United States securities and exchange commission logo
August 3, 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. 3 to
Draft Registration Statement on Form S-1
Submitted July 15,
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.
Amendment No. 3 to Draft Registration Statement on Form S-1
Risk Factors
Whether a particular non-fungible token (NFT) or other digital or
crypto asset is a security"...,
page 20
1. We note the statements
in the risk factor on page 20 that the legal test for determining
whether a particular
crypto asset is a security evolves over time and that the SEC s
views in this area have
evolved over time and it is difficult to predict the direction or
timing of any
continuing evolution. Please remove these statements as the legal tests are
well-established by
U.S. Supreme Court case law and the Commission and staff have
issued reports, orders,
and statements that provide guidance on when a crypto asset may
be a security for
purposes of the U.S. federal securities laws.
Vadim Mats
FirstName LastNameVadim
The NFT Gaming Company,Mats
Inc.
Comapany
August NameThe NFT Gaming Company, Inc.
3, 2022
August
Page 2 3, 2022 Page 2
FirstName LastName
General
2. We note your response to comment 1, 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 Matt Derby, Staff Attorney, at 202-551-3334 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Richard Friedman