MD&A

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 response to the Staff’s comment, we revised our disclosure on pages 93, F-23, F-24 and F-27 of Amendment No. 9 to the Registration Statement. Selling Shareholders' Plan of Distribution, page Alt-5

The Company has revised the disclosure in Amendment No. 1 to provide comparative information for the interim period ended December 31, 2022, a balance sheet as of March 31, 2022, and updated disclosure elsewhere in Amendment No. 1 that compares the correct interim and annual periods as discussed with Mr. Jones. Part II Information Not Required in Prospectus Item 8. Exhibits and Financial Statement Schedules Exhibit Index Exhibit 5.1 Opinion of Conyers Dill & Pearman (Cayman) LLP, page II-3

Globe Life Inc. (the “Company,” “we,” “our,” “us”) premiums are typically paid to us on a monthly basis by auto-bank draft for both our life and health segments. We accept other forms of payment, which comprise a smaller portion of premium payments, such as check, credit card, and worksite payroll deduction, We propose to include the following disclosure in Management’s Discussion and Analysis (MD&A) Results of Operations as noted in our next Form 10-Q filing. Approximately 90% of our premiums are collected monthly; however, other premium payment options such as quarterly and annual are offered by the Company and may be elected by the policyholder. The majority of premiums are paid by way of automatic draft or electronic payment from our policyholders and to a lesser extent from other payment methods such as check, credit card and worksite payroll deduction. Comment: Legal Proceedings,…

• how commissions are calculated (e.g., based on annualized premium, based on expected lifetime premiums, etc.); ◦ Commissions are calculated on a policy-by-policy basis by applying commission rates multiplied by the annual premium stated on the policyholder contract. • the difference in commissions for new policies and renewed policies; ◦ Commission rates vary based on product type and by policy year. Commission rates are higher for the first-year premium when a policy is issued and commission rates are reduced for policies that remain in effect for renewal periods (e.g., commission rates may reduce in year 2-10 and again in year 11 and after). • when an agent is contractually due a commission (e.g., when a policy is sold, after a certain number of payment, etc.); ◦ Independently contracted agents (“agents”) earn commissions evenly over the contract period, which generally coincides…

We have expanded the risk factor disclosure under Financial, Tax and Accounting-Related Risks to include the referenced going concern issues. Risks Related to our Internal Controls and Accounting Policies If we are unable to implement and maintain effective internal control over financial reporting..., page 17

The Company evaluated the grant of RSUs to David J. Lee from April 12, 2024 and the grant of Options to Chankyu Park from May 10, 2024 and determined that such grants are not material and therefore do not require disclosure as a subsequent event under Accounting Standards Codification (“ASC”) 855-10, second type. In response to the Staff’s comment, we revised the disclosure on page 102 of the Registration Statement in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to disclose the impacts of the cash bonus to Junkoo Kim approved by the Company’s board of directors on May 28, 2024 and that is payable in July 2024, provided that the closing of the offering has occurred prior to such date and subject to Mr. Kim’s continuous employment with us through such date. The fair value estimates used for restricted stock units and stock…

The Company respectfully advises the Staff that shares underlying warrants are not being registered on this Registration Statement and the related disclosure is, therefore, not applicable at this time.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 153 and page 154 of the Registration Statement to include a discussion of the available lines of credit entered into with Hades Capital Limited and Stony Holdings Limited, as well as pro forma adjustments for any amounts drawn down from such lines of credit since the most recent pro forma balance sheet date. In addition, the Company also amended its disclosure on page 173, page 214, F-30 and F-85 of the Registration Statement to include discussion on the lines of credit subject to early release of Lock-Up Agreement in our MD&A discussion and financial statement footnotes. Unaudited Pro Forma Combined Statement of Operations, page 156

In response to the Staff’s comment, we propose to revise disclosure in our future filings to quantify each of the contributing factors, including any offsetting amounts, when more than one factor is responsible for the change in an income statement line item. One hypothetical example of such revised disclosure under “Consolidated Operations” follows: 2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404 “ Consolidated Operations “Net Revenue. Net revenue increased to $aaa million for the three-month period ended xxx, 2024 from $bbb million for the three-month period ended yyy, 2023. This increase was primarily attributable to an increase of $bbb million in net revenue from our digital business units in our digital segment, partially offset by decreases of $ccc million and $ddd million in net revenue in our television and radio segments, respectively.” One hypothetical…

The Company has revised its disclosure on the cover page and pages 7, 27, 32, 40 and 50 to address the Staff’s comment.

The Company acknowledges the Staff’s comment and advises the Staff that total contracted revenue and deferred site rental receivables are two measures that generally move independently of each other despite being related to common underlying customer agreements. As such, the Company does not believe that there is meaningful disclosure that should be provided pursuant to Item 303 of Regulation S-K. As discussed in more detail below, total contracted revenue increases immediately upon execution of a new customer agreement, and then begins to decrease (upon commencement of customer payments) until the contract either expires or, in some cases, is extended or renegotiated. In contrast, the deferred site rental receivables balance typically will increase during the first half of the agreement term and decrease during the second half of the agreement term. Thus, while the Company’s total…

We acknowledge the Staff’s comment and note that extended warranty and service revenues as a percentage of Connected Fitness Products gross profit 1 are approximately (26)%, (16)%, and 2% and extended warranty and service revenues as a percentage of total gross profit are approximately 6%, 6%, and 1%, in each case for the fiscal years ending June 30, 2023, 2022, and 2021, respectively. We also note that the impact of removing extended warranty and services revenues from our gross profit would result in a decrease of approximately 6%, 2%, and less than 1% in our Connected Fitness Products gross profit percentage and a decrease of 1%, 1%, and less than 1% in our total gross profit percentage for the fiscal years ending June 30, 2023, 2022, and 2021, respectively. In future filings, the Company intends to include extended warranty and service revenues in our disclosures under ASC…

The Company confirms that it will comply with the Staff’s comment in future filings.

The Company confirms that it will comply with the Staff’s comment in future filings.

The Company respectfully acknowledges the Staff’s comment and will revise future filings to define “core sales” as the following: Change in sales excluding the impact of foreign currency translation, acquisitions, and divestitures. 1 Consolidated Statements of Cash Flows, page 46

The Company confirms that it will expand its disclosures in MD&A appearing in the Company’s annual and quarterly reports, to provide the more comprehensive and quantified discussion of results of operations as requested by the Staff. The Company will begin to include such expanded disclosure in its Form 10-Q for the quarterly period ended June 30, 2024, which the Company expects to file on or about August 8, 2024. Discussion of Cash Flows Operating Cash Flows, page 37

In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 6, 53-54, 62 and 100 of the Amended Registration Statement.

Please refer to the revised disclosures in the Revised Registration Statement. If you have any questions regarding the Revised Registration Statement, please contact Huan Lou, Esq. (hlou@srfc.law or (646) 810-2187) or David Manno, Esq. (dmanno@srfc.law or (212) 981-6772) of Sichenzia Ross Ference Carmel LLP, attorneys for MKDWELL Tech Inc., and Michael T. Campoli, Esq. ( mcampoli@pryorcashman.com or (212) 326-0468) or Elizabeth F. Chen, Esq. ( echen@pryorcashman.com or (212) 326-0199), attorneys for Cetus Capital Acquisition Corp. Thank you for your time and attention. Very truly yours, /s/ Ming-Chia Huang Ming-Chia Huang On behalf of MKDWELL Tech Inc. /s/ Chung-Yi Sun Chung-Yi Sun On behalf of Cetus Capital Acquisition Corp.

