Fair value

In future filings, to the extent applicable, we will include as part of our critical accounting estimate disclosures the fact that no reporting units are at risk of failing the impairment test as they have a fair value that is substantially in excess of carrying value. Our proposed revised wording for this critical accounting estimate is below (changes underlined for emphasis). Proposed wording in future Form 10-K filings: Goodwill and Other Long-Lived Assets Our Management annually reviews goodwill and other long-lived assets for impairment or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. If we determine that the carrying value of the goodwill and other long-lived assets may not be recoverable, we record a permanent impairment charge for the amount by which the carrying value of the goodwill and other long-lived assets exceeds it fair…

The omission of disclosure indicating that valuations using the amortized cost method were used only with respect to securities that have a maturity of 60 days or less was in error. STIF’s valuation techniques and the fair value measurement of those assets measured at amortized cost in compliance with ASBY 820-10-50-2-bbb(1) will be disclosed in reports going forward. 11.

As described in Critical Accounting Policies in the Company’s Form 10-K for the fiscal year ended December 31, 2024, the Company has identified Global Ceramic, Flooring North America (“Flooring NA”) and Flooring Rest of the World (“Flooring ROW”) as its reporting units for the purposes of allocating goodwill as well as assessing impairments. As of the Company’s 2024 annual goodwill impairment testing date, which was the first day of the fourth quarter of 2024 (the “2024 Annual Impairment Test Date”), the Company completed quantitative goodwill impairment tests (the “Annual Impairment Tests”) and determined that the estimated fair values of its reporting units with goodwill exceeded their carrying values and that the Company did not have any at-risk reporting units. Additionally, on an interim basis the Company assesses if a triggering event has occurred that might reduce the fair value…

The Fund respectfully submits that the following disclosure in the section of the prospectus entitled “Calculation of Net Asset Value” sufficiently describes the Fund’s fair valuation policy with respect to Secondary Investments and other Private Market Assets. Notwithstanding the foregoing, the Fund will add the disclosure indicated below to explicitly state that the Fund will use the NAV of a Private Markets Asset as a practical expedient: The Valuation Policy Procedures provide s that the Fund will value its investments in Private Market Assets at fair value in accordance with ASC Topic 820 – Fair Value Measurements and Disclosures . Under ASC Topic 820, the Fund uses a practical expedient to value certain Private Market Assets by using the net asset value of the Fund’s ownership in the investment subject to adjustments in certain circumstances. More specifically, t T he fair value…

The Registrant undertakes to include these disclosures in future filings.

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.

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 Company confirms that its unfunded commitments are fair valued in accordance with ASC 820, consistent with the disclosures in footnote 9 to the Schedule of Investments and will include additional disclosure in the discussion of fair value measurements in Notes to Consolidated Financial Statements in future filings with the Commission. Ms. Lauren Hamilton - 4 -

In response to the Staff’s comments, the Company has removed the Bitcoin fair value adjustments on the Pro Forma Statement of Operations for the period ended June 30, 2025 and the year ended December 31, 2024 and added an adjustment to the Pro Forma Statement of Operations for the year ended December 31, 2024 for the gain on the settlement of the derivative liabilities reflected in Adjustments (G), (O), and (P) on the Pro Forma Balance Sheet. * * * Please contact Lorenzo Corte at +44 20 7519-7000 or via email at lorenzo.corte@skadden.com should you require further information. Sincerely, /s/ Jack Mallers Jack Mallers Chief Executive Officer Twenty One Capital, Inc. cc: Steven Meehan Chief Financial Officer Twenty One Capital, Inc. Lorenzo Corte and Maria Protopapa Skadden, Arps, Slate, Meagher & Flom (UK) LLP 2

Idle assets are being depreciated in accordance with paragraph 55 of IAS 16, the Company continues to depreciate these idle assets because management has not yet determined that they are to be permanently withdrawn from use. Accordingly, the assets are depreciated over their remaining useful lives despite being inactive. The Company intends to maintain this accounting treatment in future filings unless management’s plans regarding these assets change. The table below presents a comparative summary of the carrying values and appraised fair values of the Company’s property, plant and equipment as of December 31, 2023 and 2024. All figures are in thousands of U.S. dollars and are based on values determined by an independent appraiser: Year Carrying Value Fair Value; Land & Buildings Fair Value; Machinery & Equipment Total Fair Value Excess Fair Value % Excess over Carrying Value 2023 $…

