SecProbe.io

CORRESP
1
filename1.htm

PODCASTONE, INC.


345 North Maple Drive, Suite 295

Beverly Hills, CA 90210

April 20, 2026

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention: Ms. Jan Woo, Legal Branch Chief

    Re:
    PodcastOne, Inc.

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

Filed on April 10, 2026

    File No. 333-294892

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, PodcastOne, Inc. (the “Company”) hereby requests that the effective date of
the above-referenced Registration Statement on Form S-3, as amended (the “Registration Statement”) be accelerated so
that it will become effective at 5:00 P.M. Eastern Time on Tuesday, April 21, 2026, or as soon as practicable thereafter.

We
respectfully request that we be notified of such effectiveness by a telephone call to Sasha Ablovatskiy, Esq. of Foley Shechter Ablovatskiy
LLP at (212) 335-0466, or in his absence Jonathan Shechter, Esq. of Foley Shechter Ablovatskiy LLP at (212) 335-0465.

    Sincerely,

    PODCASTONE, INC.

    By:
    /s/ Ryan Carhart

    Name:
    Ryan Carhart

    Title:
    Chief Financial Officer

    Cc:

    Robert S. Ellin, Executive Chairman

    Kit Gray, President

    Sasha Ablovatskiy, Esq. (Foley Shechter Ablovatskiy LLP)

    Jonathan Shechter, Esq. (Foley Shechter Ablovatskiy LLP)

CORRESP
1
filename1.htm

PODCASTONE, INC.

345 North Maple Drive, Suite 295

Beverly Hills, CA 90210

January 27, 2025

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention: Uwem Bassey and Mitchell Austin

    Re:
    PodcastOne, Inc.

    Registration Statement on Form S-3

    File No. 333-283818

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, PodcastOne, Inc. (the “Company”) hereby requests that the effective date of
the above-referenced Registration Statement on Form S-3 (as amended, the “Registration Statement”) be accelerated so
that it will become effective at 5:00 P.M. Eastern Time on Wednesday, January 29, 2025, or as soon as practicable thereafter.

We
respectfully request that we be notified of such effectiveness by a telephone call to Sasha Ablovatskiy, Esq. of Foley Shechter Ablovatskiy
LLP at (212) 335-0466, or in his absence Jonathan Shechter, Esq. of Foley Shechter Ablovatskiy LLP at (212) 335-0465.

    Sincerely,

    PODCASTONE, INC.

    By:
    /s/ Aaron Sullivan

    Name:
    Aaron Sullivan

    Title:
    Chief Financial Officer

    Cc:

    Kit Gray, President

    Robert S. Ellin, Executive Chairman

    Sasha Ablovatskiy, Esq. (Foley Shechter Ablovatskiy LLP)

    Jonathan Shechter, Esq. (Foley Shechter Ablovatskiy LLP)

CORRESP
1
filename1.htm

Attorneys at Law

641 Lexington Avenue | 14th Floor

New York, New York 10022

Dial: 212.335.0466

Fax: 917.688.4092

info@foleyshechter.com

www.foleyshechter.com

    January 3, 2025

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

Mail Stop 3561

Washington, D.C. 20549

    Attn:
     Uwem Bassey and Mitchell Austin

    Re:
    PodcastOne, Inc.

    Registration Statement on Form S-3

    Filed December 13, 2024

    File No. 333-283818

Ladies and Gentlemen:

This firm is outside corporate
and securities counsel to PodcastOne, 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 December 20, 2024 (the “Letter”), relating to the Company’s
Registration Statement on Form S-3 (File No. 333-283818) filed with the Commission on December 13, 2024 (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. 1 to the Registration Statement (“Amendment
No. 1”).

{continued on following page}

Registration Statement on Form S-3

General

    1.
    Please revise the cover page and elsewhere to disclose the number of warrants  covered by this registration statement. Also, please include a revised legality opinion that specifies the number of warrants covered by the legality opinion. Lastly, ensure you provide the selling stockholder disclosure required by Item 507 of Regulation S-K for the warrants.

The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on the cover page, throughout Amendment No. 1 and in the legality opinion accordingly. The
Company has also revised the selling stockholder disclosure in Amendment No. 1 accordingly.

Signatures, page II-6

    2.
    We note your principal executive officer signed the registration on behalf of the registrant. Please also ensure your principal executive officer signs the registration statement in his individual capacity.

The Company respectfully
acknowledges the Staff’s comment and has revised the signature page of Amendment No. 1 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 Amendment No. 1, 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:
    PodcastOne, Inc.

Kit Gray, President

Aaron Sullivan, Chief Financial Officer

    3

December 20, 2024
Aaron Sullivan
Chief Financial Officer
PodcastOne, Inc.
345 North Maple Drive, Suite 295
Beverly Hills, CA 90210
Re:PodcastOne, Inc.
Registration Statement on Form S-3
Filed December 13, 2024
File No 333-283818
Dear Aaron Sullivan:
            We have conducted a limited review of your registration statement and have the
following comments.
            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.
Registration Statement on Form S-3
General
1.Please revise the cover page and elsewhere to disclose the number of warrants
covered by this registration statement. Also, please include a revised legality opinion
that specifies the number of warrants covered by the legality opinion. Lastly, ensure
you provide the selling stockholder disclosure required by Item 507 of Regulation S-K
for the warrants.
Signatures, page II-6
2.We note your principal executive officer signed the registration on behalf of the
registrant. Please also ensure your principal executive officer signs the registration
statement in his individual capacity.

December 20, 2024
Page 2
            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 Uwem Bassey at 202-551-3433 or Mitchell Austin at 202-551-3574
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Sasha Ablovatskiy

CORRESP
1
filename1.htm

COURTSIDE GROUP,
INC.

335 N. Maple Drive, Suite 127

Beverly Hills, CA 90210

May 11, 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.

    Registration Statement on Form S-1

    File No. 333-269028

Ladies and Gentlemen:

In accordance with Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the
effective date of the Registration Statement on Form S-1 (File No. 333-269028) (as amended, the “Registration
Statement”) of Courtside Group, Inc. We respectfully request that the Registration Statement become effective as of 12:00
p.m. Eastern Time on Monday, May 15, 2023, or as soon as practicable thereafter, or at such other time thereafter as our counsel, Foley
Shechter Ablovatskiy LLP, may request by telephone.

Once the Registration Statement
has been declared effective, we respectfully request that we be notified of such effectiveness
by a telephone call to Sasha Ablovatskiy, Esq. of Foley Shechter Ablovatskiy LLP at (212) 335-0466 or Jonathan Shechter, Esq. of Foley
Shechter Ablovatskiy LLP at (212) 335-0465.

Thank you for your assistance in this matter.

    Sincerely,

    COURTSIDE GROUP, INC.

    By:
    /s/ Robert S. Ellin

    Name:
    Robert S. Ellin

    Title:
    Executive Chairman

    Cc:

    Kit Gray, President

    Aaron Sullivan, Interim CFO

    Sasha Ablovatskiy, Esq. (Foley Shechter Ablovatskiy LLP)

    Jonathan Shechter, Esq. (Foley Shechter Ablovatskiy LLP)

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

United States securities and exchange commission logo
May 2, 2023
Kit Gray
President
Courtside Group, Inc.
335 N. Maple Drive, Suite 127
Beverly Hills, California 90210
Re:Courtside Group, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed April 26, 2023
File No. 333-269028
Dear Kit Gray:
            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 20, 2023 letter.
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.

 FirstName LastNameKit Gray
 Comapany NameCourtside Group, Inc.
 May 2, 2023 Page 2
 FirstName LastName
Kit Gray
Courtside Group, Inc.
May 2, 2023
Page 2
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.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sasha Ablovatskiy

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

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

United States securities and exchange commission logo
April 20, 2023
Kit Gray
President
Courtside Group, Inc.
335 N. Maple Drive, Suite 127
Beverly Hills, California 90210
Re:Courtside Group, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 7, 2023
File No. 333-269028
Dear Kit Gray:
            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.
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.

 FirstName LastNameKit Gray
 Comapany NameCourtside Group, Inc.
 April 20, 2023 Page 2
 FirstName LastName
Kit Gray
Courtside Group, Inc.
April 20, 2023
Page 2
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.
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.
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.
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.
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.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Matthew Crispino, Staff Attorney, at (202) 551- 3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sasha Ablovatskiy

CORRESP
1
filename1.htm

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 7, 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 to Registration
    Statement on Form S-1/A

    Filed December 27, 2022

    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 March 27, 2023 (the “Letter”),
relating to the Company’s Amendment No. 1 to the Registration Statement on Form S-1/A (File No. 333-269028) filed with the
Commission on March 13, 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. 2 to the Registration Statement (the
“Amendment No. 2”).

