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United States securities and exchange commission logo
August 29, 2023
Christopher Hogan
Interim Chief Executive Officer
NYIAX, INC.
180 Maiden Lane, 11th Floor
New York, NY 10005
Re:NYIAX, INC.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-Q for the Quarterly Periods Ended June 30, 2023
File No. 001-41626
Dear Christopher Hogan:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Periods Ended June 30, 2023
Condensed Statements of Cash Flows, page 5
1.We note you reported the payment of deferred offering costs as a use of cash in
financing activities in the Statements of Cash Flows for the years ended December 31,
2022 and 2021. Please explain to us why it is appropriate to report the reversal of these
deferred offering costs as cash provided by financing activities in the Statements of Cash
Flows for the six month period ended June 30, 2023. It appears the reversal of the deferred
charge is a non-cash activity. Refer to the guidance in ASC 230-10-50-3.
Note 6. Threatened Litigation, page 13
2.Please clarify why the Company disputes the amounts owed to Boustead and is of the
belief that if any commissions are due to Boustead, they would be significantly less than
the amounts claimed by Boustead. In this regard, disclose here and elsewhere where
applicable:

 FirstName LastNameChristopher  Hogan
 Comapany NameNYIAX, INC.
 August 29, 2023 Page 2
 FirstName LastName
Christopher  Hogan
NYIAX, INC.
August 29, 2023
Page 2
•the amount of funds privately raised by the Company during the period covered by
the Boustead Engagement Letter;
•the amount of commissions on these privately raised funds that are owed in
accordance with the terms of the Boustead Engagement Letter; and
•of the amount owed, the amount of commissions paid and/or accrued by the
Company.
Also, clarify if an IPO completed with another underwriter is a transaction that would be
covered under the terms of the Boustead Engagement Letter. If so, disclose the amount of
commissions that would be owed in accordance with the terms of the Boustead
Engagement Letter.
3.Please explain to us how you are accounting for the amounts Boustead claims the
Company owes. Refer in your response to the accounting literature that is the basis for
your accounting.
Management's Discussion and Analysis of Financial Condition and Results of Operations Results
of Operations
Results of Operations For Six Months Ended June 30, 2023 and 2022
Net Revenue, page 24
4.Please disclose why and how a decrease in the number of business development
headcount resulted in a decrease in net revenue. Also, fully explain why you experienced
a decrease in average compensation per Media Contract.
Selling General and Administrative, page 25
5.Please disclose the nature and circumstances of the Deferred offering cost write-off
expense.
            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.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology