Business combinations

2. In your compensation table here and on pages 12 and 109, and on the cover page, please revise to include both the anti-dilution adjustment of the founder shares upon conversion at the time of the business combination and any other adjustment to maintain the 20% founder share interest in the event of a change in the size of the offering. Lastly, please revise the table to reflect that in addition to the sponsor, an affiliate of the sponsor may be paid a salary or fee in an amount that constitutes a market standard for comparable transactions in connection with the business combination. See Items 1602(a)(3), 1602(b)(6) and 1603(a)(6) of Regulation S-K.

1. We note your disclosure that pursuant to a letter agreement, your sponsor, officers and directors have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of an initial business combination and shareholder vote to approve an amendment to your charter. Please disclose whether consideration (in cash or in other form of value) was provided in exchange for the agreement by these parties to waive redemption rights. Refer to Item 1603(a)(8) of Regulation S-K.

3. We note your revised disclosure in response to prior comment 11. We further note that the date of April 14, 2023, which you disclose your payments enabled you to extend the period of time to consummate the initial Business Combination has remained the same. Further, we note the three dates that you made payments to extend the period of time are subsequent to this date of April 14, 2023. We repeat our prior comment to advise or revise accordingly if this extended date is correct.

1. Please revise your cover page to disclose the date by which you must complete the business combination or liquidate. Please also disclose the per share merger consideration as of a recently practicable date.

3. We note your disclosure that BLAC is actively pursuing entering into one or more subscription agreements with certain institutional and accredited investors pursuant to which investors will agree to purchase, prior to or substantially concurrently with the closing of the Business Combination, debt or preferred securities issuable by BLAC and/or OSR Holdings convertible into BLAC Common Stock, for aggregate gross proceeds of at least $50,000,000. Please revise to disclose the status of any negotiations related to these subscription agreements and the material terms considered for this PIPE financing, and disclose whether the Sponsor or any BLAC or OSR affiliates will participate in the financing. Please also disclose the expected ownership in the post-combination company of the PIPE investors, the price per share to be paid by the PIPE investors, and highlight material differences in…

6. We note your disclosure on page 51 that “On November 9, 2023, at a special meeting of the BLAC stockholders, BLAC stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to extend the period of time in which BLAC must complete its initial business combination,” and that “in connection with the special meeting, holders of 3,432,046 shares of BLAC Common Stock elected to redeem such shares for a per share redemption price of approximately $10.49, resulting in an aggregate reduction of the amount in the Trust Account by $35,995,727.58.” Please revise your filing to prominently disclose the details of this special meeting, including the percentage of shares outstanding that were redeemed in connection with the meeting, and the relevant reduction in the Trust Account.

7. We note your disclosure that the BLAC Board will obtain a fairness opinion from a financial advisory firm as a condition to the closing of the Business Combination. Please revise throughout the registration statement to disclose the firm providing the fairness opinion and the material terms of the fairness opinion, including the underlying methodologies and assumptions relied upon therein. Please also file the fairness opinion, including the consent of the financial advisory firm, as an exhibit to this registration statement. Refer to Item 601(b)(99) of Regulation S-K. Finally, please revise your disclosure to describe how the board intends to consider the fairness opinion in making its recommendation that shareholders approve the business combination transaction, including why the board determined to recommend the transaction prior to obtaining the fairness opinion.

8. Please revise the table illustrating varying ownership levels in BLAC Common Stock immediately following the consummation of the Business Combination to include pro forma combined figures for a range of redemption scenarios, and assuming the exercise and conversion of all securities, including that all BLAC warrants to purchase BLAC Common Stock that will be outstanding immediately following closing have been exercised, BLAC rights have been converted to shares of BLAC Common Stock and equity awards have been issued under the Omnibus Plan.

10. Please revise, here and throughout the registration statement, to disclose the following: • whether the Sponsor was granted any consideration or incentive to agree not to redeem any shares of BLAC Common Stock held by it in connection with a stockholder vote to approve the Business Combination; • the price per share paid by the Sponsor for the 1,725,000 shares of BLAC Common Stock and 430,000 private placement units; and • the amount previously loaned by the Sponsor and Bellevue Capital Management LLC to BLAC to fund operating and transaction expenses in connection with the proposed Business Combination, and whether the parties have any conversion rights with respect to these loans. In addition, we note your disclosure that Mr. Hwang, BLAC’s Chief Executive Officer and a Director, is the Chief Executive Officer and Chairman of the Board of OSR Holdings. Please revise your cover page…

13. We note your disclosure that “[b]efore reaching its decision, the BLAC Board reviewed the results of the due diligence conducted by the BLAC management and advisors on OSR Holdings.” Please revise to further discuss any material findings from the due diligence conducted by BLAC management and advisors, and how these findings were considered by the BLAC Board when deciding to approve the Business Combination. Please also identify the advisors in your disclosure.

14. Please revise your ownership structure charts, both prior to and after the Business Combination, to include the ownership percentage in each entity. Please also refrain from using solid lines when depicting subsidiaries that are not controlled or majority owned.

16. We note your disclosure that in connection with the Business Combination, holders of BLAC’s common stock issued prior to the BLAC IPO and in the private placement have agreed to vote their shares in favor of the Business Combination. Please revise this risk factor to disclose these holders, including the Sponsor. Please also disclose whether these shareholders received any compensation for their agreement to vote their shares in favor of the Business Combination. Make conforming changes throughout your filing, including to your “Vote of Initial Stockholder” disclosure on page 125.

19. We note your disclosure that because you may be considered a foreign person under CFIUS regulations, the proposed business combination may fall within the scope of a covered transaction and be subject to CFIUS review jurisdiction. Please revise your cover page and disclosure throughout the registration statement to note that the transaction may be subject to CFIUS review because BLAC’s sponsor is controlled by and has substantial ties with non-U.S. persons. Please also reconcile your disclosure in this risk factor with your disclosure on page 38 stating that “[n]one of BLAC and OSR Holdings is aware of any material regulatory approvals or actions that are required for completion of the Business Combination.”

22. We note your disclosure that “LBV and OSR Holdings expect to enter into negotiations to make additional investments into [Roca Therapeutics, CARLA Biotherapeutics, Kekkan Biologics, and Elikya Therapeutics] (with the goal of acquiring a controlling interest) following the Closing of the Business Combination.” We also note your disclosure on page 139 that “Mr. Sellam said that he was confident LBV could convince the founders of each company to let OSR Holdings acquire majority stakes in their respective companies.” Please advise, and revise your disclosure as applicable, whether you have entered into any non-binding LOIs or discussions with these companies. Please also discuss your basis for the determination that LBV could convince the founders of Roca Therapeutics, CARLA Biotherapeutics, Kekkan Biologics, and Elikya Therapeutics to let OSR Holdings acquire majority stakes in their…

27. You disclosed your basis for the expected accounting treatment for the Business Combination at page 38 and elsewhere in the filing, including considerations of voting power, senior management and the relative size of entities. Please provide us a more detailed analysis under ASC 805-10-55-11 through ASC 805-10-55-15 to further elaborate your basis for such expected accounting. Specifically address the composition of the governing body of the combined entity in terms of whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity. We also note that the post merger management seem to be comprised of mostly senior management from Landmark BioVentures AG. Revise your pro forma presentation to include an updated disclosure of your accounting basis.

30. We see that it is a condition to closing under the Business Combination Agreement that at least $5,000,001 remain after payment of all requested redemptions by your public stockholders and that you currently do not have any PIPE Financing. In this regard, we see that cash would be negative in the maximum redemption scenario. Please revise to disclose what consideration was given to this in the maximum redemption scenario.

31. We note your disclosure that “Mr. Hwang was at all times mindful of his dual roles with BLAC and OSR Holdings and took necessary precautions and made reasonable efforts to avoid participating in decisions made on behalf of BLAC or OSR Holdings,” and that “[t]hese measures included, without limitation, the formation by BLAC of an M&A Committee, from which Mr. Hwang was recused, and through which approval would be sought to pursue any business combination transaction.” Please revise your disclosure here to clarify when OSR Holdings was “introduced” to BLAC, including in relation to when the M&A Committee was formed. In addition, please revise your disclosure to further discuss how Mr. Hwang remained a neutral and balanced advocate for both parties. As a related matter, we note the list of names disclosed on page 131, including Messrs. Jun Chul Whang and Thomas Shin. Please revise to…

