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

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
 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