July 2, 2021

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Ladies and Gentlemen:

This letter sets forth the responses of KingsCrowd, Inc. (“we,” “us” or the “Company”) to the comments contained in your letter, dated June 23, 2021 (the “Letter”), relating to the Company’s Offering Statement on Form 1-A, File No. 024-11497 (the “Offering Statement”), originally filed on March 31, 2021 as amended by Amendment No. 1 filed no June 4, 2021.  The comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Company are set forth in plain text immediately following each comment.  Please note that references to page numbers in this letter are to the page numbers in Amendment No. 2 to the Offering Statement (“Amendment No. 2”), which we are submitting, via EDGAR on the date hereof. 

Amendment No. 1 to Offering Statement on Form 1-A filed June 4, 2021

Offering Circular Summary

Overview, page 4

We respectfully advise the Staff that we have revised the recurring revenue numbers appearing on page 4 to reconcile with the information included in the section titled “Management's Discussion and Analysis of Financial Condition and Results of Operations.” We apologize for this administrative oversight.

We respectfully advise the Staff that we have revised Amendment No. 2 on page 45 to include the material bases for our belief that we are the first and only comprehensive data-driven rating and analytics facility to service the online private market space. We advise the Staff that the new disclosure draws from our discussion in our response to the Staff’s comments to Amendment No. 1.

Dilution, page 27

We respectfully advise the Staff that we have revised Amendment No. 2 on pages 27 and 28 to include a detailed explanation of the transactions, events, and activities to which the pro forma information gives effect.

We respectfully advise the Staff that we have revised Amendment No. 2 on page 28 to provide more detailed disclosure as described in our response to comment 3 above. Further, we have a new detailed table, showing the reconciliation of net tangible book value at December 31, 2020 to the financial statements and the computation of each of the adjustments by adding a table that includes the relevant information.

We respectfully advise the Staff that the dilutive impact of all convertible notes is accounted for in the dilution calculations. The total number of shares of Class A common stock into which the 2021 Convertible Notes (which includes convertible notes issued in 2020 and 2021) are expected to convert are included in the “Shares issued and outstanding pre-financing, assuming full conversion warrants and convertible notes” line, as demonstrated in the table we have added that appears on page 29 of Am. No. 2. We previously excluded the dollar amounts received from the proceeds of the sale of the 2021 Convertible Notes sold during 2021 from the net tangible book value because there is no impact prior to conversion of such promissory notes. However, in order to maintain consistency with the presentation of the 2021 Convertible Notes sold during 2020 and the hypothetical scenario that all 2021 Convertible Notes are converted upon qualification of the offering, we have added an adjustment in the table that appears on page 30 of Am. No. 2 to increase the net tangible book value by the amount of proceeds received from the sale of the 2021 Convertible Notes sold during 2021 to reflect the cash proceeds received after December 31, 2020 and that these notes are expected to convert to equity upon the qualification of this offering.

We respectfully advise the Staff that we believe that our response to comment 5 above addresses the Staff’s concern in this comment 6. Toward that end, we note that the table added on page 30 of Am. No. 2 addresses the impact of the shares of Class A common stock issuable upon conversion of the 2021 Convertible Notes sold during 2021, under the presumption of full conversion, are included in the dilution calculations.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Comparison of the Years Ended December 31, 2019 and 2020

Revenue, page 41

We respectfully advise the Staff that we have revised Amendment No. 2 to add disclosure on page 42 under the heading “Comparison of the Years Ended December 31, 2019 and 2020 – Revenue,” that separately quantifies the amount of revenue growth attributable to existing and new customers for the years ended 2019 and 2020.

In addition to the revisions made in response to the Staff’s comments, we note as follows:

We hope that the responses we have provided in this correspondence are helpful and fully resolve the comments raised in the Letter. If you have any questions or further comments, please feel free to contact the undersigned at (914) 826-4520 or by email at chris@kingscrowd.com. You may also contact our counsel, William Ruffa, directly at (646) 831-0320 or by email at bruffa@lawruffa.com.