United States securities and exchange commission logo
July 14, 2023
Daniel Nelson
Chief Executive Officer
Signing Day Sports, Inc.
8355 E Hartford Dr. Suite 100
Scottsdale, AZ 85255
Re: Signing Day Sports,
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed June 30, 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.
Unless we note
otherwise, our references to prior comments are to comments in our June
12, 2023 letter.
Form S-1/A filed June 30, 2023
Results of Operations
Comparison of the Three Months Ended March 31, 2023 and 2022
Revenue, Net, page 46
1. You state that, "Net
revenues decreased approximately $0.03 million, or approximately
39.4%, due to
approximately $52,000 in revenue recognized in the first quarter of 2022
that had been received
and deferred in the fourth quarter of 2021." However, recognizing
deferred revenue does
not explain the underlying reason for a decrease in revenue. Please
expand your disclosure
to explain the underlying reason for the decrease in revenue.
Daniel Nelson
FirstName LastNameDaniel Nelson
Signing Day Sports, Inc.
Comapany
July NameSigning Day Sports, Inc.
14, 2023
July 14,
Page 2 2023 Page 2
FirstName LastName
Cost of Revenues, page 47
2. You state that "Cost of revenue decreased approximately $0.23 million,
or approximately
74.1%, due to a decrease in the number of employees in our internal
sales and marketing
teams." Please expand your disclosure to explain the underlying reason
for the decrease
in sales and marketing employees, and how less employees will help
generate more
revenue in future periods.
Advertising and Marketing, page 47
3. Please describe the underlying reason for the decrease in advertising
and marketing
expense for the period ended March 31, 2023. Refer to Regulation S-K
Item 303.
Comparison of Fiscal Years Ended December 31, 2022 and 2021
Revenues, Net, page 48
4. You state that, "Net revenues for the years ended December 31, 2022
and 2021
was approximately $0.08 million and $0.3 million, respectively. Net
revenues decreased
approximately $0.26 million, or approximately 77.0%, due to an
increase in the proportion
of customers using our technology platform under a former free use
arrangement."
However, this disclosure doesn't explain the underlying reason for the
decrease in
revenue. Disclose the underlying reason for the decrease in revenue.
Disclose if you have
been unable to convert free users to paying customers.
5. We note your response to prior comment #3, and we notice your use of
estimates due to
the unavailability of user records. Please expand your disclosure to
describe the
mechanism by which you estimated this data in the absence of user
records.
Liquidity and Capital Resources
Recent Developments
8% Unsecured Promissory Notes and Warrants Private Placements Subsequent to
March 31,
2023, page 53
6. Your disclosure on page 53 refers to private placements entered in
April 2023 and May
2023 for "8% unsecured promissory notes in the aggregate principal
amount of
$1,100,000. However, on page F-19 you refer to the private
placement entered in April
2023 and May 2023 for "8% unsecured promissory notes in the aggregate
principal
amount of $2,350,000." Please reconcile the inconsistency between the
two disclosures.
Daniel Nelson
FirstName LastNameDaniel Nelson
Signing Day Sports, Inc.
Comapany
July NameSigning Day Sports, Inc.
14, 2023
July 14,
Page 3 2023 Page 3
FirstName LastName
Critical Accounting Policies
Stock Based Compensation, page 59
7. We note you issued stock options in September 2022, March 2023, April
2023, and May
2023. We also note that you now disclose an estimated initial public
offering price of
$4.00 per share. Since you now have an estimated initial public
offering price, please
provide disclosure in your critical accounting policies and estimates
as previously
requested in our comment 14 from our letter dated December 7, 2022.
Specifically, provide an analysis that includes the date and amount of
each stock option
granted along with estimated fair value of the underlying shares of
common stock.
Reconcile and explain the differences between the fair values
determined on each grant
date, including the difference between the most recent grant date fair
value and the
midpoint of your offering range. This reconciliation should describe
significant
intervening events within the company and changes in assumptions with
the valuation
methodologies employed that explain the changes in fair value of your
common stock up
to the filing of the registration statement. Continue to provide
updates to the above
analysis for all equity related transactions through the effectiveness
date of the registration
statement.
You may contact Inessa Kessman, Senior Staff Accountant, at
202-551-3371 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 Charli
Gibbs-Tabler,
Staff Attorney, at 202-551-6388, or Matthew Crispino, Staff Attorney, at
202-551-3456 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Louis Bevilacqua