Impairment

The Company acknowledges the Staff’s comment and notes that the AI segment has two reporting units: X reporting unit which is comprised of the former X business; and xAI reporting unit which is comprised of the former xAI business (excluding former X business). Substantially all of the goodwill attributable to the Company's AI segment is attributable to the X reporting unit. For the period ended March 31, 2026, the Company assessed if there are any events or circumstances that could more likely than not reduce the fair value of the X and xAI reporting units in the AI segment below its carrying amount. As clarified on pages 12, 16, 53, and 54 of the Registration Statement, although there could be certain risks with an acquisition and integration of an early stage company such as xAI, no triggering events have occurred during the three months ended March 31, 2026 that indicated the…

The Company acknowledges the Staff’s comment. We will enhance our future disclosures to address our consideration of the Company’s market capitalization, including any declines in market capitalization, if applicable, in our goodwill impairment assessment. We propose to include enhanced disclosure within the Critical Accounting Policies section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), beginning with our Form 10-Q for the Fiscal Quarter Ended March 31, 2026. The following is an illustration of the disclosure updates (underscored language indicates new disclosure) based on page 60 of our Form 10-Q filed on February 5, 2026. Critical Accounting Policies […] During the period since our May 1, 2025 annual impairment test through December 31, 2025, the Company experienced decreases in its market capitalization, as a result of…

In future filings, to the extent applicable, we will include as part of our critical accounting estimate disclosures the fact that no reporting units are at risk of failing the impairment test as they have a fair value that is substantially in excess of carrying value. Our proposed revised wording for this critical accounting estimate is below (changes underlined for emphasis). Proposed wording in future Form 10-K filings: Goodwill and Other Long-Lived Assets Our Management annually reviews goodwill and other long-lived assets for impairment or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. If we determine that the carrying value of the goodwill and other long-lived assets may not be recoverable, we record a permanent impairment charge for the amount by which the carrying value of the goodwill and other long-lived assets exceeds it fair…

As described in Critical Accounting Policies in the Company’s Form 10-K for the fiscal year ended December 31, 2024, the Company has identified Global Ceramic, Flooring North America (“Flooring NA”) and Flooring Rest of the World (“Flooring ROW”) as its reporting units for the purposes of allocating goodwill as well as assessing impairments. As of the Company’s 2024 annual goodwill impairment testing date, which was the first day of the fourth quarter of 2024 (the “2024 Annual Impairment Test Date”), the Company completed quantitative goodwill impairment tests (the “Annual Impairment Tests”) and determined that the estimated fair values of its reporting units with goodwill exceeded their carrying values and that the Company did not have any at-risk reporting units. Additionally, on an interim basis the Company assesses if a triggering event has occurred that might reduce the fair value…

The Company advises the Staff that the goodwill impairment assessment as of October 1, 2025 is currently being completed by the Company. While the Company has experienced operating losses, the Company has analyzed macroeconomic conditions, industry and market conditions, cost factors, financial performance and other relevant entity-specific considerations and has preliminarily concluded that it is not more likely than not that the fair value is below carrying value as of October 1, 2025. In addition, there was significant margin between the most recent equity value as part of Company’s most recent valuation of incentive awards and the Company’s carrying value. Intellectual Property, page 129

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it evaluates the status of all of its legal proceedings in each reporting period, including the patent infringement complaint filed against the Company by Teva Pharmaceutical Industries (“Teva Complaint”), to assess whether accruals are appropriate under ASC 450-20-25-2 and to determine whether an estimate of possible loss or a range of possible losses can be made under ASC 450-20-50. During this evaluation, the Company’s management considers all existing and new matters, including, but not limited to, (i) the nature and status of each matter; (ii) the advice of legal counsel and other advisors related to each matter; (iii) the Company’s experience or that of other entities in similar matters; (iv) the Company’s belief in whether it has meritorious and valid substantive defenses against the allegations…

Idle assets are being depreciated in accordance with paragraph 55 of IAS 16, the Company continues to depreciate these idle assets because management has not yet determined that they are to be permanently withdrawn from use. Accordingly, the assets are depreciated over their remaining useful lives despite being inactive. The Company intends to maintain this accounting treatment in future filings unless management’s plans regarding these assets change. The table below presents a comparative summary of the carrying values and appraised fair values of the Company’s property, plant and equipment as of December 31, 2023 and 2024. All figures are in thousands of U.S. dollars and are based on values determined by an independent appraiser: Year Carrying Value Fair Value; Land & Buildings Fair Value; Machinery & Equipment Total Fair Value Excess Fair Value % Excess over Carrying Value 2023 $…

In response to the Staff comments, going forward, the Company will evaluate the materiality of its intangible assets corresponding to the Company’s operations in countries for which we have recorded a full deferred tax asset valuation allowance, as applicable, and, based on the facts and circumstances, include in future filings where we have concluded that such presentation is material, including if applicable in the critical accounting estimates section in its next Form 10-K for the fiscal year ended December 31, 2025. Major Customers, page 56 4. It is not clear whether the revenues corresponding to any individual countries in your South and Central America category should be separately disclosed pursuant to ASC 280-10-50-41. Please tell us the three countries that primarily comprise the December 31, 2024 South and Central America revenue amount and quantify each country's revenue.…

The Company respectfully acknowledges the Staff’s comment. The Company advises the Staff that it performed its annual goodwill impairment assessment for the Search Advertising reporting unit in the fourth quarter of 2024, and the fair value of the reporting unit exceeded its carrying value by 22.3%, which the Company believes to be substantially in excess of its carrying value. As such, the Company does not believe its Search Advertising reporting unit is at risk of failing step 1 of the quantitative impairment test. In future 20-F filings, the Company will include disclosure as to whether the reporting unit is at risk of failing step 1. Based on the above factors, the Company believes Search Advertising’s fair value is substantially in excess of its carrying value. In the future, however, if the Company believes that the reporting unit is at risk of a goodwill impairment charge, it…

We acknowledge the Staff’s comment. In response, and in light of both the Staff’s observations and events occurring in the updated reporting period, the Company performed a quantitative goodwill impairment analysis in addition to its prior qualitative assessment. The results of this quantitative evaluation, together with the related disclosures, have been included in the Amended Registration Statement. Please see pages 244-245 of the Amended Registration Statement for the revised disclosure. SharonAI Consolidated Financial Statements Consolidated Statements of Changes in Stockholders’ Equity, page F-88

In response to the Staff’s comment, in future filings, the Company will classify any future goodwill impairment charges, if material, within a separate financial statement line item on its consolidated statements of income in accordance with the guidance in ASC 350-20-45-2. The Company respectfully submits that the requested presentation would not materially change a user’s understanding of the Company’s results of operations for the year ended December 31, 2024, as it believes the nature and amount of the impairment charges are adequately disclosed on page F-44 in Note 9 to the Company’s Consolidated Financial Statements and page 82 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Note 3. Revenue from Contracts with Customers, page F-27

The Company takes note of the Staff’s comment and provides the following explanations, which will also be reflected in expanded disclosures in future Form 20-F filings. Current intentions regarding Republic Steel. At present, management has determined that the Republic Steel facilities will remain inactive unless there are changes in prevailing economic conditions that justify resuming operations. Accounting treatment of Republic Steel assets. As of December 31, 2024, because management does not intend to sell the facilities, IFRS 5 (Non-current Assets Held for Sale and Discontinued Operations) does not apply. Instead, the assets continue to be accounted for in accordance with IAS 16 (Property, Plant and Equipment), measured at cost less accumulated depreciation and impairment, as appropriate. In addition, the Company engaged an authorized appraiser to determine the fair value of the…

In response to the Staff’s comment, the Company respectfully advises the Staff that in light of the auditing review still in progress as of the date of the response letter submitted May 9, 2025, the Company’s independent auditors were not in a position to issue its revised opinion. The Company’s prior submission of the draft Annual Report on Form 10-K remained subject to completion of the audit. The new auditor report is included in the Draft Amendment beginning on page F-1. Note 2 – Going Concern, page F-6

In response to the Staff’s comment, the Company has revised the disclosures, and directs the Staff to the updated disclosures in Note 5 of the Draft Amendment. Note 12 – Correction of Previously Issued 2023 Financial Statements, page F-19

In response to the Staff’s comment, the Company has revised the relevant disclosures as reflected in the Draft Amendment.

