SecProbe.io

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 SCWorx Corp.

 100 S Ashley Dr, Suite 600

 Tampa, FL 33602

 April 23, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Cara Wirth, Esq.

 SCWorx Corp.
- 	Registration Statement on Form S-1 (File No. File No. 333-284893)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities
Act of 1933, as amended (the "Act"), SCWorx Corp. . (the "Company") hereby respectfully requests that the Securities
and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced Registration Statement to
become effective on April 25, 2025 at 5:00 p.m. Eastern Time, or as soon thereafter as practicable. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

 In connection with the foregoing, the Company acknowledges that:

 (i) should the Commission or the staff of the Commission (the "Staff"),
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement; and

 (ii) the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 (iii) the
Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 Please orally confirm the effectiveness of our Registration
Statement with our counsel, The Nossiff Law Firm LLP, by calling John G. Nossiff at (978) 604-4229.

 Very truly yours

 SCWorx Corp.

 By: /s/ Timothy Hannibal

 Timothy Hannibal

 Chief Executive Officer

February 21, 2025
Timothy A. Hannibal
President and Chief Executive Officer
SCWorx Corp.
100 S Ashley Dr.
Suite 100
Tampa, FL 33602
Re:SCWorx Corp.
Registration Statement on Form S-1
Filed February 13, 2025
File No. 333-284893
Dear Timothy A. Hannibal:
            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 Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:John Nossif

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SCWORX CORP.

590 MADISON AVE, 21ST FLOOR

NEW YORK, NY 10022

August 3, 2022

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

 Re: SCWorx Corp.

Registration Statement on
Form S-1

File No.           333-266347

Ladies and Gentlemen:

In accordance with Rule 461
promulgated pursuant to the Securities Act of 1933, SCWorx Corp. is hereby requesting that the effective date of the above-referenced
Registration Statement be accelerated so that the same will become effective at 9:30 a.m. on August 5, 2022, or as soon thereafter as
is practicable.

If you have any questions
regarding this request, please contact Brian Bernstein, our legal counsel at (561) 686-3307.

    Very truly yours,

    /s/ Chris Kohler

    Chris Kohler

    Chief Financial Officer

cc:

Brian S. Bernstein, Esq.

United States securities and exchange commission logo
August 2, 2022
Timothy Hannibal
President and Chief Executive Officer
SCWorx Corp.
590 Madison Ave, 21st Floor
New York, NY 10022
Re:SCWorx Corp.
Registration Statement on Form S-1
Filed July 27, 2022
File No. 333-266347
Dear Mr. Hannibal:
            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 Brian Fetterolf at 202-551-6613 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Brian Bernstein

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Alliance MMA, Inc.

590 Madison Avenue, 21st Floor

New York, NY 10022

November 28, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Attention: Justin Dobbie

 Legal Branch Chief

 Re: Alliance MMA, Inc.

 Registration Statement on Form S-3
(File No. 333-221295)

Dear Mr. Dobbie:

Pursuant to Rule 461
of the Securities Act of 1933, as amended (the “Act”), Alliance MMA, Inc. (the “Company”) hereby respectfully
requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement to become effective on Friday, December 1, 2017 at 10:00 a.m., eastern standard time, or as soon thereafter
as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the
Act.

In connection with the foregoing, the Company
acknowledges that:

(i)       should
the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)      the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(iii)     the
Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Please telephonically
confirm the effectiveness of the Registration Statement with our counsel, Mazzeo Song P.C., by calling Robert L. Mazzeo at (212)
599-0700.

Very truly yours,

Alliance MMA, Inc.

By: /s/ Paul K. Danner, III

Paul K. Danner, III

Chief Executive Officer

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November 21, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Attention: Justin Dobbie

Legal
Branch Chief

 Re: Alliance MMA, Inc.

Registration
Statement on Form S-3

Filed
November 2, 2017

File
No. 333-221295

Dear Mr. Dobbie:

We are responding below, on behalf of Alliance
MMA, Inc. (the “Company”), to the staff’s comments on the above-referenced Registration Statement. In addition,
the Company is submitting for filing, via the Commission’s EDGAR system, Amendment No. 1 to the Registration Statement, which
contains the revisions noted below as well as other clarifying or supplemental changes.