33. We note your disclosure on page 136 that “while BLAC had initiated a search for a target company with which to conduct a business combination, BLAC would also simultaneously pursue the possibility of conducting a business combination with OSR Holdings... [which] was discussed in the context of OSR Holdings’ historical plans from early 2020 for OSR Holdings to lead an effort to take Vaximm AG, a Swiss biotech company, public on the Korean stock exchange.” Please revise to disclose the extent to which Mr. Hwang was involved in these historical plans and whether OSR had considered entering into a business combination with a shell corporation prior to BLAC’s IPO. In your revised disclosure, please clarify the date that Mr. Hwang requested that OSR Holdings’ management carefully consider a business combination with BLAC as an alternative way of taking OSR Holdings public, and on NASDAQ…

35. We note your disclosure on page 142 that “[o]n a video conference held on June 12, 2023 between Mr. Hwang and OSR Holdings, Sung Jae Yu, COO and Director of OSR presented to the participants on the call the valuation reports on OSR Holdings subsidiaries prepared by third-party experts in the field of biopharma valuation from Switzerland and Korea. Mr. Yu explained why he believed the proposed business combination would be beneficial to BLAC stockholders, considering the market capitalization comparables of OSR Holdings’s subsidiaries in cancer vaccine/immuno- oncology and disease-modifying osteoarthritis drug (DMOAD) sectors in the global biopharmaceutical industry and market.” We also note your reference to comparable companies on pages 138 and 151. Please revise to provide a more robust discussion of how the board considered comparable companies in determining the valuation of…

36. Where you discuss certain meetings, materials, and agreements considered by the parties, please provide more detail discussing the material points considered in discussions, and any material findings related to materials or agreements considered. In this regard please address the following comments: • We note your disclosure on page 142 that on “May 26, 2023, Mr. Hwang sent to the BLAC Board of Directors and OSR Holdings another set of material that included BLAC’s internal due diligence and review of OSR Holdings, which included the corporate slides on OSR, and third-party valuation reports on Vaximm (dated December 5, 2022) and Darnatein (dated July 2022), the two largest components in the overall sum-of-the-parts valuation of OSR.” Please revise to further discuss any material findings in connection with the internal due diligence and review of OSR, including the corporate slides…

37. We note your disclosure on page 148 that on October 28, 2023 “[t]he M&A Committee of BLAC entered into an engagement letter with a qualified financial advisory firm for delivery of a fairness opinion to the M&A Committee in connection with BLAC’s proposed business combination with OSR Holdings.” Please disclose the name of the financial advisory firm and any compensation paid to that firm in connection with the preparation of the fairness opinion. Please also revise your disclosure in this section to include a fulsome discussion of the findings of the fairness opinion, including the underlying methodologies and assumptions used in connection with the valuation of OSR Holdings.

38. We note your disclosure that on July 12, 2023, K&L Gates circulated an initial draft of the Business Combination Agreement and that on November 16, 2023, BLAC and OSR Holdings executed the Business Combination Agreement. Please revise to discuss how the material terms included in the initial draft of the Business Combination Agreement compared to the material terms in the LOIs previously circulated by K&L Gates. Please also revise your disclosure to briefly describe the negotiations of the parties related to the material terms of the executed agreement, including, but not limited to, valuation, the minimum cash condition, the acquisition by OSR of controlling interests in LBV, board composition, the potential PIPE financing, and other material terms of the business combination agreement. In your disclosure, discuss the relevant positions of the parties and how they arrived at final…

39. We note your disclosure on page 150 that “[o]n December 12, 2023, OSR Holdings and LBV executed a binding term sheet for OSR Holdings’ acquisition of LBV.” Please revise to disclose the material terms included in the binding term sheet. Please also disclose any material changes in the binding term sheet compared to the Non-Binding LOI entered into between OSR Holdings and LBV on July 7, 2023, and discuss the negotiations of the parties related to these material changes, including the positions of each party and how they arrived at final terms. Finally, please revise your disclosure to clarify whether the acquisition of LBV is a condition to closing of the Business Combination. Revise to include risk factor disclosure, as appropriate, describing any risks related to this acquisition not closing.

40. We note your disclosures throughout the filing referencing certain advisors to BLAC and OSR. Please advise, and revise your disclosure as applicable, whether a financial advisor has been engaged in connection with the Business Combination.

42. Please address the following comments related to the BLAC Board’s reasons for the approval of the business combination: • We note your disclosure on page 151 that “[b]efore reaching its decision, the BLAC Board reviewed the results of the due diligence conducted by the BLAC management and advisors on OSR Holdings,” which included “research on public comparable companies with similar indications and modality as OSR Holdings;” “virtual and in person meetings and calls with BLAC’s management team and OSR Holdings regarding operations and clinical studies;” and “consultation with legal and financial advisors and industry experts,” among other items. Please revise your disclosure to explain how each of these factors were considered by the BLAC Board. • We note your disclosure on page 151 that “BLAC considered a number of factors pertaining to the Business Combination as generally…

43. We note your disclosure on page 154 that BLAC’s M&A Committee reviewed and considered BLAC’s directors and officers’ interests in the Business Combination during their evaluation of the Business Combination and in unanimously approving and recommending that the full Board approve the Business Combination Agreement and the transactions contemplated therein, including the Business Combination. Please revise to further disclose how the M&A Committee evaluated these interests, in particular the fact that Mr. Hwang, Mr. Whang and affiliates of the Sponsor are stockholders in OSR Holdings, and that Mr. Hwang is the President and CEO and Director of both BLAC and OSR Holdings.

45. We note your disclosure that holders of a minority of the remaining shares of OSR Holdings common stock not owned by BLAC upon consummation of the Share Exchange will not enter into a Non-Participating Stockholder Joinder and will therefore not be considered Non-Participating Company Stockholders, and such shares will remain outstanding and not be subject to any contractual put or call rights, or other conversion rights, with or into BLAC common stock. Please revise to further disclose what will happen to these shares following the Business Combination, including the estimated number of these shares that will remain outstanding after the Business Combination.

47. We note your disclosure that the BLAC Board determined that the enterprise value of OSR Holdings equaled or exceeded 80% of the amount held by BLAC in trust for the benefit of its public stockholders (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account). Please revise to discuss how you determined that the enterprise value of OSR Holdings equaled or exceeded this percentage. In your discussion, please clearly disclose the impact on your calculation of OSR Holdings related to the structure of the Business Combination, including that, upon consummation of the Share Exchange, BLAC will directly own a minimum of 75% of the shares of OSR Holdings Common Stock outstanding pursuant to the Participating Stockholder Joinder. In addition, please clarify the impact, if any, related to OSR’s potential acquisition of LBV, including whether the…

69. Please revise your discussion of BLAC’s liquidity and capital resources to also discuss the current amounts in the Trust Account and the impact of redemptions in connection with prior extensions of the date by which you must complete the Business Combination.

70. We note your disclosure that “Chardan is entitled to a deferred underwriting commission of $2,070,000” and that “[t]he deferred fee will be waived by Chardan in the event that BLAC does not complete a Business Combination, subject to the terms of the underwriting agreement.” As it appears that underwriting fees remain constant and are not adjusted based on redemptions, please revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

71. Please revise to disclose all of the members that will serve on your audit committee upon completion of the Business Combination. Please also note who will serve as your audit committee expert.

73. We reference disclosure on page 231 that on December 11, 2023, OSR Holdings entered into a binding term sheet to acquire 100% of the outstanding shares of Landmark BioVentures AG, pursuant to a definitive agreement expected to be entered into in March 2024. In that regard, we understand that the acquisition is expected to close in advance of the Closing of the Business Combination or simultaneously therewith. Please tell us what consideration you gave to including financial statements of Landmark BioVentures AG under Rule 3-05 of Regulation S-X.

75. Tell us why you reference footnote 32 for the line items “Business combinations” under Acquisition cost and Accumulated depreciation. Also explain why you recorded significant additions to Tangible assets during the six months ended June 30, 2023 that do not appear to be related to the acquisition of Darnatein Co., Ltd. from Note 34.

1. We note that the trust account termination letter attached as Exhibit A to Exhibit 10.2, the Investment Management Trust Agreement, states that “[o]n the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds….” Nasdaq Listing Rule IM-5101-2 states that “[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee.” It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. Please revise your disclosure for consistency with the Nasdaq listing rules.

2. Please revise the conflicts of interest discussion so that it highlights all material interests in the transaction held by the sponsor and the company’s officers and directors. This could include fiduciary or contractual obligations to other entities as well as any interest in, or affiliation with, the target company. In addition, please clarify how the board considered those conflicts in negotiating and recommending the business combination.

5. We note your disclosure on page 40 addressing the potential impact of redemptions on non-redeeming shareholders, and the sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Here and/or as applicable throughout the filing, please disclose the potential impact on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis for the range of redemption scenarios.

1. We note that Tristar made an additional extension payment on June 17, 2024 to extend the period to complete a business combination until July 18, 2024. Please revise here to include a discussion of such payment.

