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): August 22, 2022

E.MERGE TECHNOLOGY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39416	N/A
(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

(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, $0.0001 par value 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	ETAC	The Nasdaq Stock Market LLC
Redeemable Warrants, 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 8.01. Other Events.

On August 22, 2022, E.Merge Technology Acquisition Corp. (the “Company”) issued a press release announcing that due to the Company’s inability to consummate an initial business combination within the time period required by its Second Amended and Restated Certificate of Incorporation, as amended (the “Amended Charter”), the Company intends to dissolve and liquidate in accordance with the provisions of its the Amended Charter and will redeem all of the outstanding shares of Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.06.

As of the close of business on September 4, 2022, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.

In order to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to take all necessary actions to liquidate the securities held in the the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after September 4, 2022.

The Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding Class B common stock issued prior to the Company’s initial public offering and the Class A common stock contained in the units issued in a private placement concurrent with the initial public offering.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On August 22, 2022, the Company also issued a letter to its stockholders, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.	Description of Exhibits
99.1	Press Release, dated August 22, 2022
99.2	Letter to Stockholders, dated August 22, 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.
Dated: August 22, 2022	By:	/s/ Jeff Clarke
		Name:	Jeff Clarke
		Title:	Co-Chief Executive Officer and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

E.Merge Technology Acquisition Corp. Announces Liquidation

New York, NY, August 22, 2022 (GLOBE NEWSWIRE) — E.Merge Technology Acquisition Corp. (NASDAQ: ETAC) (the “Company”) announced today that, due to its inability to consummate an initial business combination within the time period required by its Second Amended and Restated Certificate of Incorporation, as amended (the “Amended Charter”), the Company intends to dissolve and liquidate in accordance with the provisions of its Amended Charter, effective as of the close of business on September 4, 2022, and will redeem all of the outstanding shares of Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.06.

As of the close of business on September 4, 2022, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.

In order to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after September 4, 2022.

The Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding Class B common stock issued prior to the Company’s initial public offering and the Class A common stock contained in the units issued in a private placement concurrent with the initial public offering.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

Forward-Looking Statements

This press release 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. Such forward-looking statements are based on the beliefs and reasonable assumptions of management, and 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 Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements after the date of this release, except as required by law.

Contact

Jeff Clarke

Guy Gecht

E.Merge Technology Acquisition Corp.

(619) 736-6855

EX-99.2

Exhibit 99.2

August 22, 2022

E.MERGE TECHNOLOGY ACQUISITION CORP.

630 Ramona St.

Palo Alto, California 94301

Dear E.Merge Technology Acquisition Corp. Shareholder,

Over two years ago on August 4, 2020, we completed E.Merge Technology Acquisition Corp.’s IPO and began trading on NASDAQ. In all, we raised $600 million. Our thesis at the time was simple: many innovative technology companies were emerging that would have a profound impact on people’s daily lives, but the traditional IPO path for these companies was limited. We believed that effecting a business combination would provide E.Merge a unique opportunity to partner with, and take public, an innovative company in the software or internet industry and enable the E.Merge management team with 3 former public company CEOs to mentor and guide the target’s management team on its next phase of growth as a public company.

Since E.Merge’s IPO, we have been hard at work attempting to deliver on that thesis: we reviewed over 150 potential partner companies, held extensive discussions with over 70 of them, and actively engaged with six. While many of these opportunities were attractive in varying degrees, none met E.Merge’s investment criteria. As stewards of your capital, we were committed to proposing only a business combination that would represent an attractive investment opportunity and offer sustainable long-term value creation.

While we believe that SPACs will continue to play a meaningful part of the capital markets solutions for a number of high-quality private companies looking to go public, we acknowledge the unforeseen market conditions that have persisted in the SPAC markets created an unbearable headwind for E.Merge. Specifically for E.Merge, we were impact by 2 main drivers: 1) large disconnect between seller-buyer expectations with sellers anchored by previous valuation rounds in a significantly different valuation environment that pushed some potential partners to delay their public market debut, 2) high SPAC redemption rates and effectively closed common stock PIPE market that led to significant deal uncertainty. Accordingly, the E.Merge board has determined to liquidate E.Merge and to return to you the funds in the trust account.

We are deeply disappointed that we have not been able to deliver to you a business combination with a sustainable high-quality company at an attractive valuation, and believe that liquidating E.Merge and returning your capital is in the best interests of E.Merge and its shareholders.

We are sincerely thankful for your support and patience over the past two years and we hope to find an opportunity to earn your support again in the future.

Sincerely,

Steve Singh, Chairman

Jeff Clarke, Co-Chief Executive Officer and Chief Financial Officer

Guy Gecht, Co-Chief Executive Officer

XML

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Document And Entity Information [Line Items]
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Entity Central Index Key	0001814728
Document Type	8-K
Document Period End Date	Aug. 22, 2022
Entity Registrant Name	E.MERGE TECHNOLOGY ACQUISITION CORP.
Entity Incorporation State Country Code	DE
Entity File Number	001-39416
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
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Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
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Units Each Consisting Of One Share Of Class A Common Stock 0.0001 Par Value Per Share And One Third Of One Redeemable Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one Redeemable Warrant
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Common Class B [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Common Stock, par value $0.0001 per share
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Security Exchange Name	NASDAQ
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Class A Common Stock At An Exercise Price Of 11.50 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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