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December 7, 2022
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 E Hartford Dr. Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Draft Registration Statement on Form S-1
Submitted November 8, 2022
CIK No. 0001898474
Dear Daniel Nelson:
            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.
Draft Registration Statement on Form S-1 submitted November 8, 2022
Prospectus Summary
Our Historical Performance, page 1
1.Please disclose that your auditors have expressed substantial doubt about your ability to
continue as a going concern.
2.Please disclose that upon the consummation of this offering, you will grant options to
certain employees and officers to purchase shares of common stock. State the number of
options and the persons to whom you will grant options.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 December 7, 2022 Page 2
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
December 7, 2022
Page 2
Our Corporate History and Structure, page 6
3.Tell us and disclose in your financial statements how you accounted for the July 11, 2022
Agreement and Plan of Merger between SDS LLC - AZ, SDSF LLC, SDSB LLC, and
SDS Inc. - DE (the “Merger Agreement”).
4.In your discussion regarding the July 11, 2022 Merger Agreement you mention "claims
related to certain simple agreements for future equity and convertible notes."  Please
disclose detailed information about these simple agreements for future equity and
convertible notes.
Summary of Risk Factors, page 9
5.We note that your officers and directors currently hold 59.2% of the outstanding shares,
including your Chief Executive Officer who holds 35% of the outstanding shares.  Clearly
disclose in the prospectus summary and risk factor section that that your executive officers
and directors will be able to exercise significant influence over all matters requiring
shareholder approval following the offering and disclose their percentage of voting power.
Risk Factors, page 11
6.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
7.Please revise your disclosure that your business, financial condition and results of
operations could be materially adversely affected by the evolving situation related to
COVID-19. Revise to specifically discuss the impact that the COVID-19 pandemic has
had on your business to date, rather than presenting the impacts as hypothetical. Please
quantify the impact on your revenues and any COVID-related costs incurred.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 December 7, 2022 Page 3
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
December 7, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 34
8.You state that the increase in revenues in 2021 was due to an increase in customers and
the increase in general and administrative expenses was due to an increase in operations.
Please discuss the underlying factors that caused the increase in each of these line items.
To the extent material, disclose the total number of customers for each period presented
and separately disclose the number of customers who use the free trial model versus the
number of paying customers. Refer to Item 303(a)(3) of Regulation S-K and SEC Release
33-8350.
Business
Marketing and Sponsorship Agreements, page 56
9.We note that under your sponsorship agreement with Goat Farm Sports, you indicate that
you will have access to athlete data. Please explain the nature of the data collected under
this agreement or other agreements and how athlete data is used or intended to be used in
your business. Include appropriate risk factor disclosure detailing the risks and challenges
of managing and safeguarding information regarding minors.
Report of Independent Registered Public Accounting Firm, page F-2
10.We note that your independent accounting firm issued an audit report after it withdrew
registration from the PCAOB.  Please provide an audit report issued by a firm registered
with the PCAOB at the time of issuance.
Consolidated Balance Sheets as of December 31, 2021 and 2020, page F-4
11.Please disclose the name of the company audited at the top of each financial statement
included in the filing.  As currently presented, it is not clear if the audit report relates to
the correct financial statements.  We refer to guidance in Item 3 of Regulation S-X.
Consolidated Statements of Operations, page F-5
12.Please present cost of revenue in accordance with Item 5-03 of Regulation S-X.

Note 1 - Principal Business Activity and Significant Accounting Policies
Internally Developed Software, page F-9
13.Please explain in more detail your statement that, "It is at least reasonably possible that the
estimate of recoverability will change in the near term."  Disclose in your critical account
estimates if internally developed software is at risk of impairment.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 December 7, 2022 Page 4
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
December 7, 2022
Page 4
Note 12 - Subsequent Events, page F-17
14.We note that in September 2022, 1,385,500 stock options were granted.  Please provide us
an analysis that includes the date and amount of each stock option granted along with
estimated fair value of the underlying shares of common stock.  Reconcile and explain the
differences between the fair values determined on each grant date, including the difference
between the most recent grant date fair value and the midpoint of your offering range.
This reconciliation should describe significant intervening events within the company and
changes in assumptions with the valuation methodologies employed that explain the
changes in fair value of your common stock up to the filing of the registration statement.
Continue to provide us with updates to the above analysis for all equity related
transactions through the effectiveness date of the registration statement.
General
15.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.

            You may contact Inessa Kessman, Senior Staff Accountant, at 202-551-3371 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Charli Gibbs-Tabler,
Staff Attorney, at 202-551-6388, or Jan Woo, Legal Branch Chief, at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua