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                                                             November 7, 2024

Bracebridge Young
Chief Executive Officer
FTAC Emerald Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104

       Re: FTAC Emerald Acquisition Corp.
           Registration Statement on Form S-4
           Filed October 7, 2024
           File No. 333-282520
Dear Bracebridge Young:

       We have reviewed your registration statement and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4 filed October 7, 2024
General

1.     We note that there are various placeholders throughout the document. In
your next
       amendment, please fill in these placeholders or tell us when you are
able to do
       so. Please also confirm your understanding that the staff will need
sufficient time to
       review this information, and we may have additional comments at that
time.
2.     Please file an opinion on tax matters as required by Item 601(b)(8) of
Regulations S-K
       or provide us with your analysis regarding why Item 601(b)(8) is not
applicable. In
       this regard, we note that Fold and Emerald intend qualification of the
Merger as a
          reorganization    within the meaning of Section 368(a) of the Code.
3.     Please present in tabular form the amount of compensation received or to
be received
       by the SPAC sponsor, the amount of securities issued or to be issued to
the SPAC
       sponsor and the price paid or to be paid for such securities and,
outside of the table,
       the extent to which SPAC sponsor compensation and securities issuance
will result in
 November 7, 2024
Page 2

      dilution to the equity of non-redeeming shareholders. Refer to Item
1604(b)(4) of
      Regulation S-K.
4.    Please revise to include tabular disclosure of the terms of any
agreement, arrangement
      or understanding regarding restrictions on transfers by the SPAC sponsor
and its
      affiliates. Refer to Item 1603(a)(9) of Regulation S-K.
Cover Page

5.    On the inside front cover page, please state that the prospectus
incorporates important
      business and financial information about the company that is not included
in or
      delivered with the document and that this information is available
without charge to
      security holders upon written or oral request. Give the name, address,
and telephone
      number to which security holders must make this request. In addition, you
must state
      that to obtain timely delivery, security holders must request the
information no later
      than five business days before the date they must make their investment
decision.
      Specify the date by which security holders must request this information.
You must
      highlight this statement by print type or otherwise. Refer to Item 2 of
the Form S-4
      General Instructions.
Questions and Answers About the Business Combination, page 8

6.    We note your disclosure here and in the Summary section that Fold
"partners with an
      exchange to offer bitcoin exchange and custody services with low fees,
instant
      withdrawals, and insured custody [and] Fold products and services are
available in the
      United States through the Fold mobile app." We also note your disclosure
on page 205
      of your partnerships with BitGo and Fortress and the services offered
through such
      partnerships. Please revise to clarify:
          Whether the exchange that Fold partners with is BitGo and/or
Fortress, and if it is
          Fortress, how Fortress qualifies as an exchange;
          Which "Fold products and services" are available in the U.S. through
the Fold
          mobile app; and
          How you "offer eligible customers the ability to buy, sell, store,
insure, and
          withdraw bitcoin using the Fold app via an 'Exchange Account,'" which
          products and services you offer through BitGo versus through
Fortress, how you
          earn revenue via transaction fees and transaction spreads, and the
terms and
          provisions of the coverage for "insured custody" (including, the
amount, scope,
          term, termination provisions, renewal options and limitations on
insurance
          coverage).
      Additionally, please include step-by-step descriptions of how a customer
accesses
      your various products and services through the Fold mobile app.
Summary of the Proxy Statement/Prospectus
Ownership of New Fold After the Closing, page 26

7.    We note that you provided a table that details the ownership in New Fold
after the
      Business Combination, assuming no redemption and maximum redemption.
Please
      revise to include additional columns for different redemption levels.
Additionally,
      outside of the table, please describe each material potential source of
future dilution
 November 7, 2024
Page 3

       that may occur, including sources not referenced in the table. Refer to
Item 1604(c) of
       Regulation S-K.
Risk Factors
Risks Related to Fold's Business and Industry
Loss of a critical banking or insurance relationship, page 47

8.     We note that you rely on insurance carriers to insure customer losses
resulting from a
       breach of your physical security, cyber security, or by employee or
third party theft.
       Please expand to describe these insurance policies and the degree to
which such
       policies provide coverage for customer losses.
Our and our customers' Bitcoin could be subject to risk, page 49