We acknowledge the Staff’s comment regarding non-completion of the disposition referenced in the Comment Letter. As we discussed in our fourth quarter earnings call, and consistent with the risk factors and MD&A in the 2023 Form 10-K regarding effects of increased interest rates on our business, we believe increased interest rates (and reduced lending to owners of, and investors in, commercial real estate) have contributed to decreased acquisition/disposition activity. In preparing the MD&A, we discussed our views of the current and prospective impacts of higher interest rates (and reduced lending to owners of, and investors in, commercial real estate) not only on property valuations and acquisition/disposition activity but on other fundamentals of our business, including on our actual results of operations and financial condition as of, and for the periods presented, in our…

We acknowledge the Staff’s comment and the applicable guidance cited. We confirm that in future filings, beginning with our next Form 10-Q, where we describe two or more business reasons that contributed to a material change in a financial statement line item between periods, we will quantify, where possible, the extent to which each factor contributed to the overall change in that line item, including any offsetting factors. With respect to specifically describing the extent to which material changes in revenue from period to period are attributable to changes in prices or to changes in the volume or amount of goods or services being sold or to the introduction of new products or services, our revenues are significantly impacted by factors other than price and volume. Product mix often varies considerably period to period, and unlike commodity goods, like for like unit price and volume…

We direct the Staff to the top of page 5 of the 2023 Form 10-K, which contains the following disclosure: "Note: Refer to table below (net product sales of Regeneron-discovered products) for information regarding whether net product sales for a particular product are recorded by us or others . . . " In future filings, we will also include similar disclosure in the lead-in to the table presenting net product sales of Regeneron-discovered products as follows: "The table below includes net product sales of Regeneron-discovered products. Such net product sales are recorded by us or others, as further described in the footnotes to the table." • For those net product sales recorded by a collaboration partner and for which you record your share of profits in connection with the collaboration, quantify the amounts recorded and specify where such amounts are recorded on your Statements of…

The Company respectfully acknowledges the Staff’s comment. We interpret the requirement under Article 4-08(h)(1) of Regulation S-X to measure domestic and foreign pre-tax income based on geographic location of the operations. The entities, including branches of entities, are subject to tax in Ireland because the operations of those entities are located in Ireland. Our reported Ireland pre-tax income does not include any income generated by operations geographically located outside of Ireland. In Fiscal 2023, our commercial operations geographically located in Ireland did, in fact, generate pre-tax income through the delivery of products and services to Customers. The Fiscal 2023 $16.3 million of pre-tax earnings for the commercial operating entities cited in our response was offset by the $16.3 million of pre-tax loss from operations of our Irish holding companies. This is not the case…

In response to the Staff’s comment, please see the revised disclosure on page 25 of Amendment No. 2, which includes, within the Company’s MD&A discussion on operating expenses , more detailed disclosure to quantify the amount of pay-it-forward receipts that offset the Company’s sales and marketing expenses. Investment Affiliates, page 40

The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company will expand its disclosures in the MD&A to quantify the impact of any two or more factors contributing to material changes in financial statement line items. Below is an illustrative example of the proposed disclosure that the Company would have included in the MD&A section in its Form 10-K for the fiscal year ended December 31, 2023. Future filings will include a similar disclosure as applicable, beginning with the Form 10-Q for the quarterly period ending June 29, 2024. Revenue The following table sets forth our revenue (dollars in thousands): Our revenue increased by $171.8 million, or 20%, during 2023 compared with 2022. The increase in revenue from large customers was primarily due to strength in shipments to one of our large customers. The increase in revenue from medium customers was…

Part A of Comment #2 The Company acknowledges the Staff’s comment. To address the first sentence of the Staff’s comment 2, the Company will revise its disclosures in future filings to describe the composition of non-GAAP adjustments and include expanded discussion of the rationale for the Company’s determination that non-GAAP adjustments are not indicative of ordinary results of operations. The proposed additional disclosure for future filings is set forth below: Non-GAAP adjustments may include, but are not limited to, certain items such as center closure costs (net losses on retired assets, lease costs, asset impairments and accelerated depreciation and amortization), goodwill impairments, severance and other restructuring costs, significant legal settlement accruals, debt extinguishment and modification costs, and significant adjustments to recognized shared savings earnings in our…