The headings and paragraph numbers below
correspond to the headings and paragraph numbers used in the comment letter and, for ease of reference, the staff’s comments
appear in bold italicized text.

General

1.            Please
revise the base prospectus to provide a full description of the warrants, rights and units. Refer to Item 9 of Form S-3 and Item
202 of Regulation S-K.

The Company has revised the base
prospectus to provide a full description of the warrants, rights and units as required by Item 9 of Form S-3 and Item 202 of
Regulation S-K.

Securities and Exchange Commission

November 21, 2017

Page 2

Prospectus
Cover Page

2.            Please
provide your analysis as to how you satisfy the transaction requirements for use of Form S-3 for this primary offering of common
stock, preferred stock, warrants, rights and units. To the extent that you are relying on Instruction I.B.6 to Form S-3, please
include the information called for by Instruction 7 to Instruction I.B.6 on the prospectus cover page.

The aggregate market value of the Company’s common
stock held by non-affiliates is less than $75 million; as a result, the Company is relying on Instruction I.B.6 to Form S-3
to satisfy the transaction requirements for the use of Form S-3 for the primary offering of the securities covered by the
registration statement. The Company satisfies the transaction requirements described in Instruction I.B.6 in that (i) the
Company meets the general eligibility conditions for the use of Form S-3, (ii) the Company has not previously sold any
securities pursuant to Instruction I.B.6, (iii) the Company is not and has never been a shell company, and (iv) the
Company’s common stock is listed and registered on a national securities exchange, the Nasdaq Capital Market. The
Company has included on the cover page of the prospectus the information called for by Instruction 7 to Instruction
I.B.6.

**********

The Company appreciate the staff’s
attention to the review of the Registration Statement. Please feel free to contact me at (212) 599-0700 with any questions or comments.

    Sincerely,

    MAZZEO SONG P.C.

    By:
    /s/ Robert L. Mazzeo

    Robert L. Mazzeo

 cc: Paul K. Danner, III

Chief
Executive Officer

Mail Stop 3561
November 20, 2017

Paul K. Danner, III
Chief Executive Officer
Alliance MMA, Inc.
590 Madison Avenue, 21st Floor
New York, NY 10022

Re: Alliance MMA, Inc.
  Registration Statement on Form S-3
Filed  November 2, 2017
  File No.  333-221295

Dear Mr. Danner:

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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, w e may have  additional comments.

General

1. Please revise the base prospectus to provide a full description of the warrants, rights and
units.  Refer to Item 9 of Form S -3 and Item 202 of Regulation S -K.

Prospectus Cover Page

2. Please provide your analysis  as to how you satisfy the transaction requirements for use of
Form S -3 for this primary offering of common stock, preferred stock, warrants, rights and
units. To the extent that you are relying on Instruction I.B.6  to Form S -3, please include
the informat ion called for by Instruction 7 to Instruction I.B.6  on the prospectus cover
page .

Paul K. Danner, III
Alliance MMA, Inc.
 November 20, 2017
 Page 2

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

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Julie Griffith  at 202-551-3267  or me at 202-551-3469  with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

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Alliance MMA, Inc.

590 Madison Avenue, 21st Floor

New York, NY 10022

September 1, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Laura Nicholson, Special Counsel

 Re: Alliance MMA, Inc.

Registration
Statement on Form S-1 (File No. 333-213166)

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended (the “Act”), Alliance MMA, Inc. (the “Company”) hereby respectfully
requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement to become effective on September 2, 2016 at 2:00 p.m. Eastern Time, or as soon thereafter as practicable.
In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

In connection with the foregoing, the Company acknowledges that:

(i)           should the Commission
or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)           the action
of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(iii)           the Company
may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

Please orally confirm the effectiveness
of our Registration Statement with our counsel Mazzeo Song P.C. by calling Robert L. Mazzeo at (212) 599-0700.

Very truly yours

Alliance MMA, Inc.

By: /s/ Paul K. Danner, III

Paul K. Danner, III

Chief Executive Officer

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Network 1 Financial Securities, Inc.

The Galleria, Building 2

2 Bridge Avenue

Red Bank, NJ 07701

September 1, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Laura Nicholson, Special Counsel

 Re: Alliance MMA, Inc.

Registration Statement on Form S-1 (File
No. 333-213166)

Ladies and Gentlemen:

Pursuant to Rule 460
of the General Rules and Regulations of the Securities Act of 1933, as amended (the “Act”), Network 1 Financial Securities,
Inc. (the “Selling Agent”) wishes to advise you that in connection with the above-referenced Registration Statement
no copies of any Preliminary Prospectus were distributed to any person.

In accordance with
Rule 461 of the Act, we hereby join in the request of Alliance MMA, Inc. to accelerate effectiveness of the above-referenced Registration
Statement to September 2, 2016 at 2:00 p.m. Eastern Time, or as soon as practicable thereafter.

Very truly yours

Network 1 Financial Securities, Inc.

By:  /s/ Damon D. Testaverde

Name: Damon D. Testaverde

Title:   Managing Director

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August 30, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:
Laura Nicholson, Special Counsel

    Re:

        Alliance MMA, Inc.

        Registration Statement on Form S-1

        Filed August 16, 2016

        File No. 333-213166

Dear Ms. Nicholson:

We are responding below, on behalf of Alliance
MMA, Inc. (the “Company”), to the staff’s comments on the above-referenced Registration Statement.
In addition, the Company is submitting for filing, via the Commission’s EDGAR system, Amendment No. 1 to the Registration
Statement, which contains the revisions noted below as well as other clarifying or supplemental changes.

The headings and paragraph numbers below
correspond to the headings and paragraph numbers used in the comment letter and, for ease of reference, the staff’s comments
appear in bold italicized text.

Prospectus Cover Page

 1. Please revise to disclose the date the offering
will end. See Item 501(b)(8)(iii) of Regulation S-K.

The Company has revised the Registration
Statement to disclose the date the offering will end.

 2. We note your revised disclosure that you anticipate
that trading of your common stock on the Nasdaq Capital Market will commence on the business day following “the completion
of this offering,” subject to final listing approval from Nasdaq. Please revise to clarify whether “completion of
this offering” refers to completion of the initial closing in the event you sell the minimum number of shares.

The Company has revised the Registration
Statement to indicate that “completion of this offering” will be deemed to occur upon the first closing held after
the Company has sold the minimum number of shares.

Securities and Exchange Commission

August 30, 2016

Page 2

Management, page 52

 3. We note your disclosure that Messrs. Gracie,
Shefts, Tracy and Watson will become directors upon the completion of the offering. Please file consents for Messrs. Gracie, Shefts,
Tracy and Watson. Refer to Rule 438 under the Securities Act of 1933.

The Company is filing consents for Messrs.
Gracie, Shefts, Tracy and Watson with Amendment No. 1.

Principal Stockholders, page 64

 4. We note the June 30, 2016 reference dates. Please
revise to provide the required information as of the most recent practicable date. Refer to Item 403 of Regulation S-K.

The Company has revised the Registration
Statement to provide the required information as of August 29, 2016.

Exhibit 5.1

 5. Please refer to the seventh paragraph and language
that “[t]his opinion is intended solely for use in connection with the issuance and sale of the Shares pursuant to the Registration
Statement and the Prospectus and is not to be relied upon for any other purpose or delivered to or relied upon by any other person
without our prior written consent.” Investors are entitled to rely on the opinion. Refer to Section II.B.3.d of Staff Legal
Bulletin No. 19 dated October 14, 2011. Please have counsel revise to remove any implication that investors are not entitled to
rely on the opinion.

Counsel has revised the opinion to remove
any implication that investors are not entitled to rely on it. The revised opinion is filed with Amendment No. 1.

**********

Please feel free to contact the undersigned
at (212) 599-0700 with any questions or comments.

    Sincerely,

    MAZZEO SONG P.C.

