SecProbe.io

August 2, 2024
Brian Tunick
Reporting Person
CEA Industries Inc.
1551 1st St. South
Jacksonville Beach, FL 32250
Re:CEA Industries Inc.
Schedule 13D/A Filed by Brian Tunick
Filed July 30, 2024
File No. 005-88074
Dear Brian Tunick:
            We have reviewed the above-captioned filing and have the following comments.
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comments apply to your facts and circumstances or that an
amendment is appropriate, please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in response to
these comments, we may have additional comments.
Schedule 13D/A Filed July 30, 2024
General
1.We have reviewed your response to prior comment two in our letter dated May 29,
2024. As initially requested, please advise us of the date when you first acquired
beneficial ownership of more than five percent of the Common Stock. Given that Mr.
Tunick "acknowledges that he miscalculated" beneficial ownership, please supplement
your response to prior comment one in the letter dated May 29, 2024, to indicate that the
miscalculation also contributed to the late filing of the initial Schedule 13D.
Item 5, page 4
We note the representation that Item 5(c) of Schedule 13D is not applicable. Section
13(d)(2) and corresponding Rule 13d-2(a) of Regulation 13D-G require a Schedule 13D
to be amended to reflect any material change in the facts previously set forth therein and
deem any disposition of beneficial ownership equal to one percent or more of the class of
equity security to be material. Because the amount of reported beneficial ownership has 2.

August 2, 2024
Page 2
decreased by over 4%, and some or all of that reduction in beneficial ownership has been
attributed to sales of shares of the Common Stock, please amend the Schedule 13D to
reflect the material changes to the disclosure previously provided in response to Item 5(c)
of Schedule 13D. Refer also to Question 104.05 of the Exchange Act Sections 13(d) and
13(g) and Regulation 13D-G Beneficial Ownership Reporting Compliance and Disclosure
Interpretations, which is available at
https://www.sec.gov/divisions/corpfin/guidance/reg13d-interp.htm.
            We remind you that the filing person is responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions