SecProbe.io

CORRESP
 1
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 Signing
Day Sports, Inc.

 8355
East Hartford Rd., Suite 100

 Scottsdale,
AZ 85255

 January
12, 2026

 Securities
and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

 Attn: Jan
 Woo

 Re: Signing
 Day Sports, Inc.

 Registration
 Statement on Form S-1 (File No. 333-292569)

 Ladies
and Gentlemen,

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Signing Day Sports, Inc. hereby respectfully requests that the Securities and
Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the "Registration
Statement") and declare the Registration Statement effective at 9:00 a.m. (Eastern Time) on Tuesday, January 13, 2026, or as soon
thereafter as practicable.

 Under
separate cover, you will receive today a letter from the representative of the underwriters of the proposed offering joining in the Company's
request for acceleration of the effectiveness of the Registration Statement.

 It
would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Joseph
J. Kaufman of Bevilacqua PLLC at (202) 869-0888, ext. 113 .

 Respectfully,

 Signing
 Day Sports, Inc.

 By:
 /s/
 Daniel Nelson

 Daniel
 Nelson

 Chief
 Executive Officer

 cc:
Joseph J. Kaufman

CORRESP
 1
 filename1.htm

 MAXIM GROUP LLC

 300 Park Avenue, 16 th Floor

 New York, New York 10022

 January 12, 2026

 VIA EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Signing Day Sports, Inc.
 Registration Statement on Form S-1, as amended
 File No. 333-292569

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the underwriter, hereby request
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced registration
statement on Form S-1 (the “Registration Statement”) to become effective at 9:00 a.m., Eastern Time, on Tuesday, January 13,
2026, or as soon thereafter as practicable.

 Pursuant to Rule 460 under
the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated January 12, 2026 to agents,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned, as underwriter,
has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. If you require any additional information
with respect to this letter, please contact M. Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

 Very truly yours,

 MAXIM GROUP LLC

 By:
 /s/ Larry Glassberg

 Larry Glassberg

 Co-Head of Investment Banking

 cc:
 M. Ali Panjwani, Esq.

 Pryor Cashman LLP

CORRESP
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 Signing Day Sports, Inc.

 8355 East Hartford Rd., Suite 100

 Scottsdale, AZ 85255

 January 6, 2026

 Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

 Attn:
 Jan Woo

 Re:
 Signing Day Sports, Inc.

 Registration Statement on Form S-1 (File No. 333-292569)

 Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Signing Day Sports, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the
effectiveness of the above-referenced Registration Statement on Form S-1 (the "Registration Statement") and declare the Registration
Statement effective at 9:00 a.m. (Eastern Time) on Thursday, January 8, 2026, or as soon thereafter as practicable.

 Under separate cover, you will receive today a
letter from the representative of the underwriters of the proposed offering joining in the Company's request for acceleration of
the effectiveness of the Registration Statement.

 It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Joseph J. Kaufman of Bevilacqua
PLLC at (202) 869-0888, ext. 113 .

 Respectfully,

 Signing Day Sports, Inc.

 By:
 /s/ Daniel Nelson

 Daniel Nelson

 Chief Executive Officer

 cc:
 Joseph J. Kaufman

CORRESP
 1
 filename1.htm

 MAXIM GROUP LLC

 300 Park Avenue, 16 th Floor
New York, New York 10022

 January 6, 2026

 VIA EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: Signing
 Day Sports, Inc.
 Registration Statement on Form S-1, as amended
 File No. 333-292569

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), we, the underwriter, hereby request
that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced registration
statement on Form S-1 (the "Registration Statement") to become effective at 9:00 a.m., Eastern Time, on Thursday, January
8, 2026, or as soon thereafter as practicable.

 Pursuant to Rule 460 under
the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated January 5, 2026 to agents,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned, as underwriter,
has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. If you require any additional information
with respect to this letter, please contact M. Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

 Very
 truly yours,

 MAXIM
 GROUP LLC

 By:
 /s/
 Larry Glassberg

 Larry
 Glassberg

 Co-Head
 of Investment Banking

 cc: M.
 Ali Panjwani, Esq.
 Pryor
 Cashman LLP

CORRESP
 1
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 Signing Day Sports, Inc.

 8355 East Hartford Rd., Suite 100

 Scottsdale, AZ 85255

 January 5, 2026

 Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

 Attn: Jan Woo

 Re:
 Signing Day Sports, Inc.

 Registration Statement on Form S-1 (File No. 333-292569)

 Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Signing Day Sports, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the
effectiveness of the above-referenced Registration Statement on Form S-1 (the "Registration Statement") and declare the Registration
Statement effective at 9:00 a.m. (Eastern Time) on Wednesday, January 7, 2026, or as soon thereafter as practicable.

 Under separate cover, you will receive today a
letter from the representative of the underwriters of the proposed offering joining in the Company's request for acceleration of
the effectiveness of the Registration Statement.

 It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Joseph J. Kaufman of Bevilacqua PLLC at (202) 869-0888, ext. 113.

 Respectfully,

 Signing Day Sports, Inc.

 By:
 /s/ Daniel
 Nelson

 Daniel Nelson

 Chief Executive Officer

 cc: Joseph J. Kaufman

CORRESP
 1
 filename1.htm

 MAXIM GROUP LLC

 300 Park Avenue, 16 th Floor
New York, New York 10022

 January 5, 2026

 VIA EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: Signing
 Day Sports, Inc.
 Registration Statement on Form S-1, as amended

 File No. 333-292569

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), we, the underwriter, hereby request
that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced registration
statement on Form S-1 (the "Registration Statement") to become effective at 9:00 a.m., Eastern Time, on Wednesday, January 7, 2026, or as soon thereafter as practicable.

 Pursuant to Rule 460 under
the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated January 5, 2026 to agents,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned, as underwriter,
has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. If you require any additional information
with respect to this letter, please contact M. Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

 Very truly yours,

 MAXIM GROUP LLC

 By:
 /s/ Larry Glassberg

 Larry Glassberg

 Co-Head of Investment Banking

 cc: M. Ali Panjwani, Esq.

 Pryor Cashman LLP

CORRESP
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Signing Day Sports, Inc.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

September 30, 2025

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Mariam Mansaray

    Matthew Derby

    Re:
    Signing Day Sports, Inc.

    Registration Statement on Form S-1 (File No. 333-289965)

Ladies and Gentlemen,

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Signing Day Sports, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the
effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration
Statement effective at 5:00 p.m. (Eastern Time) on Tuesday, September 30, 2025, or as soon thereafter as practicable.

It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    Signing Day Sports, Inc.

    By:
    /s/ Daniel Nelson

    Daniel Nelson

    Chief Executive Officer

    cc:
    Louis A. Bevilacqua, Esq.

CORRESP
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E: Lou@bevilacquapllc.com

T: 202.869.0888 (ext. 100)

W: bevilacquapllc.com

September 25, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mariam Mansaray

    Matthew Derby

    Re:
    Signing Day Sports, Inc.

    Registration Statement on Form S-3

    Filed August 29, 2025

    File No. 333-289965

Dear Mariam Mansaray and Matthew Derby:

On behalf of our client, Signing Day Sports, Inc.
(the “Company”), we hereby submit the response of the Company to the comment of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated September 11,
2025 (the “Comment Letter”), providing the Staff’s comment with respect to the Company’s Registration Statement
on Form S-3 (File No. 333-289965) filed with the SEC on August 29, 2025 (the “Registration Statement”). In response
to the comment set forth in the Comment Letter, the Company has revised the Registration Statement and is filing with the Commission the
Registration Statement in the form of a Pre-Effective Amendment No. 1 to Form S-3 on Form S-1, together with this response letter.

For the convenience of the Staff, the Staff’s
comment is set forth below and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references
in this letter to “we,” “us,” and “our” refer to the Company on a consolidated basis.

Registration Statement on Form S-3

General

 1. It appears that the Purchase Agreement the Company entered into with Helena Global Investment Opportunities
1 Ltd. is an equity line. Please note that the resale of shares issuable under an equity line agreement must be registered on a form that
the company is eligible to use for a primary offering. For guidance, refer to Securities Act Sections Compliance and Disclosure Interpretation
139.13. It appears that the aggregate market value of your common equity held by non-affiliates during the 60 days prior to filing did
not exceed the $75 million threshold required by General Instruction I.B.1 of Form S-3. If you are relying on General Instruction I.B.6
for Form S-3 eligibility, tell us whether and how you have sufficient capacity to register the number of shares you are offering for resale
under the Purchase Agreement, and include the information required pursuant to Instruction 7 to General Instruction I.B.6. For guidance,
refer to Securities Act Forms Compliance and Disclosure Interpretation 116.21. In addition, identify Helena Global Investments as an underwriter.
To the extent you are not eligible to conduct the offering on Form S-3, please amend your registration statement on an appropriate form.

Response: The
Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement to be on a Registration Statement
on Form S-1 and identified Helena Global Investment Opportunities 1 Ltd. as an underwriter in the Registration Statement.

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

  PG. 2

If you would like to discuss our response to the
Staff’s comment or any other matters related to the Registration Statement, please contact the undersigned at 202-869-0888 (ext.
100) or Joseph J. Kaufman at (202) 869-0888 (ext. 113).

    Sincerely,

    /s/ Louis A. Bevilacqua

    Louis A. Bevilacqua

    Bevilacqua PLLC

cc: Daniel Nelson, Chief Executive Officer

September 11, 2025
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 East Hartford Rd., Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Registration Statement on Form S-3
Filed August 29, 2025
File No. 333-289965
Dear Daniel Nelson:
            We have conducted a limited review of your registration statement and have the
following comment.
            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
It appears that the Purchase Agreement the Company entered into with Helena Global
Investment Opportunities 1 Ltd. is an equity line. Please note that the resale of shares
issuable under an equity line agreement must be registered on a form that the
company is eligible to use for a primary offering. For guidance, refer to Securities Act
Sections Compliance and Disclosure Interpretation 139.13. It appears that the
aggregate market value of your common equity held by non-affiliates during the 60
days prior to filing did not exceed the $75 million threshold required by General
Instruction I.B.1 of Form S-3. If you are relying on General Instruction I.B.6 for Form
S-3 eligibility, tell us whether and how you have sufficient capacity to register the
number of shares you are offering for resale under the Purchase Agreement, and
include the information required pursuant to Instruction 7 to General Instruction I.B.6. 1.

September 11, 2025
Page 2
For guidance, refer to Securities Act Forms Compliance and Disclosure Interpretation
116.21. In addition, identify Helena Global Investments as an underwriter. To the
extent you are not eligible to conduct the offering on Form S-3, please amend your
registration statement on an appropriate form.
            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 Mariam Mansaray at 202-551-6356 or Matthew Derby at 202-551-
3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Louis A. Bevilacqua, Esq.

CORRESP
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Signing Day Sports, Inc.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

December 3, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Jeff Kauten

  Re:
  Signing Day Sports, Inc.

  Registration Statement on Form S-3

  File No. 333-283559

Dear Jeff Kauten:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, Signing Day Sports, Inc.
hereby respectfully requests that the Securities and Exchange Commission accelerate
the effectiveness of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and declare the
Registration Statement effective at 5:00 p.m. (Eastern Time) on Thursday, December 5, 2024, or as soon thereafter as practicable.

It would be appreciated
if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua PLLC at
(202) 869-0888, ext. 100.

    Respectfully,

    Signing
    Day Sports, Inc.

    By:
    /s/ Daniel Nelson

    Daniel Nelson

    Chief Executive
    Officer

cc: Louis A. Bevilacqua, Esq.

December 3, 2024
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 East Hartford Rd., Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Registration Statement on Form S-3
Filed December 2, 2024
File No. 333-283559
Dear Daniel Nelson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 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 Jeff Kauten at 202-551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Louis Bevilacqua, Esq.

CORRESP
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Signing Day Sports, Inc.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

August 27, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Mitchell Austin

Re: Signing Day Sports, Inc.

Registration Statement on Form S-1

File No. 333-281322

Dear Mitchell Austin:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Signing Day Sports, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the
effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration
Statement effective at 5:00 p.m. (Eastern Time) on Thursday, August 29, 2024, or as soon thereafter as practicable.

It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    Signing Day Sports, Inc.

    By:
    /s/ Daniel Nelson

    Daniel Nelson

    Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

August 13, 2024
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 East Hartford Rd., Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Registration Statement on Form S-1
Filed August 7, 2024
File No. 333-281322
Dear Daniel Nelson:
            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 Mitchell Austin at 202-551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Joseph J. Kaufman

CORRESP
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Signing Day Sports, Inc.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

July 16, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Marion Graham

 Re: Signing Day Sports, Inc.

Registration Statement on Form S-1

File No. 333-280700

Dear Marion Graham:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Signing Day Sports, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the
effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration
Statement effective at 5:00 p.m. (Eastern Time) on Thursday, July 18, 2024, or as soon thereafter as practicable.

It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    Signing Day Sports, Inc.

    By:
    /s/ Daniel D. Nelson

    Daniel D. Nelson

    Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

July 15, 2024
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 East Hartford Road, Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Registration Statement on Form S-1
Filed July 5, 2024
File No. 333-280700
Dear Daniel Nelson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 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 Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Louis Bevilacqua

CORRESP
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Signing Day Sports, Inc.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

February 12, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

  Attn:
  Charli Wilson

  Mitchell Austin

Re: Signing Day Sports, Inc.

Registration Statement on Form S-1

File No. 333-276717

Dear Ms. Wilson and Mr. Austin:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Signing Day Sports, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement
effective at 5:00 p.m. (Eastern Time) on Wednesday, February 14, 2024, or as soon thereafter as practicable.

It would be
appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

  Respectfully,

  Signing Day Sports, Inc.

  By:
  /s/ Daniel D. Nelson

  Daniel D. Nelson

  Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
January 31, 2024
Daniel D. Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 East Hartford Rd., Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Registration Statement on Form S-1
Filed January 26, 2024
File No. 333-276717
Dear Daniel D. Nelson:
            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 Charli Wilson at 202-551-6388 or Mitchell Austin at 202-551-3574 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua

CORRESP
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Boustead
Securities, LLC

6 Venture, Suite 265

Irvine,
CA 92618

November
13, 2023

VIA EDGAR

U.S. Securities
and Exchange Commission

Division of Corporation
Finance

Office of Technology

100 F Street,
N.E.

Washington, D.C.
20549

Attention: Charli
                                            Gibbs-Tabler

 Matthew
                                            Crispino

 Re: Signing
                                            Day Sports, Inc. (the “Company”)

 Registration Statement
                                            on Form S-1

 File No.
                                            333-271951 (the “Registration Statement”)

Dear Ms. Gibbs-Tabler
and Mr. Crispino:

In
connection with the previous request in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933,
as amended (the “Act”), of the undersigned for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 5:00 p.m., Eastern Time on Monday, November 13, 2023, or as soon thereafter as practicable, the following supplemental information
is supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus: October 24, 2023

    (ii)
    Dates of distribution: November 6, 2023 to present

    (iii)
    Number of prospective underwriters and dealers to whom the preliminary
    prospectus was furnished: 4

    (iv)
    Number of prospectuses so distributed: 525

The
undersigned, as the representative of the several underwriters, represents that the several underwriters have and will comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

The
undersigned confirms that it will not execute the underwriting agreement or confirm sales of the registered securities until it receives
a “no objection letter” from the Financial Industry Regulatory Authority, Inc.

Please
contact Craig D. Linder, Esq. of Anthony L.G., PLLC, counsel of the representative of the underwriters, at 561-514-0936 to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature
page follows]

    Very truly yours,

    As representative of the underwriters

    Boustead Securities, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    Chief Executive Officer

CORRESP
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Boustead Securities, LLC

6 Venture, Suite 265

Irvine, CA 92618

November 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Charli Gibbs-Tabler

 Matthew Crispino

 Re: Signing Day Sports, Inc. (the “Company”)

    Registration Statement on Form
S-1

    File No. 333-271951 (the “Registration Statement”)

Dear Ms. Gibbs-Tabler and Mr. Crispino:

Reference is
made to our letter, dated November 7, 2023, in which we requested acceleration of the effective date of the above referenced Registration
Statement to 5:00 p.m., Eastern Time, on November 9, 2023. We are no longer requesting that such Registration Statement be declared effective
at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.

[Signature page follows]

    Very truly yours,

    As representative of the underwriters

    Boustead Securities, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    Chief Executive Officer

CORRESP
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SIGNING DAY SPORTS, INC.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

November 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC. 20549

Attn:  Charli Gibbs-Tabler

 Matthew Crispino

    Re:
    Signing Day Sports, Inc.

    Withdrawal of Acceleration Request for Registration Statement on Form S-1

    File No. 333-271951

Dear Ms. Gibbs-Tabler and Mr. Crispino:

Reference is made to our letter, dated November 7, 2023, in which we
requested acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Standard Time, on November
9, 2023. We are no longer requesting that such Registration Statement be declared effective at such time, and we hereby formally, and
with immediate effect, withdraw our request for acceleration of the effective date.

    Very truly yours,

    Signing Day Sports, Inc.

    By:
    /s/ Daniel D. Nelson

    Daniel D. Nelson

    Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

CORRESP
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SIGNING
DAY SPORTS, INC.

8355
East Hartford Rd., Suite 100

Scottsdale,
AZ 85255

November
9, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington, DC. 20549

Attn: Charli
Gibbs-Tabler

  Matthew
Crispino

 Re: Signing
                                            Day Sports, Inc.

    Registration Statement on Form S-1

    File No. 333-271951

Dear
Ms. Gibbs-Tabler and Mr. Crispino:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Signing Day Sports, Inc. (the “Company”)
respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement
on Form S-1 (the “Registration Statement”) and declare such Registration Statement effective at 5:00 p.m., Eastern Standard
Time, on Monday, November 13, 2023, or as soon thereafter as practicable.

Under
separate cover, you will receive today a letter from the representative of the underwriters of the proposed offering joining in the Company’s
request for acceleration of the effectiveness of the Registration Statement.

It
would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Very truly yours,

    Signing Day Sports, Inc.

    By:
    /s/ Daniel
    D. Nelson

    Daniel D. Nelson

    Chief Executive Officer

cc: Louis
A. Bevilacqua, Esq.

CORRESP
1
filename1.htm

Boustead
Securities, LLC

6 Venture, Suite 265

Irvine,
CA 92618

November
9, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Charli
Gibbs-Tabler

  Matthew
Crispino

 Re: Signing
Day Sports, Inc. (the “Company”)

  Registration
Statement on Form S-1

  File
No. 333-271951 (the “Registration Statement”)

Dear
Ms. Gibbs-Tabler and Mr. Crispino:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
we hereby join the Company’s request for acceleration of the above- referenced Registration Statement, requesting effectiveness
for 5:00 p.m., Eastern Time on Monday, November 13, 2023, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus
dated October 24, 2023 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution
of the Preliminary Prospectus.

The
undersigned, as the representative of the several underwriters, represents that the several underwriters have and will comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Please
contact Craig D. Linder, Esq. of Anthony L.G., PLLC, counsel of the representative of the underwriters, at 561-514-0936 to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature
page follows]

    Very truly yours,

    As representative of the underwriters

    Boustead Securities, LLC

    By:
    /s/
    Keith Moore

    Name:
    Keith Moore

    Title:
    Chief Executive Officer

CORRESP
1
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Boustead Securities, LLC

6 Venture,
Suite 265

Irvine, CA 92618

November 7, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Lauren Pierce

    Matthew Crispino

    Re:
    Signing Day Sports, Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-271951 (the “Registration Statement”)

Dear Ms. Pierce and Mr. Crispino:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
we hereby join the Company’s request for acceleration of the above- referenced Registration Statement, requesting effectiveness
for 5:00 p.m., Eastern Time on Thursday, November 9, 2023, or as soon thereafter as practicable.

Pursuant to
Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus dated
October 24, 2023 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the
Preliminary Prospectus.

The undersigned,
as the representative of the several underwriters, represents that the several underwriters have and will comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Please contact
Craig D. Linder, Esq. of Anthony L.G., PLLC, counsel of the representative of the underwriters, at 561-514-0936 to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature page follows]

    Very truly yours,

    As representative of the underwriters

    Boustead Securities, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    Chief Executive Officer

CORRESP
1
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SIGNING DAY SPORTS, INC.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

November 7, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC. 20549

Attn: Lauren Pierce

         Matthew Crispino

    Re:
    Signing Day Sports, Inc.

    Registration Statement on Form S-1

    File No. 333-271951

Dear Ms. Pierce and Mr. Crispino:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), Signing Day Sports, Inc. (the “Company”) respectfully requests that the Securities
and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”) and declare such Registration Statement effective at 5:00 p.m., Eastern Standard Time, on Thursday, November 9, 2023,
or as soon thereafter as practicable.

Under separate cover, you will receive today a
letter from the representative of the underwriters of the proposed offering joining in the Company’s request for acceleration of
the effectiveness of the Registration Statement.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888, ext. 100.

    Very truly yours,

    Signing Day Sports, Inc.

    By:
    /s/ Daniel D. Nelson

    Daniel D. Nelson

    Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

CORRESP
1
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Signing Day Sports, Inc.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

September 29, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Inessa Kessman

Robert Littlepage

Lauren Pierce

Matthew Crispino

 Re: Signing Day Sports, Inc.

Amendment No. 5 to Registration Statement on Form
S-1

Filed September 20, 2023

File No. 333-271951

Ladies and Gentlemen:

We hereby submit the responses of Signing Day Sports, Inc. (the “Company”)
to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in the Staff’s letter, dated September 26, 2023, providing the Staff’s comments with respect to the Company’s
Amendment No. 5 to Registration Statement on Form S-1 filed on September 20, 2023 (the “Registration Statement”).

For the convenience of the Staff, each of the Staff’s comments
is included and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references
in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment to Form S-1 filed on September 20, 2023

Notes to the Consolidated Financial Statements

Note 4 - Internally Developed Software, page F-11

 1. We note your response to our prior comment 2. However, you did not tell us and disclose why January 1, 2023 is the date you started
to amortize capitalized costs. For all periods presented tell us what cost were capitalized and what costs were not capitalized. Tell
us how you determined the capitalized costs were ready for their intended use on January 1, 2023. Your response should be detailed providing
a thorough analysis and referring to your basis in accounting literature.

Response: In accordance with Financial
Accounting Standards Board Accounting Standards Codification (“ASC”) 350-40, “Internal-Use Software,” amortization
of internal-use software should begin when the software is ready for its intended use. Software is ready for its intended use after all
substantial testing is completed. On January 1, 2023, all substantial testing of the Company’s platform for purposes of football
recruitment was completed. Amortization of the platform’s capitalized costs for purposes of football recruitment therefore
started on January 1, 2023, due to its ready-for-use status.

In accordance with ASC Subtopic 350-40-25, during the
application development stage, some costs are capitalized while other costs are expensed as incurred. In general, costs that are
directly attributable to the development of the software are capitalized. The Company’s platform was in the application
development stage during all periods presented with respect to support for football prior to January 1, 2023, and remained
in the application development stage for soccer, baseball, and softball recruitment and additional feature development and
enhancements for purposes of football recruitment during the six months ended June 30, 2023. Capitalized costs
associated with the platform during the six months ended June 30, 2023 consisted of: Fees paid to third parties for services
provided to develop the software during the application development stage, costs incurred to obtain computer software from third
parties, and payroll and payroll-related costs for employees who are directly associated with and who devote time to the
internal-use computer software project, to the extent of the time spent directly on the project. The following other costs
during the six months ended June 30, 2023, were not capitalized: Training costs, data conversion costs except for costs to
develop or obtain software that allows for access or conversion of old data by new systems, and general and administrative costs and
overhead costs. Capitalized costs associated with the platform during the fiscal years ended December 31, 2022 and 2021 consisted
of: Fees paid to third parties for services provided to develop the software during the application development stage and costs
incurred to obtain computer software from third parties. Capitalized costs during the fiscal years ended December 31, 2022 and 2021
were fully impaired at the end of those fiscal years, respectively, in accordance with ASC Subtopic 350-40-35 and as described in
the Registration Statement under “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Critical Accounting Policies – Internally Developed Software”. During the fiscal years ended
December 31, 2022 and 2021, the Company incurred the following as expenses, not capitalized costs: Training costs, data conversion
costs except for costs to develop or obtain software that allows for access or conversion of old data by new systems, general and
administrative costs, and overhead costs.

The “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section of the Registration Statement has been revised to include disclosure based on the above discussion in the following subsections:
“—Critical Accounting Policies – Internally Developed Software”, “—Results
of Operations – Comparison of the Three Months Ended June 30, 2023 and 2022 – Cost of Revenues”, and “—Results
of Operations – Comparison of the Six Months Ended June 30, 2023 and 2022 – Cost of Revenues”.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (480) 220-6814 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    Signing Day Sports, Inc.

    By:
    /s/ Daniel D. Nelson

    Daniel D. Nelson

    Chief Executive Officer

    cc: Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
September 26, 2023
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 E Hartford Dr. Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed September 20, 2023
File No. 333-271951
Dear Daniel Nelson:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our September 14, 2023 letter.
Amendment to S-1 filed on September 20, 2023
Notes to the Consolidated Financial Statements
Note 4- Internally Developed Software, page F-11
1.We note your response to our prior comment 2.  However, you did not tell us and disclose
why January 1, 2023 is the date you started to amortize capitalized costs.  For all periods
presented tell us what cost were capitalized and what costs were not capitalized.  Tell us
how you determined the capitalized costs were ready for their intended use on January 1,
2023.  Your response should be detailed providing a thorough analysis and referring to
your basis in accounting literature.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 September 26, 2023 Page 2
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
September 26, 2023
Page 2
            You may contact Inessa Kessman, Senior Staff Accountant, at 202-551-3371 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Lauren Pierce, Staff
Attorney, at 202-551-3887, or Matthew Crispino, Staff Attorney, at 202-551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua

CORRESP
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Signing Day Sports, Inc.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

September 20, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Inessa Kessman

Robert Littlepage

Lauren Pierce

Matthew Crispino

Re: Signing Day Sports, Inc.

Amendment No. 4 to Registration Statement on Form
S-1

Filed August 31, 2023

File No. 333-271951

Ladies and Gentlemen:

We hereby submit the responses of Signing Day Sports, Inc. (the “Company”)
to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in the Staff’s letter, dated September 14, 2023, providing the Staff’s comments with respect to the Company’s
Amendment No. 4 to Registration Statement on Form S-1 filed on August 31, 2023 (the “Registration Statement”).

For the convenience of the Staff, each of the Staff’s comments
is included and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references
in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment to Form S-1 filed on August 31, 2023

Consolidated Statements of Operations, page F-3

1. Please explain why you have a negative balance for revenue for the three months ended June 30, 2022. Refer to your basis in accounting
literature.

Response: In accordance with
FASB ASC Topic 606, “Revenue from Contracts from Customers” (“ASC 606”), contracts may be amended to account
for changes in contract specifications and requirements. Contract modifications exist when the amendment either creates new, or changes
existing, enforceable rights and obligations. When contract modifications create new performance obligations and the increase in consideration
approximates the standalone selling price for goods and services related to such new performance obligations as adjusted for specific
facts and circumstances of the contract, the modification is considered to be a separate contract and revenue is recognized prospectively.
If a contract modification is not accounted for as a separate contract, the Company accounts for the promised goods or services not yet
transferred at the date of the contract modification (the remaining promised goods or services) prospectively, as if it were a termination
of the existing contract and the creation of a new contract, if the remaining goods or services are distinct from the goods or services
transferred on or before the date of the contract modification. The Company accounts for a contract modification as if it were a
part of the existing contract if the remaining goods or services are not distinct and, therefore, form part of a single performance obligation
that is partially satisfied at the date of the contract modification. In such case the effect that the contract modification has on the
transaction price, and on the entity’s measure of progress toward complete satisfaction of the performance obligation, is recognized
as an adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the contract modification (the adjustment
to revenue is made on a cumulative catch-up basis).

The Company had negative net revenues
for the three months ended June 30, 2022 due to the issuance of refunds totaling $30,942 in June 2022 to certain high school sports program
group accounts under the Company’s former promotional free use arrangement for these accounts. These refunds exceeded total revenues
in the second quarter of 2022 by $3,498, resulting in negative net revenues for the three months ended June 30, 2022. The Company determined
and accounted for the modification as if it were part of the original contracts. The Company determined that the modification does not
create a performance obligation because the remaining services to be provided under the modified contract are not distinct. The Company
updated its estimate of the transaction price to account for the effect of the modification. This update resulted in a cumulative catch-up
adjustment at the date of the contract modification. The cumulative catch-up adjustment at the date of the contract modification resulted
in negative net revenues under ASC 606 due to the decrease in revenue exceeding the revenue in the second quarter of 2022.

We have revised the Registration Statement
to include this explanation.

Notes to the Consolidated Financial Statements

Note 4 - Internally Developed Software, page F-11

2. We refer to your statement on page 47 and 49 that amortization of software development labor costs will begin July 1, 2023. Please
expand your disclosure to explain why amortization of software development costs will begin on July 1, 2023. Also, this statement appears
to be inconsistent with your disclosure that shows accumulated amortization of $27,207 as of June 30, 2023. Please explain.

Response: We have revised the Registration Statement
to correct the previous disclosure so as to disclose that amortization of software development labor costs began on January 1, 2023.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (480) 220-6814 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    Signing Day Sports, Inc.

    By:
    /s/ Daniel D. Nelson

    Daniel D. Nelson

    Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
September 14, 2023
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 E Hartford Dr. Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed August 31, 2023
File No. 333-271951
Dear Daniel Nelson:
            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 August 9, 2023 letter.
Amendment to Form S-1 filed on August 31, 2023
Consolidated Statements of Operations, page F-3
1.Please explain why you have a negative balance for revenue for the three months ended
June 30, 2022.  Refer to your basis in accounting literature.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 September 14, 2023 Page 2
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
September 14, 2023
Page 2
Notes to the Consolidated Financial Statements
Note 4 - Internally Developed Software, page F-11
2.We refer to your statement on page 47 and 49 that amortization of software development
labor costs will begin July 1, 2023. Please expand your disclosure to explain why
amortization of software development costs will begin on July 1, 2023.  Also, this
statement appears to be inconsistent with your disclosure that shows accumulated
amortization of $27,207 as of June 30, 2023.  Please explain.
            You may contact Inessa Kessman, Senior Staff Accountant, at 202-551-3371 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Lauren Pierce, Staff
Attorney, at 202-551-3887, or Matthew Crispino, Staff Attorney, at 202-551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua

CORRESP
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Signing Day Sports, Inc.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

August 31, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Inessa Kessman

    Robert Littlepage

    Lauren Pierce

    Matthew Crispino

    Re:
    Signing Day Sports, Inc.

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

    Filed August 1, 2023

    File No. 333-271951

Ladies and Gentlemen:

We hereby submit the responses of Signing Day Sports, Inc. (the “Company”)
to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in the Staff’s letter, dated August 9, 2023, providing the Staff’s comments with respect to the Company’s
Amendment No. 3 to Registration Statement on Form S-1 filed on August 1, 2023 (the “Registration Statement”), and an
update to the response of the Company to the comments of the Staff set forth in the Staff’s letter, dated July 14, 2023, providing
the Staff’s comments with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed on June 30,
2023 (the “July 2023 Staff Letter”).

For the convenience of the Staff, each of the Staff’s comments
is included and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references
in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment to Form S-1 filed on August 1, 2023

Results of Operations

Cost of Revenue, page 46

 1. We note your response to comment 2 and your new disclosure on page 47. Since there are several reasons for the decrease in cost of
revenue, please quantify each factor that contributed to the decrease. Also, discuss how much development cost were capitalized and when
you expect these costs will be amortized to cost of revenue.

Response: We have revised the Registration Statement as requested by the Staff.

Note 12 - Stockholder’s Deficit

Equity Incentive Plan, page F-39

 2. Please disclose the specific vesting terms for all stock based compensation. We refer to guidance in ASC 718-10-50-2.

Response: We have revised Note 10, “Stockholder’s
Deficit,” to the unaudited consolidated financial statements included with the Registration Statement as requested by the Staff.

Form S-1/A filed June 30, 2023

Critical Accounting Policies

Stock Based Compensation, page 59

 3. We note you issued stock options in September 2022, March 2023, April 2023, and May 2023. We also note that you now disclose an estimated
initial public offering price of $4.00 per share. Since you now have an estimated initial public offering price, please provide disclosure
in your critical accounting policies and estimates as previously requested in our comment 14 from our letter dated December 7, 2022. Specifically,
provide an analysis that includes the date and amount of each stock option granted along with estimated fair value of the underlying shares
of common stock. Reconcile and explain the differences between the fair values determined on each grant date, including the difference
between the most recent grant date fair value and the midpoint of your offering range. This reconciliation should describe significant
intervening events within the company and changes in assumptions with the valuation methodologies employed that explain the changes in
fair value of your common stock up to the filing of the registration statement. Continue to provide updates to the above analysis for
all equity related transactions through the effectiveness date of the registration statement.

Response: We have updated the Registration Statement
to address the Staff’s request in comment 7 of the July 2023 Staff Letter to provide the requested analysis for all equity related
transactions through the effectiveness date of the registration statement, including expanded disclosure in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” and related updates
to other sections of the Registration Statement.

In addition, below is an update to the discussion and reconciliation
of the differences between the fair values determined on each grant date, including the difference between the most recent grant date
fair value and the Company’s offering range that was provided in the Company’s response to the Staff’s comment 7 of
the July 2023 Staff Letter.

Summary of Equity Grants and Common Stock
Valuations

The discussion under the heading “Summary of Equity
Grants and Common Stock Valuations” of the Company’s response to the Staff’s comment 7 of the July 2023 Staff Letter
is incorporated by reference herein.

From August 2022 to January 2023, the Company conducted
a private placement of the Company’s 8% convertible unsecured promissory notes and respective warrants under subscription agreements
with a number of accredited investors. Pursuant to the agreements, we issued 15 convertible notes and respective warrants for aggregate
loans of $1,465,000. The convertible notes bear interest at 8% annually, and were initially due to mature on August 8, 2023 unless converted
in accordance with their terms. On August 7, 2023, an agreement was signed with the holders of the majority of the outstanding balance
under these convertible notes. The agreement amended the maturity date of all of these convertible notes to August 8, 2025. Pursuant to
the agreement, a provision in the convertible notes providing for an increase of the outstanding balance under the convertible notes to
120% of the original principal amount upon non-repayment by the maturity date was accelerated, and the outstanding balance under the convertible
notes was increased in aggregate to $1,758,000. The agreement also provided for the immediate conversion of the additional amount of the
outstanding balance under the convertible notes into 146,500 shares of common stock at $2.00 per share instead of the applicable optional
conversion price, approximately $3.29 per share at the time of the conversion, not including any accrued but unpaid interest, which was
waived with respect to the converted outstanding balance. As a result, the 8% convertible unsecured promissory notes’ aggregate
underlying principal was $1,465,000 both before and after such increase of the outstanding balance and conversion of such increase. In
connection with this agreement. In connection with this transaction, the estimated fair value of the underlying shares of common stock
was reduced from $2.22 as of March 31, 2023 to $2.00 as of August 7, 2023, reflecting an assumed 65% probability that the Company would
complete an initial public offering and an assumed 35% probability that the Company would continue to operate privately.

    2

Explanation and Reconciliation of Difference Between
the Fair Value of the Company’s Common Stock in August 2022, March 2023, and August 2023 and the Estimated Initial Public Offering
Range

The discussion under the heading “Explanation
and Reconciliation of Difference Between the Fair Value of the Company’s Common Stock in August 2022 and March 2023 and the Estimated
Initial Public Offering Range” of the Company’s response to the Staff’s comment 7 of the July 2023 Staff Letter
is incorporated by reference herein.

We believe that the difference between the fair value of
our common stock as of March 31, 2023 and August 7, 2023 is the result of a number of factors, including the following:

 ● The assumed probability of completing an initial public offering
from March 31, 2023 to August 7, 2023 decreased from 70% to approximately 65%, respectively, due to an extension of the estimated time
to the completion of the Company’s initial public offering;

 ● The maturity date of the 8% convertible unsecured promissory
notes was scheduled to lapse prior to being converted upon an assumed initial public offering, and warranted an incentive to discount
the conversion price of approximately 9.9% from the estimated fair value of the common stock as of March 31, 2023; and

 ● A decrease in growth capital that resulted from the extension
of the time to the completion of the Company’s initial public offering beyond the previously estimated completion date.

The Company believes that the difference between fair value
of the Company’s common stock as of August 7, 2023 and the estimated price range for the Company’s initial public offering
of $4.00 to $6.00 per share of common stock is the result of a number of factors, including the following:

 ● The completion of the initial public offering with no weighting placed on any other outcome such as a private going concern or acquisition.
As a result, the assumed initial public offering price effectively weights the completion of the initial public offering at 100%. In contrast,
the weighted probability of completing an initial public offering as of August 7, 2023 was approximately 65%.

 ● The initial public offering price range assumes that the initial public offering is completed and a public market for our common stock
will develop, and excludes any marketability or minority discount for our common stock. The determination of the fair value as of August
7, 2023 reflected the value of our common stock on a non-marketable basis given the uncertainty of how the market would develop for an
initial public offering in the subsequent months.

 ● The initial public offering also assumes our receipt of net proceeds would substantially strengthen our balance sheet, allow capital
for growth initiatives, and mitigate some financial risks associated with operating as a private company.

    3

 ● Other objective and subjective factors in the fair value determination that are applicable to valuations based on private company
valuation methodologies may not have been taken into account in the analysis performed by the underwriters of the Company’s initial
public offering in considering the estimated preliminary price range for the initial public offering.

As previously noted in the Company’s response to the
Staff’s comment 7 of the July 2023 Staff Letter and also as noted above, as is typical in initial public offerings, the estimated
price range for this offering was not derived using a formal determination of fair value, but was determined by negotiation between the
Company and the underwriters of the Company’s initial public offering, and was based on factors that are not necessarily the same
or that were not necessarily applied in the same way as the factors used in determining fair value including those described above. Among
the factors that were considered in setting this range were the following:

 ● the information set forth in the Company’s prospectus and otherwise available to the representative of the underwriters of the
Company’s initial public offering;

 ● the Company’s prospects and the history and prospects for the industry in which the Company competes;

 ● an assessment of the Company’s management;

 ● the Company’s prospects for future revenue and earnings;

 ● the recent prices of, and demand for, shares sold by the Company prior to the initial public offering;

 ● the general condition of the securities markets at the time of the initial public offering;

 ● the recent market prices of, and demand for, publicly traded securities of generally comparable companies; and

 ● other factors deemed relevant by the representative of the underwriters of the Company’s initial public offering.

We will continue to provide the Staff with
updates to the above analysis and analysis of any other applicable equity-related transactions through the effectiveness date of the Registration
Statement.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (480) 220-6814 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    Signing Day Sports, Inc.

    By:
    /s/ Daniel D. Nelson

    Daniel D. Nelson

    Chief Executive Officer

    cc: Louis A. Bevilacqua, Esq.

4

United States securities and exchange commission logo
August 9, 2023
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 E Hartford Dr. Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed August 1, 2023
File No. 333-271951
Dear Daniel Nelson:
            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 July 14, 2023 letter.
Amendment to Form S-1 filed on August 1, 2023
Results of Operations
Cost of Revenue, page 46
1.We note your response to comment 2 and your new disclosure on page 47.  Since there are
several reasons for the decrease in cost of revenue, please quantify each factor that
contributed to the decrease.  Also, discuss how much development cost were capitalized
and when you expect these costs will be amortized to cost of revenue.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 August 9, 2023 Page 2
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
August 9, 2023
Page 2
Note 12 - Stockholder’s Deficit
Equity Incentive Plan, page F-39
2.Please disclose the specific vesting terms for all stock based compensation.  We refer to
guidance in ASC 718-10-50-2.
            You may contact Inessa Kessman, Senior Staff Accountant, at 202-551-3371 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Lauren Pierce, Staff
Attorney, at 202-551-3887, or Matthew Crispino, Staff Attorney, at 202-551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua

CORRESP
1
filename1.htm

Signing Day Sports, Inc.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

July 28, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Inessa Kessman

Robert Littlepage

Charli Gibbs-Tabler

Matthew Crispino

Re: Signing Day Sports, Inc.

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

  Filed June 30, 2023

  File No. 333-271951

Ladies and Gentlemen:

We hereby submit the responses of Signing Day Sports, Inc. (the “Company”)
to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in the Staff’s letter, dated July 14, 2023, providing the Staff’s comments with respect to the Company’s Amendment
No. 1 to Registration Statement on Form S-1 filed on June 30, 2023 (the “Registration Statement”).

For the convenience of the Staff, each of the Staff’s comments
is included and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references
in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Form S-1/A filed June 30, 2023

Results of Operations

Comparison of the Three Months Ended March 31, 2023 and 2022

Revenue, Net, page 46

1. You state that, “Net revenues decreased approximately $0.03 million, or approximately 39.4%, due to approximately $52,000 in
revenue recognized in the first quarter of 2022 that had been received and deferred in the fourth quarter of 2021.” However, recognizing
deferred revenue does not explain the underlying reason for a decrease in revenue. Please expand your disclosure to explain the underlying
reason for the decrease in revenue.

Response:
We have revised the Registration Statement as requested by the Staff.

Cost of Revenues, page 47

2. You state that “Cost of revenue decreased approximately $0.23 million, or approximately 74.1%, due to a decrease in the number
of employees in our internal sales and marketing teams.” Please expand your disclosure to explain the underlying reason for the decrease
in sales and marketing employees, and how less employees will help generate more revenue in future periods.

Response: We have revised the
Registration Statement to reflect our revised analysis of the underlying reason for the decrease in cost of revenue for the three months
ended March 31, 2023 compared to the three months ended March 31, 2022.

Advertising and Marketing, page
47

3. Please describe the underlying reason for the decrease in advertising and marketing expense for the period ended March 31, 2023. Refer
to Regulation S-K Item 303.

Response: We have revised the
Registration Statement as requested by the Staff.

Comparison of Fiscal Years Ended
December 31, 2022 and 2021

Revenues, Net, page 48

4. You state that, “Net revenues for the years ended December 31, 2022 and 2021 was approximately $0.08 million and $0.3 million,
respectively. Net revenues decreased approximately $0.26 million, or approximately 77.0%, due to an increase in the proportion of customers
using our technology platform under a former free use arrangement.” However, this disclosure doesn’t explain the underlying
reason for the decrease in revenue. Disclose the underlying reason for the decrease in revenue. Disclose if you have been unable to convert
free users to paying customers.

Response: We have revised the
Registration Statement as requested by the Staff.

5. We note your response to prior comment #3, and we notice your use of estimates due to the unavailability of user records. Please expand
your disclosure to describe the mechanism by which you estimated this data in the absence of user records.

Response: Upon further investigation,
relevant user data were recovered and the Company determined the numbers of users for all high school sports program subscriptions and
the former free use arrangement for the three months ended March 31, 2022 and the fiscal years ended December 31, 2022 and 2021. We have
revised the Registration Statement to replace the estimates of the numbers of these users with the respective actual numbers of users.

Liquidity and Capital Resources

Recent Developments

8% Unsecured Promissory Notes
and Warrants Private Placements Subsequent to March 31,

2023, page 53

    2

6. Your disclosure on page 53 refers to private placements entered in April 2023 and May 2023 for “8% unsecured promissory notes
in the aggregate principal amount of $1,100,000.” However, on page F-19 you refer to the private placement entered in April 2023
and May 2023 for “8% unsecured promissory notes in the aggregate principal amount of $2,350,000.” Please reconcile the inconsistency
between the two disclosures.

Response: We respectfully
note that the referenced statement in the subsection “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Liquidity and Capital Resources – Recent Developments – 8% Unsecured Promissory Notes and
Warrants Private Placements Subsequent to March 31, 2023” related to the aggregate principal amount of 8% unsecured
promissory notes issued in April 2023 and May 2023 only. Information relating to the 8% unsecured promissory notes issued as of
March 31, 2023 is separately provided in the subsection “Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Liquidity and Capital Resources – Contractual Obligations – Convertible
and Nonconvertible Interest-Bearing Unsecured Promissory Notes”. The
referenced statement in Note 13, “Subsequent Events,” to the unaudited consolidated financial statements for the
quarters ended March 31, 2023 and March 31, 2022, has been revised accordingly. Cross-references have also been added to each of the
subsections of the section “—Liquidity and Capital Resources” referred to above for purposes of clarifying
the location of relevant information in the Registration Statement.

Critical Accounting Policies

Stock Based Compensation, page 59

7. We note you issued stock options in September 2022, March 2023, April 2023, and May 2023. We also note that you now disclose an estimated
initial public offering price of $4.00 per share. Since you now have an estimated initial public offering price, please provide disclosure
in your critical accounting policies and estimates as previously requested in our comment 14 from our letter dated December 7, 2022. Specifically,
provide an analysis that includes the date and amount of each stock option granted along with estimated fair value of the underlying shares
of common stock. Reconcile and explain the differences between the fair values determined on each grant date, including the difference
between the most recent grant date fair value and the midpoint of your offering range. This reconciliation should describe significant
intervening events within the company and changes in assumptions with the valuation methodologies employed that explain the changes in
fair value of your common stock up to the filing of the registration statement. Continue to provide updates to the above analysis for
all equity related transactions through the effectiveness date of the registration statement.

Response: We have revised the Registration Statement
to address the Staff’s request to provide the requested analysis, including expanded disclosure in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” and related
updates to other sections of the Registration Statement.

In addition, below is a discussion and reconciliation of the differences between the fair values determined on each grant date, including
the difference between the most recent grant date fair value and the Company’s offering range. The share and per share information below has been adjusted to give
effect to the one-for-five (1-for-5) reverse stock split of the Company’s outstanding common stock which became effective on April
14, 2023.

Summary of Equity Grants and Common Stock
Valuations

The Company has granted options to purchase common stock
to certain employees, directors, officers and other service providers.

    3

On September 9, 2022, 110,000 stock options were granted
to employees and a newly-appointed independent director. On September 28, 2022, 152,000 stock options were granted to the Company’s
directors and officers as stock-based compensation for work performed and expected future services. The exercise price
of the stock options and the valuation of the shares of common stock underlying the stock options was modified to $3.10 per
share pursuant to resolutions adopted by the Company’s board of directors on October 18, 2022.  The valuation was determined
using the optional conversion price of the convertible note private placement that was being conducted at the time of the stock option
grants.

On March 14, 2023, 53,800 stock options and 90,000 restricted
stock awards were granted to employees. The valuation of the shares of common stock underlying the stock options was $3.10 per share.
The Company elected to continue to use the same valuation from 2022 while a new convertible note private placement was being prepared.

On March 14, 2023, the Company’s board of directors
approved a non-convertible note private placement with warrants having a $2.50 exercise price. The Company used the valuation of this
private placement to value all new stock option grants from April 2023 to May 2023. From April 2023 to May 2023, 243,000 stock options
were granted to employees, a newly-appointed independent director. The valuation of the shares of common stock underlying the stock options
was $2.50 per share pursuant to resolutions adopted by the Company’s board of directors with respect to April 5, 2023, April 11,
2023, April 19, 2023, May 3, 2023, and May 9, 2023. The valuation was determined using the private placement warrant exercise price of
$2.50 per share.

The Company has not granted any additional options or other
equity awards since May 9, 2023.

On July 24, 2023, the Company engaged a third-party independent
valuation firm, Scalar, LLC, which concluded that as of August 31, 2022, which the Company considered representative of the fair value
of the underlying common stock of the options granted on September 9, 2022 and September 28, 2022 and modified on October 18, 2022 as
described above, the fair market value of the Company’s common stock was $1.74 per share. Their Valuation Report as of August 31,
2022 applied a Probability-Weighted Expected Return Method (“PWERM”) analysis that reflected a 45% probability that the Company
would complete an IPO, and a 55% probability that the Company would continue to operate privately. The Company performed a retrospective
analysis based on the July 24, 2023 valuation on the financial statements previously issued and determined that any difference to stock
compensation expense previously booked is not material to the financial statements as a whole for the year ended December 31, 2022 and
the three-month period ended March 31, 2023. The Company also engaged Scalar, LLC to conduct a valuation analysis as of March 31, 2023,
which the Company considered representative of the fair value of the underlying common stock of the options granted on March 14, 2023,
April 5, 2023, April 11, 2023, April 19, 2023, May 3, 2023 and May 9, 2023, and concluded that the fair value of the Company’s common
stock was $2.22 per share. Their Valuation Report as of March 31, 2023 applied a PWERM analysis that reflected a 70% probability that
the Company would complete an IPO and a 30% probability that the Company would continue to operate privately. The valuation analyses were
conducted to substantiate the use of our private placement offerings to value the shares of common stock underlying the stock option grants,
and is conservative in that the Company’s stock option grants are priced higher than the respective valuations indicated in these
Valuation Reports.

    4

Explanation and Reconciliation of Difference Between
the Fair Value of the Company’s Common Stock in August 2022 and March 2023 and the Estimated Initial Public Offering Range

We believe that the difference between the fair value of
our common stock as of August 31, 2022 and March 31, 2023 is the result of a number of factors, including the following:

 ● The probability of completing an assumed initial public offering from August 31, 2022 to March 31, 2023 increased from 45% to 70%,
respectively, having filed a registration statement and amendments to such registration statement with the SEC;

 ● An increase in growth capital to fund technology advancements, resulting in the near term capability of launching additional sports;

 ● An increase in customer retention efforts through marketing and technology advancements;

We believe the difference between fair value of our common
stock as of March 31, 2023 and the estimated price range for the Company’s initial public offering of $4.00 to $6.00 per share of
common stock is the result of a number of factors, including the following:

 ● The completion of the initial public offering with no weighting placed on any other outcome such as a private going concern or acquisition.
As a result, the assumed initial public offering price effectively weights the completion of the initial public offering at 100%. In contrast,
the weighted probability of completing an initial public offering as of March 31, 2023 was 70%.

 ● The initial public offering price range assumes that the initial public offering is completed and a public market for our common stock
will develop, and excludes any marketability or minority discount for our common stock. The determination of the fair value as of March
31, 2023 reflected the value of our common stock on a non-marketable basis given the uncertainty of how the market would develop for an
initial public offering in the subsequent months.

 ● The initial public offering also assumes our receipt of net proceeds would substantially strengthen our balance sheet, allow capital
for growth initiatives, and mitigate some financial risks associated with operating as a private company.

 ● Other objective and subjective factors in the fair value determination that are applicable to valuations based on private company
valuation methodologies may not have been taken into account in the analysis performed by the underwriters of the Company’s initial
public offering in considering the estimated preliminary price range for the initial public offering.

As noted above, as is typical in initial public offerings,
the estimated price range for this offering was not derived using a formal determination of fair value, but was determined by negotiation
between us and the underwriters of the Company’s initial public offering, and was based on factors that are not necessarily the
same or that were not necessarily applied in the same way as the factors used in determining fair value including those described above.
Among the factors that were considered in setting this range were the following:

 ● the information set forth in the Company’s prospectus and otherwise available to the representative
of the underwriters of the Company’s initial public offering;

 ● our prospects and the history and prospects for the industry in which we compete;

 ● an assessment of our management;

    5

 ● our prospects for future revenue and earnings;

 ● the recent prices of, and demand for, shares sold by us prior to the initial public offering;

 ● the general condition of the securities markets at the time of the initial public offering;

 ● the recent market prices of, and demand for, publicly traded securities of generally comparable companies;
and

 ● other factors deemed relevant by the representative of the underwriters of the Company’s initial
public offering.

We will also provide the Staff wit

United States securities and exchange commission logo
July 14, 2023
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 E Hartford Dr. Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 30, 2023
File No. 333-271951
Dear Daniel Nelson:
            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 12, 2023 letter.
Form S-1/A filed June 30, 2023
Results of Operations
Comparison of the Three Months Ended March 31, 2023 and 2022
Revenue, Net, page 46
1.You state that, "Net revenues decreased approximately $0.03 million, or approximately
39.4%, due to approximately $52,000 in revenue recognized in the first quarter of 2022
that had been received and deferred in the fourth quarter of 2021."  However, recognizing
deferred revenue does not explain the underlying reason for a decrease in revenue.  Please
expand your disclosure to explain the underlying reason for the decrease in revenue.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 July 14, 2023 Page 2
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
July 14, 2023
Page 2
Cost of Revenues, page 47
2.You state that "Cost of revenue decreased approximately $0.23 million, or approximately
74.1%, due to a decrease in the number of employees in our internal sales and marketing
teams."  Please expand your disclosure to explain the underlying reason for the decrease
in sales and marketing employees, and how less employees will help generate more
revenue in future periods.
Advertising and Marketing, page 47
3.Please describe the underlying reason for the decrease in advertising and marketing
expense for the period ended March 31, 2023. Refer to Regulation S-K Item 303.
Comparison of Fiscal Years Ended December 31, 2022 and 2021
Revenues, Net, page 48
4.You state that, "Net revenues for the years ended December 31, 2022 and 2021
was approximately $0.08 million and $0.3 million, respectively. Net revenues decreased
approximately $0.26 million, or approximately 77.0%, due to an increase in the proportion
of customers using our technology platform under a former free use arrangement."
However, this disclosure doesn't explain the underlying reason for the decrease in
revenue.  Disclose the underlying reason for the decrease in revenue.  Disclose if you have
been unable to convert free users to paying customers.
5.We note your response to prior comment #3, and we notice your use of estimates due to
the unavailability of user records. Please expand your disclosure to describe the
mechanism by which you estimated this data in the absence of user records.
Liquidity and Capital Resources
Recent Developments
8% Unsecured Promissory Notes and Warrants Private Placements Subsequent to March 31,
2023, page 53
6.Your disclosure on page 53 refers to private placements entered in April 2023 and May
2023 for "8% unsecured promissory notes in the aggregate principal amount of
$1,100,000.”  However, on page F-19 you refer to the private placement entered in April
2023 and May 2023 for "8% unsecured promissory notes in the aggregate principal
amount of $2,350,000."  Please reconcile the inconsistency between the two disclosures.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 July 14, 2023 Page 3
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
July 14, 2023
Page 3
Critical Accounting Policies
Stock Based Compensation, page 59
7.We note you issued stock options in September 2022, March 2023, April 2023, and May
2023.  We also note that you now disclose an estimated initial public offering price of
$4.00 per share.  Since you now have an estimated initial public offering price, please
provide disclosure in your critical accounting policies and estimates as previously
requested in our comment 14 from our letter dated December 7, 2022.
Specifically, provide an analysis that includes the date and amount of each stock option
granted along with estimated fair value of the underlying shares of common stock.
Reconcile and explain the differences between the fair values determined on each grant
date, including the difference between the most recent grant date fair value and the
midpoint of your offering range. This reconciliation should describe significant
intervening events within the company and changes in assumptions with the valuation
methodologies employed that explain the changes in fair value of your common stock up
to the filing of the registration statement. Continue to provide updates to the above
analysis for all equity related transactions through the effectiveness date of the registration
statement.
            You may contact Inessa Kessman, Senior Staff Accountant, at 202-551-3371 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Charli Gibbs-Tabler,
Staff Attorney, at 202-551-6388, or Matthew Crispino, Staff Attorney, at 202-551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua

CORRESP
1
filename1.htm

Signing Day Sports, Inc.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

June 30, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Inessa Kessman

    Robert Littlepage

    Charli Gibbs-Tabler

    Matthew Crispino

    Re:
    Signing Day Sports, Inc.

    Registration Statement on Form S-1

    Filed May 15, 2023

    File No. 333-271951

Ladies and Gentlemen:

We hereby submit the responses of Signing Day Sports, Inc. (the “Company”)
to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in the Staff’s letter, dated June 12, 2023, providing the Staff’s comments with respect to the Company’s Registration
Statement on Form S-1 filed on May 15, 2023 (the “Registration Statement”).

For the convenience of the Staff, each of the Staff’s comments
is included and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references
in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Form S-1
filed May 15, 2023

Prospectus Summary

Overview, page 1

1. Please update your disclosure to reflect the status of your planned men’s and women’s soccer platform expansion.

Response: We have revised the
Registration Statement as requested by the Staff.

Dilution, page 42

2. Please revise to include the 13,375 shares of common stock to be issued as vendor shares at the completion of the initial public offering
in the Dilution Section. Also, include the amount and impact of the underwriter’s registration rights that were “informally”
deferred in the Dilution section or advise why this is not required. Refer to Item 506 of Regulation S-K.

Response: We respectfully note
that the information in the “Dilution” section of the Registration Statement included the issuance of 13,375 shares
of common stock to certain vendors pursuant to service provider agreements as disclosed in item (xi) in the third paragraph of the section,
including with respect to the calculation of the pro forma as adjusted net tangible book value, pro forma as adjusted net tangible book
value per share after giving effect to the initial public offering, and dilution per share to new investors purchasing shares in the initial
public offering in the first table and related discussion in this section. This issuance remains included in the above information in
this section as disclosed in item (xiii) of the same paragraph of this section. These shares were also included in the second table of
this section as part of the number of shares presented as “Shares issuable upon certain events upon the consummation of the initial
public offering”, as clarified by the addition of footnote (1) to this table.

We respectfully note that the theoretical amount and dilution
impact of the shares that would be issued upon exercise of the placement agent’s warrants described in the section entitled “Description
of Securities – Warrants – Placement Agent’s Warrants” does not appear to be required to be included in the
above information under Item 506 of Regulation S-K because the amount and dilution impact of these shares is indeterminate. This indeterminacy
is due to the optional, not mandatory or automatic, exercise provisions of these placement agent’s warrants, and the lack of any
requirement that such exercise provisions be exercised prior to or at the time of the initial public offering. Therefore, we believe that
the disclosure preceding the first table of this section appropriately omits the theoretical impact of the possible issuance of the shares
underlying the placement agent’s warrants, and also note that the omission of such shares from the second table of this section
is explicitly disclosed in the related bullet items that follow that table.

Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 44

3. On page 48 you state that 77% decrease in revenue was “due to an increase in the proportion of customers using our technology
platform under a free trial arrangement.” To provide readers with an understanding of your business, please expand your MD&A
discussion to provide statistical data regarding customers that pay versus customers that use your platform under a free trial arrangement.
Provide this type of statistical data for all periods presented. We refer to guidance in Item 303 of Regulation S-K.

Response: We have revised the
Registration Statement to provide the number of users that had paid subscriptions and the number of users that used the Company’s
app and website under a free use arrangement during the periods presented. Due to the unavailability of user records from certain high
school sports program subscriptions and the former free use arrangement for the three months ended March 31, 2022 and the fiscal years
ended December 31, 2022 and 2021, the number of users presented for those periods is estimated, not actual.

Liquidity and Capital Resources,
page 50

4. We note that you do not discuss 8% Unsecured Promissory Notes issued in March, April, and May 2023 in the liquidity section of your
MD&A. Please update your liquidity section to discuss all debt instruments entered into up to the date of the filing.

    2

Response: As the Company’s
8% unsecured promissory notes that were issued in March 2023, April 2023 and May 2023 were issued subsequent to the latest balance sheet
date included with the Registration Statement, they were addressed in the section “Management’s Discussion and Analysis
of Financial Condition and Results of Operations – Recent Developments”. In response to the Staff’s comment, we
have revised the Registration Statement to move this section into the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Liquidity and Capital Resources” section, except that 8% unsecured promissory notes
issued in March 2023 have been addressed in the updated “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Liquidity and Capital Resources – Contractual Obligations – Convertible Notes” section
of the Registration Statement as part of the inclusion of the interim financial statements for the fiscal periods ended March 31, 2023
and 2022.

Liquidity and Capital Resources

Going Concern, page 50

5. You state in this section that management expects to have the required funds in order to continue to operate as a going concern in
the coming year from the initial public offering. However, in the prior section, you state that your current levels of cash, with or without
the proceeds from the initial public offering, will be sufficient to meet your anticipated cash needs. Please reconcile your disclosure
for consistency.

Response: We have revised the
Registration Statement as requested by the Staff.

Payment Terms, page 54

6. Please disclose how many users pay monthly and annually for your platform as well as the types of paid memberships these users have
(i.e., premium, PRO+, group etc.). Also, disclose any known trends or uncertainties pertaining to subscriptions and renewals that have
had or that are reasonably likely to have a material favorable or unfavorable impact on net sales, revenues, or income from continuing
operations. Refer to Item 303(b).

Response: We have revised the
Registration Statement to disclose the number of users in subscriptions on a monthly, annual, or other subscription type, which includes
certain estimated user numbers as disclosed. We have also disclosed any known trends and uncertainties pertaining to subscriptions and
renewals that have had or that are reasonably likely to have a material favorable or unfavorable impact on net sales, revenues, or income
from continuing operations.

General

7. Please update your filing to include interim financial statements for the three months ended March 31, 2023.

Response: We have revised the Registration Statement
as requested.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (480) 220-6814 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    3

    Sincerely,

    Signing Day Sports, Inc.

    By:
  /s/ Daniel D. Nelson

  Daniel D. Nelson

  Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

4

United States securities and exchange commission logo
June 12, 2023
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 E Hartford Dr. Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Registration Statement on Form S-1
Filed May 15, 2023
File No. 333-271951
Dear Daniel Nelson:
            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.
Form S-1 filed May 15, 2023
Prospectus Summary
Overview, page 1
1.Please update your disclosure to reflect the status of your planned men's and women's
soccer platform expansion.
Dilution, page 42
2.Please revise to include the 13,375 shares of common stock to be issued as vendor shares
at the completion of the initial public offering in the Dilution Section. Also, include the
amount and impact of the underwriter's registration rights that were “informally” deferred
in the Dilution section or advise why this is not required.  Refer to Item 506 of Regulation
S-K.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 June 12, 2023 Page 2
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
June 12, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
44
3.On page 48 you state that 77% decrease in revenue was "due to an increase in the
proportion of customers using our technology platform under a free trial arrangement."
To provide readers with an understanding of your business, please expand your MD&A
discussion to provide statistical data regarding customers that pay versus customers that
use your platform under a free trial arrangement.  Provide this type of statistical data for
all periods presented.  We refer to guidance in Item 303 of Regulation S-K.
Liquidity and Capital Resources, page 50
4.We note that you do not discuss 8% Unsecured Promissory Notes issued in March, April,
and May 2023 in the liquidity section of your MD&A.  Please update your liquidity
section to discuss all debt instruments entered into up to the date of the filing.
Liquidity and Capital Resources
Going Concern, page 50
5.You state in this section that management expects to have the required funds in order to
continue to operate as a going concern in the coming year from the initial public offering.
However, in the prior section, you state that your current levels of cash, with or without
the proceeds from the initial public offering, will be sufficient to meet your anticipated
cash needs. Please reconcile your disclosure for consistency.

Payment Terms, page 54
6.Please disclose how many users pay monthly and annually for your platform as well as the
types of paid memberships these users have (i.e., premium, PRO+, group etc.). Also,
disclose any known trends or uncertainties pertaining to subscriptions and renewals that
have had or that are reasonably likely to have a material favorable or unfavorable
impact on net sales, revenues, or income from continuing operations. Refer to Item
303(b).
General
7.Please update your filing to include interim financial statements for the three months
ended March 31, 2023.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 June 12, 2023 Page 3
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
June 12, 2023
Page 3
            You may contact Senior Staff Accountant, Inessa Kessman, at 202-551-3371 or
Accounting Branch Chief, Robert Littlepage, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Staff Attorney, Charli
Gibbs-Tabler, at 202-551-6388 or Staff Attorney, Matthew Crispino, at 202-551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua

United States securities and exchange commission logo
December 7, 2022
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 E Hartford Dr. Suite 100
Scottsdale, AZ 85255
Re:Signing Day Sports, Inc.
Draft Registration Statement on Form S-1
Submitted November 8, 2022
CIK No. 0001898474
Dear Daniel Nelson:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted November 8, 2022
Prospectus Summary
Our Historical Performance, page 1
1.Please disclose that your auditors have expressed substantial doubt about your ability to
continue as a going concern.
2.Please disclose that upon the consummation of this offering, you will grant options to
certain employees and officers to purchase shares of common stock. State the number of
options and the persons to whom you will grant options.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 December 7, 2022 Page 2
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
December 7, 2022
Page 2
Our Corporate History and Structure, page 6
3.Tell us and disclose in your financial statements how you accounted for the July 11, 2022
Agreement and Plan of Merger between SDS LLC - AZ, SDSF LLC, SDSB LLC, and
SDS Inc. - DE (the “Merger Agreement”).
4.In your discussion regarding the July 11, 2022 Merger Agreement you mention "claims
related to certain simple agreements for future equity and convertible notes."  Please
disclose detailed information about these simple agreements for future equity and
convertible notes.
Summary of Risk Factors, page 9
5.We note that your officers and directors currently hold 59.2% of the outstanding shares,
including your Chief Executive Officer who holds 35% of the outstanding shares.  Clearly
disclose in the prospectus summary and risk factor section that that your executive officers
and directors will be able to exercise significant influence over all matters requiring
shareholder approval following the offering and disclose their percentage of voting power.
Risk Factors, page 11
6.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
7.Please revise your disclosure that your business, financial condition and results of
operations could be materially adversely affected by the evolving situation related to
COVID-19. Revise to specifically discuss the impact that the COVID-19 pandemic has
had on your business to date, rather than presenting the impacts as hypothetical. Please
quantify the impact on your revenues and any COVID-related costs incurred.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 December 7, 2022 Page 3
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
December 7, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 34
8.You state that the increase in revenues in 2021 was due to an increase in customers and
the increase in general and administrative expenses was due to an increase in operations.
Please discuss the underlying factors that caused the increase in each of these line items.
To the extent material, disclose the total number of customers for each period presented
and separately disclose the number of customers who use the free trial model versus the
number of paying customers. Refer to Item 303(a)(3) of Regulation S-K and SEC Release
33-8350.
Business
Marketing and Sponsorship Agreements, page 56
9.We note that under your sponsorship agreement with Goat Farm Sports, you indicate that
you will have access to athlete data. Please explain the nature of the data collected under
this agreement or other agreements and how athlete data is used or intended to be used in
your business. Include appropriate risk factor disclosure detailing the risks and challenges
of managing and safeguarding information regarding minors.
Report of Independent Registered Public Accounting Firm, page F-2
10.We note that your independent accounting firm issued an audit report after it withdrew
registration from the PCAOB.  Please provide an audit report issued by a firm registered
with the PCAOB at the time of issuance.
Consolidated Balance Sheets as of December 31, 2021 and 2020, page F-4
11.Please disclose the name of the company audited at the top of each financial statement
included in the filing.  As currently presented, it is not clear if the audit report relates to
the correct financial statements.  We refer to guidance in Item 3 of Regulation S-X.
Consolidated Statements of Operations, page F-5
12.Please present cost of revenue in accordance with Item 5-03 of Regulation S-X.

Note 1 - Principal Business Activity and Significant Accounting Policies
Internally Developed Software, page F-9
13.Please explain in more detail your statement that, "It is at least reasonably possible that the
estimate of recoverability will change in the near term."  Disclose in your critical account
estimates if internally developed software is at risk of impairment.

 FirstName LastNameDaniel Nelson
 Comapany NameSigning Day Sports, Inc.
 December 7, 2022 Page 4
 FirstName LastName
Daniel Nelson
Signing Day Sports, Inc.
December 7, 2022
Page 4
Note 12 - Subsequent Events, page F-17
14.We note that in September 2022, 1,385,500 stock options were granted.  Please provide us
an analysis that includes the date and amount of each stock option granted along with
estimated fair value of the underlying shares of common stock.  Reconcile and explain the
differences between the fair values determined on each grant date, including the difference
between the most recent grant date fair value and the midpoint of your offering range.
This reconciliation should describe significant intervening events within the company and
changes in assumptions with the valuation methodologies employed that explain the
changes in fair value of your common stock up to the filing of the registration statement.
Continue to provide us with updates to the above analysis for all equity related
transactions through the effectiveness date of the registration statement.
General
15.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.

            You may contact Inessa Kessman, Senior Staff Accountant, at 202-551-3371 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Charli Gibbs-Tabler,
Staff Attorney, at 202-551-6388, or Jan Woo, Legal Branch Chief, at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua