United States securities and exchange commission logo





                             June 12, 2023

       Daniel Nelson
       Chief Executive Officer
       Signing Day Sports, Inc.
       8355 E Hartford Dr. Suite 100
       Scottsdale, AZ 85255

                                                        Re: Signing Day Sports,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed May 15, 2023
                                                            File No. 333-271951

       Dear Daniel Nelson:

             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.

       Form S-1 filed May 15, 2023

       Prospectus Summary
       Overview, page 1

   1.                                                   Please update your
disclosure to reflect the status of your planned men's and women's
                                                        soccer platform
expansion.
       Dilution, page 42

   2.                                                   Please revise to
include the 13,375 shares of common stock to be issued as vendor shares
                                                        at the completion of
the initial public offering in the Dilution Section. Also, include the
                                                        amount and impact of
the underwriter's registration rights that were    informally    deferred
                                                        in the Dilution section
or advise why this is not required. Refer to Item 506 of Regulation
                                                        S-K.
 Daniel Nelson
Signing Day Sports, Inc.
June 12, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
44

3.       On page 48 you state that 77% decrease in revenue was "due to an
increase in the
         proportion of customers using our technology platform under a free
trial arrangement."
         To provide readers with an understanding of your business, please
expand your MD&A
         discussion to provide statistical data regarding customers that pay
versus customers that
         use your platform under a free trial arrangement. Provide this type of
statistical data for
         all periods presented. We refer to guidance in Item 303 of Regulation
S-K.
Liquidity and Capital Resources, page 50

4.       We note that you do not discuss 8% Unsecured Promissory Notes issued
in March, April,
         and May 2023 in the liquidity section of your MD&A. Please update your
liquidity
         section to discuss all debt instruments entered into up to the date of
the filing.
Liquidity and Capital Resources
Going Concern, page 50

5.       You state in this section that management expects to have the required
funds in order to
         continue to operate as a going concern in the coming year from the
initial public offering.
         However, in the prior section, you state that your current levels of
cash, with or without
         the proceeds from the initial public offering, will be sufficient to
meet your anticipated
         cash needs. Please reconcile your disclosure for consistency.

Payment Terms, page 54

6.       Please disclose how many users pay monthly and annually for your
platform as well as the
         types of paid memberships these users have (i.e., premium, PRO+, group
etc.). Also,
         disclose any known trends or uncertainties pertaining to subscriptions
and renewals that
         have had or that are reasonably likely to have a material favorable or
unfavorable
         impact on net sales, revenues, or income from continuing operations.
Refer to Item
         303(b).
General
FirstName LastNameDaniel Nelson
Comapany
7.         NameSigning
       Please update yourDay   Sports,
                          filing       Inc. interim financial statements for
the three months
                                 to include
       ended
June 12, 2023March
              Page 231, 2023.
FirstName LastName
 Daniel Nelson
FirstName  LastNameDaniel Nelson
Signing Day Sports, Inc.
Comapany
June       NameSigning Day Sports, Inc.
     12, 2023
June 12,
Page 3 2023 Page 3
FirstName LastName
       You may contact Senior Staff Accountant, Inessa Kessman, at 202-551-3371
or
Accounting Branch Chief, Robert Littlepage, at 202-551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact Staff
Attorney, Charli
Gibbs-Tabler, at 202-551-6388 or Staff Attorney, Matthew Crispino, at
202-551-3456 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Louis Bevilacqua