    By: /s/ Robert L. Mazzeo

                 Robert
L. Mazzeo

 cc: Paul K. Danner, III

Chief
Executive Officer

Mail Stop 3 561
        August  25, 201 6

Paul K. Danner, III
Chief Executive Officer
Alliance MMA , Inc.
590 Madison Avenue, 21st Floor
New York, NY 10022

Re: Alliance MMA,  Inc.
Registration Statement on Form S -1
Filed August 16, 2016
File No. 333 -213166

Dear Mr. Danner :

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 a ppropriate, 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.

Prospectus Cover Page

1. Please revise to disclose  the date the offering will end.  See Item 501(b)(8)(iii) of
Regulation S -K.

2. We note your revised disclosure that you anticipate that trading of your common stock on
the Nasdaq Capital Market will commence on the business day following “the completion
of this offering, ” subject to final listing approval from Nasdaq.   Please revise to clarify
whether “completion of this offering” refers to completion of the initial closing  in the
event you sell the minimum number of shares.

Paul K. Danner, III
Alliance MMA , Inc.
August  25, 201 6
Page 2

 Management, page 52

3. We note yo ur disclosure that Messrs. Gracie, Shefts, Tracy and Watson will become
directors upon the completion of the offering.  Please file  consent s for M essrs. Gracie,
Shefts, Tracy and Watson .  Refer to Rule 438 under the Securities Act of 1933.

Principal Stockholders, page 64

4. We note the June 30, 2016 reference dates.  Please revise to provide the required
information as of the most recent practicable date.  Refer to Item 403 of Regulation S -K.

Exhibit 5.1

5. Please refer to the seventh paragraph and language that “[t]his opinion is intended solely
for use in connection with the issuance and sale of the Shares pursuant to the Registration
Statement and the Prospectus and is not to be relied upon for any other purpose or
delivered to or relied upon by a ny other person without our prior written consent.”
Investors are entitled to rely on the opinion.  Refer to Section II.B.3.d of Staff Legal
Bulletin No. 19 dated October 14, 2011.  Please have counsel revise to remove any
implication that investors are n ot entitled to rely on the opinion.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities Act r ules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made .

Notwithstanding our comments, in the event you req uest acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective , it does not foreclose the Commission from taking any act ion with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full resp onsibility for
the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securit ies laws of the United States.

Paul K. Danner, III
Alliance MMA , Inc.
August  25, 201 6
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Theresa Messinese at (202) 551 -3307 or Lyn Shenk , Accounting
Branch Chief,  at (202) 551 -3380  if you have questions regarding comments on the financial
statements and related matters.  Please contact Donald E. Field  at (202) 551 -3680  or me at (202)
551-3584 with any other questions.

Sincerely,

 /s/ Lyn Shenk for

Laura Nicholson
Special Counsel
Office of Trans portation and Leisure

cc:  Robert L. Mazzeo , Esq.

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August 16, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Attention: Laura
Nicholson, Special Counsel

 Re: Alliance MMA, Inc.

Registration
Statement on Form S-1

CIK No.
0001674227

Ladies and Gentlemen:

On behalf of Alliance MMA, Inc. (the “Company”),
we are submitting herewith for filing, via the Commission’s EDGAR System, a Registration Statement on Form S-1 relating
to the registration of common stock of the Company under the Securities Act of 1933, as amended,
and the initial public offering thereof.

Please feel free to contact the undersigned
at (212) 599-0700 with any questions or comments.

    Sincerely,

    MAZZEO SONG P.C.

    By:
    /s/ Robert L. Mazzeo

    Robert L. Mazzeo

 cc: Paul K. Danner, III

Chief
Executive Officer

Mail Stop 3 561
        July 15 , 201 6

Paul K. Danner, III
Chief Executive Officer
Alliance MMA , Inc.
590 Madison Avenue, 21st Floor
New York, NY 10022

Re: Alliance MMA,  Inc.
Amendment No. 1 to
Draft Registration Statement on Form S -1
Submitted June 30, 2016
 CIK No. 00016 74227

Dear Mr. Danner :

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 o n
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
amend ed draft registration statement or filed registration statement,  we may have additional
comments.

