SecProbe.io

CORRESP
1
filename1.htm

VIA
EDGAR

May
29, 2026

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Aether
    Holdings, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-296182

Acceleration
Request

    Requested
    Date:
    June
    2, 2026

    Requested
    Time:
    4:00
    p.m., Eastern Time

Mr.
Jeff Kauten:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Aether Holdings, Inc. (the “Company”) hereby
requests the Securities and Exchange Commission take appropriate action to cause the above-referenced registration statement (the “Registration
Statement”) to become effective on June 2, 2026, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or
our outside counsel, Venable LLP, request by telephone that such Registration Statement be declared effective at some other time. In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Venable LLP, by calling William Haddad at
(212) 503-9812 or, in his absence, Arif Soto at (212) 503-0874.

    Very
    truly yours,

    AETHER
    HOLDINGS, INC.

    By:
    /s/
    Nicolas Lin

    Name:
    Nicolas
    Lin

    Title:
    Chief
    Executive Officer

    cc:
    William
    Haddad, Venable LLP

    Arif
    Soto, Venable LLP

May 28, 2026
Nicolas Lin
Chief Executive Officer
Aether Holdings, Inc.
110 Charlton Street, Unit RET B
New York, NY 10014
Re: Aether Holdings, Inc.
Registration Statement on Form S-3
Filed May 22, 2026
File No. 333-296182
Dear Nicolas Lin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten at 202-551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: William Haddad

CORRESP
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 filename1.htm

 April
7, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
Nicholas O'Leary

 Attention:

 Aliya
 Ishmukhamedova

 Jeff
 Kauten

 Claire
 DeLabar

 Robert
 Littlepage

 Re:
 Aether
 Holdings, Inc.

 Registration
 Statement on Form S-1

 Initially
 filed December 30, 2024, as amended

 File
 No. 333-284081

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), we, as
representatives of the underwriters of the proposed initial public offering of securities of Aether Holdings, Inc. (the "Company"),
hereby join the Company's request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated
so that it will be declared effective at 4:30 p.m., Eastern Time, on Wednesday, April 9, 2025, or at such later time as the Company or
its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

 Pursuant
to Rule 460 under the Securities Act, we, as representatives of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

 [Remainder
of Page Intentionally Left Blank]

 Very
 truly yours,

 The
 Benchmark Company, LLC

 By:
 /s/
 Michael S. Jacobs

 Name:
 Michael S. Jacobs

 Title:
 Head of Equity Capital
 Markets

 Axiom
 Capital Management, Inc.

 By:
 /s/Liam
 Dalton

 Name:
 Liam
 Dalton

 Title:

 Chief
 Executive Officer

 cc:
 Richard A. Friedman, Sheppard, Mullin, Richter &
 Hampton LLP

 Ellenoff Grossman & Schole LLP

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 AETHER HOLDINGS INC.

 1441 Broadway, 30 th Floor

 New York, New York 10018

 April 7, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Aliya Ishmukhamedova

 Jeff Kauten

 Claire DeLabar

 Robert Littlepage

 Re:
 Aether Holdings, Inc.

 Registration Statement on Form S-1

 Initially filed December 30, 2024, as amended

 File No. 333-284081

 Ladies and
Gentlemen:

 Pursuant to Rule
461 under the Securities Act of 1933, as amended, Aether Holdings, Inc., hereby requests acceleration of effectiveness of the above referenced
Registration Statement on Form S-1 so that it will become effective at 4:30 p.m., Eastern Time, on Wednesday, April 9, 2025 (the " Effective
Time "). The Company hereby grants to each of Richard I. Anslow, Esq. and Lawrence A. Rosenbloom, Esq. of Ellenoff Grossman
& Schole LLP the authority to communicate to the staff of the U.S. Securities and Exchange Commission one or more requests for any
potential deferral of the Effective Time.

 Very truly yours,

 /s/ Nicolas Lin

 Nicolas Lin

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
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 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 10, 2025

Nicolas Lin
Chief Executive Officer
Aether Holdings, Inc.
1441 Broadway, 30th Floor
New York, NY 10018

 Re: Aether Holdings, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed February 27, 2025
 File No. 333-284081
Dear Nicolas Lin:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

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.
 March 10, 2025
Page 2

 Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at
202-551-3361
if you have questions regarding comments on the financial statements and
related
matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at
202-551-
3447 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Lawrence A. Rosenbloom, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

AETHER
HOLDINGS, INC.

1441
Broadway, 30th Floor

New
York, NY 10018

VIA
EDGAR

December
30, 2024

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. 2 to Draft Registration Statement on Form S-1

Submitted
October 18, 2024

CIK
No. 0002026353

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 November 4,
2024, regarding the Company’s Second Amended Draft Registration Statement on Form S-1 (the “Second Amended DRS”)
submitted to the Commission on October 18, 2024. Changes to the Second Amended DRS have been incorporated into a Registration Statement
on Form S-1 (the “Registration Statement”), which is being submitted 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. 2 to Draft Registration Statement on Form S-1

Management’s
Discussion and Analysis of financial Condition and Results of Operations

Free
Subscribers, page 41

 1. Please
                                            expand the discussion of the decrease in the number of free subscribers in the third
quarter ended June 30, 2024 to explain the reasons for the significant decrease to only 216 free subscribers compared to the
comparative quarter or the first and second quarters of fiscal 2024. Please address any trends in fiscal 2024 that might be
indicated by the free subscriber decline in the third quarter.

We
have revised the disclosures on page 40 of the Registration Statement in response to the Staff’s comment.

Business

Government
Regulation, page 65

 2. Please
                                            expand on your response to prior comment 1 to clarify whether the analysis presented with respect to the Company’s “financial research products” addresses all of the Company’s products,
including the products described on pages 55-56 of the prospectus as “Data & Technology services” and “Actionable
Strategies.” To the extent that the provided analysis does not also apply with respect to these products, please supplement your
response to discuss whether the Company believes that these products do not cause the Company to meet the definition of an investment
adviser for some other reason—and why.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that all of Aether’s products, including the
Company’s “Data Technology services” and “Actionable Strategies,” are provided in conformance with the
“publisher’s exclusion” from the definition of “investment adviser” under Section 202(a)(11)(D) of the
Investment Advisers Act of 1940, as amended (the “Advisers Act”), as interpreted by legal precedent and SEC staff guidance.

In
order to maintain Aether’s qualification for the publisher’s exclusion, its product offerings must be: (1) of a general and
impersonal nature, in that the research provided is not adapted to any specific portfolio or any client’s particular needs; (2)
“bona fide” or genuine, in that it contains disinterested commentary and analysis as opposed to promotional material; and
(3) of general and regular circulation, in that it is not timed to specific market activity or to events affecting, or having the ability
to affect, the securities industry.

The
United States Supreme Court in Lowe v. Securities and Exchange Commission, 472 U.S. 181 (1985), held that a publisher of
advice concerning securities, even where that advice consisted of specific recommendations to buy, sell, or hold particular securities,
is entitled to rely on the publisher’s exclusion where the publisher does not offer individualized advice tailored to any specific
portfolio or to any client’s particular needs. As long as communications between the publisher and its subscribers remain entirely
impersonal and do not develop into the kind of fiduciary relationships that are characteristic of investment adviser-client relationships,
the Lowe court held that such products and publications presumptively fall within the exclusion and thus the publisher
is not subject to registration under the Advisers Act.

The
Company’s “Data Technology services” financial research products do not fit the definition of an investment adviser
as described above. The Data and Technology services Aether offers to its subscribers are of a general and impersonal nature and are
not individualized or tailored to any subscriber’s particular needs. Aether does not collect any information from its Users regarding
their portfolio or investment needs. Aether only collects the information typically required to facilitate a subscription, such as the
User’s email address and billing information. Users are provided with prepackaged, user-agnostic chart indicators, models, and
strategies which Users can customize and amend for use in developing their own self-directed trading ideas. For example, Aether’s
Data and Technology services product, DataEdge API, provides institutional Users access to raw data sets which include sentiment, seasonality,
and quantitative trading research and analytics databases which are not adapted to any individual client’s needs. Rather, the purpose
of the solution is to provide data that clients can selectively integrate into their chosen software platform and programming language.
The Indicators and Charts offering allows users to select from over 3,000 sentiment, breadth, and seasonality indicators and charts and
does not filter or curate indicators or charts based on a User’s portfolio or specific needs. Lastly, the purpose of the Backtest
Engine is to provide Users with a tool to test their trading ideas without the need to code their own program. The Backtest Engine is
not tailored to any particular user on a bespoke basis. Rather, the Backtest Engine makes available self-directed customization options
which the User can manipulate to test their trading ideas in a historical context. Aether’s Data and Technology services are a
genuine publication, providing disinterested and impersonal commentary and analysis to its subscribers. Aether does not maintain any
financial interests in the purchase or sale of any security covered on its platform. None of the Data and Technology services recommend
any particular security or list of securities; rather, the Data and Technology services provide tools and information which allow Users
to review their independently developed trading strategies and conduct their own independent analysis. Aether publishes its Data Technology
services on its website on a routine or periodic basis, and the publication is not timed to specific market activity or to events having
the ability to effect the securities industry. Updates to the services, such as new indicators and models, are routinely published and
made generally available to Users. The Data Technology services and the associated updates are not “pushed” to Users, but
rather are made generally available for Users to “pull” from as they desire for their individual designs and purposes. The
updates are intended not to influence market activity but rather to improve the platform’s functionality, add additional lenses
for self-directed analysis, and enhance the User experience.

The
Company’s “Actionable Strategies” financial research products do not fit the definition of an investment adviser as
described above. The Actionable Strategies products Aether offers to its subscribers are of a general and impersonal nature and are not
individualized or tailored to any subscriber’s particular needs. The Company does not collect information regarding a User’s
portfolio or tailor the product offering to a particular User’s needs. Aether only collects the information typically required
to facilitate a subscription, such as a User’s email address and billing information. Aether provides all Users within a particular
subscription tier with the same prepackaged tools and strategies, which Users select from, customize, and can choose to use to form their
own self-directed investment strategies. Aether’s Actionable Strategies financial research offerings are genuine publications,
providing disinterested and impersonal commentary and analysis to subscribers. The Company does not maintain a financial interest in
recommending the purchase or sale of any specific security. The Company’s “Actionable Strategies” products are general
in nature and do not recommend the purchase or sale of any security. For example, the Macro Index Trading Strategies encompass 21 distinct
models which allow Users to review baseline models designed around various market conditions and use these models as they see fit to
adapt or alter their own strategies. Aether publishes its Actionable Strategies on its website on a routine or periodic basis, and the
publication is not timed to specific market activity or to events having the ability to effect the securities industry. As with Aether’s
Data and Technology services, the publishing of Aether’s Actionable Strategies products is not timed to specific market activity.
Updates to the services, such as new indicators and models, are routinely published and made generally available to Users. The Actionable
Strategies products and their associated updates are not “pushed” to Users, but rather are made generally available for Users
to “pull” from as they desire for their individual designs and purposes.

As
a result, we believe Aether’s financial research products are provided in conformance with the requirements of the “publisher’s
exclusion” from the definition of “investment adviser” under Section 202(a)(11)(D) of the Advisers Act, as interpreted
by legal precedent and SEC staff guidance. The Company has revised the disclosure in the “Business” section on pages 47 -
59 of the Registration Statement accordingly.

***

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.

November 4, 2024
Nicolas Lin
Chief Executive Officer
Aether Holdings, Inc.
1441 Broadway, 30th Floor
New York, NY 10018
Re:Aether Holdings, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted October 18, 2024
CIK No. 0002026353
Dear Nicolas Lin:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 26, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of financial Condition and Results of Operations
Free Subscribers, page 41
1.Please expand the discussion of the decrease in the number of free subscribers in the
third quarter ended June 30, 2024 to explain the reasons for the significant decrease to
only 216 free subscribers compared to the comparative quarter or the first and second
quarters of fiscal 2024. Please address any trends in fiscal 2024 that might be
indicated by the free subscriber decline in the third quarter.

November 4, 2024
Page 2
Business
Government Regulation, page 65
2.Please expand on your response to prior comment 1 to clarify whether the analysis
presented with respect to the Company’s “financial research products” addresses all of
the Company’s products, including the products described on pages 55-56 of the
prospectus as “Data & Technology services” and “Actionable Strategies.” To the
extent that the provided analysis does not also apply with respect to these products,
please supplement your response to discuss whether the Company believes that these
products do not cause the Company to meet the definition of an investment adviser for
some other reason—and why.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related
matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at 202-551-
3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence A. Rosenbloom, Esq.

August 26, 2024
Nicolas Lin
Chief Executive Officer
Aether Holdings, Inc.
1441 Broadway, 30th Floor,
New York, NY 10018
Re:Aether Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Filed August 12, 2024
File No. 377-07312
Dear Nicolas Lin:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Business
Government Regulation, page 65
1.You note in your filing that the Company relies upon the “publisher’s exclusion” from the
definition of an investment adviser under section 202(a)(11)(D) of the Investment
Advisers Act of 1940. Please provide a detailed legal analysis regarding how the
Company’s activities fit within this exclusion under the Advisers Act. In addition, please
provide a detailed explanation of how the Company’s activities are of a general and
impersonal nature, including how individualized the Company’s services and tools are for
its clients.

August 26, 2024
Page 2
Executive Compensation
Employment Arrangements with our Executive Officers, page 71
2.Please file the employment agreement with Hao Hu as an exhibit to your registration
statement. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
Financial Statements
Note 1 - Description of Business and Organization
Reorganization, page F-7
3.Please explain to us your basis for referring to Elixir Technology Inc. and Greentown
Investments Corporation Limited collectively as the “Controlling Shareholders” and
clarify your disclosures here and on page F-27. In this regard, it appears only Elixir
Technology Inc. held a controlling interest in Sundial Capital Research Inc. With a view
towards expanded disclosure, tell us of any relationships between Elixir and Greentown
and if these entities were under common control.
4.We note, as a result of the reorganization, Elixir's ownership interest decreased from a
77% controlling interest in Sundial to a 49% interest in the Company. Please provide us
an analysis in support of your conclusion that Aether Holdings, Inc.’s acquisition
of Sundial Capital Research Inc. should be accounted for as a reorganization and not a
business acquisition. In this regard, please explain:
•the business purpose of the reorganization;
•why Elixir was willing to give up control of Sundial;
•if any consideration, other than shares in the Company, was paid to Elixir; and
•all details of the transaction including any pre-existing relationships among the
parties. Provide references to the accounting literature in support for your
accounting.
5.To avoid confusion, please consider referring to Sundial Capital Research Inc. as
"Sundial" rather than the “Transferred Entity.”
Note 8 - Equity
D) Reorganization, page F-16
6.Please clarify why you disclose "[o]n August 25, 2023, Sundial had a total of 1,300 shares
of common stock outstanding. Greentown Investments Corporation Limited
(“Greentown”) owned 300 shares, and Elixir Technology Inc. (“Elixir”) owned 1,000
shares, together constituting 100% of the Sundial Shares." We note Elixir acquired 1000
shares in 2021 followed by purchases of 428 shares and an issuance of 300 shares.
7.In light of the August 25, 2023 issuance of 2,850,000 founder shares to Up and Up
Ventures Limited, apparently the initial capitalization of the Company, it is unclear why
you disclose under Reorganization, "[t]his resulted in an aggregate exchange of all the
Sundial Shares for 6,650,000 shares of the Company’s Common Stock (the “AETH
Shares”), constituting 100% of the total outstanding shares of the Company’s Common
Stock." Please explain to us why this did not result in 9,500,000 shares outstanding and
clarify your disclosure.

August 26, 2024
Page 3
Note 15 - Subsequent Events, page F-39
8.Refer to disclosure on page 73 regarding the employment agreement with your Chief
Technical Officer, Hao Hu, for a nominal salary of $10 per year with a discretionary
bonus to be determined by the Board of Directors. Please expand the disclosure on pages
44, 46, 49, 51, F-21 and F-39 to address this arrangement and describe the methodology
the board will use to determine his bonus in future periods along with your disclosure of
the amounts that could be determined based on other employment agreements.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence A. Rosenbloom, Esq.

July 25, 2024
Nicolas Lin
Chief Executive Officer
Aether Holdings, Inc.
1441 Broadway, 30th Floor,
New York, NY 10018
Re:Aether Holdings, Inc.
Draft Registration Statement on Form S-1
Filed June 28, 2024
File No. 377-07312
Dear Nicolas Lin:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise to include a brief description of the Representative's Warrants. Refer to Item
501(b)(2) of Regulation S-K.
Risk Factors
Risks Related to Our Business, Strategy and Industry, page 10
2.We note that your Chief Financial Officer is engaged through a consulting agreement and
may allocate his time to other businesses. Please include an appropriately captioned risk
factor to discuss, if true, that your CFO serves in his position on a part- time basis and/or
otherwise clarify the number of hours he has agreed to dedicate to the business affairs of
your company. To the extent material, please also identify and describe any potential
conflicts of interest that exist, or may exist, as a result of your executive officer's outside
business relationships.

