United States securities and exchange commission logo
March 17, 2021
Ezra Rosensaft
Chief Executive Officer
IDW Media Holdings, Inc.
520 Broad St.
Newark, NJ 07102
Re: IDW Media Holdings,
Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed March 1, 2021
File No. 333-249511
Dear Mr. Rosensaft:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
December 17, 2020 letter.
Amendment No. 2 to Form S-3 filed March 1, 2021
Our Strategy , page 2
1. We note our prior
comment 3 issued in our comment letter dated November 13, 2020 and
we reissue it. 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
Ezra Rosensaft
IDW Media Holdings, Inc.
March 17, 2021
Page 2
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.
Exhibit Index, page II-8
2. We note your response regarding your agreements with Penguin Random
House
and Diamond Comic Distributors, and that Penguin Random House considers
the
agreement to be proprietary. Please note that you must file any contract
which is required
to be filed under Item 601(b)(10) of Regulation S-K, regardless of a
counterparty's belief
that a contract is proprietary. To the extent the Penguin Random House
agreement
includes disclosure that is not material and would likely cause
competitive harm if
publicly disclosed, you may redact such terms according to the
procedures set forth in
Item 601(b)(10)(iv) of Regulation S-K. Additionally, please follow these
procedures for
the the Diamond Comic Distributors agreement. Please mark the exhibit
index to indicate
that portions of your exhibits have been omitted and refile each
redacted exhibit to include
on the first page the legend required by Item 601(b)(10)(iv).
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
March 17, 2021 Page 2
cc: Dov Schwell, Esq.
FirstName LastName