{continued on following page}

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

Summary Unaudited Pro Forma Condensed Consolidated Financial
and Operating Data, page 21

1. We note your revised presentation
                                            in response to prior comment 8. Please address the following:

 ● Revise to remove the reference to “Pro Forma”
                                            in the header to the Summary Condensed Consolidated Financial and Operating Data. In this
                                            regard, only some of the information presented is pro forma. Also, ensure that the paragraphs
                                            before the tables clearly indicate what information is presented on an actual versus a pro
                                            forma basis.

 ● It’s unclear why you have removed historical comparable
                                            financial information from these tables. Please revise to include the appropriate historical
                                            comparable statement of operations and cash flow information as previously provided. Ensure
                                            any restated periods are appropriately labeled as restated.

 ● Footnote (3) on page 22 still makes reference to the period
                                            from July 1, 2020 to March 31, 2021 and the period from April 1, 2020 to June 30, 2020. Please
                                            revise to remove these references as pro forma information for those periods is no longer
                                            presented.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 21 of Amendment No. 2 accordingly.

    2.
    We note your additional
    disclosure in footnote (3) in response to prior comment 9 and your disclosure on page 130, which indicates that these shares give
    no effect to Mandatory Redemption that was triggered as of February 15, 2023. Since redemption of $1 million of the Bridge Notes
    has occurred, tell us your basis for excluding the impact in your pro forma presentation and share amounts throughout, or revise.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 23 of Amendment No. 2 accordingly.

Non-GAAP Financial Measures, page 24

    3.
    We note your revisions
    in response to prior comment 12. Please revise to reconcile from GAAP gross profit to Non-GAAP contribution margin. In this regard,
    revise your reconciliation to be consistent with what was included in the initial filing, which began with gross profit and ended
    with contribution margin. Refer to Question 102.10(b) of the Non-GAAP C&DIs. Further, revise the sentence above the table to
    state this is the reconciliation of Contribution Margin to Gross Profit, the most comparable GAAP financial measure. Similar revisions
    should be made on page 86.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 24 of Amendment No. 2 accordingly.

    2

Risk Factors

Risks Relating to Our Common Stock and the
Securities Market

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 64

    4.
    We
    note your response to prior comment 19 clarifying that other than the sale of the Bridge Notes, there have not been any private transactions
    of the Company’s common stock in the recent past and that its common stock does not have a history of trading. We also note
    your disclosure that, “there is no recent price history for our common stock being sold in private transactions and accordingly,
    the sale price history or historical private sales will not be a factor affecting the current reference price to be determined by
    the Nasdaq Capital Market.” Given that your Bridge Notes will automatically convert to the Company’s common stock, please reconcile
    this conflicting information or advise.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 64 of Amendment No. 2 accordingly.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations Key Business Metric, page 85

    5.
    We
    note your response to prior comment 21 and reissue it. 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.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 86 of Amendment No. 2 accordingly.
The Company reviews various operating and financial metrics, including the number of podcasts downloaded on its platform, to evaluate
its business, measure its performance, identify trends affecting its business, formulate business plans and make strategic decisions.
The Company believes that the number of impressions sold in each period, monthly unique listeners and monthly average listeners do not
materially help to evaluate its business, measure its performance or provide a better understanding of its results. The Company further
believes that there are no uniform metrics for selling multi-platform blended opportunities (video, audio, embedded, ad insertion, as
well as social platform exposure) except for a CPM on a show by show basis. While there is no one ranking source for podcasting companies,
certain of such metrics are publicly available on a monthly basis via Podtrac’s rankings at http://analytics.podtrac.com/podcast-publisher-rankings,
which rankings measure top podcast publishers based on IAB (Interactive Advertising Bureau) standards and compliance which the Company
adheres to with its hosting platform and Podtrac’s measuring capabilities.

The Company also uses CPM and reviews various underlying
podcast agreement terms (such as minimum guarantee payments, term, marketing spend) and others, such as advertiser engagement with a show,
on a show by show basis, to predict such show’s future success and ultimately its impact on the Company’s business and financing
performance. However, while the Company believes that such metrics on a show by show basis do not materially help to evaluate its business,
measure its performance or provide a better understanding of its results, the Company’s management uses its experience and understanding
of the podcasting and advertising industry to evaluate such metrics in totality across all shows on the Company’s network to predict
its future business and financial performance. Accordingly, the Company is not aware of any uniform standards for calculating these key
metrics, which may hinder comparability with other companies who may calculate similarly-titled metrics in a different way, and provides
the number of podcasts downloaded on its platform as the metric that the Company believes provides the best understanding of its results,
as more fully discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations ⸺ Key
Business Metric section in Amendment No. 2.

Liquidity and Capital Resources, page 91

    6.
    We
    note your disclosure on page F-29 regarding additional interim financing and when you believe existing cash resources will not be
    sufficient to meet current operating and liquidity needs. Please revise your disclosures here to incorporate this information.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 92 of Amendment No. 2 accordingly.

PodcastOne is a Leading Podcasting Company,
page 99

    7.
    We
    note your disclosure that you “are the most partner friendly network out there.” Please revise to provide the basis for
    this statement.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 4 and 99 of Amendment No. 2 accordingly.

    3

Plan of Distribution, page 142

    8.
    We
    note your response to prior comments 7 and 32. Please explain the precise order and mechanics of the events that will occur to effect
    the contemplated transactions.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 145 of Amendment No. 2 accordingly.
At such time that as the Company formally appoints its Financial Advisor, of which appointment the Company will notify Nasdaq per its
requirements, if requested by the Financial Advisor, the Company may further clarify in the Plan of Distribution the interplay between
the distribution of the Dividend Shares and the Nasdaq price discovery process discussed and/or the precise order and mechanics of the
applicable events that will occur to effect the contemplated transactions.

Consolidated Financial Statements

Note 2 - Summary of Significant Accounting
Policies

Gross Versus Net Revenue Recognition, page
F-9

    9.
    We
    note your revised disclosure in response to prior comment 35. Please further revise to clarify who the agency is in your “agency
    contracts”. Also, you disclose that revenue is reported on a gross basis but does not include any revenue sharing expenses,
    however, in the last sentence you stated revenue is gross of revenue sharing expenses. Please revise to address this apparent inconsistency.
    Similar revisions should be made on page F-31.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages F-9 and F-31 of Amendment No. 2 accordingly.

Allowance for Doubtful Accounts, page F-11

    10.
    Please
    revise to remove your reference to “membership” receivables here and on page F-33. In this regard, since you indicate in
    response to prior comment 34 that you do not have membership revenue, it would appear you would not have membership receivables.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages F-11 and F-33 of Amendment No. 2 accordingly.

Condensed Unaudited Interim Financial Statements

Note 15 - Subsequent Events, page F-46

    11.
    Please
    revise to disclose that as part of the exchange agreement LiveOne entered into on February 3, 2023, PodcastOne issued 162,338 shares
    of common stock to the Harvest Funds, as disclosed on page 128.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 128 and throughout the rest of Amendment No. 2 accordingly,
including to correct that the number of shares of the Company’s common stock to be issued to the Harvest Funds pursuant to the
Exchange Agreements is 255,102.

General

    12.
    We
    note that in February 2023, LiveOne obtained a valuation report. Please file the report as an exhibit. Refer to Item 601(b)(10) of
    Regulation S-K.

The Company respectfully
acknowledges the Staff’s comment and has filed the valuation report as Exhibit 99.5 to Amendment No. 2.

* * *

    4

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. 2, 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

5

United States securities and exchange commission logo
March 27, 2023
Kit Gray
President
Courtside Group, Inc.
335 N. Maple Drive, Suite 127
Beverly Hills, California 90210
Re:Courtside Group, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 13, 2023
File No. 333-269028
Dear Kit Gray:
            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 31, 2023 letter.

 FirstName LastNameKit Gray
 Comapany NameCourtside Group, Inc.
 March 27, 2023 Page 2
 FirstName LastName
Kit Gray
Courtside Group, Inc.
March 27, 2023
Page 2
Amendment No. 1 to Registration Statement on Form S-1
Summary Unaudited Pro Forma Condensed Consolidated Financial and Operating Data, page 21
1.We note your revised presentation in response to prior comment 8.  Please address the
following:
•Revise to remove the reference to "Pro Forma" in the header to the Summary
Condensed Consolidated Financial and Operating Data. In this regard, only some of
the information presented is pro forma.  Also, ensure that the paragraphs before the
tables clearly indicate what information is presented on an actual versus a pro forma
basis.
•It's unclear why you have removed historical comparable financial information from
these tables.  Please revise to include the appropriate historical comparable statement
of operations and cash flow information as previously provided.  Ensure any restated
periods are appropriately labeled as restated.
•Footnote (3) on page 22 still makes reference to the period from July 1, 2020 to
March 31, 2021 and the period from April 1, 2020 to June 30, 2020.  Please revise to
remove these references as pro forma information for those periods is no longer
presented.
2.We note your additional disclosure in footnote (3) in response to prior comment 9 and
your disclosure on page 130, which indicates that these shares give no effect to Mandatory
Redemption that was triggered as of February 15, 2023.  Since redemption of $1 million
of the Bridge Notes has occurred, tell us your basis for excluding the impact in your pro
forma presentation and share amounts throughout, or revise.
Non-GAAP Financial Measures, page 24
3.We note your revisions in response to prior comment 12.  Please revise to reconcile from
GAAP gross profit to Non-GAAP contribution margin.  In this regard, revise your
reconciliation to be consistent with what was included in the initial filing, which began
with gross profit and ended with contribution margin.  Refer to Question 102.10(b) of the
Non-GAAP C&DIs.  Further, revise the sentence above the table to state this is the
reconciliation of Contribution Margin to Gross Profit, the most comparable GAAP
financial measure.  Similar revisions should be made on page 86.

 FirstName LastNameKit Gray
 Comapany NameCourtside Group, Inc.
 March 27, 2023 Page 3
 FirstName LastName
Kit Gray
Courtside Group, Inc.
March 27, 2023
Page 3
Risk Factors
Risks Relating to Our Common Stock and the Securities Market
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 64
4.We note your response to prior comment 19 clarifying that other than the sale of the
Bridge Notes, there have not been any private transactions of the Company’s common
stock in the recent past and that its common stock does not have a history of trading. We
also note your disclosure that, "there is no recent price history for our common stock
being sold in private transactions and accordingly, the sale price history or historical
private sales will not be a factor affecting the current reference price to be determined by
the Nasdaq Capital Market." Given that your Bridge Notes will automatically convert to
the Company's common stock,  please reconcile this conflicting information or advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Metric, page 85
5.We note your response to prior comment 21 and reissue it. 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 91
6.We note your disclosure on page F-29 regarding additional interim financing and when
you believe existing cash resources will not be sufficient to meet current operating and
liquidity needs.  Please revise your disclosures here to incorporate this information.
PodcastOne is a Leading Podcasting Company, page 99
7.We note your disclosure that you “are the most partner friendly network out there.” Please
revise to provide the basis for this statement.
Plan of Distribution, page 142
8.We note your response to prior comments 7 and 32. Please explain the precise order and
mechanics of the events that will occur to effect the contemplated transactions.

 FirstName LastNameKit Gray
 Comapany NameCourtside Group, Inc.
 March 27, 2023 Page 4
 FirstName LastName
Kit Gray
Courtside Group, Inc.
March 27, 2023
Page 4
Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Gross Versus Net Revenue Recognition, page F-9
9.We note your revised disclosure in response to prior comment 35.   Please further revise to
clarify who the agency is in your "agency contracts".  Also, you disclose that revenue is
reported on a gross basis but does not include any revenue sharing expenses, however,
in the last sentence you stated revenue is gross of revenue sharing expenses.  Please revise
to address this apparent inconsistency.  Similar revisions should be made on page F-31.
Allowance for Doubtful Accounts, page F-11
10.Please revise to remove your reference to "membership" receivables here and on page F-
33.  In this regard, since you indicate in response to prior comment 34 that you do not
have membership revenue, it would appear you would not have membership receivables.
Condensed Unaudited Interim Financial Statements
Note 15 - Subsequent Events, page F-46
11.Please revise to disclose that as part of the exchange agreement LiveOne entered into on
February 3, 2023, PodcastOne issued 162,338 shares of common stock to the Harvest
Funds, as disclosed on page 128.
General
12.We note that in February 2023, LiveOne obtained a valuation report. Please file the report
as an exhibit. Refer to Item 601(b)(10) of Regulation S-K.

            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Matthew Crispino, Staff Attorney at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sasha Ablovatskiy

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

March 13, 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.

    Registration Statement
    on Form S-1

    Filed December 27, 2022

    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 January 31, 2023 (the “Letter”),
relating to the Company’s Registration Statement on Form S-1 (File No. 333-269028) filed with the Commission on December 27,
2022 (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. 1 to the Registration Statement (“Amendment
No. 1”).

{continued on following
page}

Registration Statement on Form S-1

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.

The Company respectfully
acknowledges the Staff’s comment and has disclosed on the prospectus cover page of Amendment No. 1, as well as included appropriate
disclosure in the prospectus summary of and throughout Amendment No. 1, and provided risk factor disclosure of this status in the Risk
Factors section of Amendment No. 1 accordingly. The Company has also disclosed in Amendment No. 1 the corporate governance exemptions
available to a controlled company under the rules of The Nasdaq Capital Market, and that the Company does not currently intend to rely
on such corporate governance exemptions.

