United States securities and exchange commission logo
June 15, 2022
Vadim Mats
Chief Executive Officer
The NFT Gaming Company, Inc.
101 Eisenhower Parkway, Suite 300
Roseland, NJ 07068
Re: The NFT Gaming
Company, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 16,
2022
CIK No. 0001895618
Dear Mr. Mats:
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 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. Unless we note otherwise, our references to prior comments are
to comments in our
April 27, 2022 letter.
Draft Registration Statement on Form S-1 filed on May 16, 2022
Capitalization, page 36
1. Please update the
Capitalization and Dilution disclosures to reflect the most recent balance
sheet information.
Vadim Mats
FirstName LastNameVadim
The NFT Gaming Company,Mats
Inc.
Comapany
June NameThe NFT Gaming Company, Inc.
15, 2022
June 15,
Page 2 2022 Page 2
FirstName LastName
Business, page 44
2. We note your response to comment 6 and have the following additional
comments:
The revised disclosure indicates that you may hold
cryptocurrencies . Please clarify
whether you intend to hold crypto assets other than Bitcoin and
Ether and, if so,
which ones. For example it appears that you will need to hold MATIC
tokens to
transact on the Polygon network.
We note your disclosure that KYC and AML requirements are
applicable to your
business because the crypto assets you will issue, acquire or hold
are not securities.
Please add risk factor disclosure regarding the implications in
regards to such
requirements if the crypto assets you will issue, acquire or hold
are determined to be
securities. Please also expand your discussion to address your use
of a third-party
payment processor.
3. We note your response to prior comment 8. Please revise your
disclosure to indicate the
anticipated timeline and expenditures for these events.
4. We note your response comment 14 and have the following additional
comments:
Please clarify whether the NFTs will be sold before the platform
is initially launched
with live games in which the NFTs can be used.
Please clarify whether the NFTs could represent something more
than merely digital
gaming items. For example, could the NFTs unlock content, features
or functionality
of games, or provide access to certain games or other content?
Please clarify what you mean by the statement All NFTs will
only be sold for value
in-game on the Platform at a low price point compared to the
current market prices.
In this regard it is not clear the relevance of a market price
for an asset that is
characterized as unique and has not yet been sold.
Please explain in greater detail what you mean by the statement
The initial royalty
fee for all minted NFTs will be set to a fixed rate at the market
standard (i.e.
approximately 5-10%) and the Company will reserve the right to vary
such rate over
time for subsequent NFTs depending on supply and demand factors
and provide
examples illustrating the circumstances under which the royalty fee
would be
changed. In addition, please expand your legal analysis to address
the company s
incentives in regards to resales of NFTs given the royalty fees
(i.e., the interests of
the company appear to be aligned with holders of the NFTs to
increase the value of
the NFTs).
We note the disclosure that the NFTs will be able to be utilized
across the network of
games available on your platform. We also note the disclosure that
you intend to
expand the functionality of your platform through the adoption and
implementation
of new technologies, as well as to implement other features to
expand your market
share, and that revenues generated through the NFTs likely will be
used, at least in
part, to fund such efforts. Please revise your legal analysis to
address the impact of
your efforts to further develop and enhance the platform on the
value of the NFTs.
Vadim Mats
FirstName LastNameVadim
The NFT Gaming Company,Mats
Inc.
Comapany
June NameThe NFT Gaming Company, Inc.
15, 2022
June 15,
Page 3 2022 Page 3
FirstName LastName
Unaudited Condensed Financial Statements March 31, 2022
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-17
5. We note on page 45 several anticipated sources of revenue including
the sale of NFTs to
your gamers which you believe will be the principal source of your
revenue. With respect
to each source of revenue, please provide comprehensive revenue
recognition policy
disclosure including a detailed description of your performance
obligations, the identity of
your customers, and the timing of recognition, and advise us. Please
provide citations to
the supporting accounting literature in your response to us.
6. We note you will accept Bitcoin and Ethereum as a form of payment for
purchases on the
Platform. Please provide comprehensive accounting policy disclosure to
explain how you
intend to account for these payments and advise us. Also disclose how
you intend to
account for any holdings of Bitcoin and Ethereum.
General
7. We note your response to comment 15, as well as your previous related
responses. While
we do not have any further comments at this time regarding your
responses, please
confirm your understanding that our decision not to issue additional
comments should not
be interpreted to mean that we either agree or disagree with your
responses, including any
conclusions you have made, positions you have taken and practices you
have engaged in
or may engage in with respect to this matter, including in regards to
any NFTs or other
crypto assets that you may develop or mint in the future or that you
may support or
facilitate the minting or trading of in the future.
You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352
or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kyle
Wiley, Staff
Attorney, at 202-344-5791 or Matthew Derby, Staff Attorney, at 202-551-3334
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Richard Friedman