Related party transactions

The Fund supplementally confirms that the referenced costs are not included in the Statement of Operations. While rent and other occupancy costs are expenses that are chargeable to the Fund pursuant to the Administration Agreement, the Administrator has historically elected not to charge rent and other occupancy costs to the Fund. Additionally, because the Administrator has simply chosen not to charge these costs to the Fund in the past, it has not undertaken to calculate the amount of rent and other occupancy costs allocable to the Fund. Therefore, there is no basis for seeking recoupment of these historical costs, and the Administrator will not seek recoupment of these historical costs. The Fund supplementally clarifies that the statement, “[T]he Administrator may seek reimbursement for such costs in future periods,” reflects only that the Administrator may in the future determine to…

We have revised the disclosure on page 5 to include the requested information. We note that the dollar amount involved in the transactions with the related party through the date hereof totals $12,377, which is less than the $120,000/1% of the average assets threshold threshold under Item 404(d) of Regulation S-K. Although this transaction is not disclosable as a related party transaction, with the inability to speak with the Staff, Beeline elected to include the requested information. Risk Factors The sale or issuance of our common stock to C/M will create dilution, page 7

We have revised the disclosure on page 63 to include the related party transaction disclosed on page F-10 and F-23. Please note that we have disclosed on page F-26 that we do not have any related party transactions. Principal and Selling Stockholders, page 64

The Registration Statement has been amended to address the Staff’s comment. Exhibits

We respectfully inform the Staff that, due to a change in budget of one investor, Dongsheng International Group Ltd. (“Dongsheng”), the Company and Dongsheng entered into a termination and mutual release agreement on June 25, 2024, to terminate Dongsheng’s standby equity subscription agreement with us, effective on the date thereof. We have not sold any securities and Dongsheng has not purchased any securities of ours pursuant to the standby equity subscription agreement. On June 25, 2024, Hongfeng International Group Ltd. signed a standby equity subscription agreement, in the same form as the standby equity subscription agreement of Dongsheng. In response to the Staff’s comment, we revised our disclosure accordingly and we hereby confirm that there is no relationship between the each of the four different entities and that these entities are not our related parties.

In Amendment 4 we have included disclosure of the material terms of the Company’s related party agreements, as disclosed in “ Certain Relationships and Related Party Transactions ”. United States Securities and Exchange Commission June 26, 2024 Page 5 Dickinson Wright PLLC Pro Forma Financial Statements, page F-74

The Company acknowledges the Staff’s comment. The amounts in the due from related party represents amounts used to fund operating activities or were operating cost paid by HCMC on behalf of HCWC. Because the referenced change in due from a related party balance is significant and has a material impact on the operating cash flow, management of the Company believes that presenting it within operating activities can provide a clearer picture of the Company’s core business performance. Furthermore, management believes this is especially important because the financing activities section is relatively brief. Management believes including changes in due from related parties within operating activities enhances transparency in its financial statements. Page 2 General

The Company acknowledges the Staff’s comment and has supplemented the Prospectus Summary disclosures and page 1 of the Registration Statement to address the Staff’s Comment. Management’s Discussion and Analysis of Financial Condition and Results of Operations Selected Income Statement Items Total Revenues, page 46

The Company acknowledges the Staff’s comment and has revised pages 44 and 79 of the Registration Statement to address the Staff’s comment. Principal Stockholders, page 80

SBC advises that the balance of advances from customers - related parties primarily included 1) the cash received in an amount equivalent to the awarded loyalty points that have not been redeemed by MCs' customers, which would be returned to MCs upon the redemption of the loyalty points or recognized as SBC's revenue when the points are expired, which has not been significant historically; and 2) MCs' overpayment for procurement services revenue when SBC received discounts on certain large purchases, which would be returned to MCs at a later time. Based on historical data, the majority of the balance of advances from customers - related parties represented cash that would be returned to MCs subsequently, instead of deferred revenue, therefore, the amount being recognized as revenues is much smaller than the total balance. Changes in response to the Staff’s comment have been reflected in…

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…

The Registrant holds investment positions in Rockfish Seafood Grill, Inc. (“Rockfish”) in the form of first liens on both a Revolver and Senior Loan. The valuation process used to value Rockfish at December 31, 2023 began with it being initially valued by an independent third-party valuation firm. This firm used an enterprise value coverage valuation technique to arrive at the enterprise value of Rockfish before allocating this value through the capital structure in order of priority. Unobservable inputs included both multiples of store level EBITDAR and location value determinations. Because the Registrant has first liens that exceed the enterprise value, this value was allocated entirely to its Revolver and Senior loan. The preliminary valuation conclusions for Rockfish were then documented and discussed with senior management, our investment advisor, the independent third-party…

The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages F-35 of the Amendment. General

We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the disclosre in the executive compensation section on page 165 to include the most fiscal year ended March 31, 2024, consistent with Item 6.B. of Form 20-F. We have also revised the the related party transaction section to comply with Item &.B. of Form 20-F on pages 166, 167 and 168 of Amendment No. 10 We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Grace Bai, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or gbai@orllp.legal. Sincerely, /s/ Qiwei Miao Qiwei Miao Chief Executive Officer

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 279 and 280 of the Amended Registration Statement accordingly. The Company respectfully advises the Staff that the Company has determined that the related party disclosure in the Amended Registration Statement complies with the requirements of Item 404 of Regulation S-K.

The Company acknowledges the Staff’s comment and confirms that, in future filings, the Company will present on the face of its consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, and consolidated statements of cash flows the amounts of all related party transactions and balances, including with respect to Alcon Research LLC (“Alcon”), in accordance with Rule 4-08(k) of Regulation S-X. The Company will reflect the amounts of all transactions and related party balances on the face of its financial statements beginning in the period which Alcon became a related party, which was as of May 22, 2023 at the time Alcon provided financing to the Company.

In response to this comment, the Company advises the Staff that it has updated the section titled Certain Relationships and Related Party Transactions in accordance with the Staff’s request. We appreciate the opportunity to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly as possible. If you wish to contact us directly you can reach me at 301-971-3955 or Darrin Ocasio, Esq. of Sichenzia Ross Ference Carmel LLP at 212-398-1493. Sincerely, HWH International Inc. By: /s/ John Thatch Chief Executive Officer cc: Darrin Ocasio, Esq. Sichenzia Ross Ference Carmel LLP

In response to the Staff’s comment, the Company has revised the disclosure on pages 83 and 84 of the Amended Form S-1. June 5, 2024 Page 3 Description of Securities of Montana Class B Common Stock, page 84

Comment acknowledged. The Registrant hereby confirms that no related party transactions or related disclosures required to be disclosed have been omitted. 18.

The $2,830,242 borrowings from related parties for the six months ended September 30, 2023 disclosed here is the totaling of $2,479,225 borrowings from a related party, $339,962 payment of operating expenses on behalf of the Company, and the purchase of $11,055 property and equipment on behalf of the Company, all of which are disclosed in Note 8. Both the $339,962 payment of operating expenses and the $11,055 purchase of property and equipment on behalf of the company as disclosed on page F-71 and F-72 represent amounts required to repay. Real Messenger Holdings Limited Notes to Unaudited Condensed Consolidated Financial Statements Note 12. Subsequent Events, page F-56

In Amendment 3 we have revised the Certain Relationships and Related Party Transactions section to provide as follows: “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS We are subject to a number of conflicts of interest arising out of our relationship with WFI and the Target Companies, including the following: ● Our Company has several officers and directors who are also officers and directors of WFI and the Target Company, as follows, and, accordingly, such persons have fiduciary obligations to other entities as well as to the Company: Name of Person Company Positions WFI Positions WPB Positions WPB2 Positions Sally Outlaw President, Chief Executive Officer, and Director President, Chief Executive Officer and Director Director Director Alan Jacobs Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Director Executive Vice President, Chief Operating…

