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                              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
 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.



FirstName LastNameDouglas Listman                           Sincerely,
Comapany NameFTAC Emerald Acquisition Corp.
                                                            Division of
Corporation Finance
December 16, 2022 Page 2                                    Office of Real
Estate & Construction
FirstName LastName