Income taxes

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…

With respect to the Staff’s comment, the Trust supplementarily advises the Staff that it has further revised disclosure on Page 130 of the Pre-Effective Amendment and has filed as Exhibit 8.1 to the Pre-Effective Amendment a Tax Opinion of Dechert LLP. Should members of the Staff have any questions or comments concerning this letter, please call the undersigned at 212-698-3526. Sincerely, /s/ Allison M. Fumai Allison M. Fumai, Esq. Dechert LLP

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The Registrant acknowledges the Staff’s comment. The Annual Report for year-ending December 31, 2024 should have reported dividend information for both the 2024 and 2023 fiscal years. The Registrant will amend the Annual Reports to include such information going forward. Additionally, for the next reporting cycle, in the Notes to the Financial Statements, the Registrant will include a statement providing: “The tax character of dividends and distributions declared for the years ended December 31, 2024 and December 31, 2023 were as follows:” and include tables detailing the relevant tax information. The Registrant respectfully notes that all components of dividends paid for the 2023 fiscal-year were previously reported and are available in the 2023 year-end filing.

The Company respectfully acknowledges the Staff’s comment and wishes to inform the Staff of the following: Our MD&A discusses the material items impacting our effective tax rate, which for the year ended December 31, 2023 included: • “the favorable impact of worthless stock deductions related to exiting certain businesses in our Water Solutions segment,” • “the favorable impact of discrete items primarily related to increases in tax basis in assets located in foreign jurisdictions,” and • “the favorable mix of global earnings.” The first two items mentioned above were also disclosed as separate line items on our effective tax rate reconciliation within Note 10, and had the most significant impact to the 12.8 percentage point change in our effective rate from 2022 to 2023. The favorable mix of global earnings impact is generally captured in the effective tax rate reconciliation in Note…

In future filings, we will show a reconciliation of total reportable segment income to consolidated income from continuing operations before income taxes in accordance with ASC 280-10-50-30(b) instead of the current presentation of a reconciliation from consolidated segment income. Refer to Appendix A for an illustrative revised disclosure. If you have any questions regarding the above, please do not hesitate to call me at (763) 656-1845. Sincerely, /s/ Robert P. Fishman Robert P. Fishman Executive Vice President, Chief Financial Officer and Chief Accounting Officer cc: Karla C. Robertson Executive Vice President, General Counsel, Secretary and Chief Sustainability Officer Pentair plc and Subsidiaries Appendix A Proposed disclosure example of Segment Information 14. Segment Information Effective January 1, 2023, we reorganized our reporting segments to reflect how we are managing our…

The Company has incorporated the relevant disclosure by reference to its annual report on Form 10-K. Accounting

The Company respectfully acknowledges the Staff’s comment. When utilizing non-GAAP measures, the Company considers, among other things , the requirements set forth under Rule 100(b) of Regulation G and the Staff’s related guidance, including the Non-GAAP Financial Measures Compliance and Disclosures Interpretations (collectively, the “ Non-GAAP Guidance ”). The below sets forth the Company’s responses with respect to its non-GAAP adjustments for both “lease expense” and “deferred tax.” Non-GAAP Adjustments for “Lease Expense.” The Company signed a lease agreement for its new headquarters, which has commenced in 2023 (the “ New HQ Lease ”), and pursuant to the terms of such lease, the Company is not required to pay cash for the lease until July 2024. The Company continued, however, to pay rent on its existing headquarters through the end of April 2024, as its prior lease agreement was…

We respectfully acknowledge the Staff’s comment and advise the Staff that we will remove segment operating income (loss) and only include total operating income (loss) which will directly reconcile to consolidated income (loss) in our subsequent periodic filings beginning with the Company’s Form 10-Q for the second quarter ending on June 30, 2024. Please direct any questions concerning this letter to the undersigned at (346) 718-6888 or gspedale@gibsondunn.com. Very truly yours, /s/ Gerald M. Spedale Gerald M. Spedale GIBSON, DUNN & CRUTCHER LLP cc: James C. Webster, Vice President, General Counsel and Secretary U.S. Securities and Exchange Commission June 25, 2024 Page 8 EXHIBIT A 6. Revenue Recognition Revenues from contracts with customers consisted of the following: Twelve Months Ended December 31, 2023 2022 2021 (In thousands) Revenues: Products: Subsea products $ 198,321 $ 194,237…

The Company advises the Staff that Section 851(d)(1) of the Internal Revenue Code provides that if a RIC meets the Asset Test for a particular quarter and then falls out of compliance in a subsequent quarter as a result of fluctuations in values of the underlying assets, the RIC will still not fail the Asset Test for that subsequent quarter unless the noncompliance results, in whole or in part, from the acquisition of a security or other property by the RIC and exists immediately after that acquisition. When the Company acquired its interests in SpaceX, the positions, in the aggregate, comprised less than 25% of the Company’s assets at the quarter end. Since such time, the fair value of the SpaceX positions have appreciated in value, while other positions have decline in value. In order to maintain its RIC compliance, the Company has not acquired additional positions in SpaceX and will…

In response to the Staff’s comment, the disclosure on pages 132-133 of Amendment No. 4 to the Registration Statement has been revised. Key Factors Affecting Our Results and Performance, page 176

The Subadviser has more than 20 years of experience managing real estate investments. The Fund, the Adviser and Subadviser will have appropriate controls in place intended to ensure the Fund’s compliance with the REIT taxation requirements. The Fund, the Adviser and Subadviser will have access to a variety of external resources. These include 1) the Fund’s outside public accountant and tax advisers, 2) the third-party fund accountant associated with the Fund’s administrator, and 3) outside legal counsel. The Adviser and its wholly-owned subsidiaries, including the Subadviser, collectively, with approximately $130 billion in assets under management as of December 31, 2023 and more than 600 employees, including approximately 140-150 investment professionals, believe they have the necessary resources to support the Fund’s operations. Periodic Repurchase Offers

In response to the Staff’s comment, Capital One has revised the disclosure on page 151 of Amendment No. 1. * * * * * * U.S. Securities and Exchange Commission June 14, 2024 Page 10 If you have any questions, please do not hesitate to contact me at (212) 403-1367, or my partner Matthew M. Guest at (212) 403-1341. Very truly yours, /s/ Brandon C. Price Brandon C. Price cc: Matthew W. Cooper, General Counsel and Corporate Secretary, Capital One Financial Corporation Matthew M. Guest, Wachtell, Lipton, Rosen & Katz

SBC advises the Staff that, to investigate the impact of the misappropriations, assistance of independent legal counsel and forensic consultants was used, and SBC concluded the misappropriated amount by examining the documents including but not limited to invoices issued to SBC since April 2016, the former director's personal bank statements and tax returns filed; conducting a digital forensic investigation on the data including but not limited to what was stored in the former director's working devices; conducting interviews and/or surveys with the former directors and other employees. The misappropriated amount, excluding consumption tax, represents advertising services that SBC purchased on behalf of a related-party MC, i.e., vendor costs, which were originally included in the revenues reported on a net basis. Since the advertising procurement service revenue was based on a fixed…

We confirm that the 80% calculation will not include securities of issuers located outside California. 4.

With respect to the Staff’s comment regarding the presentation of Total Adjusted EBITDA, we advise the Staff that because our internal management reporting, and therefore the way our CODM regularly reviews the results of our business in order to make decisions about allocating resources and assessing performance, includes Central and Other, our total segment Adjusted EBITDA appropriately represents the total of the segments as reported internally and viewed by management in compliance with ASC 280-10-50-30(b). We believe we have complied with the segment disclosure requirements under Regulation S-K 3 and ASC 280 in providing the required material disclosures for Central and Other. Further, we believe that in light of the reconciliation requirements and the net economics on the results of our consolidated businesses, it would be misleading not to include the immaterial eliminations in…

In response to the Staff’s comment, the Company has revised the cover page and the disclosure on cover page and pages 23, 34, 87 and 121 of the Registration Statement. Our Business Combination Process, page 9

The Company has revised its disclosure on page 23 of the Registration Statement to address the Staff’s comment. Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Riyadh Salt Lake City Shanghai Washington, D.C. Page 2 Management’s Discussion and Analysis of Results of Operations and Financial Condition Overview, page 82

In future filings, the Company will identify specific material underlying factors that resulted in changes in operating cash flows between periods and the extent of their effect. As an example, the Company’s net cash provided by operating activities increased by approximately $1.2 billion in fiscal 2023 compared to fiscal 2022 largely due to growth of the Company and the timing of cash receipts and disbursements. More specifically, the drivers of this increase related to the following: • The Company's growth was responsible for an increase in the Company's net income plus non-cash items from $2.8 billion in fiscal 2022 to $3.0 billion in fiscal 2023. United States Securities and Exchange Commission May 30, 2024 • The timing of cash receipts and disbursements can significantly impact the Company's working capital. The Company is able to maintain a negative working capital balance, as its…

The Company respectfully acknowledges the Staff’s comment and notes that in future periods the Company will enhance its segment footnote disclosures to include a buildup of consolidated adjusted EBITDA by reportable segment and will reconcile the consolidated total to consolidated net earnings before income taxes and discontinued operations, in accordance with ASC 280. If you have any questions or comments regarding this response, please call the undersigned at 614-840-3355. Thank you very much for your attention to this matter. Very truly yours, /s/ Patrick J. Kennedy Patrick J. Kennedy, Vice President - General Counsel and Secretary

There is no understatement of the Utilities’ current federal income taxes due. The Utilities have properly calculated and paid their federal income taxes. The matter disclosed relates to the compensation to the Utilities in rates for federal income tax expense. For ratemaking purposes, the understatement reduced the amount recovered from customers relative to what it should have been. Under Accounting Standards Codification 740, the Utilities recorded an unfunded deferred federal income tax liability (with a gross-up amount) and a corresponding regulatory asset.

Management’s assessment is that the income tax regulatory assets as of December 31, 2023 ($1,113 million and $18 million for CECONY and O&R, respectively) are probable of collection through future rates. The IRS provides safe harbor relief for inadvertent normalization violations through the jurisdictional rate setting process of including in rates adequate revenue to fully recover the deferred tax balance, a practice known as “curing.” The Utilities’ rate plans have reflected the correct amount of federal income taxes recoverable from customers, including a proportionate recovery of the regulatory asset, in O&R’s rate plans subsequent to 2014, CECONY’s electric and gas rate plans subsequent to 2015 and 2016, respectively, and CECONY’s steam plan subsequent to November 2023.

In response to the Staff’s comment, the Company respectfully advises the Staff that it will include a tax opinion as Exhibit 8.1 to the Registration Statement in a subsequent amendment. May 23, 2024 Page 3 General

6 In future filings, the Note. Income Taxes will include a revised presentation of the components of deferred tax assets and liabilities by type of asset or liability. The revised presentation will also use terminology that agrees with the Consolidated Balance Sheets. For example, foreign deferred tax assets will be presented as foreign goodwill, foreign intangible assets, net operating loss carryforwards, inventory, etc. The presentation will not net deferred tax assets and liabilities across jurisdictions for the United States, United Kingdom, or any other significant non-U.S. jurisdictions. The valuation allowance reduction of $42 million in fiscal year 2023 was not reflected in the effective tax rate reconciliation because it did not have an effective tax rate impact. The reduction was related to deferred tax assets subject to a valuation allowance for Puerto Rico tax credits that…

The $20.1 million adjustment for fiscal year 2023 was primarily due to the amortization related to intra-entity asset transfers (tax amortization) netted against amortization related to adjustments to arrive at non-GAAP diluted earnings (primarily book amortization). Please see attached Exhibit A for an example of these proposed revisions based on our previously submitted Report on Form 8-K with our quarterly financial results for the year ended October 31, 2023. We will provide the same details commencing with our earnings release for the second quarter of fiscal 2024, which we expect to submit on May 30, 2024. * * * 10 We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at [ ò ] [or by email at bandrews@cooperco.com] with any questions or comments regarding this correspondence. Sincerely, Brian G. Andrews Executive Vice…

We acknowledge the Staff’s comment and the applicable guidance cited. In future filings, including our earnings releases, we will label non-GAAP measures and will provide the disclosures required by Item 10(e) of Regulation S-K, as appropriate. Critical Accounting Policies and Estimates Business Combinations, Goodwill and Acquired Intangible Assets, page 31

The Company respectfully acknowledges the Staff’s comment. The effective tax rate variances between Fiscal 2023 and Fiscal 2022 for the United States and Other locations noted were predominately driven by the impairment of goodwill. Our consolidated effective tax rate was also favorably impacted in Fiscal 2023 by changes in U.S. state and local tax rates applied to existing deferred tax assets and liabilities. In the Results of Operations discussion of consolidated income tax expense and effective tax rate in the Fiscal 2024 Form 10-K, we will reference Note 10, Income Taxes, for additional information as we believe the additional disclosure at the geographic level will be best understood if presented with the tabular data by geography in that footnote. We will enhance our disclosures in Note 10, Income Taxes, of the Fiscal 2024 Form 10-K to give readers insight into the geographies…

The Company respectfully acknowledges the Staff’s comment and has addressed such comment in its Q1 2024 Earnings Release. In its future filings, the Company will continue to present non-GAAP adjustments on a gross basis and separately present and disclose the impact of income taxes. Please do not hesitate to call me if you have any further comments or questions regarding this response at (310) 513-7282. Very truly yours, Ducommun Incorporated By: /s/ Suman B. Mookerji Suman B. Mookerji Sr. Vice President, Chief Financial Officer cc: Rajiv A. Tata, Esq. Karen Hsu Kelley, Esq.

In response to the Staff’s comment, the Company respectfully advises the Staff that Section III.A.2 of Staff Legal Bulletin No. 19 provides as follows: On the other hand, when a registrant represents that an exchange offer or merger is a taxable transaction, no opinion of counsel or accountant is required. In such cases, while the registrant must provide accurate and complete disclosure concerning the tax consequences to investors, it does not have to expertize the disclosure by providing an opinion of counsel or accountant . The discussion beginning on page 123 of Amendment No. 2 to the Registration Statement indicates that the redemption by holders of GAMC Class A Common Stock who are electing to have their shares redeemed is a taxable transaction. Accordingly, under the Staff Legal Bulletin cited above, the tax consequences do not have to be expertized by providing an opinion.…

With respect to Staff Comment 1(a), the Fund confirms that the referenced excise tax payment resulted from Fund management's deliberate decision to retain a higher level of earned income in lieu of distributing that income to the Fund's shareholders by the end of the year, which higher level of income was in turn caused by the Fund's current monthly earnings slightly exceeding its stable distribution rate of $0.035 per common share. The proposal to retain a higher level of undistributed income at the end of the year was intended to facilitate the maintenance of a stable distribution rate going forward, as such retained amounts would operate as a cushion against potential adverse market developments that might otherwise negatively impact the Fund's ability to make distributions of ordinary income equaling $0.035 per common share to its shareholders. The proposal was additionally intended…

In response to the Staff’s comment, the Company has provided a revised disclosure in the “ U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of NEH Shares ” section. The requested tax opinion is filed as Exhibit 8.1 to Amendment No. 1. Experts Appraisal Report, page 197

The Company has included in Amendment No. 1 NEH’s audited financial statements for the fiscal year ending December 31, 2023 and December 31, 2022 and NEH has revised Note 16 to include amounts associated with future income tax expense. Exhibits

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company is filing a “short-form” tax opinion and consent from its tax counsel as Exhibit 8.1 to Amendment No. 1. U.S. Securities and Exchange Commission May 9, 2024 Page 2

The Company has revised page 5 of the Amended Registration Statement to reflect the Staff’s comment. The Company respectfully advises the Staff on a supplemental basis that the Company does not expect the Taxable Subsidiaries to be subject to U.S. federal excise tax unless the Taxable Subsidiaries are also treated as regulated investment companies for U.S. federal income tax purposes, which is currently not the case.

The Sponsor has addressed each of the Staff’s comments as follows: • Provide us with your accounting analysis and reference authoritative guidance to support your determination to account for the transaction as a sale under U.S. GAAP instead of a spinoff considering that you acknowledge that Grayscale Bitcoin Trust (GBTC) and Grayscale Bitcoin Mini Trust (BTC) will have a parent-subsidiary relationship immediately prior to the Initial Distribution on the Distribution Date; May 8, 2024 4 In accounting for the Initial Distribution, the Sponsor has primarily considered the following authoritative guidance: (i) ASC 350-60 – Intangibles – Goodwill and Other – Crypto Assets, (ii) ASC 610-20 – Other Income – Gains and losses from the derecognition of nonfinancial assets, (iii) ASC 606 – Revenue from contracts with customers, (iv) ASC 810 – Consolidations, (v) ASC 505 – Equity and (vi) ASC 805…

We respectfully acknowledge the Staff’s comment. We will revise our segment presentation to provide a total for our reportable segments’ measure of profit or loss that excludes the “Corporate and Other” category from such total and will also reconcile such total to income before income taxes in our future filings, beginning with our Form 10-Q for the second quarter ending on June 30, 2024. An example of our proposed revised disclosure, based on the Prior 10-K is as follows: The Company has revised its presentation for the prior periods below to remove the presentation of Corporate and Other in conjunction with the reportable segment results and reconcile the total of our reportable segments’ measure of profit or loss to income before income taxes whereby Corporate and Other costs, net of eliminations, have been removed from total reportable segments’ Segment Operating Adjusted EBITDA…

The Company respectfully acknowledges the Staff’s comment and has removed its disclosure on page 161 and revised its disclosure on page 166 of the Amended Registration Statement to align with the opinion of counsel filed as Exhibit 8.1. General

Comment accepted. The Registrant will revise that disclosure accordingly. 14.

The Registrant has revised the disclosure in accordance with this comment.

In response to the Staff’s comment, the Company has revised the disclosure on pages xxii and 162 of Amendment No. 3 to clarify that, although the parties intend that the Domestication be treated as an F reorganization under Section 368(a)(1)(F) of the Code, it is uncertain whether the Domestication will qualify as a tax-free reorganization. Unaudited Pro Forma Condensed Combined Financial Information Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2023, page 185

In future filings, we will show a reconciliation of reportable segments’ measures of profit or loss to consolidated income before income taxes, extraordinary items, and discontinued operations instead of the current presentation of a reconciliation to consolidated income (loss) from operations. General

In line with Staff Comment 2, the Registrant will add certain of the requested disclosure regarding required minimum distributions to the Cover Page. In addition, the Registrant will also add disclosure regarding the risks associated with Interim Value calculations and withdrawals, which is similar to the risk disclosure in the SmartGuard Plus “Risk Factors” section of the prospectus, but has been tailored to reflect the characteristics of the Contracts. The Registrant will add the following disclosure to the “Risk Factor—Risks of loss” section on page 15, but it does not believe it is necessary or appropriate to add the disclosure to the cover page of the prospectus: “To determine the Interim Value, we apply a formula which does not reflect the actual performance of the applicable Index, but rather a determination of the value of hypothetical underlying investments at the time of the…

