GMEGameStop

We note your disclosure that "[d]epending on certain market conditions and various risk factors, Mr. Cohen or other members of the Investment Committee, each in their personal capacity or through affiliated investment vehicles, may at times invest in the same securities in which the Company invests." Please elaborate on the risks related to this aspect of your Investment Policy, including the potential conflicts of

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interest that may arise. If applicable, please update your related party transaction disclosure, including for any currently proposed transaction(s). Refer to Item 404 of Regulation S-K. General We note your disclosure in your Form 10-Q for the quarter ended August 3, 2024, filed on September 10, 2024, as amended on October 25, 2024, and your Form 10-Q for the quarter ended November 2, 2024, filed on December 10, 2024, regarding your At-The-Market Equity Offering Program. You state that aggregate gross proceeds from such offerings totaled approximately $3.5 billion and you intend to use the net 2. proceeds from such offerings “for general corporate purposes, which may include acquisitions and investments in a manner consistent with our investment policy.” However, we also note your disclosure that "[t]he Company’s investments must conform to guidelines set forth in the revised Investment Policy or be approved by either the Investment Committee, by unanimous vote, or the full Board, by majority vote." Please revise to clarify the guidelines of your Investment Policy and accordingly, the manner in which the net proceeds from your ATM Offerings may be used and/or approved for use.

The Company respectfully acknowledges the Staff’s comment to elaborate on the risks associated with the Company’s Investment Policy (as defined below).

Our Form 10-Q for the quarter ended November 2, 2024 contains existing disclosures to the effect that the Investment Committee directs the investment activity of the Company and that Mr. Cohen or other members of our Investment Committee, each in their personal capacity or through affiliated investment vehicles, may at times invest in the same securities or financial instruments in which the Company invests.

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We will add a risk factor in the Form 10-K for the year ended February 3, 2023 as shown in Appendix A.

In addition, we have considered Item 404 of Regulation S-K and concluded that no additional related party transaction disclosure is required at this time. Although the related party transaction analysis is a fact-specific one, we believe that there has not been or will be any transaction that would require disclosure as a related party transaction between the Company and any executive officer or member of the Board of Directors. Pursuant to Item 404(a) of Regulation S-K, “transactions with related persons” must involve the registrant and any related person that has a direct or indirect material interest in the transaction and in which the amount involved exceeds $120,000. In this case, any investment by an executive officer or a member of the Board of Directors in the same security or financial instrument as the Company should be considered separate transactions. Thus, investments in securities or financial instruments by executives officers or members of the Board of Directors on the one hand and the Company, subject to the Investment Policy, on the other, should be considered separate transactions not subject to reporting under Regulation S-K.

General.

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We note your response to prior comment 2, including your commitment to maintaining this risk factor in future filings. Please revise to disclose the role, if any, of the Investment Committee and/or the Board of Directors in specifically overseeing any investment risk as it relates to your Investment Policy and any decision to concentrate holdings.

The Company respectfully acknowledges the Staff’s comment. In response, in future filings, beginning with the Company’s Form 10-K for the fiscal year ended February 1, 2025, the Company will include enhanced disclosure of the Investment Committee’s role in oversight of any investment risk as it relates to our Investment Policy and any decision to concentrate holdings.

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Specifically, we intend to add the following disclosures:

In accordance with the revised Investment Policy, the Board has delegated authority to manage the Company’s portfolio of securities investments to an Investment Committee of the Board consisting of the Company’s Chairman of the Board and Chief Executive Officer, Ryan Cohen, and two independent members of the Board, together with such personnel and advisors as the Investment Committee may choose. The Investment Committee regularly reviews risks related to the Company's investment portfolio, including concentration risk. When allocating cash to various investment opportunities and considering related investment risk, the Investment Committee considers market-based factors, including risk adjusted after-tax yields. When reviewing concentration risk, the Investment Committee considers the liquidity needs of the Company, among other things. Investments are made in accordance with the guidelines in the Investment Policy that is reviewed at least annually, with oversight conducted by senior officers and the Investment Committee.

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We note your risk factor that you may be deemed to be an investment company under the Investment Company Act of 1940. Please revise to include the specific facts and characteristics of your business that you considered in this analysis, including your levels of cash and cash equivalents as well as the implementation and execution of your Investment Policy.

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Further, we note your statements that if you are regulated as an investment company under the Investment Company Act of 1940, your activities may be restricted and burdensome requirements may be imposed upon you. Please revise to elaborate on such restrictions and requirements, including a description of your plan of operations under such, and the potential negative effects on your holdings and the market value of your Class A Common Stock.

The Company acknowledges the Staff’s Comment and respectfully advises the Staff that the Company will revise the risk factor disclosure in future relevant Exchange Act reports as previewed below (with the new disclosure denoted by underline):

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted.

In order not to be regulated as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), unless we can qualify for an

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exclusion or exemption therefrom, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading in securities and owning “investment securities” having a value constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are primarily engaged in offering games and entertainment products through our stores and ecommerce platforms. Substantially all of our cash and cash equivalents (which are excluded from the term “investment securities” as cash items) have consisted, and are expected to consist, of (i) cash held in demand deposit accounts at banks and (ii) holdings of securities of money market funds that comply with Ruler 2a-7 under the Investment Company Act and U.S. government securities. Accordingly, we do not believe we are an investment company as defined under the Investment Company Act and we will continue to conduct our operations and monitor our holdings consistent with the Investment Policy to ensure ongoing and continuing compliance with this test so that we are not required to register as an investment company under the Investment Company Act. A change in, or further, guidance that may be issued in the future by the SEC or its Staff could negatively affect our ability to be excluded from the definition of an investment company under the Investment Company Act and regulation thereunder, which, in turn, could inhibit our ability to pursue our chosen strategies and may require us to re-classify our assets for purposes of the Investment Company Act or adjust our strategy accordingly. If we are required to do so, we may no longer be able to be excluded from the definition of an investment company under the Investment Company Act. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including restrictions on the nature of our investments and restrictions on our issuance of securities. In addition, burdensome requirements may be imposed on us, including registration as an investment company under the Investment Company Act, adoption of a specific form of corporate structure and reporting, limitations with respect to management, operations, transactions with certain affiliated persons and portfolio composition, including with respect to diversification and industry concentration, record keeping, voting, proxy and disclosure requirements and other rules and regulations. Such restrictions and requirements that could have a material adverse effect on our business and financial condition and may also require us to substantially change the manner in which we conduct our business. Further, a determination by regulators that Bitcoin or certain other cryptocurrencies constitute “securities” or “investment securities” under the Investment Company Act or other Federal Securities laws could lead to our classification as an investment company under the Investment Company Act and could negatively impact the market price or liquidity of Bitcoin or such other cryptocurrencies that we may hold should we have to sell such holdings during adverse market conditions and require significant changes in our operations which could have a material adverse effect on the market value of our Class A Common Stock.

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