In response to the Staff’s comment, the Company respectfully advises the Staff that the relevant disclosures pertaining to the impairment charge will conform to the Staff’s guidance in the 2024 Annual Report on Form 10-K when filed. Note 14 – Explanation of Quarterly Impact, page F-26

We acknowledge the Staff’s comment and have revised the disclosures accordingly, see pages 223 of the Amended Registration Statement. Goodwill is tested for impairment at least annually, at the beginning of the fourth fiscal quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Finite- lived intangible assets are assessed for impairment under ASC 360-10 if events suggest their carrying amount may not be recoverable. The Company did not identify any impairment indicators and thus did not perform an impairment analysis on the intangible assets. The Company performs its goodwill impairment assessment in accordance with the guidance in ASC 350, Intangibles—Goodwill and Other, using both qualitative and quantitative factors. In accordance with the standard,…

In response to the Staff’s comment, we respectfully advise that we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors evaluates our results. As defined in our filings, Adjusted EBITDA means net income (loss) before interest, taxes, depreciation and amortization, adjusted for changes in the fair value of inventory, share-based payment expense, impairment losses (and gains) on financial assets, and other expenses (or income). We believe the adjustments reflect non-recurring or non-cash items that our management, board of directors and others believe are appropriate to provide an additional measure of our underlying earnings performance. The components of the adjustment for “Other expenses, net” are as follows, which we believe reflects appropriate…

In response to the Staff’s comment, we respectfully advise that we had presented a list of branded pharmaceutical-grade products to demonstrate the scope and range of our business offerings. While we recognize that disaggregated revenue may provide relevant information in some situations, we have determined that such disclosure would not provide relevant information or be required or material for readers of our Annual Report or potential investors. Although our revenue stream is comprised of over 100 distinct pharmaceutical-grade products under various brand names, we have determined that as a result of the similarity of the contract terms and characteristics, profitability profile, working capital requirements and product life cycle of the product lines within our revenue stream, subject to immaterial differences, presenting a more detailed revenue breakdown would not provide a more…

In response to the Staff’s comment, the Company respectfully submits that, while there was an increase in combined revenue and net income of all the equity method investments of the Group as disclosed on page F-33 of the 2024 Form 20-F, the “income 2 Yatsen Holding Limited July 25, 2025 Page 3 from equity method investments, net” presented on the face of consolidated statements of operations decreased substantially in 2024 as compared with 2023. This is primarily because the Group’s income from equity method investments reflects an aggregated net effect of the corresponding profits and losses of each investee and the Group’s respective share of ownership percentages in each investee. In contrast, the combined net income disclosed on page F-33 of the 2024 Form 20-F represents the gross net income or loss of all equity method investments at the investees standalone entity-level, without…

We confirm that in future filings for brands that we consider to be at higher risk of impairment, we will also disclose and discuss the key assumptions used to estimate their fair values and the potential events or circumstances that could reasonably be expected to negatively impact those key assumptions. Quality Foods Since 1889 Securities and Exchange Commission July 23, 2025 Page 2

We agree with the Staff’s suggestion that disclosing net sales by brand would enhance the meaningfulness of our current practice of reporting in MD&A the book values of indefinite-lived trademarks for each brand whose net sales equaled or exceeded 3% of our net sales. Accordingly, we plan to include in MD&A in future filings disclosures of net sales by brand for each brand whose net sales equaled or exceeded 3% of our net sales. These disclosures will be similar to the individual brand net sales disclosures that had previously appeared in our financial statement footnotes prior to our transition to four reportable segments. Consolidated Financial Statements (3) Acquisitions and Divestitures Divestiture of Green Giant U.S. Shelf-Stable Product Line, page 69

In connection with the sale of the Green Giant U.S. shelf-stable product line, our company classified the related assets as held for sale in accordance with ASC 360-10-45-9. Consistent with the prescribed ordering of impairment testing for assets held for sale, we first evaluated assets outside the scope of ASC 360, including inventory under ASC 330, and concluded that no impairment was required under ASC 330, as the realizable value of the inventory exceeded its carrying amount. Upon this classification, we evaluated the disposal group as a single unit of account for impairment purposes, consistent with the guidance in ASC 360-10-35-38 through 35-43. As a result, we determined that the individual assets within the disposal group, including inventory, no longer represent separate units of account for measurement purposes. The disposal group was assessed as a whole, and the impairment…

In response to the Staff’s comment, the Company has revised the disclosure on the page F-34 of the Registration Statement. Regarding the key assumptions used to estimate the fair value of options granted in 2024, the Company respectfully advises the Staff that, as it did not grant new stock options in 2024, it maintained the assumptions established in the 2023 assessment. U.S. Securities and Exchange Commission July 22, 2025 Page 5 As of December 31, 2023 As of December 31, 2024 Before Adjustment Balance with Other Group Entities Elimination of Intercompany Amounts After Adjustment Before Adjustment Balance with Other Group Entities Elimination of Intercompany Amounts After Adjustment (in thousands) ASSETS Current assets Cash 496 — — 496 129 — — 129 Restricted cash — — — — — — — — Accounts receivable, net — — — — — — — — Amounts due from related parties 3,386 — — 3,386 3,436 — — 3,436…

The Company advises the Staff that Mount Logan has revised the disclosure beginning on pages 305 and 339 of the Registration Statement in response to the Staff’s comment. 3 Management's Discussion and Analysis, page 340 8. Comment : We note that you have included interest rate sensitivity disclosure for Mount Logan on pages 270 and

We respectfully acknowledge the Staff’s comment. As previously disclosed in the Company’s periodic reports, in the second fiscal quarter of 2023, the Company initiated a plan to wind down manufacturing and discontinue the sale of legacy products offered through its Penguin Edge business. As of February 28, 2025, the Company determined that it was more likely than not that the fair value of the Penguin Edge business was less than its carrying amount and elected to bypass the qualitative assessment as allowed under ASC 350-20-35-70. Following the guidance in ASC 350-20-35-4 through 35-8 to perform the quantitative goodwill impairment test, the Company determined that as of February 28, 2025, the fair value of the Penguin Edge business of $20.3M was lower than its carrying amount of $26.4M, resulting in a goodwill impairment charge of $6.1M. While the Penguin Edge business’s goodwill will…

The Company respectfully acknowledges the Staff’s comment regarding the presentation of impairment charges related to in-process research and development in the roll-forward schedule on page F-24. In future filings, the Company will revise the schedule to separately disclose these impairment charges for improved transparency and to align with the presentation of our intangible asset roll-forward, which includes this level of detail in the same table.

We respectfully acknowledge the Staff’s comment. The Company anticipates that the remaining $10 million goodwill balance will be fully impaired upon the completion of the wind-down of the Penguin Edge business. Based on the Company’s current wind-down plan, the business is expected to materially cease operations by the end of calendar 2025. Page 5 After determining that conditions existed suggesting that it was more likely than not that the fair value of the Penguin Edge reporting unit may be less than its carrying amount, the Company utilized a discounted cash flow model to assess the fair value of the Penguin Edge business and reporting unit for the purpose of goodwill impairment during the second quarter of fiscal 2025. The Penguin Edge technology is becoming obsolete and is only sold to a small number of customers who we expect to phase out the technology. Therefore, for purposes of…

The Company respectfully acknowledges the Staff’s comment and advises the Staff that as of October 1, 2024 (the date of the Company’s annual goodwill assessment) and March 1, 2025 (the date of the Company’s most recent goodwill assessment) the Interconnect Solutions reporting unit’s fair value substantially exceeds the carrying value and thus is not at risk of failing the quantitative impairment test. The Company respectfully advises the Staff that it has revised its disclosures on page 94 of Amendment No. 1 to state that the Discounted Cash Flow Method and Guideline Public Company Method were equally weighted, and to address the Company’s approach for determining why such weighting was appropriate for determining fair value. Office of Manufacturing Division of Corporation Finance Securities and Exchange Commission June 18, 2025 Page 5 Our Customers, page 92

We acknowledge the Staff’s comment and, in future 10-K filings, will expand our disclosure to disclose whether any of our reporting units are at risk of failing the annual quantitative impairment test or that the fair value of each of our reporting units are substantially in excess of carrying value and are not at risk of failing. In addition, to the extent any reporting unit fair values are not substantially in excess of fair values, in future 10-K filings, we will disclose the identity of those reporting units and the amount or percentage by which the fair value exceeds their carrying value. 2 Notes to Consolidated Financial Statements Note 18 - Segment Information, page F-30

The Company acknowledges the Staff’s comment and advises the Staff that the Company will enhance its disclosure in its future filings with the Commission as described in the Staff’s comment. * * * * iRobot.com iRobot Corporation | 8 Crosby Drive, Bedford MA 01730 | 781.430.3000 If you have any questions with regard to the Company’s response or would like to discuss any of the matters covered in this letter, please contact the undersigned at (781) 430-3000. Sincerely, /s/ Karian Wong Karian Wong Executive Vice President and Chief Financial Officer iRobot.com iRobot Corporation | 8 Crosby Drive, Bedford MA 01730 | 781.430.3000

We acknowledge the Staff’s comment requesting that we expand our critical accounting estimates disclosure in relation to the valuation methods and assumptions used in assessing goodwill for impairment, including the identification and allocation of goodwill to reporting units. In our Q2 Form 10-Q and, to the extent applicable, in future Form 10-K filings, we will expand the discussion of this critical accounting estimate to include (i) the number of reporting units where goodwill is allocated and tested for impairment, (ii) whether the fair value substantially exceeds carrying value for all reporting units at the date of our most recent test, and (iii) an United States Securities and Exchange Commission Division of Corporation Finance June 12, 2025 Page 8 expanded description of the estimates and assumptions relied upon in calculating fair value, including the reconciliation we perform…

Please be advised that we have amended the disclosure on page 43 of the Amendment No. 1 per the Staff’s comment as follows: Impairment of goodwill Goodwill impairment expenses were $1,159,172 for the three months ended December 31, 2024 compared to $2,250,553 for the comparable period in 2023. For the fiscal years ended December 31, 2024 and 2023, we recognized a $3.4 million and $2.3 million goodwill impairment charge, respectively, which was primarily driven by a duplicate of the unexpected loss of a major customer and a subsequent reassessment of the financial outlook for our Meixin reporting unit. Specifically, during 2024, the Meixin unit experienced the early termination of a significant contract with a key customer, which materially reduced projected future cash flows. In conjunction with continued challenges in customer acquisition, the Company performed an interim impairment…

The Company acknowledges the Staff's comment and confirms that, in accordance with ASC 350-20-35-31, the Company had performed the impairment analysis of its Fiber segment long-lived assets prior to performing the goodwill impairment analysis and concluded there was no impairment of long-lived assets identified. This assessment had no impact on the goodwill impairment analysis or the amount of loss recorded for goodwill impairment in the fourth quarter of 2024. The Company advises the Staff that its Fiber segment represents both: a) an asset group for purposes of evaluating long-lived assets, as the lowest level for which identifiable discrete cash flows (including projected cash flows) are largely independent of the cash flows of other groups of assets is the overall Fiber segment level; and b) a reporting unit for purposes of evaluating goodwill. With respect to long-lived assets, in…

Our recorded losses for impairment on real estate assets in 2024 and 2022 are related to the following segments: Building Reportable Segment 2024 2023 2022 One Lincoln Park Dallas $ 932 $ — $ — 750 West John Carpenter Freeway Dallas 17,500 — — 80 and 90 Central Street Boston 10,000 — — 161 Corporate Center Dallas 5,400 — — 9320 Excelsior Boulevard Minneapolis — — 10,000 Total impairment charge on real estate assets $ 33,832 $ — $ 10,000 We will include in future filings, beginning with our quarterly report on Form 10-Q for the quarter ending June 30, 2025, disclosure of the reportable segment in which the impaired long-lived asset is reported in accordance with ASC 360-10-50-2(d). May 28, 2025 Page 2 Sincerely, /s/ Laura P. Moon Laura P. Moon Chief Accounting Officer Piedmont Office Realty Trust, Inc. CC: Mr. C. Brent Smith, President, Principal Executive Officer and Director Ms. Sherry…

The Company respectfully acknowledges the Staff’s comment. Consistent with ASC 360-10-35-39, assets outside of the scope of ASC 360-10 were first tested for impairment, followed by goodwill in accordance with ASC 350-20, and then the disposal group in its entirety. To clarify, the Company does not test the reporting unit’s long-lived assets for impairment before goodwill but rather tests the disposal group, inclusive of any long-lived assets, for impairment after goodwill. In further response to the Staff’s comment, in our Form 10-K for the year ending December 31, 2025, we will revise the Assets and liabilities held for sale and discontinued operations policy within Note 2 – Significant Accounting Policies as follows: We test for impairment when we classify a disposal group as held for sale in the following order. First, we evaluate for impairment all assets outside the scope of…

During the fourth quarter of fiscal 2024, the Company recorded pre-tax, non-cash impairment charges totaling $320.0 million related to the following indefinite-lived intangible trademark assets: · Green Giant : $275 million · Victoria : $25 million · Static Guard : $15 million · McCann’s : $5 million Given the size and circumstances surrounding the Green Giant brand, we address that impairment separately below before discussing the Victoria , Static Guard and McCann’s impairments. We then conclude our response to this Comment No. 1, with our plan to enhance our future disclosures. Green Giant Trademark Impairment – Chronology and Key Events : · On a quarterly basis, our company performs impairment trigger assessments, and none were identified until the fourth quarter of 2024 when we conducted our annual impairment testing. · In the fourth quarter of 2023, our company performed our…

