February 9, 2022

 

Kyle Wiley Staff Attorney Joshua Shainess Legal Branch Chief Office of Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street N.E. Washington, DC 20549-3561

 

Re: The Arena Group Holdings, Inc., formerly known as theMaven, Inc., Pre-Effective Amendment No. 3 Registration Statement on Form S-l filed February 9, 2022, File No. 333-262111

 

Dear Messrs. Wiley and Shainess:

 

On behalf of our client, the Arena Group Holdings, Inc., formerly known as theMaven, Inc. (the “Company”), we have set forth below the Company’s response to the comments of the Staff of the Division of Corporation Finance (the “Staff’) of the U.S. Securities and Exchange Commission (the “Commission”) delivered to me by you telephonically on February 8, 2022, with respect to the Company’s Registration Statement referenced above. We thank you in advance for all the efforts the Staff has made to assist the Company with finalizing the Registration Statement in the hope of getting effective on or around 4:00 pm Eastern on February 9, 2022.

 

Please note that effective February 9, 2022, the Company’s name was changed; the contemplated reverse stock split was effected and the Company’s Common Stock began trading on the NYSE American as more fully disclosed in the Pre-Effective Amendment No. 3 (“Registration Statement”). Thus, we have made some conforming changes not previously discussed with you but previously disclosed in the Registration Statement. Further conforming changes are intended to be made in the final Rule 424B prospectus.

 

 

 

Kyle Wiley

February 9, 2022

Page 2

 

In connection with the comment regarding the Company’s PowerPoint updated since the filing of Pre-Effective Amendment No. 2 (the “Investor Presentation”) and in response to your comments, the Investor Presentation is attached as Appendix A to the Registration Statement. Further to your comments regarding consistency of the updated Investor Presentation, the disclosure contained therein conforms in all material respects to the other portions of the Registration Statement. Note further that the following changes have been made to the Appendix and updated accordingly in the Registration Statement (in addition to confirming any variances between the prior correspondence, dated February 7, 2022, the Investor Presentation and the Registration Statement):

 

	●	Slide 2 (reflecting the Company’s name change)
	●	Slide 3 (reflecting the Company’s name change and uplist to the NYSE American)
	●	Slide 5 (two minor text edits)
	●	Slide 13 (changed charts)
	●	Slide 15 (changed charts)
	●	Slide 16 (changed chart)
	●	Slide 19 (changed multiple for The Arena Group to 1.5x)
	●	Slide 20 (changed multiple for The Arena Group to 1.5x)
	●	Slide 21 (changed FD shares, Equity value, Enterprise value and multiple)
	●	Slide 25 (changed chart)
	●	Slide 26 (eliminated chart, dropped last bullet)

 

To further aid the Staff’s review, we have prepared the chart set forth immediately below that reflects the meaningful changes made to the Registration Statement that vary from the PowerPoint to the Investor Presentation. To address the Staff’s concern regarding consistent time periods in the PowerPoint, this necessarily resulted in certain variances. As noted, the primary cause of the variances is the conformity of the reporting period reflected. The remaining variances demonstrate that the Company reflected more conservative information about its performance in the PowerPoint than was actually the case, now reflected in the Investor Presentation.

 

Slide #		Content		Original Disclosure		Amended Disclosure
5		Scale with O&O and Partnerships		83% LTM overall audience growth		71% digital audience growth in 2021
5		Scale with O&O and Partners		71% digital audience growth in 2021		71% digital audience growth in 2021 Q4 YoY
5		Financial Results & Future		44% LTM revenue growth		44% 2021 revenue growth
5, 13		Gross Profit		178%		195%
8		Sports Illustrated Monthly Average Unique Users		+230% December YoY Sports Illustrated Unique User Growth		217% Q4 YoY Sports Illustrated Unique User Growth
8, 25		The Street Digital Subscriber Growth		+35% Q3 2019 vs Q3 2021		-14% Q4 YoY
8, 25		The Street Pageview Growth		+43% Q4 2021 vs Q3 2021		-26% Q4 YoY

 

 

Kyle Wiley

February 9, 2022

Page 3

 

