Risk factors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

12. You disclose that Dr. Seah Kok Wah and Dr. Lim Kin Wan are directors and shareholders of See Unicorn Ventures Limited, owning 80% and 20% of voting power of See Unicorn Ventures Limited respectively. Please include this information in each of the officer’s biography. In light of each officer’s other positions, disclose how much time each of Dr. Seah Kok Wah and Dr. Lim Kin Wan devotes to the company. Include a risk factor that discusses any potential conflicts of interest arising from the business activities of your officers and directors.

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. Also revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a Securities and Exchange Commission March 31, 2023 Page 2 target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the…

79. Comment: The “Operation of the Lifetime Lapse Prevention Benefit” subsection on page 49 states this benefit will not apply if there is an Excess Loan. The definition of an Excess Loan suggests the policy will be deemed to have an Excess Loan where Cash Value has been exhausted, even if there is no Policy Loan Balance at all. Since the benefit only works to cover periodic charges that are in excess of Cash Value, it appears the benefit would work only one time to cover unpaid charges, unless more premium is paid in, since the next periodic charge will create an Excess Loan. Please clarify supplementally if this is the case and, if so, please note this here, in the Summary and in the Risk Factors section.

8. We note that you are now asking MCAF stockholders to adopt amendments to the existing charter that would allow MCAF to consummate the business combination even if MCAF has less than $5,000,001 in net tangible assets. Explain why you are asking stockholders to vote on this proposal now, as opposed to at an earlier time. Additionally, provide a discussion of the related risks for investors and the post-business combination company here and in the risk factors section. Please also include a Q&A on the NTA Requirement Amendment Proposal..

33. Your Risk Factors are over 40 pages long and contain disclosure that is dense, technical and includes embedded lists and long sentences that are difficult to follow. In 2020 the Commission adopted revisions to Item 105 of Regulation S-K that were designed to improve readability. (Release No. 34-89670 Aug. 26, 2020). Please review and revise your risk factor disclosure consistent with the Item requirements. March 30, 2023 Page 12

2. We note your representation on page 5, and beginning on page 123, that Angion and Elicio “intend” the merger to qualify as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Please revise your disclosure here and throughout to provide counsel’s firm opinion for each material tax consequence, including whether the Merger will qualify as a reorganization, or to explain why such opinion cannot be given. If the opinion is subject to uncertainty, please (1) provide an opinion that reflects the degree of uncertainty (e.g., “should” or “more likely than not”) and explains the facts or circumstances giving rise to the uncertainty, and (2) provide disclosure of the possible alternative tax consequences including risk factor and/or other appropriate disclosure setting forth the risks of uncertain tax treatment to investors.…

4. Staff’s comment : Please include a risk factor that describes the potential material effect on your shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction Act in August 2022. If applicable, include in your disclosure that the excise tax could reduce the trust account funds available to pay redemptions or that are available to the combined company following a de-SPAC. Describe the risks of the excise tax applying to redemptions in connection with: • liquidations that are not implemented to fall within the meaning of “complete liquidation” in Section 331 of the Internal Revenue Code, • extensions, depending on the timing of the extension relative to when the SPAC completes a de-SPAC or liquidates, and • de-SPACs, depending on the structure of the de-SPAC transaction. Also describe, if applicable, the risk that if existing SPAC investors elect to redeem…

5. Staff’s comment : Please revise the risk factor beginning on page 62 relating to possible CFIUS review. Please clearly disclose, if true, that your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.

1. We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.

4. Please fill in all blanks in the prospectus, except information that Rule 430A permits the registrant to exclude. For example, please disclose in the risk factor on page 39 the number of common shares that will be outstanding following the offering, and the number of authorized shares on page 120 under "Share Capital." In addition, we note that your disclosure on page 39 that you are authorized to issue up to 140,010,000 common shares, and your disclosure on page 120 with respect to your authorized share capital of $140,010,000, does not appear to be consistent with the Memorandum of Association filed as Exhibit 3.2. Please revise.

