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        August  25, 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.
Registration Statement on Form S -1
Filed August 16, 2016
File No. 333 -213166

Dear Mr. Danner :

We have reviewed your 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 amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have additional comments.

Prospectus Cover Page

1. Please revise to disclose  the date the offering will end.  See Item 501(b)(8)(iii) of
Regulation S -K.

2. We note your revised disclosure that you anticipate that trading of your common stock on
the Nasdaq Capital Market will commence on the business day following “the completion
of this offering, ” subject to final listing approval from Nasdaq.   Please revise to clarify
whether “completion of this offering” refers to completion of the initial closing  in the
event you sell the minimum number of shares.

Paul K. Danner, III
Alliance MMA , Inc.
August  25, 201 6
Page 2

 Management, page 52

3. We note yo ur disclosure that Messrs. Gracie, Shefts, Tracy and Watson will become
directors upon the completion 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.

Principal Stockholders, page 64

4. We note the June 30, 2016 reference dates.  Please revise to provide the required
information as of the most recent practicable date.  Refer to Item 403 of Regulation S -K.

Exhibit 5.1

5. Please refer to the seventh paragraph and language that “[t]his opinion is intended solely
for use in connection with the issuance and sale of the Shares pursuant to the Registration
Statement and the Prospectus and is not to be relied upon for any other purpose or
delivered to or relied upon by a ny other person without our prior written consent.”
Investors are entitled to rely on the opinion.  Refer to Section II.B.3.d of Staff Legal
Bulletin No. 19 dated October 14, 2011.  Please have counsel revise to remove any
implication that investors are n ot entitled to rely on the opinion.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities Act r ules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made .

Notwithstanding our comments, in the event you req uest acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective , it does not foreclose the Commission from taking any act ion with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full resp onsibility for
the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securit ies laws of the United States.

Paul K. Danner, III
Alliance MMA , Inc.
August  25, 201 6
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Theresa Messinese at (202) 551 -3307 or Lyn Shenk , Accounting
Branch Chief,  at (202) 551 -3380  if you have questions regarding comments on the financial
statements and related matters.  Please contact Donald E. Field  at (202) 551 -3680  or me at (202)
551-3584 with any other questions.

Sincerely,

 /s/ Lyn Shenk for

Laura Nicholson
Special Counsel
Office of Trans portation and Leisure

cc:  Robert L. Mazzeo , Esq.