SecProbe.io

CORRESP
 1
 filename1.htm

 Fold Holdings, Inc.

 2942 North 24th Street, Suite 115, #42035

 Phoenix, Arizona 85016

 July 30, 2025

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:

 Fold Holdings, Inc.
 Registration Statement on Form S-1 (File No.
 333-288623)
 Request for Acceleration of Effectiveness Date

 Ladies and Gentlemen,

 In accordance with Rule 461
promulgated under the Securities Act of 1933, as amended, Fold Holdings, Inc. (the " Company ") hereby respectfully
requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 4:00 p.m. Eastern Time,
on August 1, 2025, or as soon as practicable thereafter.

 We request that we be notified
of such effectiveness by a telephone call to Samuel P. Williams, Esq. of Brown Rudnick LLP at (617) 856-8353 and that such effectiveness
also be confirmed in writing. Thank you for your assistance in this matter.

 Very truly yours,

 FOLD HOLDINGS, INC.

 By:
 /s/ Will Reeves

 Will Reeves

 Chief Executive Officer

 cc:
 Wolfe Repass, Fold Holdings, Inc.

 Hailey Lennon, Fold Holdings, Inc.

 Samuel P. Williams, Esq. of Brown Rudnick LLP

 Ivan Chaykovskiy, Esq. of Brown Rudnick LLP

CORRESP
 1
 filename1.htm

 Fold Holdings, Inc.

 2942 North 24th Street, Suite 115, #42035

 Phoenix, Arizona 85016

 VIA EDGAR

 July 28, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549-3561

 Attention: Lulu Cheng and Sandra Hunter Berkheimer

 Re:

 Fold Holdings, Inc.
 Registration Statement on Form S-1
 Filed July 11, 2025
 File No. 333-288623

 Ladies and Gentlemen:

 Set forth below are the responses of Fold Holdings,
Inc. (the " Company ," " we ," " us ," or " our ")
to comments received from the staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities
and Exchange Commission (the " Commission "), by letter dated July 24, 2025, with respect to the Company's
Registration Statement on Form S-1, File No. 333-288623, submitted to the Commission on July 11, 2025 (the " Registration Statement ").
Concurrently with the submission of this letter, we are filing Amendment No. 1 to the Registration Statement (" Amendment No.
1 ").

 For reference purposes, the comments contained
in the Staff's letter dated July 24, 2025 are reproduced below in italics and the corresponding responses are shown below the comments.
All references to page numbers and captions correspond to Amendment No. 1 to the Registration Statement, unless otherwise specified herein.

 Registration Statement on Form S-1 Cover Page

 1.
 We note your disclosure that SZOP "may be" deemed an underwriter. Because the Selling Stockholder, SZOP, is the equity line investor under your Equity Purchase Facility Agreement dated June 16, 2025, please revise your disclosure on the cover page and page 153 to name SZOP as an underwriter for this offering. Please refer to Securities Act C&DI 139.13.

 RESPONSE : The Company
respectfully acknowledges the Staff's comment and has revised its disclosure on the Cover Page of Amendment No. 1.

 * * * * *

 Please direct any questions that you have with
respect to the foregoing, or if any additional supplemental information is required by the Staff, to Samuel P. Williams at swilliams@brownrudnick.com
or Ivan Chaykovskiy at ichaykovskiy@brownrudnick.com, each of Brown Rudnick, LLP.

 Very truly yours,

 FOLD HOLDINGS, INC.

 By:
 /s/ Will Reeves

 Name:
 Will Reeves

 Title:
 Chief Executive Officer

 Enclosures

 cc:
 Will Reeves

 Hailey Lennon

 Samuel P. Williams

 Ivan Chaykovskiy

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Will Reeves
Chief Executive Officer
Fold Holdings, Inc.
2942 North 24th Street, Suite 115, #42035
Phoenix, Arizona 85016

 Re: Fold Holdings, Inc.
 Registration Statement on Form S-1
 Filed July 11, 2025
 File No. 333-288623
Dear Will Reeves:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe our 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-1
Cover Page

1. We note your disclosure that SZOP "may be" deemed an underwriter.
Because the
 Selling Stockholder, SZOP, is the equity line investor under your Equity
Purchase
 Facility Agreement dated June 16, 2025, please revise your disclosure on
the cover
 page and page 153 to name SZOP as an underwriter for this offering.
Please refer to
 Securities Act C&DI 139.13.
 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.
 July 24, 2025
Page 2

 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 Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at
202-551-
3758 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Fold Holdings, Inc.

 11201 North Tatum Blvd., Suite
300, Unit 42035

 Phoenix, AZ 85028

 April 8, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Fold Holdings, Inc.

 Registration Statement on Form S-1

 File No. 333-286294

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C of
the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of
the above-referenced Registration Statement on Form S-1 (the "Registration Statement") of Fold Holdings, Inc. We respectfully
request that the Registration Statement become effective as of 5:30 p.m. Eastern Time on April 10, 2025, or as soon as practicable thereafter.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP,
by calling Ryan Maierson at (713) 546-7420.

 Thank you for your assistance in this matter.

 Very truly yours,

 FOLD HOLDINGS, Inc.

 By:
 /s/ Will Reeves

 Will Reeves

 Chief Executive Officer

 cc: Wolfe Repass, Fold Holdings, Inc.

 Ryan Maierson, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 8, 2025

Will Reeves
Chief Executive Officer
Fold Holdings, Inc.
11201 North Tatum Blvd., Suite 300, Unit 42035
Phoenix, AZ 85028

 Re: Fold Holdings, Inc.
 Registration Statement on Form S-1
 Filed April 1, 2025
 File No. 333-286294
Dear Will Reeves:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact John Dana Brown at 202-551-3859 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Ryan Maierson
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    FTAC Emerald Acquisition Corp.
    Fold, Inc.

    2929 Arch Street, Suite 1703
    11201 North Tatum Blvd., Suite 300, Unit 42035

    Philadelphia, PA 19104
    Phoenix, Arizona 85028

January 22, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N. E.

Washington, D.C. 20549

    Re:

    FTAC Emerald Acquisition Corp. and Fold, Inc.

    Registration Statement on Form S-4

    Filed October 7, 2024, as amended

    File No. 333-282520

To Whom It May Concern:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, FTAC Emerald Acquisition Corp. and Fold, Inc. (together, the “Registrants”) hereby request acceleration
of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 PM eastern time on Thursday,
January 23, 2025, or as soon as practicable thereafter. Please notify counsel to the Registrants, Derick Kauffman of Stevens & Lee,
PC at 610-205-6038 and Ryan Maierson of Latham & Watkins LLP at 713-546-7420, of the time of effectiveness.

    Very truly yours,

    FTAC Emerald Acquisition Corp.

    /s/ Bracebridge H. Young, Jr.

    Bracebridge H. Young, Jr.

Chief Executive Officer

    Fold, Inc.

    /s/ Will Reeves

    Will Reeves

Chief Executive Officer

cc: Ryan Maierson, Latham & Watkins LLP

  Derick Kauffman,
Stevens & Lee, PC

CORRESP
1
filename1.htm

January 14, 2025

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.

Amendment No. 2 to Registration Statement
on Form S-4

Filed December 23, 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”) communicated in
its letter dated January 13, 2025 (the “Comment Letter”) 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 and amended on November 27, 2024, and December 23, 2024. Concurrently with the delivery of this letter to the Staff,
the Company has publicly filed Amendment No. 3 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 Comment Letter 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.

Amendment No. 2 to Registration Statement on Form S-4 filed December
23, 2024

Risk Factors

Risks Related to Bitcoin

A temporary or permanent blockchain
“fork”, page 62

    1.

    We note your response to prior comment 2 and related disclosure.
    Please explain the basis for your determination that it will be the responsibility of the Bitcoin Service Providers to make any determination
    with respect to whether any forked assets are ’securities’ within the meaning of Section 2(a)(1) of the Securities Act
    and the implications under federal securities laws of any distribution thereof, including without limitation the nature of the contractual
    relationships between and/or among you, your customers, and the Bitcoin Service Providers. Please further revise to disclose the risks
    to and liabilities of the Bitcoin Service Providers and/or

    Fold relating to such determination, and describe in greater
    detail the steps that Fold will take to ensure that any actions are in compliance with federal securities laws.

Response: The Staff’s comment is noted. The
Company respectfully advises the Staff that any forked assets corresponding to bitcoin custodied on behalf of Fold customers would be
held initially by the Bitcoin Service Provider responsible for such custodied bitcoin. Accordingly, Fold’s determination that the
Bitcoin Service Providers, and not Fold, will be primarily responsible for determining whether a forked asset is a “security”
within the meaning of Section 2(a)(1) of the Securities Act and the related implications under federal securities laws of any distribution
thereof, is based on the premise that such determination should be made prior to any transfer or distribution by a Bitcoin Service
Provider of a forked asset to Fold to ensure compliance with applicable law. Said differently, any determination by Fold with respect
to whether a forked asset held by Fold is a “security” will have occurred following a transfer or distribution of such forked
asset from a Bitcoin Service Provider to Fold, as Fold does not hold directly any bitcoin on behalf of Fold or its customers. While the
Bitcoin Service Providers will be at the forefront of assessing steps to ensure legal compliance with respect to forked assets, Fold will
actively monitor and assess any such situation to protect Fold and its customers. To that end, the Company has revised the Amended Registration
Statement in response to the Staff’s comment to disclose the risks and liabilities relating to such determination and describe in
greater detail the steps that Fold will take to ensure that any actions are in compliance with federal securities laws. Please see the
updated disclosure beginning on page 65 of the Amended Registration Statement.

January 14, 2025

Page 2

Information About Fold

Our Products and Services

Custody & Trading, page
192

    2.

    We note your response to prior comment 5. Please revise your disclosure
    to specify which applicable state banking, payments or trust laws the Bitcoin Service Providers are qualified under, to custody digital
    assets.

    Response: The Company has revised the Amended Registration Statement
    in response to the Staff’s comment. Please see the updated disclosure beginning on pages 195 and 202 of the Amended Registration
    Statement.

How Fold Users Access Fold Products and Services, page 193

    3.
    We note your response to prior comment 6 and re-issue in part. We also note your revised disclosure that “[t]he custodial partners then process the trade using their own technology and liquidity partners.” Please revise to confirm whether the “custodial partners” are the Bitcoin Service Providers and if not, the identities of these custodial partners, identify the bitcoin exchanges and liquidity partners through which your customers’ purchase and sale transactions are conducted, including step-by-step descriptions of the process and timing for buying and selling bitcoin via the exchanges and liquidity partners, and how and when the exchange rates for these transactions are determined. Please also reconcile your statement here that “[a]ll funds deposited to, spent on, or withdrawn from the Fold Card are in USD,” with your statement on page 212 that “[i]n October 2024 [you] added the ability for eligible users to deposit bitcoin into Fold.”

    Response: The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see the updated disclosure beginning on page 196 of the Amended Registration Statement.

January 14, 2025

Page 3

Any comments or questions regarding the foregoing
should be directed to the Company’s counsel, Derick Kauffman, at 610-205-6038. Thank you in advance for your cooperation in connection
with this matter.

    Very truly yours,

    /s/ Bracebridge H. Young, Jr.

    Bracebridge H. Young, Jr.

    President and Chief Executive Officer

    cc:
    (via email)

    Ryan Maierson, Latham & Watkins LLP

Derick Kauffman, Stevens & Lee PC

January 13, 2025
Bracebridge Young
Chief Executive Officer
FTAC Emerald Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re:FTAC Emerald Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 23, 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 December 19, 2024
letter.
Amendment No. 2 to Registration Statement on Form S-4
Risk Factors
Risks Related to Bitcoin
A temporary or permanent blockchain "fork", page 62
We note your response to prior comment 2 and related disclosure. Please explain the
basis for your determination that it will be the responsibility of the Bitcoin Service
Providers to make any determination with respect to whether any forked assets are
‘securities’ within the meaning of Section 2(a)(1) of the Securities Act and the
implications under federal securities laws of any distribution thereof, including
without limitation the nature of the contractual relationships between and/or among
you, your customers, and the Bitcoin Service Providers. Please further revise to 1.

January 13, 2025
Page 2
disclose the risks to and liabilities of the Bitcoin Service Providers and/or
Fold relating to such determination, and describe in greater detail the steps that Fold
will take to ensure that any actions are in compliance with federal securities laws.
Information About Fold
Our Products and Services
Custody & Trading, page 192
2.We note your response to prior comment 5. Please revise your disclosure to specify
which applicable state banking, payments or trust laws the Bitcoin Service Providers
are qualified under, to custody digital assets.
How Fold Users Access Fold Products and Services, page 193
3.We note your response to prior comment 6 and re-issue in part. We also note your
revised disclosure that "[t]he custodial partners then process the trade using their own
technology and liquidity partners." Please revise to confirm whether the "custodial
partners" are the Bitcoin Service Providers and if not, the identities of these custodial
partners, identify the bitcoin exchanges and liquidity partners through which your
customers' purchase and sale transactions are conducted, including step-by-step
descriptions of the process and timing for buying and selling bitcoin via the exchanges
and liquidity partners, and how and when the exchange rates for these transactions are
determined. Please also reconcile your statement here that "[a]ll funds deposited to,
spent on, or withdrawn from the Fold Card are in USD," with your statement on page
212 that "[i]n October 2024 [you] added the ability for eligible users to deposit bitcoin
into Fold."
            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
cc:Derick Kauffman

CORRESP
1
filename1.htm

December 23, 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.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed November 27, 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”) communicated in
its letter dated December 19, 2024 (the “Comment Letter”) 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 and amended on November 27, 2024. Concurrently with the delivery of this letter to the Staff, the Company has publicly
filed Amendment No. 2 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 Comment Letter 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.

Amendment No. 1 to Registration Statement on Form S-4 filed November
27, 2024

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.

Response: The Company has revised the Amended Registration
Statement in response to the Staff’s comment. Please see the updated disclosure beginning on page 42 of the Amended Registration
Statement.

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.

Response: The Staff’s comment is noted. The Company
respectfully advises the Staff that because any forked assets would be managed by the Bitcoin Service Providers, it will be the responsibility
of the Bitcoin Service Providers, and not Fold, to make any determination with respect to whether any forked assets are “securities”
within the meaning of Section 2(a)(1) of the Securities Act and the implications under federal securities laws of any distribution thereof.
The Company further advises the Staff that to the extent Fold’s involvement is requested by a Bitcoin Service Provider in connection
with any forked assets, Fold would take steps to seek to ensure that any actions it may take would be in compliance with applicable law,
including federal securities laws. Please see the updated disclosure on page 62 of the Amended Registration Statement.

December 23, 2024

Page 2

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

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

 ● How often you purchase bitcoin with the intention to
hold in the Investment Treasury as long-term investments.

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

Custody and 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.”

Response: The Company has revised the Amended Registration
Statement in response to the Staff’s comment. Please see the updated disclosure beginning on page 193 of the Amended Registration
Statement.

    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.”

Response: The Company has revised the Amended Registration
Statement in response to the Staff’s comment to clarify that the Bitcoin Service Providers are each qualified under applicable state
banking, payments or trust laws to custody digital assets. Please see the updated disclosure on pages 192, 199 and 224 of the Amended
Registration Statement.

December 23, 2024

Page 3

How Fold Users Access Fold Products and Services, page 193

    6.
    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 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;

Response: The Company has revised the Amended Registration
Statement in response to the Staff’s comment. Please see the updated disclosure beginning on page 193 of the Amended Registration
Statement.

    ●
     How
    you offer eligible customers the ability to “insure” bitcoin;

Response: The Company has revised the Amended Registration
Statement in response to the Staff’s comment to remove references to “insured bitcoin” to clarify that Fold’s
involvement in customers’ insurance of bitcoin is limited to the insurance coverage provided through BitGo. Please see the updated
disclosure on pages 109 and 214 of the Amended Registration Statement.

 ● 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;

Response: The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see the updated disclosure beginning on page 193 of the Amended Registration Statement.

 ● Whether the earned rewards that are available via the “Reward”
tab in the Fold app are denominated only in bitcoin; and

Response: The Company
has revised the Amended Registration Statement in response to the Staff’s comment. Please see the updated disclosure beginning
on page 193 of the Amended Registration Statement.

 ● 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.

Response: The Company has revised the Amended Registration
Statement in response to the Staff’s comment. Please see the updated disclosure beginning on page 193 of the Amended Registration
Statement.

December 23, 2024

Page 4

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.

Response: The Company has revised the Amended Registration
Statement in response to the Staff’s comment. Please see the updated disclosure beginning on page 205 of the Amended Registration
Statement.

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.”

Response: The Company has revised the Amended Registration
Statement in response to the Staff’s comment. Please see the updated disclosure beginning on page 212 of the Amended Registration
Statement.

* * *

December 23, 2024

Page 5

Any comments or questions regarding the foregoing
should be directed to the Company’s counsel, Derick Kauffman, at 610-205-6038. Thank you in advance for your cooperation in connection
with this matter.

    Very truly yours,

    /s/ Bracebridge H. Young, Jr.

    Bracebridge H. Young, Jr.