General

1. We note your  response to prior comment 35.  Please revise to designate throughout the
filing the companies you have identified as co -predecessors.

Paul K. Danner, III
Alliance MMA , Inc.
July 15 , 201 6
Page 2

 Registration Statement Cover Page

2. Please revise to indicate that the offering is subject to Rule 415 of the Securities Act of
1933 by checking  the applicable box  and revise Part II of the registration statement to
include the undertakings required by Item 512 of Regulation S -K.

Prospectus Cover Page

3. We note your response to prior comment 3 that the c ompany intends to circulate a
preliminary prospectus prior to effectiveness of the company’s registration statement, and
to make a final determination of the public offering price when it submits a request for
acceleration of the effectiveness of the registration statement.   However, we also note that
you have not in cluded a price range on your prospectus cover page.  Refer to Instruction
1 to Item 501(b)(3) of Regulation S -K.  Please tell us whether you have determined that
the offering price will be $4.50, as reflected in the table on the prospectus cover page.  In
that regard, we also note your reference on page 5 to an “ estimated ” initial offering price
of $4.50 per share .

4. We note your disclosure that you have applied to list your common stock on the Nasdaq
Capital Market.  Please advise which market standard the company intends to satisfy .
Additionally, please advise whether you will have a listing approval  at the time of
effectiveness or if your listing approval will  be subject to any conditions.

5. We note your disclosure that trading of your common stock on the Nasdaq Capital
Market is expected to begin within five days after the initial issuance of the common
stock .  Please advise as to why trading in the newly issued shares may not begin until up
to five  days after the date of initial issuance of the common sto ck.

6. We note that you have granted the underwr iter an over -allotment option.  The use of an
overallotment option, however, is not appropriate in an offering being conducted on a
best efforts, minimum -maximum basis (i.e., it is used/appropriate only in offe rings done
on a firm commitment basis , which is not the case here).  Please revise accordingly.

7. We note that you have revised your disclosure regarding the date by which you must sell
the minimum number of shares or otherwise return funds to investors.  P lease revise to
clarify such date.  Refer to Rule 10b -9.

The MMA Industry, page 3

8. We note your disclosure that a ccording to Repucom, the number of MMA fans
worldwide is approximately 300 million, more than that of Major League Baseball’s
worldwide fan ba se.  If you retain this disclosure in your next amendment, please provide
us with  a copy of the Repucom report and revise to clarify  how the number of fans is
measured in this context.

Paul K. Danner, III
Alliance MMA , Inc.
July 15 , 201 6
Page 3

9. We note  your statement that “[i]n terms of social media following, [you] estimate that the
MMA fan activity on Facebook, Twitter and Instagram exceeds the combined results for
MLB, NHL and NASCAR .”  If you retain such disclosure in your next amendment,
please rev ise to provide the basis for such statement  and describe how fan activ ity is
measured in such context .

10. We note the statistics, financial results and other information regarding the Ultimate
Fighting Championship, including your disclosure on page 3 regarding the UFC fan base,
and your disclosure in the paragraph on page 3 beginning “[i] 2013, the UFC’s annu al
revenues were approximately $483 million.”  We also note disclosure in your Business
section on pages 42 and 43 regarding the business and financial results of UFC.  Please
tell us why you have included this information in your prospectus, and why you b elieve
that it is material information for investors.  For each such statement, please also provide
us with a copy of the applicable report that has been highlighted with a corresponding
key to indicate where support for the various statements may be found .

The Offering, page 6

11. We note your revised disclosure that your transfer agent will serve as the escrow agent in
this offering.  Please tell us how such arrangement complies with Exchange Act Rule
15c2-4.

Risk Factors, page 7

12. Please revise to include a risk factor to disclose that your auditors have issued a going
concern opinion on yo ur audi ted financial statements and that certain of the target
companies have a going concern opinion on their audited financial statements.

Exhibit Index, page 70

13. Please refer to the agreements filed as Exhibits 10.8, 10.9 and 10.10.  In each case, we
note tha t the agreement references a termination right if the closing does not occur on or
prior to June 30,  2016.  As such date  has passed , please advise whether the parties have
extended the respective agreements and , if applicable,  file any amendments.   Please also
revise your related prospectus disclosure , if applicable.

Exhibit 10.14

14. Please ensure that the terms of the escrow agreement are consistent with your prospectus
disclosure, and comply with Exchange Act Rules 10b -9 and 15c2 -4.  For example, your
prospectus disclosure indicates that t he gross proceeds of this offering will be deposited
at KeyBank N.A.   However, Section 7 of the escrow agreement filed as Exhibit 10.14
indicates that funds will be held in bank accounts at Transfer Online, Inc .

Paul K. Danner, III
Alliance MMA , Inc.
July 15 , 201 6
Page 4

You may  contact  Theresa Brilliant at (202) 551 -3307 or Lyn Shenk , Accounting Branch
Chief,  at (202) 551 -3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact Donald E. Field  at (202) 551 -3680 or me at (202) 551 -3584
with any other questions.

Sincerely,

 /s/ Laura Nicholson

Laura Nicholson
Special Counsel
Office of Transportation and Leisure

cc:  Robert L. Mazzeo , Esq.

Mail Stop 3 561      June 8, 201 6

Paul K. Danner, III
Chief Executive Officer
Alliance MMA , Inc.
590 Madison Avenue, 21st Floor
New York, NY 10022

Re: Alliance MMA,  Inc.
Draft Registration Statement on Form S -1
Submitted May 12, 2016
 CIK No. 00016 74227

Dear Mr. Danner :

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.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that  you, or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

2. Prior to printing and distribution of the preliminary prospectus , please provide us mock -
ups of any pages that include any additional pictures or graphics to be presented.
Accompany ing captions, if any, should also be provided.  We may have comments after
reviewing the materials.

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 2

 Prospectus Cover Page

3. Please tell us  whether you intend to circulate a preliminary prospectus, and tell us when
you intend to determine the offering price of the common stock.  In that regard, we note
your disclosure that “[i]t is currently estimated that the initial public offering price pe r
share will be $4.50.”

4. We note your disclosure on page s 55, 59 and 62 about a possible underwriter’s over -
allotment option.  If such an  arrangement exists , please indicate that here and disclose  the
amount of additional shares that the underwriter may purchase under the arrangement.
Refer to Item 501( b)(2) of Regulation S -K.

Prospectus Summary, page 1

Our Company, page 1

5. Please revise your filing to distinguish between your historical opera tions and your
planned future operations.  For example, w e note your disclosure that “Alliance has
created a developmental league for professional MMA fighters and a feeder organization
to the Ultimate Fighting Championship” by combining the Target Compani es.  As the
Target Companies have not been combined yet, please revise this statement to reflect that
it is your intention to create a developmental league and feeder organization  as discussed
in other sections of  the prospectus .  As another example, you s tate on page 3 that by
conducting over 65 events annually and sending a number of fighters to elite promotions
such as the UFC and Bellator, you “are able to” guarantee multiple fights to top prospects
and attract high -quality fighters.  Please revise to c larify whether this statement reflects
historical operations or planned future operations.

6. Please disclose which of the Target Companies is ranked in the top 40 of regional MMA
promotions internationally.  Also, disclose who determined the rankings and briefly
discuss how they were determined.

The MMA Industry, page 3

7. Please provide the sources for the data provided in the second paragraph in this section ,
and in the third  paragraph  and the first and last sentence of the fourth paragraph on page
33 in the Business section that begins on page 32 .

Risks Related to Our Business, page 7

8. Please include risk factor disclosure regarding potential liability in the event of accidents
or injuries occurring during your events, or tell us why this does not present a material
risk.

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 3

 Use of Proceeds , page 18

9. We note that you have identified  the use of only a portion of the proceeds from this
offering.  Please state the principal purposes for which the net proceeds are intended to be
used and the approximate amount to be used for each such purpose.  Please also revise to
indicate the order of  priority of the listed purposes and discuss your plans if substantially
less than the maximum proceeds are obtained.  Refer to Item 504 of Regulation S -K.

Notes to Unaudited Pro Forma Condensed Combined Financial Information , page 24

Note 3:  Identifi able Intangible Assets, page 26

10. We note that customer contracts and relationships, select employment arrangements and
non-compete agreements, as well as the intellectual property rights of video libraries
compose the significant majority of intangible ass ets for businesses in your industry.  We
also note disclosure in Note 2 that you have assigned value to the above intangible assets;
however, the table on page 26 designates the total amount allocated to intangible assets as
intellectual property associate d with video libraries.  Please tell us why a portion of the
purchase price has not been allocated to intangible assets separate from goodwill for any
of the above assets in accordance with ASC 805 -20-25-10.

Management’s Discussion and Analysis, page 28

11. Please revise to present the information required by Item 303 of Regulation S -K for
Alliance MMA, Inc. (since inception), for each of the target companies, and then a on a
pro forma basis to discuss the combination of the entities for all periods presented .

Business, page 32

Our Strategy, page 34

12. If material, please disclose the terms of any contract to which any of the Target
Companies is a party.  For example, we note your references in this section to established
television arrangements and multi -fight agreements.

Acquisition of Target Companies’ Businesses, page 36

13. We note your disclosure that the purchase price for each business you are acquiring will
be subject to upward adjustment in the event that such business exceeds certain gross
profit thr esholds agreed upon by you and the related Target Company.  Please disclose
the relevant gross profit thresholds for each business, or tell us why you do not believe
that such information is material.

14. We note your statement that Mr. Schneider has committed to generating at least $100,000

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 4

 in net income from the Cage Tix business in 2016.  Please revise to describe the nature of
this commitment, and whether it is enforceable.

Acquisition of Certain Med ia Fight Libraries, page 38

15. Please disclose what Sherdog is  in this sec tion.

Summary of the Terms of the Acquisition Agreements, page 40

16. We note your disclosure regarding the executive employment agreements that you will
enter into in connection with the acquisitions of the Target Companies.  We also note
your disclosure that you may terminate an executive employment agreement “only for
cause which will include the failure to achieve certain gross profit targets for the regional
promotion that the executive is overseeing.”  However, such disclosure does not appear
to be consistent with the form employment agreements filed with the asset purc hase
agreements. For example, such agreements contemplate amounts payable to the
executives upon termination without cause, and do not appear to contemplate termination
upon failure to achieve gross profit targets.  Please revise or advise.

17. Please file the trademark license agreement referenced in this section.

Facilities, page 42

18. Please disclose the material terms of the lease agreements that you will assume whe n you
acquire the Target Companies  if such leases are material.

Management, page 43

19. We no te your disclosure that Messrs. Gracie, Shefts, Tracy and Watson will be come
directors upon the closing of the offering.  Please file  consent s for M essrs. Gracie, Shefts,
Tracy and Watson .  Refer to Rule 438 under the Securities Act of 1933.

20. Please disclose the term of office for each director and officer and describe briefly any
arrangement or understanding between the director or officer and any other person
(naming such person ) pursuant to which he or she was to be selected as a director or
officer.  Refer to Items 401(a) and 401(b) of Regulation S -K.

21. With respect to Mr. Danner, briefly discuss the specific experience, qualifications,
attributes or  skills that led to the conclusion that he should serve as a director for the
company, in ligh t of the company´s business and structure. Refer to Item 401(e)(1) of
Regulation S -K.

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 5

 Director Independence, page 46

22. We note your disclosure that the Board of Directors has determined that each of your
directors is independent as defined under Nasdaq R ules yet it appears that your CEO is
one of your directors.  Please revise or ad vise.

Compensation of Executive Officers , page 49

23. Please describe the payments due to each of your named executive officers upon
termination of employment without cause.  For example, we note that your employment
agreement with Paul Danner, filed as Exhibit 10.11, provides for such payments.

Principal Stockholders, page 55

24. We note your disclosure that the percentage ownership information in the table is based
on the number o f common stock outstanding as of December 31, 2015.  Please provide
this information as of the most recent practicable date  prior to your next amendment .

