Related party transactions

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

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

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

2. We note your response to prior comment 3. We further note that you added disclosure that “Cumulatively, through March 1, 2023, approximately 24% of total units ordered were from related parties.” Please revise your filing to quantify your total orders for the period July 1, 2022 to March 1, 2023 and separately quantify the amount of orders from related parties.

3. As previously requested in prior comment 1, please provide disclosures of the related party revenue amounts, not just the order volume amounts. Also discuss the disparity between related party orders of 50.2% and related party revenue of 91.0% during the year ended June 30, 2022. In this regard, the $134,231 amount disclosed on page F-38 exceeds 90% of your F 22 $147,536 revenue.

1. We note your response to prior comment two. Please address the following as it relates to your determination that you do not have the power to direct the activities that most impact Radionetics' economic performance: • You disclose that no party has power over Radionetics’ key activities – including research and development (R&D), financing decisions and determining strategic direction. Explain whether there is a contractual mechanism in place to resolve disputes in the event that a majority decision cannot be reached with respect to one of Radionetic’s key activities. • Address the following with respect to power over R&D activities: o Describe to us the composition of Radionetics’ R&D committee. o Tell us whether any of Radionetics’ R&D activities are performed by Crinetics employees. o Describe to us any related party or agent relationships among Crinetics, 5AM Ventures, Frazier…

810. During 2021 (and subsequently in 2022), 5AM and Frazier each owned less than 5% of Crinetics’ outstanding common stock and neither has significant influence or control over Crinetics’ management and its operating policies. Crinetics has no other affiliation or interest in 5AM or Frazier. In addition, 5AM and Frazier both funded their investments in Radionetics independently via cash paid in exchange for common stock and notes convertible into common stock, and there is no agreement in place requiring 5AM or Frazier to obtain the prior approval of Crinetics prior to selling its interests in Radionetics. Therefore, 5AM and Frazier are not related parties or de facto agents of Crinetics. Mr. Hornby is an independent member of the board and does not have any affiliation or agency relationship with Crinetics. Therefore, Mr. Hornby does not meet any of the prescribed definition of a…

6. We note that your disclosure that the recent extension approved by MCAF’s shareholders led to a redemption of 2,432,520 MCAF’s shares in the amount of $24.5 million. Please update your disclosure to reflect the outcome of the special meeting of MCAF’s stockholders held on December 15, 2022, including the “Background of the Business Combination” where you should explain the reason the amendments were sought, the conflicts of interest pertaining to your Sponsor, directors and officer, and the impact on the transaction. Additionally, disclose the overall impact to the amount of funds in the Trust Account (and the amount available for liquidation and/or redemption). Finally, please make appropriate updates about the terms of the amended and restated certificate of incorporation and trust agreement and the related party extension loans where disclosed in your registration statement.

2. We acknowledge your response to prior comment 4, but continue to note disclosures in your document regarding the recognition of the Johnson's and Johnson & Johnson brand names as well as the nature of these documents as currently proposed related party transactions under Item 404 of Regulation S-K. Accordingly, please revise your descriptions of these related party agreements so that investors have a better understanding of the amounts expected to be involved with each transitional agreement and the duration of each agreement. Where the term of the agreement varies by product, such as in the Transition Services Agreement and the Transition 2 Manufacturing Agreement, provide an explanation of which material products or product types are expected to be covered by the agreements for a longer duration. In this regard, for example, we note your revised disclosure on page 224 that you…

Comment: The Staff notes that the Financial Statements in the Annual Report for the period ended October 31, 2022 did not include disclosures regarding the amount of gains or losses related to Rule 17a-7 transactions. See FASB ASC 850-10-50 on related party disclosures. Please confirm that the Trust will disclose the amount of gains or losses related to such transactions in future shareholder reports.

3. Refer to your response to prior comment 6. In addition, we note that Dr. Jiaming Li is the founder of the general partner MineOne Partners Limited. Please revise to clarify whether this limited partnership represents a related party transaction and provide a more detailed discussion of the terms of the partnership agreement. Finally, clarify whether the terms of the partnership were negotiated at arm's length.

10. We note your disclosure that the Group has entered into a number of transactions with related parties, and your reference to the section entitled “Certain Relationships and Related Party Transactions - ESGL Related Party Transactions” for a more detailed discussion with respect to the Group’s related party transactions. However, such information does not appear to be provided in the section “Related Party Transactions of the Group” on page 182. Please advise .

4. Please revise to reflect amounts related to transactions with related parties as appropriate.

56. Please explain and disclose the basis of presentation for the carve-out financial statements of DLQ Inc. from the Logic, Inc. audited financial statements for the years ended December 31, 2021 and 2020. In your disclosure, explain the methods used for the allocation of any corporate costs of Logic Inc. in the separate financial statements of DLQ Inc., including corporate overhead and general and administrative expenses and provide an assertion by management that the methods used for any allocated costs are reasonable. In addition, since agreements with related parties are by definition not at arms-length and may be changed at any time, please disclose if practicable, management’s estimate of what the expenses would have been on a stand-alone basis, that is, the cost that would have been incurred if the subsidiary had operated as an unaffiliated entity. The disclosure should be…

Comment : In the filing on Form N-CEN relating to the Fund for the fiscal year ended December 31, 2021, Item C.10 identifies Franklin Templeton Investor Services, LLC (“FTIS”) as an affiliated person of the Fund or its investment adviser(s). Please explain why FTIS is not identified as a related party in the notes to the financial statements relating to the Fund’s fiscal year ended December 31, 2021.

14. Please revise to address the risk that, because Royalty is a related party, there was a conflict of interest in determining whether Royalty was appropriate for your initial business combination.

22. We note the adjustment described in Footnote (B) represents the additional issuance of convertible debt to a related party. Further, we note that the adjustment described in Footnote (C) converts such amount into shares of Royalty common stock at $6.50 per share. Please tell us how these adjustments relates to the de-spac transaction, including the purpose of the transactions, and the related parties involved.

34. We note that the provider you had engaged to provide the fairness opinion was not going to be able to provide the opinion due to the related party nature of the transaction. Please identify the provider and disclose when this notification was provided. Please also reconcile this disclosure with the disclosure included with the Definitive Proxy Statement on Schedule 14A filed September 13, 2022. In this regard, we note that you informed investors that "[t]he board believes that the cost of obtaining such an opinion outweighs the potential benefits in these circumstances."

37. Please revise to more fully address how the board took into account the financial interests of American Acquisition Opportunity’s directors and officers in Royalty in recommending the transaction to American Acquisition Opportunity stockholders for their approval. We note your bulleted disclosure on page 70 regarding potential conflicts of interest. However, it is unclear if the board took any additional steps, as compared to a non-related party business combination, in evaluating and approving the proposed business combination with Royalty.

53. We note that the consideration given for the 250,000 LBX Tokens was the Round A Convertible Note of $2,000,000 and 76,924 warrants. We also note that the LBX Tokens were assigned a fair value of $2,000,000 based on the purchase price of $8 per token. Please revise to more fully explain how you determined the fair value of the LBX Tokens. In this regard, we note that your related party American Resources Corporation appears to hold 2,000,000 LBX Tokens to which it has assigned a fair value of $0.

1. Every place in the filing where you discuss your product sales, orders, and shipments, please add a disclosure that quantifies the amount of such transactions which are with related parties. In this regard, it appears that over 90% of your FY 2022 sales were to related parties (F-38).

5. We understand that you have concluded that your intangible assets are not impaired even though your sales and orders have apparently been mostly with related parties and that there is substantial doubt concerning your ability to sustain operations. Please expand this critical accounting policy disclosure to enable readers to understand the basis for your conclusion. For example, it is not clear how you derived the 92% average revenue growth rate referenced on page F-27 and whether there is any objective evidence to support this assumption. Further, please provide a disclosure explaining to readers how you reasonably determined that the AUS$ $1.91/share offering transaction that began in March and concluded in September was not identified as an impairment indicator given that your corresponding market capitalization at that price is substantially less than the $50 to $59 million…

Comment: In the Statement of Assets & Liabilities, accrued expenses and other liabilities, please disclose separately any payable to a related party, such as investment advisor or trustees going forward.

Comment: Form N-CEN has JPMorgan Funds Limited is listed as an affiliated administrator (Item C.14) and JPM Chase Bank N.A. is listed as an affiliated sub-administrator (Item C.14) and sub-custodians (Item C.12). Explain why they are not disclosed in the financial statements as related parties.

37. Please tell us, and revise your next amendment as appropriate, to discuss the Company’s adoption and application of Staff Accounting Bullet No. 121 (“SAB 121”). Please specifically address the following: • Quantify the total population of cryptocurrency assets held in custody by either the Company or on behalf of the Company at each reporting period date; • Reconcile the total population in the bullet above to where it is currently reflected, if at all, in the Company’s financial statements; and • Tell us if the Company holds, or engages other parties to hold on their behalf, any other cryptocurrency assets for any other customers, third parties, related parties or entities that are not included in the consolidated financial statements. • For each type of cryptocurrency transaction (BM kiosk, BDCheckout, or directly by an OTC trade), please tell us the following: • Clarify at what…

11. Please correct the typographical errors in the share ownership table that relate to “sponsor and related party” and “private placement warrants” amounts.

4. We note your response to prior comment 16, which we reissue. Your response letter advises that you have updated related party information as of June 30, 2022. However, please note: ● Your disclosures must provide required related party information up to the date of the prospectus. Refer to Item 7.B of Form 20-F. ● Amounts outstanding with respect to related party transactions involving indebtedness must be disclosed as of the latest practicable date. See Item 7.B.2 of Form 20-F. Please tell us why June 30, 2022 is the latest practicable date you reference in your disclosures on page 75 regarding the outstanding loan agreement dated June 27, 2020 with Mr. Xusheng Niu and Mrs. Xiangtao Yao, and the outstanding 2021 and 2022 loans from Mr. Szuhao Huang.

4. We note your disclosure on page F-7 regarding Upland 858 LLC (Upland). It appears that at some point in early 2022 you considered Upland to be a variable interest entity (VIE) for which you were the primary beneficiary which resulted in consolidation of Upland. However, upon the assignment of an unsecured promissory note to related parties, you deconsolidated Upland stating a “variable interest no longer existed.” Also, it appears that the note assignment was executed as a transaction solely between Nature’s Miracle/Visiontech shareholders and Upland. In this regard: ● Tell us and disclose if Nature’s Miracle/Visiontech provided consent to surrender its right to directly collect such amounts due from Upland; ● Tell us and disclose Nature’s Miracle/Visiontech’s intention of collecting the loan amounts from their own shareholders; ● Tell us why the loan was assigned to your…

5. Revise Note 9 as well as your Critical Accounting Policies section on page 53 as well as your Related Party Transactions section on page 86 to clearly disclose how Algernon Neuroscience accounted for the acquisition of DMT Program. As part of your response, tell us how you considered and determined the extent to which both entities were subject to common control prior to the merger.

36. Please revise your disclosure related to the joint venture not being included in the historical financial statements to clarify that under US GAAP the financial results of the entire joint venture are not included in your financial statements and that the financial impacts of the joint venture recognized in Abacus and LMA’s financial statements are discussed in the related party transaction notes in the financial statements. Additionally, to the extent you believe the information is relevant and material for investors, please revise to simply disclose the revenue and net income of the joint venture for 2020 and 2021 as opposed to characterizing these amounts as potentially impacting the financial statements of Abacus and LMA. Please make revisions to similar disclosure in the Customers section on page 143 and ensure the amounts disclosed for revenue and net income on page 142 and…

1. Please clarify your disclosure regarding your significant customers for the fiscal year ended June 30, 2022. For example, you state that had two major third-party customers but then list four companies; you also identify VNET Group, Inc. and Diyixian.com Limited as a single third-party customer. Additionally, you disclose that you have entered into two separate agreements with Diyixian.com Limited but have filed only one of these agreements as an exhibit. Please tell us what consideration you gave to filing the other agreement as an exhibit. Similarly, please file the agreements with your related party customers, Macro Systems Limited and DataCube Research Center Limited, or explain why they are not required to be filed. Refer to Item 601(b)(10) of Regulation S-K. Finally, it appears that several agreements with your significant customers have expired or will terminate in 2022.…

3. Please disclose the combined beneficial interests of Inpixon and its related parties (including but not limited to Nadir Ali) in KINS Technology, including indirect ownership through KINS Capital based on their membership interests in Cardinal Venture Holdings which owns certain interests in KINS Capital.

10. The Funds . In Note 3 (Management Fee and Other Transactions with Affiliates) of the Notes to Financial Statements in the Annual Reports, please disclose in future filings how often related party fees are paid ( e.g. , monthly, quarterly, etc.).