SecProbe.io

December 19, 2024
Bracebridge Young
Chief Executive Officer
FTAC Emerald Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re:FTAC Emerald Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 27, 2024
File No. 333-282520
Dear Bracebridge Young:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our November 7, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Risk Factors
Risks Related to Fold's Business and Industry
We are subject to an extensive, highly-evolving and uncertain regulatory landscape, page 41
1.Please revise this risk factor to discuss the recent bankruptcy of Synapse Financial
Technologies, Inc. and any material effects on the regulatory environment, including
but not limited to the proposed rulemaking by FDIC relating to recordkeeping
requirements.

December 19, 2024
Page 2
Other Risks Related to Fold's Business and Financial Position
A temporary or permanent blockchain "fork", page 61
2.We note your revised disclosure in response to prior comment 15. Please advise us as
to how you will determine prior to "distribut[ing] such forked assets proportionally to
customers based on their bitcoin holdings" whether the forked assets are "securities"
within the meaning of Section 2(a)(1) of the Securities Act and whether such
distribution has any implications under the federal securities laws.
Information About Fold
Our Products and Services
Rewards Network, page 191
3.We note your response to prior comment 26 and revised disclosures. We also note that
you try to match the cost basis of customer rewards with the cost basis of your
Rewards Treasury, so you typically purchase bitcoin once per day in an amount that
approximates the amount of rewards earned by customers on that day; and that when
the balance of your Rewards Treasury falls below the balance of your corresponding
customer rewards liability, you may utilize excess bitcoin reserves from your
Investment Treasury to fulfill customer liabilities. Please revise to clarify:

•How often you assess the discrepancy between your customer rewards
liability, the balance of your Rewards Treasury, and the balance of your
Investment Treasury; and
•How often you purchase bitcoin with the intention to hold in the Investment
Treasury as long-term investments.
Custody & Trading, page 192
4.Please revise to describe how customers "interact directly through Fold’s mobile
application to buy bitcoin via spot trades, recurring trades, direct deposits, and by
rounding up spare change on Fold Card purchases," and include step-by-step
descriptions and timing of how "[e]ach of those transactions are executed by the user
through Fold’s mobile application and processed via the Bitcoin Service Provider to
which the user is assigned."
5.We note your statement here and throughout that your "Bitcoin Service Providers are
both qualified custodians that offer institutional-grade custody, liquidity, and security
solutions for digital assets, specializing in multi-signature wallets and cold storage
services for bitcoin." Please revise to define the term "qualified custodian."
How Fold Users Access Fold Products and Services, page 193
We note your response to prior comments 6 and 27, and re-issue in part. Please revise
to clarify:

Whether the "funds" that are deposited to or withdrawn from a Fold pre-paid debit
card are denominated in fiat currency and/or bitcoin, and if any portion of the
funds deposited to and withdrawn from the pre-paid debit card are in bitcoin, how
and when the exchange rates are determined, and how and when they are •6.

December 19, 2024
Page 3
converted to fiat currency. In this respect, we note your statement on page 210
that you recently added the ability for users to deposit bitcoin into Fold to use as a
funding method;
•How you offer eligible customers the ability to "insure" bitcoin;
•How your customers buy and sell bitcoin, and identify the bitcoin exchanges
through which such transactions are conducted, including step-by-step
descriptions of the process and timing for buying and selling bitcoin via the
exchanges, and how and when the exchange rates for these transactions are
determined;
•Whether the earned rewards that are available via the “Reward” tab in the Fold
app are denominated only in bitcoin; and
•Which rewards or benefits are available through the "Daily Spin Wheel," whether
they are denominated in fiat currency and/or bitcoin, how you calculate the cost
basis of the rewards if denominated in bitcoin, and how and when they are
deposited into and redeemed from customer accounts.
Regulatory Environment, page 202
7.Please revise this section to describe how you and your Bitcoin Service Providers are
licensed and regulated in relevant jurisdictions, including a more expansive discussion
of the laws and regulations that apply to your businesses and activities.
Fold Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments, page 210
8.Please revise to provide more details as to how you "added support for users from the
state of Texas for [your] bitcoin exchange product."
            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