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~~August 2822, 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)

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~June~~August 2822, 2022, E.Merge Technology Acquisition Corp. (the “Company”) issued a ~~promissory~~press ~~note~~release (announcing that due to the ~~“Note”)~~Company’s ininability to consummate an initial business combination within the ~~principal~~time ~~amount~~period ofrequired upby toits ~~$3,441,688 to E.Merge~~Second ~~Technology~~Amended ~~Sponsor~~and ~~LLC~~Restated Certificate of Incorporation, as amended (the “~~Sponsor~~Amended Charter”), ~~pursuant~~the Company intends to ~~which~~dissolve ~~the~~and ~~Sponsor~~liquidate ~~agreed~~in toaccordance ~~loan~~with the ~~Company~~provisions upof toits ~~$3,441,688,~~the inAmended ~~connection~~Charter ~~with~~and will redeem all of the ~~extension~~outstanding shares of Class A common stock that were included in the ~~Company’s~~units ~~time~~issued toin ~~consummate~~its ainitial ~~business~~public ~~combination~~offering ~~from~~(the ~~August 4~~“Public Shares”), ~~2022~~at toa ~~November 4,~~per-share ~~2022~~redemption price of approximately $10.06.

OnAs ~~July 1, 2022, the Company deposited $1,147,229.30~~ of ~~such funds into~~ the ~~Company’s~~close ~~trust account (the “Trust Account”), which amount will be included in the pro rata amount distributed to (i) all~~ of ~~the~~business ~~holders~~on ~~of the Class~~September A4, ~~common~~2022, ~~stock sold in~~ the ~~Company’s initial public offering (“~~Public Shares”) ~~upon~~will ~~the~~be ~~Company’s~~deemed ~~liquidation~~cancelled orand ~~(ii) holders~~will ofrepresent ~~Public~~only ~~Shares~~the ~~who~~right ~~elect~~ to ~~have~~receive ~~their shares redeemed in connection with~~ the ~~consummation~~redemption ~~of the Company’s initial business combination~~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 ~~Note~~proceeds ~~bears~~of nothe ~~interest~~trust ~~and~~account iswill ~~repayable~~be held in ~~full~~a ~~upon~~non-interest bearing account while awaiting disbursement to the ~~earlier~~holders of ~~(a)~~ the ~~date~~Public Shares. Record holders will receive their pro rata portion of the ~~consummation~~proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s ~~initial~~transfer ~~business~~agent. Beneficial ~~combination~~owners of Public Shares held in “street name,” orhowever, ~~(b) the~~will ~~date~~not ofneed to take any action in order to receive the ~~liquidation~~redemption amount. The redemption of the ~~Company~~Public Shares is expected to be completed within ten business days after September 4, 2022.

The ~~foregoing~~Company’s ~~description~~sponsor ishas ~~qualified~~agreed into waive its ~~entirety~~redemption byrights ~~reference~~with respect to ~~the~~its ~~Note,~~outstanding aClass B ~~copy~~common ofstock ~~which~~issued isprior ~~attached~~to asthe ~~Exhibit~~Company’s ~~10.1~~initial ~~hereto~~public offering and isthe ~~incorporated~~Class A ~~herein~~common bystock ~~reference~~contained in the units issued in a private placement concurrent with the initial public offering.

~~Item 2.03.~~There ~~Creation~~will ofbe ano ~~Direct~~redemption ~~Financial~~rights ~~Obligation~~ or anliquidating ~~Obligation~~distributions ~~Under~~with ~~an Off-balance Sheet~~respect ~~Arrangement~~to ofthe aCompany’s ~~Registrant~~warrants, which will expire worthless.

~~The~~A ~~disclosure~~copy ~~contained~~of inthe ~~Item~~press ~~1.01~~release ofis ~~this~~attached ~~Current~~hereto ~~Report~~as onExhibit ~~Form 8-K~~ 99.1 and is incorporated herein by reference ~~in this Item 2~~.~~03.~~

~~Item~~On August ~~5.03.~~22, ~~Amendments~~2022, the Company also issued a letter to ~~Articles~~its stockholders, a copy of ~~Incorporation~~which oris ~~Bylaws;~~attached ~~Change~~hereto inas ~~Fiscal~~Exhibit ~~Year~~99.2 and is incorporated herein by reference.

On July 5, 2022, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporate with the Secretary of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate its initial business combination from August 4, 2022 to November 4, 2022.

Pursuant to the Extension Amendment, on July 1, 2022, the Sponsor deposited $1,147,229.30 (or $0.035 per Public Share that was not redeemed in connection with the Meeting (as defined below)) into the Company’s Trust Account and thereby extended the period the Company has to complete an initial business combination from August 4, 2022 to September 4, 2022. In order to further extend the period the Company has to complete an initial business combination from September 4, 2022, an additional $1,147,229.30 (or $0.035 per Public Share that was not redeemed in connection with the Meeting) will be deposited into the Company’s Trust Account for each month.

The Sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until November 4, 2022 and if the Sponsor determines not to continue extending for additional calendar months, no additional funds will be deposited into the Trust Account.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 28, 2022, the Company held a special meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders approved the Extension Amendment extending the date by which the Company must consummate its initial business combination from August 4, 2022 to November 4, 2022 (the “Extension Amendment Proposal”).

The final voting results for the Extension Amendment Proposal were as follows:

For		Against		Abstain		Broker Non-Votes
56,250,604		160,176		82		0

Shareholders holding 27,222,020 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $272,521,093.72 (approximately $10.01 per share) will be removed from the Company’s Trust Account to pay such holders.

Item 9.01 Financial Statements and Exhibits.

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

The following exhibits are being filed herewith:


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)

Exhibit No.		Description of Exhibits
3.1		Amendment to the Certificate of Incorporation of the Company.
10.1		Promissory Note issued to the Sponsor.
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: July 5, 2022	By:	/s/ Jeff Clarke
Dated: August 22, 2022	By:	/s/ Jeff Clarke
		Name:	Jeff Clarke
		Title:	Co-Chief Executive Officer and Chief Financial Officer

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