Liquidity and capital resources

3. Please revise to clearly disclose the risks that being based in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to…

2. In your summary of risk factors, disclose the risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you…

69. Please revise your discussion of BLAC’s liquidity and capital resources to also discuss the current amounts in the Trust Account and the impact of redemptions in connection with prior extensions of the date by which you must complete the Business Combination.

7. We note your Summary of Risk Factors section on page 3 under Item 3.D. Please relocate your summary of risk factors here instead of Item 3.D. Additionally, please revise your summary of risk factors to disclose the risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with specific cross-references (title and page) to the more detailed discussion of these risks in the annual report. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert…

Comment 1. With regard to Response 1 of the Registrant’s correspondence filed on June 20, 2024 responding to prior comments of the Commission staff on the Registrant’s registration statement (the “Correspondence”), the Commission staff reiterates its comment to disclose the illiquid securities in which the Fund may invest. Alternatively, if the Fund does not plan to invest in illiquid securities as a principal investment strategy, please explain why illiquid securities are described as a principal risk in the section of the prospectus titled “Fund Summary—Principal Risks—Liquidity.”

Comment 3. The Commission staff reiterates Comment 4 of the Correspondence: Please revise the first sentence of the section of the prospectus titled “Shareholder Information—Liquidity Fees” to clarify that the Fund is permitted, but not required, to impose a liquidity fee, and that the Board of Trustees has determined not to impose such a fee at the time the registration statement was filed.

40. Please revise your filing to include all of the disclosures required by Item 303(b) and (c) of Regulation S-K, such as liquidity and capital resources and results of operations for the years ended June 30, 2023 and 2022. In addition, revise the heading under Liquidity and Capital Resources on page 322 to be the six months rather than the nine months ended December 31, 2022.

1. We note the revisions made in response to prior comment 4 and re-issue that comment in part. While we note your statement that you believe your existing cash and cash equivalents will be sufficient to fund operations for the next year from the date the financial statements were issued for the three months ended March 31, 2024, please also disclose whether you have sufficient capital resources to meet your cash requirements beyond the next twelve months. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

1. We note from your response to prior comment 1 that Adjusted EBITDA and its related measures such as Net Leverage Ratio are material covenant terms in your 2029 Secured Notes and ABL Facility and as such, Adjusted EBITDA is material to an investor’s understanding of your financial condition and liquidity. We also note that you have updated the presentation in your Form 10-K to discuss Adjusted EBITDA only in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations. Please address the following regarding your response and updated presentation: • With reference to the relevant sections of your debt agreements, tell us how you determined that Adjusted EBITDA is material to an investor’s understanding of your financial condition and liquidity. For example, identify and provide your analysis of the specific terms…

2. The Staff notes the following disclosure, “The ETFs were selected by our research department based on a number of factors including, but not limited to, the size and liquidity of the ETFs (requiring a minimum market capitalization of $50,000,000), the current dividend yield of the ETFs (prioritizing ETFs with the highest dividend yields) and the quality and character of the securities held by the ETFs (considering the consistency and reliability of the dividend of the Funds). All other factors being equal, the Sponsor will select ETFs with lower expense ratios, while attempting to limit the overlap of the securities held by the ETFs.” Please disclose any criteria as to credit quality, maturity and duration regarding the underlying fixed income holdings of the ETFs.

1. We note your disclosure that you present Adjusted Free Cash Flow, which is a non-GAAP measure that you define as Adjusted EBITDA less capital expenditures. On page 66 you disclose the following: “Management uses Adjusted EBITDA to evaluate the financial performance of our business and the effectiveness of our business strategies. We present Adjusted EBITDA and Adjusted Free Cash Flow because we believe they are frequently used by analysts, investors and other interested parties to evaluate companies in our industry, and they facilitate comparisons on a consistent basis across reporting periods. Further, we believe they are helpful in highlighting trends in our operating results because they exclude items that are not indicative of our core operating performance. Adjusted EBITDA is also a component of the financial covenant under our credit agreement that governs our ability to access…

4. We note your response to prior comment 5. Please tell us more about your pipeline of projects going beyond the second quarter of fiscal 2024 and specifically address the status of the “advanced stage” project discussed on page 132. Ensure you address any known trends, events or uncertainties that have resulted, or are reasonably likely to result, in our liquidity increasing or decreasing in any material way. Refer to Item 303(b)(1)(i) of Regulation S-K.

Comment: We note your revised disclosure in response to prior comment 1, which we reissue in part. For each risk factor listed on page 16 describing the significant regulatory, liquidity, and enforcement risks arising from the legal and regulatory system in China, revise to include specific cross-references to the more detailed discussion of each of the relevant risks in the prospectus, consistent with the guidance in our Sample Letter to China-Based Companies issued on December 20, 2021, and our Sample Letter to Companies Regarding China-Specific Disclosures issued on July 17, 2023.

Comment 1. The section of the prospectus titled “Fund Summary—Principal Risks—Liquidity” suggests that the Fund may invest in illiquid securities. Please disclose the types of illiquid securities the Fund expects to invest in or, alternatively, consider removing illiquid securities as a principal risk of the Fund.

Comment 3. The section of the prospectus titled “Additional Information About Fund Investment Strategies and Related Risks—Liquidity” states that “[t]he Fund may make investments that are illiquid or restricted[.]” Please describe the types of illiquid or restricted securities in which the Fund may invest.

Comment 4. Please revise the first sentence of the section of the prospectus titled “Shareholder Information—Liquidity Fees” to clarify that the Fund is permitted, but not required, to impose a liquidity fee, and that the Board has determined not to impose such a fee at the time the registration was filed.

10. Expand to include a discussion of the period-to-period material matters that impacted your cash provided by financing activities and cash used in operating activities. Expand the discussion of cash flows to address the primary drivers of and other material factors necessary to an understanding of the company's cash flows. The discussion should focus on the underlying reasons for the changes, as well as on their reasonably likely impact on future cash flows and cash management decisions. The discussion and analysis of liquidity should focus on material changes in operating, investing and financing cash flows, as depicted in the statement of cash flows, and the reasons underlying those changes. See Section IV.B of SEC Release No. 33-8350 issued on December 19, 2003. Anuja A. Majmudar, Esq. Re: Novusterra, Inc. June 18, 2024 Page 4 of 9

7. We note disclosure in your risk factors summary regarding risks associated with acquiring and operating a target business with its primary operations in China or Hong Kong. Given that you are currently located in Hong Kong, and that your sponsor and a majority of your executive officers and directors currently have ties to the PRC and Hong Kong, please revise your disclosure to describe the current risks. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the current risk that the Chinese government may intervene or influence…

1. We note you consider Operating Free Cash Flow and Free Cash Flow as “indicators of our financial performance,” but the labels suggest they are liquidity measures. Please revise to clarify the nature of the measures and, if they are liquidity measures, disclose how they provide useful information to investors and reconcile Operating Free Cash Flow to net cash provided by operating activities. Alternatively, if Operating Free Cash Flow is a performance measure, tell us how you determined it is appropriate to identify it as Operating Free Cash Flow and explain why there are cash-based adjustments in the calculation of the performance measure. Please provide us with the proposed revised disclosures you intend to include in future filings. Refer to Item 10(e)(1)(i) of Regulation S-K and Question 100.05 of the non-GAAP C&DIs.

1. We note that you included an investor presentation called Leading Producer of Liquid Transportation Fuels as Exhibit 99.1 to the Form 8-K that you filed on May 1, 2024, and that in presenting information related to Sustaining Capex and Growth Capital Investments on page 56, you show that Total Growth Capital Investments decreased from $1,936 million in 2012 to $1,370 million in 2022 and to $430 million in 2023. Please expand your disclosures in your periodic reports as necessary to discuss and analyze the reasons for the decline in your growth capital investments, and the potential impact of the decline in growth capital investments on your short and long-term liquidity and profitability, to comply with Item 303 (b)(1) of Regulation S-K.

3. Please clarify if and how many of the shares being registered are shares that are issuable upon exercise of warrants. If so, disclose the exercise prices of the warrants compared to the market price of the underlying securities. If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

5. In light of the significant number of redemptions and the fact that the company will not receive proceeds from sales by selling shareholders or receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

25. Please revise to provide a discussion of actions to be taken by management, if any, in regard to business integration activities, such as termination of leases and office space including any planned termination of employees and/or the closing of facilities or any other integration activities, as well as addressing how these activities are expected to impact the results of operations and financial condition liquidity of the newly combined company moving forward.

Comment. The Staff notes that the Fund will invest significantly in FLEX Options. Given the liquidity profile of these instruments, please explain supplementally how the Fund’s investment strategy is appropriate for the open-end structure. The Registrant’s response should include information concerning the relevant factors referenced in the release adopting Rule 22e-4 under the 1940 Act. The Registrant’s response may also include general market data on the types of investments the Fund is expected to hold.

Comment. The Staff notes that the Fund will invest significantly in FLEX Options. Given the liquidity profile of these instruments, please explain supplementally how the Fund’s investment strategy is appropriate for the open-end structure. The Registrant’s response should include information concerning the relevant factors referenced in the release adopting Rule 22e-4 under the 1940 Act. The Registrant’s response may also include general market data on the types of investments the Fund is expected to hold.

2. We re-issue prior comment 1 with respect to our request that in each place where you reference the listing of your securities on Nasdaq (e.g., pages 1 and 19), acknowledge that your securities may be subject to suspension and delisting as a result of the hearing with the Panel on May 7, 2024, if true. Also, on page 13, revise to acknowledge how quotation on the over-the-counter market would impact holders of your common stock, including any negative impact upon liquidity and quotation. In that instance, disclose how much notice you will provide to holders of your securities and the manner in which you expect to advise them.

14. Comment : N-CSR. It appears the funds did not include disclosure of the liquidity risk management program. Please confirm a program has been established and describe in correspondence why the disclosure was missing.

Comment : In the fourth sentence of the “Liquidity Risk,” please delete the phrase “as well as new and proposed laws.”

2. We note your disclosure that all of your Warrants are out of the money and that the holders of such Warrants are not likely to exercise their Warrants. To the extent it is unlikely that the Warrant holders would exercise their Warrants, describe the impact on your liquidity and update to discuss your ability to fund your operations on a prospective basis with your current cash on hand. Provide similar disclosure in the “Liquidity and Capital Resources” section starting on page 129

4. In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the Warrants because of the disparity between the exercise price of the Warrants and the current trading price of the Common Stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

2. Disclose the exercise price(s) of the warrants compared to the market price of the underlying security. We note that the warrants are out the money. Please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on your ability to fund your operations on a prospective basis with your current cash on hand.

5. In light of the significant number of redemptions, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, outside of the Form S-1 filed on April 2, 2024, which we note you already discuss in your document, discuss the effect of this offering on the company’s ability to raise additional capital.

4. Please expand your discussion of capital resources to address the changes in the company’s liquidity position since the business combination. For example, disclose the total percentage of public shares redeemed in connection with the business combination (including in connection with votes to extend the time to complete the business combination) and the resulting amount of funds you received from the trust account. Disclose the amount of transaction fees paid by the parties. Discuss the amount of funds you received in connection with the business combination as well as your payment obligations under each joint venture agreement. Disclose whether you have received the remaining $6.0 million in funds under the subscription agreements. Disclose whether you have sufficient capital resources to meet your cash requirements beyond the next twelve months. If the company is likely to have to…

2. We note from your response to prior comment 2 that Adjusted EBITDA, in addition to serving as a performance-based measure, is used by management to identify the cash available for use in ongoing operations, on capital expenditures, interest expense, debt payments, dividends, share repurchases, acquisitions, working capital needs and other cash flow-based items. As Adjusted EBITDA appears to be both a non-GAAP performance and liquidity measure, tell us how you considered providing reconciliations to both net income and cash flows from operating activities. We refer you to Item 10(e)(1)(i)(B) of Regulation S-K. 1

Comment: Please supplementally discuss how the Fund anticipates classifying the liquidity of ether futures investments and the rationale for such classification. See rule 22e-4(b)(1)(ii).

