SecProbe.io

CORRESP
1
filename1.htm

MOBILE
GLOBAL ESPORTS, INC.

500
Post Road East, 2nd Floor

Westport,
CT 06880

    February 19, 2026

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    Mobile Global Esports, Inc.

    Registration Statement on Form S-1

    Filed February 12, 2026

    File No. 333-293424

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Mobile Global Esports, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:30 p.m., Eastern Standard Time, on Friday, February 20, 2026, or as soon thereafter as possible.

Please
notify Jeffrey J. Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    MOBILE GLOBAL ESPORTS, INC.

    By:
    /s/
    Brett Rosin

    Name:
    Brett
Rosin

    Title:
    Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           February 18, 2026

Brett Rosin
Chief Executive Officer
Mobile Global Esports, Inc.
500 Post Road East, 2nd Floor
Westport, CT 06880

       Re: Mobile Global Esports, Inc.
           Registration Statement on Form S-1
           Filed February 12, 2026
           File No. 333-293424
Dear Brett Rosin:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Scott Anderegg at 202-551-3342 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services
cc:    Jeff Fessler
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 13, 2023
David Pross
Chief Executive Officer
Mobile Global Esports, Inc.
500 Post Road East, 2nd Floor
Westport, CT 06880
Re:Mobile Global Esports, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed February 9, 2023
File No. 333-267794
Dear David Pross:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 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 comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
General
1.We reissue our prior comment.  Please revise the cover of your prospectus to include the
information required by Item 501(b)(4) and Item 501(b)(5) of Regulation S-K.

 FirstName LastNameDavid Pross
 Comapany NameMobile Global Esports, Inc.
 February 13, 2023 Page 2
 FirstName LastName
David Pross
Mobile Global Esports, Inc.
February 13, 2023
Page 2
            Please contact Taylor Beech at 202-551-4515 or Jennifer Lopez Molina at 202-551-3792
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Donald Davis

CORRESP
1
filename1.htm

DAVIS & ASSOCIATES

(A PROFESSIONAL LAW CORPORATION)

-SECURITIES, BUSINESS & INTERNATIONAL LAWYERS-

  LOS ANGELES
  NEWPORT BEACH

  (213) 400-2007
  LONDON

Respond To:

P.O. Box 852

Palos Verdes Estates, CA

90274

Date: February 13, 2023

Securities And Exchange Commission

Division of Corporate Finance

Office of Trade and Services

  Attention:
  Taylor Beech

  Jennifer Lopez Molina

  Re:
  Mobile Global Esports, Inc.

  Amendment No. 3 to Registration Statement on Form S-1

  Filed February 13, 2023

  File No. 333-267794

Dear Ms. Beech

Please find as placed on file today, Amendment 3 to the Mobile Global
Exports, Inc.’s S-1 Registration Statement, and corrected consent from its independent CPA dated today.

The Company would like to accelerate and go effective as soon as practical,
either at the market close or before the market open in the morning.

Please let me know by a call if there is anything else the Company
needs to go effective. My cell phone is 213 400 2007.

We greatly appreciate your help in this matter.

Very truly yours,

    /s/ Donald Davis

    Donald Davis

For the Law Offices of Davis & Associates.

(PS: could you check the email address you have for me. I don’t
seem to be getting correspondence from you, and only get a copy sent over from the Company. My email is: Don@securities-attys.com. Thanks.
Don)

CORRESP
1
filename1.htm

Mobile Global Esports, Inc.

February 10, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Taylor Beech, Esq.

RE:	Mobile Global Esports, Inc. (“Company”)

Registration Statement on Form S-1, filed February
9, 2023

(File No. 333-267794) (the “Registration
Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 under the
Securities Act of 1933, as amended, Mobile Global Esports, Inc. (the “Company”) hereby respectfully requests that the
effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 p.m. ET
on Monday, February 13, 2023, or as soon thereafter as is practicable, unless we or our outside counsel, Donald G. Davis request by
telephone that such Registration Statement be declared effective at some other time.

Please direct any questions regarding this filing
to Donald Davis, Esq at 213 400 2007.

    Very
    truly yours,

    MOBILE
    GLOBAL ESPORTS, INC.

    /s/
    David Pross

    Name:
    David
    Pross

    Title:
    Chief Executive
    Officer

CORRESP
1
filename1.htm

DAVIS & ASSOCIATES

(A PROFESSIONAL LAW CORPORATION)

-SECURITIES, BUSINESS & INTERNATIONAL LAWYERS-

    LOS ANGELES
    NEWPORT BEACH

    (310) 823-8300
    LONDON

    (213) 400-2007

    don@securities-attys.com

    Respond To:

    P.O. Box 852

    Palos Verdes Estates, CA

    90274

January 25, 2023

  To:
    Rucha Pandit

Jennifer Lopez Molina

Divison of Corporate Finance

Office of Trade & Services

Securities And Exchange Commission

  Re:
    Mobile Global Esports, Inc.

Registration Statement on Form S-1, Amendment 1
to earlier filing on Forms S-1

Filed this Date

File No. 333-261877

Dear Ms Pandit and Molina,

We represent Mobile Global Esports, Inc. in this matter as outside
legal counsel. This cover letter is filed with the concurrent filing of Amendment number 1 on Form S-1, to our original filing on Form
S-3.

We agree with your conclusion that Form S-3 is not currently available
to the Company, and we have amended our filing to file on Form S-1 as a result.

If you have questions, suggestions or additional thoughts about the
above staff comments, or our response, or about other issues, please contact me at your earliest convenience, by cell phone to (213) 400-2007,
or by email to Don@securities-attys.com.

Thank you for your assistance in this matter.

Very Truly,

/s/ Donald G. Davis, for the Law Offices of Davis &
Associates.

