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United States securities and exchange commission logo





                             April 13, 2023

       Henry Nisser
       President & General Counsel
       Ault Alliance, Inc.
       11411 Southern Highlands Pkwy #240
       Las Vegas, NV 89141

                                                        Re: Ault Alliance, Inc.
                                                            Schedule TO-I
                                                            Filed March 31,
2023
                                                            File No. 005-50273

       Dear Henry Nisser:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Schedule TO-I filed March 31,2023

       General

   1.                                                   Given that Common Stock
may only be tendered in increments of 200 shares, please
                                                        advise holders who wish
to participate but hold less than 200 shares what actions they can
                                                        take if they wish to
participate in the Offer.
   2.                                                   Given that if the Offer
is fully subscribed, 80% of the Company's outstanding Stock as of
                                                        March 28, 2023 will be
purchased, please advise why the Offer is not the first step in a
                                                        going-private
transaction subject to Exchange Act Rule 13e-3. We note that Rule 13e-
                                                        3(g)(2) does not appear
to be applicable to this transaction given that the Series H
                                                        Preferred Stock do not
have any voting rights (except as required by law) or the right to
                                                        any capital
appreciation. Please note that Exchange Act Rule 13e-3 applies to a
                                                        transaction that
independently may not constitute a Rule 13e-3 transaction but is effected
                                                           as a part, or in
furtherance, of    a series of transactions that, taken together, have a
                                                        reasonable likelihood
or purpose of producing the requisite effects. See
 Henry Nisser
FirstName   LastNameHenry  Nisser
Ault Alliance,  Inc.
Comapany
April       NameAult Alliance, Inc.
       13, 2023
April 213, 2023 Page 2
Page
FirstName LastName
         Question & Answer No. 4 of Exchange Act Release No. 34-17719 and In re
William A.
         Wilkerson and The Phoenix Group of Florida, Inc., Exchange Act Release
No. 34-
         48703. Furthermore, in the absence of an intent of producing or
facilitating the
         production of any of the effects specified in Rule 13e-3(a)(3)(ii), we
believe that the
         determination of whether the transaction is reasonably likely to
produce any of the
         requisite effects must be based in part upon consideration of    past,
current and planned
         transactions. In light of the foregoing, please advise us why the
Offer should not be
         deemed to constitute the first step in a series of transactions having
a    going private
         effect    within the meaning of Rule 13e-3(a)(3)(ii).
Disclaimer Regarding Forward-Looking Statements, page 1

3.       We note the statement in the first sentence that the materials contain
"forward-looking
         statements....that are subject to the safe harbors created under the
Securities Act of 1933
         and the Securities Exchange Act of 1934." The safe harbor provisions
of the Private
         Securities Litigation Reform Act do not apply to statements made in
connection with a
         tender offer. See Section 27A (b)(2)(c) of the Securities Act of 1933
and Section
         21E(b)(2)(c) of the Securities Exchange Act of 1934. Please revise or
delete the first
         sentence of this section accordingly. We also note the statement that
  [w]e undertake no
         obligation to update these forward-looking statements to reflect
events or circumstances
         occurring after the date of these Offer Documents.    Such statement
is inconsistent with
         the Company   s obligation to amend and promptly disseminate revised
information in the
         event that its existing disclosure materially changes. See Exchange
Act Rule 13e-4(c)(3),
         (d)(2) and (e)(3). Please revise such statement accordingly.
Expiration Date; Extensions; Amendments, page 17

4.       We note the following statement that the Company "expressly reserve[s]
the right to delay
         acceptance of any shares of Common Stock, to extend the Offer, or to
terminate the Offer
         and not accept the shares of Common Stock not previously tendered, in
each case in our
         sole discretion." We also note statements throughout the Offer to
Exchange that the
         Company may "terminate the Offer....for any...reason if we so elect."
Please advise how
         the Company's ability to terminate the Offer in its sole discretion,
unrelated to the
         triggering of a listed condition, does not render the Offer illusory
under Section 14(e) of
         the Exchange Act. Alternatively, please revise to state that the
Company may do so only
         upon the failure of one or more of the Offer conditions.
Conditions to the Completion of the Offer, page 23

5.       Refer to the condition listed in the fifth bullet point on page 23. A
tender offer may be
         conditioned on a variety of events and circumstances, provided that
they are not
         within the direct or indirect control of the Company. The conditions
also must be
         drafted with sufficient specificity to allow for objective
verification that the conditions
         have been satisfied. The disclosure in this bullet point includes the
term    threatened
         in describing an action. With a view towards revised disclosure,
please advise what is
 Henry Nisser
FirstName   LastNameHenry  Nisser
Ault Alliance,  Inc.
Comapany
April       NameAult Alliance, Inc.
       13, 2023
April 313, 2023 Page 3
Page
FirstName LastName
         meant by the term    threatened    and how it may be objectively
determinable. Refer to
         Question 101.01 of the Tender Offer Rules and Schedules Compliance and
Disclosure
         Interpretations (March 17, 2023).
6.       Refer to the condition listed in the sixth bullet point on page 23,
clauses (ii), (iv) and (vi)
         and our preceding comment. With a view towards disclosure, please
advise what is meant
         by, and quantify if possible, "any significant adverse change in the
price of securities
         generally in the United States or other major securities markets." In
addition, given recent
         events, revise to clarify what is meant by "any suspension of payments
with respect to
         banks in the United States." Specifically explain whether this
condition is triggered by a
         suspension of payments by one or more than one (specify how many)
banks in the United
         States. If this condition was triggered by recent events, please so
indicate and revise to
         explain how the Company intends to proceed. Finally, please advise if
clause (vi) has been
         triggered given the use of the phrase "indirectly involving the United
States" and if so,
         how the Company intends to proceed.
Historical and Unaudited Pro Forma Financial Data, page 50

7.       We note your Schedule TO incorporates by reference audited financial
statements for the
         years ended December 31, 2021 and 2020 but does not include audited
financial
         statements for the year ended December 31, 2022. The summarized
financial information
         included in the Offer to Exchange covers the same periods. Please
amend the Schedule
         TO to include audited financial statements for the year ended December
31, 2022. If such
         amendment will incorporate this financial information by reference
instead of disclosing it
         directly in the Schedule TO, the disclosure materials disseminated to
security holders must
         contain at least summarized financial information. Refer to Item 10 of
Schedule TO, Item
         1010 of Regulation M-A and telephone interpretation I.H.7 in the July
2001 supplement to
         our    Manual of Publicly Available Telephone Interpretations
available on the
         Commission   s website at
https://www.sec.gov/interps/telephone/phonesupplement3.htm.
         Additionally, please ensure sufficient time remains following
dissemination of the new
         disclosure materials for shareholders to evaluate the updated
financial information. See
         Exchange Act Rule 13e-4(c)(3), (d)(2), (e)(3) and footnote 70 to
Release No. 23421 (July
         11, 1986).
Incorporation of Documents by Reference, page 54

8.       We note that you attempt to incorporate by reference into the offer
document all filings
         made subsequent to the date of the Offer to Exchange and before the
expiration of the
         Offer. Schedule TO does not expressly authorize such "forward
incorporation by
         reference." Rather, General Instruction F of Schedule TO specifies how
you may
         incorporate by reference. Please revise.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
 Henry Nisser
Ault Alliance, Inc.
April 13, 2023
Page 4

      Please direct any questions to Michael Killoy at (202) 551-7576 or Perry
Hindin at (202)
551-3444.



FirstName LastNameHenry Nisser                            Sincerely,
Comapany NameAult Alliance, Inc.
                                                          Division of
Corporation Finance
April 13, 2023 Page 4                                     Office of Mergers &
Acquisitions
FirstName LastName
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