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December 15, 2022
Jesse Sutton
Chief Executive Officer
PishPosh, Inc.
1915 Swarthmore Avenue
Lakewood, New Jersey 08701
Re:PishPosh, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 22, 2022
File No. 333-267982
Dear Jesse Sutton:
            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 November 9, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Capitalization, page 25
1.We note the “actual” column as of September 30, 2022 does not include the loan payable
of $3,025,000 amongst your liabilities.  It also appears the “convertible note payable” and
“convertible note payable, related party” amounts are mislabeled.  Please revise
accordingly.
Dilution, page 26
2.We note your response to comment 2 and the accompanying Exhibit A.  In the “Increase
in $1.00 per share of IPO” column, it appears your IPO share price (third to last number in
the column) was not adjusted to $6.00 and as a result you calculated the dilution of $3.90

 FirstName LastNameJesse Sutton
 Comapany NamePishPosh, Inc.
 December 15, 2022 Page 2
 FirstName LastName
Jesse Sutton
PishPosh, Inc.
December 15, 2022
Page 2
when it appears the amount should be $4.90.  Please revise or clarify.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 32
3.We note your added disclosure regarding a convertible promissory note issued to a related
party in the principal amount of $950,000.  Please revise your disclosure to identify the
related party and, if applicable, expand your discussion in your "Certain Relationships and
Related Party Transactions" section to include the information required by Item 404 of
Regulation S-K.
Unaudited Condensed Financial Statements for the Nine Months Ended September 30, 2022 and
2021
Note 14 - Subsequent Events, page F-34
4.You disclose that as of the date these financial statements, there were 4,939,343 shares of
common stock outstanding and 1,752.37 shares of Series A preferred stock outstanding.
This does not appear consistent with the amounts disclosed in your balance sheet and
statement of changes in stockholder’s equity; these amounts appear to be the number
outstanding as of the date of this prospectus, and not as of September 30, 2022.  Please
clarify or modify your disclosure accordingly.  Additionally in your response, please
reconcile the number of common and preferred shares outstanding as of the date of your
prospectus, detailing the share activity subsequent to September 30, 2022.
General
5.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly.  Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.

 FirstName LastNameJesse Sutton
 Comapany NamePishPosh, Inc.
 December 15, 2022 Page 3
 FirstName LastName
Jesse Sutton
PishPosh, Inc.
December 15, 2022
Page 3
            You may contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Louis Lombardo