July 25, 2024
Page 2
Cautionary Note Regarding Forward-Looking Statements, page 33
3.Please note that reliance upon the safe harbor protections for forward-looking statements
under the Private Securities Litigation Reform Act is not permitted in initial public
offerings.  See Section 27A of the Securities Act of 1933.  Please either delete any
references to the safe harbor for forward-looking statements or make clear that the safe
harbor does not apply to this offering.
Business
Our Industry and Market Opportunity, page 53
4.Please disclose the source of your statements regarding the growth of global AI in the
fintech market.
2024 Equity Incentive Plan, page 74
5.Please clarify the effective date of the 2024 Equity Incentive plan. On page 77, you
disclose the plan became effective in May 2024, while on page 7 you disclose it will
become effective as of the closing of this offering. Additionally, expand your disclosure
to include a general description of the formula or criteria to be applied in determining the
awards and the vesting schedule. Describe any performance-based conditions and any
other material conditions that are applicable to awards under the plan.
Executive Compensation
Compensation of Directors, page 74
6.Please file the agreements with Mr. Lin and Ms. Wu to serve as members of the board of
directors as exhibits to your registration statement. Refer to Item 601(b)(10)(ii)(A) of
Regulation S-K.
Condensed Consolidated Statements of Changes in Shareholders' Equity, page F-4
7.We note on page F-15 that 300 shares of Sundial were issued to Mr. Hu for a total of
compensation of $351,562. Please disclose the number of shares of Aether, adjusted for
the reorganization, that were issued to Mr. Hu. Please expand the disclosure in Note 8(b)
to include the number of shares of Aether that were issued in exchange for the 300 shares
of Sundial.
Financial Statements - March 31, 2024 and 2023
Note 1 - Description of Business and Organization
Reorganization, page F-7
8.Disclose here and elsewhere, as applicable, the details Elixir's purchase of the equity of
the Transferred Entity including the form and value of the purchase consideration and
your accounting for the purchase.

Note 6 - Prepaid Expenses, page F-14
9.We note that Other Prepaid Expenses as of March 31, 2024 is $75,785. Please expand the
disclosure to state separately, in the balance sheet or in a note thereto, any significant
items included in this balance.

July 25, 2024
Page 3
Note 8 - Equity, page F-15
10.Please expand the disclosure to include the number of shares and amount per share issued
to Wuyao.
11.Disclose the purpose and accounting for the Company's issuance of 2,850,000 shares of
Common Stock to Up and Up Ventures Limited, which we note is controlled by a director
of the Company. Also, disclose the nature and value of the consideration received for
the shares.
Note 11 - Income Taxes, page F-38
12.Please expand the disclosure to address all disclosures required pursuant to ASC 740-10-
50, including the amount of valuation allowance and changes to the valuation allowance
for all periods presented and amounts and expiration dates of operating loss and tax credit
carryforwards for tax purposes.
Note 14 - Subsequent Events, page F-39
13.We note you did not incur any executive compensation expense in the fiscal years ended
September 30, 2023 and 2022. We also note that in March and April 2024 you entered
into employment agreements with the CEO and CSO for $60,000/year each and you
entered into a consulting agreement for CFO services at an hourly rate of
$300/hour. Since your historical financial statements do not include compensation at fair
market levels, please provide quantified disclosure of the significant compensation
arrangements with related parties that resulted in below market compensation expense for
the audited and interim periods presented. Also, since your historical financial statements
reflect compensation that will be materially different from the compensation expense
expected after the offering or in the future, disclose the salary commitments and pro
forma data for the latest year and interim period along with additional disclosure in the
MD&A discussion of liquidity.
Exhibits
14.Please file the consents of Messrs. Molander, Mandel, and Murphy as exhibits to your
registration statement. Refer to Securities Act Rule 438.
General
15.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

July 25, 2024
Page 4
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence A. Rosenbloom, Esq.