Executive compensation

In response to the Staff’s comment, the Company has revised the disclosure on page 82 of the Amended Form S-1. Additionally, the Company confirms that it has not entered into a definitive employment agreement with Mr. Pang. Exhibits

We have revised the Amended S-1 to include executive compensation information for the fiscal year ended April 30, 2024, the most recently completed fiscal year, in accordance with Item 402 of Regulation S-K and C&DI 217.11 (Regulation S-K). Please see the section, “Executive Compensation”, which starts on page 15 of the Amended S-1. * * * Should you have any questions regarding the foregoing, please do not hesitate to contact the undersigned at (844) 722-6333 or our General Counsel, Henry Nisser at (646) 650-5044. Very truly yours, /s/ Stephan Jackman Stephan Jackman Chief Executive Officer

In response to this comment, the Company advises the Staff that it has updated the section titled Executive Compensation in accordance with the Staff’s request. Certain Relationships and Related Party Transactions, page 39

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 192 and 194 of the Registration Statement to remove the reference to Digital Ally’s Annual Report on Form 10-K filed on March 31, 2023. Kustom Entertainment Financial Statements Note 1. Nature of Business and Summary of Significant Accounting Policies Nature of Operations, page F-32

The Company respectfully acknowledges and has complied with the Staff’s comment by revising the Registration Statement in Amendment No. 1 to include updated executive compensation disclosure for Ceapro for the fiscal year ended December 31, 2023 under the heading “Information Concerning Ceapro—Executive Compensation Statement” beginning on page 110 of Amendment No. 1. The Company has also included updated executive compensation disclosure for the Company in its Annual Report on Form 20-F for the year ended December 31, 2023 (the “ Form 20-F ”) filed with the Commission on March 27, 2024, which is incorporated by reference into the Registration Statement in Amendment No. 1. See Part I, Item 6.B “Directors, Senior Management and Employees—Compensation” beginning on page 74 of the Form 20-F. See also the second, third and fourth paragraphs under the heading “About This Prospectus” on page…

The Registrant acknowledges the Staff’s comment and has added disclosure on page 182 of Amendment No. 2. Principal and Selling Shareholders, page 202

The Company acknowledges the Staff’s comment and has provided the requested disclosure on page 158 of the Amended Registration Statement. Information About Abpro Overview, page 165

The Company acknowledges the Staff’s comment and respectfully advises the Staff that disclosure with respect to Arvind Nithrakashyap is not required in the section of the Registration Statement titled “Executive Compensation” pursuant to Item 402 of Regulation S-K. Due to the Company’s qualification as an “emerging growth company,” as defined in Rule 405 under the Securities Act of 1933, as amended, the Company may rely on paragraphs (l) and (m) of Item 402 of Regulation S-K to provide scaled compensation disclosure for the last completed fiscal year for the Company’s principal executive officer and the Company’s two other most highly compensated executive officers serving at the end of the last completed fiscal year. For the fiscal year ended January 31, 2024, the Company’s last completed fiscal year, Mr. Nithrakashyap was not one of the two most highly compensated executive officers,…

We have amended the Executive Compensation section to reflect the compensation paid to Jeff Kim for the fiscal year ended February 29, 2024, since Saeb Jannoun, the former President, resigned on March 22, 2023. Experts, page 58 Eranga Dias, Esq. March 25, 2024 Page 2 of 2

The Company has revised the offering circular to reflect the compensation paid to officers of Terra Mint who rendered services to the Company. The Company has added disclosure regarding the sourcing fees earned to date by Terra Mint. No asset management fees, property management fees, or sourcing fees were paid to Terra Mint as of December 31, 2023. Security Ownership of Management and Certain Security Holders, page 52

Executive has been updated to include fiscal year 2023 for Rhonda Keaveney. Certain Relationships and Related Transactions, page 48

In response to the Staff’s comment, we have revised the registration statement to include the executive compensation disclosures required for the fiscal year ended December 31, 2023. Selling Stockholders, page 92

We have revised the executive compensation disclosure for the fiscal year ended December 31, 2023 in accordance with Item 402 of Regulation S-K. Narrative Disclosure to Compensation Summary Table, page 198 41. Staff’s

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 230 – 231 of Post-Effective Amendment No. 2 in response to the Staff’s comment to disclose the executive compensation for Cognos’ executive officers for the fiscal year ended December 31, 2023. Ms. Houser Ms. Baker Mr. Danberg Ms. Nguyen February 14, 2024 Page 4 If you have any questions regarding the responses to the comments of the Staff, or require additional information, please contact me by phone at (215) 994 – 2621. Sincerely, /s/ Stephen M. Leitzell Stephen M. Leitzell cc: Henry Monzon (Nocturne Acquisition Corporation) Yang Wang (Dechert LLP)

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 316 to 321 of the Amended Registration Statement. Note 7. Net Sales-Related Party, Related Party Receivable and Payable, page FF-29

In response to the Staff’s comment, we have revised the registration statement to include the executive compensation disclosures required for the fiscal year ended December 31, 2023. Selling Stockholders, page 91

we respectfully acknowledge the Staff’s comment and have expanded our disclosure on pages 212 and 213 of Amendment No. 1. Annex E, page E-3

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 85, 86 and 88 of the Registration Statement to include the requested information. * * * We thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel, Richard Anslow, Esq. of Ellenoff Grossman & Schole LLP, at ranslow@egsllp.com or by telephone at (212) 370-1300. Very truly yours, Massimo Group By: /s/ David Shan Name: David Shan Title: Chief Executive Officer and Chairman cc: Ellenoff Grossman & Schole LLP Pryor Cashman LLP

The Company acknowledges the Staff’s comment and has updated the executive compensation disclosure on pages 117-119 of Amendment No. 1 to reflect the fiscal year ended December 31, 2023. Page 6 Plan of Distribution

The Company respectfully acknowledges the Staff’s comment and has revised the executive and director compensation section accordingly. Principal Stockholders, page 145

The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 281-285 of Amendment No. 3. [ Remainder of page intentionally left blank. ] Securities and Exchange Commission January 29, 2024 Page 3 Should any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8961 or by e-mail at matthew.gilroy@weil.com . Sincerely yours, /s/ Matt Gilroy cc: Michael Klein, Chairman of the Board, AltC Acquisition Corp. Sam Altman, Chief Executive Officer, AltC Acquisition Corp. Jay Taragin, Chief Financial Officer, AltC Acquisition Corp. Michael J. Aiello, Esq., Weil, Gotshal & Manges LLP Barbra J. Broudy, Esq., Weil, Gotshal & Manges LLP David Gammell, Esq., Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

The Company has revised the disclosure on page 201 of the Amendment No.3. *** Wilson Sonsini Goodrich & Rosati, Professional Corporation 威尔逊·桑西尼·古奇·罗沙迪律师事务所 austin beijing boston brussels hong kong london los angeles new york palo alto san diego san francisco seattle shanghai washington, dc wilmington, de Page 2 If you have any questions regarding Amendment No.3, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com. Very truly yours, /s/ Dan Ouyang Dan Ouyang Enclosures cc: Lei Zhang, Chairman and Chief Executive Officer, Cheche Group Inc. Der Hua You, Partner, PricewaterhouseCoopers Zhong Tian LLP Carl Scheuten, Partner, WithumSmith+Brown, PC

The Company acknowledges the Staff’s comment and respectfully advises the SEC that it has revised pages (i) and 40 of the Registration Statement in Amendment No. 2 accordingly.

In response this comment, the Company has amended the Registration Statement’s Executive Compensation table to disclose compensation for its executive officers for the fiscal years ended December 31, 2023 and 2022. U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services January 25, 2024 P a g e | 2 General

Concurrent with the filing herewith, the Company filed the Amendment which updates the executive compensation disclosure for the year ended December 31, 2023. Review Report, page F-2

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the executive compensation information for the fiscal year ended December 31, 2023 in Amendment No 3. Exhibits

In response to the Staff’s comment, the Company respectfully advises the Staff that revised opinions have been filed as Exhibits 5.1 and 5.2 in Amendment No. 3. General

The Company notes that ‘we’ in the Registration Statement refers to iOThree Limited, as well as its consolidated subsidiaries (including iO3 Singapore, as such term is defined in the Registration Statement). However, in response to the Staff’s comment, the Company has revised its disclosure to more clearly reflect that iO3 Singapore paid such compensation and benefits to the Company’s directors and executive officers for the six months ended September 30, 2023 and for the years ended March 31, 2023 and 2022. Further, for the avoidance of doubt, for the six months ended September 30, 2023 and for the years ended March 31, 2023 and 2022, iOThree Limited, the Company’s Cayman Islands parent entity, did not pay any compensation or provide any compensatory benefits to the Company’s directors and executive officers. *** Please note that the Company has included certain changes in the…

The Company acknowledges the Staff’s comment and hereby advises the Staff that the Company will use as its Regulation S-K Item 402(v) peer group a peer group that is either a published industry or line-of-business index used under Regulation S-K Item 201(e)(1)(ii) or, if applicable, the companies used in the compensation discussion and analysis under Regulation S-K Item 402(b) in its future filings that include Regulation S-K Item 402(v) disclosure.

We have updated the Executive Compensation table and the dates throughout the document. Thank you for your assistance and review; we look forward to resolving any further comments or questions. Please reach out to our legal counsel, Callie Jones, at (801)303-5721 with any additional comments. Sincerely, Digital Locations, Inc. /s/ Richard Berliner Richard Berliner, CEO

In response to the Staff’s comment, the Company has revised the executive compensation disclosures for the most recently completed fiscal year ending December 31, 2023 and revised the disclosure accordingly. Should you have any questions regarding the foregoing, please do not hesitate to contact Peter Hogan at (213) 891-5076. Sincerely, BUCHALTER, APC /s/ Peter Hogan

In response to Staff’s comment, we have revised the disclosure on pages 66, 67 and 73 of the Prospectus. General

The disclosure on page 189 of the Amended Registration Statement has been revised in response to the Staff’s comment. Unaudited Condensed Consolidated Statements of Cash Flows, page F-6

The requested update has been made. Summary Compensation Table, page 133

We have revised the Registration Statement in accordance with the Staff’s comment. Please see the page 104 of the Registration Statement for details. Should you have any questions regarding the foregoing, please do not hesitate to contact me or our counsel with any questions or comments regarding this correspondence on the revised F-1. Very truly yours, By: /s/ Ngan Ching Shun Name: Ngan Ching Shun Chief Executive Officer

The Company acknowledges the Staff’s comment and has updated the executive compensation disclosure to include compensation for the year ended August 31, 2023. t Note 17. Subsequent Events, page F-16

We have revised Item 6. Executive Compensation of Amendment No. 1 to disclose the executive compensation of our executive officers for the last two fiscal years in tabular format. Regarding the disclosure on p. F-12, the footnote has been revised to remove the word “bonus”, as the referenced shares were issued in connection with an addendum to the Share Acquisition Agreement, rather than as a bonus. The statement that “[t]he Company does not compensate directors through bonuses, stock awards, option awards, nonequity incentive plans, nonqualified deferred compensation earnings, or other compensation ” is accurate. Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Matters Market Information, page 19

We respectfully acknowledge the Staff’s comment. In future filings, TTEC will include only one Company-Selected Measure in the pay versus performance table.

Argan hereby confirms for future Schedule 14A filings that if a non-GAAP measure is presented as the Company’s Selected Measure pursuant to Regulation S-K Item 402(v)(2)(vi), it will provide disclosure presenting how the non-GAAP measure is calculated from Argan’s audited financial statements. ​ If you have any questions or additional comments regarding these matters, please do not hesitate to call the undersigned at 301-315-0027. ​ Sincerely, ​ /s/ Richard H. Deily____________________ ​ Richard H. Deily Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary ​ ​ cc: David H. Watson, President and Chief Executive Officer Richard A. Krantz, Esq., of Culhane Meadows PLLC ‌ ​ ​

In response to the Staff’s comment, the Company has updated the executive compensation disclosure to reflect the most recently completed fiscal year on page 66 of the Amended F-1. We thank the Staff for its review of the foregoing and believe the Amended F-1 and the responses herein address the Staff’s comments. If we can provide any further assistance, please do not hesitate to contact the undersigned at (216) 387-0823 or lshih@cronelawgroup.com. Sincerely yours, THE CRONE LAW GROUP P.C. /s/ Liang Shih Liang Shih cc: Guy Adrian Robertson Chief Executive Officer Fitell Corporation

We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please see page 155 of Amendment No. 2. Unaudited Pro Forma Condensed Combined Financial Information Description of the Business Combination, page 159

We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please see page 190 of Amendment No. 2. Please note that this consideration was not to an executive officer of Syntec Optics and the disclosure has been corrected. Syntec Financial Statements Note 1. Nature of Business and Significant Accounting Policies Nature of Business, page F-22

We have updated this section. 2

We respectfully advise the staff that we have updated our disclosure to account for the services provided by your CEO and CFO at fair value. See the guidance in SAB 1:B. Note 3. Accounts Receivable, page F-21

We have revised to disclose the execution compensation information for 2022. Exhibits

In response to the Staff’s comment, the Company has revised the disclosure on pages 264-269 of the Amended Form S-4. Certain Relationships and Related Person Transactions - AFRAG, page 254

Please see Issuer’s revised disclosure at page 49 of Amendment No. 3. Signatures, page 55

The Company acknowledges the Staff’s comment and directs the Staff to Instruction 1 to Item 402(n) of Regulation S-K, which provides that compensation information for the fiscal year prior to the last completed fiscal year will not be required if the smaller reporting company was not a reporting company pursuant to Section 13(a) or 15(d) of the Exchange Act at any time during that year. Spectaire was not a reporting company pursuant to Section 13(a) or 15(d) of the Exchange Act for the fiscal year ended December 31, 2021. Accordingly, pursuant to Instruction 1 to Item 402(n) of Regulation S-K, Spectaire is not required to provide executive compensation disclosure for the fiscal year ended December 31, 2021. In addition, the Company respectfully advises the Staff that executive compensation disclosure with respect to the directors and executive officers of the Company, including for the…

The Company respectfully advises the Staff that it has revised the disclosure on page 61 of Amendment No. 2 in response to this comment. Discretion to Implement the Reverse Stock Split, page 58

The Company acknowledges the Staff’s comment and advises the Staff that Spectaire was not a reporting company pursuant to Section 13(a) or 15(d) of the Exchange Act prior to the fiscal year ended December 31, 2022. Accordingly, pursuant to Instruction 1 to Item 402(n) of Regulation S-K, executive compensation disclosure is only required to be provided for the fiscal year ended December 31, 2022. The Business Combination Background to the Business Combination, page 171

Without necessarily agreeing with the Staff’s interpretation of Instruction 7 to Item 402(u), the Company agrees to add pay ratio disclosure to the prospectuses as requested. The Company will add the disclosure via prospectus supplements filed with the SEC pursuant to Rule 424 under the Securities Act of 1933 (as well as identical supplements filed with the SEC pursuant to Rule 497). The Company intends to file the supplements on the scheduled effective date of May 1, 2023 or as soon as practicable thereafter. Please contact me with any questions or comments you may have concerning the enclosed. I can be reached at (763)765-7453, or at the following address: Allianz Life, 5701 Golden Hills Drive, Minneapolis, MN 55416. Sincerely, ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK By: /s/ Erik T. Nelson Erik T. Nelson Associate General Counsel,…