9.     We note your disclosure here that your proprietary bitcoin held at BitGo
are held in
       separate wallets under Fold's name and are not commingled with bitcoin
held on
       behalf of your customers, BitGo's other customers or BitGo itself. We
also note your
       disclosure on page 70 that bitcoin held on behalf of your customers are
held in
       omnibus cold storage wallets either by BitGo as sub-custodian or by
Fortress. Please
       confirm that your proprietary bitcoin are held in separate cold wallet,
but your
       customers' bitcoin are held in omnibus cold storage wallets, in each
case by BitGo and
       Fortress. Please also discuss the risks associated with the different
custody
       arrangements for your proprietary bitcoin versus your customers'
bitcoin, and any
       policies and procedures BitGo and Fortress have regarding the
commingling of assets
       for customer bitcoin held in omnibus wallets.
Our or our third-party partners' failure to safeguard, page 49

10.    Please revise to clarify how and where the private keys held by you and
Unchained
       Capital for your proprietary bitcoin are stored, and whether there is
insurance
       coverage for your proprietary bitcoin, and the terms and provisions of
such insurance
       coverage. Please also revise to clarify the proportion of your
proprietary bitcoin
       custodied with BitGo that are held in cold versus hot storage. In this
regard, we note
       your statement that "[n]early all of [your] proprietary bitcoin that
[you] custody with
       BitGo is also held in cold storage, with a small amount held in
self-managed hot
       wallets for operational purposes."
11.    Please revise to clarify the relationship between BitGo and Fortress as
custodians, the
       proportion of customer bitcoin held by BitGo versus Fortress, and the
proportion of
       customer bitcoin held in cold versus hot storage. In this regard, we
note your
       disclosure that "[a]ll of the Bitcoin held on behalf of [your] customers
by BitGo
       (whether through a direct relationship with a customer or in its
capacity as sub-
       custodian for Fortress) is retained in    cold storage"... [and] [t]he
remaining Bitcoin
       held by Fortress for [your] customers directly is maintained in a hot
wallet to facilitate
       prompt withdrawals."
Other Risks Related to Fold's Business and Financial Position
We may from time to time make acquisitions and investments, page 54

12.    Please revise to clarify whether Fold currently has any plans, proposals
or
       understandings, formally or informally, to make acquisitions or
strategic investments.
 November 7, 2024
Page 4

Our investments in Bitcoin are subject to volatile market prices, page 54

13.    Please update the bitcoin balance in your Treasury accounts to a more
recent date.
We may suffer losses due to abrupt and erratic market movements, page 58

14.    Please expand your discussion to address price volatility risks relating
to trading
       volume, price differentials across bitcoin trading platforms, and the
closing of bitcoin
       trading platforms due to fraud, failures, security breaches or
otherwise. Please also
       provide examples of historical and recent price volatilities.
A temporary or permanent blockchain "fork", page 59

15.    Please revise to clarify your policy with respect to any fork, airdrop
or similar event.
Risks Related to Bitcoin
Transferring Bitcoin on the Bitcoin blockchain involves risks, page 59

16.    Please clarify the statement that your "Bitcoin Service Providers
represent that they
       hold customer assets one-to-one at all times (emphasis added)."
Risks Related to Government Regulation and Privacy Matters
If we or our third-party providers fail to protect confidential information,
page 64

17.    We note that you own and manage some of the IT Systems but also rely on
third
       parties for a range of IT Systems and related products and services. We
also note your
       statements on page 67 that you rely upon third-party service providers,
payment
       processors and financial institution partners to provide key components
of your
       services on your behalf, and on page 70 that you rely on third parties
in connection
       with many aspects of our business. Please describe and file any material
contracts as
       exhibits. Refer to Item 601(b)(10) of Regulation S-K.
Risks Related to Third Parties
We are subject to risks related to the banking and financial services
ecosystem, page 71

18.    Please revise to discuss Sutton Bank's response to the FDIC enforcement
order, and
       the outcome and status of any plan it devised.
Risks Related to Emerald's Business and the Business Combination
Changes to laws or regulations, page 101

19.    Please revise to identify the non-U.S. jurisdictions to which you are
subject, and
       describe in greater detail the laws and regulations that are applicable
to your business.
Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Basis of Pro Forma Presentation, page 114

20.    You disclose you include adjustments that are (1) directly attributable
to the Business
       Combination and the Transactions and (2) factually supportable. Tell us
how your
       presentation considered Item 11-02(a)(6)(i) of Regulation S-X. Also
refer to Item 8-05
       of Regulation S-X.
 November 7, 2024
Page 5
Note 2. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments, page
115

21.   For adjustment (b) related to Fold's SAFEs, tell us why the adjustment
assumes the
      issuance of New Fold Common Shares in exchange for the SAFEs and how you
      determined the amount of shares to be issued.
Note 3. Unaudited Pro Forma Condensed Combined Statements of Operations, page
116

22.   For adjustment (b), tell us how you determined the amount of the share-
      based compensation expense recognized related to Fold's RSUs.
Information About Fold, page 186

23.   We note your statements that "Fold is a leading bitcoin financial
services
      company   .Fold is among the leading gateways to earning, buying, and
living on
      bitcoin." With a view toward balanced disclosure, please provide support
for these
      statements or remove these claims.
24.   Please provide support for your statement that "In 2020, Fold partnered
with Visa to
      launch the first ever bitcoin rewards debit card, the Fold Visa Prepaid
Card (emphasis
      added)."
25.   Please revise to include the information required by Item 701 of
Regulation S-K as it
      relates to Fold, Inc.
Our Products and Services
Rewards Network, page 186

26.   We note on page 54 that your goal is to maintain an amount of bitcoin in
your
      Rewards Treasury sufficient to satisfy your obligations to provide
customer rewards
      in accordance with your user agreements, and you try to purchase bitcoin
for your
      Rewards Treasury at a similar cost basis to the rewards earned by your
customers. We
      also note that customer rewards are denominated in bitcoin as of the date
the rewards
      are earned. Please revise here to provide a materially complete
description of the
      terms of your user agreements with respect to customer bitcoin rewards,
how you
      value the amount of bitcoin rewards both at the time earned or redeemed
by customers
      and on an ongoing basis, when bitcoin rewards are credited to or debited
from
      customer accounts, how customers can use the bitcoin rewards (including
but not
      limited to whether they have to first convert to fiat currency), how you
make the
      determination when to replenish the Rewards Treasury, and how you
calculate the
      cost basis of the bitcoin reward earned by customers and the bitcoin you
purchase.
      Please include step-by-step descriptions of your process for depositing
bitcoin rewards
      and purchasing bitcoin for the Rewards Treasury and/or the Investment
Treasury, if
      and when bitcoin are transferred from the Investment Treasury to the
Rewards
      Treasury or vice versa, and the process by which a customer can redeem
bitcoin
      reward.
Custody & Trading, page 186

27.   Please revise to describe how you allow your customers to "access bitcoin
      exchange...with low fees" and identify such bitcoin exchanges; how your
"platform
      integrates with third-party service providers that allow users to buy
bitcoin via spot
 November 7, 2024
Page 6

       trades, recurring trades, direct deposits, and by rounding up spare
change on Fold
       Card purchases," and identify these third-party service providers; and
how you
       "partner with multiple qualified custodian exchange providers for
enhanced security,
       liquidity, access, and product functionality" and identify these
qualified custodian
       exchange providers.
Industry Overview
Bitcoin, page 187

28.    Please provide support for your statement that "[a]s of August 13, 2024,
Bitcoin had
       increased by 1,541% in U.S. dollar terms since January 2019, making it
among the
       best performing assets of the decade," or delete.
29.    Please provide balanced disclosure with respect to halving, and address
risks related
       to the maximum number of bitcoins that may be released into circulation,
and the
       number of bitcoins currently in circulation.
Regulatory Environment, page 195

30.    Please revise to describe in greater details the AML, KYC and other
procedures
       conducted by you and your third-party custody partners.
Legal and Regulatory Proceedings, page 197

31.    Please confirm that Fold, Inc. is not subject to any legal proceedings
that would be
       required to be disclosed under Item 103 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of operations for the years ended December 31, 2023 and 2022
Operating expenses, page 209

32.    You refer to total cost of sales, but you do not include a line item for
total cost of sales
       on page F-4. Please disclose how you define total cost of sales and tell
us whether the
       amount includes all costs of your sales. Refer to SAB Topic 11.B.
Information About Emerald, page 216

33.    Please revise to include all of the information regarding the Sponsor
required by Item
       1603 of Regulation S-K.
Directors and Executive Officers After the Business Combination
Directors and Executive Officers, page 230

34.    Please revise to provide disclosures relating to the directors' and
executive officers'
       experiences. In this regard, we note your statement on page 194 that you
are "a
       founder-led business with an experienced management team that brings
together
       viewpoints from both technology and financial services."
 November 7, 2024
Page 7
Fold Financial Statements
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
Customer Rewards Liability, page F-11

35.   With respect to your customer rewards liability accounting, please ensure
that you
      summarize in your disclosure the relevant terms and conditions related to
your
      accounting. For example, clarify how you distinguish between revenue
rewards which
      are netted against revenues and marketing rewards which are not, how you
determine
      when a reward is earned, and whether rewards are subject to any
constraint as a result
      of being subject to expiry (or for any other reason). With respect to the
redemption of
      rewards, clarify how and when a user redeems rewards and how you factor
that into
      your determination of the related liability.
36.   You disclose that users may redeem the rewards to receive bitcoin by
initiating a
      withdrawal to a personal, external bitcoin wallet. Tell us why redemption
must be to
      an external wallet. Clarify whether a user may redeem their reward to
their account
      with your custodian exchange providers.
Revenue recognition
Banking and payments, page F-12

37.   With respect to your disclosure for your banking and payments revenues,
please
      revise the disclosure to (i) identify your customer in these transactions
and (ii) for
      variable consideration, clarify whether or not you constrain your
estimates.
38.   With respect to revenues from merchant offers, we note that you recognize
the
      revenue gross as the principal in these transactions and not net as an
agent. Provide us
      with your accounting analysis in determining that you are the principal
and should
      recognize the revenues gross.
39.   We note from page 186 that you offer a checking account that supports
direct deposits
      and bill payments, and the checking accounts are offered through Sutton
Bank.
      Disclose how you account for these services and the related cash. Tell us
the amount
      of revenues recognized for each period presented from these services.
Share-based compensation expense, page F-14

40.   You disclose that the fair value of your RSAs and RSUs is determined as
the most
      recent valuation price of your common stock on the date of the grant.
Tell us how you
      are able to measure your RSAs and RSUs at fair value on the date of grant
if your fair
      value determination is based on the most recent valuation price.
Note 3. Revenue, page F-16

41.   Please revise your next amendment to disclose revenues by the revenue
streams
      discussed on pages 205 and F-12 - subscriptions, debit card program, Visa
incentive
      and merchant offers. Separately provide this level of revenue
disaggregation in your
      financial statements as required by ASC 606-10-50-5.
 November 7, 2024
Page 8
Note 4. Digital Assets, page F-17

42.    Given that you classify the Rewards treasury as current assets and the
Investment
       treasury as non-current assets, please consider providing separate
rollforwards in your
       footnotes for both the Rewards treasury and Investment treasury in your
next
       amendment.
Note 13. Fair Value Measurements, page F-24

43.    For the customer rewards liability, please include all of the
disclosures required
       by ASC 820-10-50-2(bbb).
Note 14. Safeguarding Obligation for Digital Assets, page F-26

44.    Please disclose the nature of the digital assets that you are
responsible for holding for
       your customers, with separate disclosure for each significant digital
asset, as well as
       the vulnerabilities you have due to any concentration in such
activities.
Note 7. SAFEs, page F-37

45.    With respect to the SAFEs you issued during 2024 that were funded with
$50.0
       million of bitcoin, clarify your disclosure to (i) explain what you mean
by an option to
       redeem the nominal quantity of bitcoin used to fund those SAFEs, (ii)
discuss how
       you will determine the USD value of the SAFEs for purposes of issuing
your
       preferred stock, and (iii) explain how you may use the bitcoin and what
you mean by
       treasury purposes. Further, tell us the pertinent rights and obligations
of these
       instruments and provide us with your accounting analysis. Cite the
accounting
       literature you applied and how you applied it to your facts and
circumstances. In your
       response, tell us who controls the bitcoin you received in exchange for
theses SAFEs
       and why.
46.    With respect to the other SAFEs you issued, on page F-19, you disclose
that
       (i) liquidity events include changes of control, direct listing, or
initial public offerings
       and (ii) upon a liquidity event or dissolution event, the investors to
the SAFEs will
       automatically be entitled to receive cash proceeds equal to, at a
minimum, the
       purchase amount. On page 212, you disclose that these agreements are
structured to
       be settled via the delivery of common and/or preferred shares upon
execution of a
       liquidity event and are not payable in cash or cash equivalents unless a
change of
       control occurs. Please reconcile these statements.
Note 9. Share-Based Compensation Expense, page F-39

47.    Please provide us with an analysis of the valuation of your RSUs over
the past twelve
       months, including the method used for determining fair value and the
nature of the
       material assumptions, whether the valuations were contemporaneous, the
weightings
       applied, the determination of comparable companies, and any discounts.
Relate the
       analysis to key milestones in your development.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 November 7, 2024
Page 9

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Kate Tillan at 202-551-3604 or David Irving at
202-551-3321 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Austin Stanton at 202-551-2197 or Lulu Cheng at 202-551-3811 with any
other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Crypto
Assets
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