SecProbe.io

September 3, 2024
JW Roth
Chief Executive Officer
Notes Live, Inc.
1755 Telstar Drive
Suite 501
Colorado Springs, Colorado 80920
Re:Notes Live, Inc.
Registration Statement on Form S-1
Filed August 6, 2024
File No. 333-281271
Dear JW Roth:
            We have reviewed your registration statement and have the following comment(s).
            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-1 filed August 6, 2024
Cover Page
1.Disclose whether the initial public offering is contingent upon final approval of your
listing on NYSE American LLC.
2.Revise to briefly acknowledge your multi-class capital structure on the cover pages of the
initial public offering and resale prospectuses and to provide a more thorough description
of your capital structure, including the different authorized classes of common stock, in
the prospectus summary, risk factors, and capitalization sections. Address any disparate
voting, conversion, and other material rights of the classes, and include risk factor
disclosure that future issuances of Class A Common Stock, which we understand to have
250 votes per share, may be dilutive to low-vote shareholders. With respect to the
conversion features of your classes of common stock, describe the circumstances or
events in which the conversion of high-vote or no-vote shares is mandatory or optional,
and any resulting impact on low-vote shareholders.

September 3, 2024
Page 2
3.We note your statement at page 27 that the holdings of your directors, officers, and
principal shareholders will create "significant concentration of share ownership." Please
briefly discuss such ownership concentration on the initial public offering and resale
prospectus cover pages, identifying the applicable directors, officers, and principal
shareholders here and in the related risk factor and quantifying the percentage of voting
power they will control. State whether such persons may act in concert to control or
significantly influence matters requiring shareholder approval. Include comparable
disclosure in the prospectus summary.
Prospectus Summary, page 2
4.Please disclose in the prospectus summary that substantial doubt has been raised about
your ability to continue as a going concern and discuss the accumulated deficit and net
losses leading to such determination, as well as "Notes Live's management's plan" that
you believe has alleviated such doubt. Acknowledge the anticipated operating loss for
fiscal 2024 disclosed at page 12.
5.Please identify which "new restaurant concept" associated with your "first outdoor
amphitheater" is expected to open in August 2024, or revise accordingly. In this regard,
we note that the tabular disclosure of expected openings at page 42 shows that Roth's
Seafood & Chophouse and Notes Hospitality Collection are "expected to open in early
2025."
Risk Factors
General Risks Related to Notes Live, page 12
6.Please add a risk factor highlighting risks associated with Notes Live's use of a third party
to operate Ford Amphitheater and expected use of third parties to operate certain other
planned amphitheaters, such as sharing of profits, lack of control over restrictions on
"owning, operating, or developing a competing venue within a defined
radius," indemnification or liability provisions in the related operating agreement(s), and
any other material risks.
Note Live's debt obligations may adversely affect cash flow and impose restrictions..., page 13
7.Please update this risk factor to disclose outstanding indebtedness as of a more recent
date, as it appears that the outstanding debt figure as of March 31, 2024 does not reflect
that the full amount of the $10 million convertible promissory note issued to KWO, LLC
has been drawn, per disclosure at page 49.
The price and availability of food, ingredients, retail merchandise, transportation..., page 22
8.We note your disclosure here that you are subject to "the general risks of inflation," and at
page 46 you primarily attribute higher food and beverage costs and labor costs in fiscal
2023 to "increased raw ingredient and food costs due to inflation" and "inflationary
pressures," respectively. You also state at page 48 that inflation "impacted our business
throughout 2022 and 2023 and...has continued to impact our business during
2024." Please update this risk factor if recent inflationary pressures have materially
impacted your operations. Identify the types of inflationary pressures you are facing and
how your business has been affected.

September 3, 2024
Page 3
Risks Related to Ownership of Our Common Stock, page 28
9.Please add or supplement a risk factor to discuss potential impacts to purchasers in the
offering of the additional dilution sources identified at pages 11 and 37 of the prospectus,
such as the 1,000,000 shares of Class C Common Stock issuable upon conversion of a
convertible promissory note, as amended to provide for the issuance of Class D Common
Stock instead, and 3,936,583 shares of Class B Non-Voting Common Stock issuable upon
exercise of warrants, which you disclose will be exchangeable for Class D Common
Stock.
Future sales of substantial amounts of shares of our Class D Common Stock by existing
shareholders..., page 30
10.Please expand this risk factor to reflect that this registration statement seeks to facilitate
the resale of a substantial number of shares into the public market by the selling
stockholders identified in the alternate resale prospectus and address any potential impacts
to the market price of the Class D Common Stock. Disclose the percentage of the initial
public offering shares that the resale shares constitute, and explain, if true, that some or all
of the selling stockholders acquired their shares at and/or may exercise warrants to
acquire shares at a lower price than the offering price of the Class D Common Stock sold
in the IPO and thus may accept a lower price for the resale shares. Provide examples of
the prices at which the selling stockholders acquired their shares and the exercise price of
warrants.
Use of Proceeds, page 36
11.Please revise to more specifically identify the principal purposes for which the net
proceeds of the offering are intended to be used and the approximate amount to be used
for each such purpose. If some or all of the proceeds are to be used for one or more of the
Sunset Amphitheater(s) or other ongoing restaurant/venue projects you describe
elsewhere, as implied by the reference to "open[ing] new restaurants and music and
entertainment venues in certain metropolitan areas," disclose as much and, if a material
amount of other funds are necessary to complete such project(s), state the amount of such
other funds and the sources thereof. Refer to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Venue Ownership, page 41
12.In the chart in this section, please distinguish "The Sunset OKC" from the other
anticipated Sunset locations by indicating that you have not entered into a public-private
partnership agreement or secured a location for such venue. Additionally, please clarify
whether you have entered into definitive agreements with the city of El Paso, Texas
regarding Sunset El Paso. You disclose at page 68 that the Purchase and Sale Agreement
and Chapter 380 Agreement with El Paso were executed in June and July 2024, but the
description under "Public-Private Partnership in El Paso, Texas" at page 78 states that the
development agreement "will be negotiated in the next 60 days" and that the public-
private partnership "will be established." Please revise for consistency and, if the related
agreements have been entered into, file executed versions as exhibits to the registration
statement.

September 3, 2024
Page 4
Consolidated Results of Operations
Other Expense, page 47
13.Please revise to explain the decrease in other expense during 2023 compared to 2022.
Business
Notes Live's Venues
Music Venues - Bourbon Brothers Presents (Indoor Music Hall), page 62
14.We note your disclosure that, "Notes Live aims for the BBP CO venue to be rented for
events up to 100 times per year," but it is unclear the extent to which the venue has met
this stated goal. Please disclose how many events were held at BBP CO in 2022 and 2023,
and the number of events held in 2024 to date. Provide similar information for BBP GA
since it opened in June 2023.
Music Venues - The Sunset Amphitheater (Outdoor Amphitheater), page 63
15.For each of the Sunset amphitheater projects described in this section, please ensure that
your disclosure is clear as to (i) whether Notes Live or a majority- or minority-owned
subsidiary is or is expected to be the operative entity and hold the assets associated with
the project, and (ii) whether Notes Live or a third party operates or will operate the venue.
For example, the description of the Broken Arrow, Oklahoma project implies that
subsidiary Sunset at Broken Arrow LLC will be the operative entity, while the description
of the McKinney, Texas project mentions only Notes Live despite the existence of
subsidiaries "Sunset at McKinney LLC" and "Sunset Operations at McKinney LLC," per
page 71.
Notes Live's Subsidiaries and Properties, page 70
16.Please reconcile the percentage interests shown in the table in this section with the
description of these entities in the notes to financials. For example, you indicate here and
in Exhibit 21.1 that you have a 40% interest in Sunset Hospitality Collection LLC, but
page F-8 states that you own 57% of such entity. There are also discrepancies for Sunset
at Broken Arrow, LLC and Sunset at McKinney, LLC, among others. If appropriate to
distinguish between current ownership and "projected ownership," revise to make this
clear for investors.
Public-Private Partnership Obligations, page 73
17.Please provide through a clear method of presentation, such as tabular disclosure, the
aggregate amount that Notes Live has committed to invest and/or pay as purchase price
for land or other assets under the public-private partnership agreements and/or term sheets
with Broken Arrow, Oklahoma, McKinney, Texas, and El Paso, Texas, as well as any
associated deadlines for raising or paying such amount. For example, include the
minimum capital investment amounts related to Sunset Broken Arrow and Sunset El Paso,
as well as the McKinney Purchase Price.

