SecProbe.io

Mail Stop 3 561      June 8, 201 6

Paul K. Danner, III
Chief Executive Officer
Alliance MMA , Inc.
590 Madison Avenue, 21st Floor
New York, NY 10022

Re: Alliance MMA,  Inc.
Draft Registration Statement on Form S -1
Submitted May 12, 2016
 CIK No. 00016 74227

Dear Mr. Danner :

We have reviewed your draft registration statement  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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe  our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that  you, or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

2. Prior to printing and distribution of the preliminary prospectus , please provide us mock -
ups of any pages that include any additional pictures or graphics to be presented.
Accompany ing captions, if any, should also be provided.  We may have comments after
reviewing the materials.

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 2

 Prospectus Cover Page

3. Please tell us  whether you intend to circulate a preliminary prospectus, and tell us when
you intend to determine the offering price of the common stock.  In that regard, we note
your disclosure that “[i]t is currently estimated that the initial public offering price pe r
share will be $4.50.”

4. We note your disclosure on page s 55, 59 and 62 about a possible underwriter’s over -
allotment option.  If such an  arrangement exists , please indicate that here and disclose  the
amount of additional shares that the underwriter may purchase under the arrangement.
Refer to Item 501( b)(2) of Regulation S -K.

Prospectus Summary, page 1

Our Company, page 1

5. Please revise your filing to distinguish between your historical opera tions and your
planned future operations.  For example, w e note your disclosure that “Alliance has
created a developmental league for professional MMA fighters and a feeder organization
to the Ultimate Fighting Championship” by combining the Target Compani es.  As the
Target Companies have not been combined yet, please revise this statement to reflect that
it is your intention to create a developmental league and feeder organization  as discussed
in other sections of  the prospectus .  As another example, you s tate on page 3 that by
conducting over 65 events annually and sending a number of fighters to elite promotions
such as the UFC and Bellator, you “are able to” guarantee multiple fights to top prospects
and attract high -quality fighters.  Please revise to c larify whether this statement reflects
historical operations or planned future operations.

6. Please disclose which of the Target Companies is ranked in the top 40 of regional MMA
promotions internationally.  Also, disclose who determined the rankings and briefly
discuss how they were determined.

The MMA Industry, page 3

7. Please provide the sources for the data provided in the second paragraph in this section ,
and in the third  paragraph  and the first and last sentence of the fourth paragraph on page
33 in the Business section that begins on page 32 .

Risks Related to Our Business, page 7

8. Please include risk factor disclosure regarding potential liability in the event of accidents
or injuries occurring during your events, or tell us why this does not present a material
risk.

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 3

 Use of Proceeds , page 18

9. We note that you have identified  the use of only a portion of the proceeds from this
offering.  Please state the principal purposes for which the net proceeds are intended to be
used and the approximate amount to be used for each such purpose.  Please also revise to
indicate the order of  priority of the listed purposes and discuss your plans if substantially
less than the maximum proceeds are obtained.  Refer to Item 504 of Regulation S -K.

Notes to Unaudited Pro Forma Condensed Combined Financial Information , page 24

Note 3:  Identifi able Intangible Assets, page 26

10. We note that customer contracts and relationships, select employment arrangements and
non-compete agreements, as well as the intellectual property rights of video libraries
compose the significant majority of intangible ass ets for businesses in your industry.  We
also note disclosure in Note 2 that you have assigned value to the above intangible assets;
however, the table on page 26 designates the total amount allocated to intangible assets as
intellectual property associate d with video libraries.  Please tell us why a portion of the
purchase price has not been allocated to intangible assets separate from goodwill for any
of the above assets in accordance with ASC 805 -20-25-10.

Management’s Discussion and Analysis, page 28

11. Please revise to present the information required by Item 303 of Regulation S -K for
Alliance MMA, Inc. (since inception), for each of the target companies, and then a on a
pro forma basis to discuss the combination of the entities for all periods presented .

Business, page 32

Our Strategy, page 34

12. If material, please disclose the terms of any contract to which any of the Target
Companies is a party.  For example, we note your references in this section to established
television arrangements and multi -fight agreements.

Acquisition of Target Companies’ Businesses, page 36

13. We note your disclosure that the purchase price for each business you are acquiring will
be subject to upward adjustment in the event that such business exceeds certain gross
profit thr esholds agreed upon by you and the related Target Company.  Please disclose
the relevant gross profit thresholds for each business, or tell us why you do not believe
that such information is material.

14. We note your statement that Mr. Schneider has committed to generating at least $100,000

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 4

 in net income from the Cage Tix business in 2016.  Please revise to describe the nature of
this commitment, and whether it is enforceable.

Acquisition of Certain Med ia Fight Libraries, page 38

15. Please disclose what Sherdog is  in this sec tion.

Summary of the Terms of the Acquisition Agreements, page 40

16. We note your disclosure regarding the executive employment agreements that you will
enter into in connection with the acquisitions of the Target Companies.  We also note
your disclosure that you may terminate an executive employment agreement “only for
cause which will include the failure to achieve certain gross profit targets for the regional
promotion that the executive is overseeing.”  However, such disclosure does not appear
to be consistent with the form employment agreements filed with the asset purc hase
agreements. For example, such agreements contemplate amounts payable to the
executives upon termination without cause, and do not appear to contemplate termination
upon failure to achieve gross profit targets.  Please revise or advise.

17. Please file the trademark license agreement referenced in this section.

Facilities, page 42

18. Please disclose the material terms of the lease agreements that you will assume whe n you
acquire the Target Companies  if such leases are material.

Management, page 43

19. We no te your disclosure that Messrs. Gracie, Shefts, Tracy and Watson will be come
directors upon the closing of the offering.  Please file  consent s for M essrs. Gracie, Shefts,
Tracy and Watson .  Refer to Rule 438 under the Securities Act of 1933.

20. Please disclose the term of office for each director and officer and describe briefly any
arrangement or understanding between the director or officer and any other person
(naming such person ) pursuant to which he or she was to be selected as a director or
officer.  Refer to Items 401(a) and 401(b) of Regulation S -K.

21. With respect to Mr. Danner, briefly discuss the specific experience, qualifications,
attributes or  skills that led to the conclusion that he should serve as a director for the
company, in ligh t of the company´s business and structure. Refer to Item 401(e)(1) of
Regulation S -K.

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 5

 Director Independence, page 46

22. We note your disclosure that the Board of Directors has determined that each of your
directors is independent as defined under Nasdaq R ules yet it appears that your CEO is
one of your directors.  Please revise or ad vise.

Compensation of Executive Officers , page 49

23. Please describe the payments due to each of your named executive officers upon
termination of employment without cause.  For example, we note that your employment
agreement with Paul Danner, filed as Exhibit 10.11, provides for such payments.

Principal Stockholders, page 55

24. We note your disclosure that the percentage ownership information in the table is based
on the number o f common stock outstanding as of December 31, 2015.  Please provide
this information as of the most recent practicable date  prior to your next amendment .

Underwriting, page 62

25. We note your disclosure of an underwriter over -allotment option.  If such an  arrangement
exists , please indicate that here  and disclose  the amount of additional shares that the
underwriter may purchase under the arrangement.   Also, present maximum -minimum
information in a separate column to the underwriter compensation table based  on the
purchase of all or none of the sha res subject to the arrangement and d escribe the key
terms of the arrangement in the narrative.   Refer to Instruction 3  to Item 508(e) of
Regulation S -K.

26. Please revise to clarify the minimum bid price to have  your shares of common stock
listed on the Nasdaq Capital Market.  In that regard, you reference a bid price of $4.50
per share in this section, and you reference a bid price of $4.00 per share on page 13.

Part II

Item 14. Indemnification of Directors and Offi cers, page 65

27. We note your statement that the information provided in this section is subject to the
detailed provisions of Section 145 of the DGCL.  It is not appropriate to qualify your
disclosure by reference to information that is not included in the prospectus or filed as an
exhibit to the registration statement.  Please revise accordingly.

Item 15. Recent Sales of Unregistered Securities, page 67

28. We note your disclosure that the company was formed in February 2015 and that there

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 6

 are 5,289,136 shares outstanding yet the only disclosure in this section discusses the
shares of common stock that will be issued in connection with the acquisition of the
Target Companies .  Please revise or advise.

Signatures, page 68

29. There should be  two parts to the  signature page .  The first half must  be executed by an
officer of the registrant on behalf of the registrant.  The second half must  contain  the
signatures of y our principal executive officer, principal financial officer, and principal
accounting officer o r controller in their individual capacities  as well as  at least a majority
of your board of directors .  Please revise the signature page accordingly.  Refer to the
Signatures section of Form S -1.

Exhibits

30. Please file your escrow agreement with Signature Bank.

31. Please file executed versions of Exhibits 10.2 – 10.13 .  We note that Exhibits 10.2 – 10.9
reference schedules but do not contain any schedules with the exception of  Exhibit 10.6 .
If schedules exist for the other exhibits, please re -file the se exhibits with the schedules , or
tell us why you do not believe they are required  to be filed .  Refer to Item 601(b) of
Regulation S -K.

32. Please also file the executive employment agreement entered into with Mr. Haydak as an
exhibit or tell us why you are not required to do so .

Exhibit 10.10

33. We note that certain schedules in this agreement refer to attachments which are not
included.  Please re -file or advise  as to why you do not believe that they are required to
be filed .

Exhibit 10.13

34. We note that there i s a Schedule A referenced in this promissory note but no Schedule A
is attached.  Please re -file or advise .

Financial Statements

35. We note that you consider Alliance MMA, Inc. the acquiring entity in the proposed
acquisitions of the target companies.  Please tell us how you made this determination in
accordance with the guidance in ASC 805 -10-55-13 through 15.

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 7

 It appears that Bang Time Entertainment, LLC, CFFC Promotions, LLC, and Go Fight
Net, Inc. may be co -predecessors to Alliance MMA, Inc. based on their size relative to
the combination of the target companies.  As co -predecessors, information required in
accordance with Rule 8 -01 of Regulation S -X would be required to be provided in the
Form S -1 and future periodic reports.  Please advise as to your consideration of this
matter.

We note that you have labeled the pro forma financial statements giving effect to the
transactions with the target companies as “combined.”  This label refers to financial
statements of a combined group of commonly controlled entities or commonly managed
entities presented as those of a single economic entity.  Please revise.

Other

36. Please update the f inancial statements and related disclosures to comply with Rule 8 -08
of Regulation S -X.

You may contact  Theresa Messinese at (202) 551 -3307 or Lyn Shenk  at (202) 551 -3380
if you have questions regarding comments on the financial statements and related mat ters.
Please contact Ada D. Sarmento  at (202) 551 -3798 or me at (202) 551-3584 with any other
questions.

Sincerely,

 /s/ Laura Nicholson

Laura Nicholson
Special Counsel
Office of Transportation and Leisure

cc:  Robert L. Mazzeo , Esq.