United States securities and exchange commission logo





                             November 13, 2020

       Ezra Rosensaft
       Chief Executive Officer
       IDW Media Holdings, Inc.
       520 Broad St.
       Newark, NJ 07102

                                                        Re: IDW Media Holdings,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed October 16,
2020
                                                            File No. 333-249511

       Dear Mr. Rosensaft:

              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-1 filed October 16, 2020

       Cover Page

   1.                                                   We note that your stock
is quoted on the OTC Pink tier of the OTC Markets. To sell
                                                        shares at market
prices, we require an established public trading market for those shares,
                                                        and we do not consider
the OTC Pink Marketplace to be such a market for the purposes of
                                                        satisfying 501(b)(3) of
Regulation S-K. Please revise your registration statement to set a
                                                        fixed price for the
shares to be sold by the selling stockholders.
   2.                                                   Please revise your
cover page to include a description of your Class B and Class C
                                                        common stock, including
a description of the voting rights associated with each class.
                                                        Please include similar
disclosure in the Prospectus Summary.
 Ezra Rosensaft
FirstName
IDW MediaLastNameEzra
           Holdings, Inc.Rosensaft
Comapany 13,
November  NameIDW
              2020 Media Holdings, Inc.
November
Page 2    13, 2020 Page 2
FirstName LastName
Our Strategy, page 2

3.       We note that you list numerous streaming services and traditional
networks such as
         Disney+, AppleTV+, Amazon Prime Video, HBO, etc. Please tell us
whether you have
         agreements or other business relationships with the streaming services
and networks
         listed. If not, please tell us why you believe it is appropriate to
list such companies, as
         including this list may suggest to investors that you have agreements
with such
         companies. Please also clearly disclose here, and elsewhere as
appropriate, those
         streaming services and networks with which you currently have
agreements, and file these
         agreements as material contracts or tell us why you do not believe you
are required to do
         so.
Risk Factors, page 4

4.       To the extent material, please revise to include the risks related to
your intellectual
         property and reliance on your Chairman for financing.
5.       We note that you plan to list your common stock on the NYSE American
exchange.
         Please revise your risk factors to disclose whether you intend to
utilize controlled
         company exemptions to governance rules under exchange listing
standards. Please also
         revise to state the risk that your multi-class structure may render
your shares ineligible for
         inclusion in certain stock market indices, and thus adversely affect
share price and
         liquidity.
6.       We note your risk factors regarding your dual-class structure on page
12. Please revise to
         specifically state that the Class C stockholders have the ability to
control matters requiring
         stockholder approval, including the election of directors, amendment
of organizational
         documents and approval of major corporate transactions such as a
change in control,
         merger, consolidation or sale of assets, and disclosure the percent of
voting power that
         will be held by Class C stockholders after completion of the offering.
Please also include
         disclosure that your dual-class structure may have anti-takeover
effects preventing a
         change in control transaction that may otherwise be in your
stockholders    best interest.
IDWP depends on two distributors...
If IDWP fails to maintain positive relationships with its key licensors...,
page 6

7.       To the extent material, please disclose the terms of your agreements
with Diamond Comic
         Distributors and Penguin Random House and file these agreements as
exhibits to the
         registration statement. Please also tell us whether any other license
agreements are
         material to the company. If so, please disclose the terms of such
agreements and file them
         as exhibits to the registration statement.
 Ezra Rosensaft
FirstName
IDW MediaLastNameEzra
           Holdings, Inc.Rosensaft
Comapany 13,
November  NameIDW
              2020 Media Holdings, Inc.
November
Page 3    13, 2020 Page 3
FirstName LastName
Management's Discussion and Analysis
IDWP, page 15

8.       We note your statements that IDWP is "an award-winning publisher" and
has partnered to
         publish "some of the most successful licensed titles." Please provide
support for these
         statements. We also note your statement that IDWP is recognized as the
fourth largest
         publisher by Diamond market share ratings. Please disclose what
Diamond market share
         ratings are, and the particular market in which you were recognized as
the fourth largest,
         and the relevant measure for that determination (ex: revenue, etc).
9.       We note that in light of COVID-19, Diamond Comic Distributors has been
offering
         returns through the end of calendar 2020 and thereafter on a
month-by-month basis, but
         your disclosure on pages 15 and 34 states that distribution to comic
stores by Diamond
         Comic Distributors is on a non-returnable basis. Please revise your
disclosure in this
         section to reconcile these statements.
Executive Compensation
Summary Compensation Table, page 45

10.      We note your disclosure in the Summary Compensation Table and the
related narrative
         disclosure. Please provide a narrative description of the bonus paid
to your Chief
         Executive Officer and additional details regarding the options granted
to your former
         Chief Strategy Officer. Refer to Item 402(o) of Regulation S-K.
Director Compensation, page 47

11.      We note that your non-employee directors receive an annual cash
retainer of $12,000. We
         also note that the Fiscal 2019 Director Compensation Table reports
that Allan I. Grafman
         received $24,000 for service in fiscal 2019. Please advise.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder
Matters, page 48

12.      We note that your beneficial ownership table presents ownership
assuming the conversion
         of all shares of Class C common stock into Class B common stock.
Please revise to
         present each class of common stock separately. Refer to Item 403(a) of
Regulation S-K.
Description of Capital Stock, page 53

13.      Please revise this section to describe circumstances or events in
which the conversion of
         Class C shares is mandatory or optional and the resulting impact on
Class B stockholders,
         including dilution. Please also revise to describe any exceptions to
provisions requiring
         mandatory conversion of shares upon their transfer as well as any
sunset provisions or
         intra-family transfers that would require the conversion of Class C
shares. Further, please
         revise to disclose that any future issuance of Class C common stock
may be dilutive to
         Class B common stockholders.
 Ezra Rosensaft
IDW Media Holdings, Inc.
November 13, 2020
Page 4
Registration Rights Agreements, page 54

14.   We note the description of your registration rights agreements entered
into with each of
      the purchasers. Please revise to include additional detail regarding the
material terms of
      the registration rights agreements, as filed in each of exhibits 10.5 and
10.6.
Financial Statements for the Three Months and Nine Months Ended July 31, 2020
and 2019
Condensed Consolidated Statements of Operations, page F-3

15.   Please correct the loss per share amounts presented for both continuing
operations and
      discontinued operations for the nine months ended July 31, 2020, as it
appears they have
      been reversed.
Financial Statements for the Three Months and Fiscal Years Ended October 31,
2019 and 2018,
page F-23

16.   Please retrospectively present the discontinued operations in your
historical financial
      statements for all periods presented. Refer to ASC 205-20, ASC
855-10-25-4 and ASC
      855-10-50-5. Similarly, revise your disclosures elsewhere throughout the
filing.
        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 Theresa Brillant at (202) 551-3307 or Rufus Decker at
(202) 551-3769
if you have questions regarding comments on the financial statements and
related matters.
Please contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442
with any other
questions.



                                                            Sincerely,
FirstName LastNameEzra Rosensaft
                                                            Division of
Corporation Finance
Comapany NameIDW Media Holdings, Inc.
                                                            Office of Trade &
Services
November 13, 2020 Page 4
cc:       Dov Schwell, Esq.
FirstName LastName