Our management determined that the divestiture of the Green Giant U.S. shelf-stable product line did not constitute a business under the guidance in FASB ASC 805-10-55-3A through 55-5E. As such, no goodwill was allocated to the divested assets. The product line was sold to Seneca Foods Corporation, the primary co-manufacturer responsible for producing approximately 95% of the products. The divested assets included inventory, customer lists, a license to use the Green Giant trademarks in the United States for shelf-stable vegetable products, and certain co-manufacturing agreements related to other co-manufactured products. The product line was entirely co-manufactured and the divestiture did not include any transfer of employees, proprietary manufacturing processes, manufacturing or warehousing facilities, or distribution infrastructure. In evaluating whether the divested assets…

During the first quarter of 2024, our company reorganized our reporting structure from one reportable segment to four reportable segments: Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions. In connection with change, we reassigned goodwill to the new reporting units based on the relative fair value of each reporting unit. To determine the relative fair values, our company engaged a third-party valuation specialist to perform a DCF analysis for each reporting unit. The DCF analysis incorporated management’s projections for net sales growth, operating margins, capital expenditures and discount rates, consistent with the guidance in FASB ASC 350-20. The change from one to four reporting units also required the allocation of other balance sheet assets and liabilities to the new reporting units. Where possible, assets and liabilities were assigned based on specific…

We respectfully acknowledge the Staff’s comment. In accordance with the disclosure requirements of FASB ASC 820-10-50-2, we plan to include in our next annual report on Form 10-K the fair values of the intangible assets that we impaired during fiscal 2024 and will include similar information in future filings with respect to any future impairments. These disclosures will include the valuation techniques and significant unobservable inputs used in the fair value measurements. In addition, beginning with our most recent quarterly report on Form 10-Q/A that we filed on May 7, 2025, we added disclosure to clarify that there were no recurring Level 3 fair value measurements during the periods presented and plan to continue to do so in future filings when that is the case. For non-recurring Level 3 fair value measurements—such as those related to the impairment of goodwill and intangible…

Historically, our company operated as one operating segment. Because all of our brands had similar economic characteristics; products; production processes; types or classes of customers; distribution methods; and regulatory environment, we did not believe grouping our brands for purposes of FASB ASC 280-10-50-38 and 40 would provide meaningful information for our investors or analysts. Therefore, in response to a prior comment letter from the Staff and to comply with the guidance in FASB ASC 280-10-50-38 and 40, instead of disclosing net sales by groups of brands we began disclosing in 2014 in a footnote to our financial statements net sales by individual brand for all of our brands that exceeded a certain minimum net sales threshold (typically, 3%) and then aggregated net sales for the remaining brands. Following our recent reorganization into four reportable segments, we reassessed…

The Company acknowledges the staff’s comment. To that extent, the Company plans to restate its Form 10-KT filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2024 to re-classify the $27 million in issued shares from “asset purchase deposit” to a reduction in Additional paid-in capital. As discussed in the staff’s comment above, the Company does not plan to re-classify the $2.9M cash payment. As such, based on the reclassification, the restated financial statements included in the Form 10-KT/A will reflect the following updated balances as of June 30, 2024: · An asset purchase deposit balance of approximately $2.9 million and · An Additional paid-in capital balance of approximately $11.7 million Furthermore, all of the requisite disclosure in accordance with ASC 250, Accounting Changes and Error Corrections will be provided in the notes to the financial…

In response to the Staff’s comment, Aebi Schmidt has revised the disclosure on page 177 to clarify the description of key performance measures presented in or derived from Aebi Schmidt’s GAAP financial statements. These measures are not internally-derived metrics that are potentially subject to adjustment. In addition, Aebi Schmidt has removed reference to any challenges in measuring usage and engagement. Results of Operations, page 175

We respectfully acknowledge the Staff’s comment. In the Company’s quarterly report on Form 10-Q for the quarter ended February 28, 2025, filed on April 2, 2025, the Company provided further updates regarding the expected completion timeline for the previously-announced wind down of certain aspects of the Penguin Edge reporting unit, now anticipated to be completed by approximately the end of 2025, as well as recent and expected impairments to associated goodwill, as set forth in the following disclosure on page 31: During the second quarter of 2023, we initiated a plan pursuant to which we intend to wind down manufacturing and discontinue the sale of certain legacy products offered through our Penguin Edge business by approximately the end of 2025. In connection therewith and with the preparation of the financial statements included in this Quarterly Report, we assessed goodwill…

The Company acknowledges the Staff’s comment and advises the Staff that it has revised page F-37 accordingly. Notes to the Consolidated Financial Statements Oil and Natural Gas Reserve Information, page F-40

In response to the Staff’s comment, the Company has revised pages 89-90 of the Revised F-1. General

The Company respectfully acknowledges the Staff’s comment. Based on the quantitative goodwill impairment test conducted by the Company during the fourth quarter of fiscal year 2024, the Company determined that none of the reporting units were at risk of failing the goodwill impairment test because the fair value of each reporting unit was substantially in excess of the carrying values as of the valuation date. In future filings, when a quantitative goodwill impairment test is performed, the Company confirms it will disclose if each reporting unit’s fair value is substantially in excess of the carrying values or, if the reporting unit fair value is not substantially in excess of the carrying value, then the Company will disclose the additional information in the Staff’s comment above. 17. Segment Information, page F-38

We respectfully acknowledge the Staff’s comment and would like to make reference to our disclosures included in the Company’s Form 10-K for the year ended December 31, 2024: • while we included a discussion of methods and key assumptions used, and the degree of uncertainty associated with such assumptions including within Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, 1 we will further emphasize any considerations that are uniquely applicable to a reporting unit at risk of failing; and • we will expand the statement in Note 10. Goodwill 2 to also include a description of more specific events and/or changes in circumstance that could reasonably be expected to negatively affect these key assumptions. In addition, we will disclose the following points more comprehensively in future filings, to provide more information for investors to further…

On January 24, 2024, Mativ announced a comprehensive organizational alignment initiative which included the reorganization of six business units (previously comprising the Advanced Technical Materials and Fiber-Based Solutions operating segments) into two new operating segments and two reporting units, FAM and SAS. Prior to the reorganization, the identified reporting units aligned with the Company’s six business units. As a result of the management structure changes, the FAM and SAS Group Presidents were responsible for the performance of each business and the related discrete financial information provided to the chief operating decision maker. Effective following the reorganization, we determined that the reporting units were aligned with the new FAM and SAS operating segments. The reorganization resulted in the aggregation of two legacy reporting units into FAM, and three legacy…

In response to the Staff’s comment, the Company has revised pages 89 of the Revised F-1. Trading of timepieces, page 89

The Company respectfully acknowledges the Staff’s comment and hereby advises the Staff that due to the financial constraints of the developer, who serves as the construction party of this project, the project has failed to complete as scheduled. To protect the interests of homebuyers, the Chengdu government has rolled out a series of measures and provided financial assistance to ensure the project's completion. The government will be responsible for delivering the finished properties to homebuyers, with the delivery expected to be in May 2025. These assets have not been subject to impairment and the reasons are as follow: (i) The properties purchased are situated at subway entrances, offering highly convenient transportation; (ii) There are primary and secondary schools in the surrounding area, which help to categorize them as school - district properties; and (iii) Chengdu is a city…

We appreciate your comments regarding our shell company status under Rule 405 of the Securities Act. We have carefully reviewed the issue, and below provide a detailed response to clarify why Medical Exercise Inc. does not qualify as a shell company under Rule 405 and why we believe we should not be classified as one. SCOTT D. OLSON ESQ. In SEC Release No. 33-8587, published on July 15, 2005 (the “Release”), the Securities and Exchange Commission (the “SEC”) defined a “shell company” as a company with no or nominal operations, and either no or nominal assets or assets consisting of any amount of cash and cash equivalents and nominal other assets. In adopting this definition, the Commission stated in the Release that it was trying to better describe the type of companies that were involved in certain schemes referred to in the Release. Specifically, it was focusing on companies which…

The North Palm Beach location is permanently closed. We have revised the prospectus to clarify this and remove the present tense.

The Company acknowledges the Staff’s comment and advises the Staff that it has revised pages 66 and F-22 accordingly. * * * * March 28, 2025 Page 11 We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me by email at ross.mcaloon@lw.com or by telephone at (714) 755-8051, or to my colleague, Christopher Clark, by email at christopher.j.clark@lw.com or by telephone at (202) 637-2374. Sincerely, /s/ Ross McAloon Ross McAloon of LATHAM & WATKINS LLP cc: Adam Ferrari, Chief Executive Officer, Phoenix Energy One, LLC Curtis Allen, Chief Financial Officer, Phoenix Energy One, LLC David Wheeler, Chief Legal Officer, Phoenix Energy One, LLC Christopher J. Clark, Latham & Watkins LLP

In response to the Staff’s comment, in future filings, in the cost and expenses itemization in the statement of earnings, we will present charges related to impairments in a separate line item and we will separately present charges related to goodwill, if recognized. As disclosed in Note 8 – Goodwill and Other Identifiable Intangible Assets, we recognized goodwill and intangible impairment charges of $526.5 million and $430.2 million, respectively in fiscal year 2024. We respectfully submit that the requested change would not materially change a reader’s understanding of the Company’s results of operations, as the nature and amount of the impairment charges is reflected within Note 8 and in our Critical Accounting Estimates. ​ * * * Form 8-K furnished on December 19, 2024 Exhibit 99.1

In response to the Staff’s comment, the Company proposes to amend the Annual Report by eliminating the impairment that was originally presented in the restated financial statements for the fiscal year ended December 31, 2022. The restatement of the financial statements for the year ended December 31, 2022 is subject to audit review, which is currently in process by the Company’s independent accounting firm. 3 If you have any questions or wish to discuss any matters with respect to this letter, please do not hesitate to contact me by telephone at (972) 360-1914 or by email at jjacobsen@omm.com. Respectfully submitted, /s/ O’Melveny & Myers O’Melveny & Myers LLP Jack Jacobsen, Partner cc: Gregory McCabe Chairman and Chief Executive Officer Next Bridge Hydrocarbons, Inc. 500 W. Texas Ave., Suite 890 Midland, Texas 79701 Cameron Taber, P.C. 1502 Augusta Drive, Suite 320 Houston, Texas 77057…

Please see below the Company’s response to this Staff’s comment. The Company also amended its disclosures in Amendment #4. The Company has revised its disclosure to clearly state that the legal fees were initially capitalized as an intangible asset on the balance sheet but were subsequently impaired as an impairment expense in the fourth quarter of 2024. Management originally applied ASC 805-50-30-5 when recognizing the intangible asset as part of the transfer from a related party. This guidance requires that assets transferred between entities under common control be recorded at their historical carrying amounts. However, management later determined that the intangible asset did not qualify for capitalization, and the immaterial misstatement was corrected in the fourth quarter of 2024. In addressing the impairment, management referred to ASC 350-30-50-3, which outlines the disclosure…

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will revise this reconciliation in accordance with ASC 280-10-50-30(b) as requested by the Staff’s comment in future filings. Comment :

We respectfully acknowledge the Staff’s comment. The carrying value of the Diamonds Direct goodwill was included in the Diamonds Direct purchase price allocation disclosed in Note 4, Acquisitions and divestitures (page 76), to the consolidated financial statements included in the Form 10-K. As the carrying value of the Diamonds Direct goodwill was available to investors in our most recently filed annual report on Form 10-K, we determined disclosure of the carrying value of the Diamonds Direct goodwill in the third quarter Form 10-Q, Critical Accounting Estimates, was not necessary. The disclosures related to the acquisition of Diamonds Direct will no longer be required in the notes to the consolidated financial statements in future filings. Therefore, to the extent similar Critical Accounting Estimates disclosures are required in future filings, we intend to include the carrying value…

In response to Staff’s comments, the Company has updated the roll forward of crypto assets held to present the impact of impairment for the twelve months ended December 31, 2023 and 2022 and September 30, 2024. Also, please refer to our response to Staff’s Comment 18 below. As noted in the Company’s financial statements, for the year ended December 31, 2023 and 2022, impairment of crypto assets held was $440,000 and $973,000 respectively (page 75) and, as noted in the financial statements for the nine months ended September 30, 2024, the Company had impairment charges related to crypto assets held of $293,000 and $168,000 for the three months ended September 30, 2024 and 2023, respectively and $419,000 and $342,000 for the nine months ended September 30, 2024 and 2023, respectively. (page F-15) United States Securities and Exchange Commission February 11, 2025 Page 13 Notes to…