<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                            August 23, 2024

William Horne
Chief Executive Officer
Ault Alliance, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, Nevada 89141

       Re: Ault Alliance, Inc.
           Registration Statement on Form S-1
           Filed July 30, 2024
           File No. 333-281109
Dear William Horne:

     We have conducted a limited review of your registration statement and have
the following
comments.

       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.

Registration Statement on Form S-1 filed July 30, 2024
Company Overview, page 1

1.     We note that BNC will offer Nile Tokens and Nile Coins. We also note
that BNC will
       offer virtual goods such as virtual real estate and digital art. We have
the following
       comments with respect to these items to be distributed by BNC:
           Please provide a materially complete description of the digital
assets, including their
           purpose, terms, characteristics, minting, distribution, custody, and
transferability, as
           well as the availability of secondary markets. Please disclose
whether there are any
           rights, services, or other benefits to which holders of the digital
assets may be
           entitled, whether within the metaverse/gaming platform or otherwise.
Please
           specifically address the company   s roles and, to the extent
applicable, the roles of
           third parties.
           Please supplementally provide us with the company   s legal analysis
as to whether the
           digital assets are securities under Section 2(a)(1) of the
Securities Act of 1933. Your
 August 23, 2024
Page 2

           analysis should address not only the digital assets themselves but
also the operation of
           the platform through which they are minted and the development and
operation of the
           metaverse.
             To the extent that third parties will be able to mint the digital
assets, please describe
           the internal processes you will establish to determine whether such
digital assets are
           securities as defined in the Securities Act of 1933. Please also
describe the internal
           processes you will establish to ensure that you are not
facilitating, or causing you to
           engage in, transactions in unregistered securities.
             Please tell us whether you will mint any of your own digital
assets. Please identify the
           blockchain network on which the digital assets will be minted. To
the extent it will be
           a third-party network, please describe the network and the risks and
challenges related
           to relying on a third-party network.
             Please describe any and all applicable laws and regulations
relating to the minting and
           distribution of the digital assets.
             Please describe the risks relating to holding the digital assets,
including any risks and
           challenges related to the storage or custody of the digital assets
and the use of
           wallets.
Risk Factors, page 15

2.     We note your disclosure on page 66 of your annual report filed April 16,
2024 that the
       legal test for determining whether a given digital asset is a security
may "evolve over
       time" and that "the SEC's views in this area have evolved over time."
This disclosure is
       not appropriate in light of legal tests well-established by U.S. Supreme
Court case law and
       Commission and staff reports, orders, and statements that provide
guidance on when a
       crypto asset may be a security for the purposes of the U.S federal
securities law. Please
       include this risk factor disclosure in an amendment to this S-1 and
revise accordingly.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Erin Donahue at 202-551-6063 or Erin Purnell at
202-551-3454 with
any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Manufacturing
</TEXT>
</DOCUMENT>
