Impairment

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it evaluates the status of all of its legal proceedings in each reporting period, including the patent infringement complaint filed against the Company by Teva Pharmaceutical Industries (“Teva Complaint”), to assess whether accruals are appropriate under ASC 450-20-25-2 and to determine whether an estimate of possible loss or a range of possible losses can be made under ASC 450-20-50. During this evaluation, the Company’s management considers all existing and new matters, including, but not limited to, (i) the nature and status of each matter; (ii) the advice of legal counsel and other advisors related to each matter; (iii) the Company’s experience or that of other entities in similar matters; (iv) the Company’s belief in whether it has meritorious and valid substantive defenses against the allegations…

The Company respectfully acknowledges the Staff’s comment and would respectfully like to advise Staff that moving forward, the language under the “About Snow Lake Resources Ltd.” section will be revised as follows: About Snow Lake Resources Ltd. Snow Lake Resources Ltd., d/b/a Snow Lake Energy, is a Canadian clean energy exploration company listed on NASDAQ:LITM with a global portfolio of clean energy mineral projects comprised of two uranium projects and two hard rock lithium projects. The Black Lake Uranium Project is an exploration stage project located in the Athabasca Basin, Saskatchewan and the Engo Valley Uranium Project is an exploration stage project located in the Skeleton Coast of Namibia. The Snow Lake Lithium™ Project is an exploration stage project located in the Snow Lake region of Northern Manitoba and the Shatford Lake Lithium Project is an exploration stage project…

The Company respectfully advises the Staff that the $11.7 million of assets impaired were related to capitalized software development costs which are within property, plant and equipment on the Company’s consolidated balance sheet. The other miscellaneous charges of $1.0 million were related to employee costs directly associated with the unwinding of the game. None of the amounts recognized were related to inventory.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised pages 208-212 of the Amended Registration Statement.

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

In response to the Staff’s comment, the Company has provided the requested disclosure in Note 4 to its audited financial statements for the fiscal year ended December 31, 2023, included in the Amendment. Note 4 – Related Party Transaction, page F-10

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company concluded based on our net realizable analysis that it needed to write down $28.7 million of inventory and accrued liabilities related to excess components at suppliers. The word choice of “decide” was not precise enough. The Company decided to accelerate the end of life of its legacy product set, which, combined with other factors as described above, resulted in the unfavorable net realizable analysis. The Company further respectfully advises the Staff that it regularly analyzes inventory for impairment and concludes at each reporting period the appropriate value of inventory based on the lower of cost or net realizable value. The analysis of the net realizable value of the Company’s inventory is based on the Company’s assumptions of demand for its products and requires significant…

In the 10-K, the Company reported “Asset impairment, restructuring, and net settlement contingencies (net of taxes)” on page 42 in the reconciliation of net earnings to adjusted net earnings and diluted EPS to adjusted EPS, and “Asset impairment, restructuring, and net settlement contingencies” on page 43 in the reconciliation of net earnings to adjusted EBITDA. The components of these adjustments are described and quantified in the table below: 2023 2022 Description In millions Per Share In millions Per Share Impairment – PPE, long lived assets, exit of businesses, and recovery on assets impacted by Ukraine war (net of tax of $43M in 2023 and $14M in 2022) $261 $0.48 $63 $0.11 Restructuring – Severance (net of tax of $7M in 2023 and $8M in 2022) 26 0.05 21 0.04 Settlement – Contingencies for non-routine matters (net of tax of $7M in 2023 and $11M in 2022) 23 0.04 31 0.06 Total $310…

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 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 for items valued on a recurring and non-recurring basis that utilize level 3 inputs 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 include quantitative information about the significant unobservable inputs used in the fair value measurement of the trademark within the Company’s International Interactive segment resulting in impairment in 2023, with additional language indicated through the following underlined text: I n…

