Risk factors

4. In the Fund’s Principal Risk Factors section, in the “Emerging Markets Risk” disclosure, consider adding additional language addressing the increased potential for market manipulation. See ADI 2020-11 Registered Funds’ Risk Disclosure Regarding Investments in Emerging Markets.

4. In each Fund’s Principal Risk Factors disclosures, consider whether investing in convertible securities and securities that carry the right to buy common stocks (e.g., rights and warrants) should be disclosed as principal risk factors for these Funds.

4. We note that the Principal Risk Factors disclosures include risks that appear not to have corresponding principal investment strategy disclosures. For example, inflation protected debt, repurchase agreements, warrants and rights. Please either add appropriate disclosures to the investment strategy or remove the risk disclosures.

11. We note that the Principal Risk factors include Focused Investing Risk. To the extent the Fund will focus on any particular countries, regions, sectors, industries, etc., disclose that focus and the risks associated with that investment focus.

Comment 17 : The Staff notes that in Item 1A. Risk Factors, the Company discloses the use of valuations without adjustments, which appears to conflict with the requirements of Rule 2a-5(b) under the 1940 Act. The Staff previously commented on this disclosure. Please explain supplementally the basis for this statement or revise accordingly.

2. Please balance your prospectus summary with a discussion of the challenges your products face. For example, please discuss your dependence on one customer, which represented approximately 97% of your net sales of June 30, 2025. Please also address any related risks, including expanding the risk factor titled “We depend heavily on third-party retailers...,” and update your business section as appropriate.

5. We note disclosure elsewhere that a single customer accounted for 97% of your revenue in the six months ended June 30, 2025. Please revise to discuss any associated trends related to your dependence on this customer. Additionally revise your risk factor disclosure regarding customer concentration as appropriate to reflect the specific material risks relating to this customer, as well as your increased exposure to a single customer (compared with 95% and 90% in the fiscal year ended December 31, 2024 and 2023, respectively). Finally, please update the section titled “Customer Concentration and Diversification Progress” on page 49 to discuss your dependence on this customer.

10. Please revise to describe the names of principal suppliers. Refer to Item 101(h)(4)(v) of Regulation S-K. Further, please add risk factor disclosure relating to your dependence on a limited number of suppliers. In this regard, we note disclosure elsewhere that two suppliers and one supplier represented more than 10% of your total product purchases in the fiscal year ended December 31, 2024 and 2023, respectively. Update your business section as appropriate.

Comment 3 – Risk Factors – XRP is a relatively new technological innovation with a limited operating history, page 17 To provide context for this risk factor, please specifically state how long XRP has been traded, and how long it has been traded in the United States.

Comment 4 – Risk Factors – The significant holdings of XRP by Ripple Labs and other early stakeholders, page 18 Please revise this risk factor to discuss, to the extent material, any of the founders or early stakeholders who hold a significant stake in XRP, including, for example, Chris Larsen.

Comment 5 – Risk Factors – If a malicious actor obtains control of more than 80% of the validating nodes on the XRP Ledger, page 25 In this risk factor, or in an appropriate place, please address the April 2025 malware attack on the JavaScript library for the XRP Ledger.

Comment 8. On page 2, the staff notes principal risk factors, “Industry Concentration” and “Risks of Emphasizing a Sector or Industry.” Please identify the specific industry or sectors the Fund may concentrate in and include related disclosures in the principal investment strategies section. October 6, 2025 Page 4

Comment 15. On page 6, the staff notes principal risk factors, “Concentration” (that the Fund may hold large positions in a “relatively limited number of issuers, investments or industries”) and “Risks of Emphasizing a Region, Sector or Industry.” Please identify the specific types of issuers, region, sector or industry that the Fund may concentrate/emphasize and update the principal investment strategy disclosure accordingly.

Comment 18. On pages 7-8, the staff notes the following principal risk factors with extensive discussions under each risk: “Risks Associated with China and Hong Kong,” “Risks Associated with Investing in Chinese Companies through Variable Interest Entities” and “Risks related to Variable Interest Entities.” To the extent investments in China (and through Variable Interest Entities) and Hong Kong are principal investment strategies of the Fund, please update the principal investment strategy disclosures accordingly.

Comment 24. On page 16, the staff notes the following principal risk factors: “FinTech Companies,” “Information Technology Sector” and “IT Services Industry.” Please clarify in the disclosure whether the companies described in each of these risk factors are part of the Financials and Financials-related companies that constitute the Fund’s 80% policy. If not, please include related disclosures in the investment strategy section

Comment 35. The staff notes the risk factor, “Special Situations” (page 37), that discusses equity swap transactions. Please confirm the accuracy of this heading. Please note there is a “Special Situations” risk under the Baron SMID Cap ETF (page 15) with a different disclosure describing events such as the development of new products, management change, acquisitions, etc.

Comment 3 – Risk Factors – Risks Associated with Dogecoin and the Dogecoin Blockchain – Dogecoin is a relatviely new technological innovation…, page 15 The Staff notes your response to prior Comment 4 that you have revised this risk factor to state that “Dogecoin began trading on major global cryptocurrency exchanges – including US exchanges – in December 2013,” but it does not appear that the risk factor has been revised. Please revise to specifically state how long Dogecoin has been traded and how long it has been traded in the United States.

2. We note that you are an emerging growth company and a smaller reporting company. Please revise your risk factor to disclose that even if you no longer qualify as an emerging growth company, you may still be subject to reduced reporting requirements so long as you are a smaller reporting company.

4. We note discussion of “AI-driven systems” and your intention to enter the Artificial Intelligence of Things (AIoT) market segment. Please indicate the products incorporating each technology in your pipeline and the stage of development of each technology. With respect to artificial intelligence, please indicate if your algorithms are proprietary or opensource, and update you risk factors to reflect the relevant risks.

1. Please update your disclosure to discuss the letter you received on May 6, 2024 from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq listing rule 5550(b)(2). We note your Form 8-K filed May 8, 2024 in this regard. Please also include related risk factor disclosure. Company

2. We note your revisions in response prior comment 4. Please make sure your revisions are consistent throughout your filing. For instance, risk factor disclosure at page 21 refers to an extension date of April 30, 2024, while disclosure elsewhere refers to May 31, 2024. Please also continue to update your disclosure regarding any further extensions throughout the pendency of the filing review. Company

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

4. You disclose here that many of your officers and directors, and some of the experts named in this prospectus, are residents of PRC or elsewhere outside of the U.S., and all of our assets and the assets of such persons are located outside the U.S. and as a result, it may be difficult for investors in the U.S. to effect service of process within the U.S. upon such directors, officers and representatives of experts who are not residents of the U.S. or to enforce against them judgments of a U.S. court predicated solely upon civil liability under U.S. federal securities laws or the securities laws of any state within the U.S. Please revise to clarify if you have any officers or directors in the U.S. Additionally, please revise to include a risk factor addressing the difficulty of bringing actions against these individuals and enforcing judgments against them.

4. We note your disclosure on page 283 that Mr. Hwang will control 50.2% of the post- combination company assuming no redemptions, or 58.5% of the post-combination company assuming maximum redemptions. Please disclose on the cover page and in the prospectus summary whether you will be a “controlled company” as defined under the relevant listing rules and, if so, whether you intend to rely on any exemptions as a controlled company. If applicable, please include risk factor disclosure that discusses the effect, risks and uncertainties of being designated a controlled company, including but not limited to, the result that you may not elect to comply with certain corporate governance requirements. Please also revise your cover page to disclose Mr. Hwang’s ownership in the post-combination company.

12. Please revise to note which conditions to closing are waivable. Please also revise your risk factor disclosure to include a discussion of the risks related to the potential waiver of the relevant conditions, and disclose how you will inform investors if and when material conditions are waived.

15. Please avoid presenting risks that could apply to any issuer in your industry, do not reflect your current operations, are not material, or are generic, boilerplate disclosures. Rather, tailor each risk factor to your specific facts and circumstances. To the extent that a risk is not material to you or your investors, consider whether you need to include it.

16. We note your disclosure that in connection with the Business Combination, holders of BLAC’s common stock issued prior to the BLAC IPO and in the private placement have agreed to vote their shares in favor of the Business Combination. Please revise this risk factor to disclose these holders, including the Sponsor. Please also disclose whether these shareholders received any compensation for their agreement to vote their shares in favor of the Business Combination. Make conforming changes throughout your filing, including to your “Vote of Initial Stockholder” disclosure on page 125.

19. We note your disclosure that because you may be considered a foreign person under CFIUS regulations, the proposed business combination may fall within the scope of a covered transaction and be subject to CFIUS review jurisdiction. Please revise your cover page and disclosure throughout the registration statement to note that the transaction may be subject to CFIUS review because BLAC’s sponsor is controlled by and has substantial ties with non-U.S. persons. Please also reconcile your disclosure in this risk factor with your disclosure on page 38 stating that “[n]one of BLAC and OSR Holdings is aware of any material regulatory approvals or actions that are required for completion of the Business Combination.”

21. Please revise your risk factor to provide a more detailed discussion of OSR’s financial position and related risks to investors. In your discussion quantify the company’s net losses and accumulated deficit for the financial periods presented in the filing.

23. Please revise this risk factor to note where your operations are located and whether there is a concentration risk regarding natural disasters.

24. Please revise your risk factor disclosure to clarify whether you expect to be deemed as having a “place of effective management” and “permanent establishment” in Korea.

26. We note your disclosure that the “United States has recently enacted and implemented wide-ranging patent reform legislation.” Please revise your risk factor to briefly discuss these reforms.

39. We note your disclosure on page 150 that “[o]n December 12, 2023, OSR Holdings and LBV executed a binding term sheet for OSR Holdings’ acquisition of LBV.” Please revise to disclose the material terms included in the binding term sheet. Please also disclose any material changes in the binding term sheet compared to the Non-Binding LOI entered into between OSR Holdings and LBV on July 7, 2023, and discuss the negotiations of the parties related to these material changes, including the positions of each party and how they arrived at final terms. Finally, please revise your disclosure to clarify whether the acquisition of LBV is a condition to closing of the Business Combination. Revise to include risk factor disclosure, as appropriate, describing any risks related to this acquisition not closing.

4. The Staff notes the risk factor “[t]he Trust invests in securities issued by mid-capitalization companies and certain ETFs held by the trust may invest in securities issued by small-capitalization and/or mid-capitalization companies” in the Principal Risks section. However, the Principal Investment Strategy section states that the trust may invest in large-, mid-, and small-capitalization companies. Please reconcile. Please also describe the differences with respect to mid- and small-capitalization companies.

3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.” There are relevant laws and regulations in Hong Kong regarding data security, such as the Personal Data (Privacy) Ordinance and the Unsolicited Electronic Messages Ordinance, which impose obligations regarding the collection and handling of personal data in Hong Kong. As of the date of this annual report, our business operations in Hong Kong comply with such laws and regulations. However, if new laws or regulations related to data security in Hong Kong are enacted or promulgated in the future, or the scope of our business operations in Hong Kong changes in the future, such new laws and regulations may have a material impact on our business in Hong Kong. Our business operations in Hong Kong are also subject to the Competition Ordinance in Hong Kong, which prohibits anti-competitive agreements, abuse of market…

5. Please amend your disclosure here and in the summary risk factors and risk factors sections to state that, to the extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you and your subsidiaries by the PRC government to transfer cash or assets. Please also include this disclosure in Item 5. Operating and Financial Review and Prospects.

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

1. Please provide a discussion of the material factors that make an investment in the registrant or offering speculative or risky, and concisely explain how each risk affects the registrant or the securities being offered. Alternatively, provide an analysis as to why you believe risk factor disclosure is not necessary in the Form S-3 at this time. Refer to Item 3 to Form S-3 and Item 105 of Regulation S-K. Company

6. We note your response to prior comment 4 and we reissue such comment in part. Please revise this risk factor to disclose all material risks related to your negotiations with the Bureau of Land Management to determine the royalty rate at which the Company will compensate the BLM for helium produced on the BLM’s federal land.

7. We note your response to prior comment 16 and reissue such comment. Please ensure that your descriptions of the exclusive forum provisions in your current charter and your proposed amended charter are consistent with the provisions contained in your current charter and your proposed amended charter, respectively. For example, the exclusive forum provision set forth in Article Eighth of your proposed amended charter selects the exclusive forum for certain “claims or causes of action under the Delaware statutory or common law” but this is not clear in your description of the provision in this risk factor. As another example, we note that your disclosure on page 181 regarding the exclusive forum provisions in your current charter and your proposed amended charter does not include a complete description of the courts selected in such provisions.

25. Please revise to disclose the term and termination provisions for the Contract for Sale and Purchase of Liquid Helium filed as Exhibit 10.14, the Helium Tolling Agreement filed as Exhibit 10.16, and the Gaseous Helium Sales Agreement filed as Exhibit 10.17. For example, we note the provisions in each agreement providing for early termination by the counterparty in the event of a delayed commencement date. In addition, please include related risk factor disclosure, or tell us why such provisions do not present a material risk.

6. We note you included a new summary risk factor relating to your payroll tax liability of approximately $5.4 million but you do not explain this risk within the Risk Factors section. Please revise your disclosure to discuss this risk related to ScanTech, to include any material consequences for or impacts on the Company and any material steps taken to mitigate these risks or consequences.

7. We note your revised disclosure in this risk factor that "Even without any additional redemptions in connection with the Business Combination, unless Mars or ScanTech raise additional capital, the Business Combination would result in proceeds significantly less than the amount assumed by the ScanTech when preparing the projections." Given this disclosure, please clarify whether and to what extent management considered obtaining revised projections and a revised fairness opinion. As a related matter, where you discuss sources and uses of funds in your summary on page 43, it appears that your estimate for sources of cash is based on your projections. Please revise your sources and uses disclosure on page 43 to include an estimate of the sources and uses of funding after the business combination as of a recently practicable date, including not only the Trust Account, but other sources…

2. Please add risk factor disclosure addressing the lack of a market for your units, Class A common stock, and warrants, and revise throughout your offering circular as appropriate to clarify, if true, that your securities will be illiquid.

1. We note your response to prior comment 3, including your proposed revised summary of risk factors disclosure. In the forepart of the business section, after the paragraph where you state that you and your subsidiaries do not have material contractual arrangements with one or more VIEs based in China, please provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to…

3. We note the revisions to the risk factor on page 68 regarding the use of contractual arrangements in the acquisition of a target business. Please clarify the difference between the risk you are describing here of contractual arrangements and that of the use of a variable interest entity. Such disclosure is currently unclear, especially in light of the disclosure in the risk factor of the prohibitions of foreign ownership in certain industries and the use of contractual arrangements to comply with such requirements.

3. With respect to the Funds selected for investment by the Trust that are advised by affiliates of the Trust’s Sponsor, consider whether a separate risk factor should be included.

2. The Staff notes that distressed debt securities is a principal risk factor. If investment in distressed municipal bonds is a principal investment for the Trust, please add appropriate disclosure.

2. In reference to the Company’s response to Comment 26 in the correspondence filed on May 9, 2024, the staff notes that, to the extent that advisory fee deductions are not taken through the systematic withdrawal program, such withdrawals are subject to Withdrawal Charges and MVAs (as well as Strategy Interim Values), as they would be deducted first from the Fixed and Indexed Strategies before the PCA. As such, please include more disclosure encouraging investors subject to advisory fees to sign-up for the systematic withdrawal program and cautioning them against taking advisory fees outside of that program. In this regard, the staff has the following three suggestions: (i) Throughout the prospectus, where there is disclosure regarding the Contract not being appropriate in certain circumstances, add disclosure indicating that the Contract is not appropriate for investors who plan to…

3. We note your response to prior comment 6. Please note your obligations under Rule 252(a) of Regulation A, including Item 14, paragraph (b)(1) of Part II of Form 1-A. Further, please note that there is no ability to forward incorporate information from a Form 1-U to an offering statement on Form 1-A, and that the obligation to file a 1-U is a separate filing obligation than your filing obligations under Rule 252(f)(2)(ii) and Rule 253(g) of Regulation A. Please confirm you will ensure that any changes to the terms of your securities are appropriately reflected in your filings in compliance with Regulation A. In addition, please revise your risk factor disclosure to address the risks relating to the failure to file such amendments or supplements when required.

5. Please further revise this risk factor to identify clearly the target company which has filed a post-qualification amendment to Form 1-A after 12 months from its qualification date. Also, revise to disclose the total number and value of securities sold on or after October 31, 2023, the date when your financial statements became stale.

1. To the extent the audit working papers of your financial statements for any of the years included in the registration statement are located in China, please revise your cover page, prospectus summary, and risk factors disclosures, as appropriate, to so state. For example, we note that in your prior amendment you included cover page, prospectus summary, and risk factors disclosures regarding the location of the audit working papers of your financial statements for the year ended December 31, 2022. However, such disclosures have been removed from your current amendment. Additionally, we note that in your current amendment you include cover page, prospectus summary, and risk factors disclosures either suggesting or indicating that the audit working papers of your financial statements for the year ended December 31, 2023 are located in China. However, Audit Alliance, LLP does not appear…

3. Please update the risk factors cross-reference in the third paragraph of page 16, as we are unable to located the referenced risk factor in the prospectus.

7. With respect to disclosure in the Risk Factors section under the sub-sections titled “Risks Related to Our Business and Structure—Our Board of Trustees may change our operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to our results of operations and financial condition,” please confirm whether changes to the Fund’s policy of investing at least 80% of its total assets in private credit investments is subject to shareholder approval.

8. With respect to disclosure in the Risk Factors section under the sub-sections titled “ Risks Related to Our Investments—Risk Retention Vehicles, ” please provide an analysis and explain how the risk retention vehicles operate consistent with Sections 17 and 57 of the 1940 Act, Rule 17 under the 1940 Act and the Company ’ s exemptive order.

9. The Staff notes that disclosure in the Risk Factors section under the sub-sections titled “ Risks Related to the Adviser and Its Affiliates—There may be conflicts of interest related to obligations that the Adviser ’ s senior management and Investment Team have to Other Clients ” states: “ These activities could be viewed as creating a conflict of interest in that the time and effort of the members of the Adviser , its affiliates and their officers and employees will not be devoted exclusively to our business, but will be allocated between us and such other business activities of the Adviser and its affiliates in a manner that the Adviser deems necessary and appropriate. ” Please add to the end of the foregoing sentence “ consistent with its fiduciary duties and the 1940 Act and the rules promulgated thereunder. ” 1 Blackstone / GSO Floating Rate Enhanced Income Fund et al.…

Comments 1. With respect to disclosure in the “Risk Factors” section, under the sub-section titled, “Risks Related to Our Investments – Risk Retention Vehicles,” a. Please explain how affiliated Risk Retention Vehicles co-invest with the Fund pursuant to the Fund’s co-investment exemptive relief.

56. We further note your revised disclosure that Digital Ally will own approximately “47.6% of the Combined Company after the contemplated Digital Ally Distribution, which is distributed concurrently with the Closing.” Such disclosure indicates that stock ownership in you will continue to be concentrated following the Closing. In an appropriate place in your Risk Factors, please revise to discuss that Digital Ally will significantly influence matters requiring stockholder approvals and acknowledge the associated risks.

3. In your Form S-1 (File No. 333-275209) you revised your disclosure to provide a more robust risk factor quantifying the potential dilution that could occur to public stockholders following the conversion of the Series A Convertible Preferred and the Class B common stock. Please provide similar disclosure in this filing.

10. We note your disclosure that the Mergers, taken together, are intended to qualify for tax- deferred treatment under Section 351(a) of the Code. Please revise your disclosure here and throughout, including in the section beginning on page 210, to provide counsel’s firm opinion for each material tax consequence, including whether the Mergers will qualify as an integrated transaction, or explains why such opinion cannot be given. Please also clearly disclose that this is the opinion of tax counsel and identify counsel. If the opinion is subject to uncertainty, please provide disclosure that reflects the degree of uncertainty (e.g., “should” or “more likely than not”) and explains the facts or circumstances giving rise to the uncertainty, and provide disclosure of the possible alternative tax consequences including risk factor and/or other appropriate disclosure setting forth the risks…