Donald G. Davis

United States securities and exchange commission logo
October 18, 2022
David Pross
Chief Executive Officer
Mobile Global Esports, Inc.
500 Post Road East, 2nd Floor
Westport, CT 06880
Re:Mobile Global Esports, Inc.
Registration Statement on Form S-3
Filed October 7, 2022
File No. 333-267794
Dear David Pross:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 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 comment, we may have additional comments.
Registration Statement on Form S-3 filed October 7, 2022
General
1.Provide us with your analysis as to how you satisfy the eligibility requirements in General
Instruction I.A.3 on Form S-3. In this regard, we note that you have less than 12 calendar
months of reporting history as your initial public offering was declared effective on July
28, 2022. Please amend your registration statement using a form for which you are
eligible on the filing date. For guidance, refer to Question 115.15 of the Securities Act
Forms Compliance and Disclosure Interpretations.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameDavid Pross
 Comapany NameMobile Global Esports, Inc.
 October 18, 2022 Page 2
 FirstName LastName
David Pross
Mobile Global Esports, Inc.
October 18, 2022
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Rucha Pandit at (202) 551-6022 or Jennifer López Molina at (202) 551-
3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Donald Davis

CORRESP
1
filename1.htm

DAVIS & ASSOCIATES

(A PROFESSIONAL LAW CORPORATION)

-SECURITIES, BUSINESS & INTERNATIONAL LAWYERS-

LOS ANGELES                 NEWPORT BEACH

(310) 823-8300                 LONDON

(213) 400-2007

don@securities-attys.com

Respond To:

P.O. Box 852

Palos Verdes Estates, CA

90274

July 27, 2022

    To:
    Mara Ransom

    Divison of Corporate Finance

    Office of Trade & Services

    Securities And Exchange Commission

    Re:
    Mobile Global Esports, Inc.

    Registration Statement on Form S-1, Amendment # 6

    Filed July 26, 2022

    File No. 333-261877

Gentlemen,

We represent Mobile Global Esports, Inc. in this matter as outside
legal counsel.

I believe we have complied with the various requirements we have agreed
with staff upon, necessary for staff to clear this Registration and the Company’s offering.

Attached are requests for effectivness from both the Issuer, and the
Underwriter which we are now filing.

We are hopeful the SEC can accelerate effectness of this registration
statement to sometime tomorrow, Thursday, July 28, 2022, before the close of business, so we can close on the transaction with the underwriter
tomorrow. This is crtical for the Company and the underwriter, particularly given the current volatility of our financial markets.

We appreciate staff’s help in working with us to get our filing
to this point, and hope staff will be able to accomodate us on this last request.

Again, thank you for your support.

If you have questions, suggestions or additional thoughts, please contact
me at your earliest convenience, by cell phone to (213) 400-2007

Very Truly,

/S/ Donald G. Davis, for the Law Offices of Davis &
Associates.

Donald G. Davis

CORRESP
1
filename1.htm

July 26, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington,
D.C. 20549

  RE:
  Mobile Global Esports, Inc.

  Registration Statement on Form S-1

  (File No. 333-261877) (the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
WestPark Capital, Inc., as representative of the underwriters of the offering, hereby joins the request of the Company that the effective
date of the above-captioned Registration Statement by accelerated so as to permit it to become effective on Thursday, July 28,
2022 at 4:30 p.m., ET, or as soon thereafter as practicable.

Pursuant to
Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that we distributed to each underwriter or dealer, who is reasonably anticipated to be
invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary
Prospectus dated July 26, 2022 as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have compiled
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

  Very truly yours,

  WESTPARK CAPITAL, INC.

  By:
  /s/ Jason Stern

  Name:
    Jason Stern

  Title:
    Chief Operating Officer

1900 Avenue of the Stars,
Suite 310, Los Angeles, CA 90067 ● Ph (310) 843-9300 ● Fax
(310) 843-9304

CORRESP
1
filename1.htm

Mobile Global Esports, Inc.

July 27, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE: Mobile Global Esports, Inc. (“Company”)

                                     Registration Statement on Form S-1, filed July 26, 2022

                                     (File No. 333-261877) (the “Registration Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, Mobile Global Esports, Inc. (the “Company”) hereby respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 p.m. ET on Thursday,
July 28, 2022, or as soon thereafter as is practicable, unless we or our outside counsel, Donald G. Davis request by telephone that such
Registration Statement be declared effective at some other time.

Please direct any questions regarding this filing to Donald Davis,
Esq at 213 400 2007.

    Very truly yours,

    MOBILE GLOBAL ESPORTS, INC.

    Name:
    David Pross

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

DAVIS & ASSOCIATES

(A PROFESSIONAL LAW CORPORATION)

-SECURITIES, BUSINESS & INTERNATIONAL LAWYERS-

    LOS ANGELES
    NEWPORT BEACH

    (310) 823-8300
    LONDON

    (213) 400-2007

    don@securities-attys.com

    Respond To:

    P.O. Box 852

    Palos Verdes Estates, CA

    90274

    July 26, 2022

    To:
    Mara Ransom

    Divison of Corporate Finance

    Office of Trade & Services

    Securities And Exchange Commission

    Re:
    Mobile Global Esports, Inc.

    Registration Statement on Form S-1, Amendment # 5

    Filed this Date

    File No. 333-261877

Gentlemen,

We represent Mobile Global Esports, Inc. in this matter as outside
legal counsel. This cover letter is filed with the concurrent filing of Amendment number 6 to the above referenced Registration Statement.

This Amendment number 6 includes the additional risk factor we have
discussed with staff, a revised legal opinion from the Company’s India legal counsel changed only by an update to current on the
date of the opinion, and in accord with the lone comment in your response letter to our 4th amendment to the registration filed, a correction
in the date on CPA’s report.

