SecProbe.io

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 December 16, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:

 Super League Enterprise, Inc.

 Registration Statement on Form S-3

 (File No. 333-291980)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Enterprise, Inc. (the “ Registrant ”) hereby requests acceleration of the effectiveness of the Registration Statement on Form S-3 (File No. 333-291980) (the “ Registration Statement ”) to 4:00 p.m Eastern Time on Wednesday, December 17, 2025, or as soon as is practicable thereafter.

 Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064, to confirm the exact time at which the Registration Statement was declared effective.

 Very truly yours,

 SUPER LEAGUE ENTERPRISE, INC.

 /s/ Matthew Edelman

 Matthew Edelman

 Chief Executive Officer

 cc:

 Jack Kennedy, Disclosure Law Group, a Professional Corporation

CORRESP
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 December 10, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:

 Super League Enterprise, Inc.

 Registration Statement on Form S-3

 (File No. 333-291726)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Enterprise, Inc. (the “ Registrant ”) hereby requests acceleration of the effectiveness of the Registration Statement on Form S-3 (File No. 333-291726) (the “ Registration Statement ”) to 4:00 p.m Eastern Time on Friday, December 12, 2025, or as soon as is practicable thereafter.

 Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064, to confirm the exact time at which the Registration Statement was declared effective.

 Very truly yours,

 SUPER LEAGUE ENTERPRISE, INC.

 /s/ Matthew Edelman

 Matthew Edelman

 Chief Executive Officer

 cc:

 Jack Kennedy, Disclosure Law Group, a Professional Corporation

CORRESP
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September 30, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Enterprise, Inc.

			Registration Statement on Form S-1

			(File No. 333-288730)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Enterprise, Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the above referenced Registration Statement on Form S-1, as amended (File No. 333-288730) (the “Registration Statement”) to 4:30 p.m Eastern Time on September 30, 2025, or as soon as is practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064, to confirm the exact time at which the Registration Statement was declared effective.

			Very truly yours,

			SUPER LEAGUE ENTERPRISE, INC.

			/s/ Matthew Edelman

			Matthew Edelman

			Chief Executive Officer

			cc:

			Jack Kennedy, Disclosure Law Group, a Professional Corporation

CORRESP
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September 30, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Enterprise, Inc.

			Registration Statement on Form S-3

			(File No. 333-289463)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Enterprise, Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the above referenced Registration Statement on Form S-3, as amended (File No. 333-289463) (the “Registration Statement”) to 4:30 p.m Eastern Time on September 30, 2025, or as soon as is practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064, to confirm the exact time at which the Registration Statement was declared effective.

			Very truly yours,

			SUPER LEAGUE ENTERPRISE, INC.

			/s/ Matthew Edelman

			Matthew Edelman

			Chief Executive Officer

			cc:

			Jack Kennedy, Disclosure Law Group, a Professional Corporation

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September 4, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

			Attn:

			Kathleen Krebs

Matthew Derby

			Re:

			Super League Enterprise, Inc.

			Registration Statement on Form S-3

			Filed August 11, 2025

			File No. 333-289463

Ladies and Gentlemen:

This letter is submitted on behalf of Super League Enterprise, Inc. (the “Company”) in response to the comments from the staff of the Division of Corporation Finance, Office of Technology (the “Staff”), of the Securities and Exchange Commission (the “Commission”) in a letter to the Company dated August 19, 2025 (the “Staff Letter”) with respect to the Company’s Registration Statement on Form S-3 submitted to the Commission on August 11, 2025 (the “Registration Statement”).

We are concurrently submitting Amendment No. 1 to the Registration Statement (the “Amendment “) which reflects changes made in response to the Staff Letter and certain other changes.

For ease of reference, each of the Staff’s comments is indicated in this letter in italics, followed by the Company’s responses thereto.

Registration Statement on Form S-3

Risk Factors

Shares of our preferred stock have certain approval rights with respect to issuances of

Common Stock..., page 8

			1.

			You indicate that, although you are required to receive consent from the majority of holders of each series of Series AA Convertible Preferred Stock prior to issuing the shares of common stock that are being offered and sold in the current offering, you intend to receive ratification from the Series AA Convertible Preferred after the consummation of the offering. Please explain why you are not seeking such approval before the offering. Provide your analysis of how not obtaining the required approval before the issuance of the shares will impact the valid issuance of the shares being registered and your ability to receive an opinion of counsel that the shares will, when sold, be legally issued, fully paid and non-assessable.

Response

The Company respectfully acknowledges the Staff’s comments and advises that prior to the commencement of the Offering and the Registration Statement becoming effective, the Company will have received the following from the holders of a majority of the shares of each subseries of the Company’s Series AA Convertible Preferred Stock (i) a waiver of all prior issuances below the respective Conversion Price Floors, and (ii) the approval of any future issuances of Common Stock below the respective Conversion Price Floors. Therefore, upon issuance, the shares will be validly and legally issued, fully paid and non-assessable. We respectfully inform the staff that the disclosures regarding this matter have been removed from the Registration Statement.

Shares of our preferred stock have certain approval rights with respect to incurring debt or

otherwise issuing debt securities..., page 8

			2.

			Please clarify whether you were required to receive and did receive consents from the Series AA and Series AAA preferred holders prior to issuing the 8% Senior Secured Convertible Notes to Yield Point NY, LLC. If consents were required, please explain why you did not seek such consents and whether it will impact the valid issuance of the shares being registered upon conversion of the convertible notes.

Response

The Company respectfully acknowledges the Staff’s comments and advises that prior to the commencement of the Offering and the Registration Statement becoming effective, the Company will have received the following from the holders of a majority of the shares of each of the Company’s Series AA Convertible Preferred Stock and Series AAA Convertible Preferred Stock, (i) a waiver of all prior incurrences of debt above any applicable limitations on the incurrence of such debt, and (ii) the approval of any future incurrences of debt (including, without limitation, the issuance of the Senior Secured Convertible Notes to Yield Point NY, LLC. Therefore, upon issuance, the shares underlying the Convertible Notes will be validly and legally issued, fully paid and non-assessable. We respectfully inform the staff that the disclosures regarding this matter have been removed from the Registration Statement.

We received a notice from Nasdaq that our common stock may be delisted from trading on

the Nasdaq Capital Market..., page 9

			3.

			Please update your disclosure regarding the status of your non-compliance with Nasdaq Listing Rule 5550(b)(1), which requires the company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market. Disclose the date you submitted your plan of compliance and whether you have received a response from Nasdaq.

Response

The Company respectfully acknowledges the Staff’s comments and advises that the Company has updated the risk factor to disclose the status of the Company’s non-compliance with Nasdaq Listing Rule 5550(b)(1), including the disclosure of the date the Company submitted the plan to regain compliance and the responses received from Nasdaq. Please see pages 11 and 12 of the Amendment.

The Private Placement, page 13

			4.

			You indicate that the convertible notes and warrants provide for anti-dilution protection for issuances of common stock at a price per share less than the price equal to the conversion price or exercise price, which is subject to shareholder approval. Disclose whether the selling shareholder's sales under its equity line and other warrants with the company fall within the provision. If so, disclose how the selling shareholder's sales under its equity line and other warrants could decrease the conversion and exercise prices of the convertible notes and warrants. Indicate whether adjustments for sales under the equity line would include not only the discount of 8% off the current market price, but also the 6% clearing costs payable to the selling shareholder under the equity line. Disclose whether there is a floor price for the conversion and exercise prices of the convertible notes and warrants and the maximum amount of shares that may be issued upon conversion of the notes and exercise of the warrants. Explain why you need to receive shareholder approval to permit these adjustments. Discuss how not receiving shareholder approval may lead to the selling shareholder not converting the convertible notes if the fixed conversion price of $6.81 is higher than the market price and the resulting impact on the company's liquidity and capital resources.

Response

The Company respectfully acknowledges the Staff’s comments and advises that the Company has updated the Amendment to include that the Selling Stockholder’s sales under its equity line fall within the anti-dilution protection provisions, along with how the sales could decrease the conversion price and exercise price of the convertible notes and warrants. Further disclosed is the floor prices for conversions of the Convertible Notes and exercise of the Warrants, why shareholder approval is necessary for the anti-dilution protections, and the risks involved if the Company does not obtain such stockholder approval. Please see pages 6, 7, 15, 16 and 17 of the Amendment.

* * *

Should the Staff have any questions or require any additional information, please do not hesitate to contact the undersigned at 619-272-7064, or Daniel Rumsey at 619-272-7062.

			Sincerely,

			/s/ Jack Kennedy

			Jack Kennedy

			Partner

			Disclosure Law Group, a Professional Corporation

			cc:

			Matthew Edelman

			Chief Executive Officer and President

			Super League Enterprise, Inc.

CORRESP
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August 29, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

			Attn:

			Kathleen Krebs

			Matthew Derby

			Re:

			Super League Enterprise, Inc.

			Registration Statement on Form S-3

			Filed July 17, 2025

			File No. 333-288730

Ladies and Gentlemen:

This letter is submitted on behalf of Super League Enterprise, Inc. (the “Company”) in response to the comments from the staff of the Division of Corporation Finance, Office of Technology (the “Staff”), of the Securities and Exchange Commission (the “Commission”) in a letter to the Company dated August 7, 2025 (the “Staff Letter”) with respect to the Company’s Registration Statement on Form S-3 submitted to the Commission on July 17, 2025 (the “Registration Statement”).

We are concurrently submitting Amendment No. 1 to the Registration Statement (the “Amendment “) which reflects changes made in response to the Staff Letter, converts the Registration Statement to a Registration Statement on Form S-1, and certain other changes.

For ease of reference, each of the Staff’s comments is indicated in this letter in italics, followed by the Company’s responses thereto.

Registration Statement on Form S-3

Prospectus Summary

The Offering, page 2

			1.

			Please disclose whether there is a floor price for the investor's purchase price under the Equity Purchase Agreement. If not, expand your risk factor disclosure to address the additional dilution that may occur with no floor price. In addition, indicate that the investment amount paid by the investor under the Equity Purchase Agreement for each put by the company is 92% of the lowest trading price for the three consecutive trading days following the put date minus clearing costs equal to 6% of the purchase price. Disclose the resulting total discount to the trading price the investor will pay to the company for the shares.

Response

The Company respectfully acknowledges the Staff’s comments and advises that the Company has revised the Registration Statement to disclose that there is no floor price for the selling stockholder’s purchase price under the Equity Purchase Agreement, and expanded the risk factor disclosure to address the additional dilution that may occur with no floor price. The Company further revised the Registration Statement to (i) indicate that investment amount paid by the selling stockholder under the Equity Purchase Agreement for each put is 92% of the lowest trading price for the three consecutive trading days following the put date minus clearing costs, and the resulting total discount to the trading price the selling stockholder will pay to the Company for the shares. Please see pages 5, 6, 7, 10, 11, 19, 20, and 21.

			2.

