SecProbe.io

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.
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 3.

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
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 7.

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
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 27.

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 aga