The requested disclosure has been added where applicable. If you have any additional comments or questions, please feel free to contact me. Sincerely, /s/ John D. Jackson John D. Jackson Senior Counsel – Thrivent Secretary & Chief Legal Officer – Thrivent Mutual Funds, Thrivent Series Fund, Inc. 2

The requested disclosure has been added where applicable. If you have any additional comments or questions, please feel free to contact me. Sincerely, /s/ John D. Jackson John D. Jackson Senior Counsel – Thrivent Secretary & Chief Legal Officer – Thrivent Mutual Funds, Thrivent Series Fund, Inc. 2

In line with Staff Comment 2, the Registrant will add certain of the requested disclosure regarding required minimum distributions to the Cover Page. In addition, the Registrant will also add disclosure regarding the risks associated with Interim Value calculations and withdrawals, which is similar to the risk disclosure in the SmartGuard Plus “Risk Factors” section of the prospectus, but has been tailored to reflect the characteristics of the Contracts. The Registrant will add the following disclosure to the “Risk Factor—Risks of loss” section on page 15, but it does not believe it is necessary or appropriate to add the disclosure to the cover page of the prospectus: “To determine the Interim Value, we apply a formula which does not reflect the actual performance of the applicable Index, but rather a determination of the value of hypothetical underlying investments at the time of the…

The Company has made the requested revisions.

We respectfully acknowledge the comment above and provide clarification. Beginning in 2023, we changed our methodology for computing the effective tax rate used in the calculation of Adjusted Net Income, our non-GAAP performance measure of profitability, from a “pro-forma” rate to a long-term projected tax rate which we believe better reflects our long-term tax structure and will provide consistency across reporting periods. We respectfully advise the Staff that our non-GAAP long-term projected tax rate is computed inclusive of both current and deferred income taxes consistent with Question 102.11 for a performance measure. The non-GAAP long-term projected rate is based on our GAAP forecasts, adjusted to account for items excluded from Adjusted Net Income, as well as the effects of significant non-recurring and period specific tax items which vary in size and frequency. Thus, the…

The Company will revise its Segment Information footnote in its future filings to present total segment operating income (loss) for its Travel Solutions and Hospitality Solutions segments (and excluding Corporate). In addition, the Company will include a reconciliation of this total segment operating income (loss) to its consolidated income (loss) from continuing operations before income taxes in its Segment Information footnote in its future filings. Mr. Joseph Cascarano April 18, 2024 Page 2 Staff Comment No. 3 Refer to your presentation of your reportable segments’ measure of profit or loss. In light of the adjustment to eliminate intersegment revenue, it is unclear why you do not have an adjustment to eliminate intersegment profits. Please revise or advise us. Company’s

The Company respectfully acknowledges the Staff’s comment and notes that in its Form 10-Q for the period ended November 30, 2023, a reconciliation from adjusted EBIT to consolidated net earnings attributable to controlling interest was provided in the Results of Operations section of Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). The Company further advises the Staff that beginning in the third quarter of its current fiscal year (the first quarterly period following the separation of the Company's former steel processing business), the Company's chief operating decision maker changed the measure by which segment profit is assessed from adjusted EBIT to adjusted EBITDA. In conjunction with this change, the Company's non-GAAP reporting and disclosure was enhanced in our Form 10-Q for the period ending February 29, 2024. This included a…

We will remove this statement. * * * If you have any further questions, please do not hesitate to contact me at my number set forth above. Very truly yours, /s/ Stuart H. Coleman Stuart H. Coleman cc: Amina Batyreva Wendy Li

The prospectus has been revised accordingly.