Comment: Please supplementally discuss the Fund's plans for liquidity management, including during both normal and reasonably foreseeable stressed conditions.

Comment: Please disclose in more detail the risks associated with ether futures capacity risk. In particular, disclose that the Fund may not be able to achieve its investment objective and may experience significant losses if the Fund's ability to obtain exposure to ether futures contracts is disrupted for any reason including, among other things, limited liquidity in the ether futures market, a disruption to the ether futures market, or as a result of margin requirements, position limits, accountability levels, or other limitations imposed by the Fund's futures commission merchants, the listing exchanges, or the CFTC. In your response, please address what action the advisor will take in such circumstances, and the impact of any disruption in the Fund's ability to obtain leveraged exposure to ether or ether futures contracts.

Comment 10 . Please supplementally explain the types of investments that the Fund anticipates will pose liquidity issues.

Comment 16 . Please clarify to which “debt obligations” the Liquidity Risk is referring in the sentence, “Certain debt obligations may be difficult or impossible to sell at the time and price that the Sub-Adviser would like to sell,” as the principal investment strategy does not appear to discuss investing in debt obligations.

1. Please expand your discussion of your result of operations to provide a more comprehensive and quantified discussion and analysis of the factors that impacted your results between comparative periods. Revise your future annual and quarterly filings to provide the following items. o Expand your discussion of net sales to quantify how much of the decrease in net sales was due to changes in volume and product mix and the reasons for these changes as well as changes in weighted average sales price. Given your decrease in net sales of $338.8 million or 16.9% for the year ended December 31, 2023, revise your disclosure to help us understand how growth in higher-margin end markets have enabled you to increase your net sales and margins for the period. We note your gross profit margin for the years ended December 31, 2023 and 2022, were 39.6% and 41.3%, respectively. o You disclosed that you…

2. Disclose the exercise prices of the warrants compared to the market price of the underlying securities. If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

7. In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of your common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

Comment: The Fund is an ETF and there is no principal risk disclosure specific to the Fund’s structure as an ETF. Please add specific risk disclosure that covers, at a minimum, the following points: a) Please disclose the risk that the ETF’s market price may deviate from the value of the ETF’s underlying portfolio holdings, particularly in times of market stress, with the result that the investors may pay more or receive less than the underlying value of the ETF shares bought or sold. For clarity, consider disclosing that this can be reflected as a spread between the bid and ask prices for the ETF quoted during the day or a premium or discount in the closing price from the ETF’s NAV. b) Please disclose the risk that an active trading market for shares of the ETF may not develop or be maintained. Please also note that in times of market stress, market makers or authorized participants…

Comment: In the third paragraph of this section, please consider removing the following phrase: ". . . does not currently intend to voluntarily implement liquidity fees."

Comment: In the fourth paragraph of this section describing the discretionary liquidity fee, please consider adding disclosure regarding any specific notice provisions to shareholders upon the imposition of a discretionary liquidity fee.

Comment: In the second paragraph, please consider updating the following sentence for the new rule to reflect the mandatory fee versus the discretionary fee: "In addition, in accordance with Rule 2a-7 under the 1940 Act, the board of trustees of a retail or institutional money market fund may implement a liquidity fee, if such a fee is determined to be in the best interest of the Fund."

2. It remains unclear from your response to prior comment 3 how you concluded that these offerings should not be aggregated. Please provide an expanded response with a complete legal analysis which addresses each element of our prior comment as set forth below. Please provide a detailed analysis about whether the funds from this offering should, for the purposes of determining the offering limit under Rule 251(a)(2), be aggregated with the Regulation A offerings of the Target Companies. Address whether the securities offered by Worthy Wealth present a distinct investment opportunity for investors. In addition, please provide further detail on the proposed interrelation and interaction of the Target Companies and Worthy Wealth, including plans to transfer the funds they plan to raise to Worthy Wealth and any other affiliated entities, including Worthy Financial, Inc. and its…

16. Please revise your liquidity discussion to include the information provided in your response to prior comment 17.

2. We note that in your earnings calls you quantify free cash flow per share, which you also discuss in your investor day presentation on your website and in exhibit 99.1 to Form 8-K furnished on September 20, 2023. Please discontinue the presentation and discussion of this measure as non-GAAP liquidity measures that measure cash generated must not be presented on a per share basis. Refer to Rule 100(b) of Regulation G.

43. Please elaborate and respond in detail to comment 21 as the response is somewhat non-responsive. Also, as you highlighted in ASC 820-10-35-54A, please clarify how you take into account information that is “reasonably available.” ASC 820-20-35-54A states that “A reporting entity shall develop unobservable inputs using the best information available in the circumstances, which might include the reporting entity’s own data”. The Manager uses internal data to determine the risk associated with each Mortality Contract. That data includes age of the insured, sex of the insured, life expectancy of the insured, life expectancy extension ratio, mortality probability, breakeven probability, and the risk-adjusted return on capital. Other market participants would be able to calculate similar risk factors when having the underwriting data which would include life expectancy estimates, age of…

1. We note that your Free Cash Flow measure includes an adjustment to add back severance payments. This measure is not calculated in accordance with Item 10(e)(1)(ii)(A) of Regulation S-K, which prohibits the exclusion of charges or liabilities that require, or will require, cash settlement from a non-GAAP liquidity measure. Please revise this measure in future filings with the Commission.

Comment 12. With respect to the “Summary Information—Principal Risks of Investing in the Fund—Derivatives Counterparty Risk” section, the Staff notes there is disclosure stating, “[s]wap agreements also may be considered to be illiquid.” Please add a separate risk factor with respect to this risk or explain more clearly how the illiquidity is related to the “Derivatives Counterparty Risk.”

Comment 16. With respect to the last sentence of the “Summary Information—Principal Risks of Investing in the Fund—Fund Shares Trading, Premium/Discount Risk and Liquidity of Fund Shares” section, please add to the disclosure that the activities mentioned could lead to greater bid/ask spreads.

2. In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

2. We note your response to prior comment 5, and have the following additional comment. If true, please expand your footnotes to the pipeline table to clarify that further development of ALPHA-1062IN is dependent upon (1) the out-license of ALPHA-1062IN for mTBI and TBI to Alpha Seven Therapeutics Inc., which out-license has not yet occurred, and (2) Alpha Seven’s ability to raise sufficient capital resources through financing(s). Company

Comment 21 . In “principal risks of investing in the funds”, in liquidity risk and valuation risk, we note that the principal strategy of the Fund is to invest in mid-cap securities, which are typically liquid and have readily available market values. If the Funds invest in illiquid securities or securities that need to be fair valued as principal strategy, the principal strategy should this or remove the risks.

Comment: The Convertible Securities risk in the Fund Details—Principal Risks section states that an “investment in an enhanced convertible security may involve additional risks, including greater risk of reduced liquidity.” Please include an explanation of what an enhanced convertible security is.

1. We note from your disclosures on pages 103 and II-3 that there were numerous equity transactions reported subsequent to your balance sheet date. Please revise your disclosure to discuss the substance of each of those transactions and how they impacted your financial statements, liquidity, and capital resources.

6. We note that the resale offering may proceed whether or not the company’s shares are approved for listing on Nasdaq. We also note that the resale offering is not conditioned upon the closing of the firm commitment primary offering, which means that it may proceed simultaneously with the primary offering or without the primary offering occurring. Please revise the alternate pages to discuss all potential outcomes for the resale offering and their attendant consequences to shareholders. Specifically, add risk factor disclosure discussing the risks to investors arising from the resale offering proceeding without the firm commitment primary offering and any risks related to the two offerings occurring simultaneously. Your revisions should also discuss the potential impacts of the resale offering proceeding before receiving, or without receiving, Nasdaq listing approval, such as the…

2. We note that the projected revenues for 2023 were as high as potentially an 80% increase over the prior year, as set forth in the projected financial information prepared and provided to Alset’s Board in connection with the evaluation of the business combination. We also note that your actual revenues for the period reflected a slight decrease from the previous year. Please update your disclosure in “Liquidity and Capital Resources,” and elsewhere, to provide updated information about the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.