8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 17, 2022

E.MERGE TECHNOLOGY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39416	85-1177400
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

630 Ramona St.

Palo Alto, California 94301

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (619) 736-6855

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-third of one Redeemable Warrant	ETACU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share, included as part of the Units	ETAC	The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the Units, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	ETACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 7.01 Regulation FD Disclosure.

On June 17, 2022, E.Merge Technology Acquisition Corp. (the “Company”) (i) filed a supplement to its proxy statement dated May 31, 2022 (the “Proxy Statement”) for its special meeting of stockholders to be held on June 28, 2022 (the “Special Meeting”) for stockholders to consider and vote on a proposal to extend the time the Company has to consummate an initial business combination from August 4, 2022 to November 4, 2022, and (ii) issued a press release (the “Press Release”) advising its stockholders that based upon the current amount in the Company’s trust account (the “Trust Account”), the Company anticipates that the per-share price at which public shares will be redeemed for cash held in the Trust Account will be approximately $10.01 at the time of the Special Meeting, not approximately $10.03 as stated in the Proxy Statement.

A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit     No.	Description
99.1	Press Release, dated June 17, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to 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 hereunto duly authorized.

	E.MERGE TECHNOLOGY ACQUISITION CORP.
Date: June 17, 2022	By:	/s/ Jeff Clarke
	Name:	Jeff Clarke
	Title:	Co-Chief Executive Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

E.MERGE TECHNOLOGY ACQUISITION CORP. ANNOUNCES

CORRECTION IN PER SHARE REDEMPTION PRICE IN CONNECTION WITH SPECIAL MEETING OF STOCKHOLDERS TO VOTE UPON AN EXTENSION OF TIME WITHIN WHICH IT MUST COMPLETE AN INITIAL BUSINESS COMBINATION

New York, NY, June 17, 2022 (GLOBE NEWSWIRE) — E.Merge Technology Acquisition Corp. (NASDAQ: ETAC) (“E.Merge” or the “Company”), a special purpose acquisition company, today announced that the Company anticipates that the per-share price at which public shares of the Company will be redeemed for cash held in the Company’s trust account (the “Trust Account”) will be approximately $10.01 at the time of the special meeting of stockholders to be held on June 28, 2022 (the “Special Meeting”), at which stockholders will consider and vote on a proposal to extend the time the Company has to consummate an initial business combination from August 4, 2022 to November 4, 2022. The Company’s proxy statement dated May 31, 2022 (the “Proxy Statement”) for the Special Meeting had stated that the per-share price at which public shares would be redeemed for cash held in the Trust Account would be approximately $10.03 at the time of the Special Meeting. The Company today also filed a Supplement to the Proxy Statement with the Securities and Exchange Commission (“SEC”) to advise stockholders of the correct redemption price.

Stockholders of record as of May 25, 2022 will be able to attend and participate in the Special Meeting online by visiting https://www.cstproxy.com/emergetechnologyacquisition/2022. Please see the Company’s Proxy Statement mailed to stockholders of record and available at the SEC website at www.sec.gov for more information.

About E.Merge Technology Acquisition Corp.

The Company is a blank check company 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. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on companies in the software and internet technology industries. The Company is led by Chairman, S. Steven Singh, and Co-Chief Executive Officers, Jeff Clarke and Guy Gecht.

Cautionary Note Regarding Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, 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 certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering and other reports filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contact:

Jeff Clarke

Guy Gecht

E.Merge Technology Acquisition Corp.

(619) 736-6855

XML

Document and Entity Information	Jun. 17, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 17, 2022
Entity Registrant Name	E.MERGE TECHNOLOGY ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39416
Entity Tax Identification Number	85-1177400
Entity Address, Address Line One	630 Ramona St.
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94301
City Area Code	619
Local Phone Number	736-6855
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001814728
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A common stock and one-third of one redeemable warrant
Trading Symbol	ETACU
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share, included as part of the Units
Trading Symbol	ETAC
Security Exchange Name	NASDAQ
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50
Trading Symbol	ETACW
Security Exchange Name	NASDAQ