Related party transactions

6. Based on your related party disclosures on pages 244 and F-93, it appears that xAI made purchases in excess of $250 million from Tesla during the month of April 2026. If true, please revise to disclose the nature of these related party purchases.

20. We note your response to prior comment 38 and your disclosure beginning on page F-56. Please revise to disclose the amount of related party property, plant, and equipment purchases on the face of your cash flow statements for all periods presented.

7. Disclose quantitative information for the VIE including revenue; net income; operating, investing, and financing cash flows; and the carrying amount and classification of the VIE’s assets and liabilities, including intercompany payables. Material related party transactions of the VIE should be presented separately. Refer to paragraphs 5A.d., 2AA.d., and 3.bb of ASC 810-10-50.

5. Please revise the actual column of your Capitalization table to include the Related Party long-term debt recognized on your balance sheet as of September 30, 2025, or explain to us why you do not believe such presentation is required. Also, please revise your disclosure in footnote (1) to provide more detail of the terms and maturity of the new Credit Agreement transaction that occurred in November 2025.

13. Please revise to quantify the amount of each related party’s interest in this transaction, including accrued dividends and number of shares to be received.

6. Disclosure in “Note 3 — Agreements and Related Party Transactions — Administration Agreement” on pages 187 – 188 states, “The Administrator has elected to forgo any reimbursement for rent and other occupancy costs for the years ended December 31, 2023, 2022 and 2021.” Disclosure in “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Components of Our Results of Operations — Expenses” on page 119 states, “However, the Administrator may seek reimbursement for such costs in future periods.” Please supplementally confirm if the referenced costs are included in the Statement of Operations and, if so, which line item they are included in, the amount of such costs and if there is any carry forward recoupment and the related amounts of such recoupment.

Comment 2 – Form N-CSR – Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies. – Notes to Financial Statements – Note 6. Other Related Party Transactions Please supplementally disclose whether the Adviser is current on all payments to the Funds’ service providers. Please describe if the agreement filed with the Commission contains provisions whereby the Funds are contractually obligated to pay such services.

3. We note your disclosure that you provide title insurance for real estate based cryptocurrency issued by a related party. Please clarify what revenues, if any, you have derived from this business. Describe any liability that you assume in favor of the related party, or the purchasers of the cryptocurrency, based on your title work. In addition, given that the agreement is with a related party, please make that clear here and add a related party transactions section describing this transaction.

12. Please revise to include the related party transaction disclosed on pages F-23 and F-26, or advise.

2. Properties, page 27 2. You disclose the two Merrimack leases with a related party have expired and you continue to occupy the facilities. You state you continue to pay rent and other associated costs for the facilities. Please tell us whether you continue to record these facilities as leases in your financial statements and disclose your intention to enter into new leases for them. Also, tell us where cash paid for these facilities is reported, similar to amounts reported in note 7 for cash paid in the measurement of lease liabilities and capitalized leases. Further, tell us whether amounts for these facilities are reflected in the schedule of future lease payments and the ROU asset/lease liability balances in note 7. We confirm for the Staff that the Company continues to pay rent and associated costs for the two Merrimack, New Hampshire facilities for which the written lease…

Comment : The Staff acknowledges that the Company’s financial statements are as of a date prior to the Company’s election to be regulated as a BDC. Please confirm that, on a prospective basis, financial statements will be provided in accordance with Regulation S-X and that Notes to Financial Statements will include all applicable definitions (e.g., cash and cash equivalents, related party transactions).

1. Please disclose the name of the controlling stockholder that will initially own approximately 62.5% of Workhorse. Also, revise the last paragraph on page 54 to disclose the name of the controlling stockholder. In addition, revise the Certain Relationships and Related Party Transactions section beginning on page 190 to disclose the name of the controlling stockholder.

18. We note your disclosure regarding the Company's reliance on the personal financial support of the Chief Executive Officer, who has provided all funding to date. We also note on page 52 you state that the financial support is provided through Malbrite Ltd. , a Company owned by Jack Kaye. • Please reconcile and expand your disclosures to provide information on material terms of any agreement between the Company and the provider of financial support. • We note that Malbrite Ltd. is not listed as an affiliate shareholder on page 52, so it is not clear how the Company is settling any liabilities from the financial support it receives. Please include Malbrite Ltd in the listing of affiliate shareholders if necessary. Refer to Item 404 of Regulation S -K and Item 7. B of Form 20-F. • As a related matter, tell us your consideration to report the advances from related parties as operating…

44. Please revise to disclose each of the related party transactions between Jack Kaye and Davion Healthcare, including the material terms of any agreements with Jack Kaye, and the amounts provided to the company pursuant to these transactions since the beginning of the preceding three financial years. File any such agreements as exhibits to your registration statement. Please also revise this section to include the disclosures required by Item 7. B. of Form 20-F for each of the related party transactions discussed on F-21.

1. While you state here that the company may sell “up to $1 billion of its Ordinary Shares” to Bitcoin Strategic under the SEPA, your current report on Form 6-K filed June 4, 2025 and the preambles of the SEPA filed as Exhibit 99.8 refer to sale of “up to $500 million” of ordinary shares. Please clarify so that investors understand the full extent of amounts that may be used for the purchase of bitcoin. Additionally, in the context of expanded disclosure regarding the development and specifics of your et treasury strategy, please disclose more prominently that the controlling person of Bitcoin Strategic, Stephen Drew, is a related party. Disclose whether there are any affiliations between the selling shareholders in the offering and the company, the SEPA investor, or any other third parties involved in your bitcoin treasury strategy.

2. Please address the following comments related to your results of operations disclosure, referencing instructions under Item 5.A of Form 20-F: ● We note your discussion of revenue for the periods presented. Please revise to discuss any changes in significant underlying components, such as changes in price, volume, or mix, to help investors better understand the drivers of revenue performance. ● We also note your disclosure that general and administrative expenses related to related parties increased significantly year over year, and that $1.3 million of the increase was attributable to a discretionary bonus. Please revise to further quantify and describe the remaining material components of the increase, including the nature of the related party transactions.

4. We note your response to prior comments 4 and 15 and reissue in part. Please revise to identify the “common ultimate holding company” and include it on your organizational chart. We note that you refer to Monkey Tree as your ultimate holding company on page 3. However, your response indicates that Monkey Tree HK, Panda Garden Language Learning Ltd., and Canadian Bookstore Ltd. are related companies with “the common ultimate holding company of the Company.” Please revise here to clearly state the nature of the relationship between Monkey Tree Investment Limited and each of the entities listed as related parties. Further, please revise your organizational chart, and throughout, to clearly reflect the relationship between Monkey Tree and Monkey Tree HK.

1. Please generally update your related party transactions disclosure as required by Item 7.B of Form 20-F. In this regard, we note that transactions and balances due to and from related parties are disclosed only up to and as of December 31, 2024, whereas Item 7.B requires disclosure of transactions "up to the date of the document." In revising, please ensure that any outstanding related party balances, such as the amount due to Fufei Lin related to "loan made...with no interest," are disclosed as of the latest practicable date.

2. We note you continue to: • show in numerous places the inception date as other than March 28, 2024, e.g. (though not limited to), pages 5, 6, 18 and 26, and the headers to the financial statements on pages F-3 through 5 and F-11. • characterize in various places the issuance of the initial 5,473,000 shares of your common stock for other than $473 cash and a subscription receivable of $5,000,000, e.g. (though not limited to), page 26, the related party transaction note on pages F-8 and 14 and the financing section in the annual statement of cash flows on page F-5. Please revise as appropriate for consistency throughout your filing.

1. Please provide us with a detailed legal analysis as to why the resale transaction contemplated by the registration statement should not be categorized as an indirect primary offering. In this regard, we note that: ● the Private Placement, under which the securities subject to resale and related transactions were issued and sold to the selling stockholders, closed on July 25, 2025; ● you are registering for resale of up to 92,045,975 shares of common stock, while you only had 14,608,988 shares of common stock outstanding, the majority of which are owned by directors, officers, and/or related parties, as of August 1, 2025; and ● one selling stockholder, American Ventures LLC, Series XVI AGH, holds up to 89,655,171 out of 92,045,975 of the shares being registered for resale. In your response, please also describe the relationship between the Company and American Ventures and whether…

1. Please revise your tabular presentation to address the following: ● Remove the inclusion of the cash and cash equivalents amounts from total capitalization. ● Include the $50,000 related party loan payable and include in total capitalization.

1. We note your response to prior comment 1 and reissue in part. We acknowledge the changes made to revise the definition of "TRA Parties." Please disclose which members of the management team, i.e. which directors and executive officers, will be parties to the TRA. Given the size of the expected payments, shareholders should clearly understand which directors and executive officers will be receiving such payments. Additionally, please revise the Tax Receivable Agreement discussion in the Certain Relationships and Related Party Transactions section on page 176 to specifically identify such directors and executive officers and provide the information required by Item 404(a) of Regulation S-K regarding their direct or indirect interests in the Tax Receivable Agreement and any associated payments.

18. We note from your disclosure on page F-20 that the cash flow activity related to the “Amount due from related party” and “Amount due to director” line items are nontrade in nature and unsecured, non-interest bearing and repayable on demand, and appear to be loans made/received. Please tell us your consideration of presenting these cash flows as investing activities pursuant to ASC 230-10-45-12a and 13a.

7. Please revise to also address the payment of $10,000 per month for office space, utilities and secretarial and administrative support. Please also revise the Related Party Transactions section on page 84 to address the $10,000 per month payment.

10. Please provide an itemized chronological schedule covering all SharonAI equity instruments issued since the beginning of fiscal 2024 through the date of your response. Please provide the following information separately for each equity issuance: ● the date of the transaction; ● the identity of the recipient, indicating if the recipient was a related party; ● nature and terms of the transactions; ● the number of shares issued; ● per share amount paid; ● management’s fair market value per share estimate and how the estimate was made and; ● an explanation of how the fair value of the preferred stock and common stock relate. Please reconcile each share issuance in your response to your Consolidated Statements of Changes in Stockholders’ Equity and cross reference such amounts to the disclosures throughout your filing.

20. You state that as at December 31, 2024, $722,989 (2023 – $523,757) is included in accounts payable and accrued liabilities. However, we note these amounts are separately presented in the balance sheet as due to related parties. Please revise to provide a description of these related party transactions and other related disclosures to comply with ASC paragraphs 850-10-50-1 through 50-4. Additionally, we note that under the section “Certain Relationships and Related Transactions” at page 66, you state that except for compensation arrangements there have been no related party transactions in your two most recently completed financial years. Please revise this section to provide information that is consistent with your financial statement disclosures.

4. Please further revise your disclosure to briefly describe in greater detail the ENJOYFOOTBALL (EJB) entity with which you have entered into an agreement to enroll players into the company’s training program (i.e., nature of business). Additionally, as applicable, pleases disclose whether EJB is a related party and, if so, revise your disclosure throughout the registration statement accordingly.

4. Please revise your Related Party Transactions disclosure to provide the information required by Item 7.B of Form 20-F as of the date of the prospectus. In this regard, your current disclosure only provides the information as of March 31, 2025. Please also update as necessary to reflect any developments since the last amendment.

3. We note your revised disclosure that you intend to use up to $4.05 million of the proceeds from this offering to fund research and development activities of your fully implantable system, general operational expenses, working capital, and other general corporate purposes. Please clarify the portion of the funds you intend to use for research and development, general operational expenses, working capital and general corporate purposes, respectively. Please also tell us why you are reserving up to $6.0 million to satisfy your Senior Secured Notes when you also disclose that the Senior Secured Notes have a total principal plus interest amount of approximately $5.4 million. As a related matter, please revise your disclosure to describe all of the working capital loans for which you are reserving $2.0 million in net proceeds, given that the working capital related party loans discussed on…

23. Please revise to also include tabular or some other illustrative format to disclose the various related party transactions listed here so that a potential investor can clearly understand each transaction and the appropriate related party. Please also revise to include a Question and Answer that discusses your related party transactions and the total amounts between parties.

3. We acknowledge your response to prior comment 9. We note the narrative outside the table on page 49 states that for purposes of presenting the maximum redemptions scenario, you have reduced your NTBV after this offering by $110 million because holders of up to 100% of the public shares may exercise their redemption rights. Please reconcile with the dilution table, which reflects the limitation under your amended and restated memorandum and articles of association that will prohibit redemptions in an amount that would cause your net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001. The Company respectfully advises the Staff that it has removed from its amended and restated memorandum and articles of association the prohibition against redemptions in an amount that would cause its net tangible assets to be less than $5,000,0001 and has…

2. In regard to the negative advance payable – related party of $7,691, which your disclosures on page 41 indicate are with respect to an excess of expenses paid by you that were incurred by Mr. Brooks, please address the following: · Please further expand your disclosures to address why your President would have been reimbursed amounts in excess of expenses incurred on behalf of the company as well as the terms associated with the repayment. · Please address what consideration was given to reflecting this as a receivable from a related party instead of as a liability. · Please confirm that all expenses incurred by your President on the company’s behalf have been reflected in your financial statements. Refer to SAB Topic 1:B.1. Company

4. We note your disclosures of transactions recognized in your financial statements related to Fluor, a related party. Please revise your financial statements in future annual and quarterly filings to state amounts of related party transactions on the face of your balance sheets, statements of operations, and statements of cash flows as required by Rule 4-08(k) of Regulation S-X.

5. We note your disclosure on page 29 that your sole director, Ms. Jianing Yang, advanced $5,455 to the Company, which is unsecured and non-interest bearing with repayable on demand. Please tell us of your consideration for classifying the amount due to related parties as cash flows from financing activity pursuant to ASC 230-10-45-14b and 15b.

2. We note that AMC entered into a subscription agreement with Kami pursuant to which Kami will purchase an aggregate of $5 million of shares of AMC common stock, with the sale of shares occurring on several mutually agreed upon dates prior to the consummation of the Merger. To the extent material, please revise the proxy statement/prospectus to (i) describe the material terms of the agreement (ii) ensure that any risks associated with the agreement are discussed and (iii) file the agreement as an exhibit to the registration statement. Please include enough information so public stockholders understand why the agreement was negotiated and entered into. In this regard, please also revise the Share Subscription section on page 191 as we note Kami is a related party to AMC.

13. We note that you include a line item for a prepaid expense from a related party and an amount due from a related party on your Combined Balance Sheets on page F-3. We note also that you list related party transactions on page F-21 that are not identified or discussed in this section. Please add disclosure regarding these related party transactions to this section, or advise.

20. We note in connection with a proposed business combination, a related party advanced $600,000 as a prepaid amount toward the purchase price. Please more fully disclose and discuss the significant terms of the proposed business combination and explain how you determined additional historical and pro forma financial statements are not required pursuant to Rules 8-04 and 8-05 of Regulation S-X. Please also more fully disclose and discuss the terms of the related party advance, including if and when it is required to be repaid and where and how it is recorded.

2. We note your response to our prior comment 1. Please update information in this section to include 2024 related party transactions listed on pages F-69 and F-70 or advise. In addition, disclose that you have included in this section all related party transactions for the last three fiscal years and up to the most recent date. Finally, identify each related party referenced in this section and explain how they are a related party.

2. We note your response to prior comment 16 and the removal of the supplemental disclosure of non-cash investing and financing activities for both the issuance of Class B ordinary shares, as well as promissory note - related party. Your amended disclosure now reflects that these activities represent the issuance of financial instruments in exchange for cash and not prepaid assets. Given your disclosure elsewhere indicating that your liquidity needs have been satisfied in part “through $25,000 paid by the sponsor[,]” tell us how you determined such activities are cash related activities within the statement of cash flows, rather than included in the supplemental disclosure only as non-cash financing activities consistent with ASC 230-10-45-1 and -50-4 guidance. Please advise and revise as necessary.

