United States securities and exchange commission logo





                              June 8, 2023

       Nick Kahn
       Chief Executive Officer
       New Whale Inc.
       1241 East Main Street
       Stamford, Connecticut 06902

                                                        Re: New Whale Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed May 12, 2023
                                                            File No. 333-271893

       Dear Nick Kahn:

              We have reviewed your 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.

       Registration Statement on Form S-4

       Cover Page

   1.                                                   Please refer to the
information statement/prospectus cover page and letter to stockholders.
                                                        Please revise the cover
page to disclose that New PubCo will be a controlled company.
                                                        Please identify the
controlling stockholder(s), i.e. Endeavor, and disclose the percentage
                                                        of voting power to be
held by such stockholder following the transactions and offering
                                                        and, if true, that this
stockholder will have the ability to determine all matters requiring
                                                        approval by
stockholders.
       Q: What equity stake will WWE stockholders hold in New PubCo and
HoldCo?, page 3

   2.                                                   Please revise this
Question and Answer or add a new Question and Answer to disclose the
                                                        equity stake and voting
power which former public stockholders of WWE will own
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         following the closing of the transactions. In this regard, we note
that the phrase "former
         securityholders of WWE" is used, which includes the ownership of
former insiders of
         WWE. Please include enough information so that public stockholders of
WWE can fully
         understand how the transactions will affect their equity stake and
voting power in New
         PubCo. Lastly, please also revise the chart on page 11 to disclose the
applicable
         percentages. In this regard, we note that Endeavor is expected to own
51% of the voting
         power of New PubCo and 51% of the economic interests in HoldCo and Mr.
McMahon is
         expected to own 17% of the voting power of New PubCo and 17% of the
economic
         interests in HoldCo and 34% of the economic ownership of New PubCo.
Q: Does WWE expect to distribute cash to New PubCo?, page 5

3.       We note references throughout the information statement/prospectus to
the possibility of a
         post-closing dividend to new securityholders of New PubCo Class A
common stock.
         Please revise this Question and Answer to discuss such post-closing
cash dividend. With
         respect to any post-closing cash dividend, please revise to quantify
the amount payable to
         Mr. McMahon versus former public stockholders of WWE.
Services Agreement, page 21

4.       We note that New PubCo will be a controlled company after the
transactions. We also
         note that Endeavor is entitled to certain fees under the Services
Agreement from WWE
         and UFC following the closing. Please revise to quantify the service
fees that will be paid
         to this controlling shareholder.
Risk Factors, page 31

5.       We note that UFC is carrying a significant amount of debt with
variable interest rates.
         Please expand your discussion of interest rates to specifically
identify the impact of rate
         increases on UFC's operations and how UFC's business has been
affected.
Risks Related to New PubCo's Organization and Structure
After the Transactions, including the merger, certain of New PubCo's executive
officers and
directors may have..., page 66

6.       We note your disclosure regarding potential conflicts of interest
arising from certain of
         New PubCo   s executive officers and directors    equity holdings in
Endeavor. Please revise
         your disclosure to identify these individuals.
The Transactions
Background of the Transactions, page 84

7.       Please expand your disclosure regarding the negotiations with Endeavor
to clarify how
         negotiations initially began and by whom they were initiated.
8.       We note your disclosure regarding the potential synergies considered
by the parties to the
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New WhaleLastNameNick  Kahn
             Inc.
Comapany
June 8, 2023NameNew Whale Inc.
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         transactions. Please elaborate on these synergies, including a
description of the synergies,
         a quantification of the synergies to the extent possible, and any
material assumptions
         underlying the synergies.
WWE's Reasons for the Transactions; Recommendation of the WWE Board of
Directors, page
95

9.       We note your disclosure throughout the background of the transactions
emphasizing the
         importance of Mr. McMahon   s delivery of a written consent upon
finalization of the
         transaction structure and agreements, which was delivered on April 2,
2023. We also note
         the resolutions of the WWE Board of Directors recommending that WWE
stockholders
         adopt the transaction agreement. We also note that WWE is not
soliciting votes or proxies
         from its public shareholders, as Mr. McMahon   s written consent
constituted a majority
         approval of the transactions. Please expand your discussion and WWE
Board of
         Directors    decision-making to include how they considered the
interests of the non-
         majority public WWE shareholders, i.e. the absence of a majority of
the minority vote
         condition.
Certain Unaudited Prospective Financial Information, page 101

10.      We note your disclosure on page 103 that in preparing the WWE
management forecasts,
         WWE management made certain assumptions and estimates regarding, among
other
         things, timing and terms of domestic and international media rights
renewals, growth in
         live event attendance and sponsorship revenue, increases in site fees
and other factors
         driving expected revenues, as well as anticipated expenditure on
labor, production-related
         expenses, royalty and license fees, production-related expenses,
selling, general and
         administrative expenses and taxes. However, it does not appear that
you have actually
         disclosed any material assumptions or estimates. Please revise to
disclose all material
         assumptions and estimates which underlie the disclosed projections for
WWE and UFC.
The Business of UFC, page 185

11.      We note your disclosure that UFC generates revenue from four principal
activities: media
         rights and content, live events, sponsorship and consumer products
licensing. To the
         extent possible, please revise to provide quantification regarding
each activity's
         percentage contribution to UFC's overall revenue for the periods
included in the
         registration statement.
Growth Vectors
Sponsorship, page 187

12.      We note your disclosure that    UFC   s fanbase is young, diverse and
has above average
         income, which makes UFC a valued partner for sponsors looking to
access this attractive
         demographic.    Please provide support for your statement regarding
the composition of
         UFC   s fanbase.
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Management Discussion and Analysis of UFC, page 194

13.      Please provide support for your statement that UFC is    the largest
PPV event provider in
         the world.
Results of Operations, page 196

14.      You attribute the changes in revenue over the reporting periods to
multiple sources and
         factors. Please expand your results of operations discussion to
quantify the amount of
         changes contributed by each underlying source and factor that you
identified. Refer to
         Item 303 of Regulation S-K.
15.      Your direct operating costs decreased in 2022 from 2021 despite an
increase in revenue
         during the same period. Please expand your discussion to explain the
inverse relationship
         between the changes in revenue and direct operating costs. Refer to
Item 303 of
         Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information
3. Calculation of Purchase Price and Preliminary Allocation of Estimated Fair
Value of Assets
Acquired and Liabilities Assumed, page 215

16.      Please tell us how you determined that the fair value of the property,
buildings and
         equipment was equal to its carrying amount.
4. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page
216

17.      Refer to adjustment 4(j). Please tell us your calculation of the
$4,865,677 to record the
         pro forma nonredeemable non-controlling interests.
Interests of Affiliates in the Transactions, page 225

18.      We note your disclosure regarding the interests of WWE   s directors
and executive officers
         in the transactions, including your disclosure that the WWE Board
carefully considered
         the interests during the deliberations regarding the merits of the
transactions. Please
         expand your disclosure to specifically state how the interests of the
directors and
         executive officers, including the sales bonuses, were considered by
the WWE Board.
Material United States Federal Income Tax Consequences, page 233

19.      Please provide a tax opinion covering the material federal tax
consequences of the
         transactions to the holders of WWE's securities and revise your
disclosure accordingly to
         tailor it to address the material federal tax consequences of the
transactions to those public
         investors. Please refer to Item 601(b)(8) of Regulation S-K, per Item
21(a) of Form S-4.
         For guidance in preparing the opinion and related disclosure, please
refer to Section III of
         Staff Legal Bulletin No. 19. Additionally, we note the summary of the
tax opinion to be
         delivered by Paul, Weiss, Rifkind, Wharton & Garrison LLP to be filed
as Exhibit 8.1
         does not appear to address the above referenced form requirement to
address the material
 Nick Kahn
New Whale Inc.
June 8, 2023
Page 5
      federal tax consequences of the transaction to the public investors.
Lastly, please also
      revise the section throughout to remove any inappropriate disclaimers or
limitations on
      reliance. Refer to Section III.D.1 of Staff Legal Bulletin No. 19.
General

20.   You refer to the international nature of UFC's business, including
business in Russia.
      Please describe the direct or indirect impact of Russia   s invasion of
Ukraine on your
      business. In addition, please also consider any impact:
          resulting from sanctions, limitations on obtaining relevant
government approvals,
          currency exchange limitations, or export or capital controls,
including the impact of
          any risks that may impede your ability to sell assets located in
Russia, Belarus, or
          Ukraine, including due to sanctions affecting potential purchasers;
          resulting from the reaction of your investors, employees, customers,
and/or other
          stakeholders to any action or inaction arising from or relating to
the invasion,
          including the payment of taxes to the Russian Federation; and
          that may result if Russia or another government nationalizes your
assets or operations
          in Russia, Belarus, or Ukraine.

      If the impact is not material, please explain why.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any other
questions.



                                                           Sincerely,
FirstName LastNameNick Kahn
                                                           Division of
Corporation Finance
Comapany NameNew Whale Inc.
                                                           Office of Trade &
Services
June 8, 2023 Page 5
cc:       Kyle Seifried
FirstName LastName