We acknowledge the Staff’s comment and will revise the presentation of our non-GAAP financial measures in future filings, beginning with the quarter ending March 31, 2024, to include the most directly comparable GAAP measure with equal or greater prominence. We believe the most directly comparable GAAP measures for each of the non-GAAP financial measures are as follows: Non-GAAP measure Most directly comparable GAAP measure Adjusted equity income Equity income Adjusted interest expense Interest expense Adjusted income tax expense Income tax expense Net leverage ratio The most directly comparable GAAP measures for the numerator (Net debt) and denominator (Adjusted EBITDA) are total debt and net income, respectively. We additionally advise the Staff that we will remove the Adjusted EBITDA excluding adjusted equity income and its percentage of sales non-GAAP metrics from future filings,…

We acknowledge the Staff’s comment and will revise our segment footnote disclosures in future filings, beginning with the quarter ending March 31, 2024, to include a total of the reportable segments’ measure of profit or loss in the reconciliation to our consolidated income before income taxes in accordance with ASC 280-10-50-30b. Adient acknowledges that it and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. If you or any other member of the Staff has any further questions or comments concerning the Company’s responses, please contact me at (734) 254-3372. Sincerely, /s/ Mark A. Oswald Mark A. Oswald Executive Vice President and Chief Financial Officer cc: Heather Tiltmann Executive Vice President, Chief Legal and HR Officer and Corporate Secretary Craig VanRaemdonck…

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 Company respectfully acknowledges the Staff’s comment and has updated its disclosure on pages 160 and 165 of the Amended Registration Statement. Convertible Notes, page 180

The Sponsor has revised the disclosure on pages 51-52 and 125-126 of the Registration Statement in response to the Staff’s comment. The Spin-Off, page 127

The Sponsor has revised the disclosure on pages 16-17 and 23-25 of the Information Statement in response to the Staff’s comment. The Sponsor has also revised the disclosure on pages 51-52 and 125-126 of the BTC Trust Registration Statement, which is incorporated by reference in the Information Statement, in response to the Staff’s comment. Incorporation of Certain Information by Reference, page 22

The Company notes the Staff’s comment and has considered the requirements of ASC 280-10-50-30(b) in connection with the revisions to the reconciliation of our segment profitability measure. As part of these revisions, we will present totals of our segment measures of profitability and reconcile Segment Adjusted EBITDA to income before income taxes in our future filings. In this regard, we have made these revisions in Note 12 of the notes to our consolidated financial statements in our Form 10-Q for the quarter ended February 25, 2024 that we filed with the SEC on April 4, 2024 (the “Q3 2024 Form 10-Q”). Please see Note 12 on page 15 of the Q3 2024 Form 10-Q for our revised presentation. Please also note that we have continued to include a further reconciliation of Income before income taxes to Net income in Note 12 to match our Consolidated Statements of Earnings as we believe that…

In response to the Staff’s comment, the Company has revised the disclosures on pages xxii, 77, and 162 of Amendment No. 2 to (i) clarify that the Company’s tax counsel will not opine on the qualification of the domestication as a reorganization within the meaning of Section 368(a)(1)(F), (ii) clarify that, as a result, the Company cannot provide assurances that the domestication will qualify as a reorganization within the meaning of Section 368(a)(1)(F), and (iii) describe the potential consequences to investors of the domestication. Unaudited Pro Forma Condensed Combined Financial Information Note 1 - Description of the Proposed Transactions, page 180

The Company respectfully acknowledges the Staff’s comment. We have reviewed Item 303 of Regulation S-K, and the guidance provided by the introductory paragraph of section IV.B and all of section B.1 of Release No. 33-8350, and section III.D of Release No. 33-6835. In future filings, including all annual and interim period reports beginning with the Company’s Form 10-Q for the quarterly period ended March 31, 2024, the Company will enhance the disclosure to include all material factors affecting the reported amount of net operating cash flows between periods, including where material changes offset one another. To illustrate an example of the Company’s future disclosure to address such items, the Company has provided enhancements to its fiscal year 2023 explanations of changes in net operating cash flows as set forth in the Analysis of Financial Condition and Results of Operations…