SecProbe.io

December 26, 2024
Kriangkrai Chaimongkol
Chief Executive Officer
Thoughtful Media Group Inc.
7 Sumerpoint Building, 3rd Floor, Room No. 301-302
Soi Sukhumvit 69 (Saleenimit)
Prakanong Nua Sub-district
Wattana District, Bangkok City, Thailand
Re:Thoughtful Media Group Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed December 6, 2024
File No. 333-281589
Dear Kriangkrai Chaimongkol:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our November 27,
2024 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed December 6, 2024
Risk Factors
We may not be able to satisfy listing requirements of Nasdaq or maintain a listing of our
common stock..., page 28
Your response letter dated September 23, 2024 indicates that the size of the resale
offering was determined in part "with a purpose of creating sufficient public float for
market liquidity" and that the resale shares are exempt from lock-up arrangements
to "be counted towards the Company’s public float and allow the Company to satisfy
the initial listing requirements of the Nasdaq Capital Market." Supplement this risk 1.

December 26, 2024
Page 2
factor to explain that the resale offering is in part orchestrated to help you meet listing
standards and address the potential impact it may have on your listing status moving
forward. Include additional detail regarding the risks of delisting if you are unable to
maintain the continued listing requirements of Nasdaq.
Business, page 54
2.Please update your disclosure where appropriate throughout this section to reflect the
passage of time. For example, we note that the "decrease in MCN revenue for the year
ended December 31, 2023" appears to be a trend that has continued during 2024. We
also note disclosure that you "expect to generate revenue in this [sports marketing]
vertical in 2024" and that your "vision is to operate a region-wide advertising platform
in multiple SEA countries, including Thailand, Vietnam, Indonesia, Philippines,
Singapore, and Malaysia, by the end of 2024." Revise to indicate the current status of
these plans and strategies.
General
3.We note your response to prior comment 1. Supplement your discussion of the
background of the convertible note offering, including at pages ii, 4, 36, and 87, so
that the information provided in such response is included within the prospectus itself.
For example, we note that your disclosure regarding the note offering does not explain
that binding term sheets were entered into by the selling stockholders prior to the
execution of related securities purchase agreements. Disclose, if true, that the selling
stockholders committed to purchase the notes pursuant to term sheets dated July 1,
2024, and August 12, 2024, and more fully explain when and why the term sheets
and/or securities purchase agreements with certain investors (e.g., the four
individuals and Grit Securities Limited) were terminated. Disclose the change in
conversion price contemplated by the term sheets. Ensure that this additional
information is provided within the "Selling Stockholders" section of the resale
prospectus beginning at page Alt-3 as well. Additionally, file the executed term sheets
with the selling stockholders as exhibits to the registration statement. In this regard,
we note that the term sheet with Grit Multi-Strategies Investment Company Limited
included within Exhibit A to your response letter dated December 6, 2024 appears to
have the incorrect signature page.
            Please contact Nasreen Mohammed at 202-551-3773 or Doug Jones at 202-551-3309
if you have questions regarding comments on the financial statements and related
matters. Please contact Kelly Reed at 202-551-5332 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ted Paraskevas, Esq.