The Company and the Underwriters would like to file for Acceleration
of this registration statement today or first thing in the morning, and hope that the 48 hour period can be reduced so that we can go
out on Thursday of this week, July 28, 2022, if possible

If you have questions, suggestions or additional
thoughts about the above staff comments, or our response, or about other issues, please contact me at your earliest convenience, by cell
phone to (213) 400-2007, or by email to Don@securities-attys.com.

Thank you for your assistance in this matter.

Very Truly,

/S/ Donald G. Davis, for the Law Offices of Davis &
Associates.

Donald G. Davis

CORRESP
1
filename1.htm

DAVIS & ASSOCIATES

(A PROFESSIONAL LAW CORPORATION)

-SECURITIES, BUSINESS & INTERNATIONAL LAWYERS-

  LOS ANGELES
  NEWPORT BEACH

  (310) 823-8300
  LONDON

(213) 400-2007

don@securities-attys.com

Respond To:

P.O. Box 852

Palos Verdes Estates, CA

90274

July 22, 2022

To:  Theresa Brillant

Aamira Chaudhry

Divison of Corporate Finance

Office of Trade & Services

Securities And Exchange Commission

Re:  Mobile Global Esports, Inc.

Registration Statement on Form S-1, Amendment #
5

Filed this Date

File No. 333-261877

Dear Messrs Brillant and Chaudhry,

We represent Mobile Global Esports, Inc. in this matter as outside
legal counsel.

We are responding to your letter of comments dated July 21, 2022, and
our further telephone confernece this moring on the FRP issue raised.

The Company proposes using the following Disclosure Paragraph in the
manner indicated below

“MOGO PROJECTIONS TO BE DISREGARDED AND NOT RELIED UPON.

The projections in marketing materials presented to potential selling
group members and brokers, and seen perhaps by perspective investors, (so called free writing prospects materials), dated July 8,12 and
19, 2022, contain projections without a disclosure of Managements’ notes and assumptions serving as a basis for such projections,
and are therefore Withdrawn. Such projections should not be relied upon by prospective investors contemplating investment in MOGO’s
common stock. Specifically, projections as to the number of Mogo’s future digital users, future average gaming hours, games, social
hours use, future per user revenue projections, and future Company revenue projections and data projections have been withdrawn and should
not be relied upon in considering whether to invest.”

USE OF PARAGRAPH

-This paragraph will be added as Risk factor 1 in the prospectus; and

-will be added to all FWP graphics currently in use effective immediately
(amended FWP materials will be immediatley refiled), and

-revised FWP materials with this paragraph on the cover page will be
recirculated to all who saw in the road show the earlier FWP materials.

As to the above, and Staff’s 2nd comment in your letter of July
22, the Company will file immediately an amended registration statement with this the above Risk Factor, and a corrected Auditor’s
consent letter, if the above language and procedure is acceptable.

The Company and the Underwriters would still like to file for Acceleration
of this registration statementon on Monday, July 25, 2022, if this amended filing can be accomplished today.

Could you as soon as possible give me a call and provide guidence on
this proposal. Thanks so much for your help.

My cell phone is (213) 400-2007, and my email is
Don@securities-attys.com.

Very Truly,

/S/ Donald G. Davis, for the Law Offices of Davis &
Associates.

Donald G. Davis

CORRESP
1
filename1.htm

DAVIS & ASSOCIATES

(A PROFESSIONAL LAW CORPORATION)

-SECURITIES, BUSINESS & INTERNATIONAL LAWYERS-

    LOS ANGELES
    NEWPORT BEACH

    (310) 823-8300
    LONDON

    (213) 400-2007

    don@securities-attys.com

Respond To:

P.O. Box 852

Palos Verdes Estates, CA

90274

July 21, 2022

    To:
    Theresa Brillant

    Aamira Chaudhry

    Divison of Corporate Finance

    Office of Trade & Services

    Securities And Exchange Commission

    Re:
    Mobile Global Esports, Inc.

    Registration Statement on Form S-1, Amendment # 5

    Filed this Date

    File No. 333-261877

Dear Messrs Brillant and Chaudhry,

We represent Mobile Global Esports, Inc. in this matter as outside
legal counsel. This cover letter is filed with the concurrent filing of Amendment number 5 to the above referenced Registration Statement.

This 5th amendment is filed only to file executed legal opinions of
US and India Legal counsel for the Company as exhibits.

The Company and the Underwriters would like to file for Acceleration
of this registration statementon on Monday, July 25, 2022, if possible

If you have questions, suggestions or additional thoughts about the
above staff comments, or our response, or about other issues, please contact me at your earliest convenience, by cell phone to (213) 400-2007,
or by email to Don@securities-attys.com.

Thank you for your assistance in this matter.

Very Truly,

/S/ Donald G. Davis, for the Law Offices of Davis &
Associates.

Donald G. Davis

United States securities and exchange commission logo
July 21, 2022
David Pross
Chief Executive Officer
Mobile Global Esports, Inc.
616 South El Camino Real, Suite H
San Clemente, CA 92672-4294
Re:Mobile Global Esports, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed July 19, 2022
File No. 333-261877
Dear Mr. Pross:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our June 2, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-1
Exhibit 23.1: Consent of Independent Registered Public Accounting Firm, page 1
1.Please have your auditors file an updated consent that refers to the Report of Independent
Registered Public Accounting Firm dated May 21, 2022.
General
2.We note the free-writing prospectuses you filed on July 12 and 20, 2022 and specifically
the inclusion of user and revenue projections.  Please tell us how this information is
consistent with the requirements of Rule 433(c).  In this regard, your prospectus does not
contain any projections nor any current user information, and the basis for your revenue
projections is unclear absent compliance with Item 10(b) of Regulation S-K.

 FirstName LastNameDavid Pross
 Comapany NameMobile Global Esports, Inc.
 July 21, 2022 Page 2
 FirstName LastName
David Pross
Mobile Global Esports, Inc.
July 21, 2022
Page 2
            You may contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-3307
if you have questions regarding comments on the financial statements and related
matters.  Please contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Donald Davis, Esq.

CORRESP
1
filename1.htm

DAVIS & ASSOCIATES

(A
PROFESSIONAL LAW CORPORATION)

-SECURITIES,
BUSINESS & INTERNATIONAL LAWYERS-

    LOS ANGELES
    NEWPORT BEACH

    (310) 823-8300
    LONDON

    (213) 400-2007

    don@securities-attys.com

Respond To:

P.O. Box 852

Palos Verdes Estates, CA

90274

July 19, 2022

 To: Theresa Brillant

Aamira Chaudhry

Divison of Corporate Finance

Office of Trade & Services

Securities And Exchange Commission

 Re: Mobile Global Esports, Inc.

Registration Statement on Form S-1, Amendment #
3

Filed this Date

File No. 333-261877

Dear Messrs Brillant and Chaudhry,

We represent Mobile Global Esports, Inc. in this matter as outside
legal counsel. This cover letter is filed with the concurrent filing of Amendment number 4 to the above referenced Registration Statement.
This Amendment number 4 is really a pricing amendment, changing the price of the shares and the number of shares to be offered based on
the underwriters testing of the waters and analysis of the market.

The total dollar offering amount remains the same, but the price is
expected to be $4.00 per share, and the amount of shares is increased to 1.5 million shares (plus a 15 % overalotment). The number of
shares to be offered by selling shareholders has also been increased. There are other small changes which amount to formating and typo
cleanup, but nothing material.

The Company and the Underwriters would like to file for Acceleration
of this registration statementon on Friday, July 22, 2022, if possible

If you have questions, suggestions or additional thoughts about the
above staff comments, or our response, or about other issues, please contact me at your earliest convenience, by cell phone to (213) 400-2007,
or by email to Don@securities-attys.com.

Thank you for your assistance in this matter.

Very Truly,

/S/Donald G. Davis, for the Law Offices of Davis & Associates.

Donald G. Davis

CORRESP
1
filename1.htm

DAVIS & ASSOCIATES

(A PROFESSIONAL LAW CORPORATION)

-SECURITIES, BUSINESS & INTERNATIONAL LAWYERS-

    LOS ANGELES

    NEWPORT BEACH

    (310) 823-8300

    LONDON

    (213) 400-2007

    don@securities-attys.com

Respond To:

P.O. Box 852

Palos Verdes Estates, CA

90274

June 17, 2022

    To:
    Theresa Brillant

    Aamira Chaudhry

    Divison of Corporate Finance

    Office of Trade & Services

    Securities And Exchange Commission

    Re:
    Mobile Global Esports, Inc.

    Registration Statement on Form S-1, Amendment # 3

    Filed this Date

    File No. 333-261877

Dear Messrs Brillant and Chaudhry,

We represent Mobile Global Esports, Inc. in this matter as outside
legal counsel. This cover letter is filed with the concurrent filing of Amendment number 3 to the above referenced Registration Statement,
and is responsive to Staff’s Letter of Comments of June 2, 2022.

(Paragraph numbers reference the numbers in Staff’s Letter of
Comments.)

General

1. Please disclose all related party transactions required
by Item 404 of Regulation S-K. In this regard, we note your May 23, 2022 letter response that "Marco Welch, the Company’s
Chairman, is a different person from Marco A. Welch listed as a selling shareholder;" "Marco A. Welch is the son of Marco
Welch;" and Marco A. Welch, the son, has 150,000 shares and is a selling shareholder listed in the selling shareholder
list."

Complied with.

We note further that there has been no activity by the Company, the
underwriter, of their representatives to test the waters for the market for this offering to date.

If you have questions, suggestions or additional thoughts about the
above staff comments, or our response, or about other issues, please contact me at your earliest convenience, by cell phone to (213) 400-2007,
or by email to Don@securities-attys.com.

Thank you for your assistance in this matter.

Very Truly,

    /s/ Donald G. Davis

    Donald G. Davis

United States securities and exchange commission logo
June 2, 2022
David Pross
Chief Executive Officer
Mobile Global Esports, Inc.
616 South El Camino Real, Suite H
San Clemente, CA 92672-4294
Re:Mobile Global Esports, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 23, 2022
File No. 333-261877
Dear Mr. Pross:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our April 13, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1 Filed May 23, 2022
General
1.Please disclose all related party transactions required by Item 404 of Regulation S-K. In
this regard, we note your May 23, 2022 letter response that "Marco Welch, the
Company’s Chairman, is a different person from Marco A. Welch listed as a selling
shareholder;" "Marco A. Welch is the son of Marco Welch;" and Marco A. Welch, the
son, has 150,000 shares and is a selling shareholder listed in the selling shareholder list."

 FirstName LastNameDavid Pross
 Comapany NameMobile Global Esports, Inc.
 June 2, 2022 Page 2
 FirstName LastName
David Pross
Mobile Global Esports, Inc.
June 2, 2022
Page 2
            You may contact Theresa Brillant at 202-551-3307 or Aamira Chaudhry at 202-551-3389
if you have questions on the financial statements and related matters.  Please contact Jennie
Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Donald Davis, Esq.

CORRESP
1
filename1.htm

DAVIS & ASSOCIATES

(A PROFESSIONAL LAW CORPORATION)

-SECURITIES, BUSINESS & INTERNATIONAL LAWYERS-

  LOS ANGELES
  NEWPORT BEACH

  (310) 823-8300
       LONDON

  (213) 400-2007

  don@securities-attys.com

Respond To:

P.O. Box 852

Palos Verdes Estates, CA

90274

May 23, 2022

    To:
    Nicholas Lamparski

    Mara Ransom

    Divison of Corporate Finance

    Office of Trade & Services

    Securities And Exchange Commission

    Re:
    Mobile Global Esports, Inc.

    Registration Statement on Form S-1, Amendment # 2

    Filed this Date

    File No. 333-261877

Dear Messrs Lamparski and Ransom,

We represent Mobile Global Esports Inc. in this matter as outside legal
counsel. This cover letter is filed with the concurrent filing of Amendment number 1 to the above referenced Registration Statement, and
is responsive to Staff’s Letter of Comments of April 13, 2022.

(Paragraph numbers reference the numbers in Staff’s Letter of
Comments.)

Cover Page 1. We note your references to an “assumed”
or “expected” initial offering price per share of $6.00 throughout the filing. Because you are not subject to the reporting
requirements of Section 13(a) or 15(d) of the Exchange Act, amend your disclosure to provide a bona fide estimate of a range of the maximum
offering price per share, rather than an “assumed” or “expected” price. See Instruction 1(A) to Item 501(b)(3) of
Regulation S-K

Complied with. We have provided a range of between $6.00 and $6.75
as the pricing range. However, due to the turmoil in the market, we have opted to use the floor of that range, or $6.00 as the basis for
estimated use of proceeds, and other calculations in the Prospectus, all though the underwriters remain optimistic that a higher price
might be used, depending on market conditions.

2. Revise your disclosure to clearly state whether your offering
is contingent upon the listing of your shares on the Nasdaq Capital Market, rather than state that the offering “may” not be
completed without such listing. If this offering is not contingent upon such listing, provide risk factor disclosure that explains the
risk of purchasing securities for which there is no market.

Complied with.

Material Agreements, page 39

3. We note your amended disclosure in response to comment 4, and
partially reissue our comment. Please disclose the length of the terms of your agreements with Artemis Avenue, LLC, including the Licensing
Software Agreement and Core Platform Agreement.

Complied with.

Certain Relationships and Related-Party Transactions, page 59

4. Revise to include your Services Agreement with EUSAI or tell
us why you do not believe this is necessary.

The Services Agreement has been disclosed under Related Party Transactions,
and referenced back to the more complete disclosure of the Agreement under Material Contracts.

Selling Stockholders, page 63

5. We note your disclosure that, “None of the Selling Stockholders
are officers, directors, or 5% or more shareholders of the Company.” However, it appears that your Chairman, Marco Welch, is listed
as a selling stockholder in the table on page 61. Given that Mr. Welch is subject to a lock-up agreement, his ability to sell seems limited
(and the amount of securities he holds seems to differ in the 2 tables). Please revise accordingly or advise.

Marco Welch, the Company’s Chairman, is a different person
from Marco A. Welch listed as a selling shareholder. Marco A. Welch is the son of Marco Welch, and both have represented to the Company
that Marco A. Welch is an adult, a sophisticated investor, makes his own investment decisions separately from Marco Welch (senior), and
has no agreement to dispose or vote his shares in any tying arrangement or agreement with his father.

Marco Welch (Senior) has 20,000 MOGO shares and is subject to the
Lock-up Agreement with respect to his shares. Marco A. Welch, the son, has 150,000 shares and is a selling shareholder listed in the selling
shareholder list.

The disclosure has been clarified in this regard.

    2

General 6.

We note your response to comment 11 and note your amended disclosure
on page 71 that the selling stockholders may sell their shares of common stock “at negotiated prices, at prices prevailing at the
time of sale or at prices related to such prevailing market prices” and that such shares are not being sold as part of the underwritten
offering. Please revise your disclosure on the prospectus cover page, and make corresponding changes elsewhere in the prospectus, to disclose
that the selling stockholders will offer and sell their shares at a fixed price until the company’s common stock is listed on the Nasdaq
Capital Market, at which time they may be sold at prevailing market prices or privately negotiated prices and disclose the fixed price
in the prospectus. Alternatively, state that no shares offered by the selling stockholders will be sold until after your common stock
has begun trading on the Nasdaq Capital Market. Refer to Item 501(b)(3) of Regulation S-K.

We have revised the language to make clear that no shares offered
by the selling stockholders will be sold until after the common stock has begun trading on the Nasdaq Capital Market.

If you have questions, suggestions or additional thoughts about the
above staff comments, or our response, or about other issues, please contact me at your earliest convenience, by cell phone to (213) 400-2007,
or by email to Don@securities-attys.com.

Thank you for your assistance in this matter.

Very Truly,

    /S/ Donald G. Davis

    Donald G, Davis,

    for The Law Offices of Davis & Associates

3

United States securities and exchange commission logo
April 13, 2022
David Pross
Chief Executive Officer
Mobile Global Esports, Inc.
616 South El Camino Real, Suite H
San Clemente, CA 92672-4294
Re:Mobile Global Esports, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 21, 2022
File No. 333-261877
Dear Mr. Pross:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our January 19, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed March 21, 2022
Cover Page
1.We note your references to an "assumed" or "expected" initial offering price per share of
$6.00 throughout the filing.  Because you are not subject to the reporting requirements of
Section 13(a) or 15(d) of the Exchange Act, amend your disclosure to provide a bona fide
estimate of a range of the maximum offering price per share, rather than an "assumed" or
"expected" price.  See Instruction 1(A) to Item 501(b)(3) of Regulation S-K.

