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Jupiter
Wellness Inc.

725
North Highway AIA Suite C106

Jupiter,
FL 33477

    February
    24, 2023

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Jane Park and Ms. Loan Lauren Nguyen

RE:
Jupiter Wellness, Inc.

Info:
Form 8-K filed January 10, 2023

Dear
Ms. Jane Park and Ms. Loan Lauren Nguyen:

Please
find below our responses to the oral questions (the “Comments”) raised by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its letter of comments dated February 13, 2023 (the
“Comment Letter”) relating to the current report on Form 8K (File No. 001-39569), which was submitted to the Commission
by Jupiter Wellness, Inc. (the “Company” or “we”) on 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.”

    Response:
    We
    recently applied for and were approved to dual-list our shares of common stock on Upstream. These shares of common stock were previously
    registered with the Commission or was exempt from registration, and the shares included were unrestricted. The Upstream shares are
    uncertificated common stock that are of the same class as our shares currently traded on NASDAQ. No additional shares or new securities
    were issued.

    We
    are advised that MERJ Exchange (MERJ) is a fully integrated and licensed securities exchange, clearing system and depository, which
    allows the trading of both digital and non-digital securities. As a member of the World Federation of Exchanges (WFE) and recognized
    by HM Revenue and Customs UK, MERJ is also a full member of the Association of National Numbering Agencies (ANNA), and qualifies
    as a Qualifying Foreign Exchange for OTC Markets in the US. MERJ is a member of the Sustainable Stock Exchanges Initiative. The exchange
    is regulated by the Financial Services Authority Seychelles, a detailed description of the rules and regulations can be found at
    https://fsaseychelles.sc/.

    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 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).

    Response:
    Investors
    that wish to deposit their shares on Upstream, may do so by following the instructions below, which can additionally be found on
    the Upstream website. These are the same shares as are listed on Nasdaq.

    How
    To Deposit Shares With Vstock

    We
    have been advised that Upstream can accept the shares that you hold in your current brokerage account, shares that are held at the
    transfer agent in digital book entry, or your physical stock certificate. It is also easy to move your shares out of Upstream back
    to US markets. The following is a step-by-step guide provided by Upstream on how to deposit shares. The information is derived from
    Upstream.

    Step
    1. Create an account on upstream & verify your identity

    ●
    Download
    Upstream and tap Sign Up. This will create your blockchain profile and ‘signing key’.

    ●
    Complete
    KYC. To complete KYC identity verification, tap the settings icon in the top right of the navigation, then tap KYC. Be sure to have
    a valid form of ID and banking details handy. It is important that bank account information matches your name exactly.

    ●
    Once
    your account is approved, and if you already own shares and wish to transfer them to Upstream for trading, then you may initiate
    a request to deposit your shares using the Upstream app.

    Step
    2. Transfer shares to transfer agent

    If
    your shares are already held at the transfer agent, then skip to STEP 3 below. However, if your shares are currently in your brokerage
    account, then please transfer your shares to the transfer agent as described below. Note, the terminology for this is to have shares
    held as ‘direct registration’ in ‘book entry’ at the transfer agent.

    To
    make this transfer request, most of the time all you need to do is contact your brokerage firm by email and ask them to transfer
    your shares back to ‘book entry’ at the transfer agent. The brokerage firm will know what to do, and they will let you
    know how long it will take, but typically you should allow 48 hours for them to process your request.

    Some
    brokerage firms may ask you to fill out their particular share transfer form. Contact Upstream at servicedesk@upstream.exchange if
    you need assistance in completing a share transfer form from your brokerage firm.

    It
    is important that your name, address and social security number that your shares are registered under at the brokerage firm match
    the information that you provided when opening your account on Upstream.

    If
    your address at the brokerage firm is out of date, then you will need to update it with your brokerage firm BEFORE you transfer your
    shares to the transfer agent. Note, if the addresses do not match your address on Upstream, then your share deposit to Upstream will
    be delayed by the transfer agent.

    Step
    3. Request to deposit shares using the upstream app

    Open
    Upstream, Tap Investor, Manage Securities, Deposit Securities. Next, Enter the Company’s Ticker Symbol and Number of Shares
    you’re requesting to deposit. Confirm whether your shares are free trading or restricted, then tap Submit.

    Please
    note that the value of each share deposit request on the Upstream app may not exceed $100,000. This value is determined by the closing
    price of the security on the previous trading day multiplied by the number of shares being deposited.

    Once
    you make the share deposit request using the Upstream app, and the transfer agent has your shares in ‘book entry’, then
    most of the time the Upstream deposit process typically completes within 48 hours (Monday to Friday, excluding U.S. holidays).

    However,
    if the transfer agent requires further information regarding your share transfer, then you will receive an email with a form to complete.
    The form will be pre-populated with your Upstream account information. Upstream’s staff will help you fill out the remainder
    of the form and how to submit it to the transfer agent

    Once
    the transfer is complete you will receive a push notification in the Upstream app and see the share deposit in your Upstream Portfolio.

    Step
    4. You’re ready for trading on upstream

    Once
    the shares are in your account, you’re ready to trade on the next generation exchange. Enjoy real-time trading, a transparent
    orderbook, and other features enforced by blockchain technology. View your shares anytime, anywhere in your Upstream Portfolio. For
    more information on trading, visit Upstream’s support center.

    The
    transfer agent is:

    Name:
    Vstock Transfer

    Address:
    LLC 18 Lafayette Pl, Woodmere, NY 11598

    Phone:
    212.828.8436

    Toll-Free:
    855-9VSTOCK

    Fax:
    646-536-3179

    Email:
    info@vstocktransfer.com  info@vstocktransfer.com

    Note,
    Upstream will consider requests for deposit and sale of Securities falling under the categories:

    ●
    Shares
    trading on NASDAQ or the NYSE

    ●
    Shares
    trading on the OTC Markets

    ●
    Shares
    issued in private offerings exempt from registration under the Securities Act pursuant to Securities Act Rule 506(c) of Regulation
    D or Regulation S.

    These
    offerings must comply with the Upstream view that securities must be registered or have a valid exemption from registration in connection
    with their original issuance pursuant to U.S. or European securities laws in order to qualify for secondary trading on Upstream.
    In addition, this applies to securities currently trading and held in DTC or Euroclear.

    However,
    Upstream will not consider or accept for deposit any Securities:

    ●
    that
    were not issued pursuant to a registration or a valid exemption from registration;

    ●
    that
    were issued by a company or held by person that is a respondent to any regulatory authority actions, however the specific action
    may be reviewed for additional . information to allow deposit;

    ●
    that
    have any known “bad actors”, as such term is defined in US Rule in 262 of Regulation A or Rule 506(d) of Regulation D
    promulgated under the Securities Act; or

    ●
    that
    reference a company or customer name that has been changed or that does not match the name on the account and for which no valid
    reason is provided.

    How
    To Move Shares Back To Us Markets

    Upstream
    advises that it is simple to move your shares back to the US Markets.

    Step
    1. Open Upstream, Tap Investor, Withdraw Securities. Enter Ticker Symbol and the Number of Shares you wish to withdraw, then
    tap Submit.

    Step
    2. The transfer agent will receive your shares immediately and will hold them in digital book entry in your name.

    Step
    3. The transfer agent will provide you via regular US mail a DRS Advice (Statement) that shows your shares are now held at the
    transfer agent in book entry. If you would like to move the shares back to your US brokerage account you will need to contact your
    broker, provide them with a copy of your DRS Advice and have them request that the transfer agent send back your shares. They will
    provide you with appropriate forms to complete.

    Legal
    Analysis

    We
    listed the same class of shares currently registered with the Commission that are currently issued and outstanding, which are represented
    on MERJ as a “digital security” in the form of uncertificated securities. These uncertificated securities are the same
    as shares traded on NASDAQ and act as a representation of the common stock in an uncertificated form. We would like to bring it to
    your notice that there will not be any new issuances of securities arising from this listing.

    Digital
    securities are recognized as the same securities under corporate law. On June 30, 2017, the Delaware legislature approved various
    amendments to the Delaware General Corporation Law (the “DGCL”). The blockchain-related changes include
    amendments to Sections 151(f), 202(a), 219(a), 219(c), 224, 232(c) and 364 of the DGCL. Amendments to Sections 219, 224 and 232 and
    related provisions are intended to provide specific statutory authority for Delaware corporations to use networks of electronic databases
    (examples of which are described as “distributed ledgers” or a “blockchain”) for the creation and maintenance
    of corporate records, including a corporation’s stock ledger. Section 219(c), as amended, now includes a definition of “stock
    ledger.” Section 224, as amended, requires that the stock ledger serve three functions contemplated by the DGCL: it must enable
    the corporation to prepare the list of stockholders specified in Sections 219 and 220; it must record the information specified in
    Sections 156, 159, 217(a) and 218; and, as required by Section 159, it must record transfers of stock as governed by Article 8 of
    subtitle I of Title 6. Sections 151, 202 and 364 have also been amended to clarify that the notices given to holders of uncertificated
    shares pursuant to those sections may be given by electronic transmission. On August 1, 2017, the Governor of the State of Delaware
    signed the proposed DGCL amendments into law. The changes to DGCL permit issuers to issue digital securities. The basic idea behind
    digital securities is to “tokenize” shares of stock, debentures, warrants or any other type of security, by representing
    each unit of a given security as a unique cryptographic public-private key pair that is stored and transferred on a blockchain. The
    changes to the DCGL were merely clarifications of what was already possible based on the truly fundamental changes to the DGCL in
    2005 that permitted the issuance of “uncertificated” shares of stock. Perkins Coie, in fact, gave the very first “duly
    authorized and validly issued” legal opinion with respect to digital securities; it was filed as the Exhibit 5 opinion
    to Overstock’s S-3 Registration Statement, which registered the first digital securities in 2015.

    Similarities
    between the digitized stock and our shares of common stock

    All
    of our shares of common stock have been registered with the Commission and make up the entirety of issued and outstanding shares,
    all of which bear identical CUSIP/ISIN numbers. Moreover, all shareholders possess the same rights in terms of transferability. Shareholders
    may also choose between various depositories to hold their shares, such as Book Entry with TA, CEDE & Co, or MERJ Dep. Digital
    securities and tokenized equities are synonymous terms. Digital securities are digital representations of a company’s common
    stock, which are issued and registered with the Commission. These digital securities act as a 1:1 representation of our common stock
    and demonstrate equity ownership in the Company. On Upstream, digital recording of ownership is handled the same way as a database
    of shares issued to shareholders and certify registered ownership of company shares beginning on a particular date. The ownership
    details for an Upstream shareholder’s tokenized equity balance of the company’s shares shall include, but not be limited
    to:

    ●
    Certificate
    number

    ●
    Company
    name and CUSIP/ISIN number

    ●
    Shareholder
    name and address

    ●
    Quantity
    of shares owned

    ●
    Share
    class

    ●
    Issuance
    date

    ●
    Amount
    paid for shares in the Upstream secondary market.

    Transfer
    Agent Records & Role

    Common
    stock of an issuer, regardless of its physical (certificate) or electronic (e.g. tokenized, spreadsheet, database) representation,
    is recorded by the transfer agent in one of three ways: book entry (individual name & address), CEDE & Co. (street name),
    or ME