September 3, 2024
Page 5
Certain Relationships and Related-Party Transactions, page 95
18.Please expand this section to provide all of the disclosure required pursuant to Item 404 of
Regulation S-K. In this regard, you indicate that this section discloses transactions since
January 1, 2023, but you are required to provide information for the two fiscal years
preceding your last fiscal year as well. Refer to Instruction 1 to Item 404.
Notes to the Condensed Consolidated Financial Statements
Note 9 - Equity
Stockholders' Equity, page F-20
19.Please revise to disclose all pertinent rights and privileges of Class D Voting Common
Stock, including voting privileges and any rights and privileges materially different from
other classes of stock. Refer to ASC 505-10-50-3.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation, page F-31
20.Please tell us, in sufficient detail, how you have complied with the disclosure
requirements of ASC 810-10-50-3 and 5A (including significant judgments and
assumptions made in consolidating VIEs, restrictions on assets,  lack of creditor recourse,
terms of arrangements that could require you to provide financial support to your VIEs
among others), or revise your disclosure including your interim financial statements.
Note 9 - Equity, page F-41
21.Please revise the first sentence of the last paragraph of Note 9 on page F-42 to state that
you effected a forward split of the Class C shares as well.
Selling Shareholders, page ALT-2
22.For each entity listed in this table, identify the natural person(s) with voting and/or
dispositive control over the shares held by it. To the extent any such natural persons have
had a position, office, or other material relationship with the registrant or any of its
predecessors or affiliates within the past three years, disclose the natural of such
relationship. Refer to Regulation S-K Compliance and Disclosure Interpretations Question
140.02.
Note 11 - Warrants, page F-43
23.We note the weighted average grant date fair value for warrants granted of $4.42 and
$1.87 in 2022 and 2023. Please provide us with your calculation of equity based
compensation related to warrants for both periods presented and tell us how you derived
the $1,256,243 unrecognized compensation cost related to non-vested warrants as of
December 31, 2023. In addition, tell us how you derived the weighted average exercise
price of $0.11 for the warrants outstanding at December 31, 2022.
Item 17. Undertakings, page II-4
24.Revise to include the undertakings that are applicable to the contemplated secondary
offering, such as those in Item 512(a) of Regulation S-K.

September 3, 2024
Page 6
Resale Prospectus Alternate Cover Page, page ALT
25.Your statement that, "No sales of the Resale Shares covered by this Resale Prospectus
shall occur until the Class D Common Stock sold in our IPO begins trading on the NYSE
American" is inconsistent with disclosure elsewhere throughout that the selling
shareholders may sell their shares at a fixed price per share "until such time as our Class
D Common Stock is listed on a national securities exchange." Please clarify whether the
selling shareholders will be able to sell shares pursuant to the resale prospectus prior to
the closing of the initial public offering and commencement of trading. If not, please
revise throughout accordingly and remove your disclosure that the "two offerings [will
take] place concurrently."
Exhibit 23.2
26.Please have your auditor revise their consent to match the audit report date for Note 13.
General
27.We note that you seek to register the resale of 38,869,067 shares of Class D Common
Stock, and while the size of the initial public offering has not been added to the cover
page of the primary offering prospectus, the alternate resale cover page states, "By
separate prospectus...we have registered an aggregate of 1,000,000 shares..." As you are
registering the resale of nearly all outstanding Class D shares, which potentially
significantly outsizes the size of the initial public offering, please provide your analysis as
to why the proposed resale transaction is appropriately characterized as a secondary
offering, rather than a primary offering in which the selling shareholders are acting as
conduits in a distribution to the public and are therefore underwriters selling on your
behalf. Refer to Securities Act Rules Compliance and Disclosure Interpretations Question
612.09. Address the following in your analysis:
•Disclose how long the resale shares have been held by the various selling
shareholders and the transactions by which the selling shareholders came to acquire
them. Explain whether all or nearly all of your current shareholders are being
included in the resale offering, and if so, how this was decided upon.
•It is unclear whether any of the selling shareholders will be subject to lock-up
agreements, as "lock-up and leak-out restrictions" are referenced throughout the
prospectus but only leak-out arrangements are described (e.g., at pages 99 and 105).
Clarify the lock-up and/or leak-out arrangements that will apply to the various selling
shareholders, which