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.

 

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[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]