UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): April ~~December 22~~1, ~~2021~~2022

E.MERGE TECHNOLOGY ACQUISITION CORP.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware		001-39416		85-1177400
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(~~I.R.S.~~IRS EmployerIdentification No.)

630 Ramona St.Palo Alto, California		94301
(Address of Principal Executive Offices)		(Zip Code)

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 ~~(see General Instruction A.2. below)~~:

☐	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	TradingSymbol(s)	Name of each exchangeon which registered
Class A common stock, par value $0.0001 per share	ETAC	The Nasdaq Stock Market LLC
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
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	ETACW	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
Units, each consisting of one Class A common stock and one-third of one redeemable warrant	ETACU	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 4 1.~~02.~~01 ~~Non-Reliance on~~Entry ~~Previously~~into ~~Issued~~a ~~Financial~~Material ~~Statement~~Definitive ~~and Related Audit Report.~~Agreement

~~The~~On ~~management~~April of1, 2022, E.Merge Technology Acquisition Corp. (the “Company”) ~~has re-evaluated the~~issued ~~Company’s~~a ~~application~~promissory ofnote ~~ASC 480-10-S99-3A to~~(the ~~its~~“Note”) ~~accounting~~in ~~classification of~~ the ~~redeemable~~principal ~~shares~~amount of ~~Class A~~up ~~common~~to ~~stock~~$500,000 ~~par~~to ~~value $0~~E.~~0001~~Merge ~~per~~Technology ~~share~~Sponsor LLC (the “~~Public Shares~~Sponsor”),. The Note was issued asin ~~part~~connection ofwith advances the ~~units~~Sponsor ~~sold~~has made, and may make in the future, to the Company’s ~~initial~~for ~~public~~working ~~offering~~capital (expenses. If the ~~“IPO”)~~Company oncompletes ~~August 4,~~a ~~2020.~~business ~~Historically~~combination, athe ~~portion~~Company ofwould repay the ~~Public~~Note ~~Shares~~out ~~was~~of ~~classified~~the asproceeds ~~permanent~~of ~~equity~~the trust account released to ~~maintain~~the ~~net~~Company. ~~tangible~~Otherwise, ~~assets~~the ~~greater~~Note ~~than~~would ~~$5,000,000~~be onrepaid ~~the~~only ~~basis~~out ~~that~~of funds held outside the ~~Company~~trust ~~will~~account. ~~consummate~~In ~~its~~the ~~initial~~event that a business combination ~~only~~does ifnot close, the Company ~~has~~may ~~net~~use ~~tangible~~a ~~assets~~portion of atthe ~~least~~working ~~$5,000,001.~~capital ~~Pursuant~~held outside the trust account to ~~such re-evaluation,~~ repay the ~~Company’s~~Note ~~management~~but ~~has~~no ~~determined~~proceeds ~~that~~from the ~~Public~~trust ~~Shares~~account ~~include~~would ~~certain~~be ~~provisions~~used ~~that~~to ~~require~~repay ~~classification~~the Note. At the election of the ~~Public~~Sponsor, ~~Shares~~all asor ~~temporary~~a ~~equity~~portion ~~regardless~~of the unpaid principal amount of the ~~minimum~~Note ~~net~~may ~~tangible~~be ~~assets~~converted ~~required~~into tounits ~~complete~~of the Company’s ~~initial~~at ~~business~~a ~~combination~~price of $10.00 per unit (the “Conversion Units”). The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Note.

~~Therefore,~~The onissuance ~~December 22, 2021, the audit committee~~ of the ~~Company’s~~Note ~~board~~was ofmade ~~directors~~pursuant ~~(the~~to ~~“Audit Committee”), after discussion with~~ the ~~Company’s~~exemption ~~management,~~from ~~concluded~~registration ~~that~~contained ~~the~~in ~~Company’s previously issued (i)~~Section ~~audited balance sheet as of August~~ 4~~, 2020~~ (~~the “Post-IPO Balance Sheet”~~a) ~~as previously restated in the Company’s Amendment No. 1 to the Annual Report on Form 10-K/A filed with the Securities and Exchange Commission~~ (~~the “SEC”) on July~~ 2~~, 2021 (the “2020 Form 10-K/A”~~), ~~(ii)~~of the ~~financial~~Securities ~~statements~~Act as of ~~and for the year ended December 31~~1933, ~~2020,~~ as previously restated in the 2020 Form 10-K/A, (iii) the unaudited financial statements for the quarterly period ended September 30, 2020, as previously restated in the 2020 Form 10-K/A, (iv) unaudited financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on July 14, 2021, and (v) unaudited financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 ((ii) through (v) collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied uponamended. ~~As such, the Company will restate its Post-IPO Balance Sheet and its financial statements for the Affected Periods.~~

The ~~Company~~foregoing ~~does~~description ~~not~~is ~~expect~~qualified ~~any~~in ofits ~~the~~entirety ~~above~~by ~~changes~~reference ~~will~~to ~~have~~the ~~any~~Note, ~~impact~~a oncopy ~~its~~of ~~cash~~which ~~position~~is ~~and~~attached ~~cash~~as ~~held~~Exhibit inhereto ~~the~~and ~~trust~~is ~~account~~incorporated ~~established~~herein inby ~~connection with the IPO (the “Trust Account”)~~reference.

~~The~~Item ~~Company’s~~2.03. ~~management~~Creation ~~and~~of ~~the~~a ~~Audit~~Direct ~~Committee~~Financial ~~have~~Obligation ~~discussed~~or ~~the~~an ~~matters~~Obligation ~~disclosed~~Under inan ~~this Current Report on Form 8~~Off-~~K with~~balance ~~WithumSmith+Brown,~~Sheet ~~PC,~~Arrangement ~~the~~of ~~Company’s~~a ~~independent registered accounting firm~~Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~(d) Exhibits.

Date: December 28, 2021


Exhibit Number		Description

10.1		Promissory Note of the Company, dated April 1, 2022.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~E.MERGE TECHNOLOGY ACQUISITION CORP. By: /s/ Jeff Clarke Jeff Clarke Co-Chief Executive Officer and Chief Financial Officer~~1

~~[Signature Page to Form 8-K]~~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.

Dated: April 4, 2022


E.MERGE TECHNOLOGY ACQUISITION CORP.

By:		/s/ Jeff Clarke
Name:		Jeff Clarke
Title:		Co-Chief Executive Officer and Chief Financial Officer

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