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United States securities and exchange commission logo
September 30, 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 Mr. Levinsohn:
We have reviewed your September 15, 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
August 19, 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 from your
response to prior comment 1 that management reviews several key
performance indicators
( KPIs ). Please tell us your consideration of providing these
KPIs in your annual and
quarterly reports. We refer you to SEC Interpretive Release No.
33-10751.
Use of Non-GAAP Financial Measures, page 35
2. We continue to evaluate
your response to prior comment 3 and have the following
comment. Please
quantify the expenses in your adjustment representing professional and
Ross Levinsohn
FirstName LastNameRoss
Arena Group Holdings, Inc.Levinsohn
Comapany 30,
September NameArena
2022 Group Holdings, Inc.
September
Page 2 30, 2022 Page 2
FirstName LastName
vendor fees related to (i) the preparation of periodic reports in
order for you to become
current in your reporting obligations ( Delinquent Reporting
Obligations Services ), (ii)
up-list to a national securities exchange, (iii) contemplated and
completed acquisitions,
(iv) public and private offerings of your securities and other
financings, and (v)
stockholder disputes and the implementation of your Rights Agreement.
Item 15. Exhibits, Financial Statement Schedules, page 43
3. We continue to evaluate your response to prior comment 4 and may have
additional
comments.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Subscription Acquisition Costs, page F-20
4. We note your response to prior comment 9. Please explain in greater
detail why you
believe a contract exists with the subscriber at the time the
commission is earned and why
there are enforceable rights and obligations since you determined that
there are not
substantive termination penalties given the subscriber can cancel at
any time without
penalty. Describe your consideration that a contract might not exist
until a magazine
issue has been delivered. Help us better understand why you believe
the provisions do not
apply under ASC 606-10-25-3 to your subscription agreements.
5. We note in your response to prior comment 9 you state A subscriber
can renew a
subscription agreement (or contract), however, such renewal is treated
as a new contract
under the terms and conditions as the time of renewal. In this regard,
the commissions
paid are not commensurate with the initial commissions paid . Please
clarify why you
believe that the commission paid on renewal is not commensurate with
the initial
commission paid. Clarify if the renewal commission is less than that
charged for the
initial contract.
6. Please clarify the type of subscription or revenue (e.g., digital or
print) that related to
the incremental costs of obtaining a contract which are amortized as
revenue is recognized
or over the term of the agreement. Also, indicate whether the
commission will be
reimbursed to you if a subscriber seeks a refund.
7. We note in your response to prior comment 9 you state The nature of
the direct mail cost
incurred relate to the costs incurred to mail the customer a
subscription renewal
agreement, where we use a subcontracted third party . Please clarify
why such costs do
not represent an advertising or solicitation costs. Indicate whether
all customers receiving
this agreement renew their subscription. Such costs appear to be
related to trying to
obtain a contract regardless of whether a contract was obtained.
8. Please clarify how subscription acquisition costs are presented in
your consolidated
statements of operations.
Ross Levinsohn
Arena Group Holdings, Inc.
September 30, 2022
Page 3
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
September 30, 2022 Page 3 Office of Technology
FirstName LastName