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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

Date
Feb. 6, 2025
Author
Stanton E. Ross
Form
CORRESP
Company
KUSTOM ENTERTAINMENT, INC.

Letter

Digital Ally, Inc.

Marshall Drive

Lenexa, KS 66215

February 6, 2025

Via EDGAR

Jenny O’Shanick and Asia Timmons-Pierce

Division of Corporation Finance

Office of Manufacturing

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

Show Raw Text
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