The Company respectfully acknowledges the Staff’s comment and acknowledges that ASC 805-30-25-4 requires that if a bargain purchase gain is identified, the acquirer should reassess whether all of the assets acquired and liabilities assumed have been identified and recognized, including any additional assets and liabilities not previously identified or recognized in the acquisition accounting. In accordance with ASC 805-30-25-4, the Company followed the guidance outlined in ASC 805-20-25-5 and ASC 805-30-25-6 in completing its review of the business combination. Specifically, the Company completed the following items: • To verify that all identifiable assets and liabilities assumed were properly accounted for in the business combination, the Company reviewed the historical financial statements of UDF IV, reconciled the business combination workpapers to the ending balance sheet of UDF…

The initial fair value was agreed between the parties to the purchase agreement at Euro 5.30 per share. See disclosure above, shares were exchanged based on the sale price agreed upon between the parties. • Also tell us and disclose how you determined the initial fair value of the acquired intellectual property rights. If determined by the fair value of your equity shares, provide us an analysis as to how such fair value of your equity shares compares to your other share issuance price, preferably to a third party at similar time if any; if determined by any valuation model, disclose the model and key assumptions used.

The disclosure on pages 126-128 of Amendment No. 1 has been revised in accordance with the Staff’s comment. Dilution to Relativity's Stockholders, page 131

With respect to investments in UPFs, the Fund confirms that it intends to use the NAV of the UPFs as a practical expedient in accordance with ASC-820. The Fund’s valuation designee expects to receive information at least quarterly, but processed on an ongoing basis, relating to the UPFs for valuation purposes. The valuation designee expects to receive reports from the underlying general partners, including without limitation quarterly and annual statements with audited financials, where applicable, and perform valuation adjustments based on additional fund-specific and general market factors (such as interest rates) as appropriate.

The Registrant confirms that it will make the requested changes in future financial statements. 4.

• Revise your description on page 8 of the adjusted diluted net loss per share calculation to include the adjustment for gain/loss on debt securities carried at fair value. We respectfully acknowledge the Staff’s comment. In future filings, to the extent applicable, we will revise the description to include the adjustment for gain/loss on debt securities carried at fair value as it relates to adjusted diluted net loss per share. • Tell us why you only present this measure for the most recent period, while you presumably utilize this measure for a period-to-period comparison. We respectfully acknowledge the Staff’s comment. In our earnings release for the fiscal year ended December 31, 2024, furnished with the Commission on February 24, 2025 under Item 2.02 of our Current Report on Form 8-K (the “ 2024 Earnings Release ”), we presented a non-GAAP measure of adjusted diluted net loss per…

In response to the Staff’s comment, the Company has revised the disclosure on page F-31 of the Registration Statement. *************** 3 We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Katherine E. Geddes, Esq. of Reed Smith LLP at kgeddes@reedsmith.com or by telephone at (469) 680-4249. Sincerely, /s/ Anthony Pompliano Anthony Pompliano Chief Executive Officer cc: Ellenoff Grossman & Schole LLP Columbus Circle Capital Corp I 4

Comment acknowledged and the Company confirms that the amended Registration Statement includes disclosure regarding the applicability of Financial Accounting Standards Board ASC 820, Fair Value Measurement (“ASC 820”) under the heading “Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters – Valuation of Portfolio Securities”. 30. Staff

The Participation Fund’s policy with respect to concentration is disclosed in the prospectus. The Registrant will add this disclosure to the SAI.

We respectfully acknowledge the Staff’s comment. We considered the guidance in ASC 505-10 and 815-40 when evaluating whether the exchange of equity interests for bitcoin under the April PIPE, Contribution, June Pipe and Additional PIPE agreements should be presented at agreed-upon valuations or contractual value. ASC 505-10-25-2(a) applies to transactions involving the issuance of an entity’s outstanding equity shares in exchange for consideration. However, because the subscribed shares were not issued and outstanding at inception, but rather represent obligations indexed to the Company’s own equity, the instruments fall within the scope of ASC 815-40. Under ASC 815-10-15-74(a) and ASC 815-40-25, the contracts qualify for the equity classification scope exception and are classified in stockholders’ equity. Accordingly, the transactions do not result in the recognition of a gain or loss…

The Company respectfully acknowledges the Staff’s comment. The Company advises the Staff that it performed its annual goodwill impairment assessment for the Search Advertising reporting unit in the fourth quarter of 2024, and the fair value of the reporting unit exceeded its carrying value by 22.3%, which the Company believes to be substantially in excess of its carrying value. As such, the Company does not believe its Search Advertising reporting unit is at risk of failing step 1 of the quantitative impairment test. In future 20-F filings, the Company will include disclosure as to whether the reporting unit is at risk of failing step 1. Based on the above factors, the Company believes Search Advertising’s fair value is substantially in excess of its carrying value. In the future, however, if the Company believes that the reporting unit is at risk of a goodwill impairment charge, it…

We acknowledge the Staff’s comment. In response, and in light of both the Staff’s observations and events occurring in the updated reporting period, the Company performed a quantitative goodwill impairment analysis in addition to its prior qualitative assessment. The results of this quantitative evaluation, together with the related disclosures, have been included in the Amended Registration Statement. Please see pages 244-245 of the Amended Registration Statement for the revised disclosure. SharonAI Consolidated Financial Statements Consolidated Statements of Changes in Stockholders’ Equity, page F-88

The Company has revised its disclosure on pages 135-143 of the Registration Statement in response to the Staff’s comment. The Company has concluded that the Rorschach Merger and related transactions are a reorganization of entities under common control and that the Closing PIPE proceeds will be recorded based on the fair value of consideration received in the form of cash and HYPE tokens. U.S. Securities and Exchange Commission Division of Corporation Finance September 4, 2025 Page 6 Note 3. Historical Adjusted Financial Information, page 141

The Company takes note of the Staff’s comment and provides the following explanations, which will also be reflected in expanded disclosures in future Form 20-F filings. Current intentions regarding Republic Steel. At present, management has determined that the Republic Steel facilities will remain inactive unless there are changes in prevailing economic conditions that justify resuming operations. Accounting treatment of Republic Steel assets. As of December 31, 2024, because management does not intend to sell the facilities, IFRS 5 (Non-current Assets Held for Sale and Discontinued Operations) does not apply. Instead, the assets continue to be accounted for in accordance with IAS 16 (Property, Plant and Equipment), measured at cost less accumulated depreciation and impairment, as appropriate. In addition, the Company engaged an authorized appraiser to determine the fair value of the…

Preliminary Price Range The Company respectfully advises the Staff that the Company currently expects a price range of approximately $[***] to $[***] per share (the “ Preliminary Price Range ”) for the planned initial public offering (“ IPO ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), which Preliminary Price Range does not reflect the impact of a reverse stock split of the Common Stock that the Company anticipates may be effected prior to the filing of, and reflected in, an amendment to the Registration Statement to be filed prior to the commencement of the Company’s road show (the “ Reverse Stock Split ”). The share and per share numbers in this letter are presented on a pre-Reverse Stock Split basis. This Preliminary Price Range implies a pre-money equity valuation for the Company of $[***] million to $[***] million. The Preliminary Price Range…

We acknowledge the Staff’s comment and confirm that the initial adjustment is not subsequently amortized back into AOI in any future renewal period(s). General

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the grant of the CEO Service Award and CEO Stock Price Award is contingent on the effectiveness of the Registration Statement. The grant date for the CEO Service Award and CEO Stock Price Award will be the date of the effectiveness of the Registration Statement, and the grant date fair value of the CEO Service Award and the CEO Stock Price Award will be determined based on the final offering price for the Company’s initial public offering (“ IPO Price ”). The grant date fair value of the CEO Service Award will be equal to the IPO Price multiplied by the number of restricted stock units issued (362,108). The grant date fair value of the CEO Stock Price Award will be determined using a Monte Carlo valuation model that incorporates the likelihood of meeting the stock price targets and for which the inputs…

The Company respectfully advises the Staff that it has revised the disclosure on page F-55 of the Amendment to disclose the assumptions and valuation methodologies that are expected to be used in determining the fair value of the awards granted subsequent to June 30, 2025 and contingent on the IPO, and to note that these awards could have a material impact on the Company’s financial statements. General

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 176 and 177 to enhance clarity and ensure that investors are able to reconcile the “Change in Fair Value of Digital Assets and Related Investments” amounts to the corresponding amounts disclosed in the footnotes. September 2, 2025 Page 8 The Company further advises the Staff that, with respect to the Domestic Solana Fund, the Company acknowledges that investors are not able to directly reconcile such amounts for the fiscal years ended December 31, 2024 and 2023 with the revised disclosures to Note A of the combined consolidated financial statements on page 177, as the Company did not present a summary of changes in its equity investments for those periods. Beginning with the fiscal quarter ended June 30, 2025, however, the Company has included a summary of changes in its equity investments…

The Fund has added the requested disclosure in the Revised Registration Statement. We trust that the foregoing is responsive to your comments. Questions and comments concerning the enclosed materials may be directed to the undersigned at (215) 988-3328 or, in my absence, to Joshua M. Lindauer at (212) 248-3298. Sincerely, /s/ Joshua B. Deringer Joshua B. Deringer cc: Michael Kosoff, Senior Special Counsel Joshua M. Lindauer, Partner, Faegre Drinker

The Company acknowledges the Staff’s comment and will reflect the Staff’s comment in future filings. Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

The Company respectfully advises the Staff that as disclosed in the Form 10-K, the Company’s growth strategy includes making targeted acquisitions of businesses that have innovative technologies and products. While conducting due diligence on the target’s business and following completion of a business acquisition, the Company conducts a thorough review of both financial and operating information of the acquiree, including but not limited to historical financial statements, product and customer sales data, significant executory contracts, financial and tax diligence reports, tax returns, marketing materials, and website information. This information is supplemented through discussions with key members of management of the acquiree. This information is then analyzed by Company management including members of the finance, legal, and operations departments as well as executive leadership,…

Audit and tax fees are accrued in accordance with the terms of the audit and tax engagement letter with the independent public accounting firms (PwC for the VP Funds and KPMG for the Retail Funds). The Trust negotiates the audit and tax fees based on the fund complex (VP Funds or Retail Funds) and the services the fund complex requires. The Audit Committee of the Board reviews audit and tax fees during the selection process on an annual basis and during the organization of new funds. Minimum cost information on a per-fund basis is not provided to the Trust. As the Trust’s funds are designed for active trading and for tactical asset allocation strategies that involve frequent and often large purchases and redemptions of shares of the funds in each complex, the AUM for an individual fund may vary significantly over the course of an audit period. It is difficult, if not impossible, to…

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 155 and 161 to align with the financial statements. The Company further advises the Staff that Non-GAAP disclosures on pages 172 and 173 to include the changes in fair value of the digital assets it holds directly as well as its ratable investment in the Domestic Solana Fund which primarily holds Solana tokens. Combined Consolidated Statements of Cash Flows, page F-57

We advise the Staff that Legacy Kodiak Options granted from April 1, 2025 through June 30, 2025 have been included in Legacy Kodiak’s condensed financial statements as of and for the six months ended June 30, 2025 and are reflected in the stock option activity table on F-99. Legacy Kodiak has also summarized the options it granted after June 30, 2025 in the subsequent events footnote on F-102. Legacy Kodiak has utilized valuation reports prepared by a third-party firm in assessing the fair value of its common stock when granting options. Since March 31, 2025, such valuation reports used a probability-weighted expected return model with the following two scenarios: (i) Legacy Kodiak consummates a business combination 3 transaction with a special purposes acquisition company (e.g., the Business Combination) and (ii) Legacy Kodiak continues to operate as a private company. Legacy Kodiak’s…

We acknowledge the Staff’s comment and have revised the disclosures accordingly, see pages 197, 200, 203 and 204 of the Amended Registration Statement. 3 Unaudited Pro Forma Combined Statement of Operations, page 178

We acknowledge the Staff’s comment and have revised the disclosures accordingly, see pages 223 of the Amended Registration Statement. Goodwill is tested for impairment at least annually, at the beginning of the fourth fiscal quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Finite- lived intangible assets are assessed for impairment under ASC 360-10 if events suggest their carrying amount may not be recoverable. The Company did not identify any impairment indicators and thus did not perform an impairment analysis on the intangible assets. The Company performs its goodwill impairment assessment in accordance with the guidance in ASC 350, Intangibles—Goodwill and Other, using both qualitative and quantitative factors. In accordance with the standard,…

Please see attached file “SAI Share Transaction History Workbook” for complete details of all equity transactions in SharonAI since inception. 5 All equity transactions described herein have been valued based on management’s good faith estimate of the Company’s overall valuation at the time of issuance. This estimation has been informed by various qualitative and quantitative factors, including the Company’s operational progress, financial performance, market conditions, industry progress, and the terms upon which third-party investors have been willing to invest capital. In particular, management has considered the implied valuation from recent arms-length financings and expressions of investor interest as indicative of fair value for equity instruments issued in such transactions. Notes to the Consolidated Financial Statements Note 4. Acquisitions, page F-95

The Company acknowledges the Staff’s comment and has restored the accounting policy for property, plant, and equipment; fair value; and convertible notes that were included in our prior amendment. Green Rain Energy Holdings Inc. (the “Company”) respectfully requests that the above-referenced Offering Statement on Form 1-A be declared qualified by the Securities and Exchange Commission, effective at 3:00PM Eastern Time on Tuesday, August 12, 2025, or as soon thereafter as is practicable. Please be advised that the State of Colorado is prepared to qualify or register the offering, more particularly we are in receipt of the written communication from the Department of Regulatory Agencies Division of Securities of the State of Colorado, that the offering is “Effective or Cleared for Sale” in the State of Colorado. The effective date is March 25, 2025 and the File# is 2025-23-754. We thank…

As there has been no public market for our common stock to date, the implied enterprise value of the Company, as of any date, has been determined by the Company’s board of directors (the “Board”) with input from the management team (the “Management”). To better assist the Staff on how Board and Management determined the implied enterprise value of the Company as of December 6, 2026, the date of the amended purchase agreement, we have provided the analysis from a third-party valuation company below. The third-party valuation company procedures, investigations, and financial analyses included, but were not limited to the following: ● The Company’s historical financial statements for the years ended December 31, 2023, through December 31, 2024, and the trailing twelve months ended March 31, 2025 ● Pro forma financial models provided by Management ● Information regarding recent developments…

The Company respectfully advises the Staff that the Company evaluated the fair value of the Company’s unfunded commitments as of December 31, 2024, and determined that the unfunded commitments were not material. The Company respectfully confirms that there is no impact on the Company’s liquidity to cover the unfunded commitments. The Company undertakes to fair value the unfunded commitments in accordance with ASC 820 in the future. 1 Ken Ellington, Staff Accountant August 8, 2025 Page 2

In response to the Staff’s comment, we respectfully advise that we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors evaluates our results. As defined in our filings, Adjusted EBITDA means net income (loss) before interest, taxes, depreciation and amortization, adjusted for changes in the fair value of inventory, share-based payment expense, impairment losses (and gains) on financial assets, and other expenses (or income). We believe the adjustments reflect non-recurring or non-cash items that our management, board of directors and others believe are appropriate to provide an additional measure of our underlying earnings performance. The components of the adjustment for “Other expenses, net” are as follows, which we believe reflects appropriate…

In response to the Staff’s comment, we respectfully advise that the calculation of changes in the fair value of biological assets includes two components: (i) Unrealized fair value changes (gains/losses) – representing the impact of changes in fair value for medical cannabis plants, prior to their harvesting, which are defined as biological assets and had not been sold as of the balance sheet date. (ii) Realized fair value changes (gains/losses) – representing the impact of changes in fair value for medical cannabis plants which have been harvested, transferred to Inventory and sold during the reporting period. The calculation of each component for the twelve months ended December 31, 2024 (the “Reporting Period”), which is consistently applied for each of the years ended December 31, 2024 and December 31, 2023, is as follows: (i) Unrealized fair value changes (gains/losses): the…

The Company respectfully advises the Staff that the Company evaluated the fair value of the Company’s unfunded commitments as of December 31, 2024, and determined that the unfunded commitments were not material. The Company undertakes to fair value the unfunded commitments in accordance with ASC 820 in the future. Christopher R. Bellacicco, Senior Counsel Ken Ellington, Staff Accountant August 4, 2025 Page 3

The Registrant confirms that the commitments listed in note 11 of the Notes to Consolidated Financial Statements were fair valued and it recorded unrealized gain/loss on the commitment. As noted in the response to Comment #1 above, the Registrant notes that the commitment is funded. The Registrant confirms that, going forward, it include these disclosures in the financial statements. Comment #11 In future financial statements, please disclose and discuss with more specificity the reasons for the transfers into and out of Level

In response to the Staff’s comment, the Trust has revised the disclosure on pages 13 and 116 of the prospectus to clarify whether the disparity between valuation methods could be material and to disclose how such disparity will be disclosed to investors. Risk Factors, page 15

The Company acknowledges the Staff’s comment and advises the Staff that it has revised pages 17 and 50 of Amendment No. 6 to address the Staff’s comment. Use of Proceeds, page 55

The Company respectfully acknowledges the Staff’s comment regarding its obligations under the Tax Receivable Agreement (“TRA”). The Company advises the Staff that the $13,270,000 set forth as “ Liabilities under tax receivable agreement ” in the Omni purchase price allocation on page F-24 of the Form 10-K represents the net present value (“NPV”) of the payments that the Company estimated would be required to be made to fulfill all TRA payment obligations with respect to equity issuances to Omni holders at and as of the date of the Omni Acquisition. In the Income Taxes footnote to the consolidated financial statements included in the Form 10-K, the Company also disclosed its estimated liability under the TRA, as of the balance sheet date, based on exchanges (the “additional tax benefits”) that occurred in 2024 after the closing of the Omni Acquisition. As further disclosed in such…

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company recognized an extinguishment gain within equity pursuant with ASC 470-50-40-2, which states: A difference between the reacquisition price of debt and the net carrying amount of the extinguished debt shall be recognized currently in income of the period of extinguishment as losses or gains and identified as a separate item. Gains and losses shall not be amortized to future periods. If upon extinguishment of debt the parties also exchange unstated (or stated) rights or privileges, the portion of the consideration exchanged allocable to such unstated (or stated) rights or privileges shall be given appropriate accounting recognition. Moreover, extinguishment transactions between related entities may be in essence capital transactions. The Company recognized an extinguishment gain for the excess…

We confirm that in future filings for brands that we consider to be at higher risk of impairment, we will also disclose and discuss the key assumptions used to estimate their fair values and the potential events or circumstances that could reasonably be expected to negatively impact those key assumptions. Quality Foods Since 1889 Securities and Exchange Commission July 23, 2025 Page 2

In response to the Staff’s comment, the Company has provided the requested summary and reconciliation below. The Company respectfully advises the Staff that the Company believes that the fair values used as the basis for determining share-based compensation in connection with its profit interest and restricted share unit grants have been reasonable and appropriate for the reasons set forth below. 5 Division of Corporation Finance Securities and Exchange Commission July 22, 2025 Page 6 Equity Awards From January 1, 2024 to July 22, 2025 Since January 1, 2024, the Board of Directors, with input from management, determined the estimated fair value of the Company’s share-based awards after considering contemporaneously obtained valuation reports from an independent third-party valuation specialist as well as the other objective and subjective factors described in the Registration Statement…

The Fund will revise “Valuation Risk” as marked below. The Fund believes that stating that the Fund’s shares may be purchased or repurchased at a NAV that may later turn out to be incorrect would be confusing to shareholders. For any fund that holds an investment that is fair valued, the fund’s NAV is a good faith estimate based on the information available on the date such NAV is determined; this is not unique to the Fund or its investment in Private Funds. - 4 - July 22, 2025 • Valuation Risk. The value of the Fund’s investments will be difficult to ascertain, and the valuations provided in respect of the Private Funds, private debt investments and other private securities will likely vary from the amounts the Fund would receive upon withdrawal, realization or other disposition of these investments. While the value of the Fund’s publicly-traded securities is more readily…

Please see the response to Comment 8 above. 10.

The Fund will revise “Valuation Risk” as marked below. The Fund believes that stating that the Fund’s shares may be purchased or repurchased at a NAV that may later turn out to be incorrect would be confusing to shareholders. For any fund that holds an investment that is fair valued, the fund’s NAV is a good faith estimate based on the information available on the date such NAV is determined; this is not unique to the Fund or its investment in Private Funds. - 4 - July 22, 2025 · Valuation Risk. The value of the Fund’s investments will be difficult to ascertain, and the valuations provided in respect of the Private Funds, the Sub-REIT, private debt investments and other private securities will likely vary from the amounts the Fund would receive upon withdrawal, realization or other disposition of these investments. While the value of the Fund’s publicly-traded securities is more readily…

Please see the response to Comment 8 above. * * * * * If you have any questions or require any clarification concerning the foregoing, please call me at 617-951-7780. Sincerely, /s/ Lisa M. Henry Lisa M. Henry cc: Sarah Clinton, Ropes & Gray LLP Chelsea M. Childs, Ropes & Gray LLP Brian Petersen, Versus Capital Advisors LLC Jillian Varner, Versus Capital Advisors LLC

In response to the Staff’s comment, the Company has revised the disclosure on the page F-34 of the Registration Statement. Regarding the key assumptions used to estimate the fair value of options granted in 2024, the Company respectfully advises the Staff that, as it did not grant new stock options in 2024, it maintained the assumptions established in the 2023 assessment. U.S. Securities and Exchange Commission July 22, 2025 Page 5 As of December 31, 2023 As of December 31, 2024 Before Adjustment Balance with Other Group Entities Elimination of Intercompany Amounts After Adjustment Before Adjustment Balance with Other Group Entities Elimination of Intercompany Amounts After Adjustment (in thousands) ASSETS Current assets Cash 496 — — 496 129 — — 129 Restricted cash — — — — — — — — Accounts receivable, net — — — — — — — — Amounts due from related parties 3,386 — — 3,386 3,436 — — 3,436…

In response to the Staff’s comment, the Company has revised the disclosure on the page F-37 of the Registration Statement. Regarding the key assumptions used to estimate the fair value of exchangeable notes as of December 31, 2024, the Company respectfully advises the Staff that, as it did not engage in equity financing or bond issuance in 2024, it maintained the assumptions established in the 2023 assessment. The Company has conducted a comprehensive evaluation of the fair value measurement at the end of 2024 in accordance with ASC 820 and SEC requirements. To identify external factors that may affect fair value measurement, such as changes in market condition, the Company has taken the following steps: ● Macroeconomic analysis: Review indicators such as interest rates, inflation, industry growth rates, and geopolitical risks in 2024, and compare them with benchmark data in 2023. ●…

We respectfully acknowledge the Staff’s comment and have revised our unaudited pro forma condensed combined statements beginning on page F-2 accordingly. On behalf of the Company, thank you for your review of this letter. If you have any further comments or questions, please do not hesitate to contact Callie Jones of Brunson Chandler & Jones, PLLC by telephone at (801) 303-5721 or by email at callie@bcjlaw.com or Anne Peetz of Reed Smith LLP by telephone at (713) 469-3853 or by email at apeetz@reedsmith.com. Very truly yours, /s/ Tim Pickett Chief Executive Officer Kindly MD, Inc. cc: Callie Tempest Jones, Brunson Chandler & Jones, PLLC Lynwood Reinhardt, Reed Smith LLP Anne Peetz, Reed Smith LLP Katherine Geddes, Reed Smith LLP 3