Registrant as Specified in Its Charter)

 Delaware

 86-2170416

 (State or Other Jurisdiction of

Incorporation or Organization)

 (I.R.S. Employer

Identification Number)

 2929 Arch Street, Suite 1703, Philadelphia, PA

 19104

 (Address of Principal Executive Offices)

 (Zip Code)

 (215) 701-9555

 (Registrant's Telephone Number, Including
Area Code)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Class A common stock, par value $0.0001 per share

 EMLD

 Nasdaq Global Market

 Redeemable warrants, each whole warrant exercisable for one share of Class A common stock

 EMLDW

 Nasdaq Global Market

 Units, each consisting of one share of Class A common stock and one- half of one redeemable warrant

 EMLDU

 Nasdaq Global Market

 Securities registered pursuant to Section 12(g)
of the Act:

 None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the
past 90 days. Yes No

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of June 30, 2023, the last business day of
the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's voting securities
held by non-affiliates was approximately $ 257.4 million, based on the number of shares held by non-affiliates and the last reported sales
price of the registrant's Class A common stock as of that date.

 As of March 22, 2024, there were 14,349,106 shares of Class A common
stock and no shares of Class B common stock of the registrant issued and outstanding.

 Documents Incorporated by Reference: None.

 Item 1

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosure

 Item 5.

 Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [RESERVED]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 GLOSSARY OF TERMS

 Unless otherwise provided in this Annual Report
on Form 10-K:

to "we," "us," "company" or "our company" refer to FTAC Emerald Acquisition Corp.;

to our "sponsor" refer collectively to Emerald ESG Sponsor, LLC, a Delaware limited liability company, and Emerald ESG Advisors,
LLC, a Delaware limited liability company. The manager of each entity is Betsy Cohen;

to "CCM" are to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC. CCM is a broker dealer subsidiary
of Cohen & Company Inc., a company of which our Chairman's son is also Chairman of the Board and a controlling stockholder.
Affiliates of CCM also have and manage investment vehicles with a passive investment in our sponsor;

to "completion window" are to the period following the closing of the offering at the end of which, if we have not completed
our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described
herein; the completion window ends December 20, 2024;

to "initial holders" or "initial stockholders" are to our sponsor and any other holders of our founder shares
immediately prior to our initial public offering;

to "founder shares" are to, prior to the Class B Conversion, 8,615,141 shares of our Class B common stock and after the Class
B Conversion, 8,615,141 shares of our Class A common stock, issued by us to our initial stockholders;

to our "initial public offering" or "public offering" means the initial public offering of 24,869,342 of our
units, each unit consisting of one share of our Class A common stock and one-half of one warrant, where each whole warrant entitles the
holder to purchase one share of our Class A common stock, which was consummated on December 20, 2021 (22,000,000 units) and January 14,
2022 (2,869,342 units);

to our "management" or our "management team" refer to our officers;

to our "public shares" are to shares of our Class A common stock sold as part of the units in our initial public offering
(whether they were purchased in the initial public offering or thereafter in the open market);

to "public stockholders" refer to the holders of our public shares, which may include our initial holders and members of
our management team if and to the extent they have purchased public shares, provided that any such holder's status as a "public
stockholder" shall only exist with respect to such public shares;

to "private placement" refer to the private placement of 976,081 units purchased by our sponsor, which was consummated simultaneously
with the completion of our initial public offering, at a purchase price of $10.00 per unit for a total purchase price of $9.8 million;

to "placement units" are to the 976,081 units purchased by our sponsor in the private placement, each placement unit consisting
of one placement share and one-half of one placement warrant;

to "placement shares" are to an aggregate of 976,081 shares of our Class A common stock included within the placement units
purchased by our sponsor in the private placement;

to "placement warrants" are to warrants to purchase an aggregate of 488,041 shares of our Class A common stock included within
the placement units purchased by our sponsor in the private placement;

to "Target Sectors" are to businesses with a core commitment to providing social, financial, and environmental value operating
in sectors such as: clean/renewable energy; water sustainability; agricultural technology; shared economy software; and next generation
mobility; and

to "trust account" are to the trust account into which $251,180,354 of the net proceeds of the initial public offering and
private placement were initially deposited for the benefit of the public stockholders.

 ii

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Certain statements contained
in this Annual Report, which reflect our current views with respect to future events and financial performance, and any other statements
of a future or forward-looking nature, constitute "forward-looking statements" for the purposes of federal securities laws.
Our forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes,
beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intends,"
"may," "might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements
about:

 the
ability of our officers and directors to generate potential investment opportunities;

 our
ability to complete our initial business combination;

 our
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 the
allocation by our officers and directors of their time to other businesses and their potential conflicts of interest with our business
or in approving our initial business combination;

 our
potential ability to obtain additional financing to complete our initial business combination;

 our
pool of prospective target businesses;

 failure
to maintain the listing on, or the delisting of our securities from, NASDAQ or an inability to have our securities listed on NASDAQ or
another national securities exchange following our initial business combination;

 potential
changes in control if we acquire one or more target businesses for stock;

 our
public securities' potential liquidity and trading;

 the
lack of a market for our securities;

 the
use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

 our
financial performance.

 The forward-looking statements
contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described under the heading "Risk Factors". Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 iii

 Summary of Risk Factors

 Our business is subject to
numerous risks and uncertainties, including those highlighted in the section title "Risk Factors," that represent challenges
that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances
described in the section titled "Risk Factors," alone or in combination with other events or circumstances, may adversely
affect our ability to effect a business combination, and may have an adverse effect on our business, cash flows, financial condition and
results of operations. Such risks include, but are not limited to:

 newly formed company without an operating history;

 delay in receiving distributions from the trust account;

 lack of opportunity to vote on our proposed business combination;

 lack of protections afforded to investors of blank check companies;

 deviation from acquisition criteria;

 issuance of equity and/or debt securities to complete a business combination;

 lack of working capital;

 third-party claims reducing the per-share redemption price;

 our stockholders being held liable for claims by third parties against us;

 failure to enforce our sponsor's indemnification obligations;

 warrant holders limited to exercising warrants only on a "cashless basis;"

 the ability of warrant holders to obtain a favorable judicial forum for disputes with our company;

 dependence on key personnel;

 conflicts of interest of our sponsor, officers and directors;

 the delisting of our securities by NASDAQ;

 dependence on a single target business with a limited number of products or services;

 our stockholders' inability to vote or redeem their shares in connection with our extensions;

 shares being redeemed and warrants becoming worthless;

 our competitors with advantages over us in seeking business combinations;

 ability to obtain additional financing;

 our initial stockholders controlling a substantial interest in us;

 iv

 warrants adverse effect on the market price of our common stock;

 disadvantageous timing for redeeming warrants;

 registration rights' adverse effect on the market price of our common stock;

 impact of COVID-19 and related risks;

 business combination with a company located in a foreign jurisdiction;

 changes in laws or regulations;

 tax consequences to business combinations; and

 exclusive forum provisions in our amended and restated certificate of incorporation.

 v

 Item 1.

 BUSINESS

 Overview

 We are a blank check company
incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, with one or more businesses or assets, which we refer to as our initial business
combination. We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate
our initial business combination.

 We have concentrated our efforts
on identifying companies in the Target Sectors that power transformation and innovation. Our expertise lends itself well to pursuing platforms
related to the Target Sectors, but we are not required to complete our initial business combination with a business in these industries
and, as a result, we may pursue a business combination outside of these industries. We expect to pursue global businesses but may also
acquire a domestic company. We do not intend to acquire companies that have speculative business plans or are excessively leveraged.

 We believe our management
team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses
we acquire. However, our management team's network and investing and operating experience do not guarantee a successful initial
business combination. The members of our management team are not required to devote any significant amount of time to our business and
are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their
respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until
our initial business combination is completed. Past performance by our management team is not a guarantee of success with respect to any
business combination we may consummate.

 At December 31, 2023, we had
not yet commenced operations. All activity through December 31, 2023 relates to the Company's formation, its initial public offering,
and identifying a target company for our initial business combination. Pursuant to the Company's second amended and restated certificate
of incorporation (the "Charter"), the date by which the Company must cease operations and liquidate if it has not completed
a business combination is December 20, 2024.

 The registration statement
for our initial public offering was declared effective on December 15, 2021. On December 20, 2021, we consummated the initial public offering
of 22,000,000 units generating gross proceeds of $220,000,000. On January 11, 2022, the underwriter partially exercised its over-allotment
option, resulting in the sale on January 14, 2022 of an additional 2,869,342 units for total gross proceeds of $28,693,420, bringing the
aggregate gross proceeds of the initial public offering to $248,693,420.

 Simultaneously with the closing
of the initial public offering, we consummated the sale of 890,000 placement units at a price of $10.00 per unit in a private placement
to our sponsor. On January 11, 2022, the underwriter partially exercised its over-allotment option, resulting in the sale on January 14,
2022 of an additional 86,081 private placement units, generating total gross proceeds of $9,760,810.

 Following the closing of the
initial public offering on December 20, 2021, and the closing of the partial over-allotment option on January 14, 2022, an amount of $251,180,354
($10.10 per unit) from the net proceeds of the sale of the units in the initial public offering and the placement units was placed in
a trust account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations, until
the earlier of: (i) the consummation of a business combination, (ii) the redemption of any public shares properly tendered in connection
with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation
to redeem 100% of our public shares if we do not complete a business combination during the completion window or (B) with respect to any
other material provision relating to stockholders' rights or pre-initial business combination activity; or (iii) the redemption
of 100% of the public shares if the Company has not completed an initial business combination within the completion window or upon any
earlier liquidation of us.

 On September 19, 2023,
the Company held a special meeting in lieu of annual meeting of its stockholders (the "Prior Meeting") at which the Company's
stockholders approved (A) an amendment (the "Prior Charter Amendment") to the Company's Charter to extend the date
by which the Company has to consummate its initial business combination from September 20, 2023 to January 19, 2024 (or such
earlier date as determined by the Company's Board of Directors); and (B) an amendment (the "Prior Trust Amendment")
to the Company's Trust Agreement to allow the trustee to liquidate the trust account at such time as may be determined by the Company
as set forth in the Prior Charter Amendment. In connection with the Prior Meeting, the holders of 9,239,192 shares of redeemable
Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.4762 per
share, for an aggregate redemption amount of approximately $96,791,644. Following the redemptions, 15,630,150 shares of redeemable
Class A common stock remained outstanding.

 Between September 7 and 15,
2023, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing
not to redeem public shares in connection with the Prior Meeting. In exchange for the foregoing commitments not to redeem public shares,
the Company has agreed to issue or cause to be issued an aggregate of 1,610,000 shares of Class A common stock at the time
of the Company's initial business combination ("Investor Shares").

 Following the Prior Meeting,
the Sponsor determined to convert all the outstanding shares of Class B common stock into shares of Class A common stock on
a one-for-one basis (the "Class B Conversion"). Notwithstanding the Class B Conversion, the Sponsor, as well
as the Company's officers and directors, will not be entitled to receive any funds held in the Trust Account with respect to any
shares of Class A common stock issued to such holders as a result of the Class B Conversion, and no additional amounts will
be deposited into the Trust Account in respect of shares of Class A common stock held by the Sponsor.

 On January 19, 2024, the Company
held a special meeting of its stockholders (the "January Meeting") at which the Company's stockholders approved (A)
an amendment (the "January Charter Amendment") to the Company's Charter to extend the date by which the Company has
to consummate its initial business combination from January 19, 2024 to December 20, 2024 (or such earlier date as determined by the Company's
Board of Directors); and (B) an amendment (the "January Trust Amendment") to the Trust Agreement to allow the trustee to liquidate
the trust account at such time as may be determined by the Company as set forth in the January Charter Amendment. In connection with the
January Meeting the holders of 10,872,266 shares of redeemable Class A common stock exercised their right to redeem their shares for cash
at a redemption price of approximately $10.6224 per share, for an aggregate redemption amount of approximately $115,489,643. Following
the redemptions, 4,757,884 shares of redeemable Class A common stock remain outstanding.

 Between January 9 and 17, 2024, we entered into non-redemption agreements
with unaffiliated third parties in exchange for each such party agreeing not to redeem public shares in connection with the January Meeting.
In exchange for the foregoing commitments not to redeem public shares, we agreed to issue or cause to be issued an aggregate of 1,137,500
shares of Class A common stock at the time of the Company's initial business combination.

 Business Strategy

 We will seek to capitalize
on the significant ESG experience and contacts of Betsy Z. Cohen, our Chairman of the Board, Mark Tercek, our Vice Chairman of the Board,
Bracebridge H. Young, Jr., our President and CEO, Douglas Listman, our Chief Financial Officer, and our board of directors, to identify,
evaluate and acquire a business with a core commitment to providing social, financial, and environmental value operating in sectors such
as: clean/renewable energy; water sustainability; agricultural technology; shared economy software; and next generation mobility (the
"Target Sectors"), although we may pursue a business combination outside of those sectors. We believe that challenges in climate,
biodiversity, water and energy pose pervasive risks to society and addressing these challenges are significant and attractive business
opportunities for which comprehensive solutions can be used to effectuate climate change and reduce carbon emissions. If we elect to pursue
an investment outside of those sectors, our management's expertise related to those sectors may not be directly applicable to its
evaluation or operation, and the information contained in this Annual Report regarding that sector might not be relevant to an understanding
of the business that we elect to acquire.

 Our Chairman of the Board

 Betsy Z. Cohen, Chairman.
Betsy Z. Cohen has served as our Chairman since April 2021. She previously served as a director of Metromile, Inc. from February 2021
to July 2021. Ms. Cohen served as Chairman of FTAC Olympus' board of directors from November 2020 until June 2021, as Chairman of
FinTech IV's board of directors from May 2019 until June 2021, as Chairman of FinTech III's board of directors from March
2017 until October 2020, and as Chairman of FinTech II's board of directors from August 2016 until July 2018. She served as a director
of FinTech I and its successor, Card Connect Corp., a provider of payment processing solutions to merchants, from November 2013 until
May 2017, and previously served as Chairman of the board of directors of FinTech I from July 2014 through July 2016 and as FinTech I's
Chief Executive Officer from July 2014 through August 2014. She served as Chief Executive Officer of Bancorp and its wholly-owned subsidiary,
Bancorp Bank, from September 2000 and Chairman of Bancorp Bank from November 2003, and resigned from these positions upon her retirement
in December 2014. She served as the Chairman of the Board of Trustees and as a trustee of RAIT Financial Trust, a real estate investment
trust, from its founding in August 1997, through her resignation as of December 31, 2010 and served as RAIT's Chief Executive Officer
from 1997 to 2006. Ms. Cohen served as a director of Hudson United Bancorp (a bank holding company), the successor to JeffBanks, Inc.,
from December 1999 until July 2000 and as the Chairman of the Jefferson Bank Division of Hudson United Bank (Hudson United Bancorp's
banking subsidiary) from December 1999 through March 2000. Before the merger of JeffBanks, Inc. with Hudson United Bancorp in December
1999, Ms. Cohen was Chairman and Chief Executive Officer of JeffBanks, Inc. from its inception in 1981 and also served as Chairman and
Chief Executive Officer of each of its subsidiaries, Jefferson Bank, which she founded in 1974, and Jefferson Bank New Jersey, which she
founded in 1987. From 1985 until 1993, Ms. Cohen was a director of First Union Corp. of Virginia (a bank holding company) and its predecessor,
Dominion Bancshares, Inc. Ms. Cohen also served as a director of Aetna, Inc. (NYSE: AET), an insurance company, from 1994 until May 2018.

 Our Chairman's Experience and Positions
with Other SPACs

 Ms. Cohen has previously
served as Chairman of the board of directors for other Special Purpose Acquisition Companies ("SPACs"), including, FinTech I, FinTech II, FinTech III, FinTech IV and FTAC
Olympus. Additionally, Ms. Cohen currently serves as Chairman of the board of directors for Cohen Circle, LLC (formerly Fintech Masala,
LLC). We believe that potential sellers of target businesses will view this experience as a positive factor in considering whether or
not to enter into a business combination with us and we believe the Ms. Cohen's connections and experience will provide a strong
pipeline of potential acquisitions to our Company.

 FinTech I

of the board of directors of FinTech I, a former blank check company that raised $100.0 million in its initial public offering in
February 2015 at an initial public offering price of $10.00 per share. In July 2016, FinTech I completed its initial business
combination when it acquired FTS Holding Corporation, or FTS, a provider of payment processing solutions to merchants throughout the United
States.

 Upon the closing of the acquisition,
the pre-acquisition executive officers of FinTech I resigned and were replaced by the executive officers of FTS and, the pre-acquisition
directors of FinTech I resigned, except for Ms. Cohen who continued as a director of the combined company, and were succeeded by
directors designated pursuant to the terms of the acquisition. FinTech I changed its name to CardConnect Corp. at closing.

 The common stock of CardConnect
Corp. was traded on the NASDAQ Global Market under the symbol "CCN" until CardConnect Corp. was acquired by First Data Corporation
in July 2017 for $15.00 per share in cash.

 FinTech II

of the board of directors of FinTech II, a blank check company that raised $175.0 million in its initial public offering in January 2017
at an initial public offering price of $10.00 per share. In July 2018, FinTech II completed its initial business combination when
it acquired Intermex Holdings II, Inc. ("Intermex"). FinTech II changed its name to International Money Express, Inc. at closing.

 The common stock of International
Money Express, Inc. is currently traded on the NASDAQ Global Market under the symbol "IMXI."

 FinTech III

of the board of directors of FinTech III, a blank check company that raised $345.0 million in its initial public offering in November 2018
at an initial public offering price of $10.00 per share. In October 2020, FinTech III completed its initial business combination
with Paya, Inc. The name of the public entity was changed to Paya Holdings Inc. at closing.

 The shares of common stock
and warrants of Paya Holdings Inc. are currently traded on the NASDAQ Global Market under the symbols "PAYA" and "PAYAW,"
respectively.

 FinTech IV

of the board of directors of FinTech IV, a blank check company that raised $230 million in its initial public offering in September 2020
at an initial public offering price of $10.00 per share. FinTech IV completed its initial business combination with PWP Holdings LP in
June 2021. The name of the public entity was changed to Perella Weinberg Partners at closing.

 The shares of common stock
and warrants of Perella Weinberg Partners are currently traded on the NASDAQ Global Select Market under the symbols "PWP"
and "PWPPW," respectively.

 FTAC Olympus

of the board of directors of FTAC Olympus, a blank check company, that raised approximately $754.7 million in its initial public
offering in August 2020 at an initial public offering price of $10.00 per share. FTAC Olympus completed its initial business combination
with Payoneer Inc. in June 2021. The name of the public entity was changed to Payoneer Global Inc. at closing.

 The shares of common stock
and warrants of Payoneer Global Inc. are currently traded on the NASDAQ Global Market under the symbols "PAYO" and "PAYOW,"
respectively.

 Our Vice Chairman and President and CEO

 Mark Tercek is Vice Chairman
of our board of directors and Bracebridge H. Young, Jr. is our President and CEO, and between the two of them they have substantial experience
as investors and operators in the ESG sector, as well as a broad array of experience in mergers and acquisitions and capital markets.
We believe that potential sellers of target businesses will view this experience as a positive factor in considering whether or not to
enter into a business combination with us and we believe that Mr. Tercek's and Mr. Young's connections in the ESG
sector will provide a strong pipeline of potential acquisitions to our Company.

 Sponsor Partnership with Fintech Masala

 Emerald ESG Sponsor, LLC is
a partnership between Fintech Masala, LLC ("Fintech Masala") and our Vice Chairman of the Board, Mark Tercek, and Bracebridge
Young Jr., our President and CEO. Additionally, our Chairman of the Board, Betsy Cohen, is also the Chairman of the board of directors
of Fintech Masala. Emerald ESG Sponsor, LLC unites the knowledge and experience of Fintech Masala as a technology investor and SPAC sponsor
with the entrepreneurial and ESG experience of our Vice Chairman and President and CEO.

 Fintech Masala

 FinTech Masala specializes
in providing growth capital to technology and financial services technology companies via special purpose acquisition vehicles and venture
investments. The FinTech Masala team is comprised of principals and advisers with extensive experience in operating public and private
companies in the technology and financial services sectors, mergers and acquisitions and venture investors. As of the date of this Annual
Report, the Managing Members of FinTech Masala have been affiliated with the sponsor for FinTech I, FinTech II, FinTech III, FinTech IV
and FTAC Olympus (together the "FinTech Masala SPACs").

 Each of the FinTech Masala
SPACs have consummated initial business combinations.

 Several members of Fintech
Masala's management team, including our Chairman, have served as executive officers and/or directors for the Fintech Masala SPACs.
We believe that potential sellers of target businesses will view the fact that members of our board of directors and management team have
successfully closed multiple business combinations with vehicles similar to our company as a positive factor in considering whether or
not to enter into a business combination with us. However, past performance is not a guarantee of success with respect to any business
combination we may consummate.

 Mark Tercek, Director
(Vice Chairman). Mr. Tercek has served as Vice Chairman of our board of directors since December 2021. He is a global conservation
leader and financial professional with expertise in conservation finance, corporate sustainability, and cross-sector collaboration. From
2008 to 2019, Mark served as CEO of The Nature Conservancy, the largest private conservation organization in the United States. Under
Mr. Tercek's leadership, The Nature Conservancy launched NatureVest, the impact capital initiative, ran a $7 billion capital
fundraising campaign, and established a permanent department focused on gender, diversity, equity and inclusion (GDEI). Prior to serving
as CEO of The Nature Conservancy, Mr. Tercek served as Managing Director and Partner at Goldman Sachs, where over time he had responsibility
for managing several of the firm's key units, including Corporate Finance, Real Estate Investment Banking, Equity Capital Markets,
and Pine Street, the firm's leadership development program. In 2005, he was tapped to develop Goldman Sachs's environmental
strategy and to lead its Environmental Markets Group. In addition, Mr. Tercek has advised on boards and councils for a number of
global organizations, including the Nicholas Institute for Environmental Policy Solutions at Duke University, the Social Enterprise Initiative
at Harvard Business School, the China Council for International Cooperation on Environment and Development, the Rockefeller Foundation
Economic Council on Planetary Health, Acumen, the AXA Stakeholders Advisory Panel, and Resources for the Future. From 2003 until 2008,
Mr. Tercek was on the finance faculty of New York University's Stern School of Business. Since 2016, he has served on the Board
of Trustees of Williams College. He is the co-author of the Washington Post and Publisher's Weekly bestselling book Nature's
Fortune: How Business and Society Thrive by Investing in Nature. Mr. Tercek earned an M.B.A. from Harvard in 1984 and a B.A.
from Williams College in 1979.

 Bracebridge H. Young,
Jr., President and CEO. Mr. Young is our President and Chief Executive Officer and also serves as Executive Chairman of Arabesque
USA, a global asset management firm that specializes in integrating artificial intelligence and sustainability research into its investment
approach. In addition, Mr. Young serves as a member of the board of advisors of Newmarket Investment Management. Prior to joining
Arabesque USA in 2017, Mr. Young served as Chief Executive Officer at Eclat Impact in 2016. From 2000 through 2015, Mr. Young
served as Chief Executive Officer and Partner at Mariner Investment Group. He joined Mariner directly from Goldman Sachs, where he began
on the Commercial Paper trading desk in 1980 and subsequently served as Head Trader for institutional money market funds, Co-Head of the
Money Market Sales and Trading Department in New York, Head of Fixed-Income activity in Tokyo, Head of Fixed-Income and foreign exchange
sales in London, and, finally, Partner and Head of European Debt Capital Markets in New York. Mr. Young serves as Chairman of the
board of directors of Social Finance, Inc., a Boston-based nonprofit organization dedicated to mobilizing investment capital to drive
social change, serves on the boards of directors for Social Progress Imperative, a non-profit best known for measuring countries'
social and environmental performance, Cultivo, the developer of an investment platform focused on environmental ventures, and TerViva,
an agricultural technology company. Additionally, he is an advisor to Upwell, technology-enabled water asset company. Mr. Young received
a B.A from Bowdoin College in 1977 and an M.B.A. from New York University's Stern School of Business in 1983.

 Douglas Listman, CFO.
Douglas Listman is our Chief Financial Officer. He has served as the Chief Accounting Officer of Cohen & Company, Inc. since December 2009
and Chief Accounting Officer of Cohen & Company, LLC since 2006. From 2004 to 2006, Mr. Listman served as an associate for Resources
Global Professionals (a worldwide accounting services consulting firm). From 1992 to 2003, Mr. Listman served in various accounting
and finance positions including: senior accountant with KPMG; Assistant Corporate Controller of Integrated Health Services (a publicly
traded provider of skilled nursing services; NYSE: IHS); Controller of Integrated Living Communities (a publicly traded provider of assisted
living services; NASDAQ: ILCC); Chief Financial Officer of Senior Lifestyles Corporation (a privately owned provider of assisted
living services); and Chief Financial Officer of Monarch Properties (a privately owned health care facility real estate investment company).
Mr. Listman is a Certified Public Accountant and graduated from the University of Delaware with a B.S. in accounting.

 We believe that potential
sellers of target businesses will view the fact that Ms. Cohen, Mr. Young, Mr. Tercek, and Mr. Listman have successfully
closed multiple business combinations with vehicles similar to our company as a positive factor in considering whether or not to enter
into a business combination with us. However, past performance is not a guarantee of success with respect to any business combination
we may consummate.

 NASDAQ rules require that
we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held
in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at
the time of our signing a definitive agreement in connection with our initial business combination. If the initial business combination
involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions
and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder
approval, as applicable. Our board of directors will make the determination as to the fair market value of our initial business combination.
If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain
an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect
to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent
determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced
with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target's assets
or prospects. Notwithstanding the foregoing, if we are not then listed on NASDAQ for whatever reason, we would no longer be required to
meet the foregoing 80% fair market value test.

 We anticipate structuring
our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own
shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that
the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet
certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business
combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders
prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on
valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue
a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a
100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders
immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial
business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by
the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account
for purposes of NASDAQ's 80% fair market value test.

 In addition to any potential
business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from
various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to
divest non-core assets or divisions.

 In evaluating a prospective
target business, we conduct an extensive due diligence review which encompasses, as applicable and among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and a review of financial
and other information about the target and its industry.

 We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, nor are we prohibited
from partnering, submitting joint bids, or entering into any similar transaction with our sponsor, or an affiliate of our sponsor, in
the pursuit of an initial business combination. If we seek to complete an initial business combination with such a company or we partner
with our sponsor, or any of its affiliates in our pursuit of an initial business combination, we, or a committee of independent directors,
will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect
to fair market value that the business combination is fair to our stockholders from a financial point of view.

 As more fully discussed in
"Certain Relationships and Related Transactions; and Director Independence — Conflicts of Interest," if any of
our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to
which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination
opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our directors currently have relevant
fiduciary duties or contractual obligations that may take priority over their duties to us. However, our sponsor, officers and directors
may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial
business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present
business combination opportunities to us or to any other blank check company with which they may become involved. We do not believe that
any potential conflicts would materially affect our ability to complete our initial business combination.

 Effecting Our Initial Business Combination

 General

 We are not presently engaged
in, and we will not engage in, any operations until our initial business combination. We intend to effectuate our initial business combination
using cash from the proceeds of the initial public offering and the private placement, our capital stock, debt or a combination of these
as the consideration to be paid in our initial business combination.

 If we pay for our initial
business combination using stock or debt securities, or we do not use all of the funds released from the trust account for payment of
the purchase price in connection with our business combination or for redemptions of our Class A common stock, we may apply the balance
of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations
of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination,
to fund the purchase of other companies or for working capital.

 There is no current basis
for stockholders to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business
combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot
assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those
risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact
a target business.

 NASDAQ rules require that
our initial business combination be with one or more target businesses that together have a fair market value equal to at least 80% of
the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our
signing a definitive agreement in connection with our initial business combination. However, if our securities are not listed on NASDAQ
or another securities exchange, we will no longer be subject to that requirement.

 We may seek to raise additional
funds through a private offering of debt or equity securities to finance our initial business combination, and we may effectuate an initial
business combination using the proceeds of such offering rather than using the amounts held in the trust account. Subject to compliance
with applicable securities laws, we would consummate such financing only simultaneously with the consummation of our initial business
combination. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents
or proxy materials disclosing the initial business combination would disclose the terms of the financing and, only if required by law
or NASDAQ, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or
through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding
with any third party with respect to raising any additional funds through the sale of securities or otherwise.

 Our sponsor paid a nominal
purchase price for the founder shares and, as a result, is likely to earn a substantial profit on its investment in us upon disposition
of its Class A common stock even if the trading price of our Class A common stock declines after we complete our initial business
combination. Our sponsor may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing
or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as
our public stockholders paid for their public shares. See "Risk Factors — The nominal purchase price paid by
our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we complete an initial
business combination. In addition, the value of the sponsor's founder shares will be significantly greater than the amount our sponsor
paid to purchase such shares in the event we complete an initial business combination, even if the business combination causes the trading
price of our Class A common stock to materially decline."

 Sources of Acquisition Candidates

 Target business candidates
are brought to our attention from various unaffiliated sources, including investment bankers, attorneys, accountants, venture capital
funds, private equity funds, leveraged buyout funds, management buyout funds, brokers and other members of the financial community and
corporate executives. These target candidates may present solicited or unsolicited proposals. Such sources became aware that we were seeking
a business combination candidate by a variety of means, including publicly available information relating to the initial public offering,
public relations and marketing efforts or direct contact by management following the completion of the initial public offering.

 Our officers and directors,
as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their contacts.
We may engage the services of professional firms or other individuals that specialize in business acquisitions, in which event we may
pay a finder's fee, consulting fee or other compensation to be determined in an arm's length negotiation based on the terms
of the transaction. We will engage a finder only if our management determines that the use of a finder may bring opportunities to us that
may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management
determines is in our best interest to pursue. Payment of finder's fees is customarily tied to completion of a transaction, in which
case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our officers
or directors, or any entity with which they are affiliated, be paid any finder's fee, consulting fee or other compensation prior
to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type
of transaction that it is), other than (i) repayment of loans made to us prior to the date of the initial public offering by an affiliate
of our sponsor to cover offering-relating and organization expenses, (ii) repayment of loans that our sponsor or one of its affiliates
make to finance transaction costs in connection with an intended initial business combination (provided that if we do not consummate an
initial business combination, we may use working capital held outside the trust account to repay such loaned amounts, but no proceeds
from our trust account would be used for such repayment), (iii) payments to our sponsor or its designee of a total of $30,000 per month
for office space, administrative and shared personnel support services, (iv) payment of certain consulting fees to persons engaged by
an entity affiliated with certain of our directors and officers, (v) at the closing of our initial business combination, a customary advisory
fee to affiliates of our sponsor, in an amount that constitutes a market standard advisory fee for comparable transactions and services
provided; (vi) payment of customary fees for financial advisory services (including to CCM); and (vii) to reimburse our sponsor, officers
or directors for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Any
advisory fee payable to an affiliate of our sponsor will be negotiated on an arms-length basis and will require approval of our audit
committee. None of the initial holders, our officers, our directors or any entity with which they are affiliated will be allowed to receive
any compensation, finder's fees or consulting fees from a prospective acquisition target in connection with a contemplated acquisition
of such target by us. Although some of our officers and directors may enter into employment or consulting agreements with the acquired
business following our initial business combination, the presence or absence of any such arrangements will not be used as a criterion
in our selection process of an acquisition candidate.

 We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or their affiliates.
Additionally, we are not prohibited from partnering, submitting joint bids, or entering into any similar transaction with such persons
in the pursuit of an initial business combination. If we seek to complete an initial business combination with such a company or we partner
with such persons in our pursuit of an initial business combination, we, or a committee of independent directors, would obtain an opinion
from an independent investment banking firm that is a member of FINRA or an independent accounting firm, that such an initial business
combination is fair to our stockholders from a financial point of view. Generally, such opinion is rendered to a company's board
of directors and investment banking firms may take the view that stockholders may not rely on the opinion. Such view will not impact our
decision on which investment banking firm to hire.

 Unless we consummate our initial
business combination with an affiliated entity, we are not required to obtain a financial fairness opinion from an independent investment
banking firm. If we do not obtain such an opinion, our stockholders will be relying on the judgment of our board of directors, who will
determine fair market value and fairness based on standards generally accepted by the financial community. The application of such standards
would involve a comparison, from a valuation standpoint, of our business combination target to comparable public companies, as applicable,
and a comparison of our contemplated transaction with such business combination target to other then-recently announced comparable private
and public company transactions, as applicable. The application of such standards and the basis of our board of directors' determination
will be discussed and disclosed in our tender offer or proxy solicitation materials, as applicable, related to our initial business combination.
If any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business
of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business
combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently
have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

 Selection of a target business and structuring
of our initial business combination

 NASDAQ rules require that
we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held
in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at
the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair
market value test. The fair market value of our initial business combination will be determined by our board of directors based upon one
or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading
multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses.
Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the
standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors
will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy
solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders
with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board
of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the
satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination
of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the
business of a particular target or if there is a significant amount of uncertainty as to the value of a target's assets or prospects.
We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject
to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective
target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or
a similar company with nominal operations.

 In any case, we will only
complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or
otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under
the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses,
the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account
for purposes of NASDAQ's 80% fair market value test. There is no basis for stockholders to evaluate the possible merits or risks
of any target business with which we may ultimately complete our initial business combination.

 To the extent we effect our
initial business combination with a company or business that may be financially unstable or in its early stages of development or growth
we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks
inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

 In evaluating a prospective
business target, we conduct a thorough due diligence review, which encompasses, among other things, meetings with incumbent management
and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and
other information that will be made available to us.

 The time required to select
and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination.

 Lack of business diversification

 For an indefinite period of
time after consummation of our initial business combination, the prospects for our success may depend entirely on the future performance
of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in
a single line of business. In addition, we intend to focus our search for an initial business combination in a single industry. By consummating
a business combination with only a single entity, our lack of diversification may:

 subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

 cause us to depend on the marketing and sale of a single product or limited number of products or services.

 Limited ability to evaluate the target's
management team

 Although we closely scrutinize
the management of a prospective target business when evaluating a target business, our assessment of the target business' management
may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage
a public company. The future role of members of our management team, if any, in the target business cannot presently be stated with any
certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following a business
combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to a business combination. Moreover,
we cannot assure you that members of our management team will have experience or knowledge relating to the operations of the particular
target business.

 We cannot assure you that
any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether
any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

 Following a business combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we
will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.

 Stockholders may not have the ability to approve
a business combination

 We may not seek stockholder
approval before we effect our initial business combination as not all business combinations require stockholder approval under applicable
state law. However, we will seek stockholder approval if it is required by law or NASDAQ, or we may decide to seek stockholder approval
for business or other reasons. Presented in the table below is a table of the types of initial business combinations we may consider and
whether stockholder approval is currently required under Delaware law for each such transaction.

 Type of Transaction

 Whether

Stockholder

Approval is

Required

 Purchase of assets

 No

 Purchase of stock of target not involving a merger with the company

 No

 Merger of target into a subsidiary of the company

 No

 Merger of the company with a target

 Yes

 So long as we obtain and maintain
a listing for our securities on NASDAQ, stockholder approval would be required for our initial business combination if, for example:

 we
issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then
outstanding (other than in a public offering);

 any
of our directors, officers or substantial stockholders (as defined by NASDAQ rules) has a 5% or greater interest (or such persons collectively
have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present
or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or

 the
issuance or potential issuance of common stock will result in our undergoing a change of control.

 Permitted purchases of our securities

 If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender
offer rules, our sponsor, directors, officers or their respective affiliates may purchase public securities in the open market or in privately
negotiated transactions either prior to or following the consummation of our initial business combination, although as of the date of
this Annual Report they have no commitments, plans or intentions to engage in such transactions. If they do effect such purchases, we
anticipate that they would approach a limited number of large holders of our securities that have voted against the business combination
or sought redemption of their shares, or that have indicated an intention to do so, and engage in direct negotiations for the purchase
of such holders' positions. All holders approached in this manner would be institutional or sophisticated holders. There is no limit
on the number of shares they may acquire. Our sponsor, directors, officers, advisors or their affiliates will not make any such purchases
when they are in possession of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation
M under the Exchange Act or in transactions that would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act. Although they do
not currently anticipate paying any premium purchase price for such public shares, there is no limit on the price they may pay. They may
also enter into transactions to provide such holders with incentives to acquire shares or vote their shares in favor of an initial business
combination. No funds in the trust account may be used to effect purchases of public securities in the open market or in privately negotiated
transactions.

 The purpose of such purchases
of public securities would be to (i) increase the likelihood of obtaining stockholder approval of the business combination or (ii) to
satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at
the closing of the business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases
of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the
warrantholders for approval in connection with our initial business combination. This may result in the consummation of a business combination
that may not otherwise have been possible.

 As a consequence of any such
purchases by our sponsor, directors, officers or their affiliates, the public "float" of our common stock may be reduced and
the number of beneficial holders of our securities may be reduced, which may make it difficult to obtain the continued listing of our
securities on NASDAQ or another national securities exchange in connection with our initial business combination.

 Our sponsor, officers, directors
and/or their respective affiliates anticipate that they will identify the public stockholders with whom they may pursue privately negotiated
purchases through either direct contact by the public stockholders or by our receipt of redemption requests or votes against the business
combination submitted by such public stockholders following our mailing of proxy materials in connection with our initial business combination.
The sellers of any shares so purchased by our sponsor, officers, advisors, directors and/or their affiliates would, as part of the sale
arrangement, revoke their election to redeem such shares and withdraw their vote against the business combination. The terms of such purchases
would operate to facilitate our ability to consummate a proposed business combination by potentially reducing the number of shares redeemed
for cash.

 Any purchases by our sponsor,
officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to
the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under
Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order
for the safe harbor to be available to the purchaser. Any such purchases will be reported pursuant to Section 13 and Section 16 of the
Exchange Act to the extent such purchases are subject to such reporting requirements.

 Redemption rights for public stockholders upon
consummation of our initial business combination

 We will provide our public stockholders with the opportunity to redeem
all or a portion of their shares of Class A common stock upon the consummation of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of our initial business combination, including any amounts representing deferred underwriting commissions and interest earned on the trust
account (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein.
The amount in the trust account is approximately $10.60 per public share (based on the trust account balance as of December 31, 2023).
The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriter. Our initial stockholders, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, placement shares and public
shares they may hold in connection with the completion of our initial business combination. However, our sponsor, officers and directors
will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or
liquidate within the completion window.

 Manner of Conducting Redemptions

 We will provide our public
stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
either in connection with a stockholder meeting called to approve the business combination or by means of a tender offer. The decision
as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely
in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction
would require us to seek stockholder approval under the law or stock exchange listing requirement.

 We currently intend to conduct
redemptions pursuant to a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement
and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

 If a stockholder vote is not
required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated
certificate of incorporation:

 conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and any limitations
(including but not limited to cash requirements) agreed to in connection with the negotiation of terms of the proposed business combination,
and

 file
tender offer documents with the SEC prior to consummating our initial business combination that will contain substantially the same financial
and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies.

 Upon the public announcement
of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate
any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply
with Rule 14e-5 under the Exchange Act.

 In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)
under the Exchange Act, and we will not be permitted to consummate our initial business combination until the expiration of the tender
offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public
shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible
assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that we do not then become subject to the
SEC's "penny stock" rules), or any greater net tangible asset or cash requirement which may be contained in the agreement
relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw
the tender offer and not complete such initial business combination.

 If, however, stockholder approval
of the transaction is required by law or NASDAQ, or we decide to obtain stockholder approval for business or other reasons, we will:

 conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
of proxies, and not pursuant to the tender offer rules, and

 file
proxy materials with the SEC.

 We expect that a final proxy
statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy
statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct
redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive
and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our NASDAQ listing
or Exchange Act registration.

 If we seek stockholder approval,
we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor
of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of
outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the
company entitled to vote at such meeting. Our initial stockholders, officers and directors will count towards this quorum and have agreed
to vote any founder shares, placement shares and any public shares held by them in favor of our initial business combination. We expect
that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees
will own at least 66.8% of our outstanding shares of common stock entitled to vote thereon. These quorum and voting thresholds and agreements
may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public
shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be
less than $5,000,001 upon consummation of our initial business combination after payment of deferred underwriting commissions (so that
we are not then subject to the SEC's "penny stock" rules), and, in any event, the terms of the proposed business combination
may require our net tangible assets to be greater than $5,000,001. For example, the proposed business combination may require: (i) cash
consideration to be paid to the target or members of its management team, (ii) cash to be transferred to the target for working capital
or other general corporate purposes or (iii) the allocation of cash to satisfy other conditions in accordance with the terms of the proposed
business combination. If the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are
validly tendered plus the amount of any cash payments required pursuant to the terms of the proposed business combination exceeds the
aggregate amount of cash available to us, taking into consideration the requirement that we maintain net tangible assets of at least $5,000,001
or such greater amount depending on the terms of our potential business combination, we will not consummate the business combination and
any shares of Class A common stock tendered pursuant to the tender offer will be returned to the holders thereof following the expiration
of the tender offer.

 Limitation on redemption upon consummation
of a business combination if we seek stockholder approval

 Notwithstanding the foregoing,
if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group"
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of more
than 15.0% of the shares sold in the initial public offering without our prior consent. We believe the restriction described above will
discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise
their redemption rights as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the
then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of
15.0% of the shares sold in the initial public offering could threaten to exercise its redemption rights against a business combination
if such holder's shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or
on other undesirable terms. By limiting our stockholders' ability to redeem to no more than 15.0% of the shares sold in the initial
public offering, we believe we will limit the ability of a small number of stockholders to unreasonably attempt to block our ability to
complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing
condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders' ability
to vote all of their shares (including all shares held by those stockholders that hold more than 15.0% of the shares sold in the initial
public offering) for or against our initial business combination. Our initial holders, sponsor, officers and directors have, pursuant
to a letter agreement entered into with us, waived their right to have any founder shares, placement shares or public shares held by them
redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted
transfer from an initial stockholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver.
However, to the extent any such affiliate acquired public shares in the initial public offering or thereafter through open market purchases,
it would be a public stockholder and restricted from seeking redemption rights with respect to an aggregate of more than 15.0% of the
shares sold in the initial public offering.

 Tendering stock certificates in connection
with redemption rights

 We may require our public
stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name,"
to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders,
or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy
materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company's DWAC (Deposit/Withdrawal
At Custodian) System, at the holder's option, rather than simply voting against the initial business combination. The tender offer
or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that
any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.
Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer
period, or up to two business days prior to the vote on the initial business combination if we distribute proxy materials, as applicable,
to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable
for stockholders to use electronic delivery of their public shares.

 There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer
agent will typically charge the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming
holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender
their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery
must be effectuated.

 The foregoing is different
from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations,
many blank check companies would distribute proxy materials for the stockholders' vote on an initial business combination, and a
holder could simply vote against a proposed initial business combination and check a box on the proxy card indicating such holder was
seeking to exercise his redemption rights. After the initial business combination was approved, the company would contact such stockholder
to arrange for him to deliver his certificate to verify ownership. As a result, the stockholder then had an "option window"
after the consummation of the business combination during which he could monitor the price of the company's stock in the market.
If the price rose above the redemption price, he could sell his shares in the open market before actually delivering his shares to the
company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder
meeting, would become "option" rights surviving past the consummation of the initial business combination until the redeeming
holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder's
election to redeem is irrevocable once the business combination is approved.

 Any request to redeem such
shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder
meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivers its certificate in connection
with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such
holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds
to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of
an initial business combination.

 If the initial business combination
is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares.

 If our proposed initial business
combination is not consummated, we may continue to try to consummate a business combination with a different target until the expiration
of the completion window.

 Redemption of public shares and liquidation
if no initial business combination

of incorporation provides that we have only the completion window to complete our initial business combination. If we are unable to consummate
our initial business combination within the completion window, we will distribute the aggregate amount then on deposit in the trust account,
pro rata to our public stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs.
If we have not consummated a business combination within the completion window, we will: (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all public shares then outstanding
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing
interest earned on the trust account (net of taxes payable) and up to $100,000 to pay dissolution expenses, divided by the number of then
outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the
right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in
each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete
our initial business combination within the completion window.

 The initial holders, our officers
and directors have agreed to waive their redemption rights with respect to their founder shares and placement shares, as applicable, (i)
in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to approve an amendment to our
amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to provide for the redemption
of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not completed
our initial business combination within the completion window or (B) with respect to any other provision relating to stockholders'
rights or pre-initial business combination activity and (iii) if we fail to consummate a business combination within the completion window
or if we liquidate prior to the expiration of the completion window. However, the initial holders and our officers and directors will
be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination within
the completion window.

 The underwriter has agreed
to waive its rights to deferred underwriting commissions held in the trust account if we do not consummate a business combination and
subsequently liquidate and, in such event, the deferred underwriting commissions held in the trust account will be available to fund the
redemption of our public shares.

 Our initial stockholders,
executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public
shares if we do not complete our initial business combination within the completion window unless we provide our public stockholders with
the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net
of taxes payable), divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC's "penny stock"
rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy
the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public
shares at such time.

 We will pay the costs of any
liquidation from the net proceeds from the initial public offering and the private placement held outside of the trust, and up to $100,000
of the interest income on the trust account (net of any taxes payable), and the balance of loans from our sponsor or one of its affiliates
for working capital purposes and to pay expenses to identify an acquisition target and consummate an initial business combination, although
we cannot assure you that there will be sufficient funds for such purposes.

 If we were to expend all of
the net proceeds of the initial public offering and the private placement, other than the proceeds deposited in the trust account, and
without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon
our dissolution would be approximately $10.10. The proceeds deposited in the trust account could, however, become subject to the claims
of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share
redemption amount received by stockholders will not be less than the $10.10 per public share initially on deposit in the trust account.
Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision
for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make
any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we
will have funds sufficient to pay or provide for all creditors' claims.

 Although we will seek to have
all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other
entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies
held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or
even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited
to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the
trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management
will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed
a waiver if management believes that such third party's engagement would be significantly more beneficial to us than any alternative.
If we do not obtain a waiver from a third party, we will obtain the written consent of our sponsor before our entering into an agreement
with such third party. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement
of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other
consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute
a waiver and where our sponsor executes a written consent. In addition, there is no guarantee that such entities will agree to waive any
claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. In order to protect the amounts held in the trust account, pursuant to a written agreement,
Emerald ESG Sponsor, LLC, has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a definitive transaction agreement,
reduce the amounts in the trust account to below $10.10 per share, except as to any claims by a third party who executed a waiver of rights
to seek access to the trust account and except as to any claims under our indemnity of the underwriter of the initial public offering
against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable
against a third party, Emerald ESG Sponsor, LLC will not be responsible to the extent of any liability for such third party claims. We
cannot assure you, however, that Emerald ESG Sponsor, LLC will be able to satisfy those obligations. We have not independently verified
whether Emerald ESG Sponsor, LLC has sufficient funds to satisfy its indemnity obligations, we have not asked Emerald ESG Sponsor, LLC
to reserve for such obligations and we believe that its only assets are securities of our company. Therefore, we cannot assure you that
Emerald ESG Sponsor, LLC will be able to satisfy those obligations. We believe the likelihood of Emerald ESG Sponsor, LLC having to indemnify
the trust account is limited because we will endeavor to have all third parties that provide products or services to us and prospective
target businesses execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust
account.

 If the proceeds in the trust
account are reduced below $10.10 per public share and Emerald ESG Sponsor, LLC asserts that it is unable to satisfy any applicable obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against Emerald ESG Sponsor, LLC to enforce its indemnification obligations. While we currently expect that our independent
directors would take legal action on our behalf against Emerald ESG Sponsor, LLC to enforce its indemnification obligations to us, it
is possible that our independent directors in exercising their business judgment may choose not to do so in a particular instance. Accordingly,
we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.10 per
public share.

 We will have access to the
net proceeds from the initial public offering and the private placement held outside of the trust with which to pay any such potential
claims (including costs and expenses incurred in connection with our liquidation). In the event that we liquidate and it is subsequently
determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be
liable for claims made by creditors.

 Under the DGCL, stockholders
may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares if we do not
consummate our initial business combination within the completion window may be considered a liquidation distribution under Delaware law.
If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision
for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation,
a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating
distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser
of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution.

 Furthermore, if the pro rata
portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not consummate
our initial business combination within the completion window is not considered a liquidation distribution under Delaware law and such
redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors
could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.
If we have not consummated a business combination within the completion window, or earlier at the discretion of our board, we will: (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem all public shares then outstanding at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including any amounts representing interest earned on the trust account, less any interest released to us to pay
our franchise and income taxes and up to $100,000 to pay dissolution expenses, divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our
intention to redeem our public shares as soon as reasonably possible following the expiration of the completion window and, therefore,
we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of
distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such
date.

 Because we will not be complying
with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for
our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However,
because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective
target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or
prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to
have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other
entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies
held in the trust account.

 As a result of this obligation
and Emerald ESG Sponsor, LLC's indemnification of the trust account against certain claims as previously described in this section,
we believe that the claims that could be made against us will be significantly limited and that the likelihood that any claim that would
result in any liability extending to the trust account is remote. Further, Emerald ESG Sponsor, LLC may be liable only to the extent necessary
to ensure that the amounts in the trust account are not reduced below $10.10 per public share, and will not be liable as to any claims
under our indemnity of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities
Act. In the event that an executed waiver is deemed to be unenforceable against a third party, Emerald ESG Sponsor, LLC will not be responsible
to the extent of any liability for such third-party claims.

 If we file a bankruptcy petition
or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject
to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over
the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to
return $10.10 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy
court could seek to recover all amounts received by our stockholders. Furthermore, our board may be viewed as having breached its fiduciary
duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by
paying public stockholders from the trust account prior to addressing the claims of creditors.

 We cannot assure you that
claims will not be brought against us for these reasons.

 Our public stockholders will
be entitled to receive funds from the trust account only in the event of the redemption of our public shares if we do not consummate a
business combination within the completion window. In the event we seek stockholder approval in connection with our initial business combination,
a stockholder's voting in connection with the business combination alone will not result in a stockholder's redeeming its
shares for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described
above.

 Competition

 In identifying, evaluating
and selecting a target business for our initial business combination, we encounter intense competition from other entities having a business
objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds and operating businesses
seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business
combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other
resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent
limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash to our
public stockholders who exercise their redemption rights will reduce the resources available to us for an initial business combination.
In addition, the number of our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by
certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business
combination.

 Facilities

 We currently maintain our
executive offices at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104-2870. The cost for our use of this space is included in the
$30,000 per month fee we pay to our sponsor or its designee for office space, administrative and shared personnel support services. We
consider our current office space adequate for our current operations.

 Employees

 We currently have two executive
officers. These individuals are not obligated to devote any specific number of hours to our affairs but they devote as much of their time
as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they devote in any
time period varies based on whether a target business has been selected for our initial business combination and the stage of the business
combination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination.

 Periodic Reporting and Financial Information

 We have registered our units,
Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual,
quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports contain financial
statements audited and reported on by our independent registered public accountants. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at

 We will provide stockholders
with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials
sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared
in accordance with accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting
standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances, and the historical financial
statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States),
or PCAOB. These financial statement requirements may limit the pool of potential targets we may conduct an initial business combination
with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal
proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target
business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the above requirements
or that the potential target business will be able to prepare its financial statements in accordance with the above requirements. To the
extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool
of potential acquisition candidates, we do not believe that this limitation will be material.

 We are required to evaluate
and report on our internal control procedures over financial reporting as required by the Sarbanes-Oxley Act. A target company may not
be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal
controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any
such acquisition.

 We are an "emerging
growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging
growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any
golden parachute payments not previously approved. If some stockholders find our securities less attractive as a result, there may be
a less active trading market for our securities and the prices of our securities may be more volatile.

 In addition, Section 107 of
the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging
growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.

 We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the initial
public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large
accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million
as of the prior June 30 th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities
during the prior three-year period. References herein to "emerging growth company" shall have the meaning associated with
it in the JOBS Act.

 Additionally, we are a "smaller
reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals
or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal
year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30th.

 Item 1A.

 RISK FACTORS

 You should consider carefully
all of the risks described below, which we believe are the principal risks that we face and of which we are currently aware, and all of
the other information contained in this Annual Report. If any of the events or developments described below occur, our business, financial
condition or results of operations could be negatively affected.

 Risks Relating to our Search for, Consummation
of, or Inability to Consummate,

a Business Combination and Post-Business Combination Risks

 Our public stockholders may not be afforded
an opportunity to vote on our proposed business combination, unless such vote is required by law or Nasdaq, which means we may consummate
our initial business combination even though a majority of our public stockholders do not support such a combination.

 We may not hold a stockholder
vote to approve our initial business combination unless the business combination would require stockholder approval under applicable state
law or the rules of NASDAQ or if we decide to hold a stockholder vote for business or other reasons. For example, NASDAQ rules currently
allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we
were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore,
if we structure a business combination that requires us to issue more than 20% of our outstanding shares, we would seek stockholder approval
of such business combination. However, except as required by law, the decision as to whether we will seek stockholder approval of a proposed
business combination will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the
transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate
our initial business combination even if holders of a majority of the outstanding shares of our common stock do not approve of the business
combination we consummate.

 If we seek stockholder approval of our initial
business combination, our sponsor, directors and officers have agreed to vote in favor of such initial business combination, regardless
of how our public stockholders vote.

 Our sponsor, officers and
directors have agreed to vote their founder shares and any placement shares and public shares they hold in favor of our initial business
combination. If we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder approval
will be received than would be the case if holders of founder shares agreed to vote their founder shares, placement shares and public
shares in accordance with the majority of the votes cast by our public stockholders.

 Your ability to affect the investment decision
regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless
we seek stockholder approval of the business combination.