			Disclose that you may not have access to the full $20 million amount available under the Equity Purchase Agreement. To provide context, disclose the amount of net proceeds you would receive under the Equity Purchase Agreement if you issued to the investor all of the shares being registered based upon the most recent trading price of your shares, taking into account the purchase price of 92% of the trading price minus clearing costs equal to 6% of the purchase price. Also disclose the total number of shares you would have to issue to obtain the $20 million maximum amount under the Equity Purchase Agreement based upon your most recent share price, purchase price and clearing costs.

Response

The Company respectfully acknowledges the Staff’s comments and advises that the Company has revised the Registration Statement to disclose that the Company will not have access to the full $20.0 million amount available under the Equity Purchase Agreement, including the amount of net proceeds the Company would receive under the Equity Purchase Agreement if the Company issued to the investor all of the shares being registered based upon the most recent trading price of the Company’s shares after taking into account the purchase price and clearing costs. The Company has further revised the Registration Statement to disclose the total number of shares the Company would have to issue to obtain the $20.0 million maximum amount under the Equity Purchase Agreement based upon the Company’s most recent share price, the purchase price, and clearing costs. Please see pages 10, 11, 20, and 21.

			3.

			Please disclose the formula for adjusting the number of shares underlying the pre- funded warrant and provide an example of how it will work. Also indicate whether the investor may exercise the warrant and sell the shares prior to the final determination of the number of shares underlying the warrant.

Response

The Company respectfully acknowledges the Staff’s comments and advises that the Company has revised the Registration Statement to: (i) disclose the formula for adjusting the number of shares underlying the pre-funded warrant, (ii) provided an example of how the adjustment will work, including a table setting forth such adjustments at different hypothetical prices, and (iii) that the investor can exercise the warrant at any time, so long as (a) any exercise does not cause the selling stockholder to exceed the beneficial ownership limitation of 4.99%, and (b) all exercises thereunder do not exceed 19.99% of the number of shares of common stock outstanding immediately prior to the execution of the Equity Purchase Agreement prior to receiving the approval of the Company’s stockholders in accordance with the rules and regulations of the Nasdaq Capital Market, in each case, the selling stockholder may only sell the shares of common stock issued in connection with the exercise upon the Registration Statement becoming effective. Please see pages 5, 10, 11, and 21.

Risk Factors

Shares of our preferred stock have certain approval rights with respect to issuances of

Common Stock..., page 9

			4.

			You indicate that, although you are required to receive consent from the majority of holders of each series of Series AA Convertible Preferred Stock prior to issuing the shares of common stock that are being offered and sold in the current offering, you intend to receive ratification from the Series AA Convertible Preferred after the consummation of the offering. Please explain why you are not seeking such approval before the offering. Provide your analysis of how not obtaining the required approval before the issuance of the shares will impact the valid issuance of the shares being registered and your ability to receive an opinion of counsel that the shares will, when sold, be legally issued, fully paid and non-assessable.

Response:

The Company respectfully acknowledges the Staff’s comments and advises that prior to the commencement of the Offering and the Registration Statement becoming effective, the Company will have received the following from the holders of a majority of the shares of each subseries of the Company’s Series AA Convertible Preferred Stock (i) a waiver of all prior issuances below the respective Conversion Price Floors, and (ii) the approval of any future issuances of Common Stock below the respective Conversion Price Floors. Therefore, upon issuance, the shares will be validly and legally issued, fully paid and non-assessable. We respectfully inform the staff that the disclosures regarding this matter have been removed from the Registration Statement.

We received a notice from Nasdaq that our common stock may be delisted from trading on

the Nasdaq Capital Market..., page 10

			5.

			Please update your disclosure regarding the status of your non-compliance with Nasdaq Listing Rule 5550(b)(1), which requires the company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market. Disclose the date you submitted your plan of compliance and whether you have received a response from Nasdaq.

Response

The Company respectfully acknowledges the Staff’s comments and advises that the Company has updated the risk factor to disclose the status of the Company’s non-compliance with Nasdaq Listing Rule 5550(b)(1), including the disclosure of the date the Company submitted the plan to regain compliance and the responses received from Nasdaq. Please see page 16.

The Equity Purchase Transaction, page 14

			6.

			Please revise to clarify why the warrant the company issued as a commitment fee in connection with the Equity Purchase Agreement is considered a "pre-funded" warrant. In this regard, it does not appear that the investor pre-paid any consideration for the warrant. If you are using the term "pre-funded warrant" to indicate the shares underlying the warrant are not intended to be included in the investor's beneficial ownership, then please so indicate, and state that the investor did not pre-pay any amount for the warrant. Finally, revise to clarify the approximate value of the Commitment Fee as compared to the consideration paid.

Response

The Company respectfully acknowledges the Staff’s comments and advises that in connection with entering into the Equity Purchase Agreement (the “Equity Line”), the Company was required to pay to the investor a commitment fee of $600,000 (the “Commitment Fee”), for which such fee was fully earned as of the day of the execution of the Equity Purchase Agreement, and not contingent upon any other event or condition, including, without limitation, the effectiveness of the Registration Statement or the Company’s submission of a Put Notice to the investor and irrespective of any termination of the Equity Purchase Agreement. Pursuant to the Equity Purchase Agreement, the Company could pay the Commitment Fee in pre-funded warrants to issue shares of Common Stock (the “Pre-Funded Warrants”). The consideration paid, or required to be paid, by the investor in its purchase of the Pre-Funded Warrants was entry into the Equity Purchase Agreement. As the investor entered into the Equity Purchase Agreement prior to the filing of the Registration Statement, the Company received all consideration with regard to the sale of the Pre-Funded Warrants prior to the filing of the Registration Statement.

The disclosure in the prospectus with respect to the Equity Line contained in the Registration Statement states that all consideration for the Pre-Funded Warrants had been received by the Company prior to filing the Registration Statement. Specifically, the prospectus states: “As consideration for the Selling Stockholder’s execution and delivery of, and performance under the Equity Purchase Agreement, on the Execution Date, the Company in its discretion, shall (i) pay to the Investor in cash $600,000 (“Commitment Cash”) or (ii) issue a mixture of shares of common stock and pre-funded warrants to purchase common stock (the “Pre-Funded Warrant”) to the Investor in a form acceptable to the Investor in its sole discretion and having an exercise price per share of $0.001 (the “Commitment Stock”) having a value of $600,000 based on closing price of the Common Stock on July 9, 2025, per the formula in the Pre-Funded Warrant. All of the shares of Commitment Stock were fully earned as of the Execution Date, and the issuance of the shares of Commitment Stock is not contingent upon any other event or condition, including, without limitation, the effectiveness of the Initial Registration Statement (defined below) or the Company’s submission of a Put Notice to the Investor and irrespective of any termination of the Equity Purchase Agreement.” (Emphasis added.)

The Pre-Funded Warrants were sold and issued to the investor prior to filing the Registration Statement, are owned by the selling stockholder, and the selling stockholder’s ownership of such shares is absolute and unconditional. The consideration for that sale was entry into the Purchase Agreement, consideration which cannot be returned. The Company respectfully submits, therefore, that all consideration was received for the sale of the Pre-Funded Warrants prior to filing the Registration Statement and thus that it is appropriate to classify the warrant as a “pre-funded” warrant. Notwithstanding, the Company has revised the Registration Statement to (i) include the emphasized language above on pages 5, 6, and 7, and (ii) to clarify that the shares underlying the pre-funded warrants are not intended to be included in the investor’s beneficial ownership on pages 5 and 21.

			7.

			Please discuss the provision of the Equity Purchase Agreement that limits the number of shares you may issue without seeking shareholder approval under Nasdaq rules for the issuance of more than 176,177 shares under the Equity Line Agreement and Pre- Funded Warrant. Disclose whether you intend to seek such shareholder approval.

Response

The Company respectfully acknowledges the Staff’s comments and advises that the Company has revised the Registration Statement to discuss the limits to the number of shares that the Company may issue without seeking shareholder approval under Nasdaq rules for the issuance of more than 176,77 shares under the Equity Purchase Agreement and Pre-Funded Warrant, as well as that the Company intends to seek such stockholder approval. Please see pages 5, 7, 8, 10, 11, and 20.

Plan of Distribution, page 15

			8.

			You indicate that the selling stockholder may engage in hedging transactions and sell securities short. This appears inconsistent with Section 5.2 of the Equity Purchase Agreement. Please advise or revise your disclosure.

Response

The Company respectfully acknowledges the Staff’s comments and advises that the Company has revised the Registration Statement to state that the selling stockholder may not engage in hedging transactions and sell securities short, in accordance with Section 5.2 of the Equity Purchase Agreement. Please see page 23.

General

			9.

			Please note that the resale of shares issuable under the Equity Purchase Agreement must be registered on a form that the company is eligible to use for a primary offering. For guidance, refer to Question 139.13 of the Securities Act Sections Compliance and Disclosure Interpretations. It appears that the aggregate market value of your common equity held by non- affiliates during the 60 days prior to July 17, 2025 did not exceed the $75 million threshold that General Instruction I.B.1 of Form S-3 specifies. If you are relying on General Instruction I.B.6 for Form S- 3 eligibility, tell us how you have sufficient capacity to register the number of shares you are offering for resale under the Equity Purchase Agreement, and include the information required pursuant to Instruction 7 to General Instruction I.B.6. For guidance, refer to Question 116.21 of the Securities Act Forms Compliance and Disclosure Interpretations. Alternatively, 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 register the securities on a Registration Statement on Form S-1.

			10.

			Please disclose the number of shares being offered for resale under the Equity Purchase Agreement on the prospectus cover page and throughout the prospectus.

Response

The Company respectfully acknowledges the Staff’s comments and advises that the Company has revised the Registration Statement to disclose the number of shares being offered for resale under the Equity Purchase Agreement, both on the covert page and throughout the prospectus.

			11.

			Please disclose that the selling shareholder is an underwriter with respect to the resale of the shares issuable under the Equity Purchase Agreement. For guidance, refer to Question 139.13 of the Securities Act Sections Compliance and Disclosure Interpretations.

Response

The Company respectfully acknowledges the Staff’s comments and advises that the Company has revised the Registration

August 19, 2025
Matthew Edelman
Chief Executive Officer
Super League Enterprise, Inc.
2450 Colorado Avenue, Suite 100E
Santa Monica, CA 90404
Re:Super League Enterprise, Inc.
Registration Statement on Form S-3
Filed August 11, 2025
File No. 333-289463
Dear Matthew Edelman:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Risk Factors
Shares of our preferred stock have certain approval rights with respect to issuances of
Common Stock..., page 8
1.You indicate that, although you are required to receive consent from the majority of
holders of each series of Series AA Convertible Preferred Stock prior to issuing the
shares of common stock that are being offered and sold in the current offering, you
intend to receive ratification from the Series AA Convertible Preferred after the
consummation of the offering. Please explain why you are not seeking such approval
before the offering. Provide your analysis of how not obtaining the required approval
before the issuance of the shares will impact the valid issuance of the shares being
registered and your ability to receive an opinion of counsel that the shares will, when
sold, be legally issued, fully paid and non-assessable.

August 19, 2025
Page 2
Shares of our preferred stock have certain approval rights with respect to incurring debt or
otherwise issuing debt securities..., page 8
2.Please clarify whether you were required to receive and did receive consents from the
Series AA and Series AAA preferred holders prior to issuing the 8% Senior Secured
Convertible Notes to Yield Point NY, LLC. If consents were required, please explain
why you did not seek such consents and whether it will impact the valid issuance of
the shares being registered upon conversion of the convertible notes.
We received a notice from Nasdaq that our common stock may be delisted from trading on
the Nasdaq Capital Market..., page 9
3.Please update your disclosure regarding the status of your non-compliancewith
Nasdaq Listing Rule 5550(b)(1), which requires the company to maintain a minimum
of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital
Market. Disclose the date you submitted your plan of compliance and whether you
have received a response from Nasdaq.
The Private Placement, page 13
4.You indicate that the convertible notes and warrants provide for anti-dilution
protection for issuances of common stock at a price per share less than the price equal
to the conversion price or exercise price, which is subject to shareholder
approval. Disclose whether the selling shareholder's sales under its equity line and
other warrants with the company fall within the provision. If so, disclose how the
selling shareholder's sales under its equity line and other warrants could decrease the
conversion and exercise prices of the convertible notes and warrants. Indicate whether
adjustments for sales under the equity line would include not only the discount of 8%
off the current market price, but also the 6% clearing costs payable to the selling
shareholder under the equity line. Disclose whether there is a floor price for the
conversion and exercise prices of the convertible notes and warrants and the
maximum amount of shares that may be issued upon conversion of the notes and
exercise of the warrants. Explain why you need to receive shareholder approval to
permit these adjustments. Discuss how not receiving shareholder approval may lead to
the selling shareholder not converting the convertible notes if the fixed conversion
price of $6.81 is higher than the market price and the resulting impact on the
company's liquidity and capital resources.

August 19, 2025
Page 3
            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 Kathleen Krebs at 202-551-3350 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jack Kennedy, Esq.

August 7, 2025
Matthew Edelman
Chief Executive Officer
Super League Enterprise, Inc.
2450 Colorado Avenue, Suite 100E
Santa Monica, CA 90404
Re:Super League Enterprise, Inc.
Registration Statement on Form S-3
Filed July 17, 2025
File No. 333-288730
Dear Matthew Edelman:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Prospectus Summary
The Offering, page 2
1.Please disclose whether there is a floor price for the investor's purchase price under
the Equity Purchase Agreement. If not, expand your risk factor disclosure to address
the additional dilution that may occur with no floor price. In addition, indicate that the
investment amount paid by the investor under the Equity Purchase Agreement for
each put by the company is 92% of the lowest trading price for the three consecutive
trading days following the put date minus clearing costs equal to 6% of the purchase
price. Disclose the resulting total discount to the trading price the investor will pay to
the company for the shares.

August 7, 2025
Page 2
2.Disclose that you may not have access to the full $20 million amount available under
the Equity Purchase Agreement. To provide context, disclose the amount of net
proceeds you would receive under the Equity Purchase Agreement if you issued to the
investor all of the shares being registered based upon the most recent trading price of
your shares, taking into account the purchase price of 92% of the trading price minus
clearing costs equal to 6% of the purchase price. Also disclose the total number of
shares you would have to issue to obtain the $20 million maximum amount under the
Equity Purchase Agreement based upon your most recent share price, purchase price
and clearing costs.
3.Please disclose the formula for adjusting the number of shares underlying the pre-
funded warrant and provide an example of how it will work. Also indicate whether the
investor may exercise the warrant and sell the shares prior to the final determination
of the number of shares underlying the warrant.
Risk Factors
Shares of our preferred stock have certain approval rights with respect to issuances of
Common Stock..., page 9
4.You indicate that, although you are required to receive consent from the majority of
holders of each series of Series AA Convertible Preferred Stock prior to issuing the
shares of common stock that are being offered and sold in the current offering, you
intend to receive ratification from the Series AA  Convertible Preferred after the
consummation of the offering. Please explain why you are not seeking such approval
before the offering. Provide your analysis of how not obtaining the required approval
before the issuance of the shares will impact the valid issuance of the shares being
registered and your ability to receive an opinion of counsel that the shares will, when
sold, be legally issued, fully paid and non-assessable.
We received a notice from Nasdaq that our common stock may be delisted from trading on
the Nasdaq Capital Market..., page 10
5.Please update your disclosure regarding the status of your non-compliance
with Nasdaq Listing Rule 5550(b)(1), which requires the company to maintain a
minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq
Capital Market. Disclose the date you submitted your plan of compliance and whether
you have received a response from Nasdaq.
The Equity Purchase Transaction, page 14
6.Please revise to clarify why the warrant the company issued as a commitment fee in
connection with the Equity Purchase Agreement is considered a "pre-funded" warrant.
In this regard, it does not appear that the investor pre-paid any consideration for the
warrant. If you are using the term "pre-funded warrant" to indicate the shares
underlying the warrant are not intended to be included in the investor's beneficial
ownership, then please so indicate, and state that the investor did not pre-pay any
amount for the warrant. Finally, revise to clarify the approximate value of the
Commitment Fee as compared to the consideration paid.

August 7, 2025
Page 3
7.Please discuss the provision of the Equity Purchase Agreement that limits the number
of shares you may issue without seeking shareholder approval under Nasdaq rules for
the issuance of more than 176,177 shares under the Equity Line Agreement and Pre-
Funded Warrant. Disclose whether you intend to seek such shareholder approval.
Plan of Distribution, page 15
8.You indicate that the selling stockholder may engage in hedging transactions and sell
securities short. This appears inconsistent with Section 5.2 of the Equity Purchase
Agreement. Please advise or revise your disclosure.
General
9.Please note that the resale of shares issuable under the Equity Purchase Agreement
must be registered on a form that the company is eligible to use for a primary offering.
For guidance, refer to Question 139.13 of the Securities Act Sections Compliance and
Disclosure Interpretations. It appears that the aggregate market value of your common
equity held by non- affiliates during the 60 days prior to July 17, 2025 did not exceed
the $75 million threshold that General Instruction I.B.1 of Form S-3 specifies. If you
are relying on General Instruction I.B.6 for Form S- 3 eligibility, tell us how you have
sufficient capacity to register the number of shares you are offering for resale under
the Equity Purchase Agreement, and include the information required pursuant to
Instruction 7 to General Instruction I.B.6. For guidance, refer to Question 116.21 of
the Securities Act Forms Compliance and Disclosure Interpretations. Alternatively,
please amend your registration statement on an appropriate form.
10.Please disclose the number of shares being offered for resale under the Equity
Purchase Agreement on the prospectus cover page and throughout the prospectus.
11.Please disclose that the selling shareholder is an underwriter with respect to the resale
of the shares issuable under the Equity Purchase Agreement. For guidance, refer
to Question 139.13 of the Securities Act Sections Compliance and Disclosure
Interpretations.

August 7, 2025
Page 4
            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 Kathleen Krebs at 202-551-3350 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jack Kennedy, Esq.

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December 20, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Enterprise, Inc.

			Registration Statement on Form S-3

			(File No. 333-283812)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Enterprise, Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the Registration Statement on Form S-3 (File No. 333-283812) (the “Registration Statement”) to 4:00 p.m Eastern Time on Friday, December 20, 2024, or as soon as is practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064, to confirm the exact time at which the Registration Statement was declared effective.

			Very truly yours,

			SUPER LEAGUE ENTERPRISE, INC.

			/s/ Ann Hand

			Ann Hand

			Chief Executive Officer and Chair

			cc:

			Jack Kennedy, Disclosure Law Group, a Professional Corporation

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December 20, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Enterprise, Inc.

			Registration Statement on Form S-3

			(File No. 333-283636)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Enterprise, Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the Registration Statement on Form S-3 (File No. 333-283636) (the “Registration Statement”) to 4:00 p.m Eastern Time on Friday, December 20, 2024, or as soon as is practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064, to confirm the exact time at which the Registration Statement was declared effective.

			Very truly yours,

			SUPER LEAGUE ENTERPRISE, INC.

			/s/ Ann Hand

			Ann Hand

			Chief Executive Officer and Chair

			cc:

			Jack Kennedy, Disclosure Law Group, a Professional Corporation

December 17, 2024
Ann Hand
Chief Executive Officer
Super League Enterprise, Inc.
2856 Colorado Ave.
Santa Monica, California 90404
Re:Super League Enterprise, Inc.
Registration Statement on Form S-3
Filed December 13, 2024
File No. 333-283812
Dear Ann Hand:
            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 Aliya Ishmukhamedova at 202-551-7519 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Daniel W. Rumsey, Esq.

December 10, 2024
Ann Hand
Chief Executive Officer
Super League Enterprise, Inc.
2856 Colorado Ave.
Santa Monica, California 90404
Re:Super League Enterprise, Inc.
Registration Statement on Form S-3
Filed December 6, 2024
File No. 333-283636
Dear Ann Hand:
            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 Aliya Ishmukhamedova at 202-551-7519 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Daniel W. Rumsey, Esq.

CORRESP
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September 16, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Enterprise, Inc.

			Registration Statement on Form S-3

			(File No. 333-281936)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Enterprise, Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the Registration Statement on Form S-3 (File No. 333-281936) (the “Registration Statement”) to 4:00 p.m Eastern Time on Wednesday, September 18, 2024, or as soon as is practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Daniel Rumsey at (619) 272-7062, to confirm the exact time at which the Registration Statement was declared effective.

			Very truly yours,

			SUPER LEAGUE ENTERPRISE, INC.

			/s/ Ann Hand

			Ann Hand

			Chief Executive Officer and Chair

			cc:

			Daniel Rumsey, Disclosure Law Group, a Professional Corporation

September 10, 2024
Ann Hand
Chief Executive Officer
Super League Enterprise, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
Re:Super League Enterprise, Inc.
Registration Statement on Form S-3
Filed September 5, 2024
File No. 333-281936
Dear Ann Hand:
            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 or Matthew Derby at 202-551-3334 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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May 6, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Enterprise, Inc.

			Registration Statement on Form S-3

			(File No. 333-277974)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Enterprise, Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the Registration Statement on Form S-3 (File No. 333-277974) (the “Registration Statement”) to 4:00 p.m Eastern Time on Wednesday, May 8, 2024, or as soon as is practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064, to confirm the exact time at which the Registration Statement was declared effective.

			Very truly yours,

			SUPER LEAGUE ENTERPRISE, INC.

			/s/ Ann Hand

			Ann Hand

			Chief Executive Officer and Chair

			cc:

			Jack Kennedy, Disclosure Law Group, a Professional Corporation

United States securities and exchange commission logo
March 21, 2024
Ann Hand
Chief Executive Officer
Super League Enterprise, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
Re:Super League Enterprise, Inc.
Registration Statement on Form S-3
Filed March 15, 2024
File No. 333-277974
Dear Ann Hand:
            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 Alexandra Barone at 202-551-8816 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jack Kennedy

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July 28, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Gaming, Inc.

			Registration Statement on Form S-3

			(File No. 333-273282)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Gaming, Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the Registration Statement on Form S-3 (File No. 333-273282) (the “Registration Statement”) to 4:00 p.m Eastern Time on Tuesday, August 1, 2023, or as soon as is practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064, to confirm the exact time at which the Registration Statement was declared effective.

			Very truly yours,

			SUPER LEAGUE GAMING, INC.

			/s/ Ann Hand

			Ann Hand

			Chief Executive Officer and Chair

			cc:

			Jack Kennedy, Disclosure Law Group, a Professional Corporation

United States securities and exchange commission logo
July 24, 2023
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
Re:Super League Gaming, Inc.
Registration Statement on Form S-3
Filed July 17, 2023
File No. 333-273282
Dear Ann Hand:
            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 Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jack Kennedy

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June 1, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Gaming, Inc.

			Registration Statement on Form S-3

			(File No. 333-271424)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Gaming, Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the Registration Statement on Form S-3 (File No. 333-271424) (the “Registration Statement”) to 4:00 p.m Eastern Time on Monday, June 5, 2023, or as soon as is practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064, to confirm the exact time at which the Registration Statement was declared effective.

			Very truly yours,

			SUPER LEAGUE GAMING, INC.

			/s/ Ann Hand

			Ann Hand

			Chief Executive Officer and Chair

			cc:

			Jack P. Kennedy, Disclosure Law Group, a Professional Corporation

United States securities and exchange commission logo
May 2, 2023
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
Re:Super League Gaming, Inc.
Registration Statement on Form S-3
Filed April 25, 2023
File No. 333-271424
Dear Ann Hand:
            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 Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jack Kennedy, Esq.

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Super League Gaming, Inc.

2912 Colorado Ave., Suite #203

Santa Monica, California 90404

June 16, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Gaming, Inc. Registration Statement on Form S-3 (File No. 333-265469)

			Withdrawal of Acceleration Request for June 18, 2022 at 4:00 PM Eastern Time

			Resubmission of Acceleration Request for June 21, 2022 at 4:00 PM Eastern Time

Ladies and Gentlemen:

Reference is made to (i) the Registration Statement on Form S-3 (File No. 333-265469) (the “Registration Statement”) of Super League Gaming, Inc. (the “Company”) and (ii) our letter, filed as correspondence via EDGAR on June 15, 2022, (the “Prior Acceleration Request”) in which we requested acceleration of the effective date of the Registration Statement to 4:00 PM, Eastern Time, on June 18, 2022.

Withdrawal of Acceleration Request

The Company is no longer requesting that such Registration Statement be declared effective at 4:00 PM, Eastern Time, on June 18, 2022, and we hereby formally withdraw our Prior Acceleration Request.

Resubmission of Acceleration Request

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Gaming, Inc. (the “Company”) hereby requests acceleration of the effectiveness of the Registration Statement to 4:00 PM, Eastern Time, on June 21, 2022, or as soon as is practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064.

			Very truly yours,

			SUPER LEAGUE GAMING, INC.

			/s/ Ann Hand

			Ann Hand

			Chief Executive Officer, President and Chair

cc:         Daniel W. Rumsey, Disclosure Law Group, a Professional Corporation

Jessica R. Sudweeks, Disclosure Law Group, a Professional Corporation

Jack P. Kennedy, Disclosure Law Group, a Professional Corporation

CORRESP
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June 16, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Gaming, Inc.

			Registration Statement on Form S-3

			(File No. 333-265469)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Super League Gaming, Inc. (the “Company”) hereby requests acceleration of the effectiveness of the Registration Statement on Form S-3 (File No. 333-265469) (the “Registration Statement”) to 4:00 PM, Eastern Time, on June 18, 2022, or as soon as is practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064.

			Very truly yours,

			SUPER LEAGUE GAMING, INC.

			/s/ Ann Hand

			Ann Hand

			Chief Executive Officer, President and Chair

cc:         Daniel W. Rumsey, Disclosure Law Group, a Professional Corporation

Jessica R. Sudweeks, Disclosure Law Group, a Professional Corporation

Jack P. Kennedy, Disclosure Law Group, a Professional Corporation

United States securities and exchange commission logo
June 14, 2022
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
Re:Super League Gaming, Inc.
Registration Statement on Form S-3
Filed on June 7, 2022
File No. 333-265469
Dear Ms. Hand:
            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 Janice Adeloye at 202-551-3034 or Cara Wirth at 202-551-7127 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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November 12, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Gaming, Inc.

			Registration Statement on Form S-3

			(File No. 333-259347)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Super League Gaming, Inc. (the “Registrant”), hereby requests acceleration of the effective date of the Registration Statement referred to above so that it may become effective at 4:00 p.m. Eastern Standard Time on Tuesday, November 16, 2021, or as soon as practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Ms. Jessica R. Sudweeks at (619) 272-7063, to confirm the exact time at which the Registration Statement was declared effective.

			Very truly yours,

			SUPER LEAGUE GAMING, INC.

			/s/ Ann Hand

			Ann Hand

			President and Chief Executive Officer

cc:          Jessica Sudweeks

Partner

Disclosure Law Group, a Professional Corporation

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November 12, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Super League Gaming, Inc.

			Registration Statement on Form S-3

			(File No. 333-258946)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Super League Gaming, Inc. (the “Registrant”), hereby requests acceleration of the effective date of the Registration Statement referred to above so that it may become effective at 4:00 p.m. Eastern Time on Tuesday, November 16, 2021, or as soon as practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Ms. Jessica R. Sudweeks at (619) 272-7063, to confirm the exact time at which the Registration Statement was declared effective.

			Very truly yours,

			SUPER LEAGUE GAMING, INC.

			/s/ Ann Hand

			Ann Hand

			President and Chief Executive Officer

cc:          Jessica Sudweeks

Partner

Disclosure Law Group, a Professional Corporation

United States securities and exchange commission logo
November 3, 2021
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
Re:Super League Gaming, Inc.
Form 10-K For the Fiscal Year Ended December 31, 2020
Filed March 19, 2021
File No. 001-38819
Dear Ms. Hand:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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2912 Colorado
Ave, Suite #203, Santa Monica, California 90404

 October 15,
2021

VIA EDGAR

Mses. Aamira
Chaudhry and Theresa Brilliant

United States
Securities and Exchange Commission

Division of
Corporation Finance

Office of Trade
& Services

100 F Street,
NE

Washington,
D.C. 20549

Re:

Super
League Gaming, Inc.

Form
10-K for the Fiscal Year Ended December 31, 2020

Filed
March 19, 2021

File No.
001-38819

Ladies and
Gentlemen:

This letter is
submitted on behalf of Super League Gaming, Inc. (the
“Company”) in
response to the additional comment from the staff of the Division
of Corporation Finance, Office of Trade & Services (the
“Staff”) of the
Securities and Exchange Commission (the “Commission”) in a letter to the
Company dated October 5, 2021 with respect to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2020, filed with the Commission on March 19, 2021 (the
“Form 10-K”).
In this letter, the Staff’s additional comment is indicated
in italics, followed by the Company’s response
thereto.

1.

We note your response to prior comment 2. It appears that the
information provided in the response on costs included in cost of
revenues is the same description provided on page F-9 for costs
included in technology platform and infrastructure costs. Please
advise. Additionally, we note that you are a leading gaming
community and content platform powered by patented, proprietary
technology systems. Based on the nature of your operations, it
appears that technology platform and infrastructure costs are
essential to your business and without them, you would not be able
to generate revenues. We note, however, that these costs appear to
be significant in comparison to the amounts included in cost of
revenues. Please tell us your basis for determining whether a cost
is classified as cost of revenues or technology platform and
infrastructure costs.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that the Company classifies internal and external engineering
costs, internal use software amortization costs and cloud services
costs between (1) cost of revenues and (2) operating expenses based
on the nature of the costs incurred in the applicable period, as
further described below. In addition, the description of technology
and platform infrastructure costs provided on page F-9 of the Form
10-K under the heading, “Technology Platform and
Infrastructure Costs,” refers to and only includes internal
and external engineering costs, amortization expense, cloud
services and other related operating expenses that are not directly
attributable to revenues recognized in the applicable reporting
period, and therefore are included as a component of operating
expenses. The Company respectfully advises the Staff that the
Company’s response to the Staff’s comment #2 to the
Form 10-K, as set forth in the letter dated September 1, 2021 (the
“Prior Comment
Letter”), only referred to internal and external
engineering costs, amortization expense, cloud services costs and
other costs that are directly related to revenues recognized in the
reporting period, and therefore are included in cost of
revenues.

The Company
respectfully acknowledges its disclosures regarding the use of our
technology systems in connection with our community and content
platform offerings. In addition, the Company respectfully advises
the Staff that our technology platform, as outlined in the bullet
points below, is utilized by the Company for non-revenue generating
activities, as well as for revenue generating activities.
Consistent with our disclosure on page 5, Item 1.
“Business” of the Form 10-K, in general, components of
our platform are available on a free to use, “always on
basis,” and further, are utilized and offered as an audience
acquisition tool, as a means of growing our audience, engagement,
viewership, players and community. Components of our platform are
also used in connection with the satisfaction of performance
obligations under our revenue arrangements. This distinction forms
the basis of our classification of internal and external
engineering costs, amortization expense and cloud services costs
between cost of revenues and operating expenses.

Our technology
platform as contemplated in our disclosures under Item 1.
“Business” in our quarterly and annual reports,
including the 10-K, is comprised of a number of separate components
that when taken together represent our technology platform
offerings, as follows:

●

Minehut.com, free to play
social and gaming portal for Minecraft players, used largely as an
audience acquisition tool, as described above

●

Digital Tournament
Capabilities

●

Visualization and
Broadcast Capabilities

●

Content Studio

●

Framerate Gameplay
Highlights

We generate
revenues from (i) advertising, serving as a marketing channel
for brands and advertisers, (ii) content, distributing esports and
entertainment content, and (iii) direct to consumer offers
including digital subscriptions.

As previously
noted, internal and external engineering costs, amortization
expense and cloud services costs are classified as (1) cost of
revenues or (2) technology platform and infrastructure costs
included in operating expense, based on whether the costs are
directly related to revenue recognized in the applicable reporting
period, or whether the costs are incurred in connection with our
audience acquisition activities, for the purpose of growing our
audience, viewership, players and community. Costs directly related
to revenues recognized in the period are classified as cost of
revenues and costs related to audience acquisition are included in
technology platform and infrastructure costs in operating
expense.

Audience Acquisition Costs included in
Operating Expenses:

Operating
expenses includes the periodic cost of internal and external
engineering personnel, cloud and other platform services and the
amortization of internal use software costs, incurred in connection
with our audience acquisition and viewership expansion activities,
and not directly related to revenue generating activities in the
applicable period, including tools and product offering
development, testing, minor upgrades and features, free to use
services, corporate IT and general platform maintenance and
support.

For example,
our Minehut.com, Minecraft property is a free to play,
“always-on” free gaming server, that is largely used as
an audience acquisition tool, to increase awareness of Super
League, and increase engagement and viewership across our digital
properties. Internal and external engineering costs, cloud and
platform services and other costs incurred in connection with our
audience acquisition activities on Minehut.com are included in
operating expenses as they are not directly related to revenue
recognized.

As another
example, historically we have utilized certain components of our
technology platform to run esports tournaments and broadcasts that
are free to play as user engagement and audience / viewership
acquisition activities. In addition, we use certain components of
the technology platform to create broadcasts and original
programming as tools to boost audience and engagement on our own
social channels. Any internal and external engineering costs,
amortization expense and cloud services costs incurred in
connection with these activities is included in operating expenses,
as they are not revenue generating activities in the applicable
period.

Costs included in Cost of
Revenues:

We classify
direct costs incurred in connection with revenues recognized during
the period as cost of revenues. As described in our response to
comment #2 of the Prior Comment Letter, internal personnel costs
are classified as cost of revenues based on monthly engineering
employee timesheet information by project, third-party consultants
/ contractors, are classified as cost of revenues based on
documented invoice information by project, internal use software
costs that are specific to a revenue generating project are
amortized to cost of revenues over the estimated useful life of the
capitalized project costs, and cloud services costs are classified
as cost of revenues based on total server time usage statics by
specific revenue generating project.

For example, we
execute advertising campaigns from time to time on our Minehut.com
property. In connection with the satisfaction of our obligations
under the respective revenue agreements, we typically incur
internal and external engineering costs, cloud services and other
costs to satisfy the Company’s performance obligations under
the revenue agreement. These costs are identified and classified as
cost of revenues for the applicable period in accordance with the
methodologies summarized above.

Similarly, for
other revenue agreement obligations related to our broadcasting,
content, tournament or other capabilities included in the bullet
points above, that require engineering resource costs, cloud
services costs or other types of engineering and services costs,
those costs are identified and classified as cost of revenues for
the applicable period in accordance with the methodologies
summarized above.

The Company
appreciates that the aforementioned information regarding the uses
of the components of our technology platform as contemplated by our
periodic filings may be helpful disclosure to include in the
Company’s periodic filings moving forward. As such, the
Company respectfully advises the Staff that the Company intends to
provide additional disclosures , in future periodic filings,
beginning with the Company’s Quarterly Report on Form 10-Q
for the period ending September 30, 2021 and in all subsequent
quarterly and annual filings thereafter, as follows:

1.

Consolidated Condensed
Statements of Operations

Modify the line
item description from “Technology platform and
infrastructure” to “Engineering, Technology and
Development,” with a corresponding change to the heading for
the related footnote.

2.

Notes to the Consolidated
Financial Statements

Enhanced
disclosures regarding “Cost of Revenues,” as
follows:

Cost of
revenues includes direct costs incurred in connection with the
satisfaction of performance obligations under our revenue
arrangements, including internal and third-party engineering,
creative, content, broadcast and other personnel, talent and
influencer, content capture and production services, direct
marketing, cloud services, software, prizing, and venue
fees.

3.

Item 1. “Business
Description,” under “Our Scalable Technology
Platform”

Components of
our platform are available on a “free to use,”
“always on basis,” and further, are utilized and
offered as an audience acquisition tool, as a means of growing our
audience, engagement, viewership, players and community. Components
of our platform are also used in connection with the satisfaction
of performance obligations under our revenue
arrangements.

We hope that
the foregoing has been responsive to the Staff’s comments. If
you have any questions or would like further information regarding
the foregoing, please do not hesitate to contact either myself at
(949) 903-5120 or Ms. Jessica Sudweeks of Disclosure Law Group, the
Company’s corporate and securities counsel, at (619)
272-7063.

Sincerely,

/s/ Clayton Haynes

Clayton
Haynes

Chief Financial
Officer

Super League
Gaming, Inc.

cc:    Ms.
Ann Hand

Chief Executive
Officer

Super League
Gaming, Inc.

Ms. Jessica R.
Sudweeks

Partner

Disclosure Law
Group,

a Professional
Corporation

United States securities and exchange commission logo
October 5, 2021
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
Re:Super League Gaming, Inc.
Form 10-K For the Fiscal Year Ended December 31, 2020
Filed March 19, 2021
File No. 001-38819
Dear Ms. Hand:
            We have reviewed your September 21, 2021 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 1, 2021 letter.

 FirstName LastNameAnn Hand
 Comapany NameSuper League Gaming, Inc.
 October 5, 2021 Page 2
 FirstName LastName
Ann Hand
Super League Gaming, Inc.
October 5, 2021
Page 2
Form 10-K for the Fiscal Year Ended December 31, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Operating Expenses, page 45
1.We note your response to prior comment 2.  It appears that the information provided in the
response on costs included in cost of revenues is the same description provided on page F-
9 for costs included in technology platform and infrastructure costs. Please advise.
Additionally, we note that you are a leading gaming community and content platform
powered by patented, proprietary technology systems. Based on the nature of your
operations, it appears that technology platform and infrastructure costs are essential to
your business and without them, you would not be able to generate revenues.  We
note, however, that these costs appear to be significant in comparison to the amounts
included in cost of revenues. Please tell us your basis for determining whether a cost is
classified as cost of revenues or technology platform and infrastructure costs.
            You may contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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slggcorresp_sep212021

September 21,
2021

VIA EDGAR

Mses. Aamira
Chaudhry and Theresa Brilliant

United States
Securities and Exchange Commission

Division of
Corporation Finance

Office of Trade
& Services

100 F Street,
NE

Washington,
D.C. 20549

Re:
Super League Gaming, Inc.

Form
10-K for the Fiscal Year Ended December 31, 2020

Filed
March 19, 2021

File No.
001-38819

Ladies and
Gentlemen:

This letter is
submitted on behalf of Super League Gaming, Inc. (the
“Company”) in
response to the comments from the staff of the Division of
Corporation Finance, Office of Trade & Services (the
“Staff”) of the
Securities and Exchange Commission (the “Commission”) in a letter to the
Company dated September 1, 2021 with respect to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2020, filed with the Commission on March 19, 2021 (the
“Form 10-K”).
In this letter, each of the Staff’s comments is indicated in
italics, followed by the Company’s responses
thereto.

Management's Discussion and Analysis of Financial Condition and
Results of Operations Executive Summary and Key Performance
Indicators, page 37

1.

Please
revise your discussion in MD&A to begin with a discussion and
analysis of your results of operations under GAAP, and move the
discussion of key performance indicators to follow or support your
GAAP-based results discussion.

Response: The Company
respectfully acknowledges and accepts the Staff’s comment,
and kindly requests that the Company be permitted to incorporate
the Staff’s guidance on a prospective basis, beginning first
with the Company’s Quarterly Report on Form 10-Q for the
period ending September 30, 2021 and in all subsequent quarterly
and annual filings thereafter.

Operating Expenses, page 45

2.

Please
tell us if any technology platform and infrastructure related costs
are included in cost of revenues and your basis for classifying
these costs.

-1-

Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that the Company does include certain technology platform and
infrastructure costs in cost of revenues. A further description of
these costs and the methodology used by the Company to classify the
relevant costs are explained below.

Cost of
revenues includes direct costs incurred by the Company in
connection with the satisfaction of performance obligations under
the Company’s revenue arrangements. As a result, the
following direct technology platform and infrastructure costs are
included in the Company’s cost of revenues: (i) allocated
personnel costs, including salaries, taxes and benefits related to
our internal software developers and engineers, (ii) third-party
contract software development and engineering resources (iii) the
amortization of capitalized internal use software costs
(“IUSC”), and
(iv) technology platform related cloud services, and other
technology platform costs. The methodology utilized by the Company
for each type of cost are as follows:

●

Internal personnel costs. Internal
personnel costs are allocated to cost of revenues based on monthly
timesheet information provided by employees that track employee
hours incurred on a project-by-project basis. Reported hours by
revenue generating project are multiplied by salaries, tax and
benefits rates per hour by employee in order to determine amounts
allocable to cost of revenues for the applicable
period.

●

Third-party consultants / contractors.
Third-party consultant / contractor costs are allocated to cost of
revenues based on descriptions of time and costs incurred included
on third-party vendor invoices and related agreements, and are
allocated to the appropriate revenue generating project for the
applicable dates of service.

●

Amortization of IUSC. Capitalized IUSC
incurred that are specific to a revenue generating project are
amortized over the estimated useful life of the capitalized project
costs, and allocated to cost of revenues on a straight-line basis
over the estimated useful life of the project costs.

●

Cloud services. Cloud services costs
are allocated to cost of revenue based on total server time used by
specific revenue generating project. Monthly server time hours
incurred by project are divided by total monthly server time, which
is applied to total monthly server costs to determine amounts
allocable to cost of revenue for the applicable
period.

The Company
appreciates that the aforementioned information may be helpful
disclosure to include in the Company’s periodic filings
moving forward. As such, the Company respectfully advises the Staff
that the Company intends to provide additional disclosure regarding
technology and platform costs included in cost of revenues in
future periodic filings, beginning with the Company’s
Quarterly Report on Form 10-Q for the period ending September 30,
2021 and in all subsequent quarterly and annual filings
thereafter.

-2-

Index to Financial Statements

Balance Sheet, page F-3

3.

We note
you have incurred significant losses since inception and expect
continued future operating losses. In light of your history of
losses and negative cash flows from operating activities for the
years ended December 31, 2020 and December 31, 2019, please tell us
and disclose the results of your annual impairment tests of
goodwill, including the significant factors and assumptions used in
your analysis. Refer to ASC 350-20. Additionally, tell us how you
determined that the value of intangibles and other assets is
recoverable in light of the above factors. Refer to ASC
360-10-35.

Response:

The Company
respectfully acknowledges the Staff’s comment, and has
divided its response into two sections: (i) a description of the
Company’s annual impairment tests of goodwill, including the
significant factors and assumptions used, and (ii) the factors
behind the Company’s determination that the value of its
intangibles and other assets is recoverable despite the
Company’s history of and disclosure regarding expectation for
future operating losses.

The Company’s Annual Impairment Tests of
Goodwill. In accordance with ASC 350-20-35, goodwill is
tested for impairment at the Company’s reporting unit level
on an annual basis (December 31) and between annual tests if an
event occurs or circumstances change that would more likely than
not reduce the fair value of our reporting unit below its carrying
value. The Company considers its market capitalization and the
carrying value of assets and liabilities, including goodwill, as of
the testing date, when performing goodwill impairment
testing.

When conducting
the Company’s annual goodwill impairment assessment, we
initially perform a qualitative evaluation of whether it is more
likely than not that goodwill is impaired. In evaluating whether it
is more likely than not that the fair value of our reporting unit
is less than its carrying amount, we considered the guidance set
forth in ASC-350-20-35-3C, which requires an entity to assess
relevant events and circumstances, including macroeconomic
conditions, industry and market considerations, cost factors,
financial performance and other relevant events or circumstances.
From a qualitative standpoint, given the Company’s early
history of losses and negative cash flows from operating
activities, we concluded it was necessary to perform the
quantitative goodwill impairment test pursuant to ASC 350, and
compare the fair value of the Company’s reporting unit to its
carrying or book value as of testing date.

In performing
the goodwill impairment test, we compared the fair value of the
Company’s reporting unit to its carrying or book value to
determine if the fair value of the reporting unit exceeded its
carrying value as of December 31, 2020, in which case the standard
indicates that goodwill would not be impaired, and we would not be
required to perform any further testing.

Pursuant to
guidance set forth in ASC 350-20-35, the fair value of a reporting
unit refers to the price that would be received to sell the
reporting unit as a whole in an orderly transaction between market
participants at the measurement date. Further, quoted market prices
in active markets are considered to be the best evidence of fair
value and should be used as the basis for fair value measurement,
if available.

-3-

For this
impairment test, we utilized the Company’s market
capitalization (based on the closing price of the Company’s
common stock, multiplied by shares of common stock outstanding as
of the measurement date) for purposes of estimating the fair value
of the Company at December 31, 2020, as in management’s
estimate, our stock price was the best estimate of fair value of
the company’s single reporting unit available at the date of
testing. At December 31, 2020, we reported goodwill of $2.6
million.

The impairment
test was calculated as follows as of December 31,
2020:

Amount

Fair value of Reporting
Unit – December 31, 2020

 $43,817,000

Carrying value of net
assets:

Current assets

  9,367,000

Noncurrent assets including
goodwill

  4,610,000

Current and noncurrent
liabilities

  (3,037,000)

Carrying value of net
assets

  10,940,000

Excess fair
value

 $32,877,000

Based on the
results of the impairment test, the fair value of the
Company’s reporting unit exceeded its carrying value as
December 31, 2020 by approximately $32.9 million. As such, as of
December 31, 2020, we determined that, under the standard, there
was no indication of goodwill impairment as of December 31,
2020.

Factors Behind the Company’s Disclosure
Regarding the Recovery of the Value of Intangibles and Other
Assets. The Company respectfully advises the Staff that the
guidance set forth in ASC 360-10-35 was utilized by the Company in
determining whether the value of intangibles and other assets was
recoverable as of December 31, 2020. Specifically, we considered
the factors included in ASC 360-10-35-21, as well as estimated
undiscounted cash flow projections related to our intangible assets
as of December 31, 2020. At December 31, 2020, the Company’s
internal cash flow projections reflected cash flows sufficient to
recover the value of recorded intangible assets over the useful
life of the intangible assets, including break-even and
profitability forecast estimates within the estimated useful lives
of our recorded intangible assets as of December 31,
2020.

The Company
further advises the Staff that the Company has historically
included the language surrounding “expecting continued future
operating losses,” as a general conservative risk factor,
rather than as a contradictory statement to the Company’s
estimates of recoverability of intangible assets as contemplated by
ASC 360-10-35. Instead, the Company currently expects to be
profitable in the future with sufficient cash flows to recover
intangible assets as of December 31, 2020. In an effort to mitigate
the appearance of a contradictory statement, the Company intends to
revise the risk factor language in future periodic filings to
ensure that such language does not contradict estimates of
recoverability of intangible assets as of the applicable balance
sheet date, and include additional disclosures in the notes to the
financial statements in future filings to clarify the results of
our periodic analysis regarding the recoverability of intangible
assets as applicable.

-4-

Notes to Financial Statements

Note 2. Summary of Significant Accounting Policies, page
F-12

4.

We note
your disclosure that you operate in one segment. Please tell us the
factors used to identify your reportable segment, including the
basis of organization, and whether operating segments have been
aggregated into one reportable segment. See ASC 280-10-
50-21.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that the Company considered the factors outlined in ASC
280-10, including the information our Chief Operating Decision
Maker (“CODM”)
reviews, our business activities and our reporting structure, to
identify our reportable segment, as described below.

Per ASC
280-10-05-3, in connection with determining the Company’s
operating segments, we utilized the management approach which is
based on the way that management organizes the segments within the
public entity for making operating decisions and assessing
performance. Accordingly, we considered whether any of the
components of our business satisfied all of the following
characteristics required to be considered an operating
segment:

a.

It engages in business
activities from which it may recognize revenues and incur
expenses.

We generate
revenues and incur expenses from (i) advertising, for brands and
advertisers, and from the sale of content on our own network of
digital channels and our media and entertainment partner channels
and (ii) direct-to-consumer offers primarily comprised of digital
subscriptions. As such, the components of our operations under ASC
280 are our (1) advertising and sponsorship component, including
content sales component and (2) our direct-to-consumer
component.

b.

Its operating results are
regularly reviewed by the public entity’s chief operating
decision maker to make decisions about resources to be allocated to
the segment and assess its performance.

Identification of the CODM: Our CODM,
as contemplated under ASC 280, is our Chief Executive Officer
(“CEO”). The
CODM is responsible for the key operating decisions as described in
ASC 280.

Operating results: Our CODM reviews
operating results for the Company quarterly (quarter and
year-to-date information) on a consolidated basis and receives and
reviews the same financial package that is provided to and reviewed
by the Company’s audit committee and board of directors on a
quarterly basis. Consistent with the disaggregation of revenues
provided in the financial statements as required by ASC 606, the
quarterly financial statement package contains a disaggregation of
revenues by the advertising, content and direct-to-consumer
categories described above. Cost information included in the
financial package provided to the CODM and board of directors is
provided and reviewed in the aggregate, on a consolidated basis. As
such, operating results are regularly reviewed by the CODM on a
consolidated basis for purposes of making decisions about resources
to be allocated and assess performance.

Organizational Structure: The Company
is organized into three main functions: (1) Commercial Team,
responsible for revenues and business development; (2) Engineering,
and (3) Finance. The Commercial Team is led by our Chief Revenue
Officer (“CRO”), our Engineering team by
our Chief Technology Officer and Finance by our Chief Financial
Officer. These components of our senior leadership team report
directly to the CEO/CODM. The CRO is responsible for all revenue
related activities for the company.

-5-

The CODM meets
with the CRO weekly, and on an ad hoc basis to discuss commercial
team operations, business development, sales pipeline, sales
updates and other matters. Operating results are considered on a
consolidated basis periodically with the CRO for purposes of making
decisions about resources to be allocated to the segment and assess
its performance. Advertising revenues from traditional adverting
and sponsorships and content sales are reviewed, as well as
direct-to-consumer revenues with respect to our Minecraft digital
goods offer.

Budgeting: Cost budgets are prepared
and reviewed by our CODM on a consolidated basis.

Compensation: Incentive compensation
for the CODM’s direct reports is based on aggregated
consolidated results.

c.

Its discrete financial
information is available.

Discrete Financial Information:
Financial information is provided to the CODM on a consolidated
basis, including consolidated gross margin and operating expense.
The only financial information included in the financial packages
provided to the CODM that is disaggregated i

United States securities and exchange commission logo
September 1, 2021
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
Re:Super League Gaming, Inc.
Form 10-K For the Fiscal Year Ended December 31, 2020
Filed March 19, 2021
File No. 001-38819
Dear Ms. Hand:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K For the Fiscal Year Ended December 31,2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary and Key Performance Indicators, page 37
1.Please revise your discussion in MD&A to begin with a discussion and analysis of your
results of operations under GAAP, and move the discussion of key performance indicators
to follow or support your GAAP-based results discussion.
Operating Expenses, page 45
2.Please tell us if any technology platform and infrastructure related costs are included in
cost of revenues and your basis for classifying these costs.

 FirstName LastNameAnn  Hand
 Comapany NameSuper League Gaming, Inc.
 September 1, 2021 Page 2
 FirstName LastName
Ann  Hand
Super League Gaming, Inc.
September 1, 2021
Page 2
Index to Financial Statements
Balance Sheet , page F-3
3.We note you have incurred significant losses since inception and expect continued future
operating losses. In light of your history of losses and negative cash flows from operating
activities for the years ended December 31, 2020 and December 31, 2019, please tell us
and disclose the results of your annual impairment tests of goodwill, including the
significant factors and assumptions used in your analysis. Refer to ASC 350-
20.  Additionally, tell us how you determined that the value of intangibles and other assets
is recoverable in light of the above factors. Refer to ASC 360-10-35.
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies, page F-12
4.We note your disclosure that you operate in one segment.  Please tell us the factors used to
identify your reportable segment, including the basis of organization, and whether
operating segments have been aggregated into one reportable segment. See ASC 280-10-
50-21.

5.We note that for the years ended December 31, 2020 and 2019, four customers accounted
for 49% and five customers accounted for 69% of revenue, respectively.  Please disclose
whether the revenue generated by these customers related to advertising and sponsorships,
content, or direct to consumer revenue.
            In closing, 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.
            You may contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-
3307 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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slggcorresp_aug242020

August
24, 2020

VIA EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

Super
League Gaming, Inc.

Registration Statement on Form S-1

File No. No. 333-248248

Acceleration Request

Requested
Date:                                           August
26, 2020

Requested
Time:                                           4:00
p.m. Eastern Time (US)

Ladies
and Gentlemen:

In
connection with the above-referenced Registration Statement, and
pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), we, as representative of the underwriters,
hereby join in the request of Super League Gaming, Inc. that the
effective date of the Registration Statement be accelerated so that
it will be declared effective at 4:00 p.m., Eastern Time (US), on
August 26, 2020, or at such later time as the Company or its
outside counsel, Disclosure Law Group, a Professional Corporation,
may request via a telephone call to the staff of the Division of
Corporation Finance of the Securities and Exchange
Commission.

Pursuant to Rule
460 under the Act, we wish to advise you that we have distributed
approximately 42 copies of the Preliminary Prospectus dated August
21, 2020 through the date hereof, to underwriters, dealers,
institutions and others.

The
undersigned, as representatives of the several underwriters, have
complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply,
with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

Very truly
yours,

Acting
on behalf of itself and the several Underwriters

NATIONAL SECURITIES
CORPORATION

By: /s/ Jonathan C.
Rich

Name: Jonathan C.
Rich

Title: EVP - Head
of Investment Banking

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slggcorresp_aug242020

August 24, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:
Ms. Jennifer Lopez

RE:

Super League Gaming, Inc.

Registration
Statement on Form S-1

(File No. 333-248248)

Acceleration Request

Requested Date:

August 26, 2020

Requested Time:

4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, Super League Gaming, Inc. (the
“Company”) hereby requests acceleration of the
effective date of the Registration Statement on Form S-1, as
amended (File No. 333-248248) (the “Registration
Statement”). We
respectfully request that the Registration Statement be declared
effective at the “Requested Date” and “Requested
Time” set forth above or at such later time as the Company or
its counsel may orally request via telephone call to the staff of
the Division of Corporation Finance of the Securities and Exchange
Commission. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel,
Disclosure Law Group, a Professional Corporation, by calling Ms.
Jessica Sudweeks at (619) 272-7063.

 Very
truly yours,

SUPER
LEAGUE GAMING, INC.

/s/ Ann Hand

Ann
Hand

Chief
Executive Officer, President and Chair

cc:         Clayton
Haynes, Super League Gaming, Inc.

Daniel
W. Rumsey, Disclosure Law Group, a Professional
Corporation

Jessica
R. Sudweeks, Disclosure Law Group, a Professional
Corporation

Stephen
E. Older, McGuireWoods LLP

Rakesh
Gopalan, McGuireWoods LLP

CORRESP
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slgcorresp_apr2020

April 16, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:
Jacqueline Kaufman

RE:

Super
League Gaming, Inc.

Registration
Statement on Form S-3

(File
No. 333-237626)

Dear Ms. Kaufman,

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, the
undersigned, Super League Gaming, Inc., a Delaware corporation (the
“Registrant”), hereby requests acceleration of the
effective date of the Registration Statement referred to above so
that it may become effective at 10:00 a.m. Eastern Standard Time on
April 20, 2020, or as soon as practicable
thereafter.

Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with our counsel, Disclosure Law
Group, a Professional Corporation, by calling Ms. Jessica R.
Sudweeks at (619) 272-7063, to confirm the exact time at which the
Registration Statement was declared effective.

Very
truly yours,

SUPER
LEAGUE GAMING, INC.

/s/ Ann Hand

Ann
Hand

President
and Chief Executive Officer

cc:

Jessica Sudweeks

Partner

Disclosure Law Group, a Professional Corporation

April 15, 2020
Ann Hand
President and Chief Executive Officer
Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, California 90404
Re:Super League Gaming, Inc.
Registration Statement on Form S-3
Filed April 10, 2020
File No. 333-237626
Dear Ms. Hand:
            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 Jacqueline Kaufman at 202-551-3797 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jessica R. Sudweeks, Esq.

March 3, 2020
Clayton Haynes
Chief Financial Officer
Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, California 90404
Re:Super League Gaming, Inc.
Draft Registration Statement on Form S-1
Submitted on February 28, 2020
CIK No. 0001621672
Dear Mr. Haynes:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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 Jennifer López at (202)551-3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

February 22, 2019
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, CA 90404
Re:Super League Gaming, Inc.
Amendment No. 1 and 2 to Registration Statement on Form S-1
Filed February 6 and 12, 2019
File No. 333-229144
Dear Ms. Hand:
            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/A
Summary Financial Data, page 8
1.We refer to your disclosure in footnote 1 which states "Pro forma as adjusted balance
sheet data reflects the pro forma items described immediately above..."  Please clarify in
your filing to which pro forma items you refer.
Capitalization, page 36
2.Please revise the second bullet point to include the adjustment for the beneficial
conversion feature of $8,227,542 which is not recognized in earnings until the
consummation of the IPO.

 FirstName LastNameAnn Hand
 Comapany NameSuper League Gaming, Inc.
 February 22, 2019 Page 2
 FirstName LastName
Ann Hand
Super League Gaming, Inc.
February 22, 2019
Page 2
Description of Securities, page 94
3.We note from the second paragraph you indicate as of February 11, 2019, there were
1,208,936 shares of common stock issuable pursuant to outstanding convertible
promissory notes at a conversion price of $10.80 per share. This information appears
inconsistent with disclosures provided elsewhere in the document. Please revise to  correct
the inconsistency.
            You may contact Heather Clark at 202-551-3624 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact
John Dana Brown at 202-551-3859 or Anne Parker, Assistant Director, at 202-551-3611 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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Blueprint

February
22, 2019

VIA EDGAR

Mses.
Anne Parker, Heather Clark and Jean Yu, and Mr. John Dana
Brown

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Transportation and Leisure

100 F
Street, NE

Washington,
D.C. 20549

Re:

Super
League Gaming, Inc.

   Amendment
No. 1 and 2 to Registration Statement on Form S-1

   Filed
February 6 and 12, 2019

   File
No. 333-229144

Ladies
and Gentlemen:

This
letter is submitted on behalf of Super League Gaming, Inc. (the
“Company”) in
response to the comments from the staff of the Division of
Corporation Finance and the Office of Transportation and Leisure
(the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in a letter to the
Company dated February 22, 2019 with respect to Amendments No. 1
and No. 2 to the Registration Statement on Form S-1 filed with the
Commission on February 6, 2019 and February 12, 2019, respectively
(the “Registration
Statement”). In connection with this letter responding
to the Staff’s comments, the Company is submitting Amendment
No. 3 to the Registration Statement (“Amendment No. 3”), which will
include corresponding changes in response to the Staff’s
comments.

In this
letter, each of the Staff’s comments is indicated in italics,
followed by the Company’s responses thereto. Page number
references in the responses below are to the page numbers of
Amendment No. 3. Capitalized terms used but not defined in this
letter have the meanings ascribed thereto in Amendment No.
3.

Form S-1/A

Summary Financial Data, page 8

1.

We refer to your disclosure in footnote 1 which states "Pro forma
as adjusted balance sheet data reflects the pro forma items
described immediately above..." Please clarify in your filing to
which pro forma items you refer.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that footnote 1 to the balance sheet data contained in the
Summary Financial Data section of Amendment No. 3 now fully
describes the items included in the pro forma column.

Capitalization, page 36

2.

Please revise the second bullet point to include the adjustment for
the beneficial conversion feature of $8,227,542 which is not
recognized in earnings until the consummation of the
IPO.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that the second bullet point in the Capitalization section of
Amendment No. 3 now discloses that the adjustment for the
beneficial conversion feature is included in the pro forma
information presented in the Capitalization table.

Description of Securities, page 94

3.

We note from the second paragraph you indicate as of February 11,
2019, there were 1,208,936 shares of common stock issuable pursuant
to outstanding convertible promissory notes at a conversion price
of $10.80 per share. This information appears inconsistent with
disclosures provided elsewhere in the document. Please revise to
correct the inconsistency.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that the shares of common stock
issuable upon conversion of the outstanding convertible promissory
notes in the Description of Securities section of Amendment No. 3
is now consistent with similar disclosure throughout the prospectus
included within Amendment No. 3.

We hope
that the foregoing has been responsive to the Staff’s
comments. If you have any questions or would like further
information regarding the foregoing, please do not hesitate to
contact me at (619) 272-7063.

Sincerely,

/s/ Jessica R.
Sudweeks

Jessica
R. Sudweeks

Partner

Disclosure
Law Group, a Professional Corporation

cc:
Ms. Ann Hand

Chief
Executive Officer

Super
League Gaming, Inc.

Mr.
Clayton Haynes

Chief
Financial Officer

Super
League Gaming, Inc.

Mr.
Daniel R. Rumsey

Managing
Partner

Disclosure Law
Group, a Professional Corporation

Messrs.
Jonathan R. Zimmerman, Ben A. Stacke and Ryan R.
Woessner

Faegre
Baker Daniels LLP

CORRESP
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filename1.htm

Acceleration Request

February
21, 2019

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Attn:
Heather Clark, Melissa Raminpour, John Dana Brown and Anne
Parker

Re:        Super League Gaming,
Inc.

Registration Statement on Form S-1, as amended

File
No. 333-229144

Ladies and Gentlemen:

As representatives of the several underwriters of
the proposed public offering of common stock of Super League
Gaming, Inc. (the “Company”),
we hereby join the Company’s request that the effective date
of the above-referenced Registration Statement on Form S-1 be
accelerated so that it will be declared effective at 4:00 p.m.
Eastern Time on February 25, 2019, or at such later time as the
Company or its counsel may orally request via telephone call to the
staff of the Division of Corporation Finance of the Securities and
Exchange Commission.

Pursuant
to Rule 460 of the General Rules and Regulations under the
Securities Act of 1933, as amended, we wish to advise you that we
intend to effect the following distribution of the Company’s
Preliminary Prospectus dated February 12, 2019, through the time of
effectiveness:

Preliminary Prospectus dated February 12, 2019:

646
copies to prospective underwriters, institutional investors,
dealers and others

The
undersigned advise that they have complied and will continue to
comply, and that they have been informed by the participating
underwriters and dealers that they have complied with and will
continue to comply, with the requirements of Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very
truly yours,

NORTHLAND
SECURITIES, INC.

By:
/s/ Jeff
Peterson

Name:
Jeff Peterson

Title:
Managing Director,
Head of Investment Banking

LAKE
STREET CAPITAL MARKETS, LLC

By:
/s/ Eric
Martinuzzi

Name:
Eric Martinuzzi

Title:
Chief
Operating Officer

CORRESP
1
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SLG

February 21, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:
Heather Clark, Melissa Raminpour, John Dana Brown and Anne
Parker

RE:

Super League Gaming, Inc.

Registration
Statement on Form S-1, as amended

(File No. 333-229144)

Acceleration Request

Requested Date:
   February
25, 2019

Requested Time:
            4:00 P.M. Eastern
Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, Super League Gaming, Inc. (the
“Company”) hereby requests acceleration of the
effective date of the Registration Statement on Form S-1, as
amended (File No. 333-229144) (the “Registration
Statement”). We
respectfully request that the Registration Statement be declared
effective at the “Requested Date” and “Requested
Time” set forth above or at such later time as the Company or
its counsel may orally request via telephone call to the staff of
the Division of Corporation Finance of the Securities and Exchange
Commission. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel,
Disclosure Law Group, a Professional Corporation, by calling Ms.
Jessica Sudweeks at (619) 272-7063.

Very truly
yours,

SUPER LEAGUE
GAMING, INC.

/s/ Ann Hand

Ann
Hand

Chief
Executive Officer, President and Chair

cc:         Clayton
Haynes, Super League Gaming, Inc.

Daniel
W. Rumsey, Disclosure Law Group, a Professional
Corporation

Jessica
R. Sudweeks, Disclosure Law Group, a Professional
Corporation

Ben
A. Stacke, Faegre Baker Daniels LLP

Jonathan
R. Zimmerman, Faegre Baker Daniels LLP

Ryan
R. Woessner, Faegre Baker Daniels LLP

CORRESP
1
filename1.htm

Blueprint

February 5,
2019

VIA EDGAR

Mses.
Anne Parker, Heather Clark, Melissa Raminpour and Jean Yu and
Mr. John Dana Brown

   United
States Securities and Exchange Commission

   Division
of Corporation Finance

Office
of Transportation and Leisure

100 F
Street, NE

Washington, D.C.
20549

Re:
Super League Gaming, Inc.

Registration
Statement on Form S-1

Filed
January 4, 2019

File
No. 333-229144

Ladies
and Gentlemen:

This
letter is submitted on behalf of Super League Gaming, Inc. (the
“Company”) in
response to the comments from the staff of the Division of
Corporation Finance and the Office of Transportation and Leisure
(the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in a letter to the
Company dated February 5, 2019 with respect to the Registration
Statement on Form S-1 filed with the Commission on January 4, 2019
(the “Registration
Statement”). In connection with this letter responding
to the Staff’s comments, the Company is submitting Amendment
No. 1 to the Registration Statement (the “Amendment”), which will include
corresponding changes in response to the Staff’s
comments.

In this
letter, each of the Staff’s comments is indicated in italics,
followed by the Company’s responses thereto. Page number
references in the responses below are to the page numbers of the
Amendment. Capitalized terms used but not defined in this letter
have the meanings ascribed thereto in the Amendment.

Our Business, page 54

1.

We note your response to prior comment 3 from
our letter dated November 11, 2018. Please expand to clarify that
the chart titled “Twitch & YouTube Gaming have a larger
audience than many entertainment platforms” reports annual
audience figures as of the end of 2016 for each
platform.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that the note immediately following the “Twitch &
YouTube Gaming have a larger audience than many entertainment
platforms” chart on page 57 of the Amendment now discloses
that the amounts reported for each platform represent annual
audience figures as of the end of 2016.

Executive Compensation, page 85

2.

Please revise to include executive compensation disclosure for the
fiscal year ended December 31, 2018.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that executive compensation disclosure for the fiscal year
ended December 31, 2018 is included in the Amendment.

Exhibits

3.

We note that you have submitted an application for confidential
treatment relating to exhibits 10.7 through 10.9 that is currently
pending. Please be advised that we will not be in a position to
accelerate the effectiveness of your registration statement until
we have completed processing your confidential treatment
request.

Response: The Company respectfully
acknowledges the Staff’s comment with respect to the pending
confidential treatment requests.

We hope
that the foregoing has been responsive to the Staff’s
comments. If you have any questions or would like further
information regarding the foregoing, please do not hesitate to
contact me at (619) 272-7063.

Sincerely,

/s/ Jessica R. Sudweeks

Jessica
R. Sudweeks

Partner

Disclosure Law
Group,

a
Professional Corporation

cc:
Ms. Ann Hand

Chief
Executive Officer

Super
League Gaming, Inc.

Mr.
Daniel R. Rumsey

Managing
Partner

Disclosure Law
Group,

a
Professional Corporation

Messrs.
Jonathan R. Zimmerman, Ben A. Stacke and Ryan R.
Woessner

Faegre
Baker Daniels LLP

February 5, 2019
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, CA 90404
Re:Super League Gaming, Inc.
Registration Statement on Form S-1
Filed January 4, 2019
File No. 333-229144
Dear Ms. Hand:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed January 4, 2019
Our Business, page 54
1.We note your response to prior comment 3 from our letter dated November 11, 2018.
Please expand to clarify that the chart titled “Twitch & YouTube Gaming have a larger
audience than many entertainment platforms” reports annual audience figures as of the
end of 2016 for each platform.
Executive Compensation, page 85
2.Please revise to include executive compensation disclosure for the fiscal year ended
December 31, 2018.

 FirstName LastNameAnn Hand
 Comapany NameSuper League Gaming, Inc.
 February 5, 2019 Page 2
 FirstName LastName
Ann Hand
Super League Gaming, Inc.
February 5, 2019
Page 2
Exhibits
3.We note that you have submitted an application for confidential treatment relating to
exhibits 10.7 through 10.9 that is currently pending. Please be advised that we will not be
in a position to accelerate the effectiveness of your registration statement until we have
completed processing your confidential treatment request.
            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.
            You may contact Heather Clark at 202-551-3624 or Melissa Raminpour, Accounting
Branch Chief, at 202-551-3379 if you have questions regarding comments on the financial
statements and related matters.  Please contact John Dana Brown at 202-551-3859 or Anne
Parker, Assistant Director, at 202-551-3611 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

November 8, 2018
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, CA 90404
Re:Super League Gaming, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 26, 2018
CIK No. 0001621672
Dear Ms. Hand:
            We have reviewed your amended 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.
Amended Draft Registration Statement Submitted on October 26, 2018
Risk Factors, page 9
1.We note your response to our prior comment 15.  In an appropriate place in your
prospectus please disclose the fact that you do not currently have formal agreements
with Supercell and Epic Games relating to Clash Royale and Fortnite events.  In addition
please add a risk factor discussing risks attendant to you not having such licenses.

 FirstName LastNameAnn Hand
 Comapany NameSuper League Gaming, Inc.
 November 8, 2018 Page 2
 FirstName LastName
Ann Hand
Super League Gaming, Inc.
November 8, 2018
Page 2
Our Business, page 54
2.We note your response to our prior comment 8.  Please revise on page 58 to clarify how
an increase of $869 million resulting in a valuation of $137.9 billion represents a year
over year increase of 13.3%.  It appears that an $869 million increase would be an
increase of less than 1%.
3.We note your response to our prior comment 8.  For the non-subscriber data shown in the
first two bar charts on page 59, please disclose the time period for which audience data are
calculated.  For example, if unique monthly viewers is shown please so state.  We also
note from several sources that Twitch reports unique monthly viewers of approximately
140 million viewers.  Explain why you show a higher number.  Finally, discuss
the reasons why the size of the esports audience is smaller than the Youtube Gaming and
Twitch audiences so that investors can better understand the differences.
4.We note your response to our prior comment 10.  Please disclose that, as stated in your
response, you are currently unable to accurately calculate the estimated increase in
revenue associated with the monthly average users and/or players of new game titles as
shown on page 61.
            You may contact Heather Clark at 202-551-3624 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Dana Brown at 202-551-3859 or Anne Parker, Assistant Director, at 202-551-3611
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

October 10, 2018
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, CA 90404
Re:Super League Gaming, Inc.
Draft Registration Statement on Form S-1
Submitted September 14, 2018
CIK No. 0001621672
Dear Ms. Hand:
            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 Submitted September 14, 2018
Prospectus Summary, page 1
1.Please define the terms "Application Program Interface," "hyper-local level," "lifestyle
gaming," "content capture," and "local area network center" when first used.  In addition
disclose how you calculate "customer acquisition cost" and "accretive life time value."
Similarly, with respect to your statement that “According to the Electronic Software
Association, the avid gamer sees gameplay as central to their social life with 55% playing
video games to connect with friends and 46% to spend time with family members,” please
define what constitutes an “avid gamer” to which these statistics pertain.

 FirstName LastNameAnn Hand
 Comapany NameSuper League Gaming, Inc.
 October 10, 2018 Page 2
 FirstName LastNameAnn Hand
Super League Gaming, Inc.
October 10, 2018
Page 2
Risk Factors, page 9
2.Please revise your first risk factor to also discuss your accumulated deficit and your
auditor's going concern opinion.
We may experience outages and disruptions of our infrastructure, page 15
3.Please briefly describe the system redundancies you have implemented so that investors
can better understand the risk you face.
Our business is subject to regulation, and changes in applicable regulations may negatively
impact our business., page 16
4.We note the statement that your "skill-based competitions in the future could become
subject to evolving rules and regulations."  If you have a particular area of regulation in
mind, please further describe this risk.  For example, if this relates to your players winning
prizes and there is a risk that gambling regulations, or changes thereto, could apply please
so state.
We are an emerging growth company and may take advantage of certain reduced reporting
requirements., page 24
5.According to the risk factor at the top of this page, you have elected to "opt out" of the
extended transition period for complying with any new or revised financial accounting
standards pursuant to the JOBS Act.  However, this appears to contradict disclosures
included elsewhere in the filing such as the cover page and on pages 52-23 as well as the
notes to the financial statements.  Please revise to fix the inconsistencies and affirm to us
whether you have elected to take advantage or have opted out of the extended transition
period provision of the JOBS Act.
Components of Results of Operations
Brand and Media Partnerships, page 41
6.Please further describe how brand and media partnerships "leverag[e] broadcast, social
and customer loyalty programs which... drives more gamers and viewers to [y]our amateur
esports gaming content and technology platform."  If sponsors are promoting you outside
of your events and platform, please explain how this is done, to what extent, and whether
your partners are contractually obligated to do so.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources, page 48
7.It appears from the statement "we expect to incur substantial expenditures in the
foreseeable future for the development of our esports brand, community and technology
platform," that such matters may require material capital outlays.  In describing these

 FirstName LastNameAnn Hand
 Comapany NameSuper League Gaming, Inc.
 October 10, 2018 Page 3
 FirstName LastNameAnn Hand
Super League Gaming, Inc.
October 10, 2018
Page 3
trends disclose the estimated amounts of capital that will be required, to the extent known.
Our Business, page 54
8.Please revise the text accompanying the bar charts on page 59 to explain exactly what the
Y axis in each chart represents, how it is calculated, and whether there are differences in
the calculations from different sources or for different services represented.
9.If the chart on page 60 is denominated in thousands, please revise to state.  In addition, in
the accompanying text please reconcile the revenue amount shown for 2018 with the
statement on pages 2 and 58 that according to NewZoo "the global gaming market will
reach approximately $137.9 billion by the end of 2018."
10.Please discuss how the statistics found in the chart on page 61 translate into revenues.  For
example, explain how many of the 100 million monthly average users/ players for League
of Legends would pay for being a user or player, and provide an estimate of the revenues
derived from these 100 million monthly average users/ players.
11.Please disclose the estimated additional capital you will need, if any, to reach the 2018
estimated KPIs on page 69.  In addition, disclose your year-to-date 2018 KPIs so that
investors can see what work remains to be done.
Management
Role of Board in Risk Oversight Process, page 79
12.Please discuss what role the board has in managing cybersecurity risk.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS,
page 91
13.Please identify the natural persons with voting and dispositive power over the shares held
by Pu Luo Chung VC Private Limited.
Exhibits
14.We note the forum selection provision in Article VIII of your bylaws.  Please include a
risk factor to discuss the effects of such a provision, including the possibility that the
exclusive forum provision may discourage stockholder lawsuits, or limit stockholders’
ability to bring a claim in a judicial forum that they find favorable for disputes with the
company and its officers and directors.
15.We note the importance of game publisher agreements to your business, as discussed on
page 70.  Please file your agreements with Epic Games and Supercell, or tell us why you
are not substantially dependent on these agreements pursuant to Item 601(b)(10).

 FirstName LastNameAnn Hand
 Comapany NameSuper League Gaming, Inc.
 October 10, 2018 Page 4
 FirstName LastName
Ann Hand
Super League Gaming, Inc.
October 10, 2018
Page 4

            You may contact Heather Clark at 202-551-3624 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact
John Dana Brown at 202-551-3859 or Anne Parker, Assistant Director, at 202-551-3611 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure