December 20, 2024

Aaron Sullivan
Chief Financial Officer
PodcastOne, Inc.
345 North Maple Drive, Suite 295
Beverly Hills, CA 90210

       Re: PodcastOne, Inc.
           Registration Statement on Form S-3
           Filed December 13, 2024
           File No 333-283818
Dear Aaron Sullivan:

       We have conducted a limited review of your registration statement and
have the
following comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-3
General

1.     Please revise the cover page and elsewhere to disclose the number of
warrants
       covered by this registration statement. Also, please include a revised
legality opinion
       that specifies the number of warrants covered by the legality opinion.
Lastly, ensure
       you provide the selling stockholder disclosure required by Item 507 of
Regulation S-K
       for the warrants.
Signatures, page II-6

2.     We note your principal executive officer signed the registration on
behalf of the
       registrant. Please also ensure your principal executive officer signs
the registration
       statement in his individual capacity.
 December 20, 2024
Page 2

        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.

       Please contact Uwem Bassey at 202-551-3433 or Mitchell Austin at
202-551-3574
with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:   Sasha Ablovatskiy