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United States securities and exchange commission logo
November 6, 2020
Dmitry Kozko
Chief Executive Officer
Motorsport Gaming US LLC
5972 NE 4th Avenue
Miami, FL 33137
Re: Motorsport Gaming
US LLC
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted October
23, 2020
CIK No. 0001821175
Dear Mr. Kozko:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
October 5, 2020 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Business
Strategic Licenses and Partnerships, page 76
1. Please revise to
briefly summarize the material terms of your license agreement with Epic
Games. Additionally,
revise the descriptions of all of your material license agreements to
disclose the aggregate
amounts you have paid pursuant to these agreements for each
period presented in
your financial statements.
Dmitry Kozko
FirstName
MotorsportLastNameDmitry
Gaming US LLC Kozko
Comapany 6,
November NameMotorsport
2020 Gaming US LLC
November
Page 2 6, 2020 Page 2
FirstName LastName
Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
2. Please clarify how you calculated the net (loss) income attributable
to the non-controlling
interest. In this regard, we note your disclosure on page F-8 that you
have a 53.5%
interest in 704Games Company. Clarify if profits and losses are
allocated to the non-
controlling interest based on its ownership percentage. If not, please
clarify how
allocated, or any other adjustments made to the profit and loss
allocation.
Note 3 - Business Combinations, page F-16
3. Your disclosure indicates that the fair value of the delayed
consideration as of the
acquisition date was $4,999,150. Please clarify the separate fair
values of the 2019
Payment and the In-Kind Consideration that you determined as of the
acquisition date.
Clarify your disclosure to describe the difference between the fair
value of the 2019
Payment determined as of the acquisition date and the $1,660,000 paid
during the year
ended December 31, 2019, and how this difference was accounted for in
your
consolidated financial statements.
4. Your response to prior comment 16 states that the changes in fair
value of the Delayed
Consideration subsequent to the acquisition date have been eliminated
in consolidation.
Tell us how the elimination of the change in fair value was allocated
between the parent
and non-controlling interest. We refer you to ASC 810-10-45-18.
5. Your response to prior comment 16 indicates that the Delayed
Consideration was
eliminated in consolidation on your consolidated balance sheet as of
December 31, 2018.
Please clarify your disclosure to describe your accounting for the
Delayed Consideration
on your consolidated balance sheet. Further, clarify the nature of the
$3,789,770 other
non-current assets you recorded as of the acquisition date and how
these assets are
reflected on your consolidated balance sheet as of December 31, 2018.
Please revise your
disclosure to describe the assets and liabilities recorded in your
consolidated financial
statements as of the acquisition date.
6. Your disclosure indicates that the In-Kind consideration is accounted
for as part of the
business combination and included in the purchase consideration
liability; however, your
disclosure on page F-22 indicates that services associated with the
In-Kind Consideration
are reflected as related party operating expenses on the consolidated
statements of
operations. Please clarify your disclosure to describe your accounting
for these payments
in your consolidated financial statements.
Dmitry Kozko
FirstName
MotorsportLastNameDmitry
Gaming US LLC Kozko
Comapany 6,
November NameMotorsport
2020 Gaming US LLC
November
Page 3 6, 2020 Page 3
FirstName LastName
You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Serge V. Pavluk, Esq.