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November
17, 2022

FOIA Confidential Treatment

Requested Under 17 C.F.R. § 200.83

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:

Stephen
Krikorian, Accounting Branch Chief

Morgan
Youngwood, Senior Staff Accountant

Re:
Arena Group Holdings, Inc.

Form
10-K for the fiscal year ended December 31, 2021

Filed
April 1, 2022

File
No. 001-12471

Ladies
and Gentlemen:

The
Arena Group Holdings, Inc. (“Arena,” the “Company,” “we,” “us” or “our”)
submits this letter in response to comments from the Staff (the “Staff”) in the Division of Corporation Finance at the Securities
and Exchange Commission (the “Commission”) dated November 9, 2022 (the “Comment Letter”) relating to the Company’s
Form 10-K for the fiscal year ended December 31, 2021.

The
Company respectfully requests confidential treatment for certain portions of this letter pursuant to Rule 83 promulgated by the Commission,
17 C.F.R. §200.83. This letter is accompanied by such request for confidential treatment because of the commercially sensitive nature
of the information discussed in this letter. A redacted letter will be filed on EDGAR, omitting the confidential information contained
in this letter.

Form
10-K for the fiscal year ended December 31, 2021

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 31

1. We
                                            note in your response to prior comment 1 of our letter dated August 19, 2022 that you state
                                            “Regarding subscription renewals, the Company tends to focus on total subscription
                                            revenue rather than the actual number of subscribers and renewal rates.” Please clarify
                                            how management uses the actual number of subscribers and renewal rates to manage and assess
                                            the performance of your business. Describe any known trends with respect to the actual number
                                            of subscribers and renewal rates that have had or are reasonably likely to have a material
                                            effect on revenue or income from continuing operations.

We
acknowledge the Staff’s comment and respectfully advise the Staff that the Company has two types of subscriptions: (i) digital
subscriptions, with theStreet.com counting for the majority of such subscriptions, and (ii) print subscriptions, with Sports Illustrated
magazine counting for the majority of such subscriptions. At theStreet.com, we have [***] products and [***], for a total
of [***] offerings. Following management changes in September 2021, we made a shift in editorial focus and began broadening theStreet.com’s
audience base by attracting more young users and female users. Overall, the number of monthly average page views increased significantly
because of these efforts. We developed new product offerings to cater to this influx of new users, but, as anticipated, we also saw a
decline in existing subscribers. These factors combined resulted in lower renewal rates, some of which related to departing subscribers
and some of which related to switching to other products. While our marketing teams look at individual product renewal rates to maximize
their marketing efficiency, management does not use aggregated renewal rates as a key performance indicator since it can prove to be
a misleading indicator of the health and trends of this component of our business. Likewise, we believe that gross subscriber numbers
do not provide significant insights into this aspect of our business and related trends, without knowing the pricing of the individual
products. Our management team focuses on the revenue generation from digital subscriptions as the best gauge of the trends and soundness
of the digital subscription business, rather than individual product metrics which are too detailed to be useful key performance indicators.

    [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter.

CONFIDENTIAL TREATMENT REQUESTED BY ARENA GROUP HOLDINGS, INC.

Publishers
have traditionally strived to grow subscribers, especially through outside agencies, even if incremental subscribers were generated at
a loss where the agency commissions exceeded the contract revenues. This was done because the subscriber count (the “Rate Base”)
could be sold to advertisers and the advertising income would offset the loss on the subscription sale. Advertisers relied on the Audit
Bureau of Circulation to confirm subscription counts for each publisher and demanded make-whole services (such as free ads) from the
publisher to compensate for shortfalls in the subscriber count. This increased the pressure on publishers to generate more subscribers.
However, as print advertising has been declining in recent years, this approach no longer supports a revenue generating business. As
a result, in contrast to how the publishing industry has managed subscriptions historically, we have taken a different approach to the
Sports Illustrated print business (“SI print business”). We have intentionally reduced the Rate Base from nearly [***]
subscribers in October of 2019 when we began operations of Sports Illustrated, to [***] in 2021 and [***] in 2022 by
eliminating low profit subscribers (i.e., where the agency commission is a significant portion of the sale price of the subscription).
This approach generated lower renewal rates, particularly with agency-generated subscribers, which in turn lowered the commissions paid
to such third-party agencies, as well as resulted in declining subscriber numbers. As such, management does not consider renewal rates
and subscriber numbers as key performance indicators as management believes those metrics would be misleading in properly evaluating
the performance of the SI print business and understanding its trends. We believe the true metrics of the SI print business are a function
of the print advertising and print subscription revenue and related print production expenses and subscription acquisition costs. In
our future periodic reports, we intend to enhance our MD&A disclosure to clarify how management uses these components in evaluating
the performance of our SI print business by including the following disclosure:

Total
print revenue [increased/decreased] by X, or P%, to Y in [current period] from Z in [prior period]. In evaluating the performance of
our print business, management focuses not only on the change in print revenue, but also on the difference between the print revenue
and the related print production expenses and subscription acquisition costs. The difference between these revenue and expense categories,
if positive, help offset expenses shared across both digital and print businesses such as content and editorial expenses and royalty
fees as well as general corporate overhead. For the fiscal year ended 2022 as compared to the prior period, we saw [an increase/decrease]
in the difference between the [revenue] and [expense categories] which was largely driven by [factors to be discussed].

Use
of Non-GAAP Financial Measures, page 35

2. In
                                            order to help us further evaluate your response to prior comment 2, please explain how you
                                            are “able to reasonably estimate the cost of a normal year’s compliance with
                                            Exchange Act reporting requirements related to periodic reports”. Describe how you
                                            were able to objectively make these estimates and indicate whether the adjustments for periodic
                                            filing expenses were in excess of the cost of a normal year’s compliance.

We
acknowledge the Staff’s comment and advise the staff that disclosure related to the estimate/accrual of cost for a normal year’s
compliance with our Exchange Act reporting requirements was intended to clarify that the adjustment for the “Catch-up periodic
reports” to our Adjusted EBITDA did not include any costs we incurred and accrued for our normal reporting requirements for fiscal
year 2021. The “Catch-up period reports” adjustment made to our Adjusted EBITDA, as reflected on page 45 of our Form 10-Q
for nine-month period ended September 30, 2022 filed with the Commission on November 9, 2022, was based on actual invoices received for
fiscal years 2018, 2019 and 2020 and fees actually incurred.

To
further clarify this point, in future filings we will revise the footnote to our Non-GAAP presentation related to professional and vendor
fees to reflect the explanation included in this response.

Item
15. Exhibits, Financial Statement Schedules, page 43

3. We
                                            continue to evaluate your response to prior comment 4 and may have additional comments.

We
acknowledge the Staff’s comment.

    [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter.

CONFIDENTIAL TREATMENT REQUESTED BY ARENA GROUP HOLDINGS, INC.

Consolidated
Financial Statements

Note
2. Summary of Significant Accounting Policies

Subscription
Acquisition Costs, page F-20

4. Your
                                            response to prior comment 5 indicates that you believe that the commissions paid on renewal
                                            are not commensurate with the initial commissions because the renewal commission is less
                                            than the amount paid for the initial contract. Please revise your disclosure to indicate
                                            how the initial commission is attributed to the amount of amortization expensed as each magazine
                                            is delivered. We refer you ASC 340-40-35-1.

Conclusion

We
acknowledge the Staff’s comment and respectfully advise the Staff that in accordance with the guidance in Accounting Standards
Codification (“ASC”) 340-40-35-1 and the Transition Resource Group (“TRG”) meeting agenda papers, we have
determined that: (1) each subscriber renewal contract is not a specifically anticipated future contract and therefore, the
amortization period should not consider any anticipated renewals; (2) although commissions paid on renewals are not commensurate
with the initial commissions paid, they could be deemed commensurate since the overall impact to the financial statements is immaterial;
and (3) given the subscriber’s right to cancel the contract at any time for a full refund of the unserved copies, the contract
term is on an issue-by-issue basis, and as such the amortization period of the initial and renewal commissions paid to the
subcontracted third-party should also be on an issue-by-issue basis over the initial term or renewal term, as appropriate (i.e.,
on a systematic basis consistent with the transfer to the customer of the goods to which the asset relates, in accordance with the accounting
guidance in ASC 340-40-35-1).

