United States securities and exchange commission logo
January 18, 2023
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
Registration Statement on Form S-1
Filed January 3,
2022
File No. 333-267879
Dear Vadim Mats:
We have reviewed your amended 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.
Amendment No. 1 to Registration Statement on Form S-1 Filed on January
3, 2023
Risk Factors
Risks Related to Our Business and Industry, page 8
1. In light of the recent
disruption in the crypto asset markets and given that you plan to use
a third-party vendor to
accept and process cryptocurrency payments on your behalf and
that such vendor will
send payments to your custodial wallet, please describe any material
risks related to
safeguarding your crypto assets. Additionally, please describe any material
risks to your business
and financial condition if your or your third-party vendor's policies
and procedures
surrounding the safeguarding of crypto assets, conflicts of interest, or
comingling of assets
are not effective.
Vadim Mats
FirstName LastNameVadim
The NFT Gaming Company,Mats
Inc.
Comapany
January 18,NameThe
2023 NFT Gaming Company, Inc.
January
Page 2 18, 2023 Page 2
FirstName LastName
Capitalization, page 38
2. Tell us why the September 30, 2022 as adjusted accumulated deficit
appears unchanged
from June 30, 2022. Otherwise please revise.
Executive and Director Compensation, page 58
3. Please revise to provide the disclosures required by Item 402 of
Regulation S-K for the
fiscal year ended December 31, 2022. For additional guidance, consider
Question 117.05
of our Regulation S-K Compliance and Disclosure Interpretations.
General
4. We note recent instances of extreme stock price run-ups followed by
rapid price declines
and stock price volatility seemingly unrelated to company performance
following a
number of recent initial public offerings, particularly among
companies with relatively
smaller public floats. Revise to include a separate risk factor
addressing the potential for
rapid and substantial price volatility and any known factors
particular to your offering that
may add to this risk and discuss the risks to investors when investing
in stock where the
price is changing rapidly. Clearly state that such volatility,
including any stock-run up,
may be unrelated to your actual or expected operating performance and
financial
condition or prospects, making it difficult for prospective investors
to assess the rapidly
changing value of your stock.
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 Larry Spirgel, Office Chief, at 202-551-3815 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Richard Friedman