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United States securities and exchange commission logo
November 9, 2022
Ross Levinsohn
Chief Executive Officer
Arena Group Holdings, Inc.
200 Vesey Street
24th Floor
New York, New York 10281
Re: Arena Group
Holdings, Inc.
Form 10-K for the
fiscal year ended December 31, 2021
Filed April 1, 2022
File No. 001-12471
Dear Ross Levinsohn:
We have reviewed your October 14, 2022 response to our comment
letter 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 30, 2022 letter.
Form 10-K for the fiscal year ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 31
1. We note in your
response to prior comment 1 of our letter dated August 19, 2022 that you
state "Regarding
subscription renewals, the Company tends to focus on total subscription
revenue rather than the
actual number of subscribers and renewal rates." Please clarify
how management uses the
actual number of subscribers and renewal rates to manage and
assess the performance
of your business. Describe any known trends with respect to the
actual number of
subscribers and renewal rates that have had or are reasonably likely to
have a material effect
on revenue or income from continuing operations.
Ross Levinsohn
Arena Group Holdings, Inc.
November 9, 2022
Page 2
Use of Non-GAAP Financial Measures, page 35
2. In order to help us further evaluate your response to prior comment 2,
please explain how
you are "able to reasonably estimate the cost of a normal year s
compliance with
Exchange Act reporting requirements related to periodic reports".
Describe how you were
able to objectively make these estimates and indicate whether the
adjustments for periodic
filing expenses were in excess of the cost of a normal year's
compliance.
Item 15. Exhibits, Financial Statement Schedules, page 43
3. We continue to evaluate your response to prior comment 3 and may have
additional
comments.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Subscription Acquisition Costs, page F-20
4. Your response to prior comment 5 indicates that you believe that the
commissions paid on
renewal are not commensurate with the initial commissions because the
renewal
commission is less than the amount paid for the initial contract.
Please revise your
disclosure to indicate how the initial commission is attributed to the
amount of
amortization expensed as each magazine is delivered. We refer you ASC
340-40-35-1.
5. Your response to prior comment 7 indicates that you have now concluded
that the direct
mail costs are not capitalizable because if the subscriber did not
enter into the contract
you would still incur the costs of the subcontracted third-party.
Please quantify the
amount of direct mail costs capitalized and amortized for each period
presented. Explain
how you considered the guidance in ASC 250-10-50.
You may contact Morgan Youngwood, Senior Staff Accountant at
202-551-3479 or
Stephen Krikorian, Accounting Branch Chief at 202-551-3488 if you have
questions regarding
comments on the financial statements and related matters.
FirstName LastNameRoss Levinsohn Sincerely,
Comapany NameArena Group Holdings, Inc.
Division of
Corporation Finance
November 9, 2022 Page 2 Office of
Technology
FirstName LastName