In
summary, we believe that our specific facts and circumstances justify the amortization of the commissions paid as described above
and that such amortization period is consistent with guidance in ASC 340-40-35-1. In arriving at this conclusion, we conducted the
following analysis and relied on the accounting guidance highlighted below. In addition to the relevant accounting
guidance, we have referred to the TRG meeting agenda papers No. 23 and No. 57 that summarize the potential implementation issues or questions
reported to the staff regarding incremental costs of obtaining a contract (No. 23) and capitalization and amortization of incremental
costs of obtaining a contract (No. 57).

Relevant
Accounting Guidance Regarding Anticipated Contract and Commensurate Commission

ASC
340-40-35-1 provides guidance on the systematic amortization of an asset recognized (i.e., the commission paid to our third-party agents)
in accordance with paragraph 340-40-25-5(a) for a contract or to an anticipated contract that the entity can specifically identify.

In
addition, TRG paper No. 23 states (refer to Issue
1b: What is the amortization period? in paragraphs 13 and 18) under View A, that an entity can amortize the commission paid for a
new customer contract over the original contract term and amortize each capitalized renewal amount over the respective renewal period
if the contract is not a specifically anticipated future contract. TRG paper No. 23 also notes (refer to paragraph 16) that View
A would be appropriate if the renewal commission were to be considered commensurate with the initial commission.

Analysis
of Anticipated Contract and Commensurate
Commission

In
regard to ASC 340-40-25-5(a) and View A, on the interpretation if the contract is not a specifically anticipated future
contract, we have determined that View A would be appropriate for us because our renewal rate is approximately [***] and therefore,
we concluded that the contract is not a specifically anticipated future contract and is not required in the evaluation of our amortization
period. In addition, the renewal efforts are led by the subcontracted third-party and not under our control.

Further
to our analysis above, TRG paper No. 57 (refer to Question 2a: How should an entity determine whether a sales commission relates to
goods or services to be transferred under a specific anticipated contract? in paragraph 35) states that: “Example 2 in paragraphs
340-40-55-5 through 55-9 illustrates a circumstance in which an entity pays a commission associated with an information technology outsourcing
arrangement. The initial contract term is five years and the contract is renewable for subsequent one-year periods. The entity’s
average customer term is 7 years. In this example, the entity amortizes the asset over seven years because it concludes that the asset
relates to the services transferred to the customer during the contract term of five years and the entity anticipates that the contract
will be renewed for two subsequent one-year periods.” In this regard, we determined that based on our specific fact and circumstances,
we do not have a contract with a renewal period but have a contract this is renewed through the subcontracted third-party agent as a
new contract with new terms, therefore, we do not have a specific anticipated contract as described in ASC 340-40-55-5 through 55-9.

In
regard to View A, where renewal commissions would be considered commensurate with the initial commissions, we note the difference between
the initial and renewal commissions vary by [***]. While technically not commensurate, we believe that this difference is not
material such that we would be required to recognize the amortization of the commissions paid over a period that includes the renewals
(i.e., a period longer than the initial contract term). The difference between the initial and renewal commission rates, although not
commensurate, is immaterial to our overall financial statement presentation. Further, our average commission rate on all subscriptions
for the first nine months of fiscal 2022 was [***] as compared to [***] in the same period for the prior year.

In
addition, we note TRG paper No. 23 states that “in some circumstances, if the renewal commission is less than the initial
commission, it might still be commensurate with the initial commission. This will depend on the specific facts and circumstances and,
therefore, judgement might be required.” In this regar