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Correspondence 0001641172-25-000023 from Aether Holdings, Inc. (ATHR)

Aether Holdings, Inc.
Date: March 19, 2025 · CIK: 0002026353 · Accession: 0001641172-25-000023

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File numbers found in text: 333-284081

Date
March 19, 2025
Author
By
Form
CORRESP
Company
Aether Holdings, Inc.

Letter

VIA EDGAR Division of Corporation Finance Office of Technology Attention: Aliya Ishmukhamedova Re: Aether Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 27, 2025 File No. 333-284081

Dear Ms. Ishmukhamedova:

Aether Holdings, Inc. (the " Company ," " Aether ," " we ," " our " or " us ") hereby transmits its response to the comment letter received from the staff (the " Staff ", " you " or " your ") of the U.S. Securities and Exchange Commission (the " Commission "), dated March 10, 2025, regarding the Company's Amendment No. 1 to its Registration Statement on Form S-1 (the " First Amendment ") filed with the Commission on February 27, 2025. Changes to the First Amendment have been incorporated into an Amendment No. 2 to Registration Statement on Form S-1 (the " Second Amendment "), which is being filed concurrently with the submission of this response letter.

For the Staff's convenience, we have repeated below the Staff's comment in bold and have followed each comment with the Company's response.

Amendment No. 1 to Registration Statement on Form S-1

Dilution, page 35

1. Please revise to state that you have a net tangible deficit rather than net tangible book value for the period presented.

We have revised the disclosures on page 35 of the Second Amendment in response to the Staff's comment.

***

We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Lawrence A. Rosenbloom, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

Sincerely,
By:
/s/
Nicolas Lin

Show Raw Text
CORRESP
 1
 filename1.htm

 AETHER
HOLDINGS, INC.

 1441
Broadway, 30 th Floor

 New
York, NY 10018

 VIA
EDGAR

 March
19, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
Aliya Ishmukhamedova

 Re:
Aether Holdings, Inc.

 Amendment
No. 1 to Registration Statement on Form S-1

 Filed
February 27, 2025

 File
No. 333-284081

 Dear
Ms. Ishmukhamedova:

 Aether
Holdings, Inc. (the " Company ," " Aether ," " we ," " our " or " us ")
hereby transmits its response to the comment letter received from the staff (the " Staff ", " you "
or " your ") of the U.S. Securities and Exchange Commission (the " Commission "), dated March 10, 2025,
regarding the Company's Amendment No. 1 to its Registration Statement on Form S-1 (the " First Amendment ") filed
with the Commission on February 27, 2025. Changes to the First Amendment have been incorporated into an Amendment No. 2 to Registration
Statement on Form S-1 (the " Second Amendment "), which is being filed concurrently with the submission of this response
letter.

 For
the Staff's convenience, we have repeated below the Staff's comment in bold and have followed each comment with the Company's
response.

 Amendment
No. 1 to Registration Statement on Form S-1

 Dilution,
page 35

 1.
 Please
 revise to state that you have a net tangible deficit rather than net tangible book value for the period presented.

 We
have revised the disclosures on page 35 of the Second Amendment in response to the Staff's comment.

 ***

 We
thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our
legal counsel, Lawrence A. Rosenbloom, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 By:
 /s/
 Nicolas Lin

 Name:

 Nicolas
 Lin

 Title:
 Chief
 Executive Officer

 cc:
Lawrence A. Rosenbloom, Esq.