Financial Obligation - Form 425

Item 1.01 Entry into a Material Definitive Agreement.

On October 31, 2024, FTAC Emerald Acquisition Corp. ("we," "us" or "FTAC Emerald") issued a promissory note (the "Promissory Note") to Frontier SPV, LLC (the "Lender"), an affiliate of FTAC Emerald's sponsors. Pursuant to the Promissory Note, the Lender agreed to loan us an aggregate principal amount of $973,116.44, which was used to satisfy the Company's excise tax liability. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which we consummate a business combination (the "Maturity Date"). If we do not consummate a business combination, we may use a portion of any funds held outside the trust account into which we have placed the proceeds of our initial public offering (the "IPO") 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 or shares. On October 31, 2024, we borrowed the full amount under the Promissory Note.