Correspondence 0001493152-25-005146 from KUSTOM ENTERTAINMENT, INC. (KUST)
KUSTOM ENTERTAINMENT, INC.
Date: Feb. 6, 2025 · CIK: 0001342958 · Accession: 0001493152-25-005146
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File numbers found in text: 333-284448
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CORRESP
1
filename1.htm
Digital
Ally, Inc.
14001
Marshall Drive
Lenexa,
KS 66215
February
6, 2025
Via
EDGAR
Jenny
O’Shanick and Asia Timmons-Pierce
Division
of Corporation Finance
Office
of Manufacturing
100
F Street, NE
Securities
and Exchange Commission
Washington,
D.C. 20549
Re:
Digital
Ally, Inc.
Registration
Statement on Form S-1
Filed
January 24, 2025
File
No. 333-284448
Ladies
and Gentlemen:
This
correspondence responds to the verbal comments received from the staff of the Securities and Exchange Commission (the “Staff”)
regarding the above-mentioned Registration Statement on Form S-1 filed on January 24, 2025 (the “Registration Statement”)
by Digital Ally, Inc. (the “Company”, “we”, “us” or “our”).
For convenience, the Staff’s comments are restated below in bold text, with the comments followed by our responses. We are concurrently
filing with this letter Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”).
Registration
Statement on Form S-1
General
1.
We
note that you incorporate information by reference into your registration statement. However, since you have not filed your Form
10-K for the fiscal year ended December 31, 2024, you are not eligible to incorporate by reference. See General Instruction VII.C
of Form S-1. Please amend the registration statement to either remove references to incorporation by reference or file your Form
10-K for the fiscal year ended December 31, 2024, and update accordingly.
Response:
In response to the Staff’s comment, we respectfully submit that we have removed references to incorporation by reference in Amendment
No. 1.
We
hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact
Joseph E. Segilia, Esq. at (212) 660-3027 or jsegilia@sullivanlaw.com.
Very
truly yours,
/s/
Stanton E. Ross
Stanton
E. Ross
Chairman
and Chief Executive Officer
Digital
Ally, Inc.
cc:
David
E. Danovitch, Esq., Sullivan & Worcester LLP
Joseph
E. Segilia, Esq., Sullivan & Worcester LLP
Aaron
M. Schleicher, Esq., Sullivan & Worcester LLP