Correspondence 0001493152-23-020234 from BONK, INC. (BNKK)
BONK, INC.
Date: June 6, 2023 · CIK: 0001760903 · Accession: 0001493152-23-020234
AI Filing Summary & Sentiment
File numbers found in text: 333-269794
Referenced dates: May 23, 2023
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CORRESP
1
filename1.htm
JUPITER
WELLNESS, INC.
1061
E. Indiantown Rd., Ste. 110
Jupiter,
FL 33477
June
6, 2023
Securities
and Exchange Commission
100
F Street N.E.
Washington,
D.C. 20549
Division
of Corporation Finance
Attention:
Jane Park and Loan Lauren Nguyen
Re:
Jupiter Wellness, Inc.
Amendment
No. 1 to Registration Statement on Form S-1
Filed
May 12, 2023
Correspondence
filed May 22, 2023
File
No. 333-269794
Ladies
and Gentlemen:
Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its comment letter dated May 23, 2023 (the “Comment Letter”) relating to
amendment no. 1 to registration statement on Form S-1, which was submitted to the Commission by Jupiter Wellness, Inc. (the “Company”
or “we”) on May 12, 2023 and Correspondence filed May 22, 2023.
The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.
We
have also updated the Amendment No. 2 Registration Statement on Form S-1/A (the “Registration Statement”) which is
submitted to the Commission simultaneously together with this letter.
Correspondence
filed May 22, 2023
General
1.
You
disclose in your proposed disclosure that the company will own less than 50% of SRM Entertainment, Inc. (SRM) and will not be able
to consolidate the operations of SRM and the company. Please revise to clarify your expected ownership percentage of SRM to give
investors a reasonable idea of the impact of the proposed spin-off on the company’s financial statements.
Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Specifically, we have added disclosure
regarding the reduced ownership percentage and the effect on the Company’s financial statements. Please see the page 29
of the Registration Statement for details.
2.
Please
revise your proposed disclosure to address the potential tax liabilities that the company and its stockholders and warrant holders
may be subject to as a result of the spin-off transaction.
Response: We
have added disclosure discussing the potential tax liabilities to the Company and its shareholders and warrant holders. Please see the page 30 of the Registration Statement for details.
3.
We
refer to your proposed disclosure of the spin-off of SRM Entertainment, Inc. Please consider revising the risk factor on page 12
regarding the SRM Entertainment, Inc. acquisition and include new risk factor disclosure regarding the spin-off.
Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see the page 14 of the
Registration Statement for details. We have also removed the risk factor “We may be unable to successfully integrate
the operations of SRM and may not achieve the benefits anticipated as a result of the SRM acquisition,” from the Registration
Statement.
We
hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me or our counsel with any questions or
comments regarding this correspondence on the revised S-1.
Sincerely,
/s/
Brian John
Brian
John
Chief
Executive Officer
cc: (via email)
Arthur Marcus