United States securities and exchange commission logo
April 20, 2023
Kit Gray
President
Courtside Group, Inc.
335 N. Maple Drive, Suite 127
Beverly Hills, California 90210
Re: Courtside Group,
Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed April 7, 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.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1. You disclose that as of
March 31, 2023, you are currently required to redeem up to
$1,000,000 of the
outstanding Bridge Notes, which notice requirement you have received
from the holders, and
up to an additional $1,000,000 of outstanding Bridge Notes, subject
to notice requirement
from the holders. However, on page F-46 you appear to disclose
that as of April 7,
2023, $1,000,000 has been paid. Please revise your disclosures to be
consistent throughout
this prospectus indicating as of the most recent date, the amount
required to be redeemed
and the amount paid.
Kit Gray
FirstName LastNameKit
Courtside Group, Inc. Gray
Comapany
April NameCourtside Group, Inc.
20, 2023
April 220, 2023 Page 2
Page
FirstName LastName
About this Prospectus, page ii
2. You disclose that the information in the prospectus assumes the
conversion of all of the
Bridge Notes into 3,155,224 shares of common stock. Since certain
amounts are required
to be redeemed and have been paid, please revise to disclose the
number of shares into
which the Bridge Notes will be converted only for the portion that has
not been or will not
be redeemed.
Summary Unaudited Condensed Consolidated Financial and Operating Data, page 21
3. Please revise the introduction paragraph to remove references to pro
forma information, as
you no longer include that information here.
Summary Pro Forma Unaudited Condensed Consolidated Financial and Operating
Data, page 22
4. As previously requested, please revise to remove the reference to "Pro
Forma" in the title
as only some of the information presented is pro forma. Also, revise
the first introduction
paragraph to indicate specifically what information is presented on a
historical versus pro
forma basis. Further, revise to label the historical amounts "as
restated" where appropriate.
5. We note you are giving effect to the Bridge Note conversion of
3,155,224 shares. Please
revise to reflect shares to be issued in the conversion of the Bridge
Notes only for the
portion that has not been or will not be redeemed.
Non-GAAP Financial Measures, page 24
6. We note your revised disclosure on page 25. Please further revise the
first sentence above
the second table to state, "The following table sets forth
reconciliation of Gross Profit, the
most comparable GAAP financial measure, to Contribution Margin for the
year ended
March 31, 2022..." Similar revisions should be made on page 87.
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