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February 13, 2023
Brian John
Chief Executive Officer
Jupiter Wellness, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Form 8-K
Filed January 10, 2023
File No. 001-39569
Dear Brian John:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed January 10, 2023
General
1.You issued a press release on January 10, 2023 stating that the company is one of the first
companies to dual list on Upstream under the ticker symbol JUPW.  Please disclose what
security is being listed on Upstream (i.e., common stock or tokenized equity).  Disclose
whether Upstream is a registered exchange and in what jurisdiction, and the risks and
uncertainties with listing on this exchange, including any restrictions on investors.  In this
regard, also explain what you mean when you state that Upstream, a MERJ Exchange
Market (merj.exchange), is “a fully regulated global stock exchange for digital securities
and NFTs.”
2.It appears that the Upstream website allows trading of tokenized equity of certain
companies and that you are listed on Upstream. With a view toward disclosure, please
provide a materially complete description of the tokenized shares and the process by
which shareholders exchange their common shares for the tokenized shares, including the

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 February 13, 2023 Page 2
 FirstName LastNameBrian John
Jupiter Wellness, Inc.
February 13, 2023
Page 2
entire lifecycle from the initial exchange of common shares for tokenized shares through
the exchange back into common shares. In responding to this comment:

•include the company’s legal analysis as to the characterization of the tokenized
equity, and whether it is the same class as the common shares, a different class of
common stock, or a security-based swap.
•provide a detailed explanation of how such securities are the same as the issued and
outstanding shares of common stock already registered, as well as how such shares
compare in regard to transferability and the role of the transfer agent, whether on
Upstream or otherwise.
•explain the role of MERJ Depository and Registry Limited and how it interacts with
the company’s U.S. transfer agent, and also address how any "tokenized equity" is
held on Upstream through MERJ Depository and Registry Limited (e.g., whether
through a shareholder's wallet or an omnibus wallet).
3.The press release indicates that shareholders are eligible to claim digital NFTs. Explain
whether you are planning to offer any digital dividends to shareholders and disclose the
process for distribution of digital dividends, including whether the digital dividends will
be limited to those who hold the tokenized shares.  Also explain how you will inform and
communicate to shareholders in regard to any digital dividends or gifts, with respect to the
tokenized shares.
4.With a view toward disclosure, please clarify whether there could be discrepancies
between the trading prices of common shares on Nasdaq and the tokenized shares on
Upstream, whether resulting from different liquidity in the markets or otherwise.
5.With a view toward disclosure, please clarify what information is publicly available about
the trading activity that occurs on Upstream and, in particular, what information holders of
common shares would have about the trading on Upstream before making a decision to
exchange their common shares for tokenized shares. In your January 10, 2023 press
release, you refer investors to the Upstream website for additional details on the Jupiter
Wellness listing, how shareholders can deposit shares and trade on Upstream, and how to
claim the commemorative NFT.
6.You state that “Global investors can now trade by downloading Upstream from their
preferred app store at https://upstream.exchange/, creating an account by tapping sign up.”
However, you also state that “U.S. investors are not permitted to purchase Upstream listed
securities. U.S. and Canadian citizens will only be able to trade in securities they currently
own, that have been listed on Upstream, for liquidation purposes only.”  With a view
toward disclosure, please clarify and reconcile these two statements.
            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.

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 February 13, 2023 Page 3
 FirstName LastName
Brian John
Jupiter Wellness, Inc.
February 13, 2023
Page 3
            Please contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur Marcus, Esq.