3. Please revise the “Amount due to related parties” figure on page 51 to agree with the amount presented on the balance sheet on page F-23.

Comment : Please define the term “Loss Recovery Account” in Note 4 under Related Party Transactions .

13. Please tell us why the disclosure in this section does not mention the Related Party Note Payable mentioned in Note 12 on page F-30.

3. For each related party loan, revise to also disclose the amount due to such related party as of the most recent practicable date. Refer to Item 7.B of Form 20-F.

1. Please update your registration statement throughout to provide disclosure as of a recent date. As examples only, we note that your beneficial ownership tables on pages 183 and 184 are as of January 4, 2024. Similarly, it appears that your related party transactions section has not been updated to include new related party transactions listed in Note 4 to the financial statements on page F-50.

3. We note your statement on page 35: “The convertible note to a related party was issued in February 2025 to BoltRock Holding LLC. The material terms of this convertible note, giving effect to the Reverse Stock Split are: (i) a 12-month maturity; (ii) 10% interest per annum, capitalized on the maturity date; (iii) conversion rights in the amount of the principal, divided by a fixed conversion rate of 2.40; and (iv) warrant coverage at the rate of 0.20834 shares of Common Stock for each dollar of principal, at an exercise price of $3.00 per share.” Please revise this disclosure concerning the material terms of the convertible note issued to BoltRock Holding LLC to disclose that the obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, BoltRock Holding LLC could proceed against the…

1. We note your response to prior comment 1, including that you do not have any distribution agreements with any of your suppliers, do not have any vendor agreements with binding terms regarding price, volume or exclusivity, and that your relationship with vendors is based “on history of having done business together” rather than formal written agreements or unwritten arrangements. Please revise your Risk Factors section accordingly to discuss the material risks presented by the nature of these arrangements described here and in your disclosure, including on page 2 under the subheading “Our Products and Suppliers.” As one example only, revise to address the risks to your business operations and financial results as a result of your lack of ability to enforce your vendor relationships or otherwise seek recourse, recover costs or seek damages should these relationships deteriorate given…

4. Please revise future filings to separately quantify the related party transactions on the face of all of your financial statements. Refer to Rule 4-08(k) of Regulation S-X. We also note that in 2024 you received technology license fees of RMB 59.4 million from Forseven Limited. Please tell us which line item includes these related fees in your consolidated statements of comprehensive loss and where this is disclosed within Footnote 26. Related Party Balances and Transactions pursuant to ASC 850-10-50-1.

13. We note your response to prior comment 25 and reissue the comment. We note the revised disclosure on page 19. Revise the background of the company to disclose the nature and the amount of debt owed to Mr. Brooks by Costas, Inc. and for what goods or services to further explain how Mr. Brooks came to control the company and be owed this significant debt. Please revise this section to further explain the nature of the debt. Refer to Item 7(a) of Form 1-A Please revise the related party transaction section to provide this additional information regarding the nature of the debt as well, as requested in our prior comment 25. e note your disclosure on page 19 in regard to the nature of the convertible promissory note the company issued to Mr. Brooks in 2021. Company

2. We note the revisions made here in response to prior comment 11. As previously requested, please further revise to summarize the material terms of your material agreements with these major suppliers. Additionally, please revise here and on page 58 to highlight that your main supplier, Shanghai Borui Finance Information Limited, is a related party and is an entity controlled by your CEO. Please also add a risk factor discussing any material risks to your company or its shareholders resulting from your main supplier being a related party and an entity controlled by your CEO.

4. Please explain to us your basis for classifying on your balance sheet the “Related party convertible notes payable at fair value” as a non-current liability as of December 31, 2024.

7. We note your response to prior comment 3 and reissue in part. Please quantify in your filing your expected sources and uses of cash for the next twelve months and the material terms of the financial support letter. Refer to Regulation S-K 303(b)(1)(ii). Please also revise your related party disclosures and provide the information required by ASC 850-10-50-1. Please file a copy of the financial support letter received January 25, 2025 as an exhibit to your 10-Q. Refer to Item 601(b)(10) of Regulation S-K.

7. Torticity, LLC (“Torticity”) – The Company owns a 4.7% interest in Torticity and a member of B. Riley’s management was also a member of the board of directors of Torticity during 2023. This created the related party relationship in 2023 and disclosure in Note 22. The member of B. Riley’s management was not an executive officer, director or significant stockholder of B. Riley during 2023. Executive officers of B. Riley own approximately 0.4% of the equity interests in Torticity at December 31, 2023. There were no transactions of the level of significance that would have required disclosure in Item 13. B. Riley Financial, Inc.| www.brileyfin.com | NASDAQ: RILY 6 Securities & Exchange Commission April 30, 2025 8. Kanaci Technologies, LLC (“Kanaci”) – The Company owned approximately 12.2% of the equity interests in Kanaci and a member of B. Riley’s management was also a member of the…

1. Please tell us the nature of the cash flows related to the “Due from related parties” line item. In addition, please tell us your consideration of presenting these cash flows as investing activities pursuant to ASC 230-10-45-12a.

19. We note your disclosure that you expect that the Combined Company's board of directors will determine that Peter Harwin is an independent director under Nasdaq listing rules. We further note your disclosure on page 344 that Peter Harwin co-founded and is a Managing Member at Fairmount. With a view toward disclosure, please tell us whether, and if so, how, you expect this relationship to impact the independence determination with respect to Peter Harwin, particularly considering Nasdaq Listing Rule 5605(a)(2)(D). In this regard, we note the related party disclosures regarding both Fairmount and Paragon. If Mr. Harwin would not be considered an independent director, given that each Preferred Director, including Mr. Harwin, will be entitled to three votes on each matter presented to the board of directors, please tell us whether the Combined Company would have a majority independent…

6. We note your response to prior comment 60. You state that Ants has planned to settle the outstanding other receivable owed to AMC by the end of 2029. Please further clarify the terms of the repayment for the “other receivable – related party” and when you expect to receive this balance. We note the balance sheet classifies “other receivable – related party, net” as current assets for the years ended December 31, 2023 and 2022. Please clarify whether the balances due from Ants of $582,325 and$1,553,396 for the years ended December 31, 2023 and 2022, respectively, are included in current assets and the rationale for this classification.

1. We note your disclosure here that certain of your preferred shares and related party loans will convert into shares of your common stock upon consummation of this IPO. We also note your revised disclosure on page 105 describing the conversion terms of your notes and loans. To provide investors with additional context related to potential dilution, please provide an estimate of the number of shares of common stock into which your preferred shares and related party loans will convert.

Comment : We note that on January 14, 2025, Musicow IP entered into an Asset Purchase Agreement with Brian Kennedy Seals pursuant to which Musicow IP agreed to purchase the underlying copyrights to “Mr. Know It All.” Subsequently on March 3, 2025, Musicow IP entered into a Royalty Sharing Agreement with the registrant’s Manager in which they agreed to assign Royalty Rights from “Mr. Know It All” to the Manager. Given the business plan of the registrant and the related party nature of these entities, it appears that the registrant’s operations may have commenced. Please provide a thorough analysis telling us why you have omitted certain financial statements required by Part F/S of Form 1-A.

33. Please disclose whether your Chief Executive Officer, Jaisim Shah, has any direct or indirect material interest in the Shah Assignment Agreement and, to the extent applicable, provide the information required by Item 404 of Regulation S-K in the section of the proxy statement/prospectus regarding certain relationships and related party transactions. Refer to Item 18(a)(7)(iii) of Form S-4.

3 . We note your revised disclosure noting that you source your machines from MedX and currently MedX is your sole supplier. Please clarify the legal entity you are referring to as MedX and explain the relationship between MedX and the Company, including if they are related parties. In this regard, we note that your President appears to have served as President and Director of “MedX Fit Tech Inc.” from 2022 to 2023.

4. Please revise footnote (1) to disclose the amount due to the related party as of a more recent date. Refer to Item 7(B) of Form 20-F. In this regard, we note that the information is dated and has only been provided as of October 31, 2024 and omits the information "up to the date of the document." Please revise as applicable.