    President and Chief Executive Officer

    cc:
    (via email)

    Ryan Maierson, Latham & Watkins LLP

    Derick Kauffman, Stevens & Lee PC

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

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

November 22, 2024
Bracebridge Young
Chief Executive Officer
FTAC Emerald Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re:FTAC Emerald Acquisition Corp.
Preliminary Proxy on Schedule 14A
Filed November 8, 2024
Revised Preliminary Proxy on Schedule 14A
Filed November 21, 2024
File No. 001-41168
Dear Bracebridge Young:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Derick Kauffman

November 21, 2024
Bracebridge Young
Chief Executive Officer
FTAC Emerald Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re:FTAC Emerald Acquisition Corp.
Preliminary Proxy on Schedule 14A
Filed November 8, 2024
File No. 001-41168
Dear Bracebridge Young:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy on Schedule 14A filed November 8, 2024
Risk Factors
In the event the Amendment Proposals are approved and the Charter Amendment is effected,
Nasdaq may delist our securities from trading . . ., page 13
We note that you are seeking to extend your termination date to a date beyond
December 20, 2024, a date which would be greater than 36 months from your initial
public offering. We also note that you are currently listed on Nasdaq and that Nasdaq
Rule 5815 was amended effective October 7, 2024 to provide for the immediate
suspension and delisting upon issuance of a delisting determination letter for failure to
meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business
combinations within 36 months of the date of effectiveness of its IPO registration
statement. Please revise to state that your securities will face immediate suspension
and delisting action once you receive a delisting determination letter from Nasdaq
after the 36-month window ends on December 20, 2024. Please disclose the risks of
non-compliance with this rule, including that under the new framework, Nasdaq may
only reverse the determination if it finds it made a factual error applying the
applicable rule. In addition, please also disclose the consequences of any such 1.

November 21, 2024
Page 2
suspension or delisting, including that your stock may be determined to be a penny
stock and the consequences of that designation, that you may no longer be attractive
as a merger partner if you are no longer listed on an exchange, any potential impact on
your ability to complete an initial business combination, any impact on the market for
your securities including demand and overall liquidity for your securities, and any
impact on securities holders due to your securities no longer being considered
"covered securities."
            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.
            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
cc:Derick Kauffman

CORRESP
1
filename1.htm

November 21, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Austin Stanton

    Lulu Cheng

 Re: FTAC Emerald Acquisition Corp.

Preliminary Proxy on Schedule 14A

Filed November 8, 2024

File No. 001-41168

To the addressees set forth above:

On behalf of FTAC Emerald Acquisition Corp. (the “Company”),
set forth below is the Company’s response to the comment of the Staff (the “Staff”) relating to the Preliminary
Proxy on Schedule 14A (the “Preliminary Proxy”), initially publicly filed with the Securities and Exchange Commission
(the “Commission”) on November 8, 2024. Concurrently with the delivery of this letter to the Staff, the Company
has publicly filed Amendment No. 1 to the Preliminary Proxy (the “Amended Preliminary Proxy”) with the
Commission through its EDGAR system.

For ease of review, we have set forth below the numbered comment from the Staff’s comment letter to the Preliminary Proxy, received
on November 21, 2024, in bold type followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used
herein have the meanings assigned to them in the Amended Preliminary Proxy.

Preliminary Proxy on Schedule 14A filed November 8, 2024

Risk Factors

In the event the Amendment Proposals are approved and the Charter Amendment is effected, Nasdaq may delist our securities from trading.
. . page 13

 1. We note that you are seeking to extend your termination date to a date beyond December 20, 2024, a date which would be greater
than 36 months from your initial public offering. We also note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was amended
effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for
failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of the date
of effectiveness of its IPO registration statement. Please revise to state that your securities will face immediate suspension and delisting
action once you receive a delisting determination letter from Nasdaq after the 36-month window ends on December 20, 2024. Please disclose
the risks of non-compliance with this rule, including that under the new framework, Nasdaq may only reverse the determination if it finds
it made a factual error applying the applicable rule. In addition, please also disclose the consequences of any such suspension or delisting,
including that your stock may be determined to be a penny stock and the consequences of that designation, that you may no longer be attractive
as a merger partner if you are no longer listed on an exchange, any potential impact on your ability to complete an initial business combination,
any impact on the market for your securities including demand and overall liquidity for your securities, and any impact on securities
holders due to your securities no longer being considered "covered securities."

Response: In response to the Staff’s
comment, the Company has revised the Nasdaq-related risk factors in the Amended Preliminary Proxy. Please see pages 13-14 of the Amended
Preliminary Proxy.

* * *

November 21, 2024

Page 2

Any comments or questions regarding the foregoing
should be directed to the Company’s counsel, Derick Kauffman, at 610-205-6038. Thank you in advance for your cooperation in connection
with this matter.

    Very truly yours,

    /s/ Bracebridge H. Young, Jr.

    Bracebridge H. Young, Jr.

    President and Chief Executive Officer

    cc:
    (via email)

    Derick Kauffman, Stevens & Lee PC

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

United States securities and exchange commission logo
December 19, 2022
Douglas Listman
Chief Financial Officer
FTAC Emerald Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re:FTAC Emerald Acquisition Corp.
Form 10-K for the fiscal year ended December 31, 2021
Filed March 22, 2022
File No. 001-41168
Dear Douglas Listman:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

December 16, 2022

VIA EDGAR TRANSMISSION

Peter McPhun

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

 Re: FTAC Emerald Acquisition Corp.

Form 10-K for the fiscal year ended December 31, 2021

Filed March 22, 2022

File No. 001-41168

Dear Mr. McPhun:

On behalf of FTAC Emerald Acquisition Corp., a
Delaware corporation (the “Company”), we submit this letter in response to the comment of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) contained in its letter dated December 16, 2022 relating
to the Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission by the Company on March 22, 2022.

Set forth below is the Company’s response
to the Staff’s comment.  For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the
Company’s response.

Form 10-K filed March 22, 2022

General

 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S.
person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability
to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial
business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets
with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination
and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an
example of your intended disclosure in your response.

The Company confirms that neither of its sponsors, Emerald
ESG Sponsor, LLC, and Emerald ESG Advisors, LLC, is, is controlled by, or has substantial ties with, a non-U.S. person. As a result, the
Company is not including any sample disclosure in its response.

*     *     *     *     *

If you have any questions regarding this letter,
please contact Derick Kauffman, the Company’s legal counsel, at (215) 731-9450.

    Sincerely yours,

    /s/ Douglas Listman

    Douglas Listman

    Chief Financial Officer

    FTAC Emerald Acquisition Corp.

cc: Derick Kauffman, Esquire

Ledgewood, PC

United States securities and exchange commission logo
December 16, 2022
Douglas Listman
Chief Financial Officer
FTAC Emerald Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re:FTAC Emerald Acquisition Corp.
Form 10-K for the fiscal year ended December 31, 2021
Filed March 22, 2022
File No. 001-41168
Dear Douglas Listman:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K filed March 22, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined

 FirstName LastNameDouglas Listman
 Comapany NameFTAC Emerald Acquisition Corp.
 December 16, 2022 Page 2
 FirstName LastName
Douglas Listman
FTAC Emerald Acquisition Corp.
December 16, 2022
Page 2
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
            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.
            You may contact Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

FTAC EMERALD ACQUISITION CORP.

2929 Arch Street, Suite 1703

Philadelphia, PA 19104

December 13, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cheryl Brown

    Re:
    FTAC Emerald Acquisition Corp.

    Registration Statement on Form S-1, as Amended

    Filed: November 22, 2021

    File No. 333-261254

Dear Cheryl Brown:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, FTAC Emerald Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. EST on December 15, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Bracebridge H. Young, Jr.

    Bracebridge H. Young, Jr.

    Chief Executive Officer

    cc:
    McDermott Will & Emery LLP

Winston & Strawn LLP

CORRESP
1
filename1.htm

December 13, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:        Cheryl Brown

 Re: FTAC Emerald Acquisition Corp.

Registration Statement on Form S-1, as Amended

File No. 333-261254

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of FTAC Emerald Acquisition
Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at
4:00 p.m., Eastern Time, on December 15, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside
counsel, McDermott Will & Emery LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations under the
1933 Act, the undersigned advise that approximately 2,250 copies of the Preliminary Prospectus dated December 3, 2021, are expected to
be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that the underwriter has complied and will
continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

 Very truly yours,

  GOLDMAN SACHS & CO. LLC

  By: /s/ Olympia McNerney

  Name: Olympia McNerney

  Title: Managing Director

[Signature Page to Underwriter’s Acceleration
Request Letter]

United States securities and exchange commission logo
November 8, 2021
Bracebridge Young
President and Chief Executive Officer
Emerald ESG Acquisition Corp
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re:Emerald ESG Acquisition Corp
Draft Registration Statement on Form S-1
Submitted October 21, 2021
CIK No. 0001889123
Dear Mr. Young:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Cheryl Brown, Law Clerk, at 202-551-3905 or Loan Lauren Nguyen,
Legal Branch Chief, at 202-551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ari Edelman