In future filings, we plan to expound upon the factors that have contributed to a material change in a financial statement line item by providing further context to explanations and quantifying factors where practical and to the United States Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing Page 2 extent material. For example, in our quarterly report on Form 10-Q for the quarterly period ended March 31, 2024 (the “Q1 2024 Form 10-Q”), we have included the following language: Net sales. Net sales for the three months ended March 31, 2024 were $91.9 million compared to $108.4 million for the three months ended March 31, 2023. We have experienced lower customer demand in both our home entertainment and climate channels. Our home entertainment channel continues to be adversely affected by cord cutting while our climate control channel is experiencing…

In response to the Staff’s comment, we supplementally advise the Staff that the “Distribution of previously taxed foreign earnings and profits” represents foreign earnings that were previously taxed in the U.S. prior to 2023. The United States Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing Page 5 amount included in the rate reconciliation is the amount of intercompany dividend income included in U.S. pre-tax income that is not taxable under U.S. law. The “Foreign participation exemption” represents legislative relief in the Netherlands from international taxation on intercompany dividend income being taxed in more than one jurisdiction. The amount included in the rate reconciliation is the amount of intercompany dividend income included in the Netherlands pre-tax income that is not taxable under local/applicable tax law. The “foreign tax rate…

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 response to the Staff’s Comment, there was an error in updating the amount classified within provision for allowance for doubtful accounts to include the total bad debt expense and not just the change in the provision for allowance for doubtful accounts. This resulted in an error in the change in accounts receivable as well, as it included the difference between the total bad debt expense and the change in the provision for allowance for doubtful accounts. These errors have been corrected and the disclosure on pages 285 and iDoc’s financial statements on pages F-73 and F-79 were revised. Accounts Receivable and Credit Losses, page F-74

The Company respectfully advises the Staff on a supplemental basis that the Company’s realized gain/(loss) on its equity investments during the year ended December 31, 2023 was a result of ordinary course sales of equity investments in portfolio companies and did not rise to the level of an unusual or infrequent event(s) or transaction(s) that materially affected the Company’s reported income during the period. Accordingly, the Company does not believe any additional narrative disclosure in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is required pursuant to Item 303(a)(3) of Regulation S-K.

We respectfully acknowledge the Staff’s comment. For ease of the Staff’s review, we have included the following table to summarize the costs associated with our transformation and restructuring charges (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Corporate Transformation ​ $ 12,300 ​ $ 16,600 ​ $ 18,061 Restructuring Charges ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset Write-downs: ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment ​ 4,334 ​ ​ — ​ ​ — Inventories ​ ​ 448 ​ ​ — ​ ​ — Employee Termination Benefits ​ 2,731 ​ ​ 7,157 ​ ​ 588 Total Restructuring ​ ​ 7,513 ​ ​ 7,157 ​ ​ 588 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Corporate Transformation and Restructuring ​ $ 19,813 ​ $ 23,757 ​ $ 18,649 ​ ​ May 8, 2024 ​ Securities and Exchange Commission Division of Corporate Finance Office of Industrial Applications and Services ​ Page 2 ____________________ ​ ​ Corporate transformation ​ In our…

We respectfully acknowledge the Staff’s comment and respectfully advise the Staff that the Company does not consider the number of Distributors’ subscribers or our contractual rates with Distributors to be key performance indicators. Our internal segment reports and variance analyses provided to our chief operating decision maker do not focus on these metrics. The Company also believes quantifying the number of Distributors’ subscribers or our contractual rates with Distributors will cause competitive harm as broadcast networks may use this information in programming fee negotiations with the Company. We also note that the number of subscribers to our Distributors’ is not within the Company’s control. However, we do believe a discussion of trends in the number of Distributors’ subscribers or our contractual rates with Distributors to be helpful to investors in evaluating our financial…

The Company acknowledges the Staff’s comment and has made the requested additional disclosure in relevant sections of the Registration Statement.

