United States securities and exchange commission logo
March 25, 2021
Matt Lourie
Chief Financial Officer
eSports Technologies, Inc.
720 South 7th Street, 3rd Floor
Las Vegas, NV 89101
Re: ESports
Technologies, Inc.
Registration
Statement on Form S-1
Filed March 9, 2021
File No. 333-254068
Dear Mr. Lourie:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Participation in the sports betting industry, page 10
1. We note your revised
disclosure that you may modify the initial odds provided to you by
UltraPay. Please revise
to explain the process for determining which events will receive
modified odds and how
you determine an acceptable risk profile. In this regard, we note
that your company
appears to be a less experienced oddsmaker than UltraPay. Also,
please tell us how
losses are covered on adjusted odds and if that procedure differs from
losses on UltraPay
odds. Additionally, please note that we are not convinced that the
UltraPay agreement is
not a material agreement given that their betting coverage
determines the events
that you are currently able to offer to your customers and is the
primary source of your
odds. Please file the exhibit with your next amendment.
Matt Lourie
FirstName LastNameMatt
eSports Technologies, Inc. Lourie
Comapany
March NameeSports Technologies, Inc.
25, 2021
March2 25, 2021 Page 2
Page
FirstName LastName
Future Products and Services,, page 36
2. We note your response to prior comment 4. It remains unclear who is
responsible for
creating the new products and services. Specifically, please clarify
whether each product
or service is developed in-house or by third-parties. While we note
disclosure in this
section about "internal betas", your disclosure at page 41 states that
you have only 11
employees and a high percentage of your development work is outsourced
to independent
contractors. Please revise to reconcile and to explain the process for
contracting,
developing and testing new products and services. Also, please
describe the extent to
which you have prior experience introducing new technology and the
specific challenges
related to the proposed development of products and services. Provide
similar disclosure
under Our Intellectual Property and License Agreements, as previously
requested.
3. We note that you have recently launched your cash-out feature. Please
revise to more
fully explain how it operates and to describe the terms of the IP
license related to the cash-
out patents. For clarity, you may wish to provide an example of how
the cash-out feature
can be used by your customers.
General
4. Please revise your disclosure throughout the filing to clarify that
the selling stockholders
will sell at a fixed price or within a bona fide price range until
your shares are listed or
quoted on an established public trading market, and thereafter at
prevailing market prices
or privately negotiated prices. Please disclose the fixed price or
bona fide price range in
the prospectus. Refer to Item 501(b)(3) of Regulation S-K.
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.
Matt Lourie
eSports Technologies, Inc.
March 25, 2021
Page 3
You may contact Suying Li at (202) 551-3335 or Lyn Shenk at (202)
551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222
with any other
questions.
Sincerely,
FirstName LastNameMatt Lourie
Division of
Corporation Finance
Comapany NameeSports Technologies, Inc.
Office of Trade &
Services
March 25, 2021 Page 3
cc: Cavas Pavri
FirstName LastName