Going concern

Responsive to the Staff’s comments, we have added the following disclosure on page 12of the Revised Registration Statement: “We have incurred significant losses since our inception. While we have generated limited revenue to date, we have not yet achieved production level satellite manufacturing, launch and data activities, and it is difficult for us to predict our future operating results. Our auditors have also raised substantial doubt about the Company’s ability to continue as a going concern, the details of which can be found in the Financial Statements of this Registration Statement.”

In response to the Staff’s comment, the Company has revised the disclosure on pages 24, 105 and 188 of Amendment No.1. Management’s Discussion and Analysis of Financial Condition and Results of Operations of MCAF, page 190

In response to the Staff’s comment, the Company has revised the disclosure on pages 22, 51, 52, 100 and 183 of the Registration Statement.

The Group’s independent auditor has advised the Company that a going concern paragraph is not included in its report for the following reasons: (1) the Group had positive operating cash flows in 2021 of $2,492,708; (2) the Group forecasted free cash flows of approximately $2,800,000 through 2023 and approximately $49,800,000 through 2025; and (3) the Group was preparing for an IPO at the time the financial statements were issued. Exhibits

We have reviewed the guidance provided under Rule 4-10(a)(26) and Rule 4-10(a)(31)(ii) of Regulation S-X concerning the reasonable expectation of financing availability to drill locations; and classifying undrilled locations as undeveloped oil and gas reserves within a five-year period; Item 1203(d) of Regulation S-K concerning reasons for lack of progress made to convert proved undeveloped reserves into proved developed reserves; and, Compliance and Disclosure Interpretations (C&DIs) question 131.03 concerning special circumstances for development of reserves in a period exceeding five years. We strive to follow the above mentioned guidance when we file our reports with the Securities and Exchange Commission (“Commission”). We do believe the February 28, 2022 10-K filing accurately presents the condition of the Company at February 28, 2022 and that the Company is correct in allowing…

The comment requests the response “Refer to AU Section 341”. This standard is not current and does not reflect any amendments effective on or after December 31, 2016. FGMK performed audit procedures in accordance with PCAOB Auditing Standard (“AS”) 2415: Consideration of an Entity’s Ability to Continue as a Going Concern. The Company prepared its financial statements in accordance with FASB ASC 205-40. FGMK performed audit procedures on management’s assessment of the conditions and events, considered in the aggregate, that may raise substantial doubt about the Company’s ability to continue as a going concern. FGMK’s procedures included an assessment of prior operating results, which included profitability and positive cash flow from operations and noted in discussions with management that the member debts could be renegotiated. The Company believes that management’s plans would…

The Summary has been revised in accordance with the Staff’s comment. Interests of Certain Persons in the Business Combination, page 23

Note 2 on page F-40 has been revised to include the disclosure referenced in the audit report. Benjamin Holt Jeffrey Gabor February 3, 2023 Page 13 Land Betterment Exchange (LBX), page F-48

The Company respectfully acknowledges the Staff’s comment and has accordingly revised page 15 of the Amendment. Risk Factors The offering price of the primary offering and resale offering could differ., page 36

We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised the disclosure on pages 5, 28, and 58 in the Registration Statement to highlight the auditor’s explanatory paragraph regarding our ability to continue as a going concern and described the material risks associated with the going concern opinion. Also, we have described the Company’s plans to satisfy its cash requirements for the next 12 months, and disclosed the potential consequences to our business if we are unable to raise additional financing. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Six Months Ended June 30, 2022 and 2021, page 45

We respectfully advise the Staff that no going concern issue was identified and the Company inadvertently included the following statements in the Form 10-K and the Form 8-K filed on October 17, 2022 (the “Form 8-K”) respectively: ● “ As indicated in the accompanying financial statements, at December 31, 2021, we had approximately $1,365,181 in cash, and accrued liabilities of approximately $475,948. In the short term, we expect to incur costs in connection with consummating this offering. Thereafter, we expect to incur significant costs in the pursuit of our initial business combination plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. ” on page 29 of the Form 10-K. ● “ except that the audit report on the…

In response to the Staff’s comment, the Company has added requisite a note 25 on page F-36 of the Form-10 of Amendment No. 3. Note 2. Basis of Preparation of Consolidated Financial Statements Significant Accounting Policies, page F-9