 FirstName LastNameDavid Pross
 Comapany NameMobile Global Esports, Inc.
 April 13, 2022 Page 2
 FirstName LastName
David Pross
Mobile Global Esports, Inc.
April 13, 2022
Page 2
2.Revise your disclosure to clearly state whether your offering is contingent upon the listing
of your shares on the Nasdaq Capital Market, rather than state that the offering "may" not
be completed without such listing.  If this offering is not contingent upon such listing,
provide risk factor disclosure that explains the risk of purchasing securities for which
there is no market.
Material Agreements, page 39
3.We note your amended disclosure in response to comment 4, and partially reissue our
comment.  Please disclose the length of the terms of your agreements with Artemis
Avenue, LLC, including the Licensing Software Agreement and Core Platform
Agreement.
Certain Relationships and Related-Party Transactions, page 59
4.Revise to include your Services Agreement with EUSAI or tell us why you do not believe
this is necessary.
Selling Stockholders, page 63
5.We note your disclosure that, "None of the Selling Stockholders are officers, directors, or
5% or more shareholders of the Company."  However, it appears that your Chairman,
Marco Welch, is listed as a selling stockholder in the table on page 61.  Given that Mr.
Welch is subject to a lock-up agreement, his ability to sell seems limited (and the amount
of securities he holds seems to differ in the 2 tables).  Please revise accordingly or advise.
General
6.We note your response to comment 11 and note your amended disclosure on page 71 that
the selling stockholders may sell their shares of common stock "at negotiated prices, at
prices prevailing at the time of sale or at prices related to such prevailing market
prices" and that such shares are not being sold as part of the underwritten offering.  Please
revise your disclosure on the prospectus cover page, and make corresponding changes
elsewhere in the prospectus, to disclose that the selling stockholders will offer and sell
their shares at a fixed price until the company's common stock is listed on the Nasdaq
Capital Market, at which time they may be sold at prevailing market prices or privately
negotiated prices and disclose the fixed price in the prospectus.  Alternatively, state that
no shares offered by the selling stockholders will be sold until after your common stock
has begun trading on the Nasdaq Capital Market.  Refer to Item 501(b)(3) of Regulation
S-K.

 FirstName LastNameDavid Pross
 Comapany NameMobile Global Esports, Inc.
 April 13, 2022 Page 3
 FirstName LastName
David Pross
Mobile Global Esports, Inc.
April 13, 2022
Page 3
            Please contact Nicholas Lamparski at 202-551-4695 or Mara Ransom at 202-551-
3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Donald Davis

CORRESP
1
filename1.htm

DAVIS & ASSOCIATES

(A PROFESSIONAL LAW CORPORATION)

-SECURITIES, BUSINESS & INTERNATIONAL LAWYERS-

    LOS ANGELES

    NEWPORT BEACH

    (310) 823-8300

    LONDON

    (213) 400-2007

    don@securities-attys.com

Respond To:

P.O. Box 852

Palos Verdes Estates, CA

90274

March 21, 2022

To: Nicholas Lamparski

Lilyanna Peyser

Divison of Corporate Finance

Office of Trade & Services

Securities And Exchange Commission

Re: Mobile Global Esports, Inc.

Registration Statement on Form S-1, Amendment #
1

Filed this Date

File No. 333-261877

Dear Messrs Lamparski and Peyser,

We represent Mobile Global Esports, Inc. in this matter as outside
legal counsel. This cover letter is filed with the concurrent filing of Amendment number 1 to the above referenced Registration Statement,
and is responsive to Staff’s Letter of Comments of January 19, 2022.

(Paragraph numbers reference the numbers in Staff’s Letter of
Comments.)

Risk Factors

Risks Related to Our Business

“We have relied on third-party sources for market and industry
data . . .”, page 7

1. Your statement that
you “have not independently verified data from industry publications and other third-party sources and therefore cannot assure .
. . that they are complete or reliable,” appears to disclaim responsibility with respect to the third party information. Please either
delete this risk factor or revise to state that you are responsible for such information.

This risk factor has been deleted.

The Business of Mogo

The Online Esports Industry, page 24

2. Your disclosure throughout the filing indicates that you
intend to operate in India and South Asia. Yet the statistics you provide in this section about SuperData’s Year in Review appears
to discuss the impact that COVID-19 lockdowns had on the video game industry in the U.S. Please tell us how these statistics apply
to your intended business operations or, in the alternative, please revise this disclosure as appropriate.

Our disclosure has been revised and this specific language deleted.

Government Regulation, page 32

3. Please revise to discuss
the effect of any Indian governmental regulations or restrictions, including but not limited to the “real money games” you discuss
on page 24, that will materially impact your business consistent with Item 101(h)(4)(ix) of Regulation S-K and, if appropriate, include
risk factor disclosure describing the risks to your business resulting from such regulations or restrictions.

We believe the discussion is complete, and the risk factor on
regulation has been expanded to encompass this discussion. Management knows of no new or probable government laws or
regulations that would effect our business.

Material Agreements, page 32

4. Your statement that
“[i]f there is any inconsistency between this summary and the Agreements, the actual executed Agreements will control” appears
to suggest that you have not accurately presented the material terms of the agreements discussed in this section. Please revise to remove
this statement and ensure you have accurately summarized the material terms of the agreements discussed. In addition, please disclose
the length of the terms of the Agreements.

This statement has been revised. All material terms of the agreements
have been summarized in the Material Agreements section of the registration statement.

The SII-MOGO Founders Agreement and Supplement Agreement, page
33

5. Your disclosure throughout
the filing indicates that SII has licensed to you certain commercialization rights associated with approximately 73 universities. However,
your disclosure on page 33 indicates that some of the rights have not been granted to SII, but are only “under discussion.”
On page 25, you also disclose that “51 Indian universities . . . have committed to sending teams to SII’s virtual esports events.”
Please revise to clarify how many of these rights SII has already acquired and are held under contract by SII, as compared to how many
of these rights SII has yet to acquire, does not hold under contract, and are still “under discussion.”

Mogo has acquired rights by Assignment from Sports Industry of India,
Inc., (SII), and its subsidiaries, of rights granted under executed contracts with 73 India Universities by and between SII’s subsidaries
and each university. A listing of the identity of all 73 India Universites has been included under Material Agreements in the prospectus.
The disclosures on the above referenced pages have been corrected accordingly.

Management

Directors and Executive Officers, page 40

6. We note that the biographical
descriptions of your officers and directors are unclear with regard to the most recent five years of business experience, particularly
with respect to the relevant dates of employment. Please revise the descriptions of your officers and directors to eliminate any gaps
or ambiguities regarding their experience during the most recent five years. Please refer to Item 401(e) of Regulation S-K.

The biographical descriptions for the Board of Directors and
principal officers has been expanded accordingly

Principal Stockholders, page 45

7. Please revise your beneficial
ownership table to identify the natural person(s) with voting and/or investment control over Sports Industry of India, Inc. and Kurt &
Brenda Warner Revocable Trust. Refer to Item 403 of Regulation S-K

Complied with.

    2

Certain Relationships and Related-Party Transactions, page 46

8. Please revise to provide the complete disclosure called for
by Item 404(d)(1) of Regulation S-K. In this regard, Item 404(d)(1) requires that smaller reporting companies provide related party
transaction information if the amount involved exceeds the lesser of $120,000 or 1% of the average of the company’s total
assets at year end for the last two completed fiscal years. Since your date of inception was March 11, 2021 and your total assets at
August 31, 2021 amount to $320,644, please revise your disclosure to indicate that this section will cover each related party
transaction since the beginning of your last fiscal year, or any currently proposed transaction, in which the amount involved
exceeds 1% of the average of your total assets at August 31, 2021. Please also disclose your issuance of 2,650,000 shares to SII
under the Founders Agreement, or tell us why you believe you are not required to do so. Refer to Item 404(d)(1) of Regulation S-K
and Instruction 1(b)(i) to Item 404(a) of Regulation S-K.

The prospectus has been amended to provide disclosure as required
by Item 404(d)(1) of Regulation S-k

General

9. Please revise your prospectus
cover page and Prospectus Summary to disclose that your officers, directors, and 5% stockholders will have a significant and perhaps controlling
influence over your company following the completion of this offering. As a related matter, please disclose whether you expect to meet
the definition of a“controlled company” under Nasdaq listing rules after the completion of the offering and, if so, whether
you intend to rely on any exemptions as a controlled company. If applicable, please disclose on the prospectus cover page and in the prospectus
summary that you are a controlled company, and include a risk factor that discusses the effect, risks and uncertainties of being designated
a controlled company.

Officers, directors and 5% or more shareholders currently own
in the aggregate approximately 41% of our outstanding common stock before this offering, While a sizable block, this does not
constitute ‘Control’ of the Company. Further, there is no agreement or understanding to act in concert by such
shareholders, so no, they do not constitute a ‘group’ for inclusion in the disclosure as a “control
group.”

Language has been added discussing that Officers, Directors and
5% Shareholders own less then 50 percent of the outstanding stock of the company, but in the aggregate own approximately 41% of our
outstanding Common Stock, and if they chose to cast their shares together, they could have a significant impact on the company and its
activities. ( See “Risks Related to Our Common Stock- Our officers, directors and 5% stockholders may exert significant
influence over our affairs, including the outcome of matters requiring stockholder approval.” under Risk Factors

10. We note your disclosure on page 3 states that you have a “registered
office in India.” However, the disclosure throughout the rest of your registration statement as well as in your articles of incorporation
and bylaws indicates that your registered office is in the state of Delaware. Please revise to clarify, if true, that your “registered
office in India” is the address for your agent for service in India. Further, to the extent you have opened an office in India,
please revise your disclosure to make this clear to investors. As currently written, your disclosure on page 32 suggests that you will
open a dedicated office in India “once sufficient funding is available and the Covid restrictions are lifted.”

You are correct. The Company’s office in India now exists
and serves as a location for service of process, and also has facilities for our India employees, although they mostly work from home.
This disclosure has been clarified in the prospectus.

    3

11. Please include the
information required by Item 8 of Form S-1 with respect to the offering by the selling stockholders. In addition, if true, clarify in
appropriate places throughout the prospectus that the expected offering price of $6.00 per share applies to the offering of shares to
be sold by both the company and the selling stockholders.

Complied with.

12. 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. Please contact the staff member associated with the review of this filing to discuss how to submit the materials,
if any, to us for our review.

There has been no activity by the Company, the underwriter, or
their representatives to test the waters for the market for this offering to date, and there has been no use of so called free writing
materials. As a result, there is nothing to supply.

If you have questions, suggestions or additional thoughts about the
above staff comments, or our response, or about other issues, please contact me at your earliest convenience, by cell phone to (213) 400-2007,
or by email to Don@securities-attys.com.

Thank you for your assistance in this matter.

    Very Truly,

    /s/ Donald G. Davis

    Donald G. Davis

4

United States securities and exchange commission logo
January 19, 2022
David Pross
Chief Executive Officer
Mobile Global Esports, Inc.
616 South El Camino Real, Suite H
San Clemente, CA 92672-4294
Re:Mobile Global Esports, Inc.
Registration Statement on Form S-1
Filed December 23, 2021
File No. 333-261877
Dear Mr. Pross:
            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 23, 2021
Risk Factors
Risks Related to Our Business
"We have relied on third-party sources for market and industry data . . .", page 7
1.Your statement that you "have not independently verified data from industry publications
and other third-party sources and therefore cannot assure . . . that they are complete or
reliable," appears to disclaim responsibility with respect to the third party
information.  Please either delete this risk factor or revise to state that you are responsible
for such information.

 FirstName LastNameDavid Pross
 Comapany NameMobile Global Esports, Inc.
 January 19, 2022 Page 2
 FirstName LastName
David Pross
Mobile Global Esports, Inc.
January 19, 2022
Page 2
The Business of Mogo
The Online Esports Industry, page 24
2.Your disclosure throughout the filing indicates that you intend to operate in India and
South Asia.  Yet the statistics you provide in this section about SuperData's Year in
Review appears to discuss the impact that COVID-19 lockdowns had on the video game
industry in the U.S.  Please tell us how these statistics apply to your intended business
operations or, in the alternative, please revise this disclosure as appropriate.
Government Regulation, page 32
3.Please revise to discuss the effect of any Indian governmental regulations or restrictions,
including but not limited to the "real money games" you discuss on page 24, that will
materially impact your business consistent with Item 101(h)(4)(ix) of Regulation S-K and,
if appropriate, include risk factor disclosure describing the risks to your business resulting
from such regulations or restrictions.
Material Agreements, page 32
4.Your statement that "[i]f there is any inconsistency between this summary and the
Agreements, the actual executed Agreements will control" appears to suggest that you
have not accurately presented the material terms of the agreements discussed in this
section.  Please revise to remove this statement and ensure you have accurately
summarized the material terms of the agreements discussed.  In addition, please disclose
the length of the terms of the Agreements.
The SII-MOGO Founders Agreement and Supplement Agreement, page 33
5.Your disclosure throughout the filing indicates that SII has licensed to you certain
commercialization rights associated with approximately 73 universities.  However, your
disclosure on page 33 indicates that some of the rights have not been granted to SII, but
are only "under discussion."  On page 25, you also disclose that "51 Indian universities . . .
have committed to sending teams to SII’s virtual esports events."  Please revise to clarify
how many of these rights SII has already acquired and are held under contract by SII, as
compared to how many of these rights SII has yet to acquire, does not hold under contract,
and are still "under discussion."
Management
Directors and Executive Officers, page 40
6.We note that the biographical descriptions of your officers and directors are unclear with
regard to the most recent five years of business experience, particularly with respect to the
relevant dates of employment.  Please revise the descriptions of your officers and directors
to eliminate any gaps or ambiguities regarding their experience during the most recent five
years.  Please refer to Item 401(e) of Regulation S-K.

 FirstName LastNameDavid Pross
 Comapany NameMobile Global Esports, Inc.
 January 19, 2022 Page 3
 FirstName LastNameDavid Pross
Mobile Global Esports, Inc.
January 19, 2022
Page 3
Principal Stockholders, page 45
7.Please revise your beneficial ownership table to identify the natural person(s) with voting
and/or investment control over Sports Industry of India, Inc. and Kurt & Brenda Warner
Revocable Trust.  Refer to Item 403 of Regulation S-K.
Certain Relationships and Related-Party Transactions, page 46
8.Please revise to provide the complete disclosure called for by Item 404(d)(1) of
Regulation S-K.  In this regard, Item 404(d)(1) requires that smaller reporting companies
provide related party transaction information if the amount involved exceeds the lesser of
$120,000 or 1% of the average of the company’s total assets at year end for the last two
completed fiscal years.  Since your date of inception was March 11, 2021 and your total
assets at August 31, 2021 amount to $320,644, please revise your disclosure to indicate
that this section will cover each related party transaction since the beginning of your last
fiscal year, or any currently proposed transaction, in which the amount involved exceeds
1% of the average of your total assets at August 31, 2021.  Please also disclose your
issuance of 2,650,000 shares to SII under the Founders Agreement, or tell us why you
believe you are not required to do so.  Refer to Item 404(d)(1) of Regulation S-K and
Instruction 1(b)(i) to Item 404(a) of Regulation S-K.
General
9.Please revise your prospectus cover page and Prospectus Summary to disclose that
your officers, directors, and 5% stockholders will have a significant and perhaps
controlling influence over your company following the completion of this offering.  As a
related matter, please disclose whether you expect to meet the definition of a
“controlled company” under Nasdaq listing rules after the completion of the offering and,
if so, whether you intend to rely on any exemptions as a controlled company.  If
applicable, please disclose on the prospectus cover page and in the prospectus summary
that you are a controlled company, and include a risk factor that discusses the effect, risks
and uncertainties of being designated a controlled company.
10.We note your disclosure on page 3 states that you have a "registered office in India."
However, the disclosure throughout the rest of your registration statement as well as in
your articles of incorporation and bylaws indicates that your registered office is in the
state of Delaware.  Please revise to clarify, if true, that your "registered office in India" is
the address for your agent for service in India.  Further, to the extent you have opened an
office in India, please revise your disclosure to make this clear to investors.  As currently
written, your disclosure on page 32 suggests that you will open a dedicated office in India
"once sufficient funding is available and the Covid restrictions are lifted."
11.Please include the information required by Item 8 of Form S-1 with respect to the offering
by the selling stockholders.  In addition, if true, clarify in appropriate places throughout
the prospectus that the expected offering price of $6.00 per share applies to the offering of

 FirstName LastNameDavid Pross
 Comapany NameMobile Global Esports, Inc.
 January 19, 2022 Page 4
 FirstName LastName
David Pross
Mobile Global Esports, Inc.
January 19, 2022
Page 4
shares to be sold by both the company and the selling stockholders.
12.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.  Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nicholas Lamparski at 202-551-4695 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Donald Davis