Correspondence 0001213900-23-037852 from PodcastOne, Inc. (PODC)
PodcastOne, Inc.
Date: May 10, 2023 · CIK: 0001940177 · Accession: 0001213900-23-037852
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269028
Referenced dates: May 2, 2023
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Re: Courtside Group, Inc. Amendment No. 3 to Registration Statement on Form S-1/A Filed April 26, 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 May 2, 2023 (the “Letter”), relating to the Company’s Amendment No. 3 to the Registration Statement on Form S-1/A (File No. 333-269028) filed with the Commission on April 26, 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. 4 to the Registration Statement (the “Amendment No. 4”).
{continued on following page}
Amendment No. 3 to Registration Statement on Form S-1
Summary Unaudited Condensed Consolidated Financial and Operating Data, page 22
1. We note your revised disclosures in response to prior comment 4, however, you still do not indicate what information is presented on a pro forma basis. Please revise to state, after noting the periods derived from the consolidated financial statements but before explaining what the pro forma adjustments are based on, that pro forma net loss per share, pro forma share information, and pro forma balance sheet information are included and what those amounts give effect to.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 22 of Amendment No. 4 accordingly.
Capitalization, page 83
2. Please revise (i) in the second bullet to state that the redemption is the result of not completing a Qualified Financing or Event by April 15, 2023, consistent with your disclosures on page 23.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 83 of Amendment No. 4 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. 4, 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
Show Raw Text
CORRESP
1
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
May 10, 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. 3 to Registration Statement on Form S-1/A
Filed April 26, 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 May 2, 2023 (the “Letter”),
relating to the Company’s Amendment No. 3 to the Registration Statement on Form S-1/A (File No. 333-269028) filed with the
Commission on April 26, 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. 4 to the Registration Statement (the
“Amendment No. 4”).
{continued on following page}
Amendment No. 3 to Registration Statement on Form S-1
Summary Unaudited Condensed Consolidated Financial and
Operating Data, page 22
1.
We note your revised disclosures in response to prior comment 4, however, you still do not indicate what information is presented on a pro forma basis. Please revise to state, after noting the periods derived from the consolidated financial statements but before explaining what the pro forma adjustments are based on, that pro forma net loss per share, pro forma share information, and pro forma balance sheet information are included and what those amounts give effect to.
The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 22 of Amendment No. 4 accordingly.
Capitalization, page 83
2.
Please revise (i) in the second bullet to state that the redemption is the result of not completing a Qualified Financing or Event by April 15, 2023, consistent with your disclosures on page 23.
The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 83 of Amendment No. 4 accordingly.
* * *
2
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. 4, 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
3