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United States securities and exchange commission logo
March 24, 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
Correspondence filed February 24, 2023
File No. 001-39569
Dear Brian John:
            We have reviewed your February 24, 2023 response to our comment letter 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.
Unless we note otherwise, our references to prior comments are to comments in our February 13,
2023 letter.
Form 8-K filed January 10, 2023
General
1.We note that you filed a registration statement on Form S-1 on February 15, 2023.  Please
revise such registration statement, as necessary, to reflect corresponding revisions in
response to our comments on your Form 8-K.
2.You state in response to prior comment 1 that Upstream is operated by the MERJ
Exchange, which is regulated in the Seychelles.  Please revise your registration statement
to disclose the risks and uncertainties with listing on this exchange and disclose the rights
of shareholders and any restrictions on investors on the Upstream platform.  For example,
we note that U.S.-based investors, either U.S. citizen or permanent resident, will not be
able to buy shares on the Upstream secondary market.

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 March 24, 2023 Page 2
 FirstName LastNameBrian John
Jupiter Wellness, Inc.
March 24, 2023
Page 2
3.We note your response to prior comment 2, which we reissue in part.  Revise your
registration statement to 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 entire lifecycle from the initial exchange of common shares for
tokenized shares through the exchange back into common shares. 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 regards to
transferability and the role of the transfer agent, whether on Upstream or otherwise. In
your disclosure, please explain the role of MERJ Depository and Registry Limited and
how it interacts with the company's U.S. transfer agent.  Please also explain what you
mean by the statements that MERJ Depository will “manage” the tokenized securities.
Additionally, explain the legal relationship between MERJ Depository and shareholders
who deposit their shares with MERJ Depository, including the relevant governing law,
and the rights of such shareholders in the event of a liquidation or dissolution of MERJ
Depository.  Further, please compare the legal rights of such shareholders with
shareholders who own their shares in either book-entry form or on deposit with a U.S.
broker, including the various protections afforded such shareholders under applicable
law.  Finally, please add risk factor disclosure addressing the risks to shareholders arising
from any difference in such rights and protections.
4.It is unclear how ownership of tokenized securities, initially and in connection with
resales, will be recorded.  Please disclose in your registration statement how the tokenized
securities will be held on the books and records of the transfer agent (i.e. in the name of
MERJ Dep. or in the name of the individual shareholders).  Please also clarify whether
and, if so, how subsequent resales of the tokenized securities on the Upstream platform
will be reflected on the books and records of the transfer agent or if all such transfers will
be records solely on the books and records of MERJ Dep.  Finally, based on your
responses to the foregoing, please clarify how the “lost certificate” process will work in
the context of the tokenized securities, in particular if the tokenized securities will be held
in the name of the MERJ Dep. on the books and records of the transfer agent.
5.With regard to how "tokenized equity" is held on Upstream, please clarify whether the
tokenized securities will be held through a shareholder's wallet or in an omnibus wallet.
6.We note the statement that shareholders may also "choose between various depositories to
hold their shares, such as Book Entry with TA, CEDE & Co. or MERJ Dep."  Please
clarify how these securities would be held if not deposited with one of the depositories.
For example, does the company continue to use paper certificated shares?
7.We note your response to prior comment 3.  With a view toward disclosure, please clarify
whether holders of the tokenized shares will receive dividend, voting and other rights
associated with ownership of the company’s common stock and, if so, explain how they
are entitled to these rights, whether by contract and/or applicable law.  Please also clarify
whether such holders have the right to receive confirmations, proxy statements and other
documents required by law to be provided to the holders of the company’s common

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 March 24, 2023 Page 3
 FirstName LastNameBrian John
Jupiter Wellness, Inc.
March 24, 2023
Page 3
stock.  Finally, please clarify whether there are any rights or preferences to which holders
of tokenized shares are not entitled.  While we note that the company is not currently
planning to offer digital dividends to shareholders, the response letter stated that "upon
consideration of issuing such dividends or coupons/rewards, all shareholders will be
eligible to receive them."  Please also include this disclosure in your registration
statement.
8.We note your response to prior comment 4.  Please include risk factor disclosure in your
registration statement addressing the discrepancies that could result 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.
9.We note your response to prior comment 5.  Revise your registration statement to describe
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 activity that occurs on Upstream before making a decision to exchange their
common shares for tokenized shares.  We refer to the company's information on Upstream
(https://trader.upstream.exchange/tokendetail/symbol/JUPW).
10.We refer to prior comment 6 and your corresponding response.  Please revise your
registration statement to clarify the meaning of "trading" securities on Upstream with
respect to U.S.-based investors.  Provide prominent disclosure about the restrictions on
such investors, specifically that U.S.-based investors, including U.S. citizens and
permanent residents living abroad, cannot purchase shares and are only permitted to sell
or liquidate securities they currently own on Upstream.
11.It appears that U.S. citizens and residents are permitted to deposit their securities with
MERJ Depository and sell those securities on the Upstream platform operated by MERJ
Exchange.  It is not clear why MERJ Depository and MERJ Exchange are not required to
register with the Commission as a broker or dealer, national securities exchange and/or
clearing agency.  Please add a risk factor in your registration statement addressing the
risks to shareholders in the event that these entities are not properly registered with the
Commission as a broker or dealer, national securities exchange and/or clearing agency.
12.In your response, you state that the Upstream technology will reject securities buy orders
from cryptographic keypairs that, pursuant to their KYC review, come from U.S.  persons.
You further state that no securities buy orders are accepted without a user having
successfully undergone the Upstream KYC review process.  In your next filing, please
describe in greater detail the KYC policies and procedures of Upstream.  In responding to
this comment, please clarify the extent to which such KYC policies and procedures
involve self-certification or IP address monitoring.
            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.
 March 24, 2023 Page 4
 FirstName LastName
Brian John
Jupiter Wellness, Inc.
March 24, 2023
Page 4
            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.