SecProbe.io

CORRESP
1
filename1.htm

November 26, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington,
D.C. 20549-6010

    Attention:
    Kate Tillan

    David Irving

    Austin Stanton

    Lulu Cheng

 Re: FTAC
                                            Emerald Acquisition Corp.

Registration
Statement on Form S-4

Filed
October 7, 2024

File
No. 333-282520

To
the addressees set forth above:

On
behalf of FTAC Emerald Acquisition Corp. (the “Company”), set forth below are the Company’s responses
to the comments of the Staff (the “Staff”) relating to the Registration Statement on Form S-4 (the “Registration
Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on
October 7, 2024. Concurrently with the delivery of this letter to the Staff, the Company has publicly filed Amendment No. 1 to the
Registration Statement on Form S-4 (the “Amended Registration Statement”) with the Commission through
its EDGAR system.

For
ease of review, we have set forth below each of the numbered comments from the Staff’s comment letter to the Registration Statement,
received on November 7, 2024, in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Amended Registration Statement.

 November
                                            26, 2024

Page 2

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.

Response:
The Staff’s comment is noted. We confirm that all missing or bracketed information in the Registration Statement will be incorporated
in a complete, subsequent amendment prior to effectiveness of the Registration Statement. We confirm that we understand the Staff will
need sufficient time to review this information and 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.

Response:
The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has filed a tax opinion of the Company’s
counsel as Exhibit 8.1 to the Amended Registration Statement.

 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 dilution to the equity of non-redeeming
                                            shareholders. Refer to Item 1604(b)(4) of Regulation S-K.

Response:
The Company has revised the Amended Registration Statement in response
to the Staff’s comment. Please see the updated disclosure beginning on page iv of the Amended Registration Statement.

 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.

Response:
The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see the updated disclosure
beginning on page 232 of the Amended Registration Statement.

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.

Response:
The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see page 2 of the Amended
Registration Statement.

 November
                                            26, 2024

Page 3

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;

Response:
The Company has revised the Amended Registration Statement in response to the Staff’s comment to clarify that Fold partners with
third-party service providers Fortress Trust LLC and BitGo Trust Company Inc., collectively the “bitcoin service providers”,
to offer bitcoin exchange and custody services. Please see pages 11, 22, and 191 of the Amended Registration Statement.

 ● Which
                                            “Fold products and services” are available in the U.S. through the Fold
                                            mobile app; and

Response:
The Company has revised the Amended Registration Statement in response to the Staff’s comment to specify that each of Fold’s
products and services are available in the United States. Please see pages 11 and 22 of the Amended Registration Statement.

 ● 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).

Response:
The Company has revised the Amended Registration Statement in response to the Staff’s comment as follows:

 ● We
                                            have further discussed how we offer eligible customers the ability to buy, sell, store, insure,
                                            and withdraw bitcoin on pages 191-192 of the Amended Registration Statement.

 ● We
                                            have further discussed how we earn revenue via transaction fees and transaction spread on
                                            page 211 of the Amended Registration Statement.

 ● We
                                            have further discussed the terms and provisions of the insured custody product on pages 49,
                                            191 and 221 of the Amended Registration Statement.

November
                                            26, 2024

Page 4

Additionally,
please include step-by-step descriptions of how a customer accesses your various products and services through the Fold mobile app.

Response:
The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see page 192 of the Amended
Registration Statement.

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 that may occur, including sources not referenced
                                            in the table. Refer to Item 1604(c) of Regulation S-K.

Response:
The Company has revised its disclosure on page 26 of the Amended
Registration Statement in response to the Staff’s comment to include an additional column for a 25% redemption scenario. The Company
notes that the maximum redemption scenario described is already less than 50% due to certain net tangible asset requirements as described
within the Merger Agreement. Additionally, the Company has updated its disclosures on pages 111 – 119 of the Amended Registration
Statement to reflect this additional 25% redemption scenario throughout the Article 11 unaudited condensed combined pro forma financial
statements and elsewhere throughout the Amended Registration Statement. The Company has also revised its disclosure on page 97 of the
Amended Registration Statement outside of the table to describe each material potential source of future dilution that may occur, which
include the public and private warrants issued by the Company. All other potentially dilutive securities of the Company and of Fold have
been reflected within the ownership table.

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.

Response:
The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see page 52 of the Amended
Registration Statement.

 November
                                            26, 2024

Page 5

 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.

Response:
The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see pages 49-52 of the
Amended Registration Statement for revisions related to bitcoin custody arrangements.

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.”

Response:
The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see page 49 of the Amended
Registration Statement for revisions related to Fold’s proprietary bitcoin custody arrangements.

 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 “co