United States securities and exchange commission logo
April 28, 2021
Chuck Pettid
President and Director
Fig Publishing, Inc.
335 Madison Avenue, Floor 16
New York, NY
10017
Re: Fig Publishing,
Inc.
Offering Statement
on Form 1-A
Filed March 29,
2021
File No. 024-11496
Dear Mr. Pettid:
We have reviewed your 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.
Offering Statement on Form 1-A filed March 29, 2021
Cover Page
1. Since this is the first
time you have offered Fig Portfolio Shares, revise the cover page to:
disclose this is
the first time you have offered Fig Portfolio Shares;
remove disclosure
suggesting that you have offered other series of Fig Portfolio
Shares;
revise the second
paragraph to indicate that you have traditionally offered Fig
Gaming Shares; and
disclose the
material terms of the initial FPS Series 2021 shares.
Chuck Pettid
FirstName LastNameChuck Pettid
Fig Publishing, Inc.
Comapany
April NameFig Publishing, Inc.
28, 2021
April 228, 2021 Page 2
Page
FirstName LastName
The Portfolio Products, the Portfolio Developers and the Shares, page S-13
2. In the disclosure on pages Series 2021-15 through 18, you present
different scenarios
assuming improved deal terms. Please disclose the specific
assumptions underlying the
improved deal terms as well as the actual deal terms being
compared.
3. In the graph on page Series 2021-15, disclose the assumptions for the
specific breakdown
of revenue from different sources related to the sale of various
future products. Also
explain the significance of presenting revenues based upon improved
deal terms + 500
backer minimum.
4. Please clarify whether the "Investor Returns" included in the
Historical Result tables on
pages Series 2021-17 and 2021-18 is the dividend paid to the game
shareholders. That is,
the table should use terminology that is used in the "Illustrative
Revenue Sharing and
Dividend Example" on page Series 2021- 24. In addition, explain what
the * next to the
names of the released games means.
General
5. Highlight that, since the FPS Series 2021 shares are not tradeable
and are subject to
transfer restrictions, the primary economic benefit of the shares is
the opportunity to
receive dividends. Disclose that the FPS Series 2021 shares will
pay dividends based on
the revenue the company receives under a publishing licensing
agreement with yet-to-be
identified developers from sales of particular video games, products
or systems once they
are developed and commercially available. However, since Fig s
management will decide
which products to publish after investors purchase the shares,
investors will not be able to
evaluate the video games, products or systems, their stage of
development, the developers,
the potential for commercial success or the terms of the publishing
license agreement
before investing in the FPS Series 2021 shares. Therefore,
investors will not be able to
assess the likelihood, potential amount or timing of any dividends
that may be paid on the
FPS Series 2021 shares.
6. Disclose that, since there is no minimum amount of FPS Series 2021
shares that must be
purchased, investors will not know the amount of funds that Fig will
have available to
identify, evaluate and enter into publishing license agreements or the
minimum amount of
funds that Fig will be able to contribute to the developer under the
publishing license
agreement.
7. Please clarify when you will return unused funds to investors in the
FPS Series 2021
shares. The first part of the offering circular states that funds will
be returned two years
after the final closing of the offering, but the disclosure in
Schedule Series 2021 indicates
that it will be three years after the final closing.
8. Disclose that, since the company will return any funds not used three
years after the final
closing of the offering, any funds returned may not be received by
investors for longer
than three years. In this regard, you disclose that the offering will
terminate on the earlier
Chuck Pettid
FirstName LastNameChuck Pettid
Fig Publishing, Inc.
Comapany
April NameFig Publishing, Inc.
28, 2021
April 328, 2021 Page 3
Page
FirstName LastName
of 240 days after qualification of the offering or when all the FPS
Series 2021 shares are
sold; however, the company may extend the 240 days one or more times
in its discretion.
Disclose how many times the company may extend the offering and how
you will notify
investors.
9. Disclose that investors will not receive any interest on any funds
that are returned three
years after the final closing of the offering. Disclose the expenses
the company may pay
out of the offering proceeds before or after the proceeds are put into
the escrow account.
Indicate whether the offering proceeds held in the escrow account
would be subject to
creditors claims. File the escrow agreement as an exhibit.
10. Disclose that the games, products and systems that you publish
typically have lengthy
development cycles of one to three years before they are ready to be
sold commercially.
Disclose that, since Fig has up to three years to identify and enter
into publishing license
agreements, the amount of time before investors could receive
dividends could be delayed
by up to an additional three years.
11. Discuss the specific factors you will use to determine that the
proceeds have been
deployed for the previously disclosed purposes. For example,
disclose whether you
must enter into license agreements for 10 video games, products or
systems. Disclose
whether you may use the funds for the company s general operations
and working capital
needs, as you disclose on page 19. Explain how you will determine the
amount of
proceeds to be returned to investors.
12. You disclose that your Board may, in its discretion, cancel the FPS
Series 2021 at any
time. Clarify whether you may cancel the FPS Series 2021 shares in
the three year
period after closing of the offering and, if so, whether you will
return investors funds that
were not used.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Ryan Rohn, Senior Staff Accountant, at 202-551-3739 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,
Chuck Pettid
Fig Publishing, Inc.
April 28, 2021
Page 4
Special Counsel, at 202-551-3350 or Jan Woo, Legal Branch Chief, at
202-551-3453 with any
other questions.
Sincerely,
FirstName LastNameChuck Pettid
Division of Corporation
Finance
Comapany NameFig Publishing, Inc.
Office of Technology
April 28, 2021 Page 4
cc: Rich Baumann, Esq.
FirstName LastName