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Correspondence 0001493152-23-022129 from BONK, INC. (BNKK)

BONK, INC.
Date: June 22, 2023 · CIK: 0001760903 · Accession: 0001493152-23-022129

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File numbers found in text: 333-269794

Referenced dates: June 14, 2023

Date
June 6, 2023
Author
/s/
Form
CORRESP
Company
BONK, INC.

Letter

JUPITER WELLNESS, INC.

E. Indiantown Rd., Ste. 110

Jupiter, FL 33477

June 22, 2023

Securities and Exchange Commission

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. 2 to Registration Statement on Form S-1

Filed June 6, 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 June 14, 2023 (the “Comment Letter”) relating to amendment no. 2 to registration statement on Form S-1, which was submitted to the Commission by Jupiter Wellness, Inc. (the “Company” or “we”) on June 6, 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 Registration Statement on Form S-1 (“Registration Statement”) which is submitted to the Commission simultaneously together with this letter.

Amendment No. 1 to Form S-1 filed June 6, 2023

Risk Related to SRM Spin-Off, page 29

1. We note your revised risk factor disclosure in response to prior comment 3, which we reissue in part. Please expand your risk factor disclosure to discuss the expected ownership percentage of SRM, the impact of the proposed spin-off on the company’s financial statements and the tax consequences of the spin-off transaction to the company. For example, we note that 98% of the registrant’s revenues are currently derived from the SRM business.

Response: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the risk factors to expand the disclosures for risk associated with the spin-off. Please see page 14 of the Registration Statement for further details.

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

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CORRESP
1
filename1.htm

JUPITER
WELLNESS, INC.

1061
E. Indiantown Rd., Ste. 110

Jupiter,
FL 33477

June
22, 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. 2 to Registration Statement on Form S-1

Filed
June 6, 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 June 14, 2023 (the “Comment Letter”) relating to
amendment no. 2 to registration statement on Form S-1, which was submitted to the Commission by Jupiter Wellness, Inc. (the “Company”
or “we”) on June 6, 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 Registration
Statement on Form S-1 (“Registration Statement”) which is submitted to the Commission simultaneously together with
this letter.

Amendment
No. 1 to Form S-1 filed June 6, 2023

Risk
Related to SRM Spin-Off, page 29

    1.
    We
    note your revised risk factor disclosure in response to prior comment 3, which we reissue in part. Please expand your risk factor
    disclosure to discuss the expected ownership percentage of SRM, the impact of the proposed spin-off on the company’s financial
    statements and the tax consequences of the spin-off transaction to the company. For example, we note that 98% of the registrant’s
    revenues are currently derived from the SRM business.

    Response:
    We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the risk factors
    to expand the disclosures for risk associated with the spin-off. Please see page 14 of the Registration Statement for further details.

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