ETAC E Merge Technology Acquisition Corporation

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 26, 2022

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:

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.  ☐

Other than as disclosed herein, there are no transactions between the Company and Messrs. Reitzes and Hermand that are subject to disclosure under Item 404(a) of Regulation S-K.

Pursuant to certain director offer letters (the “Director Offer Letters”) and compensation agreements (the “Compensation Agreements”) entered into among the Company, E.Merge Technology Sponsor LLC (the “Sponsor”) and each of Messrs. Reitzes and Hermand, dated May 1, 2022 and June 22, 2022, respectively, the Company agreed to grant each of Mr. Reitzes and Mr. Hermand 12,500 shares of the Company’s Class A common stock contingent upon the closing of the Company’s initial business combination (the “Equity Grant”) and shall use commercially reasonable efforts to file a registration statement covering the shares of Class A common stock included in the Equity Grant within fifteen (15) business days and cause it to be declared effective within 60 days following the filing deadline. If the Company fails to complete an initial business combination, it would make a one-time guaranteed cash payment of $125,000 to each of Messrs. Reitzes and Hermand immediately prior to the dissolution of the Company (the “Cash Payment”). The Cash Payment was guaranteed by the Sponsor. The foregoing description of the director offer letters and the compensation agreements, is not complete and is subject to and qualified in its entirety by reference to the director offer letters and the compensation agreements, copies of which are filed with this Current Report on Form 8-K, and the terms of which are incorporated by reference herein.

In connection with the appointments, Messrs. Reitzes and Hermand have agreed to become parties to certain letter agreement, dated July 30, 2020, by and among the Company, the Company’s directors and officers, and other certain securities holders (the “Letter Agreement”) and entered into joinders to the Letter Agreement and an indemnity agreement with the Company on June 26, 2022. Notwithstanding, Messrs. Reitzes and Hermand are not subject to certain covenants that restrict their ability to become officers of other special purposes acquisition companies, so that their independence as directors can be enhanced.