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