In Amendment 3 we have included the following additional agreements as Exhibits: ● Stock Purchase Agreement between the Company and WFI ● Amendment No. 1 to Stock Purchase Agreement between the Company and WFI ● Form of FinTech Assignment Agreement between the Company and WFI ● Form of FinTech License Agreement between the Company and WFI ● Form of Management Services Agreement between the Company and Worthy Wealth Management Very truly yours, Clint J. Gage

We note the Staff’s comment and respectfully advise the Staff that our disclosure has been revised in accordance with Comment 6 hereof. 2 Market Price and Dividends of Securities, page 175

In response to this comment, the Company advises the Staff that it has updated the Amendment in accordance with the Staff’s request. We appreciate the opportunity to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly as possible. If you wish to contact us directly you can reach me at 301-971-3955 or Darrin Ocasio, Esq. of Sichenzia Ross Ference Carmel LLP at 212-398-1493. Sincerely, HWH International Inc. By: /s/ John Thatch Chief Executive Officer cc: Darrin Ocasio, Esq. Sichenzia Ross Ference Carmel LLP

We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the AI development supplier is an independent third party. The supplier was once a minority shareholder of NetClass Technology Inc. On May 30, 2022, the supplier disposed all of its shares to other investors prior to the completion of reorganization of the group and has had no influence on the operation of the Group for the years ended September 30, 2023 and 2022. We have revised the disclosure on pages 41, 72, 116 and F-20 accordingly. In addition, we have summarized the material terms of the AI Technical Development Service Agreement on page F-20, and filed it as Exhibit 10.9. Note 5. Advances to Vendors, page F-20

In response to the Staff’s comment, please see the revised disclosure on page 5 of Amendment No. 2, which includes more detailed disclosure regarding the related party relationship between VAS Portal, LLC, the Angel Funding Portal and the Company. Williams Mullen Center | 200 South 10th Street, Suite 1600 Richmond, VA 23219 | P.O. Box 1320 Richmond, VA 23218 T 804.420.6000 F 804.420.6507 | williamsmullen.com | A Professional Corporation

In response to the Staff’s comment, please see the revised disclosure on page 42 of Amendment No. 2, which includes more detailed information regarding how the agreed upon market-based rates charged by HB in connection with its provision of the promotion and marketing services to the Company are earned and calculated. Notes to Consolidated Financial Statements 1. Description of Organization and Summary of Significant Accounting Policies Deferred Financing Costs and Note Discount, page F-10

The Trust has updated the notes to the seed financial statements as requested. Morgan, Lewis & Bockius llp 1111 Pennsylvania Avenue, NW Washington, DC 20004 +1.202.739.3000 United States +1.202.739.3001 STATEMENT OF ADDITIONAL INFORMATION

The Company has updated as requested. 1

SBC advises the Staff that the cash transactions were to acquire equity interests of medical corporations (the “MCs”) in Japan, which are non-profit organizations regulated by the Japanese Medical Care Act (the “Act”). Please also refer to our response to Comment 21 below. Unlike traditional equity-method investments, according to the Act and articles of incorporation of the MCs, MCs’ equity interest holders have no voting right, no decision-making ability, and no right to receive distribution to dividends or any profit distribution while holding the equity interest. The transactions do not appear to have the characteristics of the elements prescribed in ASC 230-10-45-13. Instead, the arrangement of payments is to bond the business relationship between SBC, as a medical service corporation (“MSC”), and MCs for SBC to provide medical support services to those MCs, which is frequently…

SBC advises the Staff that it has considered ASC 810 – Consolidation as well as ASC 958-810 Not-for-Profit entities – Consolidation in its conclusion not to consolidate the related party Medical Corporations (“MCs”). Pursuant to ASC 810-10-05, there are two primary models for determining whether consolidation is appropriate: The voting interest entity model The variable interest entity (VIE) model The 4 related party Medical Corporations are non-profit organizations established in Japan to own and operate clinics under the medical-related laws and regulations of the Japanese Medical Care Act (the “Act”). As ASC 810-10-15-17 scopes out not-for-profit entities from the variable interest entity model, it is required to be evaluated under the voting interest entity model. Under the voting interest entity model within ASC 810-10-15, all majority-owned subsidiaries – all entities in which a…

The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment to include a section on certain relationships and related party transactions.

Please refer to our comprehensive accounting analysis above that addresses each of the five steps outlined in ASC 606-10-05-4, including this specific comment on page 9 above. • With regards to step one in ASC 606-10-05-4: o Expand your analysis to more fully address ASC 606-10-25-1 through 25-9.

We acknowledge the Staff’s comment and in future filings, beginning with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, we will identify on the face of our condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, and condensed consolidated statements of cash flows the amounts of all material related party transactions and balances pursuant to Rule 4-08(k) of Regulation S-X. While Rule 4-08(k) of Regulation S-X does not have a concept of materiality, we do not believe that the inclusion of immaterial related party amounts on the face of our condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, and condensed consolidated statements of cash flows would enhance the usefulness of our financial statements and therefore such amounts will be excluded,…

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 67, 227 and 228 of the Amended Registration Statement to include disclosure regarding Devvio’s business. The Forevver Association is the issuer of the DevvE token and is managing the trading of the token on offshore (non-US) marketplaces as well as business development activities around the DevvE token. Neither the Company no Devvio are involved in the issuance, sale or trading of the DevvE token. DevvStream does not assert control or have management authority over the Forevver Association, nor has DevvStream participated in the development, issuance or trading of the DevvE token. DevvStream’s business is not dependent upon or related to the DevvE tokens or their issuance or trading in any way.

Bullet 1 – The Company confirms that it will revise its disclosures regarding the ALT structure including any funding needs of the Company, rationale and benefits of the ALT structure, authorization of Company personnel to use the ALT bank account and any other necessary disclosure consistent with the information provided in its response to the first two bullets of Comment 2 of the letter dated March 29, 2024. Bullet

The Company will undertake to amend the applicable filings to present restated financial statements reflecting the correction of the error in accordance with ASC 250 and file an Item 4.02 Form 8-K as well as update the disclosure in Item 9A regarding any new material weaknesses identified in connection with this error.

In response to the Staff’s comment, the disclosure on page 79 and 80 of Amendment No. 1 to the Registration Statement has been revised. With regard to the question relating to if the no additional redemptions scenario considers the number of shares to be acquired by the Sponsor, the Company has expanded footnote (3) to the table on page 79 to better describe how this calculation is done and assumptions made within the table. Unaudited Pro Forma Condensed Combined Financial Information Joint Venture, page 71

We have revised and updated disclosure on cover page and page 4 for the payment of salaries of executive officer amounting $181,787 as stated under Compensation of Directors and Executive Officers disclosure on page 79 and Related Party disclosure on page 84. We thank the Staff for its review of the foregoing and the Amended Registration Statement. If you have further comments, please feel free to contact our counsel Jeffrey Li at Jeffrey.li@fisherbroyles.com or by telephone at (703) 618-2503. Very truly yours, /s/ Bun Kwai Bun Kwai, Chief Executive Officer Enclosures cc: Jeffrey Li FisherBroyles, LLP 2

The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 280. Index to Financial Statements, page F-1 33. Staff’s

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

In response to the Staff’s comment, we have revised our disclosures under the “Business - Description of Properties” section on page 58 of Amendment No.1. We respectfully advise the Staff that such office space from Flewber Global, Inc. is currently leased for $10,000 per month as disclosed in the Lease Amendment Agreement to the Lease Agreement dated September 1, 2022, which was filed as part of Exhibit 10.12 to the Registration Statement filed on March 19, 2024. 2 Executive and Director Compensation Summary Compensation Table, page 72

In response to the Staff’s comment, the Company revised the disclosure to provide additional information regarding these negotiations and the valuation methodology and assumptions underlying the valuations included in the August LOIs. The Company also revised its disclosure to clarify the potential conflicts of interest of the Achari sponsor and related parties, as compared to the interests of Achari public shareholders, including that it is in the best interests of the sponsor and insiders for Achari to complete a business combination rather than liquidate the SPAC. 14. Staff’s

