United States securities and exchange commission logo
October 14, 2020
Chuck Pettid
President and Director
Fig Publishing, Inc.
335 Madison Avenue, Floor 16
New York, NY 10017
Re: Fig Publishing,
Inc.
Amendment No. 1 to
Offering Statement
on Form 1-A
Filed September 30,
2020
File No. 024-11304
Dear Mr. Pettid:
We have reviewed your amended offering 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 offering 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 offering statement and the
information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 23, 2020 letter.
Amendment No.1 to Offering Statement on Form 1-A
Summary
Current Developer - Digital Eclipse, page 3
1. Please clarify the
disclosure you provided in response to prior comment 1. In this regard,
it appears you may be
asserting that Digital Eclipse can save money by using Fig Funds to
fund game development
because it can choose not to seek intellectual property protection
for the games it
develops. However, it appears that Digital Eclipse will continue to obtain
intellectual property
licenses to the older games it will be redeveloping as it has done in
the past. In addition,
it is not clear if Digital Eclipse will be able to obtain intellectual
property rights for the
redeveloped games. Please revise your disclosure to clarify
Chuck Pettid
Fig Publishing, Inc.
October 14, 2020
Page 2
the basis for your assertion that funding games with Fig will ensure
Digital Eclipse will
retain a greater percentage of profits.
Notes to Semiannual Consolidated Financial Statements
Note 11 Subsequent Events, page F-17
2. Please revise to update the subsequent events disclosures pursuant to
ASC 855-10-50-1
and 50-2. Tell us what consideration you gave to disclosing this
Regulation A offering of
FGS DE shares. You should address the expected balance sheet
classification of such
shares considering that any proceeds from the offering that are not
deployed to the
Developer for Licensed Games will be returned. In this regard, refer
to ASC 480-10-S99-
3A.
Exhibits
3. With regard to the Digital Eclipse presentation you filed as Exhibit
13.1, please confirm
your understanding that testing the waters materials may be used
before qualification of
the offering statement, provided that all solicitation materials are
preceded or
accompanied by a preliminary offering circular or contain a notice
informing potential
investors where and how the most current preliminary offering circular
can be
obtained. In this regard, we note that your testing the waters
materials do not include the
information required by Securities Act Rule 255(b)(4). Furthermore, we
note the slide in
the presentation indicating that Digital Eclipse will receive 75% of
revenue with its own
funding. However, this does not appear to take into account Fig's
service fee or
Fig's revenue share of the games funded by Fig. Lastly, we note the
slide setting forth
five year revenue projections. Please state the basis for these
statements given that Fig
funds will be provided on a game by game basis and not all at once and
it will take time to
identify games, obtain intellectual property licenses and develop the
games. Include your
assumptions and the risks relating to your assumptions.
General
FirstName LastNameChuck Pettid
Comapany
4. NameFig
Please file the Publishing, Inc. with Prime Trust, LLC as an exhibit.
Refer to Item 17 of
escrow agreement
OctoberForm 1-A. Page 2
14, 2020
FirstName LastName
Chuck Pettid
FirstName LastNameChuck Pettid
Fig Publishing, Inc.
Comapany
October 14,NameFig
2020 Publishing, Inc.
October
Page 3 14, 2020 Page 3
FirstName LastName
You may contact Melissa Walsh, Staff Accountant, at 202-551-3224 or
Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Kathleen Krebs,
Special Counsel, at 202-551-3350 or Jan Woo, Legal Branch Chief, at
202-551-3453 with any
other questions.
Sincerely,
Division of Corporation
Finance
Office of Technology