Fair value

We respectfully acknowledge the Staff’s comment. • Confirm that you will disclose prior year comparative information; We confirm that we have provided prior year comparative information related to adjusted diluted net loss per share for our most recently filed earnings release for the period ended September 30, 2025, furnished with the Commission on October 27, 2025 under Item 2.02 of our Current Report on Form 8-K (the “ Q3 2025 Earnings Release ”), and will continue to do so in future filings. • Confirm that you will disclose, at a similar level as you provided in your response letter dated September 18, 2025, the reasons why management believes that adjusting for income/loss relating to equity method securities and the gain/loss on debt securities carried at fair value in arriving at adjusted diluted net loss per share provides useful information to investors; and We respectfully…

The Fund employs a robust process to estimate the fair value of its investments at the end of each financial quarter. Please refer to the following excerpt from Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates: Fair value is based on observable market prices or parameters or derived from such prices or parameters when such quotations are readily available. In accordance with Rule 2a -5 under the 1940 Act, a market quotation is “readily available” only when it is a quoted price (unadjusted) in active markets for identical instruments that a fund can access at the measurement date, provided that such a quotation is not considered to be readily available if it is not reliable. The Company utilizes mid -market pricing (i.e., mid -point of average bid and ask prices) to value these investments. These market…

The Fund hereby confirms that it will make the requested change in future filings. 6. Disclosure in “Note

The Registrant did not include a range or weighted average of significant unobservable inputs in the Annual Report because each row in the relevant table for which an input was provided pertains to a single investment using that particular unobservable input. As such, no range or weighted average was relevant to the fair value measurements disclosed. The Registrant will seek to clarify the presentation of this table in future filings. - 3 - October 23, 2025 5.

The Registrant notes that the relevant disclosure is intended to state that the change from mark-to-market with daily pricing is recorded in the Statement of Operations as unrealized gain/loss on investments, which the Registrant believes is appropriate and consistent with US GAAP standards (in particular, ASC 946 – Financial Services – Investment Companies). Further, Note 4 to the Financial Statements states that investments are recorded at fair value in the Statement of Assets and Liabilities in accordance with ASC 820 – Fair Value Measurement. As such, the Registrant respectfully declines to make the requested change. 2 10.

The Company acknowledges the Staff’s comment and sets for the below its detailed analysis in support of its position that equity treatment for the Earnout Shares, if an when issued, is appropriate. The following U.S. GAAP requirements were considered in accounting for the Earnout Shares: 1. ASC 480, Distinguishing Liabilities from Equity (“ASC 480”); 2. ASC 815, Derivatives and Hedging, (“ASC 815”); 3. ASC 805, Business Combinations, (“ASC 805”); and The Earnout Share provisions include a future contingency related to the post-closing entity’s EBITDA threshold, for Triggering Event I and the average of the reported sales prices of one share of Roth common stock, for Trigging Event II. No explicit or implied service conditions are included as part of the agreement terms. There are no employee services or board of director services being provided in exchange for the Earnout Shares;…

On page 89 of the Prospectus, the Company has adjusted the fair value of the shares issued to the advisors to the price per share of ROCL common stock as of June 6, 2024.

We respectfully acknowledge the Staff’s comment and advise the Staff that, in future filings, the Company will not make an adjustment to its GAAP results related to the depreciation of the step-up in acquired PP&E to its fair value. Please contact the undersigned at (760) 930-5891 or Heather McAllister, Senior Vice President, General Counsel & Corporate Secretary, at (760) 804-4368 if you have any further questions or require any further information. Very truly yours, /s/ Jennifer Thomas Jennifer Thomas Senior Vice President, Chief Accounting Officer

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised pages 211-212 of the Amended Registration Statement. AIRO Group Holdings, Inc. – Audited Financial Statements 2. Business Combinations, page F-52

The Company notes that the SPVs it invests in are formed for the sole purposes of pooling capital in order to purchase securities of a single private issuer. The fair value of SPV investments where the SPV has not yet purchased the underlying security is estimated using the cost basis of the transaction, which is the value of the cash used to fund the investment. Since there is generally not a significant period of time between investing in an SPV and the SPV investing in the underlying security, the Company believes that this is the most appropriate measure of fair value.

As disclosed in Note 5(a) to the notes to the Fund’s audited financial statements for the year ended December 31, 2023, the Fund paid $0 in management fees in connection with its investments in SPVs. Therefore, no cost adjustments were made to the investments in SPVs. The Company evaluated and followed the guidance set forth in ASC 946-320-30-1 and ASC 820-10-35-9B in connection with the treatment of these fees. Please also see the Company’s response to comment No. 24.

The Company respectfully acknowledges the Staff’s comment. In future filings, the Company will provide the fair values and carrying values of any impaired assets in the fair value footnote rather than cross-referencing to other footnotes such as “Goodwill and Related Intangible Assets” and “Exit Activity Costs and Asset Impairments”. (20) Segment Information, page 63

The Company respectfully acknowledges the Staff’s comment and advises as follows: 1. (a) In accordance with ASC 360, we determined that the carrying value of the Atlantic City Center ($111.1 million at December 31, 2023) is recoverable because the sum of the estimated future undiscounted cash flows from operations and the estimated potential disposition of the Center (in aggregate totaling $151.5 million at December 31, 2023) exceeds the carrying value by $39.6 million, or 36%. Based on the assumptions and discussion described below, we estimated future undiscounted cash flows over the holding period of $64.5 million and disposition value of approximately $87.0 million, or $151.5 million in aggregate. As part of our evaluation process, and consistent with ASC 360, management estimates future undiscounted cash flows expected to result from the use and eventual disposition of the Center.…

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 78 and 79 of Amendment No. 4 in response to the Staff’s comment to treat the Sponsor Earnout Shares as an equity adjustment in adjustment (i) on the pro forma balance sheet. The arrangement is not a liability under ASC paragraph 480-10-25-8 because (a) it does not embody an obligation to repurchase the issuer’s shares (nor is it indexed to the obligation) and (b) it would not require the issuer to settle the obligation by transferring assets. Additionally, the arrangement is not a liability under ASC paragraph 480-10-25-14 because it does not embody an obligation that ExcelFin may settle by issuing a variable number of its shares (it embodies an obligation that ExcelFin may be required to settle by delivering a fixed number of its shares). 5.

We acknowledge the staff’s comment and have revised our registration statement accordingly.

The Company evaluated the grant of RSUs to David J. Lee from April 12, 2024 and the grant of Options to Chankyu Park from May 10, 2024 and determined that such grants are not material and therefore do not require disclosure as a subsequent event under Accounting Standards Codification (“ASC”) 855-10, second type. In response to the Staff’s comment, we revised the disclosure on page 102 of the Registration Statement in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to disclose the impacts of the cash bonus to Junkoo Kim approved by the Company’s board of directors on May 28, 2024 and that is payable in July 2024, provided that the closing of the offering has occurred prior to such date and subject to Mr. Kim’s continuous employment with us through such date. The fair value estimates used for restricted stock units and stock…

The Company acknowledges the Staff’s comments and has provided responses as follows: Fair value of the property, plant and equipment of Dril-Quip (the “PP&E”) To arrive at the fair value of the net assets acquired from Dril-Quip for the purpose of financial statement reporting, Innovex, the accounting acquirer, engaged an independent third-party valuation firm. The PP&E was measured at fair value in accordance with the definition in Accounting Standard Codification (“ASC”) 820, Fair Value Measurements and Disclosures , as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining the fair value of the PP&E, Innovex took into consideration the highest and best use from a market participant perspective. Innovex determined that the highest and best use of the PP&E was on a…

In addition to the Animal Nutrition reporting unit, the Company performed the two-step quantitative goodwill impairment assessment for the Starches and Sweeteners reporting unit. The carrying value of goodwill allocated to the Starches and Sweeteners reporting unit was $219 million as of December 31, 2023. The Company used a combination of the income and market approaches when performing the quantitative assessment of goodwill for the Animal Nutrition reporting unit. The Company weighted the income approach with a probability weight of 75%, as it is based on the future business plans and growth estimates for the Company’s Animal Nutrition business and thus considers short-term and long-term cash flow expectations for the business. The market approach was weighted less heavily at 25%, as it represents an estimate of fair value based on market guideline companies for which future growth…

The three gaming licenses within the Company’s Casinos & Resorts segment that resulted in impairment during 2023 and the indefinite lived trademark within the Company’s International Interactive segment that resulted in impairment in 2022 were each categorized as level 3 measurements as prescribed in ASC 820-10-50-2(b). The Company acknowledges the Staff’s comment and advises the Staff that it will expand its disclosure in future filings to include quantitative information about significant unobservable inputs used in the fair value measurement of these assets in accordance with ASC 820-10-50-2-(bbb). Specifically, in the Goodwill and Intangible Assets footnote to the Company’s Consolidated Financial Statements beginning with the Company’s Form 10-K for the fiscal year ended December 31, 2024, or for earlier interim periods as applicable, the Company will expand its disclosure to…

The Company respectfully submits to the Staff the below additional information to assist in its review of the Company’s determination of the fair value of the ordinary shares underlying its outstanding equity awards granted in 2023 and its proposed 2024 issuance and the reasons for the discrepancies between the previous valuations of the Company’s ordinary shares leading up to the proposed initial public offering (the “ IPO ”) and the estimated offering price for the Company’s ordinary shares in the IPO. 2 The Company respectfully advises the Staff that it currently expects the offering price in the IPO to be $18 per share, which is the midpoint of the price range set forth on the cover page of the Registration Statement. On May 28, 2024, the Company implemented a share split of all of its issued ordinary shares which resulted in a 4.390914-for-1 share split of the Company’s ordinary…

The Company acknowledges the Staff’s comment and notes that as discussed in its response to Question 1 above, despite the large quantity of co-investment structures that make up a part of its unconsolidated investments, approximately 55% (as of the year ended December 31, 2023) of the Company’s accrued carried interests result from its investment in investment companies that are accounted for under Topic 323; the Company’s equity method earnings are computed based upon the fair value reporting of these investment companies under Topic 946, and accordingly no fair value option was elected by the Company. With respect to 72 co-investment structures where the Company elected the fair value option, the Company submits that the fair value election is permissible for an equity method investment under ASC Topic 825-10-15-4a, Financial Instruments - Overall . To the extent that the Staff’s…

The Company confirms that it will comply with the Staff’s comment in future filings.

The Company confirms that it will comply with the Staff’s comment in future filings. June 4, 2024 Page 4

U.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. As noted in its annual report, the Fund indicates that in certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment…

We acknowledge the Staff’s comment and have revised the disclosure on pages F-13 and F-14 of the Registration Statement accordingly. Rule 11-01(d) requires registrants to assess whether an acquiree meets the definition of a business, focusing primarily on whether the revenue-producing activity generally remains the same after the acquisition. Under Rule 11-01(d), we have determined that the acquiree meets the definition of a business for SEC purposes. Under ASC 805-10-55-5A, a reporting entity assesses whether an acquiree is a business first by applying the “screen test,” by determining whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Under ASC 805, we have determined that the acquiree does not meet the definition of a business, as substantially all of the entity’s assets…

The HIV related product pipeline was deprioritized due to management determining it would require less time and capital to pursue the Company’s oncology product pipeline when compared to its HIV pipeline. While we have deprioritized the development of our HIV pipeline, we have not discontinued its development. The effect of this decision was depicted in the timing of the future cash flows associated with the monetization and development of our remaining candidates in our evaluation. May 31, 2024 CONFIDENTIAL TREATMENT REQUESTED BY RENOVARO INC. Page 2 For the year ended June 30, 2023, the decision to deprioritize the further development of RENB-HV-01 was considered in determining the fair value of our reporting unit for purposes of our goodwill impairment analysis. In estimating the fair value of the reporting unit we pushed out the timing of the future cash flows expected to be derived…

Our decision to deprioritize further development of RENB-HV-01 resulted in the model used to value this potential product changing from a discounted cash flow analysis to a cost-to-recreate approach beginning in the fiscal year ended June 30, 2022. Therefore, all of the assumptions noted above reflect this initial deprioritization. ● Explain whether the March 2024 termination of the license agreement covering RENB-HV-01 triggered an impairment loss in the quarter ended March 31, 2024.

Please see Appendix A which includes the relevant guidance prepared by the Company concerning the acquisition of GEDi Cube and our conclusion that the acquisition met the requirements to be treated as a business combination after considering the guidance in ASC 805-10-55-5A.

indicates that Management and the Board will periodically review the reasonableness of the methodology. Please define what the cadence is here specifically (i.e., monthly? quarterly? annually? etc.) and clarify how it complies with rule 2a-5. The Board will review the valuation risk and other risks confronting the Fund at its quarterly board meetings or more often if deemed appropriate, and take additional action as it deems to be in the best interest of the Fund and shareholders. Currently, the Board has determined that the annual review in the fourth quarter, together with its quarterly review of Management reporting will adequately address the effectiveness of the Valuation Designee’s processes. We note that in Release No. IC-34128 the SEC indicated that the Board would have latitude to determine the frequency of reviews for the particular Fund. 19 May 24, 2024 Page 20

We note the Staff’s comment and respectfully advise the Staff that our disclosure has been revised in accordance with Comment 9 hereof. 3

In response to the Staff’s comment, the Company notes that the outside valuation firm that provided the fair value opinion, prepared such report in the quantitative assessment of goodwill as of December 31, 2023, for one of Vaso’s reporting units. The assessment was conducted in connection with the preparation of Vaso’s annual report for the year ended December 31, 2023. We respectfully submit that the third-party provider of the opinion is not “expert” under Rule 436. Rule 436 requires that a consent be filed if any portion of a report or opinion of an expert is quoted or summarized as such in a registration statement. Section 7 of the Securities Act of 1933 provides that an expert is “any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him.” The Company respectfully submits that the third party provider is not among the class…

We note the Staff’s comment and respectfully advise the Staff that our disclosure has been revised in accordance with Comment 11 hereof. 4 General

We performed our annual goodwill impairment test as of October 1, 2023, and an interim impairment test on our Enterprise (previously Building and Data Center Connectivity), Access Network Solutions (ANS), and Broadband (previously Network Cable and Connectivity) reporting units as of January 1, 2024, immediately before and after changes in the composition of those reporting units. As of March 31, 2024, management considered whether it was more likely than not the carrying amount of a reporting unit that includes goodwill exceeded its fair value and concluded based on our evaluation that it was not. Our first quarter results were consistent or better than projections used in the prior annual test and the discount rates used in the discounted cash flow (DCF) model declined. As such, no further impairment testing was performed as of March 31, 2024. The Company informs the Staff below and…

The Registrant confirms that the Funds do not invest in illiquid securities or securities that need to be fair valued as a principal strategy. The Registrant has revised the disclosure to remove liquidity risk and valuation risk from the principal risks disclosure as requested.

CooperVision Inc. and Essilor International SAS (Essilor) entered into a joint venture agreement in February 2021 and executed a Contribution Agreement and a Stock Purchase Agreement (the "Agreements") in March 2022. Essilor paid CooperVision $52.1 million in exchange for a 50% interest in SightGlass Vision, Inc. (SGV) and its proportionate share of the revenue payments. The $52.1 million payment was calculated based on the enterprise value of SGV as of the most recent valuation date at the time, January 19, 2021. Taking into account the guidance in ASC 820 Fair Value Measurement and with the assistance of independent third-party valuation specialists, we estimated the value of the intangible assets in connection with the acquisition of SGV as of January 19, 2021 and then the value of our interest in the equity of SGV Holdings, Inc. as of March 14, 2022. The increase in the value of the…

We confirm we will revise in future earnings release filings, beginning with our earnings release for the second quarter of fiscal 2024, which we expect to submit on May 30, 2024, the description "other exceptional or unusual" consistent with the guidance in Question 102.03 of the Staff’s Compliance and Disclosure Interpretation on Non-GAAP Financial Measures. Questions 9 - 12: Overall response: With respect to the Staff’s questions 9 through 12, we reviewed and considered non-GAAP reconciliation disclosures from a large number of publicly traded med-tech and medical device companies. Beginning with our earnings release for the second quarter of fiscal 2024, which we expect to submit on May 30, 2024, we will incorporate new disclosures that both align with common approaches to non-GAAP reconciliations and address the Staff’s comments in this letter. Please see attached Exhibit A for an…

We have amended the 10Q accordingly per the above response. Sincerely, Andrei Stoukan United Express Inc. May 22, 2024

We acknowledge the Staff’s comment and the applicable guidance cited. As disclosed in our Form 10-K for the year ending December 31, 2023, we recorded $12.4 million, $17.9 million, and $20.0 million for stock option expense for 2023, 2022 and 2021, respectively, with the decrease in expense between these years due to fewer employees receiving stock option grants. In fiscal year 2022, we began to grant stock option awards to a smaller group of employees than in prior years, as a larger proportion of our employees began receiving time-based restricted stock unit awards in lieu of stock options. We do not expect the amount of stock option expense in future filings to rise above the immaterial levels we are now recording. U.S. Securities and Exchange Commission Page 4 May 21, 2024 During 2022, we also began reassessing the valuation techniques needed to appropriately determine the fair…

The Company respectfully acknowledges the Staff’s comment and informs the Staff that as of October 1, 2023, the estimated fair value of the A&G reporting unit exceeded its carrying value by 37%, which we consider substantial with reference to the 15% threshold we identified as substantial excess in our prior comment letter response dated March 29, 2019. As noted in the filing, the IP reporting unit's goodwill balance is fully impaired. Also as noted in the filing, the LS&H reporting unit's goodwill balance was partially impaired as of October 1, 2023, the date of our most recent quantitative goodwill impairment test. We wrote down the carrying value to equal estimated fair value as of such date and provided a sensitivity disclosure since there was no remaining excess fair value for the LS&H reporting unit. In future filings, the Company will provide a statement that the fair value of…

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff's comment, the Company notes that acquired Accounts Receivables and Inventory are recorded at fair value in its consolidated balance sheet in accordance with ASC 805. For acquired Accounts Receivable, the Company estimated their fair value by identifying the historical cost and evaluating their collectability. This evaluation was based on factors such as prior experience, an appraisal of the customers’ ability to pay, the age of the outstanding receivables, and the economic conditions within and outside the aviation, defense, space, medical, telecommunications, and electronics industries. For acquired Inventory, the Company estimated its fair value by assessing the market value or replacement cost and adjusting for factors such as physical condition, sales patterns, and expected future demand. This…

The disclosure has been revised consistent with the Staff’s comment. Statement of Additional Information 21.

The Fund no longer intends to conduct a Reorganization with the Predecessor Fund and has removed the related disclosure from the Registration Statement. 9. Staff

The Fund confirms that it has made the requested disclosure. The Fund notes though that its management fee is based on the Fund’s net assets and does not take into account the use of leverage. 11 Repurchase of Shares (page 101) 41. Staff

The Company respectfully acknowledges the Staff’s comment and is providing the following commentary to explain our approach for determining the Brazilian tax matter was within the guarantee scope of ASC 460-10-15-4. Additionally, our commentary provides the requested clarifications and explains our determination of the fair value of the liability. Sylvamo do Brasil Ltda. (“Sylvamo Brazil”) was challenged by the tax authorities in Brazil on the deductibility of goodwill amortization related to a 2007 acquisition. At the time the assessments were received, Sylvamo Brazil was a wholly owned subsidiary of the Company. The Company divested Sylvamo Brazil on October 1, 2021, as part of the spin-off of our printing papers business. Sylvamo Brazil is now a wholly-owned subsidiary of Sylvamo Corporation (“Sylvamo”), the entity formed in connection with the spin-off. Prior to the spin-off, the…

We acknowledge the Staff’s comments regarding the evaluation of Impairment of long-lived assets. the identity of the center in question • The center in question is our Atlantic City, New Jersey property (the “Center”), which we acquired in 2011 and as of December 31, 2023 had a carrying value of $111.1 million. We determined that the carrying value of the Center is recoverable because the undiscounted cash flows as calculated in accordance with ASC 360 were in excess of the carrying value of $111.1 million by $39.6 million or 36%. The disclosure of this property and the results of our impairment evaluation first appeared in our 2020 Form 10-K, filed on February 23, 2021. With the onset of the COVID pandemic, the occupancy rate fell below 80%, significantly lower than our overall portfolio average. However, as shown in the table below, the center’s occupancy percentage has recovered to…

The Registrant respectively acknowledges the Staff’s comments regarding the approach to fair value. In order to measure the fair value of the developed technology and IPR&D, consideration was given to the income, market, and cost approaches. In the assessment of the most reasonable valuation method, key considerations included the following: • Income approach could not be reasonably supported due to the limited availability of long-term prospective financial information (PFI) for the business. As Adagio’s forecast was only available for FY24 and FY25, there are challenges associated with subjectivity of forecast extension beyond FY25 (e.g., developmental stage company; unique products with significant uncertainty in outcomes beyond FY25; market penetration; etc.). U.S. Securities and Exchange Commission Division of Corporate Finance Office of Industrial Applications and Services May 13,…

The Registrant respectfully acknowledges the Staff’s comment and advises the Staff that the Registrant had considered ASC 805-20-30 and based on currently available information used in the preliminary assessment, the estimated fair values of certain assets acquired and liabilities assumed other than for the intangible assets and warrant liabilities, is not materially different from the carrying values. The Registrant had updated the disclosure in Note 4 to include the assumptions used in the valuation of warrant liabilities. The Registrant respectfully advises the Staff that Adagio has engaged third-party specialists to assist it in completing the valuation of certain assets to be acquired and liabilities to be assumed. As this final valuation analysis is undergoing and not yet completed, the Registrant believes the amounts in the pro forma financial statements to be reasonable and…

In response to the Staff’s comment, the Company respectfully advises Staff we revised our disclosure on pages 148 and F-41 of the document. Cycurion reviews goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each fiscal year or more frequently if impairment indicators arise. The review of impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a one-step qualitative impairment test. ​ In performing the qualitative assessment, Cycurion considers many factors in evaluating whether the carrying value of goodwill may not be recoverable, including an analysis of its contract backlog and sales pipeline. While the contract backlog is confirmed as contractual wins, the sales pipeline is evaluated by management to…

The Earnout Share provision will be classified within equity under ASC 815. As a result of equity classification, the fair value of the shares transferred will be recorded within equity upon the date the shares are granted to the holder (i.e., the date in which the occurrence of Triggering Events I and/or II are met, if they are met. Therefore, no accounting impact is deemed to exist as of the date of the pro forma financial statements. The fair value of the shares transferred will be recorded within the financial statements of the combined company as of the date on which the occurrence of Triggering Event 1 and/or II are met if they are met. Responsive disclosure has been added to page 87 of Amendment No. 1.

The fair value of the common stock issued to advisors for services rendered was based on the fee in the business combination marketing agreement of 4.5% of the gross proceeds of the ROCL IPO of $5,175,000 that the advisors were initially entitled to upon consummation of the Business Combination. Responsive disclosure has been added to page 88 of Amendment No. 1.

The excess manufacturing overhead costs included in our non-GAAP financial measures are the result of converting a refurbishment plant in Mexico into a full-fledged manufacturing facility. This transition was in response to tariffs enacted on imports from China destined for North America. Our manufacturing overhead costs were also negatively impacted because we temporarily expanded our global footprint by opening a factory in Vietnam as part of our long-term factory planning strategy. This was done to lower our manufacturing concentration risk in China. We determined excess overhead as amounts exceeding normal and historical levels of manufacturing inefficiencies. The excess manufacturing overhead costs included in our non-GAAP financial measures are not necessary to operate our business and, therefore, distort the Company’s operating performance. These costs are temporal and are…

We perform our annual goodwill impairment test as of April 1 each year. On April 1, 2023, we performed a qualitative test. The qualitative test was partly informed by quantitative valuations of each of our reporting units performed as of January 1, 2023, in connection with a reorganization of our Defense, Space & Security (“BDS”) reporting units. As of both dates, we determined the fair value of each of our reporting units substantially exceeded their respective carrying values. Our January 1, 2023, quantitative valuations estimated the fair value of each of our reporting units using discounted cash flows and market-based valuation methodologies (such as comparable public company trading values, where appropriate). Significant assumptions used in the valuations included our forecasts of future cash flows, discount rates derived from our market capitalization, and an estimated control…

The Company respectfully advises the Staff on a supplemental basis that, with respect to each of American Allwaste (footnote (o)), 2KDirect (footnote (aa)), and ISI PSG Holdings, LLC (dba Incentive Solutions, Inc.) (footnote (an)), the $0.3 million, $4.0 million, and $13.5 million referenced in each footnote, respectively, refers to the original amount that was sold and recorded as a secured borrowing. As of December 31, 2023, the secured borrowing had (in thousands): (a) principal or par value of $330 and a fair value of $304 with respect to American Allwaste; (b) principal or par value of $3,328 and a fair value of $3,328 with respect to 2KDirect; and (c) principal or par value of $12,222 and a fair value of $12,168 with respect to ISI PSG Holdings, LLC. Subsequent to each original closing, there have been amortization payments paid against the secured borrowing reducing the original…

The Company acknowledges the Staff’s comment and has disclosed each residual investment in the Company’s portfolio companies in the Consolidated Schedule of Investments in the Form 10-Q.

The Company respectfully advises the Staff on a supplemental basis that escrow receivables refers to investments that were previously exited and the Company no longer holds the security of the portfolio company and therefore are not fair valued. The carrying amount of the escrow receivables, however, approximate fair value. On the other hand, residual investments refer to portfolio investments in which the portfolio company has sold its operations and are in the process of winding down, but the Company continues to hold a security in the portfolio company and therefore are fair valued.

The Sponsor has addressed each of the Staff’s comments as follows: • Revise the third paragraph of your introduction and the first paragraph of Note 1 to the unaudited pro forma financial statements to reflect the current requirements of Rule 11-02 of Regulation S-X. In this regard, pro forma financial statements are no longer limited to adjustments that are directly attributable to the transaction for which pro forma effect is being given, being factually supportable and, with respect to a statement of comprehensive income, expected to have a continuing impact; and The Sponsor has revised the disclosure on pages 60 and 64 of the Registration Statement in response to the Staff’s comment. • We are unable to recompute all the amounts presented in your pro forma financial statements based on the description of all pro forma adjustments in Note 3. Address the following: • Separately provide…

We respectfully acknowledge the Staff’s comment. We note that ASC 350-20-35-4 indicates “The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill.” The market capitalization of the Company is an indication of the fair value of the common equity of the total Company which includes all reporting units. Accordingly, the Company’s market capitalization compared to the total carrying value of equity exceeded its carrying value as of the annual impairment test date and as of year-end. Additionally, we note that the goodwill balance primarily consists of $2,016 million attributable to our Local Media reporting unit and $61 million attributable to our Tennis reporting unit. These reporting units represent approximately 98% of consolidated revenue. The most recent quantitative…

The Company respectfully acknowledges the Staff’s comment. In our forthcoming Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, the Company plans to enhance the disclosure contained in the “Critical Accounting Estimates” section of its Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in response to the Staff’s comment. In particular, the Company will disclose that it has performed interim impairment tests since our most recent annual impairment tests, which resulted in the impairment of machinery and equipment, intangibles and long-lived assets, indefinite-lived trademarks and amortizable customer relationships, primarily related to both the ParmCrisps ® and Thinsters ® brands and certain North America personal care brands (namely, Alba Botanica ® , Avalon Organics ® , and JASON ® ). The Company will also disclose…

The Company respectfully acknowledges the Staff’s comment. In response, below please find a more detailed chronology of events and related disclosures that occurred in fiscal 2023 leading up to the asset impairment charges related to the ParmCrisps ® and Thinsters ® trademarks taken in the third quarter of fiscal 2023. First Quarter of Fiscal 2023 – Three Months ended September 30, 2022 At the time of the filing of the Company’s Form 10-Q for the first quarter of fiscal 2023 (“Q1 2023 Form 10-Q”) on November 8, 2022, the loss of a major customer in the warehouse club channel, which represented the largest customer for the ParmCrisps ® products, was a recent development. In response to the loss, the Company put into place a comprehensive, strategic plan to win back the customer, gain distribution for ParmCrisps ® products with other customers, accelerate innovation and implement other…

The Company respectfully acknowledges the Staff’s comment and respectfully submits that we have added discussion in adjustments P and EE to reflect the impact of the purchase. Please see revised disclosure on pages 227, 228 and 231 of the Revised Registration Statement. Business of Stardust Power Financing Incentives, page 279