We acknowledge the Staff’s comment and respectfully advise the Staff that we will enhance our disclosure in future filings to include a discussion about the expected effects on future earnings and liquidity resulting from the Performance Chemicals’ repositioning plan in accordance with Staff Accounting Bulletin (“SAB”) Topic 5P4. For reference, we have expanded the Performance Chemicals’ repositioning disclosures included within Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments and Updates, page 27 included within our Form 10-Q for the quarterly period ended March 31, 2024, filed on May 2, 2024 (“Q1 2024 Form 10-Q”). Performance Chemicals Reporting Unit, page 29

The Company has revised its disclosure on the cover page and pages 31, 45, 54, and 67 to address the Staff’s comment.

The Registrant acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 24 and 91 of Amendment No. 1.

The Company respectfully acknowledges the Staff’s comment and confirms that, in future filings beginning with our Form 10-Q for the quarterly period ended June 30, 2024, when two or more factors contribute to a material change in a measure of profitability or expense we discuss, the Company will quantify the impact of each such factor, in dollar or percentage terms, where such quantification is practicable and necessary to an understanding of the material change in the measure of profitability or expense. Mr. Kevin Stertzel April 30, 2024 Financial Statements Note I. Supplier Finance Program, page 53

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has updated the MD&A section in the Amended Registration Statement to cover the periods covered by the financial statements. ***** If you have any additional questions regarding any of our responses or the Amended Registration Statement, please do not hesitate to contact Peter Strand at (202) 689-2983. Very truly yours, /s/ E. Peter Strand E. Peter Strand cc: Brandon Robinson, Chief Executive Officer, New Horizon Aircraft Ltd.

We respectfully acknowledge the Staff’s comment. In connection with our disclosure controls and procedures for our periodic filings, including our disclosures in our MD&A, we regularly undertake a quantitative and qualitative analysis of the materiality of the contributors to the changes in sales, including, but not limited to, volume growth and net selling prices, and have reflected material drivers in compliance with Item 303(b)(2)(iii) of Regulation S-K in our filings. For example, in our 2023 10-K MD&A, we disclosed that volume growth for certain brands, including Repatha®, TEZSPIRE®, EVENITY®, Prolia® and BLINCYTO®, and the contribution of new product sales of $954 million from the Horizon Therapeutics plc (“Horizon”) acquisition, partially offset by declines in net selling prices of certain products, including Neulasta®, MVASI® and Enbrel®, drove the total increase in product…

When drafting the Management’s Discussion and Analysis of Financial Condition and Results of Operations section (“ MD&A ”), the Company considers matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management’s assessment to have a material impact on future operations, including known material trends, demands, commitments, events and uncertainties in liquidity and capital resources and results of operations. Management considers the consent to the appointment of a receiver to assume possession and control of the 190 Office Center property, as noted on page 47, and the impairment and subsequent cash-sweep affecting Cascade Station, to have materially affected results of operations for the period covered by the 10-K, and further that the potential disposition to the lender of the Cascade Station property upon maturity of…

The Company respectfully acknowledges the Staff’s comment and advises the Staff that product sales revenue accounts for less than 10 percent of the sum of revenue from services and product sales for all periods presented. As a result, the Company elected to combine revenue derived from services and products sales into one class pursuant to Rule 5-03(b)(1) and (2) of Regulation S-X. The Company will continue to monitor its product sales revenue and will separately present product sales revenue pursuant to Rule 5-03(b)(1) and (2) of Regulation S-X if it exceeds 10 percent of the Company’s total revenue in future periods. Form 8-K filed February 21, 2024 Exhibit 99.1 Use of Non-GAAP Financial Measures, page 7

While not material to the Company’s consolidated operating results, balance sheet, or cash flows, the Company acknowledges that it qualitatively disclosed PharmaLex as one of the individual factors contributing to fiscal 2023 revenue and gross profit growth of the International Healthcare Solutions segment. United States Securities and Exchange Commission April 18, 2024 The Company evaluated the disclosure requirements of ASC 805-10-50-2(h) when preparing its disclosures in Note 2. Acquisitions and Equity Method Investment and concluded that PharmaLex was not a material acquisition as its fiscal 2023 pretax income and total assets were both less than 3% of the Company's consolidated fiscal 2023 pretax income and total assets. With regard to ASC 805-10-50-2(f), the Company concluded that the acquisition-related costs incurred in connection with the PharmaLex acquisition were not material…