1. We note your response to prior comment 37 that the proposal for the approval of the issuance of shares pursuant to the Transaction Financing and the proposal for the issuance of shares contemplated by the Business Combination have now been included as two separate proposals. However, such change is not reflected on the prospectus cover page. Please revise.

8. We note your response to prior comment 8 and your disclosure that you may not be able to complete the Business Combination if the Business Combination is considered by the authorities to be subject to U.S. foreign investment regulations, including by the Committee on Foreign Investment in the United States. We also note your disclosure that if you liquidate, your rights will expire worthless. However, it does not appear that rights were offered to investors. Please revise to disclose that if you liquidate, the warrants will expire worthless, or advise.

12. We note Adjustment D represents the exchange of outstanding NEH shares into 12,730,000 shares of common stock upon the consummation of the Business Combination. Please clarify why the number of shares in this adjustment differs from the pro forma shares attributed to NEH stockholders reflected in the table on page 82.

14. We note your response to prior comment 25. However, disclosure on page 27 states that “Pursuant to the Advisor Agreement, in exchange for the termination of the BCMA, Acquiror and the Company mutually agree, jointly and severally, on the date of closing of the Business Combination, to issue to the Advisors an aggregate of 575,000 shares of Acquiror Common Stock and to include such shares as a “registrable security” in the Registration Rights Agreement.” Based on this disclosure, it appears the 575,000 shares in Adjustment H should be given pro forma effect at current fair value. Please advise or revise as necessary.

27. We note your response to prior comment 50 and reissue such comment. Please disclose the information required by Item 403 of Regulation S-K regarding NEH, or provide your analysis as to how you have complied with such item. Refer to Item 18(a)(5) of Form S-4. We also note your disclosure that the table provides beneficial ownership disclosure regarding each person who will (or is expected to) become an executive officer or director of the Combined Company upon the closing of the Business Combination. However, we note that you have not included the chief financial officer of the Combined Company in the table.

5. We note your response to prior comment 9. Revise the disclosure in your registration statement to quantify the amount that the Company will pay RiverNorth following the closing of the Business Combination, estimated as of a reasonably practicable date.

7. We note your revised disclosure in this risk factor that "Even without any additional redemptions in connection with the Business Combination, unless Mars or ScanTech raise additional capital, the Business Combination would result in proceeds significantly less than the amount assumed by the ScanTech when preparing the projections." Given this disclosure, please clarify whether and to what extent management considered obtaining revised projections and a revised fairness opinion. As a related matter, where you discuss sources and uses of funds in your summary on page 43, it appears that your estimate for sources of cash is based on your projections. Please revise your sources and uses disclosure on page 43 to include an estimate of the sources and uses of funding after the business combination as of a recently practicable date, including not only the Trust Account, but other sources…

8. We note your response and revised disclosure in response to comment 11, including that "[b]ased on these assumptions, each Ordinary Share would have an implied value of $10.83 per share upon completion of the Business Combination," and "[a]ssuming a trading price of $10.83 per share upon consummation of the Business Combination . . . ." Therefore, it appears that the price per share in your revised table represents an assumed trading price. Please amend your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders at each redemption level, taking into account not only the money in the trust account, or an assumed trading price, but the post-transaction equity value of the combined company. Your disclosure should show the impact of certain equity issuances on the per share value of the shares, including the…

11. We note the revised disclosure in response to prior comment 17 and reissue the comment. Please provide a detailed legal analysis discussing why you do not identify the advisor in your filing, including a discussion of why identifying the advisor is not material to investors. Alternatively, identify the advisor. Additionally, within the timeline section of the Background of the Business Combination, please provide further detail regarding the substance of any discussions and or meetings with the advisor.

17. We have reviewed your revised disclosure in response to prior comment 31 and have the following comment. We note your disclosure that “ScanTech has secured agreements or is in the final stages of discussion to secure signed agreements, from holders of promissory indebtedness, including Catalytic, that converts such indebtedness to common shares of PubCo upon the closing of the Business Combination,” and “ScanTech has secured agreements with holders of warrants and other derivatives for the cancellation of such derivatives upon the closing of the Business Combination.” Please file the relevant agreements as exhibits to your registration statement or tell us why you do not believe you are required to do so. In addition, to the extent you have not executed certain of these agreements, please continue to disclose the status of negotiations related to these agreements, and file any…

21. We note your disclosure that "the unaudited pro forma combined book value per share information below does not purport to represent what the value of Mars and ScanTech would have been had Mars and ScanTech consummated a business combination during the period presented." However, we were unable to find the "book value per share" in your table. Please advise.

26. We note your disclosure that "[t]he Company also has various agreements with Taylor Freres Americas or its affiliates (“Taylor Freres”), a financial advisor, that may require payments to be made to Taylor Freres in connection with the consummation of the business combination," and "[t]he Company is unable to determine the amount of such obligations as of the date hereof." Given that the company appears to have executed agreements with Taylor Freres, please tell us why you are unable to quantify the amount of fees to be made in connection with the consummation of the business combination under these agreements. As a related matter, please quantify the portion of the deferred EGS fee, if material.

27. We note your revised disclosure throughout your filing that "the Business Combination Agreement was also amended on April 2, 2024, to reflect the revised Merger Consideration and issuance of Pubco Common Stock upon consummation of the Business Combination." Please revise to disclose the specific changes between the initial Merger Consideration and revised Merger Consideration, and revised issuance of Pubco Common Stock upon consummation of the Business Combitnation.

27. We note your disclosure that the parties “intend” for this transaction to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Please file an opinion of counsel supporting this conclusion and revise your disclosure here and in the Questions and Answers About the Merger section to clarify that this conclusion is the opinion of counsel. For further guidance see Staff Legal Bulletin No. 19 and Item 601(b)(8) of Regulation S-K. If there is uncertainty regarding the tax treatment of the business combination, counsel ’ s opinion should discuss the degree of uncertainty.

4. We note your response to comment 12. Given the revisions to the disclosure, it is still not clear whether initial shareholders who purchase shares from public shareholders during this offering will vote their shares in favor of the initial business combination, given the agreement by the initial shareholders to vote the shares they hold in favor of a business combination, if a vote is held. Please clarify.

4. To assist us with our review of the accounting treatment for your sponsor earnout, please address the following items: ● You indicate that you determined the sponsor earnout arrangement was not within the scope of ASC 718 since “the primary business purpose is related to the financing the Sponsor provided to Kernel prior to the business combination, which is unrelated to the grantor’s operations.” Since the sponsor will be compensated for providing extension loans to Kernel prior to the business combination in the form of additional shares of common stock, as noted in Section 2.7(e) of the Business Combination Agreement and your disclosures on page 131, tell us the reasons why you believe the primary purpose of the sponsor earnout shares is for providing financing. CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA NEW…

2. Pursuant to Item 303(b)(3) of Regulation S-K, please revise your filing to provide critical accounting estimate disclosures for Airo Group Holdings (“Holdings”). We would expect such disclosures to include, but not necessarily be limited to, critical accounting policies for business combinations, the valuation of your common stock, and the impairment of goodwill and intangible assets. Such disclosures should include qualitative and quantitative information necessary to understand the estimation uncertainty and the impact your critical accounting estimates have had or are reasonably likely to have on your financial condition and results of operations. In addition, discuss how much each estimate and/or assumption has changed over a relevant period and the sensitivity of reported amounts to the underlying methods, assumptions and estimates used. The disclosures should supplement, not…

3. As noted in the preceding comment, please include a critical accounting policy for the valuation of your common stock. Thoroughly describe the methodologies and key inputs and assumptions used in the valuations of your common stock issued as business combination consideration. In doing so, clearly disclose, as previously communicated to us, that your valuations were based on the revenue and EBITDA projections disclosed on page 99 under the “Projected Financial Information” header and ensure you discuss in sufficient detail the estimates, assumptions, and underlying support utilized in developing and validating such projections. Also ensure you include any pertinent information provided in response to prior comments, including the second bullet of comment 6. CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA NEW YORK |…

74. Revise where you discuss the factors considered by the Moringa Board in recommending the Business Combination to disclose whether it considered the potential de-listing of Moringa securities in recommending the Business Combination.

2. We note that the Condition Precedent Proposals means each of the Business Combination Proposal, the Articles Amendment Proposal, the Share Incentive Plan Proposal and the Director Election Proposal. Please tell us where the Articles Amendment Proposal, the Share Incentive Plan Proposal and the Director Election Proposal are presented or revise throughout as appropriate.

3. Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and conversion of all securities. Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

5. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

6. Please revise under this heading and where else you discuss the interests of the Sponsor, current officers, directors and advisors in the Business Combination to highlight the risk that the sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.