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February 22, 2023
Richard Miller
Chief Executive Officer
SRM Entertainment, Inc.
1061 E Indiantown Road, Suite 110
Jupiter, FL 33477
Re:SRM Entertainment, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 6, 2023
CIK No. 0001956744
Dear Richard Miller:
            We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted February 6, 2023
Our amended and restated articles of incorporation will contain exclusive forum provisions that
may discourage lawsuits, page 44
1.We note your response to prior comment 3.  Please revise to clearly state, if true, that your
exclusive forum provision does not apply to actions arising under the Exchange Act.
Please ensure that your description of the scope of your exclusive forum provisions is
consistent with your disclosures on page 89.
2.Your disclosure that the exclusive forum, clauses do not apply to suits arising under the
Securities Act is inconsistent with your disclosure that "the federal district courts of the
United States will be the exclusive forum for resolving any complaint asserting a cause of
action arising under the Securities Act." Please advise or revise.

 FirstName LastNameRichard Miller
 Comapany NameSRM Entertainment, Inc.
 February 22, 2023 Page 2
 FirstName LastName
Richard Miller
SRM Entertainment, Inc.
February 22, 2023
Page 2

Capitalization, page 47
3.We note the changes made in response to prior comment 4. Please further revise the table
to fully comply with the comment by presenting all components of your shareholders'
deficit at September 30, 2022, including the captions showing your subscriptions
receivable and retained deficit amounts. Also, your total shareholders' deficit and total
capitalization at September 30, 2022, appear to be $(1,374) and zero, respectively. Please
revise accordingly.
Unaudited Pro Forma Condensed Combined Financial Statements, page 50
4.We note your revisions in response to our prior comment 7. Please revise the introductory
paragraphs to clearly explain how you will account for the separation and Exchange
Agreement transactions upon consummation and how you have reflected that accounting
in the pro forma financial statements.  If true, confirm to us that the agreements will be
accounted for as a transaction between entities under common control, pursuant to the
appropriate subsections of ASC 805-50, including ASC 805-50-15 and ASC 805-50-45, or
provide us with a detailed analysis supporting your accounting for the planned
transactions.
5.Revise the SRM Inc. column in the Pro Forma Condensed Combined Balance Sheet on
page 51 to reflect all amounts shown on the SRM Inc. September 30, 2022 audited
balance sheet presented on page F-3, including loans to Jupiter Wellness and all
components of its shareholders' deficit. Similarly, please revise the SRM Inc. column on
the Pro Forma Condensed Combined Statement of Operations on page 52 to reflect the
amounts (i.e., General and administrative expenses) presented on its audited statement of
operations for the period ended September 30, 2022 on page F-4.
6.To help us better understand your presentation, please provide us with the supporting
calculations for the pro forma adjustments to Additional paid-in capital and Retained
deficit on page 51.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the Nine Months Ended September 30, 2022 and 2021
General and Administrative, page 58
7.We note your revised disclosure indicating that your general and administrative expense
for the nine months ended September 30, 2022 and 2021 were $470,673 and $38,735,
respectively and that the "decrease" is due to COVID-19 related shut downs and limited
activity during the period.  Please revise to correctly discuss the reasons for the increase in
your general and administrative expense during the periods.

 FirstName LastNameRichard Miller
 Comapany NameSRM Entertainment, Inc.
 February 22, 2023 Page 3
 FirstName LastName
Richard Miller
SRM Entertainment, Inc.
February 22, 2023
Page 3
General
8.Please update your financial statements and related financial information throughout the
filing in accordance with Rule 8-08 of Regulation S-X.
            You may contact Stephany Yang at 202-551-3167 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing