Correspondence 0001213900-23-032904 from PodcastOne, Inc. (PODC)
PodcastOne, Inc.
Date: April 26, 2023 · CIK: 0001940177 · Accession: 0001213900-23-032904
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269028
Referenced dates: April 20, 2023
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Re: Courtside Group, Inc. Amendment No. 2 to Registration Statement on Form S-1/A Filed April 7, 2023 File No. 333-269028
Dear Mr. Wiley:
This firm is outside corporate and securities counsel to Courtside Group, Inc. (the “Company”). We are submitting this letter on behalf of the Company in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) issued to the Company in the Staff’s letter, dated April 20, 2023 (the “Letter”), relating to the Company’s Amendment No. 2 to the Registration Statement on Form S-1/A (File No. 333-269028) filed with the Commission on April 7, 2023 (the “Registration Statement”).
The numbered paragraphs below correspond to the numbered comments in the Letter and for convenience the Staff’s comments are included and presented in bold italics directly above the Company’s response. In addition to addressing the comments raised by the Staff in the Letter, the Company has revised the Registration Statement accordingly and concurrently herewith is filing Amendment No. 3 to the Registration Statement (the “Amendment No. 3”).
{continued on following page}
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1. You disclose that as of March 31, 2023, you are currently required to redeem up to $1,000,000 of the outstanding Bridge Notes, which notice requirement you have received from the holders, and up to an additional $1,000,000 of outstanding Bridge Notes, subject to notice requirement from the holders. However, on page F-46 you appear to disclose that as of April 7, 2023, $1,000,000 has been paid. Please revise your disclosures to be consistent throughout this prospectus indicating as of the most recent date, the amount required to be redeemed and the amount paid.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the Cover Page and throughout Amendment No. 3 accordingly.
About this Prospectus, page ii
2. You disclose that the information in the prospectus assumes the conversion of all of the Bridge Notes into 3,155,224 shares of common stock. Since certain amounts are required to be redeemed and have been paid, please revise to disclose the number of shares into which the Bridge Notes will be converted only for the portion that has not been or will not be redeemed.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page ii and throughout Amendment No. 3 accordingly. The Company also updated the prospectus to clarify the number of shares of its common stock underlying the outstanding Bridge Notes as a result of the Company’s redemption of $1,000,000 of the Bridge Notes on April 7, 2023.
Summary Unaudited Condensed Consolidated Financial and Operating Data, page 21
3. Please revise the introduction paragraph to remove references to pro forma information, as you no longer include that information here.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 21 of Amendment No. 3 accordingly.
Summary Pro Forma Unaudited Condensed Consolidated Financial and Operating Data, page 22
4. As previously requested, please revise to remove the reference to "Pro Forma" in the title as only some of the information presented is pro forma. Also, revise the first introduction paragraph to indicate specifically what information is presented on a historical versus pro forma basis. Further, revise to label the historical amounts "as restated" where appropriate.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 22 of Amendment No. 3 accordingly.
5. We note you are giving effect to the Bridge Note conversion of 3,155,224 shares. Please revise to reflect shares to be issued in the conversion of the Bridge Notes only for the portion that has not been or will not be redeemed.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 22 and throughout Amendment No. 3 accordingly.
Non-GAAP Financial Measures, page 24
6. We note your revised disclosure on page 25. Please further revise the first sentence above the second table to state, "The following table sets forth reconciliation of Gross Profit, the most comparable GAAP financial measure, to Contribution Margin for the year ended March 31, 2022..." Similar revisions should be made on page 87.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 24 of Amendment No. 3 accordingly.
* * *
We hope that the Staff will be able to accommodate the Company by responding to this response letter as soon as practicable. In the meantime, should members of the Staff have any questions or comments, or require any additional information regarding any of the responses or the Amendment No. 3, please contact the undersigned at 212-335-0466 or sablovatskiy@foleyshechter.com or Jonathan Shechter, Esq. at 212-335-0465 or js@foleyshechter.com.
Sincerely,
FOLEY SHECHTER ABLOVATSKIY LLP
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CORRESP
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filename1.htm
Attorneys at Law
1180 Avenue of the Americas | 8th Floor
New York, New York 10036
Dial: 212.335.0466
Fax: 917.688.4092
info@foleyshechter.com
www.foleyshechter.com
April 26, 2023
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
Mail Stop 3561
Washington, D.C. 20549
Attn:
Kyle
Wiley, Staff Attorney
Re:
Courtside
Group, Inc.
Amendment No. 2 to Registration
Statement on Form S-1/A
Filed April 7, 2023
File No. 333-269028
Dear Mr. Wiley:
This firm is outside corporate
and securities counsel to Courtside Group, Inc. (the “Company”). We are submitting this letter on behalf of
the Company in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) issued to the Company in the Staff’s letter, dated April 20, 2023 (the “Letter”),
relating to the Company’s Amendment No. 2 to the Registration Statement on Form S-1/A (File No. 333-269028) filed with the
Commission on April 7, 2023 (the “Registration Statement”).
The numbered paragraphs below
correspond to the numbered comments in the Letter and for convenience the Staff’s comments are included and presented in bold italics
directly above the Company’s response. In addition to addressing the comments raised by the Staff in the Letter, the Company has
revised the Registration Statement accordingly and concurrently herewith is filing Amendment No. 3 to the Registration Statement (the
“Amendment No. 3”).
{continued on following page}
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.
You disclose that
as of March 31, 2023, you are currently required to redeem up to $1,000,000 of the outstanding Bridge Notes, which notice requirement
you have received from the holders, and up to an additional $1,000,000 of outstanding Bridge Notes, subject to notice requirement
from the holders. However, on page F-46 you appear to disclose that as of April 7, 2023, $1,000,000 has been paid. Please revise
your disclosures to be consistent throughout this prospectus indicating as of the most recent date, the amount required to be redeemed
and the amount paid.
The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on the Cover Page and throughout Amendment No. 3 accordingly.
About this Prospectus, page ii
2.
You disclose that
the information in the prospectus assumes the conversion of all of the Bridge Notes into 3,155,224 shares of common stock. Since
certain amounts are required to be redeemed and have been paid, please revise to disclose the number of shares into which the Bridge
Notes will be converted only for the portion that has not been or will not be redeemed.
The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page ii and throughout Amendment No. 3 accordingly. The Company
also updated the prospectus to clarify the number of shares of its common stock underlying the outstanding Bridge Notes as a result of
the Company’s redemption of $1,000,000 of the Bridge Notes on April 7, 2023.
Summary Unaudited Condensed Consolidated Financial
and Operating Data, page 21
3.
Please revise the
introduction paragraph to remove references to pro forma information, as you no longer include that information here.
The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 21 of Amendment No. 3 accordingly.
Summary Pro Forma Unaudited Condensed Consolidated
Financial and Operating Data, page 22
4.
As previously requested,
please revise to remove the reference to "Pro Forma" in the title as only some of the information presented is pro forma.
Also, revise the first introduction paragraph to indicate specifically what information is presented on a historical versus pro forma
basis. Further, revise to label the historical amounts "as restated" where appropriate.
The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 22 of Amendment No. 3 accordingly.
5.
We note you are giving
effect to the Bridge Note conversion of 3,155,224 shares. Please revise to reflect shares to be issued in the conversion of the Bridge
Notes only for the portion that has not been or will not be redeemed.
The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 22 and throughout Amendment No. 3 accordingly.
Non-GAAP Financial Measures, page 24
6.
We
note your revised disclosure on page 25. Please further revise the first sentence above the second table to state, "The following
table sets forth reconciliation of Gross Profit, the most comparable GAAP financial measure, to Contribution Margin for the year
ended March 31, 2022..." Similar revisions should be made on page 87.
The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 24 of Amendment No. 3 accordingly.
* * *
We hope that the Staff will
be able to accommodate the Company by responding to this response letter as soon as practicable. In the meantime, should members of the
Staff have any questions or comments, or require any additional information regarding any of the responses or the Amendment No. 3, please
contact the undersigned at 212-335-0466 or sablovatskiy@foleyshechter.com or Jonathan Shechter, Esq. at 212-335-0465 or js@foleyshechter.com.
Sincerely,
FOLEY SHECHTER ABLOVATSKIY LLP
/s/ Sasha
Ablovatskiy
Sasha Ablovatskiy, Esq.
For the Firm
Cc:
United States Securities and Exchange
Commission
Melissa Kindelan, Senior Staff Accountant
Christine Dietz, Senior Staff Accountant
Kyle Wiley, Staff Attorney
Matthew Crispino, Staff Attorney
Courtside Group, Inc.
Kit Gray, President