Going concern

2. We note that you discuss going concern issues in MD&A on page 24 and your auditors have included an explanatory paragraph raising substantial doubt regarding your ability to continue as a going concern in their report for 2023. Please expand the risk factor disclosure to include these going concern issues.

3. Your filing dated April 15, 2024 included an audit opinion from BF Borgers with a going concern modification for the fiscal years ended December 31, 2023 and 2022. We note from your disclosure on pages F-7 and F-26 that, as of the date of the reissued financial statements, management believes there is not substantial doubt regarding your ability to continue as a going concern when considering, among other matters, the cash proceeds from the Business Combination and the conversion of the Pre-Merger Notes. While we note your successor audit opinion does not have a going concern modification, Item 304 of Regulation S-K requires a registrant to disclose whether the former auditor’s report contained a modification. Revise your statements with respect to your former auditor to clarify that the BF Borgers’ audit reports included an explanatory paragraph regarding your ability to continue as…

3. We note the revisions made in response to prior comment 3. Please clarify what you mean when you state "there is substantial doubt we will continue as a going concern" if you are unable to regain compliance with the listing standards.

2. We note that you have concluded that certain conditions raise doubt about your ability to continue as a going concern and that these conditions have been alleviated based on management's plans which include the consideration of your existing cash balance as of December 31, 2023 and your expectation of financial support from major shareholders. Please further explain to us how you determined that it was probable that management's plans will mitigate the conditions that raise substantial doubt under ASC paragraphs 205-40-50-6 through 10. In addition, please expand your disclosure to specify the actions probable to occur to address each of the current conditions that raise doubt about your ability to continue as a going concern. For example, your disclosure should specify how you intend to settle bank debt that is coming due in the next twelve months, identify the specific plans you…

1. We note that the audit reports included for Digital Health Acquisition Corp., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. include statements expressing substantial doubt as to each company's ability to continue as a going concern. Please revise your prospectus summary and risk factors to highlight DHAC, VSee and iDoc’s ability to continue as a going concern and describe the material risks associated with the going concern opinions issued by their respective auditors. Please also revise your prospectus/proxy statement/consent solicitation summary accordingly.

Comment: Please disclose that Adagio’s audit report includes a paragraph related to substantial doubt about the ability of Adagio to continue as a going concern.

3. Please significantly revise your summary section to describe your current business operations and products. In your revised disclosure, provide balanced disclosure to highlight the stage of your development, recent net losses, lack of revenues and any additional funding needs to develop your business. Also revise the Summary and Risk Factors sections to disclose that your auditor has issued an opinion noting that the accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

6. Please revise the disclosure concerning ConnectM on page 20 to highlight the net losses, negative cash flow from operations, and going concern.

2. Please revise this section as well as the Summary section, where appropriate, to include a discussion of the combined company’s liquidity position following the Business Combination. In your revisions, please describe and quantify the payments required to be made by the combined company following the Business Combination, including transaction expenses, as well as any other debt obligations of the combined company, including unpaid license agreement obligations. Please also include amounts that may become payable pursuant to legal proceedings or other disputes. In your discussion, please include disclosure regarding the combined company’s liquidity position if the Available Closing Cash condition is waived. Please also reflect your disclosure elsewhere in the registration statement indicating that there is substantial doubt as to Abpro’s ability to continue as a going concern within…

1. We note that your Form 10-Q for the quarter ended September 30, 2023 on page 10 states that “[t]he accompanying financial statements have been prepared on a going concern basis...” and that there is “...substantial doubt about [your] ability to continue as a going concern within one year after the date that the financial statements are issued.” Please revise Summary and where appropriate regarding the auditor’s doubt about your ability to continue as a going concern.

14. In the risk factor on page 105, you disclose that Tectonic concluded that its recurring losses from operations and need for additional financing to fund future operations raise substantial doubt about its ability to continue as a going concern in its financial statements for the year ended December 31, 2022 and the nine months ended September 30, 2023 and that “Similarly, Tectonic’s independent registered public accounting firm included an explanatory paragraph in its report on Tectonic’s financial statements for the year ended December 31, 2022 and the nine months ended September 30, 2023 with respect to this uncertainty.” Please revise this sentence to remove the implication that a report was issued by Tectonic’s auditor for the nine months ended September 30, 2023.

6. We partially reissue prior comment 14. Please revise the summary disclosure concerning ConnectM to highlight the net losses, negative cash flow from operations, and going concern.

5. We note that in addressing matters of going concern, the audit opinion states “the existence of a material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern.” Please make arrangements with your auditor to revise their report to clearly state that there is substantial doubt about your ability to continue as a going concern, if true. Refer to PCAOB Auditing Standard 2415.

6. Please revise to discuss your auditor’s going concern opinion. Disclose your monthly “burn rate” and the month you will run out of funds without additional capital. Also, revise to state that you must raise additional capital in order to continue operations and to implement your plan of operations and quantify the amounts needed for each. Additionally, please revise to disclose your lack of revenues and net losses for the financial periods contained in the registration statement. Last of all, disclose your related party loan with SCC to include amount outstanding and that the loan is due on demand. 2

2. We note that this risk factor describes management’s plan to alleviate doubt about your ability to continue as a going concern includes borrowing from related parties. Please revise here or in another risk factor to acknowledge your current borrowings from related parties, mainly your Chief Executive Officer, and the relevant risks associated with such loans being interest free, unsecured, and due on demand, as you do in your “Certain Relationships and Related Party Transactions” disclosure on page 38. U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services Page 2

1. Your disclosure states that “our auditors have issued a going concern opinion on our audited financial statements…” However, the auditor’s report on page F-2 does not contain a going concern paragraph. Please revise your registration statement as appropriate.

1. Please address the following with respect to the going concern disclosure in your amended Form 10-Q for the quarterly period ended September 30, 2023: • Revise your Prospectus Summary to provide disclosure about the facts that raise substantial doubt about your ability to continue as a going concern. Your disclosure should include a discussion of: • the principal conditions or events that raise substantial doubt about your ability to continue as a going concern; • your evaluation of the significance of those conditions or events in relation to your ability to meet your obligations; and • management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about your ability to continue as a going concern. • As part of this disclosure, please also include a discussion of your current liquidity position, the sources of that liquidity (e.g., cash,…

14. Please revise the summary disclosure concerning ConnectM and the risk factors to highlight the net losses, negative cash flow from operations and going concern.

17. You disclose that there is substantial doubt about AgileAlgo’s ability to continue as a going concern if the business combination is not consummated. Please disclose the minimum funding required for AgileAlgo to remain in business for at least the next 12 months, as well as the minimum number of months that AgileAlgo will need to conduct planned operations using currently available capital resources. Refer to Item 303(a)(1) and (2) of Regulation S-K.

3. We note that you have concluded the company will be able to continue as a going concern for a period of at least twelve months based on the extended forbearance agreement. As this agreement is only until March 15, 2024, and is not yet effective, please tell us and disclose how substantial doubt about the entity's ability to continue as a going concern is alleviated. Additionally, please tell us how you determined it was probable that management's plans will be effectively implemented. Refer to ASC 205-40-50-6 through 10 and ASC 205-40-55-3.

10. Please revise to expand your descriptions of SBC and Pono, including but not limited to, the following: ● Please revise your disclosure here and on page 159 to clarify when SBC was founded and to discuss the important events in the development of the company’s business. We refer to your disclosure on page 166 that the company’s brand name “Shonan Beauty Clinic” has been developed for over 20 years in the medical industry, but you also disclose on page 159 that SBC began providing management services to its franchisee treatment center in 2017; ● Please provide a breakdown of total revenues from management services by category of activity. We refer to your disclosure on pages 69 and 162 that SBC depends on and earns substantial revenue through the franchisee clinic customer reward program in addition to its franchising and procurement revenues; 3 ● Please balance your disclosure to…

3. Staff’s comment : We note your statement on page F-53 that as of June 30, 2023 you have concluded that “significant doubt exits regarding the entity’s ability to continue as a going concern.” Please disclose that at the forefront of your MD& A and Liquidity sections. Your Liquidity section should comply with guidance in Item 303(b)(1) of Regulation S-K.

1. Your auditors have included a going concern qualification in their audit report. Please obtain and file a new audit report that is unqualified and meets the requirements in PCAOB Auditing Standards 2415 and 3101. Refer to SAB Topic 1.E.2.

4. We note your revised disclosure in response to comment 1. We note the auditor’s opinion raising substantial doubt about your ability to continue as a going concern. Please revise this discussion to provide more specific information required by Item 303(b)(1) of Regulation S-K, including your ability and plans to generate cash and whether you will have sufficient funds to meet your obligations, both in the short and long term. For example, please clarify how long you believe your current cash would fund your operations.

4. In response to comment 3, you revised the disclosure to state that the factors raise substantial doubt that the company will be able to continue as a going concern beyond the next 12 months from the date the financial statements are issued. ASC 205-40-50-13 requires that, if, after considering management's plans, substantial doubt about an entity's ability to continue as a going concern is not alleviated, you should include a statement in the notes to financial statements indicating that there is substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Please tell us how you considered ASC 250-40-50-13.

13. Please disclose CorpAcq’s losses for the fiscal year ended December 31, 2022 and for the six months ended June 30, 2023. Also disclose that CorpAcq’s auditors have issued a going concern opinion and that CorpAcq is required to make a balloon payment of £120 million on June 15, 2024, in accordance with CorpAcq’s £200 million facility. As stated in the notes to the financial statements, disclose that based on CorpAcq’s forecasts, CorpAcq does not expect it will be able to make the balloon payment using cash on hand and cash available from other undrawn bank facilities without refinancing the facility. Make similar disclosures under the Risk Factor Summary starting on page 56.

23. We note your risk factor disclosure on page 66 regarding CorpAcq's going concern determination and its efforts to refinance its existing debt. Please discuss the risk to investors resulting from the post-business combination company having to make the £120 million balloon payment due in 2024. We note your disclosure on page 273 that, if necessary, CorpAcq expects that the cash proceeds from the business combination would also contribute to provide sufficient liquidity to enable CorpAcq to make the balloon payment.

1. We note the risk factor disclosure on page 23 that “[your] ability to meet [your] capital needs may be harmed by the loss of revenue from SRM” and that your accountant has expressed doubt about your ability to continue as a going concern. Please revise your disclosure to include a discussion of your liquidity and capital resources for the years ended December 31, 2022 and 2021, and for the nine months ended September 30, 2023 and 2022, as required under Item 303(b)(1) of Regulation S-K.

5. Please revise your risk factor to clarify and more fully address the following: · In the second paragraph you disclose GCT may not be able to "sustain its revenue growth"; however, we note GCT’s annual and interim net revenues declined by 35% in FY 2022 and 30% in FY 2023 relative to the comparative periods. Revise your disclosures to: eliminate the reference to revenue growth; quantify and disclose the declines in net revenues GCT experienced during the periods presented; and address any risks associated with the declining revenue trend. Greenberg Traurig, LLP www.gtlaw.com Securities and Exchange Commission Office of Trade and Services Division of Corporation Finance December 21, 2023 Page 3 · In the third paragraph you disclose the failure to raise additional equity "may" adversely affect GCT’s ability to continue as a going concern; however, we note both GCT management and its…

17. Please revise your disclosures to more fully address the following: · In the third paragraph you disclose "if the Business Combination is not consummated" there are circumstances that raise substantial doubt about GCT's ability to continue as a going concern; however, we note both GCT management and its auditors have concluded there is substantial doubt about GCT’s ability to continue as a going concern. Revise your disclosures that imply GCT’s ability to continue as a going concern will occur if the Business Combination is not consummated to clearly disclose that GCT management and its auditors have concluded there is substantial doubt about GCT’s ability to continue as a going concern and address the potential consequences of their conclusions.

1. Your auditors have included a going concern qualification in their audit report. Please obtain and file a new audit report that is unqualified and meets the requirements in PCAOB Auditing Standards 2415 and 3101. Refer to SAB Topic 1.E.2.

4. Please tell us how you determined it was probable that management’s plan will be effectively implemented within one year after the date that the financial statements are issued, especially in light of the expected short term extension of February 28, 2024. Include in your response a description of the facts and circumstances that have changed since your previous assessment that there was substantial doubt about the entity’s ability to continue as a going concern. Please reference ASC 205-40 in your response.

4. We acknowledge your response to comment 9. Please respond to the following: ● Add disclosure to state, if true, that the amounts presented in the last table on page F-19 are in thousands. ● We note that you had a loss before taxes of $5.1 million for the nine months ended June 30, 2023 and no revenues. Further, if the gain on sale/exchange of digital assets of $16.4 million in 2021 and $5.0 million in 2022 are excluded, it appears that you would have had losses in those years and be in a three-year cumulative loss position as of December 31, 2023. Tell us whether you expect to incur a loss for fiscal 2023. ● As of September 30, 2022, you have digital assets of $0.611 million and cash of $10.2 million and your token sale liability is $32.3 million. Tell us how you considered your current financial position in your analysis of the need for a valuation allowance for deferred tax assets.…

42. You disclose that your non-compliance with certain financial covenants relating to certain loans as of December 31, 2022, constitutes an “event of default” and “thereby casting substantial doubt regarding the Group’s ability to continue as a going concern.” We also note, however, that the auditor report on page F-34 does not include an explanatory paragraph describing any uncertainty about your ability to continue as a going concern. Please revise your disclosure to clearly state whether or not management believed there was substantial doubt about the company’s ability to continue as going concern as of December 31, 2022. If substantial doubt did exist, then please include an auditor report that is revised to include an explanatory paragraph consistent with PCAOB AU 2415.12 and 2415.13 guidance.

1. We note your disclosure on page 184 that, assuming the closing of the Business Combination, existing working capital, further advances and debt instruments, and anticipated cash flow are not currently expected to be adequate to fund operations over the next 12 months at planned operating levels. We also note your disclosure that you expect the need for additional capital and renegotiation, extension or refinancing of existing debt to fund operations over the next 12 months. Please revise your risk factor titled “There is substantial doubt about Set Jet’s ability to continue as a going concern. Set Jet may need additional financing to execute its business plan, to fund its operations and to continue as a going concern” to include this information.

8. Staff’s comment : We note that the Report of Independent Registered Public Accounting Firm on page F-3 does not include an explanatory paragraph for going concern issues and that disclosure in Note 2.4 Liquidity on page F-12 states that “management’s plans serve to alleviate such doubt” despite a working capital deficit and operating losses for the periods presented. Please expand the disclosure on page F-12 to describe, in detail, management’s plans and have your accounting firm tell us the basis for their conclusion that the factors noted do not raise substantial doubt about your ability to continue as a going concern.

2. We note your disclosure on page 23, as well as the disclosure on page 49, describing the substantial doubt in Lyneer’s ability to continue as a going concern. Please include such disclosure in this section, including whether you expect that Lyneer’s existing cash balances will be sufficient to meet working capital and capital expenditure needs for the next twelve months. Please include cross-references to the applicable risk factors and your Liquidity & Capital Resources discussion. Additionally, please update the Modifications to Lyneer’s Debt Facilities section on page 5 to disclose the most up to date information regarding Lyneer’s debt facilities. In this regard, we note your disclosure throughout the prospectus that Lyneer does not expect to cure such events of default prior to November 17, 2023 and has not obtained an extension of the Forbearance Agreement.

7. We note that management has concluded that there is substantial doubt about AEON's ability to continue as a going concern. Please describe the potential effect that this conclusion may have on your ability to raise additional funds through equity or debt financing, as well as the potential terms of any such financings. In this regard, we note that under the terms of the Forward Purchase Agreements, the Reset Price over 24 months following the closing of the Business Combination may be impacted by the price at which shares of your common stock could be sold through a potential public or private equity offering.

4. We note your disclosure in this risk factor that you have negative working capital and that your auditor issued an opinion in connection with your December 31, 2022 financial statements that expressed substantial doubt about your ability to continue as a going concern unless you obtain additional financing. Please also discuss any material risks relating to your convertible notes that are in default. We note your related disclosure on page F-33.

2. Please augment your risk factor header to state that your auditors have issued a going concern opinion. Also, we note your related disclosure on page 32, which seems to lay out various events that must occur in order for you to continue as a going concern. And yet in the same section, you also state that “[you] believe that [you] will be able to continue as a going concern, and that it is appropriate to adopt the going concern basis in the preparation of the financial report,” which is unclear. Please revise as the sentence seems contradictory and the implication of “adopting” the going concern basis is not apparent.

8. We note that the audit opinions for SEPA and SANUWAVE include paragraphs related to substantial doubt about the ability of SEPA and SANUWAVE, respectively, to continue as going concerns. Please include prominent disclosure regarding this point in the summary section.

14. We note your disclosure on page 63: “The operating losses and the events of default on SANUWAVE’s notes payable indicate substantial doubt about SANUWAVE’s ability to continue as a going concern for a period of at least twelve months from the filing of SANUWAVE’s Quarterly Report on Form 10-Q for the three months ended June 30, 2023.” Please revise to expand the risks involved with SANUWAVE’s default under certain debt instruments.

Comment 2. We note your response to comment 6 and reissue in part. Please revise your business history to highlight the auditor’s paragraph regarding your ability to continue as a going concern and describe the material risks associated with the going concern opinion. Additionally, disclose the potential effect the going concern opinion may have on your ability to raise additional funds through equity or debt financing.

32. We note your disclosure that Tevogen expects to continue to incur significant expenses and operating losses for the foreseeable future as it continues to advance its preclinical and clinical development of TVGN 489, and that Tevogen expects its expenses to increase substantially, including the additional costs associated with operating as a public company. We also note the disclosure concerning substantial doubt about Tevogen’s ability to continue as a going concern. Please revise to disclose how the funds available to the post-merger company will be allocated. In particular, discuss whether the funds available to Tevogen after the merger and the pre-closing financing are expected to be sufficient for Tevogen to complete its current clinical trials. Also, clarify whether such funding is expected to be sufficient to operate the combined business for twelve months following the…

33. We note the going concern paragraphs in the audit reports on pages F-2 and F-4. Please revise future filings to include a statement in the notes to the financial statements indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Refer to ASC 205-40-50-13.

19. We note your disclosure in the Liquidity section that you believe you will have sufficient liquidity to fund operations for the next 12 months. Please tell us the following: • Given your significant losses in the periods presented and accumulated deficit, please tell us, in detail, how you determined the cash flows referenced in the Liquidity section will be sufficient to satisfy liquidity needs in the next 12 months, especially given the uncertainties surrounding the cash flows referenced (i.e. repayment on container sales, the price of Bitcoin, electricity costs, performance of joint venture, etc.); • How you analyzed your ability to generate and obtain adequate amounts of cash to meet your requirements in the long-term (i.e., beyond the next 12 months) as required by Item 303(b)(1) of Regulation S-K; and • How your auditor - BF Borgers CPA PC - evaluated the Company's ability to…

Comment : We note that the audit opinions for Nocturne and Cognos includes paragraphs related to substantial doubt about the ability of Nocturne and Cognos, respectively, to continue as going concerns. Please include prominent disclosure regarding this point in the Summary section.

15. We note your disclosure that certain conditions raise substantial doubt about the Company’s ability to continue as a going concern. Please expand your disclosures here and in the footnotes to provide more details about the principal conditions that gave rise to the substantial doubt, management's evaluation of those conditions in relation to the Company's ability to meet its obligations and management's plans that alleviated substantial doubt, to the extent applicable. Refer to ASC 205-40-50. In addition, include more quantitative details in your disclosure, such as clear disclosure of available liquidity and contractual obligations due within twelve months.

57. We note your disclosure on pages 26 and F-10 that, “management continues to prepare the Company’s consolidated financial statements on a going concern basis.” Please tell us how your auditor, Audit Alliance LLP, evaluated the Company’s ability to continue as a going concern and the need for explanatory language. Refer to PCAOB Audit Standard 2415.

4. We restate the comment in part to request disclosure in the prospectus summary section highlighting the auditor’s explanatory paragraph regarding Gryphon’s ability to continue as a going concern. Company

Comment 6. Please revise your business history and risk factors to highlight the auditor’s paragraph regarding your ability to continue as a going concern and describe the material risks associated with the going concern opinion. Additionally, disclose the potential effect the going concern opinion may have on your ability to raise additional funds through equity or debt financing.

2. Your disclosure states that e.GO’s management assumes going concern for the period up to and including June 2024 will likely be provided on the basis of the current planning. Please revise to state that your current liquidity and capital resources will allow you to operate for the next 12 months, if true. If your current liquidity and capital resources will not cover your operations for the next 12 months, please tell us how management considered the guidance in ASC 205-40-50 regarding evaluating conditions and events that may raise substantial doubt about e.GO’s ability to continue as a going concern and revise to include applicable disclosure, as appropriate.

3. Please amend your summary to disclose, as you do on page 10, that as of March 31, 2023, you had an accumulated deficit of $23,543,465, negative cash flows from operating activities of $1,854,398 and working capital of $644,028, which raises substantial doubt about your ability to continue as a going concern.

7. Please provide a new risk factor with a title which references the going concern language in the auditor’s report. We note the related information you include in this risk factor.

15. We note that your digital assets consist entirely of ether, that there is substantial doubt about your ability to continue as a going concern and that your digital assets may be used to satisfy the token sale liability, as necessary. Considering the inherent risk and price volatility of your digital assets, please disclose the weighted average cost of digital assets held at the end of the periods presented.

1. Please revise the prospectus summary to include the disclosure mentioned in the penultimate risk factor on page 22 that you do not believe the cash and cash equivalents on hand as of March 31 2023 will be sufficient to fund your operations and capital expenditure requirements for the next twelve months from the date the condensed consolidated financial statements are issued and the substantial doubt about your ability to continue as a going concern.

8. You disclose in Risk Factors on page 22 that you do not believe the cash and cash equivalents on hand as of March 31 2023 will be sufficient to fund your operations and capital expenditure requirements for the next twelve months from the date the condensed consolidated financial statements are issued, and that the uncertainties surrounding your ability to access capital when needed create substantial doubt about your ability to continue as a going concern. Please incorporate this disclosure into your discussion of your liquidity and capital resources, and within Note 2 on pages F-7 and F-27 as required by ASC 205-40-50.

29. We note your revisions in response to our prior comment 49 and reissue. Please revise your disclosure to clearly state that an auditor has expressed substantial doubt as to AFRAG’s ability to continue as a going concern and to quantify your history of net losses.

15. We note the audit report includes an explanatory paragraph for a going concern issue and references discussion about this issue at Note 2 to the financial statements. We have not located the referenced disclosure in the notes to your financial statements. Please advise.

3. You disclose that management has projected that cash on hand may not be sufficient to allow you to continue operations beyond the next 12 months. Please tell us how your disclosure considered ASC 205-40-50-13 which discusses whether there is substantial doubt about an entity's ability to continue as a going concern within one year after the date that the financial statements are issued.