SEC Form RW filed by Ault Alliance Inc.

Via EDGAR

August 8, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Ault Alliance, Inc., f/k/a BitNile Holdings, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of its Registration Statement on Form S-3 (File No. 333-262350), together with all exhibits and amendments thereto (collectively, the “Registration Statement”). The Registration Statement was originally filed with the Commission on January 26, 2022, amended on April 27, 2022, September 1, 2022, January 23, 2023 and September 13, 2023, but was never declared effective by the Commission.

The Registration Statement was a registration statement filed in order to register for resale up to 17,519,462 of the Registrant’s common stock underlying previously issued warrants (collectively, the “Securities”).

The Registrant no longer intends to register any Securities because all Securities have since the original filing on January 26, 2022 become eligible for resale under Rule 144 of the Securities Act. Because the potential sale of Securities that were never in fact registered under the Registration Statement did not and will not occur, the Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act. The Registrant confirms that no Securities have been sold or will be sold pursuant to the Registration Statement.

The Registrant requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.

If you have any questions with respect to this matter, please contact the undersigned at (646) 650-5044 or Kenneth Schlesinger at (212) 451-2252.