SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* COHEN BETSY Z (Last) (First) (Middle) C/O FTAC EMERALD ACQUISITION CORP. 2929 ARCH STREET, SUITE 1703 (Street) PHILADELPHIA PA 19104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/15/2021	3. Issuer Name and Ticker or Trading Symbol FTAC Emerald Acquisition Corp. [ EMLDU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $0.0001	(1)	(1)	Class A Common Stock	8,763,333(2)	(1)	I	footnote(2)(3)

Explanation of Responses:

1. As described in FTAC Emerald Acquisition Corp.'s (the "Issuer") registration statement on Form S-1 (File No. 333-261254), as amended (the "Registration Statement") and as described in the section entitled "Description of Securities," the Class B common stock and private placement shares will automatically convert into shares of Class A common stock upon the consummation of our initial business combination on a one-for-one basis, subject to adjustment, and have no expiration date.

2. These shares represent the Class B Common Stock held by Emerald ESG Sponsor, LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. The Class B Common Stocked owned by the Sponsor includes up to 1,133,333 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the registrant's securities do not exercise their over-allotment option in full as described in the registrant's registration statement.

3. The reporting person is the managing member of Emerald ESG Sponsor, LLC LLC, a Delaware limited liability company. As such, the reporting person has voting and investment discretion with respect to the common stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor and disclaims any beneficial ownership of the reported common stock other than to the extent of any pecuniary interest she may have therein, directly or indirectly.

	/s/Betsy Cohen	12/15/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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