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United States securities and exchange commission logo
January 31, 2023
Kit Gray
President
Courtside Group, Inc.
335 N. Maple Drive, Suite 127
Beverly Hills, California 90210
Re:Courtside Group, Inc.
Registration Statement on Form S-1
Filed December 27, 2022
File No. 333-269028
Dear Kit Gray:
            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 appropriate, 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.
Registration Statement on Form S-1 filed December 27, 2022
Cover Page
1.We note that you will be a majority owned subsidiary of LiveOne. As such, please
prominently disclose that you will be a "controlled company" under Nasdaq rules. Please
include appropriate disclosure on the prospectus cover page and in the prospectus
summary, provide risk factor disclosure of this status, and disclose the corporate
governance exemptions available to a controlled company and whether you intend to
utilize them.
2.Clarify why LiveOne will be distributing only 6.2% of outstanding shares of common
stock held by LiveOne on a pro rata basis to holders of record of LiveOne's common
stock.

 FirstName LastNameKit Gray
 Comapany NameCourtside Group, Inc.
 January 31, 2023 Page 2
 FirstName LastNameKit Gray
Courtside Group, Inc.
January 31, 2023
Page 2
Questions and Answers about the Spin-Out, page 15
3.Please include a question and answer addressing the rationale for the Bridge Notes
financing and explaining the mechanics of the financing, including the planned conversion
of the Bridge Notes.
Why is the separation of our Company structured as a Spin-Out?, page 16
4.We note your assertion that LiveOne believes that the Distribution of a portion of your
common stock and the Direct Listing is the best way to separate your business from
LiveOne.  Please explain why the Distribution and Direct Listing is the best way to
achieve the separation.  Disclose the potential detriments associated with this structure and
whether any alternative structures were considered.
If I sell my shares of LiveOne common stock on or before the Distribution Date..., page 18
5.We note your disclosure that if an investor holds shares of LiveOne common stock on the
Record Date and decides to sell those shares on or before the Distribution Date, such
investor "may lose" their entitlement to receive a pro rate portion of your common stock
in the Distribution.  Prominently disclose, if true, that if a holder of LiveOne common
stock as of the Record Date sells their common stock before the Distribution Date, such
holder will not receive the special dividend, or explain the reason for the uncertainty.
What are the U.S. federal income tax consequences to me of the Distribution?, page 18
6.We note your disclosure that no gain or loss should be recognized by, or be includible in
the income of, U.S. Holders as a result of the Distribution. Therefore, please provide
a tax opinion covering the material federal tax consequences of the Distribution to the
holders of LiveOne's common stock and revise your disclosure accordingly. Refer to
Item 601(b)(8) of Regulation S-K and, for guidance, Section III.A.2 of Staff Legal
Bulletin No. 19.
How will our common stock trade?, page 19
7.Your disclosure here indicates that trading in your common stock may begin on a "when-
issued" basis as early as two trading days prior to the Distribution Date.  However, the
disclosure on the cover page suggests that the distribution will occur concurrently with the
direct listing.  Please revise here and on the cover page to clearly explain the precise order
and mechanics of the events that will occur to effect the contemplated transactions.
Summary Consolidated Financial and Operating Information
Consolidated Statements of Operations Information, page 20
8.Revise to present pro forma net income (loss) per share information only for the year
ended March 31, 2022 and for the six months ended September 30, 2022.  Refer to Article
11-02(c)(2) of Regulation S-X.

 FirstName LastNameKit Gray
 Comapany NameCourtside Group, Inc.
 January 31, 2023 Page 3
 FirstName LastNameKit Gray
Courtside Group, Inc.
January 31, 2023
Page 3
Consolidated Balance Sheet Information, page 22
9.In the pro forma balance sheet data you give effect to the Bridge Notes conversion into
common stock.  However, we note the Optional Redemption feature described on page F-
38, where certain note holders may require the company to redeem a portion of such
holder’s notes.  Revise to discuss the terms of this feature and quantify the potential
impact this may have on the various pro forma financial statement line items if the holders
do redeem.
10.You also give effect to the cancellation of the derivatives associated with the Bridge
Notes.  Please revise to describe the nature of the “derivatives”, which appear to be both
the warrant liability and the embedded derivative related to the redemption option, and
explain why they are “cancelled”.  As it appears the related warrants will remain
outstanding, clarify how the warrants are reflected in the pro forma information.
11.Please revise to clarify the adjustment to cancel the 127,984,230 shares of common stock
and how the amount was derived.
Non-GAAP Financial Measures, page 22
12.You disclose that contribution margin is reconciled to revenue, the most comparable
GAAP financial measure.  Please revise to indicate that gross profit is the most
comparable GAAP measure to contribution margin.
Risk Factors, page 23
13.We note the Ninth Circuit Court of Appeals decision in Pirani v. Slack Technologies, Inc.,
No. 20-16419 (9th Cir. 2021) addressing whether a plaintiff is required to trace their
purchase of shares to the shares registered pursuant to the registration statement in a direct
listing.  Please tell us what consideration you have given to including a risk factor
discussing the differences a tracing requirement could pose to securities liability
challenges brought under Section 11 for a direct listing versus a traditional IPO and the
impact that it would have on the company and potential investors.
For the years ended March 31, 2022 and 2021, our management concluded that our disclosure
controls and procedures..., page 44
14.We note these disclosures appear to be consistent with those in the LiveOne, Inc. Form
10-K filed June 29, 2022.  We also note that you refer to Item 9A; however, there is no
such item in the Form S-1.  Please clarify whether the material weaknesses disclosed
are specific to the company.  In this regard, in one material weakness listed, reference is
made to controls relating to revenue and inventory of “[y]our recently acquired
subsidiary”, but it does not appear that the company has a recently acquired subsidiary.
Revise to clarify whether and how the material weaknesses listed relate to the company
and include any other material weaknesses noted in the preparation of the company’s
financial statements.

 FirstName LastNameKit Gray
 Comapany NameCourtside Group, Inc.
 January 31, 2023 Page 4
 FirstName LastName
Kit Gray
Courtside Group, Inc.
January 31, 2023
Page 4
15.Please revise to disclose the remediation plan with respect to the material weaknesses,
how long you estimate it will take to complete your plan and any associated material costs
that you have incurred or expect to incur.
Risks Related to the Spin-Out
The Distribution could result in significant tax liability to LiveOne and its stockholders, page 57
16.We note the Distribution will not be determined to qualify for non-recognition of gain and
loss, and therefore, U.S. Holders will be subject to tax. We also note your disclosure on
page 18 that no gain or loss should be recognized by U.S. Holders as a result of the
Distribution. Please revise to address this inconsistency.
Risks Related to the Ownership of Our Common Stock
Our listing differs significantly from an underwritten initial public offering, page 59
17.You state here your intentions to host an investor day on September 14, 2021, and that
you are engaging in certain other investor education meetings.  This disclosure appears to
have been inadvertently added.  With a view toward revised disclosure, please tell us
whether Courtside Group will host an investor day or will engage in any similar meetings
with potential investors.  Please also revise to ensure the disclosure in the registration
statement is specific to the facts and circumstances of Courtside Group.
18.If you do not intend to host an investor day, please address the potential impact on the
demand of your common stock through appropriate risk factor disclosure.
The trading price of our common stock...may have little or no relationship to the historical sales
prices of our capital stock in private..., page 62
19.You disclose here that there has been limited trading of your capital stock historically in
private transactions.  Elsewhere in the registration statement, you disclose that there have
not been any private transactions of your common stock in the recent past and that your
common stock does not have a history of trading.  Please revise to reconcile this
conflicting information.
As a smaller reporting company, we are subject to scaled disclosure requirements..., page 67
20.We note that this risk factor appears to be the same as the one in the LiveOne Form 10-K.
Please revise to provide disclosures specific to the company.

 FirstName LastNameKit Gray
 Comapany NameCourtside Group, Inc.
 January 31, 2023 Page 5
 FirstName LastName
Kit Gray
Courtside Group, Inc.
January 31, 2023
Page 5
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Metric, page 80
21.We note your disclosure that you review a number of operating and financial metrics to
evaluate your business, measure your performance, identify trends affecting your
business, formulate business plans, and make strategic decisions. Tell us your
consideration for disclosing the number of impressions sold in each period, monthly
unique listeners, monthly average listeners and/or any other measures used to evaluate
your business and measure performance, in addition to Number of Podcast Downloads
disclosed, that would provide a better understanding of the company’s results.  Refer to
SEC Release No. 33-10751.
Liquidity and Capital Resources, page 87
22.Please revise to state whether as of the most recent balance sheet date, your existing cash
will be sufficient to fund your operations for the next 12 months.  To the extent it will not,
disclose how long you will be able to continue to fund your operations using current
available cash resources.  Refer to FRC 501.03(a) and Section IV of SEC Release 33-
8350.
23.Revise to disclose the Bridge Note, the pertinent terms, including the conversion feature
and the Optional Redemption, as disclosed on page F-38.  Further, discuss the Early
Redemption terms as noted on page 121, clearly indicating each of the dates when you
will be required to redeem $1,000,000 of the Bridge Notes if you have not consummated
the Direct Listing or an initial public offering.
24.Revise to disclose the parent company debt, the amount currently outstanding, the related
covenant regarding judgments entered against LiveOne, Inc. and the lender’s related
option to immediately accelerate the debt and require repayment, similar to the disclosures
on page F-17.
Legal proceedings, page 102
25.Regarding the SoundExchange, Inc. (“SX”) complaint, you disclose that LiveOne believes
it has reserved for the amounts due to SX in LiveOnes’s financial statements included in
“this Quarterly Report”.  Please revise as LiveOne’s financial statements are not included
in this prospectus.

 FirstName LastNameKit Gray
 Comapany NameCourtside Group, Inc.
 January 31, 2023 Page 6
 FirstName LastName
Kit Gray
Courtside Group, Inc.
January 31, 2023
Page 6
Certain Relationships And Related Party Transactions
Various Agreements Entered into with LiveOne
Issuance of Bridge Notes and Bridge Warrants, page 119
26.We note that LiveOne agreed not to effect the Direct Listing or an initial public offering
unless your post-money valuation at the time of such event is at least $150 million. Please
describe the valuation method or model that will be used to calculate the valuation.
Additionally, please include risk factor disclosure addressing the risks if such valuation is
not achieved.
27.We note that if you have not effectuated the Direct Listing or an initial public offering by
the seven-, eight-, or nine-month anniversary of July 15, 2022, that you will be required to
redeem $1,000,000 of the then outstanding Bridge Notes up to an aggregate of redemption
of $3,000,000 over the course of such three months. Given the significance of such
financial covenants, please provide prominent disclosure regarding the conditions of your
Bridge Notes at the forefront of your filing. Additionally, please include risk factor
disclosure addressing the risks if you are unable to consummate the Direct Listing by the
seven-, eight-, or nine-month anniversary.
28.We note that in connection with the closing of the Bridge Financing, you and the Bridge
Investors and your officers and directors entered into lock-up agreements. Please disclose
the exceptions to your lock-up agreements. Additionally, please file as exhibits the lock-
up agreements mentioned in this section.
Principal and Registered Stockholders, page 124
29.With a view toward revised disclosure, please tell us the basis for your assertion that
Courtside Group is "not party to any arrangement with any Registered Stockholder or
any broker-dealer with respect to sales of shares of our common stock by the Registered
Stockholders."  In this regard, we note the various agreements entered into with LiveOne
and the planned distribution of the special dividend.
Sale Price History of Our Capital Stock, page 137
30.We note your assertion that recent sale price history of your common stock "has little or
no relation to broader market demand" for your common stock or to the opening public
price.  You also caution potential investors not to place undue reliance on any of your
historical private sales prices.  Please revise this information to reflect that there is no sale
price history for your common stock and accordingly sale price history or historical
private sales will not be a factor affecting the Current Reference Price to be determined by
the Nasdaq.  Please also address how the lack of any history of trading in private
purchases differs from other recent direct listings and explain how this may impact price
discovery.

 FirstName LastNameKit Gray
 Comapany NameCourtside Group, Inc.
 January 31, 2023 Page 7
 FirstName LastName
Kit Gray
Courtside Group, Inc.
January 31, 2023
Page 7
Plan of Distribution, page 141
31.Revise to disclose how Joseph Gunnar will determine whether to approve proceeding at
the "Current Reference Price."  Similarly, disclose the methodology and process Joseph
Gunnar will use to select price bands for purposes of applying the price validation test.
32.Given that the distribution of the special dividend and the direct listing will occur
concurrently or in close proximity, please explain the interplay between the distribution of
the special dividend and the Nasdaq price discovery process discussed in this section.
Your disclosure should explain the precise order and mechanics of the events that will
occur to effect the contemplated transactions.
Consolidated Financial Statements
Note 1 - Orga