United States securities and exchange commission logo
March 27, 2023
Kit Gray
President
Courtside Group, Inc.
335 N. Maple Drive, Suite 127
Beverly Hills, California 90210
Re: Courtside Group,
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed March 13,
2023
File No. 333-269028
Dear Kit Gray:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
January 31, 2023 letter.
Kit Gray
FirstName LastNameKit
Courtside Group, Inc. Gray
Comapany
March NameCourtside Group, Inc.
27, 2023
March2 27, 2023 Page 2
Page
FirstName LastName
Amendment No. 1 to Registration Statement on Form S-1
Summary Unaudited Pro Forma Condensed Consolidated Financial and Operating
Data, page 21
1. We note your revised presentation in response to prior comment 8.
Please address the
following:
Revise to remove the reference to "Pro Forma" in the header to the
Summary
Condensed Consolidated Financial and Operating Data. In this
regard, only some of
the information presented is pro forma. Also, ensure that the
paragraphs before the
tables clearly indicate what information is presented on an
actual versus a pro forma
basis.
It's unclear why you have removed historical comparable financial
information from
these tables. Please revise to include the appropriate historical
comparable statement
of operations and cash flow information as previously provided.
Ensure any restated
periods are appropriately labeled as restated.
Footnote (3) on page 22 still makes reference to the period from
July 1, 2020 to
March 31, 2021 and the period from April 1, 2020 to June 30,
2020. Please revise to
remove these references as pro forma information for those
periods is no longer
presented.
2. We note your additional disclosure in footnote (3) in response to
prior comment 9 and
your disclosure on page 130, which indicates that these shares give no
effect to Mandatory
Redemption that was triggered as of February 15, 2023. Since
redemption of $1 million
of the Bridge Notes has occurred, tell us your basis for excluding the
impact in your pro
forma presentation and share amounts throughout, or revise.
Non-GAAP Financial Measures, page 24
3. We note your revisions in response to prior comment 12. Please revise
to reconcile from
GAAP gross profit to Non-GAAP contribution margin. In this regard,
revise your
reconciliation to be consistent with what was included in the initial
filing, which began
with gross profit and ended with contribution margin. Refer to
Question 102.10(b) of the
Non-GAAP C&DIs. Further, revise the sentence above the table to state
this is the
reconciliation of Contribution Margin to Gross Profit, the most
comparable GAAP
financial measure. Similar revisions should be made on page 86.
Kit Gray
FirstName LastNameKit
Courtside Group, Inc. Gray
Comapany
March NameCourtside Group, Inc.
27, 2023
March3 27, 2023 Page 3
Page
FirstName LastName
Risk Factors
Risks Relating to Our Common Stock and the Securities Market
The trading price of our common stock...may have little or no relationship to
the historical sales
prices of our capital stock in private..., page 64
4. We note your response to prior comment 19 clarifying that other than
the sale of the
Bridge Notes, there have not been any private transactions of the
Company s common
stock in the recent past and that its common stock does not have a
history of trading. We
also note your disclosure that, "there is no recent price history for
our common stock
being sold in private transactions and accordingly, the sale price
history or historical
private sales will not be a factor affecting the current reference
price to be determined by
the Nasdaq Capital Market." Given that your Bridge Notes will
automatically convert to
the Company's common stock, please reconcile this conflicting
information or advise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business Metric, page 85
5. We note your response to prior comment 21 and reissue it. We note your
disclosure that
you review a number of operating and financial metrics to evaluate
your business,
measure your performance, identify trends affecting your business,
formulate business
plans, and make strategic decisions. Tell us your consideration for
disclosing the number
of impressions sold in each period, monthly unique listeners, monthly
average listeners
and/or any other measures used to evaluate your business and measure
performance, in
addition to Number of Podcast Downloads disclosed, that would provide
a better
understanding of the company s results. Refer to SEC Release No.
33-10751.
Liquidity and Capital Resources, page 91
6. We note your disclosure on page F-29 regarding additional interim
financing and when
you believe existing cash resources will not be sufficient to meet
current operating and
liquidity needs. Please revise your disclosures here to incorporate
this information.
PodcastOne is a Leading Podcasting Company, page 99
7. We note your disclosure that you are the most partner friendly
network out there. Please
revise to provide the basis for this statement.
Plan of Distribution, page 142
8. We note your response to prior comments 7 and 32. Please explain the
precise order and
mechanics of the events that will occur to effect the contemplated
transactions.
Kit Gray
FirstName LastNameKit
Courtside Group, Inc. Gray
Comapany
March NameCourtside Group, Inc.
27, 2023
March4 27, 2023 Page 4
Page
FirstName LastName
Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Gross Versus Net Revenue Recognition, page F-9
9. We note your revised disclosure in response to prior comment 35.
Please further revise to
clarify who the agency is in your "agency contracts". Also, you
disclose that revenue is
reported on a gross basis but does not include any revenue sharing
expenses, however,
in the last sentence you stated revenue is gross of revenue sharing
expenses. Please revise
to address this apparent inconsistency. Similar revisions should be
made on page F-31.
Allowance for Doubtful Accounts, page F-11
10. Please revise to remove your reference to "membership" receivables
here and on page F-
33. In this regard, since you indicate in response to prior comment 34
that you do not
have membership revenue, it would appear you would not have membership
receivables.
Condensed Unaudited Interim Financial Statements
Note 15 - Subsequent Events, page F-46
11. Please revise to disclose that as part of the exchange agreement
LiveOne entered into on
February 3, 2023, PodcastOne issued 162,338 shares of common stock to
the Harvest
Funds, as disclosed on page 128.
General
12. We note that in February 2023, LiveOne obtained a valuation report.
Please file the report
as an exhibit. Refer to Item 601(b)(10) of Regulation S-K.
You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 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 Crispino, Staff Attorney at (202)
551-3456 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Sasha Ablovatskiy