 At the time of your investment
in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board
of directors may consummate a business combination without seeking stockholder approval, public stockholders may not have the right to
vote on the business combination unless we seek such stockholder vote. Accordingly, your ability to affect the investment decision regarding
a potential business combination may be limited to exercising your redemption rights with respect to a proposed business combination.

 The ability of our public stockholders to
redeem their shares for cash may make us unattractive to potential business combination targets, which may make it difficult for us to
enter into a business combination with a target.

 We may enter into a transaction
agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
Our amended and restated certificate of incorporation requires us to provide all of our stockholders with an opportunity to redeem all
of their shares in connection with the consummation of any initial business combination, although our sponsor, directors and officers
and each holder of placement units has agreed to waive his, her or its respective redemption rights with respect to founder shares and
placement shares, and in the case of the initial holders, public shares held by him, her or it in connection with the consummation of
our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets
to be less than the amount necessary to satisfy a closing condition as described above, or less than the $5,000,001 minimum of net tangible
assets which we are required to maintain, we would not proceed with such redemption and the related business combination. Prospective
targets would be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

 The ability of our public stockholders to
exercise redemption rights with respect to a large number of our shares may not allow us to consummate the most desirable business combination
or optimize our capital structure.

 At the time we enter into
an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore
will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such
requirements, or arrange for third party financing. In addition, if a larger number of shares is submitted for redemption than we initially
expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third
party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher
than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to
us or optimize our capital structure.

 The ability of our public stockholders to
exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination
would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

 If our initial business combination
agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount
of cash at closing, the probability that our initial business combination would be unsuccessful increases. If our initial business combination
is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in
need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount
to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose
the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

 The requirement that we complete a business
combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and
may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which
could undermine our ability to consummate a business combination on terms that would produce value for our stockholders.

 Any potential target business
with which we enter into negotiations concerning a business combination will be aware that we must consummate a business combination within
the completion window. Consequently, such target businesses may obtain leverage over us in negotiating a business combination, knowing
that if we do not complete a business combination with it, we may be unable to identify another target business and complete a business
combination with any target business. This risk will increase as we get closer to the end of the completion window. Depending upon when
we identify a potential target business, we may have only a limited time to conduct due diligence and may enter into a business combination
on terms that we might have rejected upon a more comprehensive investigation.

 We may not be able to consummate our initial
business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and
we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.10 per share, or less than
such amount in certain circumstances, and our warrants will expire worthless.

 We must complete our initial
business combination within the completion window. We may not be able to find a suitable target business and consummate our initial business
combination within that time period. Our ability to complete our initial business combination may be negatively impacted by general market
conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues
to grow both in the United States and globally and, while the extent of the impact of the outbreak on us will depend on future developments,
it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased
market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the continued outbreak
of COVID-19 may negatively impact businesses we may seek to acquire. If we have not consummated our initial business combination within
the completion window, or earlier, at the discretion of our board, we will: (i) cease all operations except for the purpose of winding
up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor,
redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to$100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law, in which case our public stockholders may only receive $10.10 per share, or less
than such amount in certain circumstances, and our warrants will expire worthless.

 Our search for a business combination, and
any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus
(COVID-19) outbreak and the status of debt and equity markets.

 The COVID-19 outbreak
has resulted, and a significant outbreak of other infectious diseases could result, in a widespread health crisis that could adversely
affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business
combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating
to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the target company's
personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to
which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot
be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or
treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive
period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate
a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on
the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased
market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

 If we seek stockholder approval of our initial
business combination, our sponsor, directors, officers and their affiliates may elect to purchase shares of common stock from public stockholders,
in which case they may influence a vote in favor of a proposed business combination that you do not support and reduce the public "float"
of our Class A common stock or public warrants.

 If we seek stockholder approval
of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer
rules, our sponsor, directors, officers or their respective affiliates may purchase shares or warrants in the open market or in privately
negotiated transactions either prior to or following the consummation of our initial business combination. Our sponsor, directors, officers
and their respective affiliates may also enter into transactions with stockholders and others to provide them with incentives to, among
other things, acquire shares of our common stock or vote their shares in favor of an initial business combination. Our directors, officers
or their affiliates will not make any such purchases when they are in possession of any material non-public information not disclosed
to the seller or during a restricted period under Regulation M under the Exchange Act or in a transaction which would violate Section
9(a)(2) or Rule 10(b)-5 under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although
still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that our sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public
stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their
prior elections to redeem their shares. In addition, if such purchases are made, the public "float" of our Class A common
stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain
or maintain the quotation, listing or trading of our securities on a national securities exchange.

 If a stockholder fails to receive notice
of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for
tendering its shares, such shares may not be redeemed.

 We will comply with the tender
offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our
compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may
not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures
that must be complied with in order to validly tender or redeem public shares. For example, we may require our public stockholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender
their certificates to our transfer agent prior to the date set forth in the tender offer materials mailed to such holders, or up to two
business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials,
or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these procedures,
its shares may not be redeemed. Please see "Business — Tendering stock certificates in connection with redemption rights."

 You will not have any rights to or interest
in funds from the trust account, except under limited circumstances. To liquidate your investment, therefore, you may be forced to sell
your shares or warrants, potentially at a loss.

 Our public stockholders will
be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the consummation of our initial business combination;
(ii) the redemption of our public shares if we are unable to consummate a business combination within the completion window, subject to
applicable law; (iii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended
and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we
do not complete our initial business combination within the completion window; or (iv) otherwise upon our liquidation or in the event
our board of directors resolves to liquidate the trust account and ceases to pursue the consummation of a business combination prior to
the expiration of the completion window (our board of directors may determine to liquidate the trust account prior to such date if it
determines, in its business judgment, that it is improbable within the remaining time that we will be able to identify an attractive business
combination or satisfy regulatory and other business and legal requirements to consummate a business combination). In addition, if our
plan to redeem our public shares if we are unable to consummate an initial business combination within the completion window is not consummated
for any reason, Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to
the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond the end of
the completion window before they receive funds from our trust account. In no other circumstances will a public stockholder have any right
or interest of any kind in the trust account. Holders of warrants will not have any rights to the proceeds from our trust account with
respect to their warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially
at a loss.

 You will not be entitled to protections
normally afforded to investors of many other blank check companies.

 Since we intend to use the
net proceeds of the initial public offering and the private placement to complete an initial business combination with a target business
that has not been identified, we may be deemed to be a "blank check" company under the United States securities laws. However,
because we had net tangible assets in excess of $5.0 million upon the completion of the initial public offering and the private placement
and we filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated
by the SEC to protect investors in blank check companies, such as Rule 419 under the Securities Act. Accordingly, investors will not be
afforded the benefits or protections of those rules. Among other things, this means our units were immediately tradable and we have a
longer period of time to complete a business combination than would companies subject to Rule 419. Moreover, offerings subject to Rule
419 would prohibit the release of any interest earned on funds held in the trust account to us, except in connection with our consummation
of an initial business combination.

 Because of our limited resources and the
significant competition for business combination opportunities, it may be more difficult for us to complete a business combination. If
we are unable to complete our initial business combination, you may receive only $10.10 per share from our redemption of your shares,
and our warrants will expire worthless.

 We expect to encounter intense
competition from other entities having a business objective similar to ours, including private investors (which may be individuals or
investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses
we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors
possess greater technical, human and other resources, or more industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially
acquire, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available
financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
Furthermore, because we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection
with our initial business combination, target companies will be aware that this may reduce the resources available to us for our initial
business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.
If we are unable to complete our initial business combination, our public stockholders may receive only $10.10 per share from our redemption
of our public shares, and our warrants will expire worthless.

 There may at times be more competition to
find an attractive target for an initial business combination. This could increase the costs associated with completing our initial business
combination and may result in our inability to find a suitable target for our initial business combination.

 In recent years, many
companies have entered into business combinations with special purpose acquisition companies, and there are still many special purpose
acquisition companies seeking targets for their initial business combination, as well as many additional special purpose acquisition companies
currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and
resources to identify a suitable target for an initial business combination.

 In addition, because of the
number of special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition
for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical
tensions or increases in the cost of or the inability to obtain additional capital needed to close business combinations or operate targets
post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a suitable
target for and/or complete our initial business combination.

 Changes in the market for directors and
officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

 The market for directors and
officers liability insurance for special purpose acquisition companies has changed over time. Fewer insurance companies are offering quotes
for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies
have generally become less favorable. There can be no assurance that these trends will not continue.

 The increased cost and decreased
availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial
business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public
company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure
to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination entity's
ability to attract and retain qualified officers and directors.

 In addition, even after we
were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims
arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors
and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims ("run-off
insurance"). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere
with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

 The nominal purchase price paid by our sponsor
for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business
combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business
combination, even if the business combination causes the trading price of our common shares to materially decline.

 While we sold our units
at an offering price of $10.00 per unit in the initial public offering and the amount in our trust account was initially $10.10 per public
share, implying an initial value of $10.10 per public share, our sponsor paid only a nominal aggregate purchase price of $25,000 for the
founder shares, or approximately $0.003 per share. As a result, the value of your public shares may be significantly diluted in the event
we consummate an initial business combination. For example, the following table shows the public stockholders' and sponsor's
investment per share and how that compares to the implied value of one of our shares upon the consummation of our initial business combination
if at that time we were valued at $242,476,084, which is the amount we would have for our initial business combination in the trust account
assuming no interest is earned on the funds held in the trust account and no public shares are redeemed in connection with our initial
business combination or any extension of the completion window. At such valuation, each of our common shares would have an implied value
of $7.04 per share, which is a 30.3% decrease as compared to the initial implied value per public share of $10.10.

 Public shares

 24,869,342

 Founder shares

 8,615,141

 Placement shares

 976,081

 Total shares

 34,460,564

 Total funds in trust available for initial business combination (less deferred underwriting commissions)

 $
 242,476,084

 Initial implied value per public share

 $
 10.10

 Implied value per share upon consummation of initial business combination

 $
 7.04

 Note that redemptions of our
public shares in connection with our initial business combination or any extension of the completion window would further reduce the implied
value of our Class A common stock. For instance, in the example above, if 50% of the public shares were redeemed in connection with
our initial business combination or any extension of the completion window, the implied value per share would be $5.31.

 While the implied value of
our public shares may be diluted, the implied value of $7.04 per share in the example above would represent a significant implied profit
for our sponsor relative to the initial purchase price of the founder shares. Our sponsor invested an aggregate of $9,785,810 in us in
connection with the initial public offering, comprised of the $25,000 purchase price for the founder shares and the $9,760,810 purchase
price for the placement units. At $7.04 per share, the 8,615,141 founder shares and 976,081 placement shares would have an aggregate implied
value of $67,522,203. As a result, even if the trading price of our Class A common stock significantly declines (whether because of a
substantial amount of redemptions of our public shares or for any other reason), our sponsor will stand to make significant profit on
its investment in us. In addition, our sponsor could potentially recoup its entire investment in us even if the trading price of our common
stock were as low as $1.02 per share and even if the placement warrants are worthless. As a result, our sponsor is likely to make a substantial
profit on its investment in us even if we select and consummate an initial business combination that causes the trading price of our Class
A common stock to decline, while our public stockholders could lose significant value in their public shares. Our sponsor may therefore
be economically incentivized to consummate an initial business combination with a riskier, weaker-performing or less-established target
business than would be the case if our sponsor had paid the same per share price for the founder shares as our public stockholders paid
for their public shares.

 The value of the founder shares following
completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the
trading price of our common stock at such time is substantially less than $10.10 per share.

 Our sponsor invested in us
an aggregate of $9,785,810, comprised of the $25,000 purchase price for the founder shares and the $9,760,810 purchase price for the placement units,
comprised of placement shares and placement warrants. Assuming a trading price of $10.00 per share upon consummation of our initial business
combination, the 8,615,141 founder shares and 976,081 placement shares would have an aggregate implied value of $95,912,220. Even if the
trading price of our common stock was as low as $1.02 per share and the placement warrants were worthless, the value of the founder shares
and placement shares would be equal to the sponsor's initial investment in us. As a result, our sponsor is likely to be able to
recoup its investment in us and make a substantial profit on that investment, even if our public shares have lost significant value (whether
because of a substantial amount of redemptions of our public shares or any other reason). Accordingly, our management team, which owns
interests in our sponsor, may have an economic incentive that differs from that of the public stockholders to pursue and consummate an
initial business combination rather than to liquidate and to return all of the cash in the trust account to the public stockholders, even
if that business combination were with a riskier or less-established target business. For the foregoing reasons, you should consider our
management team's financial incentive to complete an initial business combination when evaluating whether to redeem your public
shares prior to or in connection with the initial business combination.

 We may issue our shares to investors in
connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.

 In connection with our initial
business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00
per share. The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity.
The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such
time.

 We may engage the underwriter or its affiliates
to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination
or as placement agent in connection with a related financing transaction. The underwriter is entitled to receive deferred commissions
that will be released from the trust only upon completion of an initial business combination. These financial incentives may cause the
underwriter to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection
with the sourcing and consummation of an initial business combination.

 We may engage the underwriter
or its affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory
services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriter or its affiliates
fair and reasonable fees or other compensation that would be determined at that time in an arm's length negotiation. The underwriter
is also entitled to receive deferred commissions that are conditioned on the completion of an initial business combination. The fact that
the underwriter or its affiliates' financial interests are tied to the consummation of a business combination transaction may give
rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in
connection with the sourcing and consummation of an initial business combination.

 If the funds not being held in the trust
account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our
initial business combination and we will depend on loans from our sponsor or management team to fund our search for an initial business
combination, to pay our taxes and to complete our initial business combination. If we are unable to obtain these loans, we may be unable
to complete our initial business combination.

 As of December 31, 2023, only
$29,844 was available to us outside the trust account to fund our working capital requirements. If we are required to seek additional
capital, we would need to borrow funds from our sponsor, management team or other third parties to operate, or we may be forced to liquidate.
Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial
business combination. Up to $2,000,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the
lender at the time of the business combination. The units would be identical to the placement units. We do not expect to seek loans from
parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and
provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to obtain these loans,
we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we
do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our
public stockholders may only receive $10.10 per share on our redemption of our public shares, and our warrants will expire worthless.
In certain circumstances, our public stockholders may receive less than $10.10 per share on the redemption of their shares. Please see
"— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption
amount received by stockholders may be less than $10.10 per share" and other risk factors in this section.

 Subsequent to consummation of our initial
business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have
a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some
or all of your investment.

 Even if we conduct extensive
due diligence on a target business with which we combine, we cannot assure you that this examination will uncover all material risks that
may be presented by a particular target business, or that factors outside of the target business and outside of our control will not later
arise. Even if our due diligence successfully identifies the principal risks, unexpected risks may arise and previously known risks may
materialize in a manner not consistent with our preliminary risk analysis. As a result, from time to time following our initial business
combination, we may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that
could result in our reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity,
the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition,
charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing
debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any securityholders who choose
to remain securityholders following the initial business combination could suffer a reduction in the value of their securities. Such securityholders
are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the
breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring
a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business
combination constituted an actionable material misstatement or omission.

 If third parties bring claims against us,
the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than
$10.10 per share.

 Placing funds in the trust
account may not protect those funds from third party claims against us. Although we seek to have all vendors, service providers (except
our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute
agreements with us waiving any right, title, interest or claim in or to any monies held in the trust account for the benefit of our public
stockholders, such parties may not execute such agreements or, even if they execute such agreements, they may not be prevented from bringing
claims against the trust account, including, but not limited to, claims for fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver. If any third party refuses to execute an agreement
waiving claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and
will only enter into an agreement without a waiver if management believes that such third party's engagement would be significantly
more beneficial to us than any available alternative. If we do not obtain a waiver from a third party, we will obtain the written consent
of our sponsor before entering into an agreement with such third party.

 Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills management believes to be significantly superior to those of other consultants who would execute a waiver or in cases
where management is unable to find a service provider willing to execute a waiver and where our sponsor executes a written consent. In
addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we are unable to complete a business combination within the required time frame, or upon the exercise of a redemption
right in connection with a business combination, we will be required to provide for payment of claims of creditors that were not waived
that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public
stockholders could be less than the $10.10 per share initially held in the trust account due to claims of such creditors. Pursuant to
a written agreement, Emerald ESG Sponsor, LLC has agreed that it will be liable to us if and to the extent any claims by a third party
for services rendered or products sold to us, or a prospective target business with which we discussed entering into a transaction agreement,
reduce the amounts in the trust account to below $10.10 per share except as to any claims by a third party who executed a waiver of rights
to seek access to the trust account and except as to any claims under our indemnity of the underwriter of the initial public offering
against certain liabilities, including liabilities under the Securities Act. Moreover, if an executed waiver is deemed to be unenforceable
against a third party, Emerald ESG Sponsor, LLC will not be responsible to the extent of any liability for such third party claims. We
have not independently verified whether Emerald ESG Sponsor, LLC has sufficient funds to satisfy its indemnity obligations, we have not
asked Emerald ESG Sponsor, LLC to reserve for such indemnification obligations and we believe that its only assets are securities of our
company. Therefore, we cannot assure you that it would be able to satisfy these obligations.

 Our directors may decide not to enforce
the indemnification obligations of Emerald ESG Sponsor, LLC, resulting in a reduction in the amount of funds in the trust account available
for distribution to our public stockholders.

 If proceeds in the trust account
are reduced below $10.10 per public share and Emerald ESG Sponsor, LLC asserts that it is unable to satisfy its obligations or that it
has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action
against Emerald ESG Sponsor, LLC to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against Emerald ESG Sponsor, LLC to enforce its indemnification obligations to us, it is possible
that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in
any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in
the trust account available for distribution to our public stockholders may be reduced below $10.10 per share.

 We may not have sufficient funds to satisfy
indemnification claims of our directors and executive officers.

 We have agreed to indemnify
our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right,
title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any
reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside
of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may
discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

 If, after we distribute the proceeds in
the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us
that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as
having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive
damages.

 If, after we distribute the
proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed
against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy
laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek
to recover all amounts received by our stockholders. In addition, by making distributions to public stockholders before making provision
for creditors, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad
faith, thereby exposing itself and us to claims for punitive damages.

 If, before distributing the proceeds in
the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us
that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share
amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

 If, before distributing the
proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed
against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included
in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any
bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with
our liquidation may be reduced.

 Our stockholders may be held liable for
claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

 Under the DGCL, stockholders
may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event
we do not consummate our initial business combination within the completion window may be considered a liquidation distribution under
Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes
reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against
the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period
before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution
is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any
liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our
public shares as soon as reasonably possible following the end of the completion window if we do not consummate an initial business combination
and, therefore, we do not intend to comply with those procedures.

 Because we will not be complying
with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for
our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our
dissolution. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching
for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers or investment
bankers) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.
We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could
potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders
may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public
stockholders upon the redemption of our public shares if we do not consummate our initial business combination within the completion window
is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant
to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution,
instead of three years, as in the case of a liquidation distribution.

 We may not hold an annual meeting of stockholders
until after we consummate a business combination.

 We may not hold an annual
meeting of stockholders until after we consummate a business combination (unless required by NASDAQ), and thus may not be in compliance
with Section 211(b) of the DGCL, which requires that an annual meeting of stockholders be held for the purposes of electing directors
in accordance with a company's bylaws unless directors are elected by written consent in lieu of such a meeting. Therefore, if our
stockholders want us to hold an annual meeting prior to our consummation of a business combination, they may attempt to force us to hold
one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

 Because we have not selected any specific
target businesses with which to pursue a business combination, you will be unable to ascertain the merits or risks of any particular target
business' operations.

 We will seek to consummate
a business combination with an operating company in the Target Sectors, but may also pursue acquisition opportunities in other business
sectors or geographic regions, except that we are not, under our amended and restated certificate of incorporation, permitted to effectuate
a business combination with another blank check company or similar company with nominal operations. Because we have not yet identified
any specific target business with respect to a business combination, you have no basis to evaluate the possible merits or risks of any
particular target business's operations, results of operations, cash flows, liquidity, financial condition or prospects. If we consummate
our initial business combination, we may be affected by numerous risks inherent in the business operations of the entity with which we
combine. Because we will seek to acquire businesses that potentially need financial, operational, strategic or managerial redirection,
we may be affected by the risks inherent in the business and operations of a financially or operationally unstable entity. Although our
officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will
properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore,
some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will
adversely impact a target business. Accordingly, any securityholders who choose to remain securityholders following the initial business
combination could suffer a reduction in the value of their securities. We also cannot assure you that an investment in our securities
will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in an acquisition
target.

 We may seek investment opportunities in
sectors outside of our industry focus (which may or may not be outside of our management's area of expertise).

 Although we currently intend
to consummate a business combination in the Target Sectors, we will consider a business combination outside this industry if a business
combination candidate is presented to us and we determine that such candidate offers an attractive investment opportunity for our company.
If we elect to pursue an investment outside of the Target Sectors, our management's expertise in that industry would not be directly
applicable to its evaluation or operation, and the information contained herein regarding the Target Sectors might not be relevant to
an understanding of the business that we elect to acquire.

 Although we have identified general criteria
and guidelines that we believe are important in evaluating prospective target businesses, we may enter into a business combination with
a target that does not meet such criteria and guidelines and, as a result, the target business with which we enter into our initial business
combination may not have attributes entirely consistent with our general criteria and guidelines.

 Although we have identified
specific criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter
into a business combination will not have all of these positive attributes. If we consummate a business combination with a target that
does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet
all of our general criteria and guidelines. We also cannot assure you that an investment in our units will not ultimately prove to be
less favorable to investors than a direct investment, if an opportunity were available, in an initial business combination candidate.
In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a
greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition
with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval
of the transaction is required by law or NASDAQ, or we decide to obtain stockholder approval for business or other reasons, it may be
more difficult for us to obtain stockholder approval of our initial business combination if the target business does not meet our general
criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may only receive $10.10
per share on our redemption, and our warrants will expire worthless.

 We may seek acquisition opportunities with
an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could
subject us to volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.

 To the extent we complete
our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record
of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks
include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings,
intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate
the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors
and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave
us with no ability to control or reduce the chances that those risks will adversely impact a target business.

 We are not required to obtain an opinion
from an independent investment banking firm and, consequently, you may have no assurance from an independent source that the price we
are paying for the target in our initial business combination is fair to our stockholders from a financial point of view.

 Unless we consummate our initial
business combination with an affiliated entity or our board cannot independently determine the fair market value of the target business,
we are not required to obtain an opinion from an independent investment banking firm that the price we are paying is fair to our stockholders
from a financial point of view. If we do not obtain an opinion, our stockholders will be relying on the judgment of our board of directors,
who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed
in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

 If we hold a stockholder vote and must furnish
our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business
combination with some prospective target businesses.

 If we hold a stockholder vote
to approve our initial business combination, the federal proxy rules require that a proxy statement with respect to a vote on a business
combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure. If we make
a tender offer for our public shares, we will include the same financial statement disclosure in our tender offer documents whether or
not they are required under the tender offer rules. These financial statements must be prepared in accordance with GAAP or IFRS, depending
on the circumstances, and the historical financial statements must be audited in accordance with the standards of the PCAOB. These financial
statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide
such statements in time for us to disclose such statements in accordance with federal proxy rules and consummate our initial business
combination within the completion window.

 The requirement that we maintain a minimum
net worth or retain a certain amount of cash could increase the probability that we will be unable to complete a proposed business combination
and that you would have to wait for liquidation in order to redeem your stock.

 If, pursuant to the terms
of our proposed business combination, we are required to maintain a minimum net worth or retain a certain amount of cash in trust in order
to consummate the business combination, the ability of our public stockholders to cause us to redeem their shares in connection with such
proposed transaction will increase the risk that we will not meet that condition and, accordingly, that we will not be able to complete
the proposed transaction. If we do not complete a proposed business combination, you would not receive your pro rata portion of the trust
account until we liquidate or you are able to sell your stock in the open market. If you were to attempt to sell your stock in the open
market at that time, the price you receive could represent a discount to the pro rata amount in our trust account. In either situation,
you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate.

 Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and
increase the time and costs of completing an acquisition.

 The Sarbanes-Oxley Act requires
that we maintain a system of internal controls and that we evaluate and report on such system of internal controls. In addition,
once we are no longer an "emerging growth company," we must have our system of internal controls audited. The fact
that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared
to other public companies because a target company with which we seek to complete a business combination may not be in compliance with
the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controls of any
such entity in order to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such
acquisition.

 We do not have a specified maximum redemption
threshold. The absence of such a redemption threshold will make it easier for us to consummate a business combination with which a substantial
number of our stockholders do not agree.

 We may be able to consummate
a business combination even though a substantial number of our public stockholders do not agree with the transaction and have redeemed
their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with
our business combination pursuant to the tender offer rules, if our sponsor, officers, directors or their affiliates have entered into
privately negotiated agreements with public stockholders to acquire public shares. However, in no event will we redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination,
and the amount that we redeem may be further limited by the terms and conditions of our initial business combination. In such case, we
would not proceed with the redemption of our public shares and the related initial business combination, and instead may search for an
alternate business combination.

 Unlike many blank check companies, our balance
sheet reflects negative stockholders' equity.

 The financial statements in
this annual report, after collaboration with our independent registered public accounting firm, reflect that all of the public shares
are subject to redemption, even though we are prohibited under our amended and restated certificate of incorporation from redeeming all
of the public shares since such redemption would result in our net tangible assets to be less than $5,000,001 upon consummation of our
initial business combination. As a result, all of the public shares are classified as temporary equity, presented outside of the stockholders'
deficit section of our balance sheet. This accounting presentation may not be consistent with that of other blank check companies and
may make comparison of our financial statements to that of other blank check companies more difficult.

 In order to effectuate an initial business
combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments,
including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation,
or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders
may not support.

 In order to effectuate an
initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified
governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business
combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to
their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our
amended and restated certificate of incorporation will require the approval of holders of 65% of our common stock, and amending our warrant
agreement will require a vote of holders of at least 50% of the public warrants. In addition, our amended and restated certificate of
incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose
an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any
other provision relating to stockholders' rights or pre-initial business combination activity. To the extent any such amendments
would be deemed to fundamentally change the nature of our outstanding securities, we would register, or seek an exemption from registration
for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time
to consummate an initial business combination in order to effectuate our initial business combination.

 We may have a limited ability to assess
the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose
management may not have the skills, qualifications or abilities to manage a public company.

 When evaluating the desirability
of effecting a business combination with a prospective target business, our ability to assess the target business' management may
be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target's management, therefore,
may prove to be incorrect and such management may lack the skills, qualifications or abilities we expected. Should the target's
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted.

 The provisions of our amended and restated
certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing
the release of funds from our trust account), including an amendment to permit us to withdraw funds from the trust account such that the
per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated, may be amended with
the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies.
It may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate
the completion of an initial business combination that some of our stockholders may not support.

of incorporation provides that any of its provisions related to pre-initial business combination activity (including the requirement to
deposit proceeds of the initial public offering and the private placement into the trust account and not release such amounts except in
specified circumstances, and to provide redemption rights to public stockholders as described herein and including to permit us to withdraw
funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially
reduced or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions
of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common
stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders
of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock
exchange rules. We may not issue additional securities that can vote with common stockholders on matters related to our pre-initial business
combination activity, on any amendment to certain provisions of our amended and restated certificate of incorporation or on our initial
business combination. Our initial stockholders, who collectively beneficially own 66.8% of our common stock, will participate in any vote
to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner
they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern
our pre-initial business combination behavior more easily than some other blank check companies, and this may increase our ability to
complete an initial business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of
our amended and restated certificate of incorporation.

 Our sponsor, officers and
directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate
of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our
initial business combination within the completion window or (ii) with respect to any other provision relating to stockholders'
rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares
of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account (net of taxes payable), divided by the number of then outstanding public shares. These agreements are
contained in a letter agreement that we have entered into with our sponsor, officers and directors. Our stockholders are not parties to,
or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor,
officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue
a stockholder derivative action, subject to applicable law.

 We may be unable to obtain additional financing
to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure
or abandon a particular business combination. If we are unable to complete our initial business combination, our public stockholders may
only receive $10.10 per share on our redemption.

 Because of the size of our
initial business combination, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption
in connection with our initial business combination, or the terms of negotiated transactions to purchase shares in connection with our
initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We may
be unable to obtain any necessary financing on acceptable terms, if at all. The current economic environment has made it especially difficult
for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to consummate
our initial business combination, we would be compelled to either restructure or abandon the transaction and seek an alternative target
business candidate. If we are unable to complete our initial business combination, our public stockholders may only receive $10.10 per
share on our redemption. In addition, even if we do not need additional financing to consummate our initial business combination, we may
require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have
a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders
is required to provide any financing to us after a business combination.

 Our initial stockholders hold a substantial
interest in us. As a result, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that
you do not support.

 Our initial stockholders own
approximately 66.8% of our outstanding common stock.

 Neither our initial stockholders
nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities. Factors that would
be considered in making such additional purchases would include consideration of the current trading price of our Class A common stock.
In addition, as a result of their substantial ownership in our company, our initial stockholders may exert a substantial influence on
actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated
certificate of incorporation and approval of major corporate transactions. If our initial stockholders purchase any additional shares
of common stock in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions. Accordingly,
our initial stockholders will exert significant influence over actions requiring a stockholder vote.

 Our sponsor controls a substantial interest
in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

 Our sponsor owns 66.8% of
our issued and outstanding shares of common stock. Accordingly, they may exert a substantial influence on actions requiring a stockholder
vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation.
Holders of founder shares are not restricted from purchasing Class A common stock in the aftermarket or in privately negotiated transactions,
which would increase their control. The holders of founder shares do not have any current intention to purchase additional securities.
Factors that would be considered in making such additional purchases would include consideration of the current trading price of our common
stock. In addition, our board of directors, whose members were elected by the initial holders, is divided into two classes with only one
class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of
stockholders) serving a two-year term. At each annual meeting, as a consequence of our "staggered" board of directors, only
a minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will have considerable
influence regarding the outcome. Accordingly, you should anticipate that our sponsor will continue to exert control at least until the
consummation of our initial business combination.

 Resources could be wasted in researching
acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate another target business and
consummate our initial business combination. If we are unable to complete our initial business combination, our public stockholders may
only receive $10.10 per share from our redemption of our shares and our warrants will expire worthless.

 The investigation of each
specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments
will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to
complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be
recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to consummate our initial business
combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs
incurred, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business due to a reduction
in the funds available for expenses relating to such efforts. If we are unable to complete our initial business combination, our public
stockholders may only receive $10.10 per share from our redemption of their shares and our warrants will expire worthless.

 Our key personnel may negotiate employment
or consulting agreements with a target business in connection with our initial business combination. These agreements may provide for
them to receive compensation following our initial business combination and, as a result, may cause them to have conflicts of interest
in determining whether a particular business combination would be advantageous to us.

 Our key personnel may decide
to remain with the company after the consummation of our initial business combination only if they are able to negotiate employment or
consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation
of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities
for services they would render to us after the consummation of our initial business combination. The personal and financial interests
of such individuals may influence their motivation in identifying and selecting a target business and cause them to have conflicts of
interest in determining whether a particular business combination would be advantageous to us. However, we believe the ability of such
individuals to remain with us after the consummation of our initial business combination will not be the determining factor in our decision
as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel
will remain with us after the consummation of our initial business combination. We cannot assure you that any of our key personnel will
remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us
will be made at the time of our initial business combination.

 We may attempt to consummate business combinations
with multiple prospective targets simultaneously, which may hinder our ability to consummate an initial business combination and give
rise to increased costs and risks that could negatively impact our operations and profitability.

 If we determine to acquire
several businesses simultaneously that are owned by different sellers, we will need each seller to agree that our purchase of its business
is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our
ability, to complete the initial business combination. With multiple business combinations, we could also face additional risks, including
additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers)
and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies
in a single operating business. If we are unable to adequately address these risks, we may be unable to operate the combined business
successfully, and you could lose some or all of your investment in us.

 We may attempt to consummate our initial
business combination with a private company about which little information is available, which may result in a business combination with
a company that is not as profitable as we expected, or at all.

 In pursuing our acquisition
strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information exists
about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on
the basis of the information developed during our due diligence examination, which may be limited. As a result, we could acquire a company
that is not as profitable as we expected, or at all. Furthermore, the relative lack of information about a private company may hinder
our ability to properly assess the value of such a company which could result in our overpaying for that company.

 If we effect our initial business combination
with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

 If we pursue a target company
with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens
in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business
combination, we would be subject to a variety of additional risks that may negatively impact our operations.

 If we pursue a target a company
with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks
associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial
business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators
or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

 If we effect our initial business
combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an
international setting, including any of the following:

 costs and difficulties inherent in managing cross-border business operations;

 rules and regulations regarding currency redemption;

 complex corporate withholding taxes on individuals;

 laws governing the manner in which future business combinations may be effected;

 exchange listing and/or delisting requirements;

 tariffs and trade barriers;

 regulations related to customs and import/export matters;

 local or regional economic policies and market conditions;

 unexpected changes in regulatory requirements;

 challenges in managing and staffing international operations;

 longer payment cycles;

 tax issues, such as tax law changes and variations in tax laws as compared to the United States;

 currency fluctuations and exchange controls;

 rates of inflation;

 challenges in collecting accounts receivable;

 cultural and language differences;

 employment regulations;

 underdeveloped or unpredictable legal or regulatory systems;

 corruption;

 protection of intellectual property;

 social unrest, crime, strikes, riots and civil disturbances;

 regime changes and political upheaval;

 terrorist attacks and wars; and

 deterioration of political relations with the United States.

 We may not be able to adequately
address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we
complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial
condition and results of operations.

 We may not be able to maintain control of
a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business,
new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

 We anticipate structuring
our initial business combination to acquire 100% of the equity interests or assets of the target business or businesses. However, we may
structure our initial business combination to acquire less than 100% of the equity interests or assets of the target business, but only
if we (or any entity that is a successor to us in a business combination) acquire a majority of the outstanding voting securities or assets
of the target. Even if we own a majority interest in the target, our stockholders prior to the initial business combination may collectively
own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business
combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common
stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target.
However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such
transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other
minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company's
stock than we initially acquired. Accordingly, this may make it more likely that we will not be able to maintain our control of the target
business.

 We may issue notes or other debt securities,
or otherwise incur substantial debt, to complete a business combination, which may adversely affect our financial condition and the value
of our stockholders' investment in us.

 We may choose to incur substantial
debt in order to complete our initial business combination. The incurrence of debt could have a variety of negative effects, including:

 default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to meet our debt service obligations;

 acceleration of our obligations to repay the indebtedness, even if we make all principal and interest payments when due, if we breach covenants that require the maintenance of financial ratios or reserves without a waiver or renegotiation of that covenant;

 our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand and the lender demands payment;

 our inability to obtain necessary additional financing if any debt we incur contains covenants restricting our ability to obtain additional financing while the debt is outstanding;

 prohibitions of, or limitations on, our ability to pay dividends on our common stock;

 use of a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, as well as for expenses, capital expenditures, acquisitions and other general corporate purposes;

 limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

 limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of growth strategies and other purposes and other disadvantages compared to our competitors who have less debt.

 We do not have a policy with
respect to how much debt we may incur. To the extent that the amount of our debt increases, the impact of the effects listed above may
also increase.

 We may complete a business combination with
only one business, which would result in our success being dependent solely on a single business which may have a limited number of products
or services. This lack of diversification may harm our operations and profitability.

 We are not limited as to the
number of businesses we may acquire in our initial business combination. However, we may not be able to effectuate a business combination
with more than one target business because of various factors, including the limited amount of the net proceeds of the initial public
offering, the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with
the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined
basis. By consummating an initial business combination with only a single entity, our lack of diversification may subject us to numerous
economic, competitive and regulatory risks particular to the industry area in which the acquired business operates. Further, we would
not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities
which may have the resources to complete several business combinations in different industries or different areas of a single industry.
Accordingly, the prospects for our success may:

 solely depend upon the performance of a single business, property or asset, or

 depend upon the development or market acceptance of a single or limited number of products, processes or services.

 This lack of diversification
may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon
the particular industry in which we may operate subsequent to our initial business combination.

 The officers and directors of an acquisition
candidate may resign upon consummation of a business combination. The loss of an acquisition target's key personnel could negatively
impact the operations and profitability of our post-combination business.

 The role of an acquisition
candidate's key personnel upon the consummation of our initial business combination cannot be ascertained at this time. Although
we contemplate that certain members of an acquisition candidate's management team will remain associated with us following our initial
business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The
loss of an acquisition target's key personnel could negatively impact the operations and profitability of our post-combination business.

 We may partner, submit a joint bid or enter
into a similar transaction with holders of founder shares or an affiliate in connection with our pursuit of, or in connection with, a
business combination.

 We are not prohibited from
partnering, submitting a joint bid or entering into any similar transaction with holders of founder shares or their affiliates in our
pursuit of a business combination. Although we currently have no plans to do so, we could pursue such a transaction if we determined that
such affiliated entity met our criteria for a business combination and the transaction was approved by a majority of our disinterested
directors. Despite our agreement to obtain an opinion from an independent investment banking firm or an independent accounting firm regarding
the fairness to our stockholders from a financial point of view of a business combination with any holder of founder shares or its affiliates,
the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.
Additionally, were we successful in consummating such a transaction, conflicts could invariably arise from the interest of the holder
of founder shares or its affiliate in maximizing its returns, which may be at odds with the strategy of the post-business combination
company or not in the best interests of the public stockholders of the post-business combination company. Any or all of such conflicts
could materially reduce the value of your investment, whether before or after our initial business combination.

 A failure to comply with privacy regulations
could adversely affect relations with customers and have a negative impact on business.

 Depending upon the type of
business we acquire, in the course of providing services to our customers we may collect, process and retain sensitive and confidential
information on our customers and their clients. A failure of our systems due to security breaches, acts of vandalism, computer viruses,
misplaced or lost data, programming and/or human errors, or other causes could result in the misappropriation, loss or other unauthorized
disclosure of confidential customer information. Any such failure could result in damage to our reputation with our customers, expose
us to the risk of litigation and liability, disrupt our operations, and impair our ability to operate profitably.

 We may not be able to protect our intellectual
property and we may be subject to infringement claims.

 We expect to rely on a combination
of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect any proprietary technology of a
target business. Although we intend to protect vigorously any intellectual property we acquire, third parties may infringe or misappropriate
our intellectual property or may develop competitive technology. Our competitors may independently develop similar technology, duplicate
our products or services or design around our intellectual property rights. We may have to litigate to enforce and protect our intellectual
property rights, trade secrets and know-how or to determine their scope, validity or enforceability, which is expensive, could cause a
diversion of resources and may not prove successful. The loss of intellectual property protection or the inability to secure or enforce
intellectual property protection could harm our business and ability to compete.

 We also may be subject to
claims by third parties for infringement of another party's proprietary rights, or for breach of copyright, trademark or license
usage rights. Any such claims and any resulting litigation could subject us to significant liability for damages. An adverse determination
in any litigation of this type could require us to design around a third party's intellectual property, obtain a license for that
technology or license alternative technology from another party. None of these alternatives may be available to us at a price which would
allow us to operate profitably. In addition, litigation is time consuming and expensive to defend and could result in the diversion of
the time and attention of management and employees. Any claims from third parties may also result in limitations on our ability to use
the intellectual property subject to these claims.

 Our initial business combination and our
structure thereafter may not be tax-efficient to our stockholders and warrant holders. As a result of our initial business combination,
our tax obligations may be more complex, burdensome and uncertain.

 Although we will attempt to
structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and
law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection
with our initial business combination and subject to requisite stockholder approval, we may structure our business combination in a manner
that requires stockholders and/or warrant holders to recognize gain or income for tax purposes. We do not intend to make any cash distributions
to stockholders or warrant holders to pay taxes in connection with our business combination or thereafter. Accordingly, a stockholder
or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or
by selling all or a portion of such holder's shares or warrants. In addition, we may effect a business combination with a target
company in another jurisdiction or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which
the target company or business is located). As a result, stockholders and warrant holders may be subject to additional income, withholding
or other taxes with respect to their ownership of us after our initial business combination.

 Furthermore, we may effect
a business combination with a target company that has business operations outside of the United States, and, possibly, business operations
in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other
tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to
the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations
by taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.

 Risks Relating to our Sponsor and Management
Team

 We are dependent upon our officers and directors;
the loss of any one or more of them could adversely affect our ability to complete a business combination.

 Our operations depend upon
the background, experience and contacts of our officers and directors. We believe that our success depends on the continued service of
our officers and directors, at least until we have consummated a business combination. We do not have an employment agreement with, or
key-man insurance on the life of, any of our directors or officers. In addition, our executive officers and directors are not required
to, and do not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and the search for a business combination and their other business commitments. We do not intend to have any full-time employees
prior to the consummation of our business combination. Each of our executive officers and directors is engaged in other business endeavors
and is not obligated to contribute any specific number of hours per week to our affairs. If our executive officers' and directors'
other business commitments require them to devote substantial amounts of time in excess of their current commitment levels, it could limit
their ability to devote time to our affairs which make it more difficult for us to identify an acquisition target and consummate our business
combination.

 Our success following our initial business
combination likely will depend upon the efforts of management of the target business. The loss of any of the key personnel of the target's
management team could make it more difficult to operate the target profitably.

 Although some of our key personnel
may remain with the target business in senior management or advisory positions following a business combination, we can offer no assurance
that any will do so. Moreover, as a result of the existing commitments of our key personnel, it is likely that we will retain some or
all of the management of the target business to conduct its operations. The departure of any key members of the target's management
team could thus make it more difficult to operate the post-combination business profitably. Moreover, to the extent that we will rely
upon the target's management team to operate the post-combination business, we will be subject to risks regarding their managerial
competence. While we intend to closely scrutinize the skills, abilities and qualifications of any individuals we retain after a business
combination, our ability to do so may be limited due to a lack of time resources or information. Accordingly, we cannot assure you that
our assessment of these individuals will prove to be correct and that they will have the skills, abilities and qualifications we expect.

 Each of our officers and directors presently
has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities and, accordingly, may have
conflicts of interest in determining to which entity a particular business opportunity should be presented.

 We are engaged in the business
of identifying and combining with one or more businesses. Our directors and officers may now be, or in the future become, affiliated with
entities that are engaged in a similar business.

 In addition, our directors
and officers may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which
they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented
to other entities prior to its presentation to us, subject to our directors' and officers' fiduciary duties under the DGCL.
Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any
director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer
of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for
us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

 Our sponsor and directors
and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies similar
to ours, including in connection with their initial business combinations, or may pursue other business or investment ventures during
the period in which we are seeking an initial business combination. Any such companies, businesses or ventures may present additional
conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would
materially affect our ability to complete our initial business combination.

 For further discussion of
our officers' and directors' business affiliations and the potential conflicts of interest that you should be aware of, please
see the sections of this prospectus entitled "Certain Relationships and Related Transactions, and Director Independence —
Conflicts of Interest."

 Members of our management team and board
of directors have significant experience as founders, board members, officers or executives of other companies. As a result, certain of
those persons have been, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the
companies with which they were, are, or may be in the future be, affiliated. These activities may have an adverse effect on us, which
may impede our ability to consummate an initial business combination.

 During the course of their
careers, members of our management team and board of directors have had significant experience as founders, board members, officers or
executives of other companies. As a result of their involvement and positions in these companies, certain of those persons are now, or
may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies
or transactions entered into by such companies. Any such litigation, investigations or other proceedings may divert the attention and
resources of the members of both our management team and our board of directors away from identifying and selecting a target business
or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete
an initial business combination.

 We may engage in a business combination
with one or more target businesses that have relationships with entities that may be affiliated with our executive officers, directors
or existing stockholders, which may raise potential conflicts of interest.

 We may decide to acquire one
or more businesses affiliated with holders of founder shares, or our officers and directors. Our sponsor, officers and directors may sponsor,
form or participate in other blank check companies similar to ours or in other entities during the period in which we are seeking an initial
business combination. Such entities may compete with us for business combination opportunities. The holders of founder shares and our
officers and directors are not currently aware of any specific opportunities for us to consummate a business combination with any entities
with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity
or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue
such a transaction if we determined that the targeted affiliated entity met our criteria for a business combination and the transaction
was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking
firm or an independent accounting firm regarding the fairness to our stockholders from a financial point of view of a business combination
with one or more businesses affiliated with our executive officers, directors or holders of founder shares, potential conflicts of interest
still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they
would be absent any conflicts of interest.

 Since holders of founder shares and placement
units will lose some or all of their investment in us if we do not consummate a business combination, a conflict of interest may arise
in determining whether a particular acquisition target is appropriate for our initial business combination.

 Our initial holders currently
own 8,615,141 founder shares, which will be worthless if we do not consummate our initial business combination. Our sponsor also purchased
an aggregate of 976,081 placement units for an aggregate purchase price of $9,760,810. There will be no redemption rights or liquidating
distributions from the trust account with respect to the founder shares, placement shares or placement warrants, which will expire worthless
if we do not consummate a business combination within the completion window. If we do not consummate a business combination, our sponsor
will realize a loss on the placement units it purchased. As a result, the personal and financial interests of certain of our officers
and directors, directly or as members of our sponsor, in consummating an initial business combination, along with their flexibility in
identifying and selecting a prospective acquisition candidate, may influence their motivation in identifying and selecting a target business
combination and completing an initial business combination that is not in the best interests of our stockholders. Consequently, the discretion
of our officers and directors, in identifying and selecting a suitable target business combination may result in a conflict of interest
when determining whether the terms, conditions and timing of a particular initial business combination are appropriate and in the best
interest of our public stockholders.

 Risks Relating to our Securities

 If we are deemed to be an investment company
under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial business combination.

 If we are deemed to be an
investment company under the Investment Company Act, our activities may be restricted, including:

 restrictions on the nature of our investments; and

 restrictions on the issuance of securities;

 each of which
may make it difficult for us to complete our initial business combination.

 In addition, we
may have imposed upon us burdensome requirements, including:

 registration as an investment company with the SEC;

 adoption of a specific form of corporate structure; and

 reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently not subject to.

 In order not to be regulated
as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged
primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting,
owning, holding or trading "investment securities" constituting more than 40% of our total assets (exclusive of U.S. government
securities and cash items) on an unconsolidated basis. Our business is to identify and complete an initial business combination and thereafter
to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale
or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

 We do not believe that our
anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may
only be invested in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company
Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted
to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business
plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant
bank or private equity fund), we intend to avoid being deemed an "investment company" within the meaning of the Investment
Company Act. Our securities are not intended for persons who are seeking a return on investments in government securities or investment
securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our primary
business objective, which is a business combination; (ii) the redemption of any public shares properly submitted in connection with a
stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to
provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination within the completion window; and (iii) absent a business combination, our return
of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest
the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the
Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted
funds and may hinder our ability to consummate our initial business combination. If we are unable to complete our initial business combination,
our public stockholders may receive only approximately $10.10 per share on the liquidation of our trust account and our warrants will
expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share on the redemption of their
shares. Please see "— If third parties bring claims against us, the proceeds held in the trust account could be reduced and
the per-share redemption amount received by stockholders may be less than $10.10 per share" and other risk factors in this section.

 Our warrant agreement designates the courts
of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders
to obtain a favorable judicial forum for disputes with our company.

 Our warrant agreement provides
that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant
agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction
shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum.

 Notwithstanding the foregoing,
these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act
or any other claim for which the federal district courts of the United States are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement,
is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York,
or a foreign action, in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal
jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court
to enforce the forum provisions, or an enforcement action, and (y) having service of process made upon such warrant holder in any
such enforcement action by service upon such warrantholder's counsel in the foreign action as agent for such warrantholder.

 The choice-of-forum provision
in our warrant agreement may (1) result in increased costs for investors to bring a claim or (2) limit a warrantholder's
ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.
Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more
of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions,
which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the
time and resources of our management and board of directors. We note that there is uncertainty as to whether a court would enforce this
provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder.

 If we seek stockholder approval of our initial
business combination and we do not conduct redemptions pursuant to the tender offer rules, a stockholder, or a "group" of
stockholders, who are deemed to hold an aggregate of more than 15.0% of our common stock may not redeem any shares they hold that exceed
such 15.0% amount.

 If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender
offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of
such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section
13 of the Exchange Act), will be restricted from seeking redemption rights with respect to shares in excess of 15.0% of the shares sold
in the initial public offering without our prior written consent. We refer to such shares in excess of 15.0% or more of the shares sold
in the initial public offering as "Excess Shares". However, we would not be restricting our stockholders' ability to
vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem any Excess
Shares will reduce your influence over our ability to consummate a business combination and you could suffer a material loss on your investment
in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect
to the Excess Shares if we consummate our business combination. As a result, you would continue to hold that number of shares exceeding
15.0% and, in order to dispose of such shares, would be required to sell them in open market transactions, potentially at a loss.

 NASDAQ may delist our securities from trading
which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

 We cannot assure you that
our securities will continue to be listed on NASDAQ in the future or prior to our initial business combination. In order to continue listing
our securities on NASDAQ prior to our initial business combination, we must maintain certain financial, distribution and stock price levels.
Generally, we must maintain an average global market capitalization and a minimum number of holders of our securities (generally 400 public
holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with NASDAQ's
initial listing requirements, which are more rigorous than NASDAQ's continued listing requirements, in order to continue to maintain
the listing of our securities on NASDAQ. For instance, our stock price would generally be required to be at least $4.00 per share and
we would be required to have a minimum of 400 round lot holders (with at least 50% of such round lot holders holding securities with a
market value of at least $2,500) of our securities. We cannot assure you that we will be able to meet those initial listing requirements
at that time.

 If NASDAQ delists our securities
from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities
could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

 a limited availability of market quotations for our securities;

 reduced liquidity for our securities;

 a determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 a limited amount of, or no, news and analyst coverage; and

 a decreased ability to issue additional securities or obtain additional financing in the future.

 The National Securities Markets
Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which
are referred to as "covered securities." Because our units, Class A common stock and warrants are listed on NASDAQ, our units,
Class A common stock and warrants are covered securities. Although the states are preempted from regulating the sale of our securities,
the federal statute does allow the states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state,
other than the state of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies,
certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers,
to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NASDAQ, our securities
would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection
with our initial business combination.

 Purchases of Class A common stock in the
open market or in privately negotiated transactions by our sponsor, directors, officers or their affiliates may make it difficult for
us to continue to list our common stock on NASDAQ or another national securities exchange.

 If our sponsor, directors,
officers or their affiliates purchase shares of our Class A common stock in the open market or in privately negotiated transactions, it
would reduce the public "float" of our Class A common stock and the number of beneficial holders of our common stock, which
may make it difficult to maintain the listing or trading of our common stock on a national securities exchange if we determine to apply
for such listing in connection with the business combination. If the number of our public holders falls below 400 or if the total number
of shares held by non-affiliates is less than 750,000, we will be non-compliant with NASDAQ's continued listing rules and our common
stock could be de-listed. If our common stock were de-listed, we could face the material consequences set forth in the immediately preceding
risk factor.

 We may issue additional common or preferred
shares to complete our initial business combination or under an employee incentive plan after consummation of our initial business combination,
which would dilute the interest of our stockholders and likely present other risks.

of incorporation authorizes the issuance of up to 42,000,000 shares of Class A common stock, par value $0.0001 per share, and 10,000,000
shares of Class B common stock, par value $0.0001 per share and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per
share. There are currently 15,220,022 and 10,000,000 authorized but unissued shares of Class A and Class B common stock, respectively, available
for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants. There are no shares
of Class B common stock or preferred stock currently issued and outstanding.

 We may issue a substantial
number of additional shares of common stock, and may issue shares of preferred stock, in order to complete our initial business combination
or under an employee incentive plan after completion of our initial business combination (although our amended and restated certificate
of incorporation provides that we may not issue additional securities that can vote with common stockholders on matters related to our
pre-initial business combination activity, on any amendment to certain provisions of our amended and restated certificate of incorporation
or on our initial business combination or that would entitle holders thereof to receive funds from the trust account). However, our amended
and restated certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue
additional shares of capital stock that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote on any
initial business combination.

 The issuance of additional
shares of common or preferred stock:

 may significantly dilute the equity interest of investors in the initial public offering;

 may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

 could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

 may adversely affect prevailing market prices for our units, common stock and/or warrants.

 Although the registration statement for
our initial public offering registered the offer and sale of the Class A common stock underlying the public warrants under the Securities
Act, it did not register the issuance of the shares underlying the warrants from time to time following the initial business combination.
We cannot assure you that such registration will be in place when an investor desires to exercise warrants, thus precluding such investor
from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

 Although the registration
statement for our initial public offering registered the offer of the Class A common stock underlying the public warrants under the
Securities Act, it did not register the issuance of the shares underlying the warrants from time to time following the initial business
combination. Under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 20 business
days after the closing of our initial business combination, we will use our best efforts to file, and within 60 business days following
our initial business combination to have declared effective, a registration statement covering the offer and sale of such shares and maintain
a current prospectus relating to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants
in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts
or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial
statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the offer and
sale of the shares issuable upon exercise of the warrants is not registered under the Securities Act, we will be required to permit holders
to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not
be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is
registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. Notwithstanding
the foregoing, if a registration statement covering the offer and sale of the Class A common stock issuable upon exercise of the
warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may,
until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective
registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities
Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to
exercise their warrants on a cashless basis. Notwithstanding the above, if our Class A common stock are, at the time of any exercise
of a warrant, not listed on a national securities exchange such that they satisfy the definition of a "covered security" under
Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to
do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we
will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially
reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no
event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the
event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption
is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration
or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire
worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase
price solely for the Class A common stock included in the units. If and when the warrants become redeemable by us, we may not
exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification
under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our commercially reasonable
efforts to register or qualify the offer and sale of such shares under the blue sky laws of those states in which the warrants were offered
by us.

 If you exercise your public warrants on
a "cashless basis," you will receive fewer shares of Class A common stock from such exercise than if you were to exercise
such warrants for cash.

 There are circumstances in
which the exercise of the public warrants may be required or permitted to be made on a cashless basis. First, if a registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the
closing of our initial business combination, warrantholders may, until such time as there is an effective registration statement, exercise
warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Second, if our Class A common
stock is at any time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of
a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants
who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we
so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will
use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is
not available. Third, if we call the public warrants for redemption, our management will have the option to require all holders that wish
to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise
price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price
of the warrants and the "fair market value" (as defined in the next sentence) by (y) the fair market value. The "fair
market value" is the volume-weighted average price of the Class A common stock as reported during the 10 trading day period ending
on the trading day prior to the date that notice of exercise is received by the warrant agent from the holder of such warrants. As a result,
you would receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.

 The grant of registration rights to our
initial stockholders and purchasers of placement units may make it more difficult to complete our initial business combination, and the
future exercise of such rights may reduce the market price of our Class A common stock.

 Pursuant to an agreement entered
into concurrently with the issuance and sale of the securities in the initial public offering, our initial stockholders and their permitted
transferees and purchasers of placement units can demand that we register the founder shares, placement shares, placement warrants and
the shares of Class A common stock issuable upon exercise of the placement warrants. This would include the 8,615,141 founder shares,
976,081 placement shares and 488,041 placement warrants. These registration rights will be exercisable at any time commencing upon the
date that such shares are released from transfer restrictions. We will also grant registration rights to our sponsor or one of its affiliates
in connection with the issuance of warrants included in the units that may be issued upon conversion of working capital loans. We will
bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading
in the public market may reduce the market price of our Class A common stock. In addition, the existence of the registration rights may
make our initial business combination more costly or difficult to conclude because the stockholders of the target business may increase
the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price
of our Class A common stock that is expected when the securities owned by our initial stockholders or their permitted transferees are
registered.

 We may amend the terms of the warrants in
a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding public warrants or for
amendments necessary for the warrants to be classified as equity. As a result, the exercise price of your warrants could be increased,
the exercise period could be shortened and the number of common stock purchasable upon exercise of a warrant could be decreased, all without
your approval.

 Our warrants were issued in
registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any
defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants
(i) in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment or (ii) to
the extent necessary for the warrants in the good faith determination of our board of directors (taking into account then existing market
precedents) to allow for the warrants to be classified as equity in our financial statements without the consent of any holder. Although
our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited,
examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants
into cash or stock, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise
of a warrant.

 We may redeem your unexpired warrants prior
to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

 We have the ability to redeem
outstanding warrants at any time after they become exercisable and prior to their expiration, at $0.01 per warrant, provided that the
last reported sales price (or the closing bid price of our Class A common stock in the event the shares of our Class A common stock are
not traded on any specific trading day) of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day
prior to the date we send proper notice of such redemption, provided that on the date we give notice of redemption and during the entire
period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering
the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. If and
when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the
holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you: (i) to exercise your warrants
and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current
market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the
outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

 Our warrants may have an adverse effect
on the market price of our Class A common stock and make it more difficult to effectuate a business combination.

 In the initial public offering,
we issued warrants to purchase 12,434,671 shares of our Class A common stock as part of the public units. In addition, we sold 976,081
placement units to our sponsor, with each unit consisting of one placement share and one-half of one placement warrant, each whole warrant
exercisable to purchase one share of Class A common stock. In addition, if our sponsor or one of its affiliates makes any working capital
loans, such loans may be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical
to the placement units.

 To the extent we issue shares
of Class A common stock to effect a business combination, the potential for the issuance of a substantial number of additional shares
of Class A common stock upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Any
such issuance will increase the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares
of Class A common stock issued to complete the business combination. Therefore, our warrants may make it more difficult to effectuate
a business combination or increase the cost of acquiring the target business.

 The placement warrants are
identical to the warrants sold as part of the units in the initial public offering except that, so long as they are held by the initial
purchasers or their permitted transferees, (i) they may not (including the Class A common stock issuable upon exercise of these warrants),
subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination,
and (ii) they will be entitled to registration rights.

 Because each unit contains one-half of one
warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

 Each unit contains one-half
of one warrant. Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole
warrant may be exercised at any given time. This is different from other blank check companies similar to ours whose units include one
share of common stock and one warrant to purchase one whole share. We established the components of the units in this way in order to
reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate
for one-half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe,
a more attractive business combination partner for target businesses. Nevertheless, this unit structure may cause our units to be worth
less than if they included a warrant to purchase one whole share.

 A provision of our warrant agreement may
make it more difficult for us to consummate an initial business combination.

 Unlike many blank check companies,
if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such
issue price or effective issue price to be determined in good faith by us and in the case of any such issuance to our sponsor or its affiliates,
without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance)
(the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the
total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion
of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our shares of
Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our initial
business combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be
adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share
redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued
Price. This may make it more difficult for us to consummate an initial business combination with a target business.

 Provisions in our amended and restated certificate
of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future
for our common stock and could entrench management.

of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their
best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms
of and issue new series of preferred shares. We are also subject to anti-takeover provisions under Delaware law, which could delay or
prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions
that otherwise could involve payment of a premium over prevailing market prices for our securities.

 Our amended and restated certificate of
incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors,
officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery
in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service
of process on such stockholder's counsel, which may have the effect of discouraging lawsuits against our directors, officers, other
employees or stockholders.

of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors,
officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery
in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service
of process on such stockholder's counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines
that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent
to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive
jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter
jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have
notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

 This choice of forum provision
may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our
directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court
were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable
in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business,
operating results and financial condition.

of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject
to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty
or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not
apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have
exclusive jurisdiction. In addition, our amended and restated certificate of incorporation provides that, unless we consent in writing
to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted
by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the
rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would enforce this provision
and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

 General Risk Factors

 We are an early stage company with no operating
history and no revenue and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective.

 We are an early stage company
with no operating history and no revenue. We will not commence operations until we consummate our initial business combination. Because
we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of acquiring one
or more operating businesses in the Target Sectors. We may be unable to complete a business combination. If we fail to complete a business
combination, we will never generate any operating revenues.

 Changes in laws or regulations or how such
laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business,
including our ability to negotiate and complete our initial business combination, and results of operations.

 We are subject to laws and regulations enacted by national, regional
and local governments. We are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable
laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application
may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations.
In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect
on our business, including our ability to negotiate and complete our initial business combination and results of operations.

 On January 24, 2024, the SEC
adopted new rules relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of
projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants
in proposed business combination transactions; and the extent to which SPACs could
become subject to regulation under the Investment Company Act. These rules may materially increase the costs and time required to negotiate and complete an initial business combination and could
potentially impair our ability to complete an initial business combination.

 Our management has concluded that there
is substantial doubt about our ability to continue as a "going concern."

 We have until December 20,
2024 to consummate a business combination. It is uncertain whether we will be able to consummate a business combination by this time.
If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of us. We
had a working capital deficit of $3,087,967 as of December 31, 2023; we expect to incur significant expenses as it relates to the consummation
of a business combination. Management has determined that the liquidity condition and mandatory liquidation, should a business combination
not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. The financial
statements contained elsewhere in this Annual Report do not contain any adjustments that might result should we be required to liquidate
after December 20, 2024.

 We may be subject to the 1% excise tax instituted
under the Inflation Reduction Act of 2022 in connection with redemptions we conduct after December 31, 2022.

 On August 16, 2022, the Inflation
Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S.
federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation
itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value
of the shares repurchased at the time of the repurchase. For purposes of calculating the excise tax, repurchasing corporations are permitted
to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable
year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury") has been
given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

 Any redemption or other repurchase
we have conducted or may conduct after December 31, 2022, in connection with a business combination, extension vote or otherwise, may
be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a business combination,
extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases
in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and
amount of any "PIPE" or other equity issuances in connection with a business combination (or otherwise issued not in connection
with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and
other guidance from the Treasury. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics
of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand
to complete a business combination or otherwise inhibit our ability to complete a business combination.

 Past performance by our management team
may not be indicative of future performance of an investment in the Company.

 Past performance by our management
team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able
to locate a suitable candidate for our initial business combination. You should not rely on the historical record of our management team's
performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to,
generate going forward.

 We are an emerging growth company and a
smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.

 We are an "emerging
growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but
not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments
not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be
an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market
value of our Class A common stock held by non-affiliates equals or exceeds $700 million as of any June 30 before that time, in which case
we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities
less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance
on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading
market for our securities and the trading prices of our securities may be more volatile.

 Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which
means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.

 Additionally, we are a "smaller
reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain
a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals
or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such
completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as
of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial
statements with other public companies difficult or impossible.

 The requirements of being a public company
may strain our resources and divert management's attention.

 As a public company, we are
subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (which we refer to as the Sarbanes-Oxley Act),
the Dodd-Frank Wall Street Reform and Consumer Protection Act (which we refer to as the Dodd-Frank Act), the listing requirements of NASDAQ
and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial
compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly
after we are no longer an "emerging growth company." The Sarbanes-Oxley Act requires, among other things, that we maintain
effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve
our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and
management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could
adversely affect our business and operating results. We may need to hire more employees in the future or engage outside consultants to
comply with these requirements, which will increase our costs and expenses.

 In addition, changing laws,
regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing
legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject
to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve
over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance
matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply
with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion
of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new
laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their
application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

 However, for as long as we
remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting
requirements that are applicable to "emerging growth companies" including, but not limited to, not being required to comply
with the auditor attestation requirements of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements, and exemptions from the requirement of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions
until we are no longer an "emerging growth company."

 We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the initial
public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large
accelerated filer, which means the market value of our shares of common stock that are held by non-affiliates equals or exceeds $700 million
as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three
year period.

 We may face risks related to environmental,
social and corporate governance (ESG) businesses.

 Business combinations with
ESG businesses may involve special considerations and risks. If we complete our initial business combination with an ESG business, we
will be subject to the following risks, any of which could be detrimental to us and the business we acquire:

 If the company or business we acquire provides products or services which relate to the facilitation of ESG businesses, and such product or service fails or is compromised, we may be subject to claims from both the firms to whom we provide our products and services and the clients they serve;

 If we are unable to keep pace with evolving technology and changes in the ESG industry, our revenues and future prospects may decline;

 Our ability to provide products and services to customers may be reduced or eliminated by regulatory changes;

 Any business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data;

 Difficulties with any products or services we provide could damage our reputation and business;

 A failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business; and

 We may not be able to protect our intellectual property and we may be subject to infringement claims.

 Any of the foregoing could
have a negative adverse impact on our operations following a business combination. However, our efforts in identifying prospective target
businesses will not be limited to the ESG industry. Accordingly, if we acquire a target business in another industry, these risks will
likely not affect us and we will be subject to other risks attendant with the specific industry in which we operate or target business
which we acquire, none of which can be presently ascertained.

 Item 1B.

 UNRESOLVED STAFF COMMENTS.

 None.

 Item 1C.
 CYBERSECURITY.

 We have no business operations. Since
our initial public offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.
Therefore, we have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk, which may
make us susceptible to heightened cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from
cybersecurity threats, if there is any. We have not encountered any cybersecurity incidents since our initial public offering.

 Item 2.

 PROPERTIES.

 We do not own any real estate
or other physical properties. We currently maintain our executive offices at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania
19104. The cost for our use of this space is included in the $30,000 per month fee we pay to our sponsor or its designee for office space,
administrative and shared personnel support services. We consider our current office space adequate for our current operations.

 Item 3.

 LEGAL PROCEEDINGS.

 To the knowledge of our management,
there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management
team in their capacity as such.

 Item 4.

 MINE SAFETY DISCLOSURES.

 Not applicable.

 Item 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market Information

 Our units commenced public
trading on December 16, 2021, and our Class A common stock and warrants commenced separate trading on February 7, 2022. Our Class A common
stock, warrants and units are each listed on the NASDAQ Global Market under the symbols EMLD, EMLDW and EMLDU, respectively.

 Holders

 On March 22, 2024, the
numbers of record holders of the Company's Class A common stock, units and warrants were 3, 2 and 1, respectively, not including
beneficial holders whose securities are held in street name.

 Dividends

 We have not paid any cash
dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination.
The payment of cash dividends in the future will depend upon our revenues and earnings, if any, capital requirements and general financial
condition subsequent to completion of an initial business combination, and will be at the discretion of our board of directors at such
time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the
foreseeable future. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 None.

 Recent Sales of Unregistered Securities and
Use of Proceeds

 Unregistered Sales of Equity Securities

 On December 20, 2021 and January
14, 2022, we sold 890,000 and 86,081 placement units, respectively, in the private placement for an aggregate purchase price of $9,760,810,
or $10.00 per unit, to the sponsor pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act. Each
placement unit consists of one share of Class A common stock and one half of a placement warrant. The placement warrants are identical
to the warrants included in the units issued in the initial public offering, except that, if held by the initial purchasers or their permitted
transferees, (a) they (including the underlying Class A common stock) may not be transferred, assigned or sold until 30 days after the
consummation of the Company's initial business combination, subject to certain limited exceptions, and (b) they are entitled to
registration rights.

 Use of Proceeds

 On December 20, 2021, we consummated
the initial public offering of 22,000,000 units generating gross proceeds of $220,000,000. On January 11, 2022, the underwriter partially
exercised its over-allotment option, resulting in the sale on January 14, 2022 of an additional 2,869,342 units for total gross proceeds
of $28,693,420, bringing the aggregate gross proceeds of the initial public offering to $248,693,420. Each unit consists of one share
of our Class A common stock and one half of one warrant, where each whole warrant entitles the holder to purchase one share of Class A
common stock at an exercise price of $11.50 per share, subject to adjustment.

 Goldman Sachs & Co. LLC
served as the sole book-running manager for the initial public offering. The units sold in the initial public offering were registered
under the Securities Act on a registration statement on Form S-1 (No. 333-261254), which was declared effective by the SEC on December
15, 2021.

 We incurred a total of $14,181,568
in transaction costs related to the initial public offering. We paid a total of $4,973,868 in underwriting discounts and commissions ($660,000
of which was reimbursed to us to pay the advisory fee due to CCM) and $503,430 in other costs and expenses related to the initial public
offering. In addition, the underwriter agreed to defer $8,704,270 in underwriting discounts and commissions, which would be payable only
upon consummation of an initial business combination. On October 18, 2023, we entered into an agreement with the underwriter in which
the underwriter waived any entitlement it may have to the deferred underwriting discount in respect of any business combination.

 Following the closing of the
initial public offering and the private placement, an amount of $251,180,354 ($10.10 per unit) from the net proceeds from the sale of
the units in the initial public offering and the placement units in the private placement was placed in the trust account. In connection
with the Prior Meeting, the holders of 9,239,192 shares of redeemable Class A common stock exercised their right to redeem their shares
for cash at a redemption price of approximately $10.4762 per share, for an aggregate redemption amount of approximately $96,791,644. In
connection with the January Meeting, the holders of 10,872,266 shares of redeemable Class A common stock exercised their right to redeem
their shares for cash at a redemption price of approximately $10.6224 per share, for an aggregate redemption amount of approximately $115,489,643.

 Purchases of Equity Securities by the Issuer
and Affiliated Purchasers

 None.

 Item 6.

 [RESERVED]

 Item 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The following discussion and
analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and
the notes related thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set
forth below includes forward-looking statements that involve risks and uncertainties.

 All statements other than
statements of historical fact included in this Annual Report including, without limitation, statements under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business
strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Annual Report,
words such as "anticipate," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to us or the Company's management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of many factors,
including those set forth under "Cautionary Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors"
and elsewhere in this Annual Report.

 Overview

 We are a blank check company
incorporated in Delaware on February 19, 2021 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more target businesses. We intend to effectuate our business
combination using cash from the proceeds of our initial public offering and the sale of the placement units that occurred simultaneously
with the completion of our initial public offering, our capital stock, debt or a combination of cash, stock and debt.

 We expect to continue to incur
significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will
be successful.

 Recent Developments

 On September 19, 2023, we
held a special meeting of our stockholders (the "Meeting") at which the Company's stockholders approved (A) an amendment
(the "Charter Amendment") to the Company's Second Amended and Restated Certificate of Incorporation to extend the date
by which the Company has to consummate its initial business combination from September 20, 2023 to January 19, 2024 (or such earlier date
as determined by the Company's Board of Directors); and (B) an amendment (the "Trust Amendment") to the Company's
Investment Management Trust Agreement dated December 15, 2021, with Continental Stock Transfer & Trust Company, as trustee (the "Trust
Agreement"), to allow the trustee to liquidate the Trust Account at such time as may be determined by the Company as set forth in
the Charter Amendment. In connection with the Meeting the holders of 9,239,192 shares of redeemable Class A common stock exercised their
right to redeem their shares for cash at a redemption price of approximately $10.4762 per share, for an aggregate redemption amount of
approximately $96,791,644. Following the redemptions, 15,630,150 shares of redeemable Class A common stock remained outstanding. As of
December 31, 2023, we recorded $967,916 of excise tax liability calculated as 1% of the shares redeemed on September 19, 2023.

 Between September 7 and 15,
2023, we entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem
public shares in connection with the Meeting that was held on September 19, 2023. In exchange for the foregoing commitments not to redeem
public shares, the Company has agreed to issue or cause to be issued an aggregate of 1,610,000 Class A Shares at the time of the Company's
initial business combination. In addition, the Company has agreed that it will not utilize any funds from the Trust Account to pay any
potential excise taxes that may become due pursuant to the IR Act upon a redemption of public shares, including in connection with the
Charter Amendment, an initial business combination or liquidation of the Company.

 Following the Meeting on September
19, 2023, the Sponsor determined to convert all the outstanding shares of Class B common stock to shares of Class A common stock on a
one-for-one basis (the "Class B Conversion"). Notwithstanding the Class B Conversion, the Sponsor, as well as the Company's
officers and directors, will not be entitled to receive any funds held in the Trust Account with respect to any shares of Class A common
stock issued to such holders as a result of the Class B Conversion, and no additional amounts will be deposited into the Trust Account
in respect of shares of Class A common stock held by the Sponsor.

 On January 19, 2024, we held
a special meeting of our stockholders (the "January Meeting") at which the Company's stockholders approved (A) an amendment
(the "January Charter Amendment") to the Company's Second Amended and Restated Certificate of Incorporation to extend
the date by which the Company has to consummate its initial business combination from January 19, 2024 to December 20, 2024 (or such earlier
date as determined by the Company's Board of Directors); and (B) an amendment (the "January Trust Amendment") to the
Trust Agreement to allow the trustee to liquidate the Trust Account at such time as may be determined by the Company as set forth in the
January Charter Amendment. In connection with the January Meeting the holders of 10,872,266 shares of redeemable Class A common stock
exercised their right to redeem their shares for cash at a redemption price of approximately $10.6224 per share, for an aggregate redemption
amount of approximately $115,489,643. Following the redemptions, 4,757,884 shares of redeemable Class A common stock remain outstanding.

 Between January 9 and 17, 2024, we entered into non-redemption agreements
with unaffiliated third parties in exchange for each such party agreeing not to redeem public shares in connection with the January Meeting.
In exchange for the foregoing commitments not to redeem public shares, we agreed to issue or cause to be issued an aggregate of 1,137,500
Class A Shares at the time of our initial business combination.

 Results of Operations

 We have neither engaged in
any operations (other than searching for a Business Combination after the Public Offering) nor generated any revenues to date. Our only
activities from inception through December 31, 2023 were organizational activities, those necessary to prepare for the Public Offering,
described below, and, after the Public Offering, identifying a target company for an initial Business Combination. We do not expect to
generate any operating revenues until after the completion of our Business Combination, at the earliest. We generate non-operating income
in the form of interest income on the marketable securities held in the Trust Account. We incur expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

 For the year ended December 31, 2023, we had net income of $4,443,634,
which consisted of interest income earned on investments held in Trust Account of $11,207,609, offset by operating and formation costs
of $3,730,488, non-redemption agreement expense of $708,400 and provision for income tax of $2,325,087.

 For the year ended December 31, 2022, we had net income of $1,115,764,
which consisted of interest income earned on investments held in Trust Account of $3,619,061, offset by operating and formation costs
of $1,776,887 and provision for income tax of $726,410.

 Liquidity and Capital Resources

 On December 20, 2021, we consummated
the Public Offering of 22,000,000 units generating gross proceeds of $220,000,000. Each unit consists of one share of Class A common stock
and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock
for $11.50 per share, subject to adjustment. On January 11, 2022, the underwriter partially exercised its over-allotment option, resulting
in the sale on January 14, 2022 of an additional 2,869,342 units for total gross proceeds of $28,693,420.

 Simultaneously with the closing
of the Public Offering, we consummated the sale of 890,000 Private Placement Units at a price of $10.00 per Private Placement Unit in
a private placement to our Sponsor, generating gross proceeds of $8,900,000. On January 14, 2022, the underwriter partially exercised
its over-allotment option, resulting in the sale of an additional 86,081 Private Placement Units to our Sponsor for total gross proceeds
of $860,810, bringing the total aggregate gross proceeds of the Private Placement to $9,760,810.

 We incurred $14,181,568 in
IPO transaction costs, including $4,973,868 of underwriting fees ($660,000 of which was reimbursed to us to pay the advisory fee due to
CCM), $8,704,270 of deferred underwriting fees and $503,430 of other offering costs.

 Following the Public Offering,
the partial exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $251,180,354 ($10.10 per Unit)
was placed in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less, or in money market funds
meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the consummation
of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company's stockholders, as described
below.

 As of December 31, 2023, we
had $29,844 in cash held outside of trust and a working capital deficit of $3,087,967. Prior to the completion of our Public Offering,
our liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000 and a loan to us of up to $300,000 by
our Sponsor under an unsecured promissory note. The outstanding balance under the promissory note of $105,260 was repaid on December 27,
2021 and the promissory note was terminated.

 In order to finance transaction costs in connection with an intended
initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated
to, loan us funds as may be required (the "Working Capital Loans"). If we complete the initial Business Combination, we expect
to repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that the initial Business Combination
does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds
from the Trust Account would be used to repay such loaned amounts. The Sponsor originally agreed to loan us up to an aggregate principal
amount of $1,500,000 under the Promissory Note. On October 16, 2023, the Company and the Sponsor amended the Promissory Note to increase
the aggregate principal amount of the Promissory Note from $1,500,000 to $3,000,000. (described in Note 5). At December 31, 2023 and 2022,
$2,025,000 and $0 of such Working Capital Loans were outstanding, respectively.

 As of December 31, 2023, we
had cash, investments and marketable securities held in the Trust Account of $165,653,149. On September 19, 2023, we held the Meeting
at which the Company's stockholders approved (A) the Charter Amendment to the Company's Second Amended and Restated Certificate
of Incorporation to extend the date by which the Company has to consummate its initial business combination from September 20, 2023 to
January 19, 2024 (or such earlier date as determined by the Company's Board of Directors); and (B) the Trust Amendment to the Trust
Agreement to allow the trustee to liquidate the Trust Account at such time as may be determined by the Company as set forth in the Charter
Amendment. In connection with the Meeting the holders of 9,239,192 shares of redeemable Class A common stock exercised their right to
redeem their shares for cash at a redemption price of approximately $10.4762 per share, for an aggregate redemption amount of approximately
$96,791,644. On January 19, 2024, we held a special meeting of our stockholders (the "January Meeting") at which the Company's
stockholders approved (A) an amendment (the "January Charter Amendment") to the Company's Second Amended and Restated
Certificate of Incorporation to extend the date by which the Company has to consummate its initial business combination from January 19,
2024 to December 20, 2024 (or such earlier date as determined by the Company's Board of Directors); and (B) an amendment (the "January
Trust Amendment") to the Trust Agreement to allow the trustee to liquidate the Trust Account at such time as may be determined by
the Company as set forth in the January Charter Amendment. In connection with the January Meeting the holders of 10,872,266 shares of
redeemable Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.6224
per share, for an aggregate redemption amount of approximately $115,489,643. Following the redemptions, 4,757,884 shares of redeemable
Class A common stock remain outstanding.

 We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account to complete our Business Combination. We may withdraw interest
to pay taxes. During the year ended December 31, 2023, we withdrew $3,014,566 of the interest income from the Trust Account to pay franchise
and income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business
Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target
business or businesses, make other acquisitions and pursue our growth strategies.

 We intend to use the funds
held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target
businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,
review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business
Combination.

 However, if our estimate of
the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the
actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.
Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem
a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities
or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete
such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because
we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following
our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

 Going Concern

 In connection with the Company's
assessment of going concern considerations in accordance with Financial Accounting Standard Board's ("FASB") Accounting
Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
Concern," we have until December 20, 2024 to consummate a Business Combination. It is uncertain whether we will be able to consummate
a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation
and subsequent dissolution. We have determined that the liquidity condition and mandatory liquidation, should a Business Combination not
occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. Management intends
to consummate a Business Combination prior to December 20, 2024. No adjustments have been made to the carrying amounts of assets or liabilities
should we be required to liquidate after December 20, 2024.

 Off-Balance Sheet Financing Arrangements

 We have no obligations, assets
or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023. We do not participate in transactions
that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which
would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet
financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any
non-financial assets.

 Contractual Obligations

 Other than the below, we do
not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

 We entered into an administrative
services agreement pursuant to which we pay the Sponsor or its designee a monthly fee of $30,000 for office space, administrative and
shared personnel support services to the Company. We began incurring these fees on December 16, 2021 and will continue to incur these
fees monthly until the earlier of the completion of the Business Combination and our liquidation. For the year ended December 31, 2023,
we incurred $360,000 for the administrative support services. As of December 31, 2023, $286,451 of the administrative support fees are
in accrued expenses in the balance sheet.

 The holders of the founder
shares, private placement units (including securities contained therein) and units that may be issued upon conversion of working capital
loans (including securities contained therein) are entitled to registration rights pursuant to a registration rights agreement requiring
us to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock). The
holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.
In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent
to the completion of the initial Business Combination and rights to require us to register for resale such securities pursuant to Rule
415 under the Securities Act.

 We granted the underwriter
of the Public Offering a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments, if any, at the Public Offering
price less the underwriting discounts and commissions. On January 14, 2022, the underwriter purchased an additional 2,869,342 Units pursuant
to the over-allotment option.

 The underwriter earned a cash
underwriting discount of two percent (2%) of the gross proceeds of the Units sold in the Public Offering and pursuant to the over-allotment
option, or $4,973,868. Additionally, the underwriter was entitled to a deferred underwriting discount of 3.5% of the gross proceeds of
the Units sold in the Public Offering and pursuant to the over-allotment option, or $8,704,270. The deferred underwriting discount was
to become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination,
subject to the terms of the underwriting agreement. On October 18, 2023, we entered into an agreement with the underwriter in which the
underwriter waived any entitlement it may have to the deferred underwriting discount in respect of any Business Combination. As a result,
the Company recorded $8,704,270 to additional paid-in capital in relation to the waiver of the deferred underwriter fee in the accompanying
balance sheets.

 We engaged Cohen & Company
Capital Markets, a division of J.V.B. Financial Group, LLC ("CCM"), to provide financial advisory services in connection with
the Public Offering. We paid CCM a fee in an amount equal to 0.3% of the aggregate proceeds of the Public Offering (excluding the proceeds
of the exercise of the over-allotment option) net of underwriter's expenses, upon the closing of the Public Offering. We also intend
to engage CCM to act as an advisor in connection with the Business Combination for which it will earn an advisory fee of 0.525% of the
proceeds of the Public Offering (excluding the proceeds of the exercise of the over-allotment option) payable at closing of the Business
Combination. CCM will also be entitled to an advisory fee equal to 0.825% of the aggregate proceeds of the exercise of the over-allotment
option, payable at the closing of the Business Combination. The underwriter had agreed to reimburse us for the fee to CCM as it becomes
payable out of the underwriting commission. Accordingly, a reimbursement receivable and deferred advisory fee of $1,155,000 had been reflected
in the accompanying balance sheets. On October 18, 2023, we entered into an agreement with the underwriter in which the underwriter waived
any entitlement it may have to the deferred underwriting discount in respect of any Business Combination. As a result, we reversed the
reimbursement receivable and recognized $1,155,000 of advisory fee expenses in the accompanying statements of operations.

 Critical Accounting Estimates

 The preparation of the financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

 Making estimates requires management to exercise significant judgment.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the
date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or
more future confirming events. Accordingly, the actual results could differ significantly from those estimates. We have identified the
following as our critical accounting estimates:

 Class A Common Stock Subject to Possible Redemption

 We account for our Class A
common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic
480, "Distinguishing Liabilities from Equity." Class A common stock subject to mandatory redemption is classified as a liability
instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights
that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's
control) is classified in temporary equity. At all other times, common stock is classified as stockholders' equity. Our Class A
common stock sold in the IPO and over-allotment feature certain redemption rights that are considered to be outside of our control and
subject to the occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 15,630,150 and 24,869,342 shares of
Class A common stock are presented at redemption value as temporary equity, outside of the stockholders' deficit section of our
balance sheets, respectively.

 We recognize changes in redemption
value immediately as they occur and adjust the carrying value of Class A common stock to equal the redemption value at the end of each
reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by charges against additional
paid in capital and accumulated deficit. This method would view the end of the reporting period as if it were also the redemption date
for the security.

 Net Income (Loss) Per Common Share

 We have two classes of shares,
which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes
of shares. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption
value approximates fair value. We have not considered the effect of the warrants in the calculation of diluted net income per share, if
any, since their exercise is contingent upon future events. As a result, diluted net income per share of common stock is the same as basic
net income per share of common stock.

 Recent Accounting Standards

 In August 2020, the FASB issued
ASU No. 2020-06, "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity"
("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major separation models required under
current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope
exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years
beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently
assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

 Management does not believe
that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our
financial statements.

 Item 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As a smaller reporting company,
we are not required to provide the information required by this Item.

 Item 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 This information appears following Item 15 of this Annual Report and
is included herein by reference.

 Item 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 Item 9A.

 CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures
that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,
such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified in the SEC's rules
and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated
to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding
required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our
"Certifying Officers"), the effectiveness of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b)
under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that as of December 31, 2023, our disclosure controls
and procedures were effective.

 We do not expect that our
disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures
are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the
benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no
evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and
instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions.

 Management's Report on Internal Controls
Over Financial Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Management assessed the effectiveness
of our internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated
Framework (2013 Framework). Based on this assessment, management believes that, as of December 31, 2023, our internal control
over financial reporting was effective.

 This Report does not include
an attestation report of our independent registered public accounting firm, because as an "emerging growth company" under
the JOBS Act our independent registered public accounting firm is not required to issue such an attestation report.

 Changes in Internal Control Over Financial
Reporting

 There were no changes in our
internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most
recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

 Item 9B.

 OTHER INFORMATION

 None.

 Item 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 Item 10.

 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

 Directors and Executive Officers

 Our directors and executive
officers are as follows:

 Name

 Age

 Title

 Betsy Cohen

 Chairman of the Board

 President and Chief Executive Officer

 Douglas Listman

 Mark Tercek

 Vice Chairman

 Tensie Whelan

 Therese Rein

 Andrew Hohns

 Lisa Shalett

 Betsy Cohen has served
as Chairman of our board of directors since April 2021. She served as Chairman of the board of directors of FinTech Acquisition Corp.
V from June 2019 until October 2023 and FinTech Acquisition Corp. VI from November 2020 until October 2023. Since November 2020, she has
served as Chairman of the board of directors of FTAC Athena Acquisition Corp. and since January 2021, she has served as Chairman of the
board of directors of FTAC Hera Acquisition Corp. Ms. Cohen served as Chairman of FinTech IV's board of directors from May
2019 until June 2021, FTAC Olympus' board of directors from June 2020 until June 2021, FinTech III's board of directors from
March 2017 until October 2020, and FinTech II's board of directors from August 2016 until July 2018. She served
as a director of FinTech I and its successor, Card Connect Corp., a provider of payment processing solutions to merchants, from November 2013
until May 2017, and previously served as Chairman of the board of directors of FinTech I from July 2014 through July 2016
and as FinTech I's Chief Executive Officer from July 2014 through August 2014. Ms. Cohen also served as a director of
Metromile, Inc. from February 2021 until July 2021. She served as Chief Executive Officer of Bancorp and its wholly-owned subsidiary,
Bancorp Bank, from September 2000 and Chairman of Bancorp Bank from November 2003, and resigned from these positions upon her
retirement in December 2014. She served as the Chairman of the Board of Trustees and as a trustee of RAIT Financial Trust, a real
estate investment trust, from its founding in August 1997, through her resignation as of December 31, 2010 and served as RAIT's
Chief Executive Officer from 1997 to 2006. Ms. Cohen served as a director of Hudson United Bancorp (a bank holding company), the
successor to JeffBanks, Inc., from December 1999 until July 2000 and as the Chairman of the Jefferson Bank Division of Hudson
United Bank (Hudson United Bancorp's banking subsidiary) from December 1999 through March 2000. Before the merger of JeffBanks,
Inc. with Hudson United Bancorp in December 1999, Ms. Cohen was Chairman and Chief Executive Officer of JeffBanks, Inc. from
its inception in 1981 and also served as Chairman and Chief Executive Officer of each of its subsidiaries, Jefferson Bank, which she founded
in 1974, and Jefferson Bank New Jersey, which she founded in 1987. From 1985 until 1993, Ms. Cohen was a director of First
Union Corp. of Virginia (a bank holding company) and its predecessor, Dominion Bancshares, Inc. In 1969, Ms. Cohen co-founded a
commercial law firm and served as a senior partner until 1984. Ms. Cohen also served as a director of Aetna, Inc. (NYSE: AET),
an insurance company, from 1994 until May 2018. Our board has determined that Ms. Cohen's extensive experience in the
financial services industry generally, and the financial technology industry in particular, as well as extensive experience in operating
financial services companies in a public company environment, qualifies her to serve as a member of our board of directors.

has served as our President and Chief Executive Officer since June 2021 and also serves as Executive Chairman of Arabesque USA, a global
asset management firm that specializes in integrating artificial intelligence and sustainability research into its investment approach.
In addition, Mr. Young serves as a member of the board of advisors of Newmarket Investment Management. Prior to joining Arabesque
USA in 2017, Mr. Young served as Chief Executive Officer at Eclat Impact in 2016. From 2000 through 2015, Mr. Young served as
Chief Executive Officer and Partner at Mariner Investment Group. He joined Mariner directly from Goldman Sachs, where he began on the
Commercial Paper trading desk in 1980 and subsequently served as Head Trader for institutional money market funds, Co-Head of the Money
Market Sales and Trading Department in New York, Head of Fixed-Income activity in Tokyo, Head of Fixed-Income and foreign exchange sales
in London, and, finally, Partner and Head of European Debt Capital Markets in New York. Mr. Young serves as Chairman of the board
of directors of Social Finance, Inc., a Boston-based nonprofit organization dedicated to mobilizing investment capital to drive social
change, serves on the boards of directors for Social Progress Imperative, a non-profit best known for measuring countries' social
and environmental performance, Cultivo, the developer of an investment platform focused on environmental ventures, and TerViva, an agricultural
technology company. Additionally, he is an advisor to Upwell, technology-enabled water asset company. Mr. Young received a B.A from
Bowdoin College in 1977 and an M.B.A. from New York University's Stern School of Business in 1983.

 Douglas Listman has
been our Chief Financial Officer since June 2021, the Chief Financial Officer of FinTech Acquisition Corp. V since October 2020, the Chief
Financial Officer of FTAC Athena Acquisition Corp. since December 2020, the Chief Financial Officer of FTAC Hera Acquisition Corp. since
January 2021 and the Chief Financial Officer of FinTech Acquisition Corp. VI since November 2020. He previously served as the Chief Financial
Officer of each of FTAC Olympus and FinTech IV from August 2020 until June 2021. He has served as the Chief Accounting Officer of Cohen &
Company Inc. since December 2009 and Chief Accounting Officer of Cohen & Company, LLC since 2006. From 2004 to
2006, Mr. Listman served as an associate for Resources Global Professionals (a worldwide accounting services consulting firm). From
1992 to 2003, Mr. Listman served in various accounting and finance positions including: senior accountant with KPMG; Assistant Corporate
Controller of Integrated Health Services (a publicly traded provider of skilled nursing services; NYSE: IHS); Controller of Integrated
Living Communities (a publicly traded provider of assisted living services; NASDAQ: ILCC); Chief Financial Officer of Senior Lifestyles
Corporation (a private owned provider of assisted living services); and Chief Financial Officer of Monarch Properties (a privately owned
health care facility real estate investment company). Mr. Listman is a Certified Public Accountant and graduated from the University
of Delaware with a B.S. in accounting.

 Mark Tercek has served
as a director and Vice Chairman of our board of directors since December 2021. He is a global conservation leader and financial professional
with expertise in conservation finance, corporate sustainability, and cross-sector collaboration. From 2008 to 2019, Mark served as CEO
of The Nature Conservancy, the largest private conservation organization in the United States. Under Mr. Tercek's leadership,
The Nature Conservancy launched NatureVest, the impact capital initiative, ran a $7 billion capital fundraising campaign, and established
a permanent department focused on gender, diversity, equity and inclusion (GDEI). Prior to serving as CEO of The Nature Conservancy, Mr. Tercek
served as Managing Director and Partner at Goldman Sachs, where over time he had responsibility for managing several of the firm's
key units, including Corporate Finance, Real Estate Investment Banking, Equity Capital Markets, and Pine Street, the firm's
leadership development program. In 2005, he was tapped to develop Goldman Sachs's environmental strategy and to lead its Environmental
Markets Group. In addition, Mr. Tercek has advised on boards and councils for a number of global organizations, including the Nicholas
Institute for Environmental Policy Solutions at Duke University, the Social Enterprise Initiative at Harvard Business School, the China
Council for International Cooperation on Environment and Development, the Rockefeller Foundation Economic Council on Planetary Health,
Acumen, the AXA Stakeholders Advisory Panel, and Resources for the Future. From 2003 until 2008, Mr. Tercek was on the finance faculty
of New York University's Stern School of Business. Since 2016, he has served on the Board of Trustees of Williams College. He is
the co-author of the Washington Post and Publisher's Weekly bestselling book Nature's Fortune: How Business and Society Thrive
by Investing in Nature. Mr. Tercek earned an M.B.A. from Harvard in 1984 and a B.A. from Williams College in 1979. Our board has
determined that Mr. Tercek's extensive experience in the ESG sector qualifies him to serve as a member of our board of directors.

 Independent Directors

 Tensie Whelan
has served as a director since December 2021. Ms. Whelan is Clinical Professor of Business and Society and Director of NYU Stern School
of Business's Center for Sustainable Business, where she brings 25 years of experience working to engage businesses in proactive
and innovative mainstreaming of sustainability. As President of the Rainforest Alliance from June 2000 until September 2015,
she led the organization's substantial growth and established the Rainforest Alliance as an internationally recognized brand. Her
previous work includes serving as executive director of the New York League of Conservation Voters, Vice President of the National Audubon
Society, Managing Editor of Ambio, a journal of the Swedish Academy of Sciences, and as a journalist in Latin America. In 2008 and 2011,
Ms. Whelan was recognized by Ethisphere as one of the 100 Most Influential People in Business Ethics and has served on non-profit
boards and corporate advisory boards such as the Unilever Sustainable Sourcing Advisory Board and previously sat on the InvestIndustrial
Acquisition Corp. board and the advisory boards of Inherent Group, Giant Ventures, and Alo Advisors. She served as Board Member of Aston
Martin from October 2018 until May 2020. Ms. Whelan holds a B.A. from New York University, an M.A from American University,
and is a graduate of the Harvard Business School Owner President Management Program. We believe that Ms. Whelan's breadth of experience
in various aspects of the ESG sector qualifies her to be a member of our board of directors.

 Therese Rein
has served as a director since December 2021. Ms. Rein founded vocational rehabilitation and human services company Ingeus Limited in
an attic office in Brisbane, Australia with AUD 13,000 in 1989. She grew Ingeus to AUD 450 million a year in revenue, with 6,000
colleagues serving 500,000 people at any one time in 10 countries on four continents (Australia, Europe, Middle East and Asia). She divested
Ingeus in 2014 to the Providence Service Corporation and continues on the advisory board of APM (the current owner of Ingeus). In 2012,
she was named the Ernst and Young Champion Entrepreneur of the Year. Additionally, She was awarded the Australian Human Rights Medal.
Ms. Rein has had the honor of serving Australia as First Lady. Ms. Rein has lived in China, the United States, the United Kingdom,
Sweden, Hong Kong and Australia. She has also served on the Paralympics Advisory Board, the National Apology Foundation, along with numerous
patronages of organizations in disability, street to home housing, food security, indigenous literacy, and the National Portrait Gallery.
Since 2014 Ms. Rein has been on private investment boards, mentoring start up CEOs and not-for-profit CEOs. Ms. Rein holds a
degree with Honors in Psychology from Australian National University and has been awarded three honorary doctorates from Griffith University,
University of Western Sydney and Australian National University. Our board has determined that Ms. Rein's entrepreneurial experience
as well as her rich experience as a director and advisor qualifies her to serve as a member of our board of directors.

 Andrew Hohns
has served as a director since December 2021. Since April 2020, Dr. Hohns has served as founding member and Chief Executive
Officer of Newmarket Investment Management, a registered investment advisor managing capital on behalf of institutional investors worldwide,
targeting investments in structured opportunities sourced from a global network of banks and financial institutions. Newmarket was established
in 2020 to acquire and assume management of Mariner Investment Group's International Infrastructure Finance Company (IIFC) strategy,
a platform co-founded by Dr. Hohns in 2013. He is a regular speaker at various industry conferences, with special expertise in topics
related to infrastructure, securitization, socially responsible investment, impact investment, and development finance. Prior to joining
Mariner, Dr. Hohns was a Managing Director at Cohen & Company. Dr. Hohns serves as Commissioner on the U.S. Semiquincentennial
Commission and as a member of the board of directors of UNICEF USA. He also previously served as a director of INSU Acquisition Corp.
II from September 2020 to February 2021. Dr. Hohns holds a B.S. in Economics from the Wharton School at the University
of Pennsylvania, a Masters in Liberal Arts from the School of Arts and Sciences at the University of Pennsylvania, and a PhD in Applied
Economics and Managerial Sciences from the Wharton School at the University of Pennsylvania. Our board has determined that Dr. Hohns'
experience in the financial services industry qualifies him to serve as a member of our board of directors.

 Lisa M. Shalett
has served as a director since December 2021. Ms. Shalett is a former Goldman Sachs Partner who now serves on public and private boards,
and is the Founder of Extraordinary Women on Boards, a community of women corporate directors focused on improving board excellence, modernizing
governance, and increasing diversity on boards. Over her 20-year career at Goldman Sachs, from 1995-2015, including 13 years as a
Partner, Ms. Shalett led the Global Japanese Shares business, International Equities Sales & Trading in North America, was
Chief Operating Officer of Global Compliance, Legal and Internal Audit, and from 2010 was Head of Brand Marketing & Digital Strategy,
leading Goldman's brand during the financial crisis. She became Chief Marketing Officer at millennials-focused media startup Odyssey
(2015-2016), and then joined Brookfield Asset Management as Managing Partner, Head of Strategic Innovation (2018-2019). Ms. Shalett
served as a member of the board of directors of Brookfield Property Partners (Nasdaq: BPY) and its Audit Committee, from 2015-2018 and
PerformLine, a private venture capital-backed company from 2015-2019. Currently, she serves on the boards of directors of PennyMac (NYSE:
PFSI, 2020 to present), and on the Audit Committee and Nominating & Governance Committee, and AccuWeather (a private company, 2018
to present) and Chair of the Marketing Committee. She previously served on the board of directors of Bully Pulpit Interactive (a private,
private equity-backed company, 2017 to 2022). Ms. Shalett received a B.A., summa cum laude, in East Asian Studies from Harvard University
and an M.B.A. from Harvard Business School. Our board has determined that Ms. Shalett's extensive experience as a private and public
company director and audit committee member qualifies her to serve as a member of our board of directors.

 Number and Terms of Office of Officers and
Directors

 Our board of directors is
divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed
prior to our first annual meeting of stockholders) serving a two-year term. The term of office of the first class of directors, consisting
of Mark Tercek, Tensie Whelan and Therese Rein, will expire at our first annual meeting of stockholders. The term of office of the second
class of directors, consisting of Betsy Cohen, Andrew Hohns and Lisa Shalett, will expire at our second annual meeting of stockholders.

 Collectively, through their
positions described above, our officers and directors have extensive experience in public companies and in the Target Sectors. These individuals
play a key role in identifying and evaluating prospective acquisition candidates, selecting the target businesses, and structuring, negotiating
and consummating their acquisition.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange
Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class of our equity
securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers, directors,
and greater-than-ten-percent stockholders are required by the SEC's regulations to furnish the Company with copies of all Section
16(a) forms that they file.

 Based solely upon a review
of Forms 3 and Forms 4 furnished to the Company during the most recent fiscal year, and Forms 5 with respect to its most recent fiscal
year, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers,
directors, and security holders required to file the same during the fiscal year ended December 31, 2023.

 Board Committees

 Audit Committee

 Subject to phase-in rules
and a limited exception, the rules of NASDAQ and Section 10A of the Exchange Act require that the audit committee of a listed company
be comprised solely of independent directors. We have established an audit committee of the board of directors, which consists of Andrew
Hohns, Tensie Whelan and Lisa Shalett, all of whom meet the independent director standard under NASDAQ's listing standards and under
Rule 10A-3(b)(1) of the Exchange Act. Dr. Hohns serves as Chairman of our audit committee.

 The audit committee's
duties, which are specified in our Audit Committee Charter, include, but are not limited to:

 reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

 discussing with management and the independent registered public accounting firm significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

 discussing with management major risk assessment and risk management policies;

 monitoring the independence of the independent registered public accounting firm;

 verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

 reviewing and approving all related-party transactions;

 inquiring and discussing with management our compliance with applicable laws and regulations;

 pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

 appointing or replacing the independent registered public accounting firm;

 determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

 establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

 approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

 Financial Expert on Audit Committee

 The audit committee will at
all times be composed exclusively of directors who are "financially literate" as defined under NASDAQ's listing standards.
The NASDAQ listing standards define "financially literate" as being able to read and understand fundamental financial statements,
including a company's balance sheet, income statement and cash flow statement.

 In addition, we must certify
to the NASDAQ Global Market that the committee has, and will continue to have, at least one member who has past employment experience
in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results
in the individual's financial sophistication. We have determined that Dr. Hohns satisfies NASDAQ's definition of financial
sophistication and also qualifies as an "audit committee financial expert," as defined under rules and regulations of the
SEC.

 Compensation Committee

 We have established a compensation
committee of the board of directors, which consists of Andrew Hohns, Tensie Whelan and Lisa Shalett, each of whom meets the independent
director standard under NASDAQ's listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Dr. Hohns serves as Chairman
of our compensation committee.

 The compensation committee's
duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

 reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer's based on such evaluation;

 reviewing and approving the compensation of all of our other executive officers;

 reviewing our executive compensation policies and plans;

 implementing and administering our incentive compensation equity-based remuneration plans;

 assisting management in complying with our proxy statement and annual report disclosure requirements;

 approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

 producing a report on executive compensation to be included in our annual proxy statement;

 reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and

 monitoring compliance with the requirements under the Sarbanes-Oxley Act relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.

 The charter also provides
that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or
other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However,
before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee
will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

 Other Board Committees

 We do not have a standing
nominating committee. In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors may recommend
a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
As there is no standing nominating committee, we do not have a nominating committee charter in place.

 Code of Conduct and Ethics

 We have adopted a code of
conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws, a copy of
which is filed as an exhibit to this Annual Report. We will make a printed copy of our code of conduct and ethics available to any stockholder
who so requests. Requests for a printed copy may be directed to us as follows: FTAC Emerald Acquisition Corp., 2929 Arch Street, Suite
1703, Philadelphia, PA 19104 Attention: Secretary.

 Item 11.

 EXECUTIVE COMPENSATION.

 None of our officers or directors
have received any cash compensation from us for services rendered to us. Commencing on December 16, 2021 through the earlier of consummation
of our initial business combination and our liquidation, we will pay our sponsor or its designee a total of $30,000 per month for office
space, administrative and shared personnel support services. Our sponsor has allocated 20,000 founder shares to each independent director.
Our sponsor, officers and directors, or entities with which they are affiliated, will be reimbursed for any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or
any entity with which they are affiliated.

 After the consummation of
our initial business combination, directors or members of our management team who remain in one of those capacities may be paid director,
consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the
extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed
business combination. It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the
post-combination business to determine executive and director compensation.

 Any compensation to be paid
to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted
solely by independent directors or by a majority of the independent directors on our board of directors.

 We do not intend to take any
action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,
although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to
remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements may influence
our management's motivation in identifying or selecting a target business although we do not believe that the ability of our management
to remain with us after the consummation of an initial business combination will be a determining factor in our decision to proceed with
any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits
upon termination of employment.

 Compensation Committee Interlocks and Insider
Participation

 No member of the compensation
committee serves or served during the fiscal year ended December 31, 2023, as a member of the board of directors or compensation committee
of a company that has one or more executive officers serving as a member of our Board or compensation committee.

 Item 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth
information regarding the beneficial ownership of our common stock as of March 22, 2024, by:

 each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

 each of our named executive officers and directors that beneficially owns shares of our common stock; and

 all our executive officers and directors as a group.

 The table below represents
beneficial ownership of Class A common stock and is reported in accordance with the beneficial ownership rules of the SEC under which
a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect
to such security or has the right to acquire such ownership within 60 days. The table does not reflect record or beneficial ownership
of any outstanding warrants as no warrants are exercisable within 60 days.

 The beneficial ownership of
the Company's voting common stock is based on 14,349,106 shares of Class A common stock outstanding, except as otherwise indicated.

 Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially
owned by them.

 Class A
 Common Stock

 Name and Address of Beneficial Owners

 Number

 % of class

 Directors and Executive Officers: (1)

 Betsy Cohen (2)

 9,591,222

 66.8
 %

 –

 –

 Douglas Listman

 –

 –

 Mark Tercek

 –

 –

 Tensie Whelan (4)

 –

 –

 Therese Rein (4)

 –

 –

 Andrew Hohns (4)

 –

 –

 Lisa Shalett (4)

 –

 –

 All directors and executive officers as a group (eight individuals)

 9,591,222

 66.8
 %

 5% or Greater Beneficial Owners:

 CSS, LLC (5)

 1,313,349

 9.2
 %

 First Trust Capital Management L.P. (6)

 1,900,000

 13.2
 %

 Emerald ESG Sponsor, LLC (3)

 5,325,483

 37.1
 %

 Emerald ESG Advisors, LLC (3)

 4,265,739

 29.7
 %

 *

 Less than 1 percent.

 1.

 Unless otherwise noted, the business address of each of the following individuals is c/o FTAC Emerald Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia, PA 19104.

 2.

 Shares are held directly by Emerald ESG Sponsor, LLC (5,325,483 shares of Class A common stock) and Emerald ESG Advisors, LLC (4,265,739 shares of Class A common stock), each of which is managed by Betsy Cohen. Ms. Cohen disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein.

 3.

 Shares are held directly by Emerald ESG Sponsor, LLC and Emerald ESG Advisors, LLC, each of which is managed by Betsy Cohen. Certain of our officers and directors are members of our sponsor, but none has any voting or investment power over the shares held by our sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

 4.

 This individual is a member of our sponsor, but does not have voting or investment power over the shares held by our sponsor.

 5.

 Based on a Schedule 13G filed on February 10, 2023 on behalf of CSS, LLC. The business address of CSS, LLC is 175 W. Jackson Blvd., Suite 440, Chicago, IL 60604.

 6.

 Based on information contained in a Schedule 13G filed on February 14, 2024 by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP"). VARBX, a series of Investment Managers Series Trust II, is an investment company registered under the Investment Company Act. FTCM is an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act, specifically First Trust Multi-Strategy Fund and VARBX, and (ii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts"). As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Class A common stock of the issuer) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the issuer's Class A common stock held in the Client Accounts. FTCS and Sub GP may be deemed to control FTCM. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21 st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

 Item 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 Related Party Policy

 We have adopted a code of
conduct and ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved
by our board of directors (or the appropriate committee of the board) or as disclosed in our public filings with the SEC. Under our code
of conduct and ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness
or guarantee of indebtedness) involving the Company.

 In addition, our audit committee,
pursuant to the Audit Committee Charter, is responsible for reviewing and approving related party transactions to the extent that we enter
into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum
is present will be required in order to approve a related party transaction. Without a meeting, the unanimous written consent of all of
the members of the audit committee will be required to approve a related party transaction. We also require each of our directors and
officers to complete a directors' and officers' questionnaire that elicits information about related party transactions. These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict
of interest on the part of a director, employee or officer. Our audit committee reviews on a quarterly basis all payments that were made
to our sponsor, officers or directors, or our or their affiliates.

 Founder shares

 In June 2021, our sponsor
purchased 7,992,750 founder shares for an aggregate purchase price of $25,000. In October 2021, we effected a 1.1014-for-1.0 stock split
of our common stock. In November 2021, we effected a 0.9955-for-1.0 stock split of our common stock. In January 2022, as a result of the
underwriter exercising its overallotment option in part, our initial holders forfeited 148,192 founder shares. As a result, our initial
stockholders held 8,615,141 founder shares. The number of founder shares was determined based on the expectation that the founder shares
would represent 25% of the aggregate of our founder shares, the placement shares and our issued and outstanding public shares after the
initial public offering.

 Following the Prior Meeting,
our sponsor determined to convert all the outstanding shares of Class B common stock into shares of Class A common stock on
a one-for-one basis (the "Class B Conversion"). Notwithstanding the Class B Conversion, our sponsor, as well
as our officers and directors, will not be entitled to receive any funds held in the trust account with respect to any shares of Class A
common stock issued to such holders as a result of the Class B Conversion, and no additional amounts will be deposited into the trust
account in respect of shares of Class A common stock held by our sponsor.

 Our sponsor and our officers and directors have agreed not to transfer,
assign or sell any of their founder shares (except to permitted transferees) (i) with respect to 25% of such shares, until consummation
of our initial business combination, (ii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation
of our initial business combination or the first date at which the closing price of our Class A common stock exceeds $12.00 for any 20
trading days within a 30-trading day period following the consummation of a business combination, (iii) with respect to 25% of such shares,
until the earlier of the second anniversary of the consummation of our initial business combination or the first date at which the closing
price of our Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of
a business combination, and (iv) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of
our initial business combination or the first date at which the closing price of our Class A common stock exceeds $15.00 for any 20 trading
days within a 30-trading day period following the consummation of a business combination or earlier, in any case, if, following a business
combination, we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our stockholders having
the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, in connection
with an initial business combination, the initial holders may transfer, assign or sell their founder shares with our consent to any person
or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence.

 Private Placement

 Simultaneously with the initial public offering, our sponsor purchased an aggregate of 976,081 placement units at a price of $10.00 per
unit for an aggregate purchase price of $9,760,810. Each placement unit consists of one placement share and one-half of one placement
warrant to purchase one share of our Class A common stock exercisable at $11.50. The remaining proceeds from the placement units and the
proceeds from the initial public offering (totaling $165,653,149 as of December 31, 2023) following the partial exercise of the overallotment
option in January 2022) are held in the trust account. There will be no redemption rights or liquidating distributions from the trust
account with respect to the founder shares, placement shares or placement warrants, which will expire worthless if we do not complete
an initial business combination.

 The placement warrants are identical to the warrants included in the units sold in the initial public offering, except that if held by
the initial purchasers or their permitted transferees, (i) they (including our common stock issuable upon exercise of the placement warrants)
may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the consummation of
our initial business combination, and (ii) they are entitled to registration rights. There are no redemption rights or liquidating distributions
with respect to the founder shares, placement shares or placement warrants, which will expire worthless if we do not complete an initial
business combination.

 Promissory Note — Related Party

 Prior to the closing of the
initial public offering, our sponsor loaned us $105,260 for expenses related to our formation and the initial public offering. The loan
was non-interest bearing, unsecured and due on the earlier of March 31, 2022 or the closing of the initial public offering. As of December
31, 2022, the Company had no outstanding borrowings under the promissory note. The outstanding balance under the promissory note of $105,260
was repaid on December 27, 2021 and the promissory note was terminated and is no longer available to be drawn upon.

 Related Party Loans

 In order to finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If we consummate an initial business combination, we would
repay such loaned amounts out of the proceeds of the trust account released to the Company. If we do not consummate an initial business
combination, we may use a portion of any working capital held outside the trust account to repay such loaned amounts; however, no proceeds
from the trust account may be used for such repayment. If such funds are insufficient to repay the loan amounts, the unpaid amounts would
be forgiven. Up to $2,000,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at
the time of the business combination. The units would be identical to the placement units. Prior to the completion of the initial business
combination, the Company does not expect to seek loans from parties other than the sponsor or an affiliate of the sponsor as the Company
does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds
in the trust account. There were $2,025,000 of working capital loans outstanding as of December 31, 2023.

 On January 13, 2023, we issued
an unsecured promissory note to Emerald ESG Sponsor, LLC (as amended, the "WC Promissory Note"), pursuant to which we may
borrow up to an aggregate principal amount of $3,000,000. The WC Promissory Note is non-interest bearing and payable upon the consummation
of our initial business combination. No portion of the amounts outstanding under the WC Promissory Note may be converted into units at
a price of $10.00 per unit, which would have been permissible as described above and in the prospectus filed in connection with the
initial public offering. As of December 31, 2023, there was $2,025,000 outstanding under the WC Promissory Note.

 Registration Rights

 Pursuant to a registration
rights agreement entered into on December 15, 2021, the holders of the founder shares, placement units (including any securities contained
therein) and the units (including any securities contained therein) that may be issued upon conversion of working capital loans are entitled
to registration rights to require us to register a sale of any of our securities held by them (in the case of the founder shares, only
after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short
form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with
respect to registration statements filed by us and rights to require us to register for resale such securities pursuant to Rule 415 under
the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed under
the Securities Act to become effective until termination of the applicable lock-up period. We will bear the expenses incurred in connection
with the filing of any such registration statements.

 Administrative Services

 Commencing on December 16,
2021, we pay an amount equal to $30,000 per month to our sponsor or its designee for office space, administrative and shared personnel
support services provided to us. Upon completion of a business combination or its liquidation, the Company will cease paying these monthly
fees.

 Financial Advisory Fee

 The Company engaged Cohen
& Company Capital Markets, a division of J.V.B. Financial Group, LLC ("CCM"), to provide financial advisory services in
connection with the initial public offering. J.V.B. Financial Group, LLC is a broker dealer subsidiary of Cohen & Company Inc. (of
which our Chairman's son is also Chairman of the Board and a controlling stockholder). The Company paid CCM a fee in an amount equal
to 0.3% of the aggregate proceeds of the initial public offering (excluding the proceeds of the exercise of the overallotment option)
net of underwriter's expenses, upon the closing of the initial public offering. The Company also engaged CCM to act as an advisor
in connection with the business combination for which it will earn an advisory fee of 0.525% of the proceeds of the initial public offering
(excluding the proceeds of the exercise of the overallotment option) payable at closing of the business combination. CCM is also entitled
to an advisory fee equal to 0.825% of the aggregate proceeds of the exercise of the overallotment option, payable at the closing of the
business combination. The underwriter had agreed to reimburse us for the fee to CCM as it becomes payable out of the underwriting commissions.
Accordingly, a reimbursement receivable and deferred advisory fee of $1,155,000 had been reflected in the accompanying balance sheets.
On October 18, 2023, we entered into an agreement with the underwriter in which the underwriter waived any entitlement it may have to
the deferred underwriting discount in respect of any business combination. As a result, we reversed the reimbursement receivable and recognized
$1,155,000 of advisory fee expenses in the accompanying statements of operations. Affiliates of CCM have and manage investment vehicles
with a passive investment in our sponsor.

 Trust Account Indemnification

 Emerald ESG Sponsor, LLC has
agreed that, if the trust account is liquidated without the consummation of a business combination, it will indemnify us to the extent
any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which we
have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below $10.10 per public share,
except for any claims by any third party who executed a waiver of any and all rights to seek access to the trust account, regardless of
whether such waiver is enforceable, and except for claims arising from our obligation to indemnify the underwriter of the initial public
offering pursuant to the underwriting agreement. We have not independently verified whether Emerald ESG Sponsor, LLC has sufficient funds
to satisfy its indemnity obligations, we have not asked Emerald ESG Sponsor, LLC to reserve for such obligations and we believe that its
only assets are securities of our company. Therefore, we cannot assure you that Emerald ESG Sponsor, LLC will be able to satisfy those
obligations. We believe the likelihood of Emerald ESG Sponsor, LLC having to indemnify the trust account is limited because we endeavor
to have all third parties that provide products or services to us and prospective target businesses execute agreements with us waiving
any right, title, interest or claim of any kind in or to monies held in the trust account.

 Conflicts of Interest

 In general, officers and directors
of a Delaware corporation are required to present business opportunities to the corporation if:

 the corporation could financially undertake the opportunity;

 the opportunity is within the corporation's line of business; and

 it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

of incorporation provides, however, that the doctrine of corporate opportunity, or any other analogous doctrine, does not apply to us
or any of our officers or directors or in circumstances that would conflict with any current or future fiduciary duties or contractual
obligations.

 Accordingly, if any of our
officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which
he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present the opportunity to such entity prior
to presenting the opportunity to us or, if he or she is subject to a non-compete obligation that includes business opportunities, he or
she may be prohibited from referring such opportunity to us. Below is a table summarizing the companies to which our officers and directors
owe fiduciary obligations that could conflict with their fiduciary obligations to us, all of which may have to (i) be presented appropriate
potential target businesses by our officers or directors, and (ii) reject the opportunity to acquire such potential target business, before
the opportunity may be presented to us:

 Individual (1)

 Entity (2)

 Affiliation

 Betsy Cohen

 FTAC Hera Acquisition Corp.

 Chairman

 FTAC Athena Acquisition Corp.

 Chairman

 Arabesque USA

 Executive Chairman

 Newmarket Investment Management

 Board of Advisors

 Cultivo Land PBC

 Social Finance, Inc.

 Chairman

 Social Progress Imperative

 Individual (1)

 Entity (2)

 Affiliation

 Douglas Listman

 Cohen & Company Inc.

 Chief Accounting Officer

 J.V.B. Financial Group, LLC

 FinTech Acquisition Corp. V

 FinTech Acquisition Corp. VI

 FTAC Athena Acquisition Corp.

 FTAC Hera Acquisition Corp.

 Mark Tercek

 Cultivo Land PBC

 Williams College

 Board of Trustees

 Tensie Whelan

 Globescan

 Inherent Group

 Arabeque

 Odebrecht Global Advisory Council

 Andrew Hohns

 Newmarket Investment Management

 Chief Executive Officer

 Lisa Shalett

 PennyMac

 AccuWeather

 (1)

 Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his or her obligations and the presentation by each such individual of business opportunities.

 (2)

 Does not include blank check companies, which has not yet consummated an initial public offering.

 Accordingly, if any of the
above officers or directors become aware of a business combination opportunity which is suitable for any of the above entities to which
he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations
to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject
to his or her fiduciary duties. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will
materially affect our ability to complete our initial business combination, because, although many of the foregoing entities are involved
in the Target Sectors broadly defined, the specific industry focuses of a majority of these entities differ from our focus on ESG businesses
and the type or size of the transaction that such companies would most likely consider are of a size and nature substantially different
than what we are targeting.

 Each of our sponsor, officers
and directors may become involved with subsequent blank check companies similar to our company. As a result, our sponsor, officers or
directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other
blank check company with which they may become involved. In particular, our officers and directors and affiliates of our sponsor are currently
officers, directors or sponsors of other blank check companies, which are seeking to complete a business combination. Any such companies
may present additional conflicts of interest in pursuing an acquisition target.

 Director Independence

 NASDAQ rules require that
a majority of the board of directors of a company listed on NASDAQ must be composed of "independent directors," which is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship,
which, in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. We have determined that Tensie Whelan, Andrew Hohns, Therese Rein and Lisa Shalett
are independent directors under the NASDAQ rules and Rule 10A-3 of the Exchange Act.

 Item 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 The firm of WithumSmith+Brown,
PC, or Withum, acted as our independent registered public accounting firm during the years ended December 31, 2023 and 2022. The following
is a summary of fees paid or to be paid to Withum for services rendered.

 Audit Fees

 Audit fees consist of fees billed for professional services rendered
for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings.
The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, the initial public
offering and other required filings with the SEC for the years ended December 31, 2023 and 2022 totaled $89,960 and $88,595, respectively.

 Audit-Related Fees

 Audit-related services consist
of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements
and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation
and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related services during
the years ended December 31, 2023 and 2022.

 Tax Fees

 We paid Withum $10,504 and $7,800 for tax compliance, tax planning
and tax advice for the years ended December 31, 2023 and 2022, respectively.

 All Other Fees

 We did not pay Withum for
other services for the years ended December 31, 2023 and 2022.

 Audit Committee Pre-Approval Policies and Procedures

 Our audit committee was formed
upon the consummation of the initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services,
although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation
of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted
non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions
for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

 Item 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 (a)

 The following documents are filed as part of this Annual Report:

 (1)

 Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

 Financial Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 (2)

 Financial Statements Schedules:

 None.

 (3)

 Exhibits

 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*

 101.CAL*

 101.SCH*

 101.DEF*

 101.LAB*

 101.PRE*

 *

 Filed herewith

 (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)

 (3)

 Previously filed as an exhibit to our Annual Report on Form 10-K filed on March 22, 2022

 (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

 Item 16.

 FORM 10-K SUMMARY.

 Not applicable.

 SIGNATURES

 In accordance with the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

 Dated: March 25, 2024

 /s/ Bracebridge H. Young, Jr.

President and Chief Executive Officer

(Principal Executive Officer)

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/ Bracebridge H. Young, Jr.

 President and Chief Executive Officer

 (Principal Executive Officer)

 /s/ Douglas Listman

 Douglas Listman

 ( Principal Financial and Accounting Officer)

 /s/ Betsy Cohen

 Chairman of the Board of Directors

 Betsy Cohen

 /s/ Mark Tercek

 Vice Chairman

 Mark Tercek

 /s/ Tensie Whelan

 Tensie Whelan

 /s/ Therese Rein

 Therese Rein

 /s/ Andrew Hohns

 Andrew Hohns

 /s/ Lisa Shalett

 Lisa Shalett

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

 Financial Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 F-7 to F-21

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Stockholders and the Board of Directors of

 FTAC Emerald Acquisition Corp.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of FTAC Emerald Acquisition Corp. (the "Company") as of December 31, 2023 and 2022, the related statements of operations,
changes in stockholders' deficit and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the
years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company
is unable to raise additional funds to alleviate liquidity needs and complete a business combination by December 20, 2024, then the Company
will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent
dissolution raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis for Opinion

 These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness
of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.

 /s/ WithumSmith+Brown, PC

 We have served as the Company's auditor since 2021.

 New York, New York

 PCAOB ID Number 100

 F- 2

 BALANCE SHEETS

 2023

 2022

 Assets

 Current assets:

 Cash

 $
 29,844

 $
 72,753

 Prepaid expenses

 192,712

 185,213

 Prepaid income taxes

 83,503

 —

 Total current assets

 306,059

 257,966

 Reimbursement receivable

 —

 1,155,000

 Investments held in Trust Account

 165,653,149

 254,251,750

 TOTAL ASSETS

 $
 165,959,208

 $
 255,664,716

 Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit

 Current liabilities:

 Accounts payable and accrued expenses

 $
 114,659

 $
 111,063

 Due to related party

 286,451

 21,535

 Excise tax payable

 967,916

 —

 Income tax payable

 —

 359,410

 Promissory note - related party

 2,025,000

 —

 Total current liabilities

 3,394,026

 492,008

 Deferred underwriters' discount

 —

 8,704,270

 Deferred advisory fee

 1,155,000

 1,155,000

 Total liabilities

 4,549,026

 10,351,278

 Commitments and Contingencies

 Class A common stock subject to possible redemption, $ 0.0001 par value; 15,630,150 and 24,869,342 issued and outstanding shares at a redemption value of $10.60 and $ 10.21 per share as of December 31, 2023 and 2022, respectively

 165,721,882

 253,814,255

 Stockholders' Deficit

 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2023 and December 31, 2022

 —

 —

 Class A common stock, $ 0.0001 par value; 42,000,000 shares authorized; 9,591,222 and 976,081 shares issued and outstanding as of December 31, 2023 and 2022, respectively (net of 15,630,150 and 24,869,342 shares subject to possible redemption as of December 31, 2023 and 2022, respectively)

 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized; 0 and 8,615,141 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 —

 Additional paid-in capital

 6,984,216

 —

 Accumulated deficit

 ( 11,296,875
)

 ( 8,501,776
)

 Total stockholders' deficit

 ( 4,311,700
)

 ( 8,500,817
)

 Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit

 $
 165,959,208

 $
 255,664,716

 The accompanying notes are an integral part
of the financial statements.

 F- 3

 STATEMENTS OF OPERATIONS

 For the Year Ended

 2023

 2022

 General and administrative expenses

 $
 3,730,488

 $
 1,776,887

 Loss from operations

 ( 3,730,488
)

 ( 1,776,887
)

 Other income:

 Interest income earned on investments held in trust account

 11,207,609

 3,619,061

 Non-redemption agreement expense

 ( 708,400
)

 —

 Income before provision for income taxes

 6,768,721

 1,842,174

 Provision for income taxes

 ( 2,325,087
)

 ( 726,410
)

 Net income

 $
 4,443,634

 $
 1,115,764

 Basic and diluted weighted average shares outstanding, Class A common stock

 25,873,722

 25,732,064

 Basic and diluted net income per common stock, Class A common stock

 $
 0.14

 $
 0.03

 Basic and diluted weighted average shares outstanding, Class B common stock

 6,184,019

 8,577,355

 Basic and diluted net income per common stock, Class B common stock

 $
 0.14

 $
 0.03

 The accompanying notes are an integral part
of the financial statements.

 F- 4

 STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Class A

 Class B

 Additional

 Total

 Common Stock

 Common Stock

 Paid-in

 Accumulated

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance as of December 31, 2021

 890,000

 8,763,333

 —

 ( 5,979,383
)

 ( 5,978,418
)

 Forfeiture of Founder Shares

 —

 —

 ( 148,192
)

 ( 15
)

 —

 —

 Sale of private placement units in over-allotment

 86,081

 —

 —

 860,801

 —

 860,810

 Sale of Public Units in over-allotment, net of offering costs

 —

 —

 —

 —

 454,360

 —

 454,360

 Accretion of common stock subject to possible redemption

 —

 —

 —

 —

 ( 1,315,176
)

 ( 3,638,157
)

 ( 4,953,333
)

 Net income

 —

 —

 —

 —

 —

 1,115,764

 1,115,764

 Balance as of December 31, 2022

 976,081

 8,615,141

 —

 ( 8,501,776
)

 ( 8,500,817
)

 Excise tax on stock redemption

 —

 —

 —

 —

 —

 ( 967,916
)

 ( 967,916
)

 Conversion of Class B common stock to Class A common stock

 8,615,141

 ( 8,615,141
)

 ( 861
)

 —

 —

 —

 Contribution for non-redemption agreements

 —

 —

 —

 —

 —

 708,400

 708,400

 Accretion of common stock subject to possible redemption

 —

 —

 —

 —

 ( 1,720,054
)

 ( 6,979,217
)

 ( 8,699,271
)

 Waiver of Deferred Underwriter's Fee

 —

 —

 —

 —

 8,704,270

 —

 8,704,270

 Net income

 —

 —

 —

 —

 —

 4,443,634

 4,443,634

 Balance as of December 31, 2023

 9,591,222

 $

 —

 $
 —

 $
 6,984,216

 $
 ( 11,296,875
)

 $
 ( 4,311,700
)

 The accompanying notes are an integral part
of the financial statements.

 F- 5

 STATEMENTS OF CASH FLOWS

 For the Year Ended

 2023

 2022

 Cash Flows from Operating Activities:

 Net income

 $
 4,443,634

 $
 1,115,764

 Adjustments to reconcile net income to net cash used in operating activities:

 Non-redemption agreement expense

 708,400

 —

 Interest earned on investments held in Trust Account

 ( 11,207,609
)

 ( 3,619,061
)

 Non-redemption agreement expense

 —

 —

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 7,499
)

 401,507

 Prepaid income taxes

 ( 83,503
)

 —

 Reimbursement receivable

 1,155,000

 —

 Accounts payable and accrued expenses

 290,047

 33,932

 Due to related party

 ( 21,535
)

 5,084

 Income tax payable

 ( 359,410
)

 359,410

 Net cash used in operating activities

 ( 5,082,475
)

 ( 1,703,364
)

 Cash Flows from Investing Activities:

 Principal deposited in Trust Account

 —

 ( 28,980,354
)

 Cash withdrawn from Trust Account for tax purposes

 3,014,566

 548,195

 Cash withdrawn from Trust Account in connection with redemption

 96,791,644

 —

 Net cash provided by (used in) investing activities

 99,806,210

 ( 28,432,159
)

 Cash Flows from Financing Activities:

 Proceeds from sale of public units and private placement units in over-allotment

 —

 28,980,362

 Proceeds from promissory note – related party

 2,025,000

 —

 Redemption of common stock

 ( 96,791,644
)

 —

 Net cash (used in) provided by financing activities

 ( 94,766,644
)

 28,980,362

 Net Change in Cash

 ( 42,909
)

 ( 1,155,161
)

 Cash – Beginning of period

 72,753

 1,227,914

 Cash – End of period

 $
 29,844

 $
 72,753

 Supplemental disclosure of noncash investing and financing activities:

 Excise tax on stock redemption

 $
 967,916

 $
 —

 Deferred underwriting payable charged to additional paid-in capital

 $
 8,704,270

 $
 1,004,270

 Supplemental information:

 Cash paid for income taxes

 $
 2,768,000

 $
 —

 The accompanying notes are an integral part
of the financial statements.

 F- 6

 NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS

 FTAC Emerald Acquisition Corp. (the "Company")
is a blank check company incorporated in Delaware on February 19, 2021, for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination").
The Company may pursue an initial Business Combination target in any business or industry.

 As of December 31, 2023, the Company had not
commenced any operations. All activity for the period from February 19, 2021 (inception) through December 31, 2023 relates to the Company's
formation, the Public Offering (the "Public Offering" or "IPO"), and efforts in identifying a target to consummate
an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business
Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from
the Public Offering placed in the Trust Account.

 The Company's Sponsors are Emerald ESG
Sponsor, LLC, a Delaware limited liability company, and Emerald ESG Advisors, LLC, a Delaware limited liability company (collectively,
the "Sponsor").

 The registration statement for the Company's
Public Offering was declared effective on December 15, 2021 (the "Effective Date"). On December 20, 2021, the Company consummated
its Public Offering of 22,000,000 units (the "Units" and, with respect to the Class A common stock included in the Units
being offered, the "public shares") at $ 10.00 per Unit, which is discussed in Note 3, and the sale of 890,000 placement units
(the "Private Placement Units") at a price of $ 10.00 per Private Placement Unit in a private placement to the Sponsor, which
is discussed in Note 4 ("Private Placement").

 The underwriter of the Company's IPO subsequently
provided notice of its election to partially exercise its 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 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 Unit to the Sponsor, generating gross proceeds
of $ 860,810.

 Transaction costs related to the IPO and over-allotment
amounted to $ 14,181,568, consisting of $ 4,973,868 of underwriting commissions, $ 8,704,270 in deferred underwriting fees, and $ 503,430
of other offering costs.

 The Company must complete one or more Business
Combinations having an aggregate fair market value of at least 80 % of the value of the assets held in the Trust Account (as defined below)
(excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company's
signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete an initial
Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended (the "Investment Company Act"). There is no assurance that the Company
will be able to successfully effect a Business Combination.

 Following the closing of the Public Offering,
the partial exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $ 251,180,354 ($ 10.10 per Unit)
was placed in a Trust Account ("Trust Account"). The proceeds are invested only in U.S. government securities with a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest
only in direct U.S. government treasury obligations. Except for any interest income released to the Company to pay franchise and income
taxes and up to $ 100,000 of interest to pay dissolution expenses, none of the funds held in trust will be released from the Trust Account
until the earlier of (i) the consummation of the initial Business Combination; (ii) the redemption of the public shares if the Company
is unable to consummate a Business Combination by December 20, 2024 (the "Completion Window"); or (iii) the redemption of
any public shares properly tendered in connection with a stockholder vote to approve an amendment to the Company's amended and
restated certificate of incorporation (A) to modify the substance or timing of the Company's obligation to provide for the redemption
of the public shares in connection with an initial Business Combination or to redeem 100 % of the public shares if the Company has not
consummated the initial Business Combination within the Completion Window, or (B) with respect to any other provision relating to stockholders'
rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of
the Company's creditors, if any, which could have priority over the claims of the public stockholders.

 F- 7

 On September 19, 2023, the Company held a special
meeting of its stockholders (the "Meeting") at which the Company's stockholders approved (A) an amendment (the "Charter
Amendment") to the Company's Second Amended and Restated Certificate of Incorporation to extend the date by which the Company
has to consummate its initial business combination from September 20, 2023 to January 19, 2024 (or such earlier date as determined by
the Company's Board of Directors); and (B) an amendment (the "Trust Amendment") to the Company's Investment Management
Trust Agreement dated December 15, 2021, with Continental Stock Transfer & Trust Company, as trustee (the "Trust Agreement"),
to allow the trustee to liquidate the Trust Account established in connection with the IPO at such time as may be determined by the Company
as set forth in the Charter Amendment. In connection with the Meeting the holders of 9,239,192 shares of redeemable Class A common stock
exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.4762 per share, for an aggregate redemption
amount of approximately $ 96,791,644. Following the redemptions, 15,630,150 shares of redeemable Class A common stock remained outstanding.

 On January 19, 2024, the Company held a special
meeting of its stockholders (the "January Meeting") at which the Company's stockholders approved (A) an amendment (the
"January Charter Amendment") to the Company's Second Amended and Restated Certificate of Incorporation to extend the
date by which the Company has to consummate its initial business combination from January 19, 2024 to December 20, 2024 (or such earlier
date as determined by the Company's Board of Directors); and (B) an amendment (the "January Trust Amendment") to the
Trust Agreement to allow the trustee to liquidate the Trust Account established in connection with the IPO at such time as may be determined
by the Company as set forth in the January Charter Amendment. In connection with the January Meeting the holders of 10,872,266 shares
of redeemable Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.6224
per share, for an aggregate redemption amount of approximately $ 115,489,643. Following the redemptions, 4,757,884 shares of redeemable
Class A common stock remain outstanding.

 Liquidity and Capital Resources

 As of December 31, 2023, the Company had $ 29,844
in cash and a working capital deficit of $ 3,087,967. Prior to the completion of the Company's IPO, the Company's liquidity
needs had been satisfied through a capital contribution from the Sponsor of $ 25,000 and a loan to the Company of up to $ 300,000 by the
Company's Sponsor under an unsecured promissory note. The outstanding balance under the promissory note of $ 105,260 was repaid
on December 27, 2021, and the promissory note was terminated.

 In order to finance transaction costs in connection
with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's officers
and directors may, but are not obligated to, loan the Company funds as may be required (the "Working Capital Loans"). If
the Company completes the initial Business Combination, the Company expects to repay such loaned amounts out of the proceeds of the Trust
Account released to it. In the event that the initial Business Combination does not close, the Company may use a portion of the working
capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such
loaned amounts. At December 31, 2023 and 2022, $ 2,025,000 and $ 0 of Working Capital Loans were outstanding, respectively.

 Going Concern

 In connection with the Company's assessment
of going concern considerations in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Update
("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,"
the Company has until December 20, 2024 to consummate a Business Combination. It is uncertain whether the Company will be able to consummate
a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation
and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a
Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue
as a going concern. Management intends to consummate a Business Combination prior to December 20, 2024. No adjustments have been made
to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 20, 2024.

 F- 8

 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of Presentation

 The accompanying financial statements are presented
in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the
rules and regulations of the SEC.

 Emerging Growth Company

 The Company is an "emerging growth company,"
as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart
Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply
with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected
not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.

 Use of Estimates

 The preparation of the financial statements in
conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during
the reporting periods.

 Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 Cash and Cash Equivalents

 As of December 31, 2023 and 2022, the Company
had $ 29,844 and $ 72,753 in cash, respectively. The Company considers all short-term investments with an original maturity of three months
or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022.

 F- 9

 Investments Held in Trust Account

 As of December 31, 2023 and 2022, the Company had
$ 165,653,149 and $ 254,251,750 in investments held in the Trust Account which was invested in BLF Treasury Trust Fund. Net proceeds of
the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only
be invested in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act
having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act which invest only in direct U.S. government treasury obligations. The Company's investments held in the Trust Account
are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting
period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments
held in trust account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account
are determined using available market information.

 Net Income Per Common Stock

 The Company has two classes of shares, which
are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of
shares. The Company has not considered the effect of the warrants sold in the Public Offering and the Private Placement to purchase an
aggregate of 12,922,712 shares of its Class A common stock in the calculation of diluted net income per share, since their exercise is
contingent upon future events. As a result, diluted net income per share of common stock is the same as basic net income per share of
common stock. The redemption feature for the common shares equals fair value, and therefore does not create a different class of shares
or require an adjustment to the earnings per share calculation. The redemption at fair value does not represent an economic benefit to
the holders that is different from what is received by other stockholders, because the shares could be sold on the open market. Accretion
associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates
the fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income
per share for each class of common stock:

 For the Year Ended December 31,

 2023

 2022

 Class A

 Class B

 Class A

 Class B

 Basic and diluted net income per share of common stock:

 Numerator:

 Allocation of net income

 $
 3,586,446

 $
 857,188

 $
 836,823

 $
 278,941

 Denominator:

 Weighted-average shares outstanding

 25,873,722

 6,184,019

 25,732,064

 8,577,355

 Basic and diluted net income per share of common stock

 $
 0.14

 $
 0.14

 $
 0.03

 $
 0.03

 Class A Common Stock Subject to Possible
Redemption

 The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480, "Distinguishing
Liabilities from Equity." Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured
at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are within the control
of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company's control)
is classified as temporary equity. At all other times, common stock is classified as stockholders' deficit. The Company's
Class A common stock sold in the IPO and over-allotment features certain redemption rights that are considered to be outside of the Company's
control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 15,630,150 and 24,869,342
shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders'
deficit section of the Company's balance sheets, respectively.

 Fair Value of Financial Instruments

 The fair value of the Company's assets
and liabilities which qualify as financial instruments under FASB ASC 820, "Fair Value Measurements and Disclosures," approximates
the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

 F- 10

 Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). The Company's financial instruments are classified as either Level
1, Level 2 or Level 3. These tiers include:

 Level 1,
defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 Level 2,
defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 Level 3,
defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 Warrant Classification

 The Company accounts for the warrants issued
in connection with the Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40 under which
the warrants meet the criteria for equity treatment and are recorded as equity.

 Income Taxes

 The Company accounts for income taxes under ASC
740, "Income Taxes." ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax
benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022,
the Company's deferred tax asset had a full valuation allowance recorded against it. The Company's effective tax rate was
 34.35 % and 39.43 % for the years ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax
rate of 21 % for the years ended December 31, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets.

 ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

 The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest
and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position.

 The Company has identified the United States
as its only "major" tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and
compliance with federal and state tax laws. The Company's management does not expect that the total amount of unrecognized tax
benefits will materially change over the next twelve months.

 F- 11

 Concentration of Credit Risk

 Financial instruments that potentially subject
the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal
Deposit Insurance Corporation coverage limit of $ 250,000. Any loss incurred or a lack of access to such funds could have a significant
adverse impact on the Company's financial condition.

 Recent Accounting Standards

 In August 2020, the FASB issued ASU No. 2020-06,
"Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's
Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" ("ASU
2020-06"), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception,
and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning
after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing
the impact, if any, that ASU 2020-06 would have on the Company's financial position, results of operations or cash flows.

 Management does not believe that any other recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial
statements.

 Risks and Uncertainties

 In February 2022, the Russian Federation and
Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States,
have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions
on the world economy is not determinable as of the date of these financial statements and the specific impact on the Company's
financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

 On August 16, 2022, the Inflation Reduction Act
of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 % excise
tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly
traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself,
not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1 % of the fair market value of the
shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are
permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same
taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury")
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

 Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether
and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business
Combination, extension vote or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any "PIPE"
or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination
but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.
In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company's ability to complete a Business Combination.

 F- 12

 On September 19, 2023, in connection with the
approval of the Charter Amendment at the Meeting, the Company's stockholders exercised their right to redeem 9,239,192 shares for
a total of $ 96,791,644. The Company evaluated the classification and accounting of the stock redemption under ASC 450, "Contingencies".
ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an
asset, or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting
period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination
as of December 31, 2023, and concluded that it is probable that a contingent liability should be recorded. As of December 31, 2023, the
Company recorded $ 967,916 of excise tax liability calculated as 1 % of shares redeemed on September 19, 2023.

 NOTE 3. INITIAL PUBLIC OFFERING

 On December 20, 2021, the Company consummated
its IPO of 22,000,000 Units at a purchase price of $ 10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half
of one redeemable warrant (the "Public Warrants"). On January 11, 2022, the underwriter partially exercised its over-allotment
option, resulting in the sale on January 14, 2022 of an additional 2,869,342 Units.

 All of the shares of Class A common stock sold
as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with
the Company's liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection
with certain amendments to the Company's certificate of incorporation. In accordance with the guidance in ASC Topic 480, "Distinguishing
Liabilities from Equity," and with the SEC and its staff's guidance on redeemable equity instruments, which has been codified
in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be
classified outside of permanent equity.

 As of December 31, 2023 and 2022, the common stock subject to redemption
reflected on the balance sheets is reconciled in the following table:

 Gross proceeds, including over-allotment

 $
 248,693,420

 Less:

 Proceeds allocated to Public Warrants

 ( 8,264,360
)

 Class A common stock issuance costs

 ( 13,734,146
)

 Plus:

 Accretion of carrying value to redemption value

 27,119,341

 Class A common stock subject to possible redemption, December 31, 2022

 253,814,255

 Less:

 Redemption of shares

 ( 96,791,644
)

 Plus:

 Accretion of carrying value to redemption value

 8,699,271

 Class A common stock subject to possible redemption, December 31, 2023

 $
 165,721,882

 NOTE 4. PRIVATE PLACEMENT

 Simultaneously with the closing of the Public
Offering, the Sponsor purchased an aggregate of 890,000 Private Placement Units for a purchase price of $ 8,900,000, or $ 10.00 per unit,
in a private placement. Additionally, concurrently with the partial exercise of the over-allotment option by the underwriter, the Company
issued to the Sponsor 86,081 Private Placement Units at a price of $ 10.00 per Private Placement Unit for total proceeds of $ 860,810.
Each Private Placement Unit consists of one share of Class A common stock and one-half of one Warrant, with each whole warrant entitling
the holder thereof to purchase one share of Class A common stock for $ 11.50, subject to adjustment.

 The Private Placement Warrants are identical
to the warrants sold in the Public Offering, except that if held by the Sponsor or its permitted transferees, they (including the common
stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the
holders until 30 days after the consummation of the initial Business Combination. There will be no redemption rights or liquidating distributions
with respect to the Founder Shares (defined below), placement shares or warrants, which will expire worthless if the Company does not
complete an initial Business Combination.

 F- 13

 NOTE 5. RELATED PARTY TRANSACTIONS

 Founder Shares

 On June 2, 2021, the Sponsor purchased 7,992,750
shares of Class B common stock for an aggregate purchase price of $ 25,000, and on October 14, 2021, the Company effected a 1.1014-for-1.0
stock split, so that the Sponsor owned an aggregate of 8,803,333 shares of Class B common stock (the "Founder Shares"). On
November 12, 2021, the Company effected a 0.9955-for-1.0 stock split, so that the Sponsor owned an aggregate of 8,763,333 Founder Shares.
All shares and related amounts have been retroactively adjusted to reflect the split (see Note 7). The number of Founder Shares outstanding
was determined based on the expectation that the total size of the Public Offering would be a maximum of 25,300,000 Units if the underwriter's
over-allotment option was exercised in full, and therefore that such Founder Shares would represent 25 % of the outstanding shares after
the Public Offering. In connection with the partial exercise of the underwriter's over-allotment option, 148,192 shares of Class
B common stock were forfeited. On September 19, 2023, the Company held the Meeting where the Company's stockholders approved an
amendment to extend the date by which the Company has to consummate its initial business combination from September 20, 2023 to January
19, 2024. Following the Meeting, the Sponsor, as the holder of 100 % of the Founder Shares, determined to convert all of the outstanding
Founder Shares into shares of Class A common stock, on a one-for-one basis.

 The Sponsor has agreed not to transfer, assign
or sell any of its Founder Shares (i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii)
with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination
or the first date at which the closing price of the Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day
period following the consummation of the initial Business Combination, (iii) with respect to 25% of such shares, until the earlier of
the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class
A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business
Combination, and (iv) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial
Business Combination or the first date at which the closing price of the Class A common stock exceeds $15.00 for any 20 trading days
within a 30-trading day period following the consummation of the initial Business Combination. Notwithstanding the foregoing, the transfer
restrictions set forth in the immediately preceding sentence shall terminate upon the date following the initial Business Combination
on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the
stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees
would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding
the foregoing, in connection with an initial Business Combination, the initial holders may transfer, assign or sell their Founder Shares
with the Company's consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth above.

 Promissory Note — Related
Party

 Emerald ESG Sponsor, LLC agreed to loan the Company
up to $ 300,000 to be used for a portion of the expenses of the Public Offering. These loans were non-interest bearing, unsecured and
were due at the earlier of June 30, 2022 or the closing of the Public Offering. The outstanding balance under the promissory note of
$ 105,260 was repaid on December 27, 2021, and the promissory note was terminated and is no longer available to be drawn upon. As of December
31, 2023 and 2022, there were no amounts outstanding under the promissory note.

 On January 13, 2023, the Sponsor agreed to loan
the Company up to $ 1,500,000 (the "Promissory Note"). The note is non-interest bearing and all outstanding amounts under
the Promissory Note will be due on the date on which the Company consummates a Business Combination. If the Company does not consummate
a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however,
no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid
amounts would be forgiven. No portion of the amounts outstanding under the Promissory Note may be converted into units at a price of
$ 10.00 per unit, which would have been permissible as described in the prospectus filed in connection with the IPO. On October 16, 2023,
the Company and the Lender amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $ 1,500,000
to $ 3,000,000. All other material terms of the Promissory Note remain in full force and effect. As of December 31, 2023 and 2022, there
was $ 2,025,000 and $0 outstanding under the Promissory Note, respectively.

 F- 14

 Related Party Loans

 In order to finance transaction costs in connection
with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's officers
and directors may, but are not obligated to, loan the Company funds as may be required (the "Working Capital Loans"). If
the Company completes the initial Business Combination, the Company expects to repay such loaned amounts out of the proceeds of the Trust
Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of
the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used
to repay such loaned amounts. On January 13, 2023, the Sponsor agreed to loan the Company up to an aggregate principal amount of $ 3,000,000
pursuant to the Promissory Note (as amended on October 16, 2023) described above. At December 31, 2023 and 2022, $ 2,025,000 and $ 0 of
such Working Capital Loans were outstanding, respectively.

 Administrative Services Agreement

 The Company has entered into an administrative services agreement as
of the effective date of the registration statement for the Public Offering pursuant to which the Company will pay the Sponsor or its
designee a total of $ 30,000 per month for office space, administrative and shared personnel support services. Upon completion of the Company's
initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2023,
the Company incurred $ 360,000 for the administrative support services. For the year ended December 31, 2022, the Company incurred
and paid $ 360,000 for the administrative support services. As of December 31, 2023 and 2022, $ 286,451 and $ 16,451 of administrative
support services was included in Due to related party in the accompanying balance sheets, respectively.

 NOTE 6. COMMITMENTS AND CONTINGENCIES

 Registration Rights

 Pursuant to a registration rights agreement entered
into on December 15, 2021, the holders of the Founder Shares, Private Placement Units and units that may be issued upon conversion of
Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Units and units that may be issued
upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the
Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business
Combination for resale (in the case of the Founder Shares, only after conversion to the Class A common stock). The holders of these securities
are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders
have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion
of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions
resulting from delays in registering the securities. The Company will bear the expenses incurred in connection with the filing of any
such registration statements.

 Warrant Amendments

 The warrant agreement provides that the terms
of the warrants may be amended without the consent of any stockholder or warrant holder to cure any ambiguity or correct any defective
provision or to make any amendments that are necessary in the good faith determination of the board of directors of the Company (taking
into account then existing market precedents) to allow for the warrants to continue to be classified as equity in the Company's
financial statements, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the
public warrants (i) in a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public warrants
approve of such amendment or (ii) to the extent necessary for the warrants in the good faith determination of the board of directors
of the Company (taking into account then existing market precedents) to allow for the warrants to continue to be classified as equity
in the Company's financial statements without the consent of any stockholder or warrant holder. Although the Company's ability
to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples
of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into
cash or shares, shorten the exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant.

 F- 15

 Underwriting Agreement

 The underwriter earned a cash underwriting discount
of two percent ( 2 %) of the gross proceeds of the Public Offering and exercise of the over-allotment, or $ 4,973,868. Additionally, the
underwriter was initially entitled to a deferred underwriting discount of 3.5 % of the gross proceeds, or $ 8,704,270, of the Public Offering
and exercise of the over-allotment upon the completion of the Company's initial Business Combination. On October 18, 2023, the
Company entered into an agreement with the underwriter in which the underwriter waived any entitlement it may have to the deferred underwriting
discount in respect of any Business Combination. As a result, the Company recorded $ 8,704,270 to additional paid-in capital in relation
to the waiver of the deferred underwriter fee in the accompanying balance sheets.

 Financial Advisory Fee

 The Company engaged Cohen & Company Capital
Markets, a related party and a division of J.V.B. Financial Group, LLC ("CCM"), to provide financial advisory services in
connection with the Public Offering. The Company paid CCM a fee in an amount equal to 0.3 % of the aggregate proceeds of the Public Offering
(excluding the proceeds of the exercise of the over-allotment option) net of underwriter's expenses, which was paid to CCM upon
the closing of the Public Offering.

 The Company also intends to engage CCM as an
advisor in connection with the Business Combination for which it will earn an advisory fee of 0.525 % of the proceeds of the Public Offering
(excluding the proceeds of the exercise of the over-allotment option) payable at closing of the Business Combination.

 CCM will also be entitled to an advisory fee
equal to 0.825 % of the aggregate proceeds of the exercise of the over-allotment option, payable at the closing of the Business Combination.
The underwriter had agreed to reimburse the Company for the fee to CCM as it becomes payable out of the underwriting commission. Accordingly,
a reimbursement receivable and deferred advisory fee of $ 1,155,000 had been recorded. On October 18, 2023, the Company entered into an
agreement with the underwriter in which the underwriter waived any entitlement it may have to the deferred underwriting discount in respect
of any Business Combination. As a result, the Company reversed the reimbursement receivable and recognized $ 1,155,000 of advisory fee
expenses in the accompanying statements of operations.

 Non-redemption Agreements

 Between September 7 and 15, 2023, the Company
entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem public
shares in connection with the Meeting that was held on September 19, 2023. In exchange for the foregoing commitments not to redeem public
shares, the Company has agreed to issue or cause to be issued an aggregate of 1,610,000 Class A Shares at the time of the Company's
initial business combination ("Investor Shares"). In addition, the Company has agreed that it will not utilize any funds
from the Trust Account to pay any potential excise taxes that may become due pursuant to the IR Act upon a redemption of public shares,
including in connection with the Charter Amendment, an initial business combination or liquidation of the Company. The Company evaluated
the classification and accounting of the issuance of the Class A shares under ASC 815-40, "Derivatives and Hedging – Contracts
in Entity's Own Equity". The Company concluded that the monetary value of the obligation is a known and fixed amount at inception
as the monetary value of the obligation will be defined and provided to each investor with the final number of Investor Shares stated
in the non-redemption agreements. Therefore, the settlement terms of the non-redemption agreement (i.e., number of shares held by the
Holder) is considered an input into a fixed-for-fixed contract and the shares issued will be recorded in equity. The Company estimated
the aggregate fair value of the 1,610,000 Investor Shares attributable to the non-redeeming shareholders to be $ 708,400 or $ 0.44 per
share. The fair value of the Investor Shares was recorded as an expense with a corresponding credit to additional paid-in capital.

 F- 16

 NOTE 7. STOCKHOLDERS' DEFICIT

 Preferred Stock

 The Company is authorized to issue 1,000,000
shares of preferred stock with a par value of $ 0.0001 per share. At December 31, 2023 and 2022, there were no shares of preferred stock
issued or outstanding.

 Class A Common Stock

 The Company is authorized to issue 42,000,000
shares of Class A common stock with a par value of $ 0.0001 per share. Holders of Class A common stock are entitled to one vote for each
share. Following the Meeting on September 19, 2023, the Sponsor determined to convert all the outstanding shares of Class B common stock
into shares of Class A common stock on a one-for-one basis (the "Class B Conversion"). Notwithstanding the Class B Conversion,
the Sponsor, as well as the Company's officers and directors, will not be entitled to receive any funds held in the Trust Account
with respect to any shares of Class A common stock issued to such holders as a result of the Class B Conversion, and no additional amounts
will be deposited into the Trust Account in respect of shares of Class A common stock held by the Sponsor. As of December 31, 2023 and
2022, there were 25,221,372 and 25,845,423 shares of Class A common stock issued and outstanding, respectively, of which 15,630,150 shares
and 24,869,342 shares are subject to possible redemption, respectively, and thus classified as temporary equity.

 Class B Common Stock

 The Company is authorized to issue 10,000,000
shares of Class B common stock with a par value of $ 0.0001 per share. Holders of the Class B common stock are entitled to one vote for
each share. Holders of Class B common stock will vote on the election of directors prior to the consummation of a Business Combination.
Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote
of stockholders except as required by law. Following the Meeting on September 19, 2023, the Sponsor determined to convert all of the
outstanding shares of Class B common stock to shares of Class A common stock on a one-for-one basis. As of December 31, 2023 and 2022,
there were no shares and 8,615,141 shares of Class B common stock issued and outstanding, respectively, of which 1,133,333 shares were
subject to forfeiture as of December 31, 2021 to the extent that the underwriter's over-allotment option was not exercised in full
so that the Founder Shares will represent, on an as-converted basis, 25 % of the Company's issued and outstanding shares after the
Public Offering. The underwriter subsequently provided notice of its election to partially exercise its over-allotment option, and the
closing of the sale of the additional Units occurred on January 14, 2022. As a result of the underwriter exercising its over-allotment
option in part, the Company's initial holders forfeited 148,192 Founder Shares.

 Warrants

 As of both December 31, 2023 and 2022, there
were 12,434,671 Public Warrants and 488,041 Private Placement Warrants issued and outstanding. Each whole warrant entitles the holder
to purchase one share of the Company's Class A common stock at a price of $ 11.50 per share, subject to adjustment as described
herein, at any time commencing 30 days after the completion of the initial Business Combination. In addition, if (x) the Company issues
additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of
the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective
issue price to be determined in good faith by the Company and in the case of any such issuance to the Sponsor or its affiliates, without
taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the
"Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business
Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock during the
20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such
price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

 F- 17

 The warrants will expire at 5:00 p.m., New York
City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon
redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed
in the Trust Account.

 The Company will not be obligated to deliver
any shares of Class A common stock pursuant to the exercise for cash of a warrant and will have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants
is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with
respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock
upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to
be exempt from the registration or qualification requirements of the securities laws of the state of residence of the registered holder
of the warrants. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon
exercise of the Public Warrants has not been declared effective by the end of 60 business days following the closing of the initial Business
Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company
shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided
by Section 3(a)(9) of the Securities Act.

 The Company has agreed that as soon as practicable,
but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its best efforts
to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the
warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed,
as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise
of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may,
until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an
effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities
Act or another exemption. In addition to the above, if the Class A common stock is at the time of any exercise of a warrant not listed
on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of
the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a "cashless
basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required
to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder
would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the
"fair market value" (defined below) less the exercise price of the warrants by (y) the fair market value. The "fair
market value" as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading
days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

 F- 18

 Redemption of warrants

 Once the warrants become exercisable, the Company
may redeem the outstanding warrants:

 in
whole and not in part;

 at
a price of $ 0.01 per warrant;

 upon
not less than 30 days' prior written notice of redemption, or the 30 -day redemption period, to each warrant holder; and

 if, and only if, the last sale price of the Class A
common stock (or the closing bid price of the Class A common stock in the event the shares of Class A common stock are not
traded on any specific trading day) equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations
and the like) for any 20 trading days within a 30 trading day period ending on the third trading day before the Company sends the notice
of redemption to the warrant holders.

 NOTE 8. FAIR VALUE MEASUREMENTS

 The following table presents information about
the Company's assets that are measured at fair value on December 31, 2023 and 2022, and indicates the fair value hierarchy of the
valuation inputs the Company utilized to determine such fair value:

 2023

 Quoted
 Prices In
 Active
 Markets
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

 Asset:

 Investments held in Trust Account

 $
 165,653,149

 $
 165,653,149

 $
 —

 $
 —

 2022

 Quoted
 Prices In
 Active
 Markets
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

 Asset:

 Investments held in Trust Account

 $
 254,251,750

 $
 254,251,750

 $
 —

 $
 —

 There were no transfers between Levels 1, 2 and
3 during the years ended December 31, 2023 and 2022.

 F- 19

 NOTE 9. INCOME TAXES

 The Company's net deferred tax assets are
as follows:

 2023

 2022

 Deferred tax asset

 Organizational costs/Start-up costs

 $
 1,253,839

 $
 350,184

 Federal net operating loss

 —

 —

 Total deferred tax asset

 1,253,839

 350,184

 Valuation allowance

 ( 1,253,839
)

 ( 350,184
)

 Deferred tax asset, net of allowance

 $
 —

 $
 —

 The income tax provision for the years ended
December 31, 2023 and 2022 consists of the following:

 2023

 2022

 Federal

 Current

 $
 2,325,087

 $
 726,410

 Deferred

 ( 903,665
)

 ( 329,186
)

 State

 Current

 $
 —

 $
 —

 Deferred

 —

 —

 Change in valuation allowance

 903,665

 329,186

 Income tax provision

 $
 2,325,087

 $
 726,410

 As of December 31, 2023 and 2022, the Company
had a total of $0 of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating
loss can be carried forward indefinitely. As of December 31, 2023 and 2022, the Company did not have any state net operating loss carryovers
available to offset future taxable income.

 In assessing the realization of the deferred
tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which
temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of
the information available, management believes that significant uncertainty exists with respect to future realization of the deferred
tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023, the change in the valuation
allowance was $ 903,665. For the year ended December 31, 2022, the change in the valuation allowance was $ 329,186.

 A reconciliation of the federal income tax rate
to the Company's effective tax rate at December 31, 2023 and 2022 is as follows:

 2023

 2022

 Statutory federal income tax rate

 21.00
 %

 21.00
 %

 Change in valuation allowance

 13.35
 %

 17.90
 %

 Income tax provision

 34.35
 %

 38.90
 %

 The Company files income tax returns in the U.S.
federal jurisdiction, in various state and local jurisdictions and is subject to examination by the various taxing authorities, since
inception.

 F- 20

 NOTE 10. SUBSEQUENT EVENTS

 The Company evaluated subsequent events and transactions that occurred
after the balance sheet dates up to the date that the financial statements were issued. Based upon this review, other than stated below,
the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 On January 3, 2024,
the Company entered into a subscription agreement with Polar Multi-Strategy Master Fund ("Polar"), Emerald ESG Sponsor LLC
("ESG Sponsor"), Emerald ESG Advisors, LLC ("ESG Advisors") and Emerald ESG Funding, LLC ("ESG Funding"
and collectively with ESG Sponsor and ESG Advisors, the "Sponsors"), to cover working capital requirements of the Company
and costs related to a possible extension of the Company's trust liquidation date (the "Subscription Agreement"). Pursuant
to the terms and subject to the conditions of the Subscription Agreement, Polar agreed to contribute up to $ 550,000 to ESG Funding (the
"Capital Contribution"). An initial capital call of $ 350,000 took place within five (5) business days of the signing of the
Subscription Agreement, and the Sponsors may request a second capital call of $ 200,000 within five (5) business days of April 1, 2024,
subject to certain specified conditions.

 The Capital Contribution
shall be repaid to Polar by ESG Funding upon the Company's closing of an initial business combination (the "Closing").
In consideration of the Capital Contribution, the Company has agreed to issue, or to cause the surviving entity following the Closing
(the "Surviving Company") to issue, 1.0 share of common stock of the Surviving Company ("Common Stock") for each
dollar of the Capital Contribution funded as of or prior to the Closing, which shares shall be subject to no transfer restrictions or
any other lock-up provisions, earn outs, or other contingencies and shall be registered as part of any registration statement to be filed
in connection with the Closing or, if no such registration statement is filed in connection with the Closing, pursuant to the first registration
statement to be filed by the Company or the Surviving Company following the Closing. The Capital Contribution is non-interest bearing
and shall be repaid by ESG Funding (upon receipt of funds from the Company) to, and at the election of, Polar (i) in Common Stock,
at a rate of 1.0 share of Common Stock for each ten dollars ($ 10.00) of the Capital Contribution funded as of the Closing or (ii) in
cash.

 If the Company liquidates
without consummating an initial business combination, any amounts remaining in the Sponsors' or the Company's cash accounts,
not including the Company's trust account, following repayment of all liabilities and wind-down expenses, will be paid promptly
to Polar, up to the amount of the Capital Contribution funded. Upon certain events of default under the Subscription Agreement, the Company
shall issue to Polar 0.1 shares of Common Stock ("Default Shares") for each dollar of the Capital Contribution funded as
of the date of such default, and for each month thereafter until such default is cured, subject to certain limitations provided for therein.

 On January 19, 2024, the Company held a
special meeting of its stockholders (the "January Meeting"). At the January Meeting, the Company's stockholders approved
(A) an amendment (the "January Charter Amendment") to the Company's Second Amended and Restated Certificate of Incorporation
to extend the date by which the Company has to consummate its initial business combination from January 19, 2024 to December 20,
2024 (or such earlier date as determined by the Company's Board of Directors); and (B) an amendment (the "January Trust Amendment")
to the Trust Agreement, to allow the trustee to liquidate the Trust Account established in connection with the Company's initial
public offering at such time as may be determined by the Company as set forth in the January Charter Amendment. The January Charter Amendment
was filed with the Delaware Secretary of State on January 19, 2024, and in connection therewith, the Company entered into the January
Trust Amendment to extend the term of the Trust Agreement.

 In connection with the approval and implementation
of the January Charter Amendment, the holders of 10,872,266 publicly outstanding shares of Class A common stock of the Company ("Public
Shares") exercised their right to redeem their shares for cash at a redemption price of $ 10.6224 per share, for an aggregate redemption
amount of approximately $ 115,489,643. Following such redemptions, 4,757,884 Public Shares remain outstanding.

 Between January 9 and 17, 2024, the Company entered into non-redemption
agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem Public Shares in connection with the
January Meeting. In exchange for the foregoing commitments not to redeem Public Shares, the Company has agreed to issue or cause to be
issued an aggregate of 1,137,500 Class A Shares at the time of the Company's initial business combination.

 10.49

 25732064 25873722 0.03 0.14 6184019 8577355 0.03 0.14

 0.03 0.03 0.14 0.14

 false FY 0001889123

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