Without necessarily agreeing with the Staff’s interpretation of Instruction 7 to Item 402(u), the Company agrees to add pay ratio disclosure to the prospectuses as requested. The Company will add the disclosure to the prospectuses for the Constance® CDA and the Midland Advisory RILA via prospectus supplements filed with the SEC pursuant to Rule 424 under the Securities Act of 1933 (and the Separate Account will file an identical supplement for the Midland Advisory RILA pursuant to Rule 497), which supplements will consist of all of the information included in the prospectuses currently filed with the SEC as well as the disclosure called for by Item 402(u) of Regulation S-K in the section of the prospectuses titled “Executive Compensation.” The Company will add the disclosure to the prospectus for the LiveWell RILA via a supplement filed with the SEC pursuant to Rule 424 (and the…

We respectfully acknowledge the Staff’s comment and advise the Staff that in future filings, we will revise the Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure section of our proxy statement to no longer include a presentation of free cash flow excluding recall payments. * * * In connection with our response to the Staff’s comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff. Sincerely, /s/ GLENN S. BOEHNLEIN Glenn S. Boehnlein Vice President, Chief Financial Officer cc: William E. Berry, Vice President, Chief Accounting Officer 6

The Company acknowledges the Staff's comment and has revised the Registration Statement in response to the Staff's comment. Please see pages iii, 43-52, 87-130, 146-151 and F-1-F-69 of Amendment No. 1. * * * * * Securities and Exchange Commission April 14, 2023 Page 4 We appreciate the Staff's assistance in reviewing this response letter and the Registration Statement. Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, to the undersigned at (212) 373-3224. Very truly yours, /s/ Adam M. Givertz cc: Michael Purcell Karina Dorin Securities and Exchange Commission Scott Sobie Hammerhead Energy Inc. Bill Maslechko Burnet, Duckworth & Palmer LLP Ian M. Hazlett Paul, Weiss, Rifkind, Wharton & Garrison LLP

In response to Staff Comment, we have updated Form 10-K. GlobalTech Corporation Consolidated Balance Sheets as of 31 December 2021 and 2020, page F-3

We respectfully acknowledge the Staff’s comment and have revised page 202 through 208 of Amendment No. 2. Summary of the Joint Proxy Statement/Consent Solicitation Statement/Prospectus Conditions to the Business Combination, page 11

The Company has updated the Summary Compensation Table on page 68 to include 2022. SEC Comment: Related Party Transactions, page 65

In response to the Staff’s comment, we have updated the compensation table for the directors and executive officers for the fiscal year ended December 31, 2022 of the Amended Registration Statement. 420 Lexington Avenue, Suite 2446, New York, NY 10170 11620 Wilshire Blvd., Suite 900, Los Angeles, CA 90025 NYC Office: 646.861.7891 CA Office: 818.930.5686 www.cronelawgroup.com U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing February 28, 2023 Page 3 Index to the Consolidated Financial Statements, page 51

The Company respectfully informs the Staff that it does not believe that the terms of the Class P Units are material to investors in our Class A common stock since the payments made in connection with these Class P Units, if any, will be borne by affiliate entities of the Company and will not dilute or burden investors in our Class A common stock. The Class P Units were also granted to the named executive officers with vesting schedules that required such officers to provide services for a period of at least three years prior to becoming vested in the awards. The required services were performed with respect to affiliate and predecessor entities and fully satisfied more than one full year prior to this initial public offering. The applicable affiliate entities responsible for the settlement of the Class P Units are described in other sections of the Form S-1 Registration Statement as…

In response to the Staff’s comment relating to the allocation of executive compensation, SplitCo added additional disclosure on pages 115 and 186 to clarify the method of allocation. 12 Further, SplitCo acknowledges the Staff’s comment regarding Liberty Media executive compensation disclosures and respectfully advises the Staff that executive compensation information for the executive officers of Liberty Media in accordance with Item 402 of Regulation S-K is not required, in reliance on SEC Interpretation 217.03, when a subsidiary of a public company goes public, historical disclosure is not required for officers of the subsidiary who were previously officers of the parent and, where, in some cases, all of the work they performed for the parent related to the subsidiary. Given that all of the executive officers of SplitCo were previously officers of Liberty Media who provided services…