Correspondence 0001493152-23-020912 from Tron Inc. (TRON)
Tron Inc.
Date: June 12, 2023 · CIK: 0001956744 · Accession: 0001493152-23-020912
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File numbers found in text: 333-272250
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CORRESP
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SRM
ENTERTAINMENT, INC.
1061
E Indiantown Road, Suite 110
Jupiter,
FL 33477
Tel:
(212) 930-9700
June
12, 2023
VIA
EDGAR
Erin
Donahue and Asia Timmons-Pierce
Division
of Corporation Finance
Office
of Manufacturing
Securities
and Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re:
Re:
SRM Entertainment, Inc.
Registration
Statement on Form S-1 Filed on May 26, 2023
CIK
No. 0001956744
File
No. 333-272250
Dear
Mr. Donahue and Ms. Timmons-Pierce,
On
behalf of SRM Entertainment, Inc. (the “Company”), this letter responds to comments provided by the staff of the Division
of Corporation Finance (the “Staff”), of the Securities and Exchange Commission (the “Commission”) provided to
the undersigned on June 9, 2023, regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”),
which was filed with the Commission on May 26, 2023.
For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. An amendment to the Registration Statement (“Amendment No. 1”) reflecting changes made in response to
the Staff’s comments, along with changes made to update certain other information in the Registration Statement, is being filed concurrently with this letter. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 1.
Registration
Statement on Form S-1
Unaudited
Pro Forma Condensed Combined Financial Statements, page 48
1. We
note your disclosure of the pro forma balance sheet as of March 31, 2023. The historical
balances of prepaid expenses and deposits and inventory for SRM Limited on the pro forma
balance sheet are not consistent with the balances from the balance sheet on page F-21. In
addition, those line items in the pro forma column do not appear to sum up correctly. Please
revise the disclosure to eliminate the inconsistencies.
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 48 and F-21 of Amendment No. 1.
Unaudited
Interim Financial Statements of S.R.M Entertainment Limited
Note
2: Significant Accounting Policies - Net Loss Per Share of Common Stock , page F-26
2. Please
revise the table on page F-26 to correctly indicate that you are presenting information for
the three months ended March 31, 2023 and 2022, respectively.
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page F-26 of Amendment No. 1.
General
3. We
note that Section 1.3 of the license agreement filed as Exhibit 10.6 grants you a license
to develop art for an NFT. Please revise your disclosure to clarify whether you have any
business plans with respect to NFTs.
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 62 of Amendment No. 1. Accordingly,
the Company respectfully advises the Staff that the Company has no business plans with respect to NFTs.
SRM
Entertainment, Inc.
June
12, 2023
Page
2
Please
do not hesitate to contact our counsel Arthur Marcus at (212) 930-9700 with any questions or comments regarding this correspondence or
on the Registration Statement, concurrently submitted herewith. Thank you.
Sincerely,
SRM
Entertainment, Inc.
By:
/s/
Richard Miller
Richard
Miller
Chief Executive
Officer
cc:
Stephany
Yang and Martin James, Securities and Exchange Commission
Arthur Marcus,
Esq., Sichenzia Ross Ference LLP