Underwriting, page 62

25. We note your disclosure of an underwriter over -allotment option.  If such an  arrangement
exists , please indicate that here  and disclose  the amount of additional shares that the
underwriter may purchase under the arrangement.   Also, present maximum -minimum
information in a separate column to the underwriter compensation table based  on the
purchase of all or none of the sha res subject to the arrangement and d escribe the key
terms of the arrangement in the narrative.   Refer to Instruction 3  to Item 508(e) of
Regulation S -K.

26. Please revise to clarify the minimum bid price to have  your shares of common stock
listed on the Nasdaq Capital Market.  In that regard, you reference a bid price of $4.50
per share in this section, and you reference a bid price of $4.00 per share on page 13.

Part II

Item 14. Indemnification of Directors and Offi cers, page 65

27. We note your statement that the information provided in this section is subject to the
detailed provisions of Section 145 of the DGCL.  It is not appropriate to qualify your
disclosure by reference to information that is not included in the prospectus or filed as an
exhibit to the registration statement.  Please revise accordingly.

Item 15. Recent Sales of Unregistered Securities, page 67

28. We note your disclosure that the company was formed in February 2015 and that there

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 6

 are 5,289,136 shares outstanding yet the only disclosure in this section discusses the
shares of common stock that will be issued in connection with the acquisition of the
Target Companies .  Please revise or advise.

Signatures, page 68

29. There should be  two parts to the  signature page .  The first half must  be executed by an
officer of the registrant on behalf of the registrant.  The second half must  contain  the
signatures of y our principal executive officer, principal financial officer, and principal
accounting officer o r controller in their individual capacities  as well as  at least a majority
of your board of directors .  Please revise the signature page accordingly.  Refer to the
Signatures section of Form S -1.

Exhibits

30. Please file your escrow agreement with Signature Bank.

31. Please file executed versions of Exhibits 10.2 – 10.13 .  We note that Exhibits 10.2 – 10.9
reference schedules but do not contain any schedules with the exception of  Exhibit 10.6 .
If schedules exist for the other exhibits, please re -file the se exhibits with the schedules , or
tell us why you do not believe they are required  to be filed .  Refer to Item 601(b) of
Regulation S -K.

32. Please also file the executive employment agreement entered into with Mr. Haydak as an
exhibit or tell us why you are not required to do so .

Exhibit 10.10

33. We note that certain schedules in this agreement refer to attachments which are not
included.  Please re -file or advise  as to why you do not believe that they are required to
be filed .

Exhibit 10.13

34. We note that there i s a Schedule A referenced in this promissory note but no Schedule A
is attached.  Please re -file or advise .

Financial Statements

35. We note that you consider Alliance MMA, Inc. the acquiring entity in the proposed
acquisitions of the target companies.  Please tell us how you made this determination in
accordance with the guidance in ASC 805 -10-55-13 through 15.

Paul K. Danner, III
Alliance MMA , Inc.
June 8, 201 6
Page 7

 It appears that Bang Time Entertainment, LLC, CFFC Promotions, LLC, and Go Fight
Net, Inc. may be co -predecessors to Alliance MMA, Inc. based on their size relative to
the combination of the target companies.  As co -predecessors, information required in
accordance with Rule 8 -01 of Regulation S -X would be required to be provided in the
Form S -1 and future periodic reports.  Please advise as to your consideration of this
matter.

We note that you have labeled the pro forma financial statements giving effect to the
transactions with the target companies as “combined.”  This label refers to financial
statements of a combined group of commonly controlled entities or commonly managed
entities presented as those of a single economic entity.  Please revise.

Other

36. Please update the f inancial statements and related disclosures to comply with Rule 8 -08
of Regulation S -X.

You may contact  Theresa Messinese at (202) 551 -3307 or Lyn Shenk  at (202) 551 -3380
if you have questions regarding comments on the financial statements and related mat ters.
Please contact Ada D. Sarmento  at (202) 551 -3798 or me at (202) 551-3584 with any other
questions.

Sincerely,

 /s/ Laura Nicholson

Laura Nicholson
Special Counsel
Office of Transportation and Leisure

cc:  Robert L. Mazzeo , Esq.