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’s asset, the Estelle Gold Project (“Project”) of which it owns an 85% interest located in Alaska , USA comprises of 513km 2 of State of Alaska mining claims. To date, through both extensive surface sampling and 90,000m of drilling, we have discovered a large mineralized corridor over 35km in length, containing over 20 promising prospects, which includes 4 already defined significant gold resources containing a combined S-K 1300 compliant resource of 5.2 Moz Au (of which approximately 4.4 Moz au is attributable to the Company’s interest), with ongoing exploration and studies continuing to increase both the resource size and confidence to reserves, as well as identify new prospects, as the Company progresses on its path towards commercial production, with the 1 st gold pour currently scheduled for late 2028 as disclosed in the Registration Statement. Securities and Exchange…

The Company respectfully acknowledges the Staff’s comment and advises the Staff that we do not consider comparable property NOI and sales per square foot to be key operating measures. Our reference on page 98 to reported sales per square foot specifically relates to our consideration of certain factors which could constitute an impairment indicator where further evaluation may be required to determine whether the carrying value of investment property is recoverable. Our evaluation of impairment considers assumptions including, but not limited to, forecasted cash flows, estimated capitalization rates, leasing prospects, local market information and expectations about future market and economic conditions, including sales per square foot as reported to the Company by our lessees, demand, and competition. Although these items are assumptions in the estimation of fair value of individual…

We respectfully acknowledge the Staff’s comment and we advise that we will update our Summary of Significant Accounting Policies disclosure in future filings to provide further clarity on our policy for debt investments classified as available-for-sale securities and how it complies with ASC 326-30-35. We note that within the Summary of Significant Accounting policies, our investments accounting policy on page 75 states that debt investments are considered to be impaired when a decline in fair value below cost basis is determined to be other-than-temporary. The policy then references a variety of factors that are considered to determine whether the debt investments require an impairment that would be recorded in the consolidated statements of operations. We do note, however, that the policy could be more clear in referencing the factors used to determine any potential expected 1 credit…

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.

We respectfully acknowledge the Staff’s comment. For the reasons discussed below, the Company believes the adjustment of $12.7 million in total charges related to the impairment and abandonment of the Shankstars media game is appropriate considering the Company’s particular facts and circumstances, and that such adjustments do not result in non-GAAP financial measures that are misleading. The Shankstars media game was a mobile game in which users participated in imaginative golf gameplay using their mobile phones. The game launched in October 2022 and was available as a download within mobile phone app stores. During the fourth quarter of 2023, the Company decided to exit the business of developing new mobile gaming applications and abandon and retire the Shankstars game. The game was made unavailable for download on December 21, 2023, and was no longer available to be played beginning…

The Company respectfully acknowledges the Staff’s comment and advises the Staff that i n determining the amount of goodwill to be allocated to the sale of the Fitness entities, the Company followed the guidance pertaining to Disposal of All or a Portion of a Reporting Unit within ASC 350-20-40-1 through 40-7, which provides guidance on allocating reporting unit goodwill to a portion of a reporting unit. The Fitness entities represent a portion (but not all) of a reporting unit that constitutes a business and were fully integrated within the reporting unit. Accordingly, the Company allocated the carrying value of the reporting unit goodwill based on the relative fair values of the portion of the reporting unit being disposed of and the portion of the reporting unit remaining as provided by ASC 350-20-401-3. The combined amount of allocated goodwill of $6.4 million, ($3.4 million related…

The Company respectfully acknowledges the Staff’s comment and advises that it has considered the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP C&DIs (the “Non-GAAP C&DIs”). In Question 100.01 of the Non-GAAP C&DIs, the Staff notes that presenting a non-GAAP performance measure that excludes normal, recurring, cash operating expenses necessary to operate a registrant’s business is one example of a measure that could be misleading. Further, the Staff notes that when evaluating such non-GAAP adjustment, the Staff considers the nature and effect of the non-GAAP adjustment and how it relates to the company’s operations, revenue generating activities, business strategy, industry and regulatory environment. In 2022, the Company purchased digital assets (Bitcoin and Ethereum) as part of its treasury strategy and not as a revenue or operating income/loss…

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…

We acknowledge the Staff’s comment. At the assessment date in the fourth quarter of 2023, goodwill at our FLIR Reporting unit was $5,832.4 million, which represented the high end of the range of goodwill balances at our reporting units as disclosed in our Form 10-K for the year ending December 31, 2023. In future filings, beginning with our next Form 10-Q, we will disclose the amount of goodwill allocated to any at risk reporting unit as well as expand upon the methods, including our use of both income and market methods, and key assumptions used in our goodwill impairment test and how the key assumptions were determined, as appropriate. Notes to Consolidated Financial Statements Note 2. Summary of Significant Accounting Policies Stock-based Compensation Costs, page 49

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…

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…

We respectfully acknowledge the Staff’s comment and although the Company believes the non-GAAP adjustment for inventory impairment charges were appropriate (for the reasons discussed in our prior response letter and this letter), the Company confirms that it will not present the $9.3 million non-GAAP adjustment for inventory impairment charges in its future public disclosures. As a point of clarification regarding the prior disclosures, when considering the guidance in Question 100.01, because these charges were a direct result of the Company’s restructuring decision to simplify its product portfolio and discontinue certain legacy products and, as part of development ending, to cancel purchase commitments related to a recent acquisition, and in line with the Company’s integration plan approved by the Board of Directors on February 7, 2023, the Company believed these charges were…

As a royalty and streaming company, we do not engage in exploration activities or estimate mineral resources or mineral reserves. As noted in the Adopting Release, “Item 1305 requires disclosure of internal controls that the registrant has put in place to ensure that its exploration results and mineral resource and reserve estimates on its mining properties are reliable, and not for any other purpose ” 40 (emphasis added). The types of internal controls contemplated by Item 1305 of Regulation S-K – e.g. , protocols for sample preparation, controls, custody, assay precision and accuracy, techniques employed to ensure the data used in estimating mineral resources and mineral reserves is reliable, and other controls inherent in quality control and quality assurance programs 41 – are maintained by the operators and not us, as disclosed in our Form 10-K. The internal controls contemplated in…

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in future filings, it will revise the Critical Accounting Policies and Estimates section to include additional disclosures regarding the judgements and assumptions that underlie the Company’s critical accounting estimates. Below is an illustrative example of the proposed disclosure the Company plans to include in the Critical Accounting Policies and Estimates section in its Form 10-Q for the quarterly period ending June 29, 2024 and in its future periodic filings, if applicable, with necessary updates to reflect any subsequent changes of facts. Revenue Recognition Revenue is recognized when a performance obligation is satisfied, which occurs when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange…

The Company acknowledges the Staff’s comment and has revised the S-1 on page 1 of Amendment No. 1 and elsewhere throughout Amendment No. 1 to clarify that the programs are in the preclincal development stage and to note that the outlicensing of ALPHA-1062IN has not yet occured.

The Company acknowledges the Staff’s comment. The Company would like to clarify that its disclosure quoted in the Staff’s comment was intended to confirm that since the last annual assessment performed for each reporting unit, normal business operations continued. It was not meant to imply that any specific event or circumstance, such as those described under ASC 350-20-35-3C, had occurred that would cause us to question whether the fair value of a reporting unit is less than its carrying amount. We propose to remove this disclosure in future filings. The Company sets its annual impairment assessments at various dates during the year. In most cases the dates are set to generally align with the quarter in which the Company originally entered the underlying business or geographic region associated with a reporting unit. As of December 31, 2023, our formal annual goodwill impairment…

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…

In the first quarter of 2023, the Company realigned its reportable segments in connection with a realignment of the Company’s internal organization and management structure. In connection with the segment realignment, the Company also performed an evaluation of its existing reporting units. As part of this evaluation, we referred to ASC 350-20-35-35, which requires that two or more components of an operating segment that have similar economic characteristics be aggregated into a single reporting unit. Specifically, the Company analyzed the aggregation criteria under ASC 280-10-50-11 (as referenced in ASC 350-20-35-35) to determine if two or more reporting units could be aggregated into one reporting unit. Based on the evaluation, the Company determined it could aggregate two of its previously identified reporting units into one reporting unit with the other two reporting units remaining…

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…

We acknowledge the Staff’s comment and respectfully advise the Staff that we will, to the extent applicable, enhance our disclosure in future filings to include information for investors to assess the probability of future goodwill impairment charges in accordance with Item 303(b)(3) of Regulation S-K for each reporting unit that is at risk of failing an impairment test. For additional information, as disclosed in the following excerpt from Page 31 of our Form 10-Q for the quarterly period ended September 30, 2023, filed on November 2, 2023 (“Q3 2023 Form 10-Q”): “ Based on our analysis, the headroom associated with our Performance Chemicals’ reporting unit, which is defined as the percentage difference between the fair value of a reporting unit and its carrying value, is currently 19 percent. ” Since September 30, 2023, and as a result of the actions we took with respect to the…

As also described in additional detail within our response to the Staff’s comment No. 6, pursuant to the Supply Agreement, the Company agreed to purchase the lesser of 125,000 tons of CTO or the aggregate output of CTO produced and originating at certain of the supplier’s paper mills. The initial term of the Supply Agreement expires on March 8, 2038, unless earlier terminated. The purchase price of CTO under the Supply Agreement resets periodically. Pricing under the Supply Agreement can exceed current market prices expected to be realized by Ingevity upon resale of CTO. Upon determination of the then-current CTO purchase price, we issue blanket purchase orders for the subsequent quarter’s CTO purchases. The quarterly purchase order volume is an estimate as delivery of CTO under the Supply Agreement is subject to the supplier’s aggregate output of CTO produced (as CTO represents a…

We respectfully acknowledge the Staff’s comment and hereby confirm that we will no longer exclude these inventory impairments from our non-GAAP measures in future filings and disclosures.

We note the Staff’ comment and respectfully advise the Staff that our disclosure has been revised in accordance with Comment 17 hereof. Thank you for your assistance in this matter. Please contact the undersigned or Achari’s counsel with any questions or further comments. Sincerely, /s/ Vikas Desai Name: Vikas Desai Title: Chief Executive Officer cc: Kristin Lochhead, Commission Jeanne Baker, Commission 5

The Company acknowledges the Staff’s comment and will revise Item 3 and elsewhere in future filings for the adoption of the ASU 2023-08 to ensure references to the prior accounting impairment guidance for intangible assets pertaining to crypto assets (within the scope of ASU 2023-08) are no longer applicable. We appreciate the Staff’s time and attention and we hope that the foregoing has been responsive to the Staff’s comments. If you have any further questions or need any additional information, please feel free to contact the undersigned at 702-989-7692 ext. 700 or Mark D. Wood of our counsel Katten Muchin Rosenman LLP at 312-902-5493 or mark.wood@katten.com at your convenience. Sincerely, /s/ Gary A. Vecchiarelli Gary A. Vecchiarelli Chief Financial Officer cc: Mark D. Wood Katten Muchin Rosenman LLP 6

We respectfully acknowledge the Staff’s Comment and inform the Staff that the inventory impairment charges associated with the decision to discontinue and exit the market for the majority of our lighting brands and product lines totaled $121 million and were recorded during the third and fourth quarters of fiscal 2022. We confirm that we will no longer exclude these inventory impairments from our non-GAAP measures in future filings. * * * * * * * * * * On behalf of the Company, I thank you for your consideration of our response. If you have any questions or would like to discuss any of the information covered in this letter, please contact me at (937) 578-5968. Sincerely, /s/ MATTHEW E. GARTH Matthew E. Garth Executive Vice President, Chief Financial Officer & Chief Administrative Officer

The Company respectfully advises the Staff that it evaluates its goodwill for impairment on a quarterly basis, which includes consideration of the Company’s market capitalization. The Company’s December 31, 2023 goodwill balance comprises $255.4 million assigned to the studio reporting unit and $8.8 million assigned to the management entity reporting unit and approximates 3% of the Company’s total assets. In accordance with Accounting Standards Codification (“ASC”) ASC 350-20-35-3, the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. At December 31, 2023, there were no indicators of impairment related to the $8.8 million goodwill assigned to the management entity reporting unit. The Company considered the following in relation to the factors within ASC 350-20-35-3C for the…

In future filings we will revise the header from “Critical Accounting Policies” to “Critical Accounting Estimates,” and in the annual reports we will include a subheading for property and equipment. In the quarterly reports, we simply cross-reference the applicable disclosure in the notes to the financial statements and expect to continue that process going forward. Regarding disclosure of the $122,950 impairment loss, we intend to include enhanced narrative disclosure of material transactions relating to property and equipment in the financial statement note concerning same, beginning with the Current Form 10-Q. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, page 78

The impairment, which is immaterial, was not calculated using the lowest intraday price. It was calculated using the closing price of bitcoin at the end of the accounting period. The accounting rule cited in the comment does not provide the methodology for valuing intangibles or even use the term “intraday.” In addition, the Company cannot find any other accounting authority which would indicate that intangibles (including bitcoin) should be valued at their lowest intraday price, including accounting guidance published by such firms as KPMG and Deloitte. If we have inadvertently failed to locate the applicable authority, please provide us with a citation so that we may review it., and to the extent the suggested method is required, the Company will have no objection to adopting it. 7 Note 4. Property and Equipment, page F-14

The Company respectfully acknowledges the Staff’s comment, and in future filings with the SEC, the Company will (i) clearly identify operating and non-operating expenses on the face of the Company’s income statement by renaming “Other, net” to “Non-operating other, net” and (ii) quantify each material “Restructuring, impairment and other corporate matters” line item in the notes to the consolidated financial statements. If you have any questions, please do not hesitate to contact me at 212-852-7730 or at steven.tomsic@fox.com . Sincerely, /s/ Steven Tomsic Chief Financial Officer cc: Brian Egenton, EVP Controller 7

The Sponsor advises the Staff that an investor is not waiving any substantive rights during the period between the Record Date and the Distribution Date. During this period, an investor could, in theory, continue to April 12, 2024 8 pledge the full value of its GBTC Shares (measured as of immediately prior to the Record Date) by pledging their entitlement to receive the BTC Shares on the Distribution Date, such that the overall value of the Bitcoin that an investor has exposure to and is able to pledge is unchanged through the duration of the proposed Initial Distribution. Furthermore, the Sponsor advises the Staff that it is customary in margin loan agreements and other debt arrangements under which an investor may pledge his or her securities as collateral to include provisions providing for the automatic pledge of the “proceeds of collateral,” which may include spin-off shares…

Vaso’s Netwolves reporting unit goodwill as of December 31, 2022 was reviewed for impairment under the following process. The most recent prior calculation of fair value was performed by a business valuation consulting firm in 2019 using both discounted cash flow and market approaches, and indicated excess fair value of approximately $1.9 million. In subsequent years, the following qualitative factors were evaluated to determine if it was more likely than not that the fair value of the reporting unit was less than its carrying amount as a basis for determining whether it was necessary to perform the quantitative goodwill impairment test described in ASC Topic 350. The more likely than not threshold is defined as having a likelihood of more than 50%. Qualitative factors include, but are not limited to, the following: a. Macroeconomic conditions such as a deterioration in general economic…

We understand the Staff’s comment and acknowledge the guidance in Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure TRIUMPH 555 E. Lancaster Avenue, Radnor, PA 19087 | Tel: 610.251.1000 Fax: 610.251.1555 | jfmccabe@triumphgroup.com Interpretations on Non-GAAP Financial Measures regarding the treatment of normal operating expenses of a business. In future filings, we will not exclude inventory impairments from non-GAAP performance measures. Fiscal year ended March 31, 2023, compared with fiscal year ended March 31, 2022, page 28

The Company considers a decline in the quoted market price of a digital asset below its carrying value at any time during the assessed period to be an impairment indicator. 1 • Tell us your consideration of modifying your impairment policy to record an impairment charge whenever the fair value of the digital asset decreases below the carrying value at any time during the assessed period.

The Company acknowledges the Staff’s comment and respectfully advises that it has performed a quantitative impairment test on our single reporting unit. Based on that impairment test, we do not believe we are at risk of failing the quantitative impairment test, since the fair value of our goodwill is substantially in excess of carrying value as of June 30, 2023 (the date of the Company’s most recent fiscal year end). The Company also believes that, if a quantitative impairment test were to be performed as of March 31, 2024, the end of the Company’s most recently completed fiscal quarter, the fair value of its goodwill would also exceed the carrying value by a substantial amount as of such date. In future filings, in the event that the Company performs a quantitative annual goodwill impairment test and there is an indication that its reporting unit’s fair value does not substantially…

In addition to the $2.0 million goodwill impairment charge recorded as of June 30, 2022, a goodwill impairment charge of $2.7 million was recording in the three months ended March 31, 2022, bringing the total goodwill impairment charges for the Cure Pharmaceutical Reporting Unit to $4.7 million for the period from January 1, 2022 to closing date of the sale transaction, July 22, 2022, as disclosed on pages F-47 and F-17. The remaining difference in the decrease in the amount of assets held for sale during this time period of $0.8 million was attributable to the normal recurring amortization of limited-lived assets (namely, intellectual property) as disclosed on page F-47. Form 10-Q for the Period Ended September 30, 2023 Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures, page 45

The Company respectfully advises the Staff that it had five reporting units with goodwill that were tested for annual impairment at the beginning of the fourth quarter of 2023. We may perform a quantitative assessment to compare the fair value of a reporting unit to its carrying value or utilize a qualitative assessment as prescribed in ASC No. 350, Goodwill – Intangibles and Other (“ASC 350”) , depending on facts and circumstances. After assessing the totality of events and circumstances such as those described in ASC 350-20-35-3C, we qualitatively concluded that it was not more likely than not that the fair value of the Ella’s Kitchen United Kingdom (“Ella’s”) reporting unit was less than its carrying amount and therefore we did not perform a quantitative goodwill impairment test for Ella’s. Accordingly, for the fiscal year ended June 30, 2023, we performed quantitative goodwill…

The Company respectfully advises the Staff that it performs an indefinite-lived asset impairment test annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. In accordance with ASC 350, we may first perform a qualitative assessment to determine whether it is necessary to perform a quantitative impairment test. If an entity elects to perform a qualitative assessment, it first shall assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired. One procedure we perform during interim periods to determine whether indicators of impairment are present includes a comparison of net sales used in the most recent quantitative impairment tests to forecasted net sales for the same fiscal year (or balance…

In response to the Staff’s comment, please see our response below: Background Currently, Green Giant operates real estate development projects in Hanzhong, a prefecture-level city in Shaanxi Province, and Yang County, a county in Hanzhong. The Company’s management has been focused on expanding its business in Tier 3 and Tier 4 cities and counties in China that were strategically selected based on population and urbanization growth rates, general economic conditions and growth rates, income and purchasing power of resident consumers, anticipated demand for private residential properties, availability of future land supply and land prices, and governmental urban planning and development policies. The Company utilizes a standardized and scalable model that emphasizes rapid asset turnover, efficient capital management and strict cost control. In addition to developing and constructing real…

In response to the Staff’s comment, we will make the appropriate corresponding changes in our future periodic reports for the comments issued on the Form F-4, as applicable. We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Joan Wu, Esq. of Hunter Taubman Fischer & Li LLC, at (212) 530-2208. Sincerely, By: /s/ Yuhuai Luo Yuhuai Luo Chief Executive Officer Green Giant Inc. cc: Hunter Taubman Fischer & Li LLC Joan Wu, Esq. jwu@htflawyers.com Charles Tan, Esq. ctan@htflawyers.com 3

The Registrant respectfully advises the Staff that it has revised its impairment disclosures on pages 96, 97 and F-27 to add the requirements of ASC 350-20-2(a) as follows: U.S. Securities and Exchange Commission March 22, 2024 Page Three In the fourth quarter of fiscal 2023, the Company received notice that a customer canceled an offshore wind project, resulting in a reduction of Riggs Distler’s forecasted earnings. Management determined this event, along with lower-than-expected earnings in 2023, resulted in a goodwill impairment. In fiscal 2022, management concluded that earnings shortfalls resulting from changes in the mix of work combined with inflation and higher fuel costs resulted in a goodwill impairment for the Riggs Distler reporting unit. Prior to completing our goodwill impairment, we considered whether there were impairments of intangible and other long-lived assets at…

 We appreciate the Staff ’ s review of the Form 10-K. In response to the Staff ’ s comment, we confirm that in future filings, if the Company ’ s situation requires the disclosure of a potential impairment of intangible assets or goodwill within approximately one year (based on our assessment of current and future expected conditions), we will disclose: the percentage by which fair value exceeded carrying value at the date of the most recent test, a detailed description of the methods and key assumptions used and how the key assumptions were determined, a discussion of the degree of uncertainty associated with the assumptions; and a description of potential events or changes in circumstances that could reasonably be expected to negatively affect the key assumptions in accordance with Item 303(b)(3) of Regulation S-K. Form 10-Q for the Quarterly Period Ended December 31, 2023 Condensed…

The Company’s IPR&D asset relates to a license agreement for technology pertaining to the treatment or prevention of HIV. The Company used a discounted cash flow model and the cost-to-recreate method to determine the fair value of the IPR&D asset. The discounted cash flow model included the following inputs with regard to each of the Company’s cell and gene therapy product candidates for the treatment or prevention of HIV other than the RENB-HV01 product candidate: (i) the probability of successfully completing clinical trials and obtaining regulatory approval; (ii) the population and market share ; (iii) the timing and the amount of the expected costs to advance development programs through clinical trials and commercialization; (iv) the pricing of estimated future product sales; and (v) the WACC. Inputs in the cost-to-recreate method that were applied to the valuation of the RENB-HV01…

In accordance with ASC 350-20-35-28, the Company tests for impairment of Goodwill of its reporting units on an annual basis during April. In addition, also in accordance with ASC 350-20-35-28 and ASC 350-20-35-30, the Company tests for impairment of Goodwill of its reporting units between annual tests if it determines that a triggering event has occurred or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. As of November 30, 2023 and up to January 8, 2024 when the Company filed its Quarterly Report on Form 10-Q for the Quarterly Period Ended November 30, 2023 (the “Second Quarter Form 10-Q”), the Company determined that a triggering event had not occurred or circumstances had not changed that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Specifically, in…

In response to the Staff’s comment, we will revise our policy disclosure in future filings. In our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, we intend to disclose the following within Note 1 – Basis of Presentation and Significant Accounting Policies : “An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicate that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the lowest quoted price of the cryptocurrency at the time its fair value is being measured (i.e., daily). In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not (that is, a…

In the December 13, 2023, FASB Accounting Standards Update 1 guidance regarding Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60) , FASB states the following: “The Board is issuing the amendments in this Update to improve the accounting for and disclosure of crypto assets. Stakeholder feedback, including from respondents to the 2021 FASB Invitation to Comment (ITC), Agenda Consultation, indicated that improving the accounting for and disclosure of crypto assets should be a top priority for the Board. Stakeholders stated that the current accounting—except as provided in generally accepted accounting principles (GAAP) for certain specialized industries—for holdings of crypto assets as indefinite-lived intangible assets, which is a cost-less-impairment accounting model, does not provide investors, lenders, creditors, and other allocators of capital (collectively, ‘investors’)…