United States securities and exchange commission logo
July 28, 2021
Chuck Pettid
President and Director
Fig Publishing, Inc.
335 Madison Avenue, Floor 16
New York, NY
10017
Re: Fig Publishing,
Inc.
Amendment No. 2 to
Offering Statement
on Form 1-A
Filed July 6, 2021
File No. 024-11496
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 June
30, 2021 letter.
Amendment No. 3 to Offering Statement on Form 1-A
General
1. In light of the fact
that investors are purchasing FPS - Series 2021 shares before Fig s
management will decide
which Portfolio Products to publish, before the company
enters into any
Portfolio License Agreements, and with the representation the company
will return to
investors any escrowed proceeds not used, please dedicate a subsection or
subsections of the
offering circular to a detailed discussion of the following:
the amount of the
offering proceeds that will be put into the Escrow Account;
the terms of the
Escrow Account, including under what circumstances the company is
Chuck Pettid
Fig Publishing, Inc.
July 28, 2021
Page 2
permitted to withdraw funds;
notwithstanding any lack of restrictions on the company
withdrawing funds from the
Escrow Account, under what circumstances the company will
withdraw funds from
the Escrow Account (e.g., only once the company enters into a
Portfolio License
Agreement or under other circumstances);
under what circumstances the company would reimburse the Escrow
Account;
how and when the company will notify investors it has entered
into a Portfolio
License Agreement and the material terms thereof;
how and when the company will disclose to investors how much of
the funds in the
escrow account the company has used and the amount remaining in
the escrow
account; and
when any escrowed funds will be returned and the impact Fig
Transaction Fees and
escrow fees will have on the amount of escrowed funds that will
be returned.
2. We note your response to prior comment 5 and the revised disclosure on
page Series
2021-5. Please continue to clarify how the following uses of the
offering proceeds will be
designated as Fig Funds for a particular Portfolio License Agreement:
outreach to find new games that we would consider publishing,
including payment
for licenses of intellectual property
other general activities and operations
For example, explain how the funds used to find new games would be
designated as Fig
Funds when your outreach efforts do not result in a Portfolio License
Agreement. Disclose
whether and under what circumstances you would reimburse the Escrow
Account for
funds released from the Escrow Account that do not end up being
designated as Fig Funds
for a particular Portfolio License Agreement.
3. In response to prior comment 10, you filed a draft board consent as
Exhibit 2.3 and state
that "Fig has generally relied on offering circulars as evidence of the
rights of holders of
the preferred shares it offers. Fig s Board adopts such offering
circulars as evidence of
such." Please explain why you do not intend to file as an exhibit a
certificate of
designation as you have done with your recent Regulation A offerings of
Fig Gaming
Shares on Form 1-A. In this regard, the board's consent indicates that
it has approved the
Certificate of Designation for the FPS - Series 2021 shares and that the
Certificate of
Designation will be filed with the Secretary of State of the State of
Delaware.
FirstName LastNameChuck Pettid
4. Please revise the introductory paragraph to the subscription agreement
filed as Exhibit 6.4
Comapany
so it NameFig Publishing,
does not suggest that Inc.
the company already has co-publishing and
revenue share
July 28,agreements
2021 Pagefor
2 the FPS - Series 2021 shares.
FirstName LastName
Chuck Pettid
FirstName LastNameChuck Pettid
Fig Publishing, Inc.
Comapany
July NameFig Publishing, Inc.
28, 2021
July 28,
Page 3 2021 Page 3
FirstName LastName
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, at
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
cc: Rich Baumann, Esq.