Going concern

3. You state on page 31, that “the company’s roadmap includes expansion into Canada, Mexico and select European countries." We also note you are a development-stage enterprise that has limited working capital and received a going concern opinion. Please revise your disclosure to provide a reasonable basis for your planned expansion or revise to clarify the scope of your plans including timeframes.

2. Please amend to have your auditors revise the first paragraph of their report to include the consolidated statement of profit or loss when they identify each financial statement and schedule that has been audited, as required by PCAOB Auditing Standard (AS) 3101.08.b. Also revise the second paragraph to disclose that all these factors raise “substantial doubt” about the company’s ability to continue as a going concern, as required by paragraph 18.a. of the Auditing Standard. You may also refer to PCAOB AS 2415.12 through 2415.13.

3. Please include a risk factor to highlight the risk related to the registrant’s ability to continue as a going concern. In this regard, we note the disclosure on pages 50 and F-33. COMPANY

2. Report of the Independent Registered Public Accounting Firm 2. We note the auditors’ report includes some, but not all, disclosures required in a going concern paragraph and also includes additional disclosures such as “If the Company is unable to raise sufficient funding, it may struggle to reach its future obligations” and “the Company has determined that these factors raise substantial doubt.” Please be advised that PCAOB Auditing Standard 2415 states the auditor has a responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for a reasonable period of time, not to exceed one year beyond the date of the financial statements being audited. If your auditor concluded, after considering identified conditions and events and management’s plans, there is substantial doubt about your ability to continue as a going concern for a…

3. Reference is made to the consent from your independent auditors filed as Exhibit 23.1 where such consent indicates the independent audit report contains a going concern explanatory paragraph. We noted no going concern paragraph within the audit report presented on page F-2. Please clarify or revise accordingly.

2. Liquidity and Going Concern, page F-17 2. Please provide us with an analysis supporting your accounting for the FSF Commitment Side Letter and related Satisfaction Agreement. As part of this analysis, please provide us with illustrative journal entries depicting your accounting for the following: • Receipt of FSF Deposit from FSF Lender • Issuance of warrants to FSF Lender • Satisfaction of Deposit via delivery of product to Endeavor

9. We note your disclosure that you have access to sponsor funds, and the sponsor has the financial wherewithal to provide you such funds that are sufficient to fund your working capital needs until one year from the issuance of your financial statements. However we note that your independent registered public accounting firm has provided an explanatory paragraph highlighting conditions that raise substantial doubt about your ability to continue as a going concern. Please revise your disclosure or have your auditor address how different conclusions were reached regarding management’s plans to alleviate the substantial doubt about your ability to continue as a going concern; refer to ASC 205-40-50-12c.

2. We note that on pages 20 and 21 you provide a list of issues that you state must be addressed, as you continue to execute on the Omni integration, in order to realize the anticipated benefits of the acquisition, including the anticipated cost and revenue synergy opportunities. Please expand your disclosure in MD&A as necessary to address these issues including any related uncertainties and to provide insight on any progress and ongoing concerns that are reasonably likely to have material effects. Please describe any changes in circumstances that have occurred since your initial disclosures regarding the anticipated benefits of the merger that you believe are reasonably likely to cause a material adverse change in the expectations that were conveyed, along with the reasons for your assessments in this regard.

9. We note your disclosure on page 94 that the factors discussed in this section raise substantial doubt about your ability to continue as a going concern. We also note your expert disclosure on page 186, which states that your independent registered public accounting firm’s report contains an explanatory paragraph expressing substantial doubt about your ability to continue as a going concern, as described in Note 1 to the financial statement. We are unable to locate this disclosure in Note 1. Please reconcile the referenced disclosures with the accountants’ report on page F-2, which does not contain such an explanatory paragraph, and with the disclosure on page F-9, which appears to indicate that the substantial doubt about your ability to continue as a going concern has been mitigated.

2. Please revise to prominently disclose for investors that you have conducted minimal operations and generated minimal revenue, that there is substantial doubt about your ability to continue as a going concern, and that you incurred a net loss from inception through March 31, 2025.

8. We note you disclose on page 56 that your current working capital is sufficient for your present requirements. We also note your disclosure on page 11 related to substantial doubt about your ability to continue as a going concern, and that your balance sheet reflects a working capital deficit. Please revise your disclosure to remove inconsistencies.

10. We note your disclosure on page 11 that your independent registered public accounting firm included an explanatory paragraph concerning substantial doubt about your ability to continue as a going concern in its report of your financial statements for the years ended December 31, 2024 and 2023. Please have your auditor revise its report to comply with paragraph 12 of AS 2415.

Comment . We note you provided annual financial statements for the years ended December 31, 2024 and 2023. However, you did not provide a discussion and analysis of the results of operations or liquidity and capital resources, including going concern matters, for those years. Please advise or revise your disclosures accordingly. Refer to Instruction 6 to Item 5 of Form 20-F.

5. We note that your auditor has expressed substantial doubt about your ability to continue as a going concern. Please add a risk factor describing the potential effect that this conclusion may have on your ability to raise additional funds through equity or debt financing, as well as the potential terms of any such financings. In this regard, we note that under the terms of the Certificate of Designation for the Series H Convertible Preferred Stock, the Conversion Price may be impacted by the price at which you issue your securities in future financings.

7. Discuss supplementally the extent to which management discussed its plans, mitigation efforts and going concern disclosures in Note 10 to the financial statements included in the Annual Report with the Company’s Board of Directors and the Company’s auditor. Company

6. We note your disclosure herein identifying factors that raise substantial doubt about your ability to continue as a going concern. However, we note the disclosure in your audited notes to financial statements that while the Company does not have sufficient liquidity to meet its current obligations, management has determined it has access to funds from the sponsor to fund its working capital needs within one year after the date that the financial statements were issued. Please reconcile these statements, and advise or revise as necessary.

2. Please update this risk factor to include the corresponding October 31, 2024 financial statement measures. Also, please provide a separate risk factor that addresses your ability to continue as a going concern. In this regard, we note that your October 31, 2024 cash balance declined to S$231,655 and the operating cash flow deficit reported on page F-5 significantly worsened. Specifically explain how you plan to satisfy your cash obligations in the next twelve months given your material decline in revenue.

7. Please clarify why you expect that the net proceeds of the offering will eliminate substantial doubt about your ability to continue as a going concern. In this regard, the disclosure on page 19 states that you will not receive any proceeds from this offering.

4. As a related matter, please revise to explain how you determined that you had the ability to generate and obtain sufficient amounts of cash to meet your requirements and plans both in the short and long term. We note your disclosure on page 9 that you believe substantial doubt to continue as a going concern has been alleviated by your January 2025 Unit Purchase Agreement with Macquarie Asset Management. However, on page 27, you indicate that closing for this agreement is conditioned upon several items, including the execution of a lease with a hyperscaler. Please revise to clarify when closing of this agreement is expected to take place and how your ability to continue as a going concern will be impacted if you are unable to meet the closing conditions for this agreement.

8. We note your disclosure that you considered, among other things, “[y]our past and present financial performance” in determining the price of the shares of Series D Preferred Stock. Given your risk factor disclosure that “[your] future profitability is uncertain,” you “have incurred recurring losses and may not be profitable in the future,” and you “expect to incur losses in the future,” as well as the doubts regarding your ability to continue as a going concern, please explain to us how you determined an Offering Price of $25. In your response, discuss whether and how you considered the recent sale prices of your common stock.

4. You state here that the management believes that your current financial resources are sufficient to fund your current twelve-month operating budget and satisfy estimated liquidity needs for the twelve months period from the issuance of your financial statements. Please resolve the inconsistency between this disclosure and the substantial doubt expressed by your auditor regarding your ability to continue as a going concern.

2. We are reissuing this comment as we note that your liquidity discussion and analysis no longer includes the known contractual obligation and contingency disclosures that you added during a prior review, given your going concern and the need for future funding. Please revise future filings to expand your financial condition disclosure to include a liquidity discussion that analyzes material cash requirements from known contractual and other obligations, including significant future lease obligations and any other contingencies. Refer to Item 303(b)(1) of Regulation S-K. Company

4 . Please revise to balance your disclosure in the Prospectus Summary to include equally prominent disclosure of the following, as you do elsewhere in the prospectus, that: ● your officers and directors and their affiliates, in the aggregate, beneficially own approximately 82% of your issued and outstanding common stock and that, as a result, they have the ability to control matters affecting minority shareholders, including the election of directors, the acquisition or disposition of assets, and the future issuance of shares; ● your auditor's report includes an explanatory paragraph regarding substantial doubt about your ability to continue as a going concern; and ● your current operating funds are not adequate for corporate existence over the next twelve months.

4. We note your response to comment 13. Your disclosures in the notes to the financial statements on page F-9 continue to indicate that you believe you have sufficient cash to fund operations for the twelve months subsequent to the filing date whereas your disclosures on page 54 indicate there is substantial doubt regarding your ability to continue as a going concern for the next twelve months. There continues to be an inconsistency in your disclosures. Please revise as necessary.

Comment : We note your response to prior comment 2, which we reissue in part. With reference to your going concern disclosure in your financial statements, please disclose how long you expect the proceeds from this offering to fund your operations if you sell 100%, 75%, 50% or 25% of the total amount of shares offered.

Comment : Please revise Use of Proceeds to disclose more specifically how proceeds from this offering will be applied, identifying the specific products and/or indications relating to the allocations for "research & development" and "marketing and sales." With reference to your going concern disclosure in your financial statements, please disclose how long you expect the proceeds from this offering to fund your operations if you sell 100%, 75%, 50% or 25% of the total amount of shares offered.

13. We note your response to comment 27 and your disclosures on page 51 which indicate that you will be able to conduct your planned operations using currently available capital resources for the next six months. As a result, you have determined that there is substantial doubt about your ability to continue as a going concern. These disclosures appear inconsistent with your disclosures on page F-9 which indicate that you have sufficient cash to fund operations for the twelve months subsequent to the filing date. Please revise your disclosures as necessary. Given your cash balance as of June 30, 2024 and the significant amounts of cash used in operations each period, please provide comprehensive disclosures regarding your going concern considerations pursuant to ASC 205-40-50-1 through 14. In addition, your liquidity disclosures in MD&A should clearly identify any internal and external…

9. Please revise to discuss your auditor’s going concern opinion. Disclose your monthly “burn rate” and the month you will run out of funds without additional capital. Also, revise to state that you must raise additional capital in order to continue operations and to implement your plan of operations and quantify the amounts needed for each. Additionally, please revise to disclose your limited revenues and net losses for the financial periods contained in the registration statement.

12. You disclose that SciSparc’s cash and cash equivalent amount was $2,624 thousand as of June 30, 2024 herein and in the going concern section below. Please tell us your basis to include short-term bank deposit amount in the cash and cash equivalent.

15. With a view to providing more balanced disclosure, please disclose i) AMC’s revenue for the most recently completed fiscal year, ii) AMC’s net income/loss for the most recently completed fiscal year and (iii) AMC’s auditor’s going concern opinion. Please also revise the Summary Risk Factors and Risk Factors sections to address AMC’s history of net losses and going concern opinion.

3. We note your response to prior comment 7 and updated disclosures in Results of Operations and Liquidity and Capital Resources. We reissue asking you to revise your Results of Operations disclosure to include discussion on why your revenue for the quarter decreased from $7.3 million in 2023 to $1.4 million in 2024, as previously requested. Please also explain your updated statement in Liquidity and Capital Resources, that while identifying a number of issues, "... management has concluded there is no substantial doubt about the Company’s ability to continue as a going concern."

5. We note your response to comment 22, and your disclosure on page 112 that “[t]hroughout May to August 2023, in conjunction with the preparation for the legal due diligence and transaction document preparation, Mr. Guo and Mr. Huang continued to engage in discussion on financial due diligence and discussion and review of the valuation analysis, based on the valuation analysis conducted previously for the initial valuation determination.” Please disclose the material points raised in connection with these discussions and advise how they impacted the lowering of Docter’s valuation to $60 million. Please also revise to further discuss how operational challenges and uncertainties surrounding Docter’s ability to sustain its current growth trajectory, including challenges meeting certain sales benchmarks and Docter’s going concern, impacted your valuation of Docter. Consider adding risk…

26. Please have your auditors revise their report to address the following: ● State, if true, that they are required to be independent in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission. Refer to AU-Section 700, Part F/S(c)(1)(iii) of the Form 1-A and Article 2 of Regulation S-X. ● Refer to the years then ended, rather than the year then ended, throughout their report. ● You disclose on page 1 and elsewhere in the filing that your auditors expressed substantial doubt as to your ability to continue as a going concern. If true, the report should be revised to include a going concern paragraph. This paragraph should be preceded by an appropriate labeled heading such as “Going Concern” and must be presented directly after the Opinion on the financial statements paragraph. Refer to AU Section 341.03(c) and AS…

27. With reference to your going concern disclosures on page 50, please provide the disclosures required by ASC 205-40-50-1 through 14.

1. Please discuss here and in your risk factors, your auditor’s going concern opinion and acknowledge your losses for the financial periods contained in the registration statement.

17. We note the audit report for Iron Horse Acquisition Corp. includes a statement expressing substantial doubt about the Company’s ability to continue as a going concern. Please revise your risk factors to highlight this ability to continue as a going concern, describing the material risks associated with the going concern opinion issued by the auditor.

1. We note your disclosure on page 38 that your liquidity is largely dependent on your ability to borrow funds on the Revolver, and that if you fail to fulfill your financial covenant requirements, your ability to continue as a going concern could be at risk. Where appropriate, please provide a risk factor discussing this risk.

Comment 6: Please discuss whether the Adviser Expenses adversely impacted the Adviser’s ability to continue as a going concern. If so, also please discuss whether the Board was informed of potential risks with respect to the financial stability of the Adviser.

2. We note that your auditors have issued a going concern opinion. Please describe your plan of operation, including any specific timeline and related costs and how you expect to fund such costs.

9) Whether the misstatement involves the concealment of an unlawful transaction. Analysis: No. The misstatements do not conceal illegal or unauthorized transactions. To further analyze the materiality of the errors, the Company has analyzed the misstatements in light of guidance surrounding the definition of materiality and the impact on the decision-making of the primary users of the combined financial statements set forth in paragraph 7 of IAS 1 as follows: 1) Would the correction of the error significantly affect Murano's outlook? Analysis: Although the Company’s cash flows are also discussed and analyzed in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the Company’s regulatory filings, such disclosures do not specifically mention the period-to-period changes of cash paid for interest or borrowing costs. The Company also…

21. QUESTION-25 PAGE- We note several of your convertible notes are past maturity date. Please disclose if you are in default. If so, your default status should be prominently disclosed at the forefront of your filing, in the Liquidity section of the MD&A, and wherever you discuss your going concern status. ACCOUNTANTES

6. Please revise your prospectus summary to disclose, as you do on page 59, that management has concluded that there is substantial doubt over your ability to continue as a going concern, and revise your risk factors to discuss the related risks to investors.

26. Please provide a revised audit report from Set Apart Accountancy Corp that references both years in the opinion paragraph and references Note 15, rather than Note 14, in the going concern paragraph.

7. As previously requested, please ensure that you quantify the impact of both price and volume fluctuations on your fish trading and catering business revenues. Quantify the revenue generated by each business activity for all periods presented. Quantify the impact of your 2024 Xinca and Sy Media acquisitions on your revenues and operating results. Clearly explain why your revenue for the quarter decreased from $7.3 million in 2023 to $1.4 million in 2024. Explain your page 41 statement that “there is no substantial doubt as to our ability to continue as a going concern” given the factors identified in the prior staff comment. Please read Item 303 of Regulation S-K. 2

5. You disclose that your financial statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities at their carrying value in the normal course of business for the foreseeable future. Considering your negative working capital as of December 31, 2023 and the significant net losses and cash used in operating activities for the years ended December 31, 2023 and 2022, please tell us how you concluded that substantial doubt about your ability to continue as a going concern did not exist. Please address your consideration of FASB ASC paragraphs 205-40-50-1 through 5 in your response. DynaResource

2. We note the revisions made in response to our prior comment 2. However, your June 30, 2024 Form 10-Q/A continues to identify the lapsed financial support letter as a source of liquidity. It is also not clear why you state on page 40 of the Form 10-Q/A that "there is no substantial doubt as to our ability to continue as a going concern" given the potential delisting, the prominent disclosure in your Form 10-K regarding substantial doubt of your ability to continue as a going concern, the excess of current liabilities over current assets, and the substantial excess of your operating cash flow deficits over your cash balance. Please revise.

14. Principal Accountant Fees and Services The fees billed to us for the years ended December 31, 2023 and 2022 by our independent registered public accounting firm, BF Borgers, CPA, M&K CPAS, PLLC, are set forth below: Year Ended December 31 (5) 2023 2022 Successor Period December 15, 2022 through December 31, 2022 Predecessor Period January 1, 2022 through December 14, 2022 Audit Fees (1) $ 70,250 165,000 $ 22,325 110,000 66,975 - Audit Related Fees (2) 35,000- 247,500 - - 178,750 Tax Fees (3) - - - All Other Fees (4) 24,500 330,000 18,092 - 51,534 Total Fees $ 129,750 742,500 $ 22,325 128,092 66,975- 230,284 (1) Audit fees represents the aggregate fees billed to us by BF M&K CPAS, PLLC, of Woodlands, Texas Borgers, CPA for professional services rendered for the audit of our financial statements for the year ended December 31, 2022 and 2023, as restated . (2) Audit-related fees…

2. We note your going concern disclosure on page 14 which indicates that substantial doubt exists regarding the registrant's ability to continue as a going concern. Please have your independent registered public accounting firm tell us what consideration they gave to providing an explanatory paragraph in concluding on your ability to continue as a going concern or amend your filing to have them revise their report as appropriate. Refer to PCAOB AS 2415.

2. Summary of Significant Accounting Policies, page F-76 2. We note that you have had net losses and operating cash outflows foreach period presented. Further, your working capital deficit is S$ 277,947 as of June 30, 2024. Tell us how you considered whether there are uncertainties that may cast significant doubt upon your ability to continue as a going concern and what consideration you gave to disclosing these uncertainties. Refer to paragraphs 25 and 26 of IAS 1.

1. We note your disclosure on pages 2, 5, 14, 62 and 63 regarding the strategic and capital plan, as well as the “BaaS winddown plan” that is an element of liquidity management. We also note the discussion on page 63 regarding your plan to alleviate the substantial doubt about your ability to continue as a going concern. Further, we note your press release included as exhibit 99.1 to your Form 8-K dated April 30, 2024 about various plans and their status, including a two-part critical action plan addressing regulatory remediation efforts. In future periodic filings, please enhance your disclosures regarding these various strategic, capital and winddown plans, including providing a more detailed and robust discussion in Liquidity and Capital Resources regarding your remediation and related plans and any actions that remain outstanding or ongoing.

28. Staff’s comment: Please disclose at the forefront of your liquidity section that there is substantial doubt about your ability to continue as a going concern.

3. We note your response to comment 11 proposes "that the wording in comment number 11 be included in the auditor's report in respect of the fiscal 2024 audit and the conforming change be made to the risk factor disclosure on page 4 of the fiscal 2024 Form 20-F." Please clarify the "wording in comment number 11" that you are referring to and provide the disclosure you are proposing to include in the fiscal 2024 audit report and the related risk factor. In this regard, please note that the revised language should definitively state whether there is a substantial doubt in your ability to continue as a going concern or that the conditions you cite raise substantial doubt about your ability to continue as a going concern to comply with PCAOB Auditing Standard 2415. Company

4. Please prominently disclose that your auditor has raised substantial doubt as to your ability to continue as a going concern. In addition, please disclose that your status as a development-stage company means that you have no or limited active business operations, no revenues, and no significant assets.

9. We note your response to prior comment 7, but do not see any responsive revised disclosure. As such, we reissue the comment. Please clearly state how long you can satisfy your cash requirements based upon cash on hand and revenues from operations and explain whether you will have to raise additional funds in the next twelve months. Please also include a reasonably detailed discussion of your ability to continue in existence as a going concern and your ability or inability to generate sufficient cash to support your operations during the next twelve months. Please refer to Item 303(a)(1) of Regulation S-K.

7. We note management discloses factors which raise substantial doubt about as to the Company’s ability to continue as a going concern in FN2, citing a net loss of $2.1 million for the year ended December 31, 2023. This net loss does not appear on the consolidated statements of operations and comprehensive (loss) income for the same period. Please provide insight on this inconsistency.

1. Please update this section to reflect the most recent interim financial information contained in this filing. In this regard, we note that your total liabilities, net loss, working capital deficit and accumulated deficit have all increased. Additionally, please revise the Related Party Transactions section on page 3 and the going concern risk factor on page 7 based upon the most recent interim financial information.

2. Please revise to provide a risk factor discussing your ability to continue as a going concern. We note the discussion of the substantial doubt as to your ability to continue as a going concern reflected in the report of your independent registered public accountant as well as footnote 2 to your financial statements on page F-7.

20. Please have your auditor revise their report to address the following: ▪ Revise the first paragraph to provide an opinion for each period included in the audited financial statements. ▪ The period your auditors were appointed is not a component of the “Opinion on the Financial Statements” section, refer to paragraph .08 of AS 3101. ▪ Have your auditor retitle the section titled “Responsibilities of the Management for the Financial Statement” to “Basis for Opinion.” Refer to paragraph .09 of AS 3101. ▪ The statement that “management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Danam Health Inc’s ability to continue as a going concern...,” is not a component of the auditor report. Refer to paragraph .18(a) of AS 3101 in regard to the auditors’ responsibility as it relates to going concern. ▪ Revise the…

24. Please have your auditor revise their report to address the following: ▪ Revise the first paragraph to provide an opinion for each period included in the audited financials statements. ▪ The period your auditors were appointed is not a component of the “Opinion on the Financial Statements” section, refer to paragraph .08 of AS 3101. ▪ Have your auditor retitle the section titled “Responsibilities of the Management for the Financial Statement” to “Basis for Opinion.” Refer to paragraph .09 of AS 3101. ▪ The statement that “management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Wood Sage LLC’s ability to continue as a going concern...,” is not a component of the auditor report. Refer to paragraph .18(a) of AS 3101 in regards to the auditors responsibility as it relates to going concern. ▪ Revise the…

26. Please have your auditor revise their report to address the following: ▪ Revise the first paragraph to provide an opinion for each period included in the audited financial statements. ▪ The period your auditors were appointed is not a component of the “Opinion on the Financial Statements” section, refer to paragraph .08 of AS 3101. ▪ Have your auditor retitle the section titled “Responsibilities of the Management for the Financial Statement” to “Basis for Opinion.” Refer to paragraph .09 of AS 3101. ▪ The statement that “management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Wellgistics LLC’s ability to continue as a going concern...,” is not a component of the auditor report. Refer to paragraph .18(a) of AS 3101 in regards to the auditors responsibility as it relates to going concern. ▪ Revise the…