The Company respectfully acknowledges the Staff’s comment and has included the unaudited interim financial statements for the three and six months ended August 31, 2023 and 2022 which were inadvertently omitted from the registration statement on Form 20-F in response to the Staff’s comment. www.nauth.com U.S. Securities and Exchange Commission April 17, 2024 Page 4 The Company hereby advises, or acknowledges to, Staff that the Company is responsible for the adequacy and accuracy of the disclosure in the filing. Should you have further comments or require further information, or if any questions should arise in connection with this submission, please call the undersigned at (416) 477-6031. You also may contact the undersigned by email at dnauth@nauth.com or by fax at (416) 477-6032. Yours truly, /s/ Daniel D. Nauth Daniel D. Nauth cc: John Passalacqua, Chief Executive Officer of First…

The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment to disclose exercise price of the warrants, the likelihood that warrant holders will exercise their warrants, the impact on our liquidity and our ability to fund operations on a prospective basis (see pages __). Risk Factors; Our Business Risks Our management has limited experience in operating a public company, page 40

The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment ***** If you have any additional questions regarding any of our responses or the Amendment to the Registration Statement, please do not hesitate to contact Debbie Klis, Esq. on (202) 935-3390. Kindest regards, /s/ Rimon P.C. Rimon P.C. cc: Aaron Green, Chief Executive Officer OneMedNet Corporation 2 | PAGE

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 acknowledges the Staff’s comment and will include future filings an analysis of net interest income pursuant to Regulation S-K, Item 1402.a. and b. within Management’s Discussion and Analysis of Financial Condition and Results of Operations starting with our Form 10-K for the year ended March 31, 2024. Our proposed disclosure is provided below: Monthly average balances and Yields. The following table provides a summary of the monthly average balances and average interest rates for the major categories of interest-earning assets for the fiscal years ended March 31, 2024, 2023 and 2022. Securities and Exchange Commission April 12, 2024 Page 7 Year ended March 31, 2024 2023 2022 Monthly average balance Interest-earning assets Loans issued Margin lending, brokerage and other receivables, net (1) Trading securities(2) Available for sale securities, at fair value(2) Average yields…

We acknowledge the Staff’s comment and respectfully advise the Staff that we have revised the disclosure on the cover page of the preliminary prospectus and pages 9, 38-39, 46 and 104-106 of the F-1 Registration Statement in response to this comment. Division of Corporation Finance Office of Technology United States and Exchange Commission April 12, 2024 Page 3 5. Staff

The Company has revised the disclosure on pages 28 and 38 of Amendment No. 2 in response to the Staff’s comment. 1

In light of Staff comments, in addition to the disclosure that the estimate changes were immaterial to the periods presented, we have determined we will enhance our disclosures in future filings, beginning with our Annual Report on Form 10-K for the fiscal year ending April 27, 2024, to further comply with the requirements of ASC 606-10-50-17 relating to the disclosure of judgments and changes in estimates made in the application of ASC 606. In future filings, beginning with the Annual Report on Form 10-K for fiscal 2024, we will include a discussion in “Note 1. Nature of Business and Summary of Significant Accounting Policies” in the section entitled “Revenue recognition” to further describe the significant judgments used in the estimation process and add clarity to our accounting policy over estimate changes. The following is an example of the enhanced disclosure: Estimated contract…

We understand the Staff’s comment and acknowledge the guidance in Question 100.01 of the Division of Corporation Finance’s C&DIs on Non-GAAP Financial Measures regarding the treatment of corporate income (expense) as a normal recurring operating cost necessary to operate our business. We will eliminate Segment operating income from our future filings and disclosures, including in earnings releases filed under Form 8-K. In addition, we will revise our related MD&A disclosures in future annual and quarterly filings to disclose and discuss the reasons for changes in operating cost and expense line items included in our statements of operations. Consolidated Financial Statements 20. Segments, page 76

We understand the Staff’s comment and acknowledge the requirements of ASC 280-10-50-27 and 280-10-50-28 with regard to the disclosure of the measure of segment profitability used by the Company’s chief operating decision maker (“CODM”) for purposes of making decisions about allocating resources to our segments and to assess performance. We confirm that Adjusted EBITDAP is used by our CODM as the primary segment profitability measure in assessing ongoing operating performance. As disclosed on page 26 of our annual report on Form 10-K for the year ended March 31, 2023, the isolation of noncash charges, such as depreciation and amortization, and nonoperating items, such as interest, income taxes, pension and other postretirement benefits, provides additional information about our cost structure and, over time, reflects and helps us track our operating progress. In making the determination…

The Company acknowledges the Staff’s comment that, as of the date of the Amended Registration Statement, the warrants are “out of the money.” The Company acknowledges that the warrants could potentially continue to be out of the money in the future and therefore not exercised, and advises the Staff that it has therefore revised the disclosure throughout, including on the cover page and pages 1, 5, 33, 34, 54 and 55 of the Amended Registration Statement, to reflect such a possibility and the impact on liquidity and the Company’s ability to fund its operations with current cash.

The Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 32 and 56 of the Amended Registration Statement as requested. Management’s Discussion and Anaysis of Financial Condition and Results of Operations, page 46

The Company acknowledges the Staff’s comment and respectfully advises that, at the time of filing its Annual Report on Form 10-K for the year ended December 31, 2023, the Company considered the Commission’s guidance in Release No. 34-90459 in which the Commission states: [W]hen applying the “reasonably likely” threshold, registrants should consider whether a known trend, demand, commitment, event, or uncertainty is likely to come to fruition. If such known trend, demand, commitment, event or uncertainty would reasonably be likely to have a material effect on the registrant’s future results or financial condition, disclosure is required. Known trends, demands, commitments, events, or uncertainties that are not remote or where management cannot make an assessment as to the likelihood that they will come to fruition, and that would be reasonably likely to have a material effect on the…

The Company acknowledges the Staff’s comment and has revised the cover page, page 41 of the Risk Factors section, page 45 of the Use of Proceeds section and page 66 of the MD&A section of Amendment No. 2 to disclose the likelihood that warrant holders will not exercise their warrants because they are out of the money, that cash proceeds associated with the exercise of the warrants are dependent on the stock price and to describe the impact of such likelihood on our liquidity and ability to fund our operations on a prospectus basis with current cash on hand. 2. Staff’s

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has incorporated its response within the response to comment # 5. * * * As requested by the Staff, the Company acknowledges that the Company and its management are responsible for the adequacy and accuracy of the disclosures in the filing, notwithstanding any review, comments, action or absence of action by the Staff. If you have any questions regarding these responses or other issues relating to this correspondence, please contact me at (631) 719-3633 or lee.boyce@hain.com. Sincerely, /s/ Lee A. Boyce Lee A. Boyce Executive Vice President and Chief Financial Officer cc: Kristy M. Meringolo, Chief Legal and Corporate Affairs Officer Michael J. Ragusa, Senior Vice President and Chief Accounting Officer 12

The Company has revised the disclosure on the cover page of the prospectus and on pages 3, 4 and 5 of Amendment No. 1 to disclose the exercise prices of the warrants compared to the market price of the underlying security in response to the Staff’s comment. In addition, the Company has added disclosure regarding the likelihood that warrant holders will not exercise their out of the money warrants on the cover page of the prospectus and pages 3 and 9 of Amendment No. 1. As the Company is now eligible to use Form S-3, Amendment No. 1 incorporates by reference certain information from the Company’s other filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “ 2023 10-K ”) filed with the SEC on the date hereof. The Company has also provided disclosure in the risk factor titled “Our warrants may not be exercised at all and we may not receive…

We have revised the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in its entirety.