SecProbe.io

August 19, 2025
Matthew Edelman
Chief Executive Officer
Super League Enterprise, Inc.
2450 Colorado Avenue, Suite 100E
Santa Monica, CA 90404
Re:Super League Enterprise, Inc.
Registration Statement on Form S-3
Filed August 11, 2025
File No. 333-289463
Dear Matthew Edelman:
            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-3
Risk Factors
Shares of our preferred stock have certain approval rights with respect to issuances of
Common Stock..., page 8
1.You indicate that, although you are required to receive consent from the majority of
holders of each series of Series AA Convertible Preferred Stock prior to issuing the
shares of common stock that are being offered and sold in the current offering, you
intend to receive ratification from the Series AA Convertible Preferred after the
consummation of the offering. Please explain why you are not seeking such approval
before the offering. Provide your analysis of how not obtaining the required approval
before the issuance of the shares will impact the valid issuance of the shares being
registered and your ability to receive an opinion of counsel that the shares will, when
sold, be legally issued, fully paid and non-assessable.

August 19, 2025
Page 2
Shares of our preferred stock have certain approval rights with respect to incurring debt or
otherwise issuing debt securities..., page 8
2.Please clarify whether you were required to receive and did receive consents from the
Series AA and Series AAA preferred holders prior to issuing the 8% Senior Secured
Convertible Notes to Yield Point NY, LLC. If consents were required, please explain
why you did not seek such consents and whether it will impact the valid issuance of
the shares being registered upon conversion of the convertible notes.
We received a notice from Nasdaq that our common stock may be delisted from trading on
the Nasdaq Capital Market..., page 9
3.Please update your disclosure regarding the status of your non-compliancewith
Nasdaq Listing Rule 5550(b)(1), which requires the company to maintain a minimum
of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital
Market. Disclose the date you submitted your plan of compliance and whether you
have received a response from Nasdaq.
The Private Placement, page 13
4.You indicate that the convertible notes and warrants provide for anti-dilution
protection for issuances of common stock at a price per share less than the price equal
to the conversion price or exercise price, which is subject to shareholder
approval. Disclose whether the selling shareholder's sales under its equity line and
other warrants with the company fall within the provision. If so, disclose how the
selling shareholder's sales under its equity line and other warrants could decrease the
conversion and exercise prices of the convertible notes and warrants. Indicate whether
adjustments for sales under the equity line would include not only the discount of 8%
off the current market price, but also the 6% clearing costs payable to the selling
shareholder under the equity line. Disclose whether there is a floor price for the
conversion and exercise prices of the convertible notes and warrants and the
maximum amount of shares that may be issued upon conversion of the notes and
exercise of the warrants. Explain why you need to receive shareholder approval to
permit these adjustments. Discuss how not receiving shareholder approval may lead to
the selling shareholder not converting the convertible notes if the fixed conversion
price of $6.81 is higher than the market price and the resulting impact on the
company's liquidity and capital resources.

August 19, 2025
Page 3
            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 Kathleen Krebs at 202-551-3350 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jack Kennedy, Esq.