8, 25		The Street Facebook Engagement Growth		+400% YoY		+514% Q4 YoY
8		The Street Monthly Average Unique Users		+54% December 2021 vs. November 2021		-24% Q4 YoY
8		FanNation Pageview Growth		+85% December YoY		+100% Q4 YoY
8		Fadeaway World Revenue Growth		+500% December 2021 v. May 2021		+488% Q4 YoY
8		Fadeaway Pageview Growth		+360% December 2021 v. December 2020		+261% Q4 YoY
9		Revenue Growth		Revenue 37% Q4 YoY		Digital Revenue 46% YoY
9		RPM		39% Q4 YoY		71% YoY
9		Digital Audience Growth since December 2020		83%		Revised metric to 16% growth in Monthly Average Unique Users
9		Sports Vertical Growth in Monthly Average Unique Users		+47M		Revised metric to a percentage 104% YoY
10		Incremental Margin and Digital Revenue Growth Rate		75% incremental margin and 46% digital revenue growth rate		Removed box, Incremental Margin Non-GAAP
13		Quarterly Revenue		Q1’19 thru Q4’21 Chart with Q4’20 vs Q4’21 % growth		Q4’20 vs. Q4’21 $ and % growth
13		Quarterly Digital Revenue		45% growth rate Q4 2020 v. Q4 2021		41% growth rate Q4 2020 v. Q4 2021
13		Quarterly Digital Revenue		$25.9 million digital revenue for Q4 2020		$22.3 million digital revenue for Q4 2020
13		Quarterly Digital Revenue		Q1’19 thru Q4’21 Chart with Q4’20 vs Q4’21 % growth		Q4’20 vs. Q4’21 $ and % growth
14, 20		Incremental Margin		5% incremental margin		Removed, Non-GAAP
15		Consistent Growth Across KPIS		All 4 charts: Q1’20 thru Q4’21 Chart with Q4’20 vs Q4’21 % growth		All 4 charts: Q4’20 vs. Q4’21 $ and % growth
16		Monthly Partner Revenue Trend		Jan’20 through Dec ‘21 Monthly partner revenue		Annual 2020 vs 2021 partner revenue $ and % growth
19, 20		The Arena Group multiple		1.6x		Changed to 1.5x
21		Fully Diluted Shares Outstanding		16,228,352		16,022,083
21		Equity Value		$205,288,653		$202,679,350
21		Enterprise Value		$286,838,782		$281,552,764
25		Case Study: Finance Vertical		Q4’19 through Q4’21 quarterly subscriber data		Changed to Q4’20 vs Q4,21
26		Efficiency		15% yield		Removed bullet point
26		The Spun Monthly Traffic		Jan’21 through Dec’21 monthly chart		Removed chart
27		Sports Illustrated Highest Social Traffic		271% Q4 2021 v. Q3 2021		186% Q4 2021 v. Q4 2020
27		Sports Illustrated National Quarterly Pageviews		359% growth November v. Monthly Average January – October 2021		121% growth Q4 2021 v. Q4 2020

 

 

Kyle Wiley

February 9, 2022

Page 4

 

Finally, other changes suggested by the Staff in our telephone call to various parts of the disclosure can be found in the Explanatory Note on page (i); the Recent Development section beginning on page 2; Key Performance Indicators on page 5; “RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES” – “You should rely only on statements made in this prospectus in determining whether to purchase our shares;” “We may have contingent liability arising out of a possible violation of the Securities Act, in connection with the Original PowerPoint which we furnished as Exhibit 99.2 to our Current Report on Form 8-K, and the Current Report on Form 8-K/A, filed with the Commission on January 31, 2022, and February 1, 2022, respective” on page 17 and page 35.

 

If you have any questions or comments concerning these responses, please do not hesitate to call Company’s counsel, Jeffrey Berg of Baker & Hostetler LLP at (310) 442-8850. We look forward to speaking with you as early as possible on February 9, 2022, so that we may address any concerns or questions that you might have and still meet our goal of going effective on or around 4:00pm Eastern and pricing this transaction tomorrow.

 

Very truly yours,
/s/ Baker & Hostetler LLP
Baker & Hostetler LLP