In response to the Staff’s comment, the Company has revised the disclosure in Amendment No. 2 to: (i) clarify the organizational structure, (ii) further highlight the dual class structure and the particular aspects of each class, (iii) clarify that we do not know to whom the preferred shares may be issued but that they could be issued to investors in situations where we are not able to conduct a fundraising through the issuance of Class A Common Stock, (iv) expand upon the description of Achari’s Authorized and Outstanding Stock after the transaction (we note that we do not believe that we have tied the conversion feature of the shares of Class B Common Stock to a time when there are no longer any Achari Put Shares outstanding as the shares of Class B Common Stock, if any are ever issued, may be converted at the holder’s discretion anytime prior to the mandatory conversion date which…

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 79 and 105 of the Information Statement accordingly.

The Administrator will begin to charge the Fund these expenses upon the Fund commencing investment operations. No amounts were charged to the Fund by the Administrator as of December 31, 2023 or for the period then ended because the Fund had not yet commenced investment operations. As a result, the Fund did not recognize an expense on the consolidated statement of operations related to the Administration Agreement. Because no amounts were recorded as an expense, the Fund did not have a corresponding expense offset.

As described in the Organization and Offering Costs section of Note 2 to the consolidated financial statements, there is a 0.15% cap on organization and offering costs. The Expense Support line item of $325,000 on the consolidated statement of operations corresponds to the amount of organization and offering costs which the Fund incurred above this 0.15% cap. The amounts referenced in Note 3 to the consolidated financial statements, under the Expense Support Agreement, refer to amounts the Adviser elects to voluntarily pay on behalf of the Fund under the support agreement. As of December 31, 2023 and for the period then ended, the Adviser had not provided any written commitments under the Expense Support Agreement. If the Adviser does provide a commitment to reimburse expense payments, an amount will be included within the Expense Support line of the consolidated statement of operations.

We respectfully advise the Staff that we have revised the disclosure on page 18 of the Form F-1 to include the risks of our reliance on related party transactions to conduct our business. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 34

We respectfully advise the Staff that we have revised the disclosure on page 41 of the Form F-1 to identify the related parties relevant to the disclosures, which reconciles with the Company’s disclosures under the Related Party Transactions section on page 80 of the Form F-1. We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal. Sincerely, /s/ Zhuo Wang Zhuo Wang Chairman

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will revise the applicable disclosure in future Exchange Act filings to clarify that the Note and Second Note described relate to the “Convertible promissory note – related party” line item. The following is illustrative of the proposed changes to the disclosure that the Company will incorporate into future Exchange Act filings, as applicable (underlined language indicates new disclosure): The Note and Second Note are reported at cost in the consolidated financial statements as the fair value adjustment associated with the conversion is deemed to be immaterial. As of December 31, 2023 and 2022, the outstanding balance on the Note and Second Note is $1,000,000 and is reported as convertible promissory note – related party on the accompanying balance sheets. 6 Subscription Agreements, page F-37

Bullet 1 – The Company did not have funding needs nor was there a lack of funding. That was not the business purpose of entering into the agreement with ALT nor did it provide additional liquidity to the Company. The ALT structure afforded Sera Labs logistical flexibility in payment processing to pay its vendors in a timelier manner as required by such vendors (i.e., weekly as is the industry standard for the direct-to-consumer sales channel) than the corporate department could. Bullet 2 – The Distribution Services Agreement with ALT does not contain any specific terms granting access or otherwise authorizing the Company’s employees to use the ALT bank account. Rather, the authorization was granted extemporaneously by the chief executive office of the Company who is the beneficial owner of ALT in order to help facilitate the administration of the agreement. Bullet

In response to the SEC's comments, we provide the following revised disclosures to more accurately reflect the nature of our transactions with ALT and the use of ALT's bank account, as well as the implications for our internal control over financial reporting (ICFR) and disclosure controls and procedures (DCP). Revised Related Party Transactions Disclosure: The contractual arrangement with ALT involves the commingling of the Company’s funds with those of ALT, wherein ALT's fees for services provided were held within the same ALT bank account as the revenue from the sale of the Sera Labs products. This commingling resulted from the operational practices under our distribution services agreement with ALT, whereby ALT was responsible for collecting sales proceeds, deducting its service fee of 5% of the net proceeds, as defined, and remitting the balance to the Company. This practice was…

Bullet 1 - Please refer to Bullet 1 in Comment 5 above. 9 Bullet 2 - Please refer to Bullet 2 in Comment 5 above. Bullet 3 – The agreement was attached as Exhibit 1 to our February 16, 2024 response to the initial November 17, 2023 SEC comment letter. The disclosures related to the agreement will be revised as indicated in this and the previous response and the agreement will be included as an exhibit in the Company’s next regular filing with the SEC. Note 22. Discontinued Operations, page F-45

Revised Disclosure in the Evaluation of Disclosure Controls and Procedures on page 45 is as follows: In accordance with Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934 (the "Exchange Act"), our company has established and maintains Disclosure Controls and Procedures (DCP). These controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the specified time periods and that such information is communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. 10 As part of our ongoing commitment to uphold the integrity and accuracy of our financial reporting, we continually assess the effectiveness of our DCP. This assessment…

The Certain Relationships and Related Party Transactions section, on page 46 of the Offering Circular, has been revised to reflect the common management and ownership of the Company, WFI and the subsidiaries. Signatures, page 56

We do not believe that Worthy Wealth and Worthy Financial are entities under common control. Our determination is based upon the following analysis: Guidance: ASC 805 Business Combinations PWC Guide - Chapter 7: Common control transactions Publication date: 28 Feb 2023 US Business combinations guide PWC Guide - 26.5 Common related party transactions Publication date: 28 Feb 2022 US Financial statement presentation guide 26.5 26.5.11 Common control transactions Some related party transactions involve transactions between entities under common control, such as a transfer of a business or a combination of businesses. These transactions could result in a change in the reporting entity. For more on the presentation and disclosure requirements associated with a change in reporting entity, refer to FSP 30 . See BCG 7 for details on assessing whether common control exists and for additional…

We have filed the Securities Purchase Agreement as Exhibit 1.5 to Amendment No. 2 to Form 1-A. Sincerely, Frank Borger Gilligan cc: Sally Outlaw, President, CEO, Director – Worthy Wealth, Inc. Alan Jacobs, Ex. Vice President, COO, CFO, Director – Worthy Wealth, Inc. Jungkun Centofanti, Sr. Vice President, CAO, Secretary –Worthy Wealth, Inc. Christopher Carter, Director –Worthy Wealth, Inc. John Crittenden, Director – Worthy Wealth, Inc. Clint Gage, Member –Dickinson Wright, PLLC FBG

We have incorporated this disclosure into the introductory section of the rider disclosures. Appendix D (p. 32)

We respectfully advise the Staff that we have revised page Alt-2 of the registration statement to disclose that Zhang Fan (“Ms. Zhang”) transferred 1,631,700 Class A Ordinary Shares of the Company (the “Shares”) to the Resale Shareholder, V Capital Consulting Limited (“VCC”) on November 9, 2023, pursuant to a consulting agreement between Zhang Fan and the Resale Shareholder, dated December 1, 2022 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Ms. Zhang shall pay VCC 4.9% of the Company’s total outstanding listing shares from her own holding. The Resale Shares were not given a finite value at the time of the Consulting Agreement and are subject to the Company’s market capitalization and/or share price at such time that VCC sells its shares. Prior to the transfer of Shares, which was used as consideration to VCC, Zhang Fan held 14,455,330 Class A Ordinary Shares,…

The excess of the fair value of such Founder Shares is determined to be a cost of completing the Business Combination and a capital contribution from a related party under SAB Topic 5T. Due to the change in accounting treatment for such Agreement, we will consider the restatement of financial statements under ASC 250 and will amend Form 10-Qs to reflect the correction, if appropriate. Note 7. Shareholder’s Equity Warrants, page F-22