Comment 5: If unsponsored depositary receipts are part of the Fund’s principal investment strategies, please identify as such in the section entitled “Principal Investment Strategies.” Additionally, please enhance the risk disclosure to reflect specific, additional risks of unsponsored depositary receipts. Please consider adding some of the disclosure currently set forth in the corresponding risk factor in Item 9.

Comment 8: Please make the formatting of all risk factor headings consistent.

2. Disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price in the prospectus summary, risk factors, MD&A and use of proceeds section. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

3. Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors and other selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. We note you disclose that certain selling securityholders may receive up to approximately $14.8 million in the aggregate from sales of their shares, please revise to also address all other selling securityholders as well. Lastly, please include appropriate risk factor disclosure.

4. Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding.

2. To the extent that one or more of your officers or directors are located in China or Hong Kong, please include a separate Enforceability of Civil Liabilities section for the discussion of the enforcement risks related to civil liabilities due to your officers and directors being located in China or Hong Kong. Please identify each officer and/or director located in China or Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals. For example, revise to discuss more specifically the limitations on investors being able to effect service of process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and time constraints. Also, please disclose these risks in a separate risk factor.

3. Please disclose whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will affect your company. Please also update disclosures throughout, including under PCAOB Report on page 5 and in the Risk Factors, to include disclosure on the Consolidated Appropriations Act, 2023 amendment to the Holding Foreign Companies Accountable Act.

4. We note your risk factor in response to comment 3. Please describe in this risk factor your internal processes for how you determine, or will determine as you expand your business, whether particular crypto assets (including NFTs) are securities within the meaning of the U.S. federal securities laws. Please also clarify that such processes are risk-based assessments made by the company and are not a legal standard or binding on any regulatory body or court.

7. Please either revise the first risk factor on page 40 or provide aseparate risk factor discussing the material risks associated with the legal proceedings described in this section. Please see Item 503(c) of Regulation S-K.

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

2. We note the revisions to the cover page regarding the effectiveness of the Trial Administrative Measures going into effect March 31, 2023 and related filing procedures with the CSRC, as well as the inclusion of risk factor disclosure on the same topic. Please further revise this risk factor to address the risks to your entities, individuals who work with or control your entities and your investors, as well as any impact on this offering, should the company be required to complete filing procedures in connection with the Trial Administrative Measures and it is unable to do so or is unable to do so within the prescribed periods. In this regard, we note that such risks may include financial penalties, failure to list/remain listed, and risks to investors if you list prior to receiving CSRC approval. Disclose whether the offering is contingent on receipt of approval from the CSRC. You…

Comment : Arrange the information less in line with the format of the prospectus, e.g., move the risk factors near the end of the Supplement.

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an…

Comment 1: Please make the following revisions to the disclosure in the risk factor entitled “Equity Securities Risk”: “The Index is composed of ETFs , which issue, and may invest in , equity securities, such as common stock.”

Comment 4: Please summarize, in the disclosure provided pursuant to Item 4(b) of Form N-1A, the “Management Risk” risk factor described pursuant to Item 9(c).

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an…

Comment. For both Funds, please briefly disclose what Real Estate Mortgage Investment Conduits (“REMICs”) are. In addition, because there is no specific risk factor describing REMIC or Re-REMIC risks in the principal risks section, please confirm that risks of these instruments are described in the principal risk section, or add a risk factor for REMICs.

Comment: In the Risk Factors section, please reiterate the risk detailed above regarding the availability of Shield Options and surrender of the Contract.

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an…

2. We note your disclosure regarding the regulatory updates on February 17, 2023 and February 24, 2023. Please revise as follows: ● With respect to the Trial Measures, please elaborate on the type of sanctions that you might be subject to (quantify such sanctions if possible) and disclose who and/or which entity(ies) would be subject to such sanctions. ● Please disclose whether your offering is effectively contingent upon complying with the Trial Measures and receiving CSRC approval. If it is not, please explain the consequences of listing and being declared effective and then subsequently failing to comply with the Trial Measures and/or being denied CSRC approval. Please revise to quantify any fines, penalties, or sanctions, and clarify who or which entity(ies) would be subject to such fines, penalties, or sanctions. If delisting is a potential consequence, please revise to state as…

1. Please expand your risk factor and highlight at the forefront of the proxy statement to clearly discuss the impact that the trust falling below $5,000,001 would have upon your listing on Nasdaq. In this regard, we note that if the amount in the trust falls below $5,000,001 as a result of redemptions, the company would likely no longer meet the Nasdaq listing standards. At that point it is possible the company would become a penny stock. Please provide clear disclosure that removal of this provision could result in your securities falling within the definition of penny stock and clearly discuss the risk to the company and investors if your securities were to fall within the definition of penny stock.

2. Given the risks of doing business in China, please revise the cover page to disclose that the majority of your officers and directors having significant ties with China may make you a less attractive partner to a non-China-based target company than a non-China based SPAC. Please disclose that this may therefore limit the pool of acquisition candidates and make it harder for you to complete an initial business combination with a non-China- based target company. Specifically discuss the impact this could have upon your search for an initial business combination. Please also state this in the bulleted risks on page 30 and under an appropriate caption in your Risk Factors.

9. Please revise the heading of, and disclosure in, this risk factor to also discuss the risk that you may face a high level of competition from other special purpose acquisition companies in searching for business combination transaction candidates. Also disclose that the competition you face in searching for a combination candidate may impact the attractiveness of the acquisition terms that you will be able to negotiate.

10. To the extent applicable, please revise to expand this risk factor to disclose that the excise tax could reduce the trust account funds available to pay redemptions or that are available to the combined company following a de-SPAC, and to describe the risks of the excise tax applying to redemptions in connection with liquidations that are not implemented to fall within the meaning of “complete liquidation” in Section 331 of the Internal Revenue Code. Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of the excise tax.

12. Please expand your risk factor to also highlight the risk that the Chinese government may intervene or influence your post-combination operations at any time, which could result in a material change in such operations and/or the value of the securities you are registering. Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that any such action could significantly limit or completely hinder the ability of the post-combination company to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

13. We refer to your disclosure that certain of your directors and officers are nationals and/or residents of China (and Hong Kong). Please identify each such officer and/or director located in China or Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals. For example, revise to discuss more specifically the limitations on investors being able to effect service of process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and time constraints. Also, please revise the second risk factor on page 54 to specifically address this risk.

16. Your sponsor has members who are non-U.S. persons. Please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the…

5. We note your response to comment 5 and reissue in part. Please amend your disclosure in the summary risk factors section to state that, to the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer cash.

9. We note your updated disclosure in this risk factor to address that funds in the PRC/Hong Kong may not be available for use outside of the PRC/Hong Kong. Please update the risk factor heading to better reflect both the currency exchange risk and capital movement risk.

2. We note your response to comment 11 in our January 20, 2023 letter indicating that you had no exposure to recent bankruptcies and crypto market disruptions. In light of more recent events, including those related to Voyager Digital, Genesis, BlockFi, and Silvergate Capital, please tell us whether you have any material exposure and revise as appropriate. In addition, revise the fourth risk factor on page 22 to specify whether or not you have experienced any issues with banks or other financial institutions as discussed generally in the risk factor.

5. In the risk factors relating to below-invest grade securities it states, “the ETFs held by the trust invest in bonds that are rated below investment-grade.” Additionally, in the risk factor relating to bond ratings it states, “Certain Closed-End Funds and the ETFs held by the trust may invest in bonds that are rated as investment-grade by only one rating agency.” Please clarify whether the Closed-End Funds and ETFs may invest in other types of securities other than bonds that may be rated investment-grade by only one rating agency or below investment-grade .

7. We note that the resale offering may proceed whether or not the company’s shares are approved for listed on Nasdaq, in which case the primary underwritten offering will not occur, and alternatively, if the shares are listed on Nasdaq may proceed prior to the closing of the Primary prospectus do not address all of the potential implications of these two scenarios. For instance, in the event the company’s shares are not listed on Nasdaq and the company is quoted on the Pink markets, the resale offering must remain at a fixed price for the duration of the offering. In addition, the number of shares reflected in the Offering Summary on page Alt-9 does not reflect the two potential outcomes (with the primary offering closing and without). Please revise the alternate pages, adding pages where required, to reflect the implications of each potential outcome. Specifically, ensure you include…