    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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on the cover page and on page 16 of Amendment No. 1 accordingly.
The Company has further clarified that 8.7% of the outstanding shares of the Company’s common stock is being distributed on a pro
rata basis to holders of record of LiveOne’s common stock.

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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 19 of Amendment No. 1 accordingly.

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.

The Company respectfully
acknowledges the Staff’s comment and believes there are two main reasons as to why the Distribution and Direct Listing is the best
way to achieve the separation, of which LiveOne and the Company believe is in the best interests of LiveOne’s and the Company’s shareholders.
First, after the Direct Listing, LiveOne will continue to maintain a control interest and still benefit from synergies of an audio creator
first platform while the Distribution and Direct Listing will provide a vehicle for access by the Company to additional capital and shareholder
liquidity for what LiveOne and the Company believe to be an under-valued asset. Second, the Distribution and the Direct Listing provide
a mechanism to grant current shareholders of LiveOne a direct shareholder interest in the Company. Despite the positive attributes listed
above, potential detriments may include, but are not limited to the following: dilution of LiveOne’s ownership of the Company, dilution
of the Company’s ownership among its shareholders and potential tax obligation for the Company’s shareholders. While LiveOne and
the Company also considered an underwritten public offering and/or a sale of the Company, the Company and LiveOne currently believe that
the Direct Listing is in the best interests of LiveOne’s and the Company’s shareholders by providing the greatest value to them as a
result of the Direct Listing for the reasons stated above.

The Company has also revised
the disclosure on page 16 of Amendment No. 1 accordingly.

    2

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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 18 of Amendment No. 1 to clarify 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.

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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 18 of and throughout Amendment No. 1 to clarify that 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.
Accordingly, we note that Item 601(b)(8) of Regulation S-K and Section III.A.2 of Staff Legal Bulletin No. 19 do not require the Company
to provide a tax opinion under such circumstances.

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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on the cover page and throughout Amendment No. 1 to clarify that
trading in the Common Stock may begin on a “when-issued” basis as early as two trading days prior to the Record Date for
the Distribution and will continue up to and including the Distribution Date, as well as provided an explanation of the precise order
and mechanics of the events that will occur to effect the contemplated transactions. The Company has further revised Amendment No. 1
to state that at such time that Nasdaq approves the Company’s common stock to be listed on The Nasdaq Capital Market, the Company
will seek clarification from Nasdaq if trading in the Company’s common stock will begin on a “when-issued” basis, and
that the Company will announce if “when-issued” trading will begin and its “when-issued” trading symbol when
and if it becomes available.

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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 21 of Amendment No. 1 accordingly to present pro forma
net income (loss) per share information only for the year ended March 31, 2022 and for the nine months ended December 31, 2022.

    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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 22 of Amendment No. 1 accordingly.

    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.

The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on page 23 of Amendment No. 1 accordingly and to reflect the conversion of the redemption derivative liability
only while the warrant derivative liability will remain outstanding.

    11.
    Please
    revise to clarify the adjustment to cancel the 127,984,230 shares of common stock and how the amount was derived.

The Company respectfully acknowledges the Staff’s comment and
has clarified accordingly in the notes to the Summary Unaudited Pro Forma Condensed Consolidated Financial and Operating Data on page
22 of Amendment No. 1, that the pro forma number of shares outstanding accounts for the cancellation of 127,984,230 shares of the Company’s
common stock, and that the amount was derived as follows. Prior to the cancellation of such shares, the Company had 147,984,230 shares
issued and outstanding reflecting the number of shares that LiveXLive PodcastOne, Inc., a wholly owned subsidiary of LiveOne, Inc., originally
acquired from the stockholders of the Company in July 2020. In order to streamline and fix its capital table, the Company’s board
of directors approved for 127,984,230 shares of the Company’s common stock to be cancelled such that the Company would have 20,000,000
shares of its common stock outstanding prior to giving effect to the Direct Listing and the various transactions contemplated in connection
therewith.

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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 24 of Amendment No. 1 accordingly.

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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 61 of Amendment No. 1 to add a corresponding risk factor.

    4

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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 46 of Amendment No. 1 accordingly, including to clarify
that the material weaknesses disclosed are specific to the Company.

    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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 47 of Amendment No. 1 accordingly.

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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 18 of Amendment No. 1 to clarify that the Distribution
will be determined not to qualify for non-recognition of gain and loss, and therefore, U.S. Holders will be subject to tax.

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 ed

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