SecProbe.io

CORRESP
 1
 filename1.htm

 SAFETY
SHOT, INC.

 June
4, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 One
Station Place

 100
F Street N.E.

 Washington,
D.C. 20549-7010

 Att:
Jan Park, Esq.

 Re:
 Safety Shot, Inc.

 Registration Statement
 on Form S-1 (No. 333-287407)

 Ladies
and Gentlemen:

 The
undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1 filed with the
U.S. Securities and Exchange Commission (the "Commission") on May 19, 2025, be accelerated so that it will be made effective
at 4:30 p.m. Eastern Daylight Time on June 6, 2025, or as soon thereafter as practicable, pursuant to Rule 461(a) of the
Securities Act of 1933, as amended (the "Act").

 The
undersigned registrant hereby acknowledges that (i) should the Commission or the staff of the Commission ("Staff"), acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and (iii) the undersigned registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 The
undersigned registrant is aware of its obligations under the Act.

 Yours faithfully,

 SAFETY SHOT, INC.

 By:
 /s/
 Jarrett Boon

 Name:
 Jarrett Boon

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2025

Jarrett Boon
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477

 Re: Safety Shot, Inc.
 Registration Statement on Form S-1
 Filed May 19, 2025
 File No. 333-287407
Dear Jarrett Boon:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Arthur Marcus, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SAFETY
SHOT, INC.

 April
17, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 One
Station Place

 100
F Street N.E.

 Washington,
D.C. 20549-7010

 Re:
 Safety
 Shot, Inc.

 Registration
 Statement on Form S-1 (No. 333-284689)

 Ladies
and Gentlemen:

 The
undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1 filed with the
U.S. Securities and Exchange Commission (the "Commission") on February 4, 2025, be accelerated so that it will be made effective
at 4:30 p.m. Eastern Daylight Time on April 21, 2025, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities
Act of 1933, as amended (the "Act").

 The
undersigned registrant hereby acknowledges that (i) should the Commission or the staff of the Commission ("Staff"), acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and (iii) the undersigned registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 The
undersigned registrant is aware of its obligations under the Act.

 Yours
 faithfully,

 SAFETY
 SHOT, INC.

 By:
 /s/
 Jarrett Boon

 Name:
 Jarrett
 Boon

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 April
16, 2025

 Conlon
Danberg

 Margaret
Sawicki

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 Securities
and Exchange Commission

 100
F Street NE

 Washington,
DC 20549

 Re:
 Safety
 Shot, Inc.

 Amendment
 No. 2 to Registration Statement on Form F-1

 Submitted
 April 10, 2025

 File
 No . 333-284689

 Dear
Mr. Danberg and Ms. Sawicki:

 Safety
Shot, Inc. (the " Company ") respectfully submits this correspondence to the staff (the " Staff ")
of the United States Securities and Exchange Commission (the " Commission ") relating to the Company's
filing of Amendment No. 2 to the registration statement on Form S-1 (the " Registration Statement ") on April
10, 2025. On behalf of the Company, Sichenzia Ross Ference Carmel LLP (" we " or " our "
or " us ") is concurrently filing Amendment No. 3 to the Registration Statement (" Amendment No. 3 ").
Capitalized terms used herein but not defined herein have the definitions ascribed to them in Amendment No. 3.

 Pursuant
to the Staff's previous discussion with us, the Company respectfully refers the Staff to Yerbae auditors' consent, included
as Exhibit 23.3 in Amendment No. 3.

 If
the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact me at (212) 930-9700
or by email at amarcus@srfc.law.

 Very
 truly yours,

 Sichenzia
 Ross Ference Carmel LLP

 /s/
 Arthur Marcus, Esq.

 Arthur
 Marcus, Esq.

CORRESP
 1
 filename1.htm

 April
10, 2025

 Conlon
Danberg

 Margaret
Sawicki

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 Securities
and Exchange Commission

 100
F Street NE

 Washington,
DC 20549

 Re:
 Safety
 Shot, Inc.

 Registration
 Statement on Form F-1

 Submitted
 February 4, 2025

 File
 No . 333-284689

 Dear
Mr. Danberg and Ms. Sawicki:

 Safety
Shot, Inc. (the " Company ") respectfully submits this correspondence to the staff (the " Staff ")
of the United States Securities and Exchange Commission (the " Commission ") relating to the Company's
filing of Amendment No. 1 to the registration statement on Form S-1 (the " Registration Statement ") on April
4, 2025. On behalf of the Company, Sichenzia Ross Ference Carmel LLP (" we " or " our "
or " us ") is concurrently filing Amendment No. 2 to the Registration Statement (" Amendment No. 2 ").
Capitalized terms used herein but not defined herein have the definitions ascribed to them in Amendment No. 2.

 Pursuant
to the Company's previous discussion with us, the Company respectfully refers the Staff to the historical financial statements
of Yerbaé and the pro forma financial statements included in Amendment No. 2.

 If
the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact me at (212) 930-9700
or by email at amarcus@srfc.law.

 Very
 truly yours,

 Sichenzia
 Ross Ference Carmel LLP

 /s/
 Arthur Marcus, Esq.

 Arthur
 Marcus, Esq.

CORRESP
 1
 filename1.htm

 April
4, 2025

 Conlon
Danberg

 Margaret
Sawicki

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 Securities
and Exchange Commission

 100
F Street NE

 Washington,
DC 20549

 Re:
 Safety
 Shot, Inc.

 Registration
 Statement on Form F-1

 Submitted
 February 4, 2025

 File
 No . 333-284689

 Dear
Mr. Danberg and Ms. Sawicki:

 Safety
Shot, Inc. (the " Company ") respectfully submits this correspondence to the staff (the " Staff ,"
and such correspondence, this " Response Letter ") of the United States Securities and Exchange Commission (the
" Commission ") in response to the Commission's letter dated February 19, 2025 relating to the Company's
filing on February 4, 2025 of its registration statement on Form S-1 (the " Registration Statement "). On behalf
of the Company, Sichenzia Ross Ference Carmel LLP (" we " or " our ") is concurrently
filing Amendment No. 1 to the Registration Statement (" Amendment No. 1 "). Capitalized terms used herein but
not defined herein have the definitions ascribed to them in Amendment No. 1.

 To
facilitate your review, we have reproduced below the Commission's comments in bold italics, followed by our responses.

 Registration
Statement on February 4, 2025 filed February 4, 2025

 Cover
Page

 1.
 The cover page states you are registering the resale of up to 23,985,404 shares of common stock. However, the individual components
of the shares being registered appear to total 23,885,404 shares of common stock. Please ensure the number of shares being registered
is consistent throughout the prospectus, including in the legal opinion to be provided as Exhibit 5.1.

 In
response to the Commission's comment, the Company respectfully refers the Staff to the revised disclosures in Amendment No. 1 and
legal opinion provided in Exhibit 5.1, which now consistently disclosed the amount of shares of common stock being registered.

 Arrangement
Agreement with Yerbae Brands Corp., page 9

 2.
We note your statement that the Company entered into a definitive Arrangement Agreement with Yerbaé Brands Corp. on January 7,
2025 pursuant to which, among other things, the Company will acquire all of the issued and outstanding common shares of Yerbaé.
Please revise the Registration Statement to include financial statements of Yerbaé Brands Corp. pursuant to Rule 3-05 of Regulation
S-X and the related pro forma financial statements pursuant to Article 11 of Regulation S-X or provide us your analysis of why such information
is not required.

 In
response to the Commission's comment, the Company respectfully refers the Staff to the financial statements included in Amendment
No. 1.

 Index
to Financial Statements, page F-1

 3.
The registration statement does not appear to include a copy of the April 1, 2024 audit report from your independent registered public
accounting firm or the audited financial statements of the Company as of December 31, 2023 and 2022 and the periods then ended. Please
revise the registration statement to include this information, including discussing these periods in your Management's Discussion
and Analysis of Financial Condition and Results of Operations section. We also note the statements in the Experts section on page 69
suggesting that these financial statements are incorporated by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 2023. Please revise to clarify this information is not being incorporated by reference.

 In
response to the Commission's comment, the Company respectfully refers the Staff to the revised Management's Discussion
and Analysis of Financial Condition and "Experts" section.

 If
the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact me at (212) 930-9700
ext. 645 or by email at rcarmel@srfc.law.

 Very
 truly yours,

 Sichenzia
 Ross Ference Carmel LLP

 /s/
 Arthur Marcus, Esq.

 Arthur
 Marcus, Esq.

February 19, 2025
Jarrett Boon
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Safety Shot, Inc.
Registration Statement on Form S-1
Filed February 4, 2025
File No. 333-284689
Dear Jarrett Boon:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed February 4, 2025
Cover Page
1.The cover page states you are registering the resale of up to 23,985,404 shares of
common stock. However, the individual components of the shares being registered
appear to total 23,885,404 shares of common stock. Please ensure the number of
shares being registered is consistent throughout the prospectus, including in the legal
opinion to be provided as Exhibit 5.1.
Arrangement Agreement with Yerbae Brands Corp., page 9
We note your statement that the Company entered into a definitive Arrangement
Agreement with Yerbaé Brands Corp. on January 7, 2025 pursuant to which, among
other things, the Company will acquire all of the issued and outstanding common
shares of Yerbaé. Please revise the Registration Statement to include financial 2.

February 19, 2025
Page 2
statements of Yerbaé Brands Corp. pursuant to Rule 3-05 of Regulation S-X and the
related pro forma financial statements pursuant to Article 11 of Regulation S-X or
provide us your analysis of why such information is not required.
Index to Financial Statements, page F-1
3.The registration statement does not appear to include a copy of the April 1, 2024 audit
report from your independent registered public accounting firm or the audited
financial statements of the Company as of December 31, 2023 and 2022 and the
periods then ended. Please revise the registration statement to include this
information, including discussing these periods in your Management's Discussion and
Analysis of Financial Condition and Results of Operations section. We also note the
statements in the Experts section on page 69 suggesting that these financial statements
are incorporated by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 2023. Please revise to clarify this information is not being
incorporated by reference.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

  October 30, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Safety
    Shot, Inc.

    Form
    S-3 (as amended)

    File
    No. 333- 282315

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Safety Shot, Inc. hereby respectfully requests acceleration of
the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30
p.m. Eastern Time on November 1, 2024, or as soon as practicable thereafter.

    Very
    truly yours,

    Safety
    Shot, Inc.

    By:
    /s/
    Jarrett Boon

    Jarrett
    Boon

    Chief
    Executive Officer

CORRESP
1
filename1.htm

October
29, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Mr. Juan Grana and Ms. Margaret Sawicki

Re:
Safety Shot, Inc.

Amendment
No. 2 to Registration Statement on Form S-3

Submitted
October 17, 2024

File
No. 333- 282315

Dear
Mr. Juan Grana and Ms. Margaret Sawicki:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated October 25, 2024 (the “Comment Letter”) relating
to the amendment No. 2 to the registration statement on Form S-3, which was submitted to the Commission by Safety Shot, Inc. (the “Company”
or “we”) on October 17, 2024.

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-3/A (the “Registration Statement”) which is submitted to the
Commission simultaneously together with this letter.

Amendment
No. 2 to Registration Statement on Form S-3

Prospectus
Summary, page 3

1. We
                                            note your response to comment 2. Please revise to address the following points:

 ● We
                                            note your disclosure that you “have conducted extensive informal research and experimentation
                                            involving a substantial number of volunteers under the influence of alcohol.” Please
                                            clarify what you mean by “informal research and experimentation.”

 ● We
                                            also note your disclosure that in connection with the clinical trials “cognitive responses
                                            were measured using the Visual Analogue Scale and physical function [was] assessed at the
                                            same intervals as the blood draws and breathalyzer assessments to correlate to function.”
                                            Please revise to briefly explain how the Visual Analogue Scale is used to measure cognitive
                                            responses and explain how physical function was assessed. Please also clarify whether the
                                            Visual Analogue Scale or a different assessment was used to observe in “the pre-clinical
                                            tests that the participants showed significant improvement in motor function and reduction
                                            in slurred speech and other markers commonly associated with alcohol consumption.”
                                            Finally, please clarify how you defined significant improvement in connection with these
                                            informal tests.

 ● Finally,
                                            we note your disclosure that the “clinical trials...consisted of 36 participants that
                                            were selected through advertising of the study” and that “participants had to
                                            qualify based upon a complete medical history questionnaire, release from physicians and
                                            submitting to a standard bloodwork panel.” Of the 36 participants, please disclose
                                            the age range and, if known, participants’ reported levels of typical alcohol consumption,
                                            the range of the number of drinks consumed per participant during the trial and the range
                                            of BACs measured among the 36 participants.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 4 of the Registration Statement
for details. Specifically, the Company has amended the S-3 to (i) clarify what is meant by “informal research and experimentation”;
(ii) explain how the Visual Analogue Scale is used to measure cognitive responses and how physical function was assessed and how physical
function was observed and how significant improvement is defined; and (iii) disclosed the age range of participants, the amount of alcohol
consumed and the range of BACs measured amongst the participants

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Arthur Marcus, Esq. of
Sichenzia Ross Ference Carmel LLP at (212) 930-9700.

    Very truly
    yours,

    By:
    /s/
    Jarrett Boon

    Name:
    Jarrett Boon

October 25, 2024
Jarrett Boon
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Safety Shot, Inc.
Amendment No. 2 to Registration Statement on Form S-3
Filed October 17, 2024
File No. 333-282315
Dear Jarrett Boon:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 15, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-3
Prospectus Summary, page 3
We note your response to comment 2. Please revise to address the following points:

•We note your disclosure that you "have conducted extensive informal research
and experimentation involving a substantial number of volunteers under the
influence of alcohol." Please clarify what you mean by "informal research and
experimentation."
We also note your disclosure that in connection with the clinical trials "cognitive
responses were measured using the Visual Analogue Scale and physical function
[was] assessed at the same intervals as the blood draws and breathalyzer
assessments to correlate to function." Please revise to briefly explain how the •1.

October 25, 2024
Page 2
Visual Analogue Scale is used to measure cognitive responses and explain how
physical function was assessed. Please also clarify whether the Visual Analogue
Scale or a different assessment was used to observe in "the pre-clinical tests that
the participants showed significant improvement in motor function and reduction
in slurred speech and other markers commonly associated with alcohol
consumption." Finally, please clarify how you defined significant improvement in
connection with these informal tests.
•Finally, we note your disclosure that the "clinical trials...consisted of 36
participants that were selected through advertising of the study" and
that "participants had to qualify based upon a complete medical history
questionnaire, release from physicians and submitting to a standard bloodwork
panel." Of the 36 participants, please disclose the age range and, if known,
participants’ reported levels of typical alcohol consumption, the range of the
number of drinks consumed per participant during the trial and the range of BACs
measured among the 36 participants.
            Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at 202-551-7153
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

October
17, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Mr. Juan Grana and Ms. Margaret Sawicki

Re:
Safety Shot, Inc.

Amendment
No. 1 to Registration Statement on Form S-3

Submitted
October 11, 2024

File
No. 333- 282315

Dear
Mr. Juan Grana and Ms. Margaret Sawicki:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated October 15, 2024 (the “Comment Letter”) relating
to the amendment No. 1 to the registration statement on Form S-3, which was submitted to the Commission by Safety Shot, Inc. (the “Company”
or “we”) on October 11, 2024.

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-3/A (the “Registration Statement”) which is submitted to the
Commission simultaneously together with this letter.

Amendment
No. 1 to Registration Statement on Form S-3

Prospectus
Summary, page 3

    1.
    We
                                            note your response to comment 1, including that you plan to conduct additional research studies
                                            to assess varying dosages of the Sure Shot Dietary Supplement against body weight, gender
                                            and age, examine several current and proposed ingredients with respect to their specific
                                            role in reducing BAC and how they affect the enzymatic activity associated with the metabolism
                                            of alcohol, and examine additional markers with respect to improving post-alcohol consumption
                                            symptoms and feelings. Please discuss the timing for the commencement and completion of these
                                            planned studies, and disclose whether you have obtained a sponsor, a location, and/or have
                                            begun selecting participants for these studies.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 4 of the Registration Statement
for details.

    2.
    We
    note your response to comment 2 and your statement on page 4: “the study assumed that the participants would feel better and
    demonstrate marked improvement in cognitive skills and physical function following the consumption of the Sure Shot Dietary Supplement
    versus that of the placebo.” Please further explain how you measured this and the results. Please also further discuss the
    basis for this assumption. Please also clarify whether you conducted any additional studies or research, other than the clinical
    trial involving 36 participants, indicating that the Sure Shot Dietary Supplement can reduce a person’s BAC. We note your disclosure
    on page 4 that you “have conducted extensive research and experimentation involving a substantial number of volunteers under
    the influence of alcohol.”

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 4 of the Registration Statement
for details.

Incorporation
Of Certain Information By Reference, page 18

    3.
    We
    note your response to comment 4. Please revise to incorporate by reference all of the current reports on Form 8-K required pursuant
    to Item 12(a)(2) of Form S-3, which requires incorporation by reference of all current reports filed pursuant to Section 13(a) or
    15(d) of the Exchange Act since the end of the fiscal year covered by the registrant’s latest annual report on Form 10-K.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 18 of the Registration Statement
for details.

General

    4.
    We
    note your response to comment 5. Please discuss the transactions pursuant to which your shares of common stock being registered for
    resale were issued, including the 350,000 previously issued shares of your common stock that are not currently described.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 5 of the Registration Statement
for details. The 350,000 shares of common stock being registered were issued to Greentree Financial Group, Inc. (“Greentree”)
and L&H, Inc. (“L&H”), under the amendment agreements dated September 11, 2023, entered between the Company, Greentree
and L&H.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Arthur Marcus, Esq. of
Sichenzia Ross Ference Carmel LLP at (212) 930-9700.

    Very
    truly yours,

    By:
    /s/
    Jarrett Boon

    Name:
    Jarrett
    Boon

October 15, 2024
Jarrett Boon
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Safety Shot, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed October 11, 2024
File No. 333-282315
Dear Jarrett Boon:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 7, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-3
Prospectus Summary, page 3
1.We note your response to comment 1, including that you plan to conduct additional
research studies to assess varying dosages of the Sure Shot Dietary Supplement
against body weight, gender and age, examine several current and proposed
ingredients with respect to their specific role in reducing BAC and how they affect the
enzymatic activity associated with the metabolism of alcohol, and examine additional
markers with respect to improving post-alcohol consumption symptoms and feelings.
Please discuss the timing for the commencement and completion of these planned
studies, and disclose whether you have obtained a sponsor, a location, and/or have
begun selecting participants for these studies.

October 15, 2024
Page 2
2.We note your response to comment 2 and your statement on page 4: "the study
assumed that the participants would feel better and demonstrate marked improvement
in cognitive skills and physical function following the consumption of the Sure Shot
Dietary Supplement versus that of the placebo." Please further explain how you
measured this and the results. Please also further discuss the basis for this assumption.
Please also clarify whether you conducted any additional studies or research, other
than the clinical trial involving 36 participants, indicating that the Sure Shot Dietary
Supplement can reduce a person's BAC. We note your disclosure on page 4 that you
"have conducted extensive research and experimentation involving a substantial
number of volunteers under the influence of alcohol."
Incorporation Of Certain Information By Reference, page 18
3.We note your response to comment 4. Please revise to incorporate by reference all of
the current reports on Form 8-K required pursuant to Item 12(a)(2) of Form S-3,
which requires incorporation by reference of all current reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant's latest annual report on Form 10-K.
General
4.We note your response to comment 5. Please discuss the transactions pursuant to
which your shares of common stock being registered for resale were issued,
including the 350,000 previously issued shares of your common stock that are not
currently described.
            Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at 202-551-7153
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

October
11, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Mr. Juan Grana and Ms. Margaret Sawicki

Re:
Safety Shot, Inc.

Registration
Statement on Form S-3

Submitted
September 24, 2024

File
No. 333- 282315

Dear
Mr. Juan Grana and Ms. Margaret Sawicki:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated October 7, 2024 (the “Comment Letter”) relating
to the registration statement on Form S-3, which was submitted to the Commission by Safety Shot, Inc. (the “Company”
or “we”) on September 24, 2024.

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-3/A (the “Registration Statement”) which is submitted to the
Commission simultaneously together with this letter.

Registration
Statement on Form S-3

Prospectus
Summary, page 3

    1.
    We
    note your disclosure on page 4 that “research studies will be carried out addressing dose, ingredient selection and efficacy
    across multiple indications to help bolster product development and product offerings.” Please revise to briefly discuss these
    future research studies.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 4 of the Registration
Statement for details.

    2.
    We
                                                         note your disclosure on page 4 that you “have conducted extensive research and experimentation involving a substantial number
                                                         of volunteers under the influence of alcohol” and that you “have recently completed [y]our clinical trials of the Safety
                                                         Shot Dietary Supplement which have shown a statistically significant reduction in the BAC of the participants.” Please revise
                                                         to discuss these studies and clinical trials in further detail. In particular, please disclose the date(s) and location(s) of the
                                                         studies and trials, the sponsor(s), the number of participants, including how participants were selected, the results of the studies
                                                         and trials, including how results were measured, key assumptions, any serious adverse events, and whether statistical significance
                                                         was demonstrated, including supporting p-values, as appropriate. Please also disclose whether any of the parties involved, including
                                                         the sponsors in the studies and/or trials, are affiliates or partners of Safety Shot.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 4 of the Registration
Statement for details.

    3.
    We
    note your statement on page 6: “As of the date hereof, the Company owns five patents, including the patent (US 9,186,350 B2)
    and patent (US 10,028,991 B2) for the composition of the Safety Shot Dietary Supplement used for minimizing the harmful effects associated
    with alcohol consumption by supporting the metabolism of alcohol.” Please revise to disclose the specific products, product
    groups and technologies to which such patents relate, whether the patents are owned or licensed, the type of patent protection, expiration
    dates for such patents on an individual basis and the jurisdiction covered by each patent.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 6 of the
Registration Statement for details.

Incorporation
Of Certain Information By Reference, page 18

    4.
    Please
                                                         revise to incorporate by reference all of the current reports on Form 8-K required pursuant to Item 12(a)(2) of Form S-3.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 18 of the
Registration Statement for details.

General

    5.
    Please
    revise your disclosures to clearly discuss the securities being registered for resale on this registration statement, including the
    1,098,029 previously issued shares of common stock and the 800,000 shares of common stock issuable upon the exercise of common stock
    purchase warrants. In particular, please discuss the transactions pursuant to which these securities were issued, and file the applicable
    transaction documents as exhibits to this registration statement. We note your disclosure on page 9 that common stock was issued
    to Todd Gibson pursuant to a securities purchase agreement dated September 20, 2024, your disclosure on page 12 that common stock
    options were issued to Wall and Broad Capital pursuant to a stock option agreement dated September 6, 2024, and your disclosures
    on page 13 that you entered into loan agreements on April 20, 2022 with Greentree and L&H pursuant to which you sold warrants,
    and that on January 19, 2023, you entered into a PIPE agreement with certain purchasers.

Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 5 of the Registration
Statement for details. We have added or cross-referenced the applicable transaction documents as exhibits.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Arthur Marcus, Esq. of
Sichenzia Ross Ference Carmel LLP at (212) 930-9700.

    Very
    truly yours,

    By:
    /s/
    Jarrett Boon

    Name:
    Jarrett
    Boon

October 7, 2024
Jarrett Boon
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Safety Shot, Inc.
Registration Statement on Form S-3
Filed September 24, 2024
File No. 333-282315
Dear Jarrett Boon:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Prospectus Summary, page 3
1.We note your disclosure on page 4 that "research studies will be carried out
addressing dose, ingredient selection and efficacy across multiple indications to help
bolster product development and product offerings." Please revise to briefly discuss
these future research studies.
We note your disclosure on page 4 that you "have conducted extensive research and
experimentation involving a substantial number of volunteers under the influence of
alcohol" and that you "have recently completed [y]our clinical trials of the Safety Shot
Dietary Supplement which have shown a statistically significant reduction in the BAC
of the participants." Please revise to discuss these studies and clinical trials in further
detail. In particular, please disclose the date(s) and location(s) of the studies and trials,
the sponsor(s), the number of participants, including how participants were selected, 2.

October 7, 2024
Page 2
the results of the studies and trials, including how results were measured, key
assumptions, any serious adverse events, and whether statistical significance was
demonstrated, including supporting p-values, as appropriate. Please also disclose
whether any of the parties involved, including the sponsors in the studies and/or trials,
are affiliates or partners of Safety Shot.
3.We note your statement on page 6: "As of the date hereof, the Company owns five
patents, including the patent (US 9,186,350 B2) and patent (US 10,028,991 B2) for
the composition of the Safety Shot Dietary Supplement used for minimizing the
harmful effects associated with alcohol consumption by supporting the metabolism of
alcohol." Please revise to disclose the specific products, product groups and
technologies to which such patents relate, whether the patents are owned or licensed,
the type of patent protection, expiration dates for such patents on an individual basis
and the jurisdiction covered by each patent.
Incorporation Of Certain Information By Reference, page 18
4.Please revise to incorporate by reference all of the current reports on Form 8-K
required pursuant to Item 12(a)(2) of Form S-3.
General
5.Please revise your disclosures to clearly discuss the securities being registered for
resale on this registration statement, including the 1,098,029 previously issued shares
of common stock and the 800,000 shares of common stock issuable upon the exercise
of common stock purchase warrants. In particular, please discuss the transactions
pursuant to which these securities were issued, and file the applicable transaction
documents as exhibits to this registration statement. We note your disclosure on page
9 that common stock was issued to Todd Gibson pursuant to a securities purchase
agreement dated September 20, 2024, your disclosure on page 12 that common stock
options were issued to Wall and Broad Capital pursuant to a stock option agreement
dated September 6, 2024, and your disclosures on page 13 that you entered into loan
agreements on April 20, 2022 with Greentree and L&H pursuant to which you sold
warrants, and that on January 19, 2023, you entered into a PIPE agreement with
certain purchasers.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

October 7, 2024
Page 3
            Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at 202-551-7153
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

February
12, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Safety
    Shot, Inc. (CIK: 0001760903)

    Post-Effective
    Amendment Registration Statement on Form S-1 File No. 333-258005 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Safety Shot, Inc. hereby requests the acceleration of the effective date of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. Eastern Time, February 13, 2024, or as soon thereafter as practicable.

    Safety
    Shot, Inc.

    By:

    /s/
    Brian S. John

    Name:
     Brian S. John

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Safety
Shot Inc.

1061
E. Indiantown, Suite 110 Jupiter, FL 33477

February
9, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Juan Grana and Abby Adams

    RE:
    Safety
    Shot, Inc.

    Info:
    Post-Effective
    Amendment No. 6 on Form S-1

    Filed
    February 5, 2024

    File
    No. 333-258005

Dear
Juan Grana and Abby Adams:

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 February 8, 2024 (the “Comment Letter”) relating
to Post-Effective Amendment No. 6 on Form S-1, which was submitted to the Commission by Safety Shot, Inc. (the “Company”
or “we”) on February 5, 2024.

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 Post-Effective Amendment No. 7 Registration Statement on Form S-1 (the “Registration Statement”)
which is submitted to the Commission simultaneously together with this letter.

Post-Effective
Amendment No. 5 to Form S-1

Summary,
page 3

    1.
    We
    note your disclosure concerning the written complaint sent by Bigger Capital Fund, L.P. Please revise to disclose the allegations
    or claims.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see the disclosure in page 47
    where we have added disclosure to discuss Bigger Capital’ allegations and claim. Pursuant to the oral comment issued with respect
    to Coachella , the Company has added disclosure regarding the AEG (Coachella) lawsuit. The Company believes that it will settle this
    matter but has not as of today done so accordingly the disclosure on the lawsuit was added. The Company does not believe that the
    lawsuit will have a material effect on the Company.

General

    2.
    We
    note your response to prior comment 3, which we reissue in part. With respect to NoStingz, clarify if the claims related to repelling
    jellyfish venom and protecting from sea lice also fall within the definition of cosmetics. With respect to SS-100, revise to further
    clarify how SS-100 would be characterized as a drug in contrast to Safety Shot, which you characterize as a dietary/nutritional supplement.
    In addition, please disclose additional information to clarify the basis for your statement that SS-100 would qualify for Orphan
    Drug Designation to treat Acute Alcohol Poisoning. For example, clarify how Acute Alcohol Poisoning meets the FDA’s definition
    of a Rare Disease. Please also revise the Government Regulation section to clarify the process for seeking FDA approval of a drug
    and for obtaining Orphan Drug Designation.

    Response:
    We acknowledge Staff’s comment, and respectfully submit that we do not see any reference to NoStingz as a cosmetic product.
    However, we confirm that NoStingz falls within the definition of a sunscreen product which is what NoStingz is classified.

    We
    have clarified how SS-100 would be characterized as a drug in contrast to the Safety Shot Beverage. See pages 4 and 8 of the registration
    statement.

    We
    have added disclosure to clarify the basis for the statement that SS-100 would qualify for Orphan Drug Designation to treat Acute
    Alcohol poisoning. See pages 4 and 8 of the registration statement.

    We
    have clarified how Acute Alcohol Poisoning meets the definition of a Rare Disease which is a disease which affects less than 200,000
    people within the country. See page 4, 31 and 43 of the Registration Statement.

    We
    have revised the Government Regulation section to clarify the process for seeking FDA approval of a drug and for obtaining Orphan
    Drug Designation. See pages 8 and 46 of the Registration Statement.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srf.law
with any questions or comments regarding this correspondence. We would also welcome the opportunity to walk through the filing today
with you to confirm that we have answered all of your questions to your satisfaction and that we can request effectiveness of the Registration
Statement. Thank you.

    Sincerely,

    Safety
    Shot, Inc.

    By:
    /s/
    Brian John

    Brian
    John

    Chief
    Executive Officer

United States securities and exchange commission logo
February 8, 2024
Brian S. John
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Safety Shot, Inc.
Post-Effective Amendment No. 6 on Form S-1
Filed February 5, 2024
File No. 333-258005
Dear Brian S. John:
            We have conducted a limited review of the post-effective amendment to your registration
statement and have the following comments.
            Please respond to this letter by filing a post-effective amendment and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment and the information you provide in response to this
letter, we may have additional comments.
Post-Effective Amendment No. 6 to Form S-1
Our Business
Legal Proceedings, page 47
1.We note your disclosure concerning the written complaint sent by Bigger Capital Fund,
L.P. Please revise to disclose the allegations or claims.
General
2.We note your response to prior comment 3, which we reissue in part. With respect to
NoStingz, clarify if the claims related to repelling jellyfish venom and protecting from sea
lice also fall within the definition of cosmetics. With respect to SS-100, revise to further
clarify how SS-100 would be characterized as a drug in contrast to Safety Shot, which you
characterize as a dietary/nutritional supplement. In addition, please disclose additional
information to clarify the basis for your statement that SS-100 would qualify for Orphan
Drug Designation to treat Acute Alcohol Poisoning. For example, clarify how Acute

 FirstName LastNameBrian S. John
 Comapany NameSafety Shot, Inc.
 February 8, 2024 Page 2
 FirstName LastName
Brian S. John
Safety Shot, Inc.
February 8, 2024
Page 2
Alcohol Poisoning meets the FDA’s definition of a Rare Disease. Please also revise the
Government Regulation section to clarify the process for seeking FDA approval of a drug
and for obtaining Orphan Drug Designation.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date.
            Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at 202-551-7153 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

Safety
Shot Inc.

1061
E. Indiantown, Suite 110 Jupiter, FL 33477

February
5, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Juan Grana and Abby Adams

    RE:
    Safety
    Shot, Inc.

    Info:
    Post-Effective
    Amendment No. 5 on Form S-1

    Filed
    January 23, 2024

    File
    No. 333-258005

Dear
Juan Grana and Abby Adams:

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 February 1, 2024 (the “Comment Letter”) relating
to Post-Effective Amendment No. 5 on Form S-1, which was submitted to the Commission by Safety Shot, Inc. (the “Company”
or “we”) on January 23, 2024.

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 Post-Effective Amendment No. 6 Registration Statement on Form S-1 (the “Registration Statement”)
which is submitted to the Commission simultaneously together with this letter.

Post-Effective
Amendment No. 5 to Form S-1

Summary,
page 3

    1.
    We
    note your disclosure on page 4 that JW-500 was born out of clinical trials and that you have plans for additional clinical trials
    of JW-500 in the second half of 2024. We also note your disclosure on page 8 that “JW 500, JW700, and Photocil are cosmetic
    products and do not require clinical trials.” Please revise your disclosure to reconcile this discrepancy and to clarify whether
    JW-500 requires FDA approval.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment, please see pages 4, 31 and 43
    of the Registration Statement for further details. Please note that JW-500 was “born out of clinical trials where certain
    other observations were made regarding nipple sensitivity but JW-500 is classified as a cosmetic product.that does not require FDA
    approval but we have clarified throughout. JW-700 and Photocil are also classified as cosmetic products.

General

    2.
    We
                                            note your revised disclosure and response to comment 11 and reissue the comment. Please revise
                                            your disclosure to discuss the current status of commercialization of each of your products,
                                            in particular: Photocil, JW-700, and JW-500. For example, please discuss each country where
                                            Photocil and JW-700 are currently offered, and clarify whether JW-500 is still under development
                                            and is not being offered to consumers. In this regard, please also note:

    ●
    Your disclosure still contains statements of safety and efficacy for products that have not been
    approved by the FDA or similar foreign regulators. For example, on page 42 you state “[t]hese tests employed breathalyzers,
    providing conclusive evidence of the Safety Shot Beverage’s effectiveness. While these endeavors have demonstrated the product’s
    reliability, the Company is presently engaged in a formal double-blinded placebo-controlled clinical trial to further substantiate
    its findings, exemplifying a commitment to rigorous scientific validation.” We remind you that safety and efficacy are determinations
    that are solely within the authority of the FDA or similar foreign regulators. As such, please revise your disclosure to remove any
    statements of safety and efficacy for any products that have not been approved by the FDA or similar foreign regulators.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment, please see pages 4, 31 and 43
    of the Registration Statement for further details. We have clarified that JW-700 and Photocil are sold in India and explained the
    status of efforts to commercialize these products in the US. We have revised the disclosure to remove references to safety and efficacy.
    With respect thereto, we are referring to breathalyzers being an effective tool to measure blood alcohol levels as that is the prevailing
    test to do so and is used by law enforcement to determine blood alcohol levels.

    3.
    We
                                            reissue comment 5 as it relates to the regulations applicable to your products. For Safety
                                            Shot and your other products, please further clarify the government regulations, and specifically
                                            identify the particular category you believe each falls within under the regulation of the
                                            FDA (drug, medical device, dietary supplement, food additive, etc.), revise the Government
                                            Regulation section to provide materially complete discussions of all regulations addressed
                                            on page 8, revise to eliminate disclosures throughout the document that are inconsistent
                                            with your position regarding the applicable government regulations,
                                            and disclose the regulatory category for each in your product roadmap on page 43 and in the
                                            Government Regulation section. We note the following:

    ●
    You take the position that Safety Shot is a food additive, but continue to make statements implying
    that Safety Shot is a drug (intended to treat, diagnose, cure, or prevent a disease) or a dietary supplement. We note, for example,
    the disclosure on page 42 that Safety Shot “is crafted to streamline the body’s detoxification process from alcohol,
    employing a thoughtfully selected combination of vitamins, minerals, and nootropics to enhance rehydration and
    mental clarity. Noteworthy is the fact that the Safety Shot Beverage comprises 28 active ingredients, all falling under the Generally
    Regarded As Safe (GRAS) category.” We also note the statements made in the backgrounds of Directors Boon and Gulyas, former
    executives with GBB Drink Lab.

    ●
    You disclose on page 4 and elsewhere that NoStingz is an “effective barrier” and “as
    product contains ingredients with well established safety profiles it does not require FDA approval.” You also describe it
    as a barrier to UVA/UVB and include it within the category of “sun screen products.” On page 8 you state that it falls
    within the category of cosmetics. Clarify if the claims related to repelling jellyfish venom and protecting from sea lice also fall
    within the definition of cosmetics.

    ●
    Revise to further clarify how SS-100 would be characterized as a drug in contrast to Safety Shot,
    which you characterize as a food additive. In addition, please disclose additional information to clarify the basis for your statement
    that SS-100 would qualify for Orphan Drug Designation to treat Acute Alcohol Poisoning. For example, clarify how Acute Alcohol Poisoning
    meets the FDA’s definition of a Rare Disease. Also clarify the significance of Orphan Drug Designation. Please also revise
    the Government Regulation section to clarify the process for seeking FDA approval of a drug and for obtaining Orphan Drug Designation.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment, please see pages 8 and 46
    of the Registration Statement for further details. We note that Photocil, JW-500 and JW-700 are each classified as cosmetic products.
    The Photocil packaging and ingredients were approved by the FDA and issued NDC number: 82301-001-001 (Atopic Dermatitis); 82301-002-001
    (Psoriasis); 82301-003-001 (Vitiligo), enabling them to be sold as OTC products. NoStingz is classified as a sunscreen product
    and Safety Shot Beverage is classified as a dietary supplement. We have removed the references from the bios of Mr. Gulyas and Mr.
    Boon. We believe that SS-100 would be classified as a drug. We explain in the S-1 as revised, that the timing of the plan to file
    an IND for SS-100 is dependent on the clinical trials of the Safety Shot Beverage and the feedback that the Company receives from
    the FDA in a Pre-IND meeting.

    4.
    We
    note the recent filing pursuant to Item 7.01 of Form 8-K that included your January 17, 2024 press release regarding the lawsuit
    between GBB Lab, Inc. and FSD Pharma. Please revise the document, including the disclosure in Recent Developments, to disclose your
    relationship to GBB Labs, Inc., which is your subsidiary, as disclosed in Recital B of the asset purchase agreement filed as Exhibit
    10.26. Please revise the disclosure throughout this document to clarify the references to “GBB”, including to which entity
    you refer. Please also revise the document to identify the proceedings and disclose the nature and stage of the proceedings and relief
    sought. Clarify FSD Pharma’s relationship with GBB Labs, Inc. or FSD Pharma, as applicable, pursuant to which the NDA was executed.
    Clarify the potential impact on your product and company if GBB Labs is not successful in the litigation. In addition, please revise
    your beneficial ownership table to disclose the 5 million shares issued to GBB Drink Labs in connection with the asset purchase agreement,
    as disclosed on page 7, and clarify which, if any, of your directors beneficially own those shares.

    Response:
    The Company is not a party to the lawsuit between GBB Lab, Inc. and FSD Pharma. GBB Labs, Inc referred to in Recital B is an
    acquisition subsidiary formed to acquire certain assets of GBB Drink Labs, Inc. related to the Safety Shot Beverage. GBB Drink Labs
    Inc. is a private company incorporated in Florida that continues on with other ventures. The Company has no ownership of this entity
    which brought the lawsuit against FSD Pharma and does not believe an adverse outcome would be material to the Company’s business.
    The reason that the Company filed the 8-K was because FSD has repeatedly unlawfully “tagged” the Company’s stock
    in its press releases despite the fact that the Company is not a party to such suit. We have indicated the number of shares that
    Mr. Gulyas and Mr. Boon, who are both directors received out of the total of 5,000,000 shares that the Company issued in the acquisition
    of the assets in both the Principal Stockholder table and in the Certain Transactions section.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srf.law
with any questions or comments regarding this correspondence. We would also welcome the opportunity to have a call to discuss our responses
with you to ensure that you are satisfied that this new amendment addresses all of your comments which we believe it does. We would
like to immediately schedule a call with you to walk you through our responses. Thank you.

    Sincerely,

    Safety
    Shot, Inc.

    By:
    /s/
    Brian John

    Brian
    John

    Chief
    Executive Officer

United States securities and exchange commission logo
February 1, 2024
Brian S. John
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Safety Shot, Inc.
Post-Effective Amendment No. 5 on Form S-1
Filed January 23, 2024
File No. 333-258005
Dear Brian S. John:
            We have conducted a limited review of the post-effective amendment to your registration
statement and have the following comments.
            Please respond to this letter by filing a post-effective amendment and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment and the information you provide in response to this
letter, we may have additional comments.
Post-Effective Amendment No. 5 to Form S-1
Summary, page 3
1.We note your disclosure on page 4 that JW-500 was born out of clinical trials and that you
have plans for additional clinical trials of JW-500 in the second half of 2024. We also note
your disclosure on page 8 that "JW 500, JW700, and Photocil are cosmetic products and
do not require clinical trials." Please revise your disclosure to reconcile this discrepancy
and to clarify whether JW-500 requires FDA approval.
General
2.We note your revised disclosure and response to comment 11 and reissue the
comment. Please revise your disclosure to discuss the current status of commercialization
of each of your products, in particular: Photocil, JW-700, and JW-500. For example,
please discuss each country where Photocil and JW-700 are currently offered, and clarify
whether JW-500 is still under development and is not being offered to consumers. In this

 FirstName LastNameBrian S. John
 Comapany NameSafety Shot, Inc.
 February 1, 2024 Page 2
 FirstName LastNameBrian S. John
Safety Shot, Inc.
February 1, 2024
Page 2
regard, please also note:

•Your disclosure still contains statements of safety and efficacy for products that have
not been approved by the FDA or similar foreign regulators. For example, on page 42
you state "[t]hese tests employed breathalyzers, providing conclusive evidence of the
Safety Shot Beverage’s effectiveness. While these endeavors have demonstrated the
product’s reliability, the Company is presently engaged in a formal double-blinded
placebo-controlled clinical trial to further substantiate its findings, exemplifying a
commitment to rigorous scientific validation." We remind you that safety and
efficacy are determinations that are solely within the authority of the FDA or similar
foreign regulators. As such, please revise your disclosure to remove any statements of
safety and efficacy for any products that have not been approved by the FDA or
similar foreign regulators.
3.We reissue comment 5 as it relates to the regulations applicable to your products. For
Safety Shot and your other products, please further clarify the government regulations,
and specifically identify the particular category you believe each falls within under the
regulation of the FDA (drug, medical device, dietary supplement, food additive, etc.),
revise the Government Regulation section to provide materially complete discussions of
all regulations addressed on page 8, revise to eliminate disclosures throughout the
document that are inconsistent with your position regarding the applicable government
regulations, and disclose the regulatory category for each in your product roadmap on
page 43 and in the Government Regulation section. We note the following:

•You take the position that Safety Shot is a food additive, but continue to make
statements implying that Safety Shot is a drug (intended to treat, diagnose, cure, or
prevent a disease) or a dietary supplement. We note, for example, the disclosure on
page 42 that Safety Shot "is crafted to streamline the body’s detoxification process
from alcohol, employing a thoughtfully selected combination of vitamins, minerals,
and nootropics to enhance rehydration and mental clarity. Noteworthy is the fact that
the Safety Shot Beverage comprises 28 active ingredients, all falling under the
Generally Regarded As Safe (GRAS) category." We also note the statements made in
the backgrounds of Directors Boon and Gulyas, former executives with GBB Drink
Lab.
•You disclose on page 4 and elsewhere that NoStingz is an "effective barrier" and "as
product contains ingredients with well established safety profiles it does not require
FDA approval." You also describe it as a barrier to UVA/UVB and include it within
the category of "sun screen products." On page 8 you state that it falls within the
category of cosmetics. Clarify if the claims related to repelling jellyfish venom and
protecting from sea lice also fall within the definition of cosmetics.
•Revise to further clarify how SS-100 would be characterized as a drug in contrast to
Safety Shot, which you characterize as a food additive. In addition, please
disclose additional information to clarify the basis for your statement that SS-100
would qualify for Orphan Drug Designation to treat Acute Alcohol Poisoning. For

 FirstName LastNameBrian S. John
 Comapany NameSafety Shot, Inc.
 February 1, 2024 Page 3
 FirstName LastName
Brian S. John
Safety Shot, Inc.
February 1, 2024
Page 3
example, clarify how Acute Alcohol Poisoning meets the FDA's definition of a Rare
Disease. Also clarify the significance of Orphan Drug Designation. Please also revise
the Government Regulation section to clarify the process for seeking FDA approval
of a drug and for obtaining Orphan Drug Designation.
4.We note the recent filing pursuant to Item 7.01 of Form 8-K that included your January
17, 2024 press release regarding the lawsuit between GBB Lab, Inc. and FSD
Pharma. Please revise the document, including the disclosure in Recent Developments, to
disclose your relationship to GBB Labs, Inc., which is your subsidiary, as disclosed in
Recital B of the asset purchase agreement filed as Exhibit 10.26. Please revise the
disclosure throughout this document to clarify the references to "GBB", including
to which entity you refer. Please also revise the document to identify the proceedings and
disclose the nature and stage of the proceedings and relief sought. Clarify FSD Pharma's
relationship with GBB Labs, Inc. or FSD Pharma, as applicable, pursuant to which the
NDA was executed. Clarify the potential impact on your product and company if GBB
Labs is not successful in the litigation. In addition, please revise your beneficial ownership
table to disclose the 5 million shares issued to GBB Drink Labs in connection with the
asset purchase agreement, as disclosed on page 7, and clarify which, if any, of your
directors beneficially own those shares.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date.
            Please contact Juan Grana at 202-551-6034 or Abby Adams at 202-551-6902 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

Safety
Shot Inc.

1061
E. Indiantown, Suite 110 Jupiter, FL 33477

January
23, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Juan Grana and Abby Adams

    RE:
    Safety Shot, Inc.

    Info:
    Post-Effective Amendment No. 4 on Form S-1

    Filed January 12, 2024

    File No. 333-258005

Dear
Juan Grana and Abby Adams:

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 January 19, 2024 (the “Comment Letter”) relating
to Post-Effective Amendment No. 4 on Form S-1, which was submitted to the Commission by Safety Shot, Inc. (the “Company”
or “we”) on January 12, 2024.

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 Post-Effective Amendment No. 5 Registration Statement on Form S-1 (the “Registration Statement”)
which is submitted to the Commission simultaneously together with this letter.

Post-Effective
Amendment No. 4 to Form S-1

Prospectus
Summary, page 4

    1.
    We note your revised
    disclosure and response to comment 3 and reissue the comment. Please revise the statement on page 4 that your brand is synonymous
    with standards of excellence to provide the basis, to the extent material, for your belief. The basis for these statements and the
    brand to which you refer is unclear where the company purchased the Safety Shot beverage from GBB Drink Lab in August 2023, thereafter
    adopted the Safety Shot name, and did not launch commercial sales of Safety Shot until December 2023.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment to eliminate statements of this nature.
    Please see pages 3, 4, 30 and 42 of the Registration Statement. In consideration of the Staff’s comment, we further
    clarify we have revised the Registration Statement to say “the Safety Shot Beverage” when referring to the product,
    and whenever we state “Safety Shot” we refer to the Company. We apologize for the confusion..

Management’s
Discussion And Analysis Of Financial Condition And Results Of Operations

Liquidity
and Capital Resources, page 42

    2.
    We note your revised
    disclosure in response to comment 4 and reissue the comment. Please revise to identify any known trends or any known demands, commitments,
    events or uncertainties that will result in or that are reasonably likely to result in your liquidity increasing or decreasing in
    any material way. If a material deficiency is identified, indicate the course of action that you have taken or propose to take to
    remedy the deficiency, as required by Item 303(b)(1) of Regulation S-K.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. The Company’s contractual commitments
    are fairly limited, mostly consisting of salaries and rent, plus expenses of limited planned clinical testing. The Company anticipates
    that its primary need for capital will be to build inventory of the Safety Shot beverage and to a lesser extent for sales and marketing.
    The Company has purchased additional inventory which is being prepared to be sold online in the very short term. The Company
    expects to utilize the proceeds, assuming sale of the products, to fund ongoing inventory needs. . Please see page 42 of the
    Registration Statement for details.

    3.
    We note your revised
    disclosure in response to comment 5. Please revise this section to clarify for what products you experienced reduced sales and what
    inventory was written off as discontinued or expired. In addition, please revise the last paragraph of page 3 of the summary, where
    you discuss how you generate your revenue, to clarify for to which products you refer and whether those statements are aspirational
    given the status of the launch of Safety Shot. In addition, it appears you should revise the disclosure on page 3 to balance the
    information with that included in this section, including your reduced revenue and sales related to reduced consumer demand and the
    costs of writing off discontinued and expired inventory.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. The products which the Company experienced
    declining sales in were primarily CBD products which the Company saw decreased demand for and stopped selling as a result of changing
    regulatory rules. The Company believes that this decline was synonymous with the overall decline in the market for CBD products.
    During the third quarter, the Company wrote off its remaining CBD inventory as well as some expired No Stingz inventory. The Company
    does not believe that the write offs are material and as stated above the amount of CBD sales were minimal. We have made it clear
    that going forward, our revenues will be largely derived from the sale of the Safety Shot Beverage, as well as some lesser
    revenues derived from licensing Photocill, JW 500 and JW 700. Please see pages 3, 39, 40 and 41 of the Registration
    Statement for details.

General

    4.
    We
note your revised disclosure and response to comment 11 and reissue the comment. Please revise your disclosure to discuss the current
status of development and commercialization of each of your products, including but not limited to: Safety Shot, SS- 100, Photocil, JW-700,
JW-500, and NoStingz. For example, please discuss where each product is offered and also disclose any plans, including timelines, to
sell your products in the U.S. In this regard, please also note:

    ●
    Your disclosure still contains statements of safety and efficacy for products that have not been approved by the FDA or similar foreign
    regulators. For example, on page 5, you continue to describe “extensive research and experimentation” and your “findings”
    and what the product “has demonstrated”. On page 42, you state that independent tests validate Safety Shot’s ability
    to reduce alcohol in the bloodstream. We remind you that safety and efficacy are determinations that are solely within the authority
    of the FDA or similar foreign regulators. As such, please revise your disclosure to remove any statements of safety and efficacy
    for any products that have not been approved by the FDA or similar foreign regulators.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see pages 42 and 43
    of the Registration Statement for details. We have added a product development chart to help organize the disclosure. We have
    revised the disclosure to remove statements regarding safety and efficacy for any products which have not been approved by the FDA
    or similar foreign regulators.

    5.
    We
    note your revised disclosure and response to comment 12 and reissue the comment. Please revise your disclosure to discuss the regulatory
    approvals of each of your products, including but not limited to: Safety Shot, SS-100, Photocil, JW-700, JW-500, and NoStingz. For
    example, please discuss whether you require, have applied for, and/or have received any regulatory approvals, both in the U.S. or
    internationally, in connection with each of these products. To the extent that your products do not require regulatory approvals,
    please note that in your disclosure, including an explanation as to why they do not require regulatory approval. In addition:

    ●
    Please disclose the timing of your current plans to file an IND application with the FDA for the modified version of Safety Shot,
    SS-100. Please also generally advise on the status of development of SS-100.

    ● For the prospective study
    currently disclosed on page 44, clarify the significance, if any, of approval of the study by the Institutional Review Board.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 43 of the Registration
    Statement for details. We have added a tabular description of the product timeline for each product for further clarification. We
    have clarified the significance of the approval by the Institutional Review Board without which you can’t undertake human trials.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srf.law
with any questions or comments regarding this correspondence. Thank you.

    Sincerely,

    Safety Shot, Inc.

    By:
    /s/ Brian
    John

    Brian John

    Chief Executive Officer

United States securities and exchange commission logo
January 19, 2024
Brian S. John
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Safety Shot, Inc.
Post-Effective Amendment No. 4 on Form S-1
Filed January 12, 2024
File No. 333-258005
Dear Brian S. John:
            We have conducted a limited review of the post-effective amendment to your registration
statement and have the following comments.
            Please respond to this letter by filing a post-effective amendment and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment and the information you provide in response to this
letter, we may have additional comments.
Post-Effective Amendment No. 4 to Form S-1
Prospectus Summary, page 4
1.We note your revised disclosure and response to comment 3 and reissue the comment.
Please revise the statement on page 4 that your brand is synonymous with standards of
excellence to provide the basis, to the extent material, for your belief.  The basis for these
statements and the brand to which you refer is unclear where the company purchased the
Safety Shot beverage from GBB Drink Lab in August 2023, thereafter adopted the Safety
Shot name, and did not launch commercial sales of Safety Shot until December 2023.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Liquidity and Capital Resources, page 42
2.We note your revised disclosure in response to comment 4 and reissue the
comment. Please revise to identify any known trends or any known demands,
commitments, events or uncertainties that will result in or that are reasonably likely to

 FirstName LastNameBrian S. John
 Comapany NameSafety Shot, Inc.
 January 19, 2024 Page 2
 FirstName LastNameBrian S. John
Safety Shot, Inc.
January 19, 2024
Page 2
result in your liquidity increasing or decreasing in any material way. If a material
deficiency is identified, indicate the course of action that you have taken or propose to
take to remedy the deficiency, as required by Item 303(b)(1) of Regulation S-K.
3.We note your revised disclosure in response to comment 5.  Please revise this section to
clarify for what products you experienced reduced sales and what inventory was written
off as discontinued or expired.  In addition, please revise the last paragraph of page 3 of
the summary, where you discuss how you generate your revenue, to clarify for to which
products you refer and whether those statements are aspirational given the status of the
launch of Safety Shot.  In addition, it appears you should revise the disclosure on page 3
to balance the information with that included in this section, including your reduced
revenue and sales related to reduced consumer demand and the costs of writing off
discontinued and expired inventory.
General
4.We note your revised disclosure and response to comment 11 and reissue the
comment. Please revise your disclosure to discuss the current status of development and
commercialization of each of your products, including but not limited to: Safety Shot, SS-
100, Photocil, JW-700, JW-500, and NoStingz. For example, please discuss where each
product is offered and also disclose any plans, including timelines, to sell your products in
the U.S. In this regard, please also note:

•Your disclosure still contains statements of safety and efficacy for products that have
not been approved by the FDA or similar foreign regulators. For example, on page 5,
you continue to describe "extensive research and experimentation" and your
"findings" and what the product "has demonstrated".  On page 42, you state that
independent tests validate Safety Shot's ability to reduce alcohol in the
bloodstream. We remind you that safety and efficacy are determinations that are
solely within the authority of the FDA or similar foreign regulators. As such, please
revise your disclosure to remove any statements of safety and efficacy for any
products that have not been approved by the FDA or similar foreign regulators.
5.We note your revised disclosure and response to comment 12 and reissue the comment.
Please revise your disclosure to discuss the regulatory approvals of each of your products,
including but not limited to: Safety Shot, SS-100, Photocil, JW-700, JW-500, and
NoStingz. For example, please discuss whether you require, have applied for, and/or have
received any regulatory approvals, both in the U.S. or internationally, in connection with
each of these products. To the extent that your products do not require regulatory
approvals, please note that in your disclosure, including an explanation as to why they do
not require regulatory approval. In addition:

•Please disclose the timing of your current plans to file an IND application with the
FDA for the modified version of Safety Shot, SS-100. Please also generally advise on
the status of development of SS-100.

 FirstName LastNameBrian S. John
 Comapany NameSafety Shot, Inc.
 January 19, 2024 Page 3
 FirstName LastName
Brian S. John
Safety Shot, Inc.
January 19, 2024
Page 3

•For the prospective study currently disclosed on page 44, clarify the significance, if
any, of approval of the study by the Institutional Review Board.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date.
            Please contact Juan Grana at 202-551-6034 or Abby Adams at 202-551-6902 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

Safety
Shot Inc.

1061
E. Indiantown, Suite 110 Jupiter, FL 33477

January
12, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Juan Grana and Abby Adams

    RE:
    Safety
    Shot, Inc.

    Info:
    Post-Effective
    Amendment No. 3 on Form S-1

    Filed
    December 27, 2023

    File
    No. 333-258005

Dear
Juan Grana and Abby Adams:

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 January 9, 2024 (the “Comment Letter”) relating
to Post-Effective Amendment No. 3 on Form S-1, which was submitted to the Commission by Safety Shot, Inc. (the “Company”
or “we”) on December 27, 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 Post-Effective Amendment No. 4 Registration Statement on Form S-1 (the “Registration Statement”)
which is submitted to the Commission simultaneously together with this letter.

Post-Effective
Amendment No. 3 to Form S-1

Prospectus
Summary, page 3

    1.
    We
    note your disclosure on page 3 that you “launched Safety Shot in December 2023.” We also note your disclosure on page
    4 that “Safety Shot plans to launch initially online and through Amazon in the near future and plans to launch in Big Box stores
    in 2024.” Please revise your disclosure to clarify this discrepancy and to discuss the current production status and commercialization
    of Safety Shot.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see pages 3 and 4
    of the Registration Statement for details. Note that Safety Shot launched in December on Amazon and the Company’s website.
    It plans to launch in big box stores during the first quarter of 2014. We have revised the disclosure throughout to clarify.

    2.
    We
    note your disclosure that you have signed agreements to license JW-700 to Taisho and JW-700 and Photocil products to Cosmofix Technovation
    Pvt Ltd and Sanpellegrino Cosmetics. As these appear to be material to your business, please revise to disclose the material terms
    of these agreements. Refer to Item 101(h)(4) of Regulation S-K. To the extent your company is substantially dependent on these contracts,
    please file them as exhibits to the registration statement, or tell us why you believe you are not required to do so. Refer to Item
    601(b)(10)(ii)(B) of Regulation S-K. To the extent these contracts are not material, please refrain from highlighting them in the
    summary.

    Response:
    We have revised the Registration Statement by removing the discussion of the license agreements from the Summary and describing
    the terms in the Business section in accordance with the Staff’s comment. Please see pages 31 and 43 of the Registration
    Statement for details. We have filed the agreements as exhibits to the S-1 although the Company does not believe that they are substantially
    dependent on these contracts. . These contracts were acquired by the Company as part of a small acquisition and the Company believes
    that these licensing agreements can generate revenues for the Company with minimal cost to the Company. As noted, the Company’s
    primary emphasis going forward will be the commercialization of Safety Shot.

    3.
    We
                                                         note your disclosure on page 3 regarding positioning the “Company as a leader in the dynamic and growing market for
                                                         nutritional supplements” and on page 4 regarding your standing in the market and that your brand is synonymous with standards
                                                         of excellence. We also note your disclosure on page 6 that “Safety Shot stands as a unique product in its category, unrivaled
                                                         by any other company.” Please revise your disclosure to clarify the markets to which you refer and the standards by which you
                                                         assess your relative position. To the extent that some of these statements are intended to be qualified to your belief, please
                                                         revise your disclosure to state this and the basis, to the extent material, for your belief.

    Response:
    We have revised the Registration Statement throughout in accordance with the Staff’s comment to either remove such statements
    or to qualify them..

Management’s
Discussion And Analysis Of Financial Condition And Results Of Operations

Results
of Operations, page 39

    4.
    We
    note your revised disclosure in response to comment 1. We note the auditor’s opinion raising substantial doubt about your ability
    to continue as a going concern. Please revise this discussion to provide more specific information required by Item 303(b)(1) of
    Regulation S-K, including your ability and plans to generate cash and whether you will have sufficient funds to meet your obligations,
    both in the short and long term. For example, please clarify how long you believe your current cash would fund your operations.

    Response:
    We have added disclosure regarding the Company’s ability to continue as a going concern. The Company’s primary capital
    requirement is to generate significant inventory of the Safety Shot beverage. The Company has pre-paid for some inventory and anticipates
    that revenues will be generated from sales of the inventory but can’t be certain of that. In the event that the Company does
    not have sufficient capital to fund its operations, it may be required to raise capital through the sale of equity or debt. In addition,
    there is a possibility of warrant exercises that would give it additional capital. As well as the Company’s ability to sell
    shares of SRM or its shares of Chijet that it owns. As discussed on our call, because of the timing of the filing in relation
    to the due date of our Form 10-K for the year ended December 31, 2023, we are not able to publicly give our current cash position.
    As discussed and as is customary, the Company’s auditors will make the determination as to whether to issue a going concern
    before the financials are released in March.

    5.
    We
    note the revised financial statements in response to prior comments 4 and 5. Please revise your discussion of period-to-period changes
    in your results of operations to explain and quantify the factors that contributed to changes in your results of operations. For
    example, you note on page 39 that you “generated $11,877 in revenues for the three months ended September 30, 2023 compared
    to $85,467 revenues in the three months ended September 30, 2022” but do not explain why your revenues decreased from 2022
    to 2023. Refer to Item 303 of Regulation S-K.

    Response:
    We have revised the Results of Operations to disclose the reasons for the changes in performance from the corresponding period
    of 2022. See pages 39 and 40 of the Registration Statement for details.

Executive
And Director Compensation, page 54

    6.
    Please
    revise your executive and director compensation disclosures to include the information required by Item 402 of Regulation S-K for
    fiscal 2023.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see pages 54 and 57
    of the Registration Statement for details.

Where
You Can Find Additional Information, page 70

    7.
    We
    note that you are incorporating by reference various reports and registration statements previously filed with the Commission. We
    also note that you have not filed an annual report on Form 10-K for your most recently completed fiscal year. Please advise on your
    eligibility to incorporate by reference on Form S-1 given general instruction VII. C. to Form S-1, which states that a registrant
    must have filed an annual report required under Section 13(a) or Section 15(d) of the Exchange Act for its most recently completed
    fiscal year in order to use incorporation by reference on Form S-1.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment and have eliminated all incorporation
    by reference.. Please see pages 69 and 70 of the Registration Statement for details.

Exhibits

    8.
    We
    note that you have incorporated by reference a current report on Form 8-K dated July 10, 2023, which includes the Form of Asset Purchase
    Agreement entered into between Jupiter Wellness, Inc. and GBB Labs, Inc. Please file the executed version of this asset purchase
    agreement..

    Response:
    We have filed the signed agreement as an exhibit to the S-1. See Exhibit 10.26.

General

    9.
    We
    note the revised financial statements and related disclosure in response to comment 4. The risk factor on page 22 continues to warn,
    “[t]he historical financial information included or incorporated by reference in the registration statements of which this
    prospectus forms a part refers to the business as operated by us before the Spin-off.” As the financial statements have been
    updated to reflect your discontinued operations, please further clarify the risk you are describing in this risk factor.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 22 of the Registration
    Statement for details.

    10.
    We
    note your revised disclosure and response to prior comment 6 regarding the development and history of your business and reissue the
    comment in part. We note from page 9 that you have eight full-time employees. Please revise to clarify their roles and clarify statements
    such as on pages 3 and 30 that “[o]ur team includes scientists, researchers, product developers, and business experts who collaborate
    to create new products and enhance existing ones.”

    Response:
    Please note that our staff of 8 consists of the following individuals, Brian John our CEO, Dr. Glyn Wilson, our Chief
    Scientist;, David Saddler, the developer of Safety Shot and the Company’s head of manufacturing, Markita Russell, our
    CFO, Jarrett Boon,, our head of product development, Markita L. Russell, our CFO, Josh Wagner, our head of sales and marketing, Paul
    Jones, our Senior Project Manager and an office manager.. Dr. Wilson and David Saddler both have scientific backgrounds, Brian John,
    David Saddler and Jarrett Boon have extensive experience as product developers and general business experience with Mr. Boone being
    one of the founders of Lifelock, and Paul Jones is our researcher. We have revised the Registration Statement in accordance with
    the Staff’s comment. Please see pages 3, 30, and 43 of the Registration Statement for details.

    11.
    We
    note your revised disclosure and response to prior comment 7 and reissue the comment. Please further revise your disclosure to discuss
    the current status of development and commercialization of your products, including but not limited to: Safety Shot, Photocil, JW-700,
    JW-500, and NoStingz. In this regard, please note:

    ● Safety
    and efficacy are determinations that are solely within the authority of FDA or similar foreign regulators. Please revise to remove
    any statements of safety and efficacy for any products that have not been approved by the FDA or similar foreign
    regulators.

    ●  Also,
please remove references to the informal study and prospective study from the summary. In the business section, you may present clinical
trial end points and objective data resulting from trials or studies without concluding efficacy and you may state that your product
candidates have been well tolerated, if accurate. For the informal study, further clarify whether you believe the results are reliable
and explain on what basis you made the determination.

    Response:
    We have revised the registration statement in accordance with your comments. See page 6 and 32.

    12.
    We
    note your revised disclosure and response to prior comment 8 and reissue the comment. Please continue to revise the summary and related
    disclosure to clarify the applicable regulatory schemes for your products and/or the applicable exemption from FDA regulation, including
    but not limited to: Safety Shot, Photocil, JW-700, JW-500, and NoStingz. In doing so, please address the following:

    ● We
    note your disclosure that “Safety Shot comprises 28 active ingredients, all falling under the Generally Regarded As Safe
    (GRAS) category.” Please revise your disclosure in the summary, and more completely in the section addressing government
    regulation, to clarify what the GRAS category is, and that it is designated under the FDA.

    ● On
page 4 of the registration statement, you state that you have plans to file an IND application with the FDA for a modified version of
Safety Shot, and that you also plan to file for a pre-IND meeting to seek Orphan Drug Designation for JW-500. Please disclose the timing
of your current plans for these submissions.

    ● Please
revise the section addressing government regulations to provide materially complete disclosure of the regulations relating to your products
and potential products, including FDA regulations. In doing so, describe the Orphan Drug Designation and expedited 505(b)(2) pathway
and clarify the basis for your belief that JW-500 would qualify for this designation or accelerated pathway.

    ● On
page 46 you state that Safety Shot is a “nutritional supplement, exempt from the approval or filing requirements mandated for pharmaceutical
drugs by the FDA or other regulatory agencies.” Clarify here and in the summary if Safety shot is categorized as a food, a food
additive, or a dietary supplement. To the extent you state that “[f]rom a product and sales perspective, there are no impediments
or concerns raised by any governmental agency,” revise to clarify this statement, including whether the product was submitted to
any governmental agency for scrutiny.

    ● For
the prospective study currently disclosed on page 5, clarify the significance, if any, of approval of the study by the Institutional
Review Board.

    ● We
note your disclosure that you are subject to California Proposition 65 and that there has been increasing regulatory activity globally
regarding PFAS. Please disclose whether you are currently required to provide any warnings in connection with your products pursuant
to California Proposition 65 and whether any of your products contain PFAS.

    Response: We have revised the Registration Statement in accordance with your comments. Specifically, we have:

     ●
    clarified
    what is meant by GRAS ingredients and how they are designated under the FDA;

     ●
    clarified the disclosed timing related to the pre-IND
    for JW-500 and why we believe it would qualify;

     ●
     clarified the designation of Safety Shot which is classified as a dietary supplement
    but is a functional beverage. We have clarified the FDA position on such products;

     ●
    clarified the significance of approval of
a study by the IRB; and

     ●
    discussed California Proposition 65.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srf.law
with any questions or comments regarding this correspondence. Thank you.

    Sincerely,

    Safety
    Shot, Inc.

    By:
    /s/
    Brian John

    Brian
    John

    Chief
    Executive

United States securities and exchange commission logo
January 9, 2024
Brian S. John
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Safety Shot, Inc.
Post-Effective Amendment No. 3 on Form S-1
Filed December 27, 2023
File No. 333-258005
Dear Brian S. John:
            We have conducted a limited review of the post-effective amendment to your registration
statement and have the following comments.
            Please respond to this letter by filing a post-effective amendment and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment and the information you provide in response to this
letter, we may have additional comments.
Post-Effective Amendment No. 3 to Form S-1
Prospectus Summary, page 3
1.We note your disclosure on page 3 that you "launched Safety Shot in December 2023."
We also note your disclosure on page 4 that "Safety Shot plans to launch initially online
and through Amazon in the near future and plans to launch in Big Box stores in 2024."
Please revise your disclosure to clarify this discrepancy and to discuss the current
production status and commercialization of Safety Shot.

 FirstName LastNameBrian S. John
 Comapany NameSafety Shot, Inc.
 January 9, 2024 Page 2
 FirstName LastName
Brian S. John
Safety Shot, Inc.
January 9, 2024
Page 2
2.We note your disclosure that you have signed agreements to license JW-700 to Taisho
and JW-700 and Photocil products to Cosmofix Technovation Pvt Ltd and Sanpellegrino
Cosmetics. As these appear to be material to your business, please revise to disclose
the material terms of these agreements. Refer to Item 101(h)(4) of Regulation S-K. To the
extent your company is substantially dependent on these contracts, please file them as
exhibits to the registration statement, or tell us why you believe you are not required to do
so. Refer to Item 601(b)(10)(ii)(B) of Regulation S-K. To the extent these contracts are
not material, please refrain from highlighting them in the summary.
3.We note your disclosure on page 3 regarding positioning the "Company as a leader in
the dynamic and growing market for nutritional supplements" and on page 4 regarding
your standing in the market and that your brand is synonymous with standards of
excellence. We also note your disclosure on page 6 that "Safety Shot stands as a unique
product in its category, unrivaled by any other company." Please revise your disclosure to
clarify the markets to which you refer and the standards by which you assess your relative
position. To the extent that some of these statements are intended to be qualified to your
belief, please revise your disclosure to state this and the basis, to the extent material, for
your belief.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Results of Operations, page 39
4.We note your revised disclosure in response to comment 1. We note the auditor's opinion
raising substantial doubt about your ability to continue as a going concern. Please revise
this discussion to provide more specific information required by Item 303(b)(1) of
Regulation S-K, including your ability and plans to generate cash and whether you will
have sufficient funds to meet your obligations, both in the short and long term. For
example, please clarify how long you believe your current cash would fund your
operations.
5.We note the revised financial statements in response to prior comments 4 and 5. Please
revise your discussion of period-to-period changes in your results of operations to explain
and quantify the factors that contributed to changes in your results of operations. For
example, you note on page 39 that you "generated $11,877 in revenues for the three
months ended September 30, 2023 compared to $85,467 revenues in the three months
ended September 30, 2022" but do not explain why your revenues decreased from 2022 to
2023. Refer to Item 303 of Regulation S-K.
Executive And Director Compensation, page 54
6.Please revise your executive and director compensation disclosures to include the
information required by Item 402 of Regulation S-K for fiscal 2023.

 FirstName LastNameBrian S. John
 Comapany NameSafety Shot, Inc.
 January 9, 2024 Page 3
 FirstName LastName
Brian S. John
Safety Shot, Inc.
January 9, 2024
Page 3
Where You Can Find Additional Information, page 70
7.We note that you are incorporating by reference various reports and registration
statements previously filed with the Commission. We also note that you have not filed an
annual report on Form 10-K for your most recently completed fiscal year. Please advise
on your eligibility to incorporate by reference on Form S-1 given general instruction VII.
C. to Form S-1, which states that a registrant must have filed an annual report required
under Section 13(a) or Section 15(d) of the Exchange Act for its most recently completed
fiscal year in order to use incorporation by reference on Form S-1.
Exhibits
8.We note that you have incorporated by reference a current report on Form 8-K dated July
10, 2023, which includes the Form of Asset Purchase Agreement entered into between
Jupiter Wellness, Inc. and GBB Labs, Inc. Please file the executed version of this asset
purchase agreement.
General
9.We note the revised financial statements and related disclosure in response to comment
4. The risk factor on page 22 continues to warn, "[t]he historical financial information
included or incorporated by reference in the registration statements of which this
prospectus forms a part refers to the business as operated by us before the Spin-off." As
the financial statements have been updated to reflect your discontinued operations, please
further clarify the risk you are describing in this risk factor.
10.We note your revised disclosure and response to prior comment 6 regarding the
development and history of your business and reissue the comment in part. We note from
page 9 that you have eight full-time employees. Please revise to clarify their roles and
clarify statements such as on pages 3 and 30 that "[o]ur team includes scientists,
researchers, product developers, and business experts who collaborate to create new
products and enhance existing ones."
11.We note your revised disclosure and response to prior comment 7 and reissue the
comment. Please further revise your disclosure to discuss the current status
of development and commercialization of your products, including but not limited to:
Safety Shot, Photocil, JW-700, JW-500, and NoStingz. In this regard, please note:
•Safety and efficacy are determinations that are solely within the authority of FDA or
similar foreign regulators. Please revise to remove any statements of safety and
efficacy for any products that have not been approved by the FDA or similar foreign
regulators.
•Also, please remove references to the informal study and prospective study from the
summary. In the business section, you may present clinical trial end points and
objective data resulting from trials or studies without concluding efficacy and you
may state that your product candidates have been well tolerated, if accurate. For the

 FirstName LastNameBrian S. John
 Comapany NameSafety Shot, Inc.
 January 9, 2024 Page 4
 FirstName LastName
Brian S. John
Safety Shot, Inc.
January 9, 2024
Page 4
informal study, further clarify whether you believe the results are reliable and explain
on what basis you made the determination.
12.We note your revised disclosure and response to prior comment 8 and reissue the
comment. Please continue to revise the summary and related disclosure to clarify the
applicable regulatory schemes for your products and/or the applicable exemption from
FDA regulation, including but not limited to: Safety Shot, Photocil, JW-700, JW-500, and
NoStingz. In doing so, please address the following:
•We note your disclosure that "Safety Shot comprises 28 active ingredients, all falling
under the Generally Regarded As Safe (GRAS) category." Please revise your
disclosure in the summary, and more completely in the section addressing
government regulation, to clarify what the GRAS category is, and that it is designated
under the FDA.
•On page 4 of the registration statement, you state that you have plans to file an IND
application with the FDA for a modified version of Safety Shot, and that you
also plan to file for a pre-IND meeting to seek Orphan Drug Designation for JW-500.
Please disclose the timing of your current plans for these submissions.
•Please revise the section addressing government regulations to provide materially
complete disclosure of the regulations relating to your products and potential
products, including FDA regulations. In doing so, describe the Orphan Drug
Designation and expedited 505(b)(2) pathway and clarify the basis for your belief
that JW-500 would qualify for this designation or accelerated pathway.
•On page 46 you state that Safety Shot is a “nutritional supplement, exempt from the
approval or filing requirements mandated for pharmaceutical drugs by the FDA or
other regulatory agencies.” Clarify here and in the summary if Safety shot is
categorized as a food, a food additive, or a dietary supplement. To the extent you
state that "[f]rom a product and sales perspective, there are no impediments or
concerns raised by any governmental agency," revise to clarify this statement,
including whether the product was submitted to any governmental agency for
scrutiny.
•For the prospective study currently disclosed on page 5, clarify the significance, if
any, of approval of the study by the Institutional Review Board.
•We note your disclosure that you are subject to California Proposition 65 and that
there has been increasing regulatory activity globally regarding PFAS. Please
disclose whether you are currently required to provide any warnings in connection
with your products pursuant to California Proposition 65 and whether any of your
products contain PFAS.

 FirstName LastNameBrian S. John
 Comapany NameSafety Shot, Inc.
 January 9, 2024 Page 5
 FirstName LastName
Brian S. John
Safety Shot, Inc.
January 9, 2024
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date.
            Please contact Juan Grana at 202-551-6034 or Abby Adams at 202-551-6902 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

Safety
Shot Inc.

1061
E. Indiantown, Suite 110 Jupiter, FL 33477

December
26, 2023

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Juan Grana and Abby Adams

    RE:
    Safety
    Shot, Inc.

    Info:
    Post-Effective
    Amendment No. 2 on Form S-1

    Filed
    November 30, 2023

    File
    No. 333-258005

Dear
Juan Grana and Abby Adams:

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 December 13, 2023 (the “Comment Letter”) relating
to Post-Effective Amendment No. 2 on Form S-1, which was submitted to the Commission by Safety Shot, Inc. (the “Company”
or “we”) on November 30, 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 Post-Effective Amendment No. 3 Registration Statement on Form S-1 (the “Registration Statement”)
which is submitted to the Commission simultaneously together with this letter.

Post-Effective
Amendment No. 2 to Form S-1

Management’s
Discussion And Analysis Of Financial Condition And Results Of Operations, page 30

    1.
    We
    note the risk factor disclosure on page 23 that “[your] ability to meet [your] capital needs may be harmed by the loss of revenue
    from SRM” and that your accountant has expressed doubt about your ability to continue as a going concern. Please revise your
    disclosure to include a discussion of your liquidity and capital resources for the years ended December 31, 2022 and 2021, and for
    the nine months ended September 30, 2023 and 2022, as required under Item 303(b)(1) of Regulation S-K.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see pages 23 and 42
    of the Registration Statement for details.

Our
Business, page 41

    2.
    We
    note that you have not included any disclosure on legal proceedings. We also note that Note 14 to the financial statements for the
    nine months ended September 30, 2023, includes disclosure regarding recent developments to your legal proceedings. Please ensure
    that you disclose any material legal proceedings as required by Item 103 of Regulation S-K.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 48 of the Registration
    Statement for details.

Exhibits

Filing
Fee Table, page 69

    3.
    We
    note that you have included a Filing Fee Table as exhibit 107 to the registration statement. The filing fee table states that you
    owe a net fee of $5,026.57. However, on page 68 of the registration statement, you disclose that you previously paid a registration
    fee of $4,568.91 and in your Explanatory Note, you state that all applicable registration fees were paid at the time of the original
    filing of the Registration Statement. Please advise and/or reconcile this discrepancy.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 71 of the Registration
    Statement for details and the Exhibit 107 to the Registration Statement.

General

    4.
    We
    note your disclosure of the risks related to the SRM spin-off beginning on page 22, including the risk that your “historical
    financial information is not necessarily representative of the results [you] have achieved as a business should the Spin-off have
    [not] occurred.” In regard to your separation of SRM Entertainment, Inc. in August 2023, please tell us what consideration
    you gave as to whether this entity should be reported as discontinued operations pursuant to ASC 205-20-45. If financial statements
    after the date a component has been disposed are required in a registration statement, we remind you that retrospective reclassification
    of all prior periods to report the results of that component in discontinued operations in accordance with ASC 205-20 is required.

    Response:
    We have determined that the spin-off should be treated as discontinued operations, as such, we have reclassified the financial
    statements for the three and nine months ended September 30, 2023 and 2022 and years ended December 31, 2022 and 2021 to reflect
    discontinued operations.

    5.
    We
    note you acquired certain assets of GBB Drink Lab, which included the blood alcohol detox drink Safety Shot in August 2023. Please
    tell us what consideration you gave as to whether this represented an acquisition of a business pursuant to Rule 11-01(d) of Regulation
    S-X and correspondingly whether financial statements and pro forma information in accordance with Rules 8-04 and 8-05 of Regulation
    S-X should be provided.

    Response:
    At the date of purchase, GBB had no employees, no revenues and no operations and reported its only asset was intellectual property.
    We determined that the purchase was a “single asset” purchase using guidance under FASB Accounting Standards
    Update No. 2017-01 and Rule 11-01(d) of Regulation S-X and that no pro forma information is required.

    6.
    We
    note your recent acquisitions and dispositions and the name change of your company to Safety Shot and emphasis on that product. Please
    revise the disclosure in your summary, business section and/or other relevant portions of the document to provide a full description
    of the development of your business for the period of time that is material to the understanding of the general development of your
    business. Please refer to Item 11(a) of Form S-1 and Item 101(h)(1)-(3) of Regulation S-K.

    Response:
    We have revised the Registration Statement in accordance with the Staff’s comment. Please see pages 3, 30 and 42
    of the Registration Statement for details. We further submit that given the recent introduction of Safety Shot, we are not able
    to ascertain Safety Shot’s current market share.

    7.
    We
    note what appears to be a significant shift in the focus of your company and potential products, particularly since the acquisition
    of the Safety Shot product from GBB Drink Lab. Please substantially revise the relevant portions of the prospectus to provide more
    complete discussions of all of your material products and products under development. In doing so, please revise to address product
    development and scientific testing, including results of testing, safety and effectiveness reported on Form 8-K. We refer, for example,
    statements in the Form 8-Ks filed on November 20, 2024, and November 24, 2023. Refer to Item 11(a) of Form S-1 and Item 101(h)(4)
    of Regulation S-K.

    Response:
    Pursuant to the acquisition of GBB, the Company secured the rights to the nutraceutical beverage, Safety Shot, and subsequently
    compiled multiple test reports, which can be made available upon Staff’s request. We have also revised the Registration Statement
    in accordance with the Staff’s comment. Please see the pages 5, 32 and 44 of the Registration Statement for details.

    8.
    Please
    substantially revise the prospectus to disclose the government regulations that are material to your business and products, including
    those product candidates for which you plan to seek approval from the Food and Drug Administration (FDA), as noted on page 4. Where
    you make claims that your products are exempt from government regulations that may otherwise appear to apply, disclose the material
    basis of your claims of exemption. For example, we note disclosure in the Form 8-K filed on October 30, 2023, that Safety Shot is
    “a nutraceutical and does not require FDA approval” as well as the disclosure on page 1 of the Prospectus Summary, that
    describe Safety Shot as “an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects
    of alcohol at a rate faster than would occur normally.” In addition, please substantially revise to disclose and clarify the
    government regulations related to your CBD products. In your expanded disclosure of the relevant regulations, please clarify to which
    products the regulations relate. Refer to Item 11(a) of Form S-1 and Item 101(h)(4)(viii) and (ix) of Regulation S-K.

    Response:
                                            We have also revised the Registration Statement in accordance with the Staff’s
                                            comment. As a nutraceutical beverage, comprised of all approved ingredients the Company is
                                            not required to obtain FDA approval. The packaging and labeling requirements are subject
                                            to FDA review like all beverages. While the Company is not making any medical claims, it
                                            The has given hundreds of people breathalyzer exams and recorded the reduction in their blood
                                            alcohol levels. The Company has regulatory counsel who reviews all descriptions and advertising
                                            for Safety Shot

    Please
    note that as a result of recent changes in how CBD products are regulated, the Company is no longer marketing or selling its CBD
    products. The Company is in discussions about disposing of related assets but has not reached any agreement to do so at this time.
    The Company’s CBD products have represented an insignificant amount of revenue for the Company. See pages 7 and 46
    of the Registration Statement for details.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srf.law
with any questions or comments regarding this correspondence. Thank you.

    Sincerely,

    Safety
    Shot, Inc.

    By:
    /s/
    Brian John

    Brian
    John

    Chief
    Executive Officer

United States securities and exchange commission logo
December 13, 2023
Brian S. John
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Safety Shot, Inc.
Post-Effective Amendment No. 2 on Form S-1
Filed November 30, 2023
File No. 333-258005
Dear Brian S. John:
            We have conducted a limited review of the post-effective amendment to your registration
statement and have the following comments.
            Please respond to this letter by filing a post-effective amendment and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment and the information you provide in response to this
letter, we may have additional comments.
Post-Effective Amendment No. 2 to Form S-1
Management's Discussion And Analysis Of Financial Condition And Results Of Operations,
page 30
1.We note the risk factor disclosure on page 23 that "[your] ability to meet [your] capital
needs may be harmed by the loss of revenue from SRM" and that your accountant has
expressed doubt about your ability to continue as a going concern.  Please revise your
disclosure to include a discussion of your liquidity and capital resources for the years
ended December 31, 2022 and 2021, and for the nine months ended September 30, 2023
and 2022, as required under Item 303(b)(1) of Regulation S-K.
Our Business, page 41
2.We note that you have not included any disclosure on legal proceedings. We also note that
Note 14 to the financial statements for the nine months ended September 30, 2023,
includes disclosure regarding recent developments to your legal proceedings. Please

 FirstName LastNameBrian S. John
 Comapany NameSafety Shot, Inc.
 December 13, 2023 Page 2
 FirstName LastNameBrian S. John
Safety Shot, Inc.
December 13, 2023
Page 2
ensure that you disclose any material legal proceedings as required by Item 103 of
Regulation S-K.
Exhibits
Filing Fee Table, page 69
3.We note that you have included a Filing Fee Table as exhibit 107 to the registration
statement. The filing fee table states that you owe a net fee of $5,026.57. However, on
page 68 of the registration statement, you disclose that you previously paid a registration
fee of $4,568.91 and in your Explanatory Note, you state that all applicable registration
fees were paid at the time of the original filing of the Registration Statement. Please
advise and/or reconcile this discrepancy.
General
4.We note your disclosure of the risks related to the SRM spin-off beginning on page 22,
including the risk that your "historical financial information is not necessarily
representative of the results [you] have achieved as a business should the Spin-off have
[not] occurred."  In regard to your separation of SRM Entertainment, Inc. in August 2023,
please tell us what consideration you gave as to whether this entity should be reported as
discontinued operations pursuant to ASC 205-20-45.  If financial statements after the date
a component has been disposed are required in a registration statement, we remind you
that retrospective reclassification of all prior periods to report the results of that
component in discontinued operations in accordance with ASC 205-20 is required.
5.We note you acquired certain assets of GBB Drink Lab, which included the blood alcohol
detox drink Safety Shot in August 2023.  Please tell us what consideration you gave as to
whether this represented an acquisition of a business pursuant to Rule 11-01(d) of
Regulation S-X and correspondingly whether financial statements and pro forma
information in accordance with Rules 8-04 and 8-05 of Regulation S-X should be
provided.
6.We note your recent acquisitions and dispositions and the name change of your company
to Safety Shot and emphasis on that product.  Please revise the disclosure in your
summary, business section and/or other relevant portions of the document to provide a full
description of the development of your business for the period of time that is material to
the understanding of the general development of your business.  Please refer to Item 11(a)
of Form S-1 and Item 101(h)(1)-(3) of Regulation S-K.
7.We note what appears to be a significant shift in the focus of your company and potential
products, particularly since the acquisition of the Safety Shot product from GBB Drink
Lab.  Please substantially revise the relevant portions of the prospectus to provide more
complete discussions of all of your material products and products under development.  In
doing so, please revise to address product development and scientific testing, including
results of testing, safety and effectiveness reported on Form 8-K.  We refer, for example,

 FirstName LastNameBrian S. John
 Comapany NameSafety Shot, Inc.
 December 13, 2023 Page 3
 FirstName LastName
Brian S. John
Safety Shot, Inc.
December 13, 2023
Page 3
statements in the Form 8-Ks filed on November 20, 2024, and November 24, 2023.  Refer
to Item 11(a) of Form S-1 and Item 101(h)(4) of Regulation S-K.
8.Please substantially revise the prospectus to disclose the government regulations that are
material to your business and products, including those product candidates for which you
plan to seek approval from the Food and Drug Administration (FDA), as noted on page 4.
Where you make claims that your products are exempt from government regulations that
may otherwise appear to apply, disclose the material basis of your claims of exemption.
For example, we note disclosure in the Form 8-K filed on October 30, 2023, that Safety
Shot is "a nutraceutical and does not require FDA approval" as well as the disclosure on
page 1 of the Prospectus Summary, that describe Safety Shot as "an over-the-counter
drink that can lower blood alcohol content to allow recovery from the effects of alcohol at
a rate faster than would occur normally."  In addition, please substantially revise to
disclose and clarify the government regulations related to your CBD products.  In your
expanded disclosure of the relevant regulations, please clarify to which products the
regulations relate.  Refer to Item 11(a) of Form S-1 and Item 101(h)(4)(viii) and (ix) of
Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date.
            Please contact Juan Grana at 202-551-6034 or Abby Adams at 202-551-6902 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

June
29,2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Jupiter
    Wellness, Inc. (CIK: 0001760903)

    Registration
    Statement No. 333-269794 on Form S-1, as amended (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Jupiter Wellness, Inc. hereby requests the acceleration of the effective date of the above
referenced Registration Statement so that it will become effective at 9.00 a.m. Eastern Time, July 3, 2023, or as soon thereafter as
practicable.

    Jupiter
    Wellness, Inc.

    By:

    /s/
    Brian S. John

    Name:
    Brian
    S. John

    Title:
    Chief
    Executive Officer

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

United States securities and exchange commission logo
June 14, 2023
Brian John
Chief Executive Officer
Jupiter Wellness, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 6, 2023
File No. 333-269794
Dear Brian John:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 June 14, 2023 Page 2
 FirstName LastName
Brian John
Jupiter Wellness, Inc.
June 14, 2023
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur Marcus, Esq.

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

United States securities and exchange commission logo
May 23, 2023
Brian John
Chief Executive Officer
Jupiter Wellness, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
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
Dear Brian John:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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.
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.

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 May 23, 2023 Page 2
 FirstName LastName
Brian John
Jupiter Wellness, Inc.
May 23, 2023
Page 2
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.
            Please contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur Marcus, Esq.

CORRESP
1
filename1.htm

Jupiter
Wellness Inc.

725
North Highway AIA Suite C106

Jupiter,
FL 33477

May
22, 2023

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Jane Park and Ms.  Lauren Nguyen

    RE:
    Jupiter Wellness, Inc.

    Info:
    Form S-1 filed February 15, 2023

    Correspondence
    filed February 24, 2023

    Correspondence
    filed April 14, 2023

    File No. 333-269794

Dear
Ms. Jane Park and Ms. Lauren Nguyen:

Reference
is made to the Commission’s oral comment issued on May 19, 2023 (the “Comment ”) issued by the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) to our counsel
Arthur Marcus, relating to the registration statement on Form S-1 (File No. 333-269794), which was submitted to the Commission by Jupiter
Wellness, Inc. (the “Company” or “we”). On our call, you indicated that we should add disclosure
related to the Company’s proposed distribution of a portion of its shares of its subsidiary, SRM Entertainment, Inc.. In accordance
with your comment, we propose to add the following language:

Proposed
Spin Off of SRM Entertainment, Inc.

We
intend to effect a simultaneous distribution of a portion of our shares of our subsidiary SRM Entertainment, Inc. (“SRM”)
to our stockholders and certain warrant holders as of a date to be determined (the “Record Date”). Specifically, we intend
to distribute f one share of SRM common stock for every 17 shares held as of the Record Date. Certain warrants issued in our July 2021
offering (the “July Warrants”) provide that if the Company does a spin off to all of its stockholders, while such warrants
are outstanding, they will be entitled to the same distribution as our stockholders. Accordingly, the holders of the July Warrants will
be entitled to the same distribution as our stockholders, so that such warrant holders shall receive one share of common stock of SRM
for every 17 July Warrants held by them on the Record Date. In total, we will distribute a total of 2,00,000 shares of SRM common stock
held by the Company. Simultaneously, SRM intends to effect an initial public offering of approximately 1,800,000 shares of its common
stock. Our distribution of the SRM shares is subject to the consummation of the initial public offering and the listing of SRM’s
common stock on the Nasdaq Capital Market. There can be no assurance that the IPO will be successfully consummated and that Nasdaq listing
will occur and accordingly there can be no assurance that the distribution will be affected.

In
the event that the distribution and initial public offering occurs, the SRM business of the Company will be operated separately. As contemplated,
the Company will own less than 50% of SRM and will not be able to consolidate the operations of SRM and the Company. This will result
in  a significant reduction of the Company’s revenues as approximately 98% of the Company’s revenues in the year ended December
31, 2022 were derived from the SRM business. The remaining 4,500,000 shares of SRM held by the Company will be treated as an investment.
As part of the initial public offering, the Company will agree not to sell any of its SRM shares for a period of six months following
the SRM initial public offering. There can be no assurance of how the separation of the SRM business, if accomplished, will affect the
value of our common stock.

As discussed,
the Company will file an amendment to the S-1 containing such language if it meets with your approval.

Please do
not hesitate to contact our counsel Arthur Marcus at amarcus@srf.law with any questions or comments regarding this correspondence.
Thank you.

    Sincerely,

    Jupiter Wellness, Inc.

    By:
    /s/Brian
    John

    Brian John

    Chief Executive Officer

CORRESP
1
filename1.htm

May
19, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    RE:
    Jupiter
    Wellness, Inc. (CIK: 0001760903)

    Registration
    Statement No. 333-269794 on Form S-1, as amended (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Jupiter Wellness, Inc. hereby requests the acceleration of the effective date of the above
referenced Registration Statement so that it will become effective at 4:30 p.m. Eastern Time, May 19, 2023, or as soon thereafter as
practicable.

    Very
    truly yours,

    Jupiter
    Wellness, Inc.

    By:
    /s/
    Brian S. John

    Brian
    S. John

    Chief
    Executive Officer

United States securities and exchange commission logo
May 18, 2023
Brian John
Chief Executive Officer
Jupiter Wellness, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Form 8-K filed January 10, 2023
Correspondence filed May 12, 2023
File No. 001-39569
Dear Brian John:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur Marcus, Esq.

CORRESP
1
filename1.htm

Jupiter
Wellness Inc.

725
North Highway AIA Suite C106

Jupiter,
FL 33477

May 12,
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

    Correspondence
    filed February 24, 2023

    Correspondence
    filed April 14, 2023

    File No. 001-39569

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

Reference
is made to the comment letter dated March 24, 2023 (the “Comment Letter”) issued by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) and your oral communication with our counsel Arthur Marcus,
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, and the correspondence filled with the Commission by the
Company on February 24, 2023 and on April 14, 2023. Please be advised that the Company has been delisted from Upstream effective April
21, 2023. As of the date of this letter, there is only one shareholder whose shares had been registered with Upstream, and the Company
is in the process of getting the shares transferred back to the Company’s transfer agent.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srf.law
with any questions or comments regarding this correspondence. Thank you.

    Sincerely,

    Jupiter Wellness, Inc.

    By:
    /s/Brian
    John

    Brian John

    Chief Executive Officer

CORRESP
1
filename1.htm

Jupiter
Wellness Inc.

725
North Highway AIA Suite C106

Jupiter,
FL 33477

May
12, 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 S-1 filed February 15, 2023

    Correspondence
    filed February 24, 2023

    Correspondence
    filed April 14, 2023

    File No. 333-269794

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

Reference
is made to the comment letter dated March 24, 2023 (the “Comment Letter”) issued by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) and your oral communication with our counsel Arthur Marcus,
relating to the registration statement on Form S-1 (File No. 333-269794), which was submitted to the Commission by Jupiter Wellness,
Inc. (the “Company” or “we”) on February 15, 2023, and the correspondence filled with the Commission
by the Company on February 24, 2023 and on April 14, 2023. Please be advised that the Company has been delisted from Upstream effective
April 21, 2023. As of the date of this letter, there is only one shareholder whose shares had been registered with Upstream, and the
Company is in the process of getting the shares transferred back to the Company’s transfer agent.

We have also updated
the Registration Statement on Form S-1/A (“Registration Statement”) which is submitted to the Commission simultaneously
together with this letter, to include the updated financials for the three months ended March 31, 2023 and the year ended December 31,
2022.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srf.law
with any questions or comments regarding this correspondence. Thank you.

    Sincerely,

    Jupiter Wellness, Inc.

    By:
    /s/Brian
    John

    Brian John

    Chief Executive Officer

CORRESP
1
filename1.htm

Jupiter
Wellness Inc.

725
North Highway AIA Suite C106

Jupiter,
FL 33477

    April
    14, 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

    Correspondence filed February 24, 2023

    File No. 001-39569

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

Reference
is made to the comment letter dated March 24, 2023 (the “Comment Letter”) issued by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) 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, and the correspondence filled with the Commission by the Company on February 24, 2023. Please be advised that pursuant to the
Comment letter the Company has determined that it will delist from Upstream effective April 21, 2023.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srf.law
with any questions or comments regarding this correspondence. Thank you.

    Sincerely,

    Jupiter
    Wellness, Inc.

    By:
    /s/Brian
    John

    Brian
    John

    Chief
    Executive Officer

United States securities and exchange commission logo
March 24, 2023
Brian John
Chief Executive Officer
Jupiter Wellness, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Form 8-K filed January 10, 2023
Correspondence filed February 24, 2023
File No. 001-39569
Dear Brian John:
            We have reviewed your February 24, 2023 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our February 13,
2023 letter.
Form 8-K filed January 10, 2023
General
1.We note that you filed a registration statement on Form S-1 on February 15, 2023.  Please
revise such registration statement, as necessary, to reflect corresponding revisions in
response to our comments on your Form 8-K.
2.You state in response to prior comment 1 that Upstream is operated by the MERJ
Exchange, which is regulated in the Seychelles.  Please revise your registration statement
to disclose the risks and uncertainties with listing on this exchange and disclose the rights
of shareholders and any restrictions on investors on the Upstream platform.  For example,
we note that U.S.-based investors, either U.S. citizen or permanent resident, will not be
able to buy shares on the Upstream secondary market.

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 March 24, 2023 Page 2
 FirstName LastNameBrian John
Jupiter Wellness, Inc.
March 24, 2023
Page 2
3.We note your response to prior comment 2, which we reissue in part.  Revise your
registration statement to 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. 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 regards to
transferability and the role of the transfer agent, whether on Upstream or otherwise. In
your disclosure, please explain the role of MERJ Depository and Registry Limited and
how it interacts with the company's U.S. transfer agent.  Please also explain what you
mean by the statements that MERJ Depository will “manage” the tokenized securities.
Additionally, explain the legal relationship between MERJ Depository and shareholders
who deposit their shares with MERJ Depository, including the relevant governing law,
and the rights of such shareholders in the event of a liquidation or dissolution of MERJ
Depository.  Further, please compare the legal rights of such shareholders with
shareholders who own their shares in either book-entry form or on deposit with a U.S.
broker, including the various protections afforded such shareholders under applicable
law.  Finally, please add risk factor disclosure addressing the risks to shareholders arising
from any difference in such rights and protections.
4.It is unclear how ownership of tokenized securities, initially and in connection with
resales, will be recorded.  Please disclose in your registration statement how the tokenized
securities will be held on the books and records of the transfer agent (i.e. in the name of
MERJ Dep. or in the name of the individual shareholders).  Please also clarify whether
and, if so, how subsequent resales of the tokenized securities on the Upstream platform
will be reflected on the books and records of the transfer agent or if all such transfers will
be records solely on the books and records of MERJ Dep.  Finally, based on your
responses to the foregoing, please clarify how the “lost certificate” process will work in
the context of the tokenized securities, in particular if the tokenized securities will be held
in the name of the MERJ Dep. on the books and records of the transfer agent.
5.With regard to how "tokenized equity" is held on Upstream, please clarify whether the
tokenized securities will be held through a shareholder's wallet or in an omnibus wallet.
6.We note the statement that shareholders may also "choose between various depositories to
hold their shares, such as Book Entry with TA, CEDE & Co. or MERJ Dep."  Please
clarify how these securities would be held if not deposited with one of the depositories.
For example, does the company continue to use paper certificated shares?
7.We note your response to prior comment 3.  With a view toward disclosure, please clarify
whether holders of the tokenized shares will receive dividend, voting and other rights
associated with ownership of the company’s common stock and, if so, explain how they
are entitled to these rights, whether by contract and/or applicable law.  Please also clarify
whether such holders have the right to receive confirmations, proxy statements and other
documents required by law to be provided to the holders of the company’s common

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 March 24, 2023 Page 3
 FirstName LastNameBrian John
Jupiter Wellness, Inc.
March 24, 2023
Page 3
stock.  Finally, please clarify whether there are any rights or preferences to which holders
of tokenized shares are not entitled.  While we note that the company is not currently
planning to offer digital dividends to shareholders, the response letter stated that "upon
consideration of issuing such dividends or coupons/rewards, all shareholders will be
eligible to receive them."  Please also include this disclosure in your registration
statement.
8.We note your response to prior comment 4.  Please include risk factor disclosure in your
registration statement addressing the discrepancies that could result between the trading
prices of common shares on Nasdaq and the tokenized shares on Upstream, whether
resulting from different liquidity in the markets or otherwise.
9.We note your response to prior comment 5.  Revise your registration statement to describe
what information is publicly available about the trading activity that occurs on Upstream
and, in particular, what information holders of common shares would have about the
trading activity that occurs on Upstream before making a decision to exchange their
common shares for tokenized shares.  We refer to the company's information on Upstream
(https://trader.upstream.exchange/tokendetail/symbol/JUPW).
10.We refer to prior comment 6 and your corresponding response.  Please revise your
registration statement to clarify the meaning of "trading" securities on Upstream with
respect to U.S.-based investors.  Provide prominent disclosure about the restrictions on
such investors, specifically that U.S.-based investors, including U.S. citizens and
permanent residents living abroad, cannot purchase shares and are only permitted to sell
or liquidate securities they currently own on Upstream.
11.It appears that U.S. citizens and residents are permitted to deposit their securities with
MERJ Depository and sell those securities on the Upstream platform operated by MERJ
Exchange.  It is not clear why MERJ Depository and MERJ Exchange are not required to
register with the Commission as a broker or dealer, national securities exchange and/or
clearing agency.  Please add a risk factor in your registration statement addressing the
risks to shareholders in the event that these entities are not properly registered with the
Commission as a broker or dealer, national securities exchange and/or clearing agency.
12.In your response, you state that the Upstream technology will reject securities buy orders
from cryptographic keypairs that, pursuant to their KYC review, come from U.S.  persons.
You further state that no securities buy orders are accepted without a user having
successfully undergone the Upstream KYC review process.  In your next filing, please
describe in greater detail the KYC policies and procedures of Upstream.  In responding to
this comment, please clarify the extent to which such KYC policies and procedures
involve self-certification or IP address monitoring.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 March 24, 2023 Page 4
 FirstName LastName
Brian John
Jupiter Wellness, Inc.
March 24, 2023
Page 4
            Please contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur Marcus, Esq.

United States securities and exchange commission logo
March 14, 2023
Brian John
Chief Executive Officer
Jupiter Wellness, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Registration Statement on Form S-1
Filed February 15, 2023
File No. 333-269794
Dear Brian John:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed February 15, 2023
General
1.We note your correspondence dated February 24, 2023 relating to the Form 8-K filed on
January 10, 2023.  We are evaluating your responses to the comments we issued on
February 13, 2023 and may have further comments to be addressed in this registration
statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 March 14, 2023 Page 2
 FirstName LastName
Brian John
Jupiter Wellness, Inc.
March 14, 2023
Page 2
statement.
            Please contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
February 13, 2023
Brian John
Chief Executive Officer
Jupiter Wellness, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Form 8-K
Filed January 10, 2023
File No. 001-39569
Dear Brian John:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed 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.”
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

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 February 13, 2023 Page 2
 FirstName LastNameBrian John
Jupiter Wellness, Inc.
February 13, 2023
Page 2
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).
3.The press release indicates that shareholders are eligible to claim digital NFTs. Explain
whether you are planning to offer any digital dividends to shareholders and disclose the
process for distribution of digital dividends, including whether the digital dividends will
be limited to those who hold the tokenized shares.  Also explain how you will inform and
communicate to shareholders in regard to any digital dividends or gifts, with respect to the
tokenized shares.
4.With a view toward disclosure, please clarify whether there could be discrepancies
between the trading prices of common shares on Nasdaq and the tokenized shares on
Upstream, whether resulting from different liquidity in the markets or otherwise.
5.With a view toward disclosure, please clarify what information is publicly available about
the trading activity that occurs on Upstream and, in particular, what information holders of
common shares would have about the trading on Upstream before making a decision to
exchange their common shares for tokenized shares. In your January 10, 2023 press
release, you refer investors to the Upstream website for additional details on the Jupiter
Wellness listing, how shareholders can deposit shares and trade on Upstream, and how to
claim the commemorative NFT.
6.You state that “Global investors can now trade by downloading Upstream from their
preferred app store at https://upstream.exchange/, creating an account by tapping sign up.”
However, you also state that “U.S. investors are not permitted to purchase Upstream listed
securities. U.S. and Canadian citizens will only be able to trade in securities they currently
own, that have been listed on Upstream, for liquidation purposes only.”  With a view
toward disclosure, please clarify and reconcile these two statements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameBrian John
 Comapany NameJupiter Wellness, Inc.
 February 13, 2023 Page 3
 FirstName LastName
Brian John
Jupiter Wellness, Inc.
February 13, 2023
Page 3
            Please contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur Marcus, Esq.

CORRESP
1
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November
7, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Jupiter
    Wellness, Inc.

    Form
    S-3 (as amended)

    File
    No. 333-267644

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Jupiter Wellness, Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 9:30
a.m. Eastern Time on November 9, 2022, or as soon as practicable thereafter.

    Very
truly yours,

    Jupiter
    Wellness, Inc.

    By:
    /s/
    Brian S. John

    Brian
    S. John

    Chief
    Executive Officer

United States securities and exchange commission logo
October 3, 2022
Brian John
Chief Executive Officer
Jupiter Wellness, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Registration Statement on Form S-3
Filed September 28, 2022
File No. 333-267644
Dear Brian John:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Arthur Marcus, Esq.

CORRESP
1
filename1.htm

Jupiter
Wellness, Inc.

1061
E. Indiantown Rd., Ste. 110

Jupiter,
FL 33477

June
21, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:
Mr. Aric-James Prazeres and Mr. Jason Drory

    Re:
    Jupiter
    Wellness, Inc.

    Registration
    Statement on Form S-3

    Filed
    June 13, 2022

    File
    No. 333-265561

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Jupiter Wellness, Inc. (the “Company”) hereby requests
acceleration of the effectiveness of the above-referenced Registration Statement, so that such Registration Statement will become effective
as of 9.00 a.m. Eastern time, Wednesday, June 22, 2022 or as soon as practicable thereafter.

    Very
    truly yours,

    JUPITER
    WELLNESS, INC.

    By:

    /s/
    Brian S. John

    Brian
    S. John

    Chief
    Executive Officer

United States securities and exchange commission logo
June 17, 2022
Brian John
Chief Executive Officer
Jupiter Wellness, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Registration Statement on Form S-3
Filed June 13, 2022
File No. 333-265561
Dear Mr. John:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aric-James Prazeres at 202-551-4841 or Jason Drory at 202-551-
8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mayank Pradhan

CORRESP
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July
19, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Jupiter
    Wellness, Inc. (CIK: 1760903)

    Registration
    Statement No. 333-258005 on Form S-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:30 p.m. Eastern Time, July 21, 2021, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

    By:
    AEGIS CAPITAL CORP.

    By:

    /s/
    Robert Eide

    Name:
    Robert
    Eide

    Title:
    Co-head
    of Investment Banking

CORRESP
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July
19, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Jupiter
    Wellness, Inc. (CIK: 0001760903)

    Registration
    Statement No. 333-258005 on Form S-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Jupiter Wellness, Inc. hereby requests the acceleration of the effective date of the above
referenced Registration Statement so that it will become effective at 4:30 p.m. Eastern Time, July 21, 2021, or as soon thereafter as
practicable.

    Jupiter
    Wellness, Inc.

    By:

    /s/
    Brian S. John

    Name:
    Brian
    S. John

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
July 8, 2021
Brian John
Chief Executive Officer
Jupiter Wellness, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Draft Registration Statement on Form S-1
Submitted July 2, 2021
CIK No. 0001760903
Dear Mr. John:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur S. Marcus, Esq.

CORRESP
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  June 14, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Irene Paik

    RE:
    Jupiter Wellness, Inc. (CIK: 0001760903)

    Registration Statement No. 333-256764 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Jupiter
Wellness, Inc. hereby requests the acceleration of the effective date of the above referenced Registration Statement so that it will become
effective at 4:00 p.m. Eastern Time, June 15, 2021, or as soon thereafter as practicable.

    Jupiter Wellness, Inc.

    By:
    /s/ Brian S. John

    Name:
    Brian S. John

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
June 9, 2021
Brian S. John
Chief Executive Officer
Jupiter Wellness, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Registration Statement on Form S-1
Filed June 4, 2021
File No. 333-256764
Dear Mr. John:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus, Esq.

CORRESP
1
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Jupiter Wellness, Inc.

725 N. Hwy A1A, Suite C-106

Jupiter, FL 33477

Tel: (561) 244-7100

October 27, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Attention:

    Mary
    Beth Breslin

    Kristin
                                    Lochhead

        Kate
        Tillan

        Jeffrey
        Gabor

      Re:

    Jupiter
                                    Wellness, Inc.

        Registration
        Statement on Form S-1

        Filed
        October 26, 2020

        File
        No. 333-239229

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Jupiter Wellness, Inc. hereby respectfully requests acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:15 p.m.
Eastern Daylight Time, October 29, 2020, or as soon as practicable thereafter.

    Very truly yours,

    Jupiter Wellness, Inc.

    By: /s/ Brian John

        Brian John

        Chief Executive Officer

CORRESP
1
filename1.htm

October 27, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Mary Beth Breslin

        Kristin Lochhead

        Kate Tillan

        Jeffrey Gabor

    Re:

        Jupiter Wellness, Inc. (the “Company”)

        Registration Statement on Form S-1 (File No. 333-239229)

Ladies and Gentlemen:

Pursuant to Rule of the General Rules and Regulations of
the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Aegis
Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 4:15 p.m. Eastern Time, October 29, 2020, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
of the Securities and Exchange Commission under the Act, we wish to advise you that we have effected the following distribution
of the Company’s Preliminary Prospectus, dated October 26, 2020, through the date hereof:

Preliminary Prospectus dated October 26, 2020:

500+ copies to prospective underwriters, institutional investors,
dealers and others

The undersigned advises that it has complied and will continue
to comply, and that is has been informed by the participating underwriters and dealers that they have complied with and will continue
to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

    AEGIS CAPITAL CORP.

    By:

        /s/ Robert J. Eide

    Name:

    Robert J. Eide

    Title:

    Chief Executive Officer

CORRESP
1
filename1.htm

Jupiter
Wellness, Inc.

725
N. Hwy A1A, Suite C-106

Jupiter,
FL 33477

Tel:
(561) 244-7100

October
22, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:
Mr. Jeffery Gabor

Re:
Jupiter Wellness, Inc.

Registration
Statement on Form S-1

File
No. 333-239229

Dear
Mr. Gabor:

Jupiter
Wellness, Inc. (the "Company") hereby respectfully requests withdrawal of its acceleration request letter filed
as correspondence via EDGAR on October 19, 2020, which requested that the above-referenced Registration Statement on Form S-1
(File No. 333-239229) become effective on Wednesday , October 21, 2020 at 5:00 p.m., Eastern
Time, or as soon as reasonably practicable thereafter. The Registrant is no longer
requesting that such Registration Statement be declared effective at this specific date and time and the Registrant hereby formally
withdraws its request for acceleration of the effective date as stated above.

If
you have any questions regarding the foregoing, please contact our counsel at Sichenzia Ross Ference LLP (Arthur S. Marcus)
at (646) 810-0592 or (516) 459-8161.

    Very truly yours,

    Jupiter Wellness, Inc.

    By: /s/
    Brian John

    Brian
        John

        Chief
        Executive Officer

CORRESP
1
filename1.htm

WestPark Capital, Inc.

Suite 310, 1900 Avenue of the Stars

Los Angeles, CA 90067

United States of America

As representatives of the several underwriters

VIA EDGAR

October 20, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Mary Beth Breslin

        Kristin Lochhead

        Kate Tillan

        Jeffrey Gabor

      Re:

        Jupiter Wellness, Inc. (the “Company”)

        Registration Statement on Form S-1 (File No. 333-239229)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as
amended (the “Securities Act”), the undersigned, as representatives of the several underwriters of the
Company’s proposed initial public offering, hereby joins the Company’s request that the effective date of the above-referenced
Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m.,
Eastern Time, on October 21, 2020, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the Securities Act, the undersigned
wishes to advise you that it has effected the following distribution of the Company’s Preliminary Prospectus, dated September
4, 2020, through the date hereof:

Preliminary Prospectus dated October 13,
2020:

1,000 copies to prospective underwriters, institutional investors,
dealers and others

The undersigned advises that it has complied and will continue
to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue
to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left
Blank]

Very truly yours,

    By WESTPARK CAPITAL, INC.

    By:

        /s/ Craig Kaufman

    Authorized Representative

Acting on behalf of itself and as the

Representative of the several Underwriters

CORRESP
1
filename1.htm

Jupiter Wellness, Inc.

725 N. Hwy A1A, Suite C-106

Jupiter, FL 33477

Tel: (561) 244-7100

October 20, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Attention:

    Mary
    Beth Breslin

    Kristin
                                    Lochhead

        Kate
        Tillan

        Jeffrey
        Gabor

      Re:

    Jupiter
                                    Wellness, Inc.

        Registration
        Statement on Form S-1

        Filed
        October 13, 2020

        File
        No. 333-239229

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Jupiter Wellness, Inc. hereby respectfully requests acceleration of the
effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00
p.m. Eastern Daylight Time, October 21, 2020, or as soon as practicable thereafter.

    Very truly yours,

    Jupiter Wellness, Inc.

    By: /s/ Brian John

        Brian John

        Chief Executive Officer

CORRESP
1
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JUPITER WELLNESS, INC.

725 N. Hwy A1A, Suite C-106

Jupiter, FL 33477

                                               October 13, 2020

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Mary Beth Breslin,
Kristin Lochhead, Kate Tillan, Jeffrey Gabor

Re: Jupiter Wellness, Inc.

Amendment No. 5 to Registration
Statement on Form S-1

Filed September 4,
2020

File No. 333-239229

Ladies and Gentlemen:

Jupiter Wellness, Inc.
(the “Company”) is hereby submitting Amendment No. 6 to the Company’s Registration Statement on Form S-1 (“Amendment
No. 6”). Amendment No. 6 reflects the Company’s changes in response to the comments from the staff (the “Staff”)
of the Securities and Exchange Commission, received on October 9, 2020, relating to the above-referenced Amendment No. 5 to the
Registration Statement on Form S-1 and certain updates primarily relating to the Company’s
application to list on NASDAQ being approved.

For the Staff's convenience,
the Staff's comments have been stated below in bold type, followed by the Company’s responses thereto. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 6 and all references to page numbers in such
responses are to page numbers in Amendment No. 6.

Amendment No. 5 to Registration Statement on Form S-1 filed
September 4, 2020

Business

Legal Proceedings, page 46

1. Please provide disclosure required by
Item 103 of Regulation S-K with respect to the August 25, 2020 judgment against the company in the Eighth Judicial District Court
of the State of Nevada, or provide an analysis supporting your conclusion that such disclosure is not required.

RESPONSE: The case involved a claim brought
by Mr. Anthony Menke (the “Plaintiff”) against Krista Whitley (“Ms. Whitley”), the former owner of Magical
Beasts LLC. Mr. Menke had obtained a judgement against Ms. Whitley in 2012 in Canada. In July 2020, the Plaintiff sought to enforce
the judgement in the Eighth Judicial district Court of the State of Nevada. Further in July 2020, the Plaintiff sought to impute
the judgement against Ms. Whitley to Magical Beasts. In August 2020, the Nevada court imputed the judgement to Magical Beasts and
directed that the Company not pay any amounts owed to Ms. Whitley without first paying the Plaintiff. This is similar to a notice
of garnishment. On October 12, 2020, the Company, Magical Beasts, Ms. Whitley and the plaintiff reached a settlement whereby the
Company agreed that it will make the first $300,000 of payments owed to Ms. Whitley under the Magical Beasts acquisition agreement
to the Plaintiff and that any amounts paid to the Plaintiff would be deducted from the amounts owed by the Company to Ms. Whitley.
While we will address this comment more in response #2, we believe that the litigation itself has no material effect on the Company
as the Company had already disclosed that it intended to pay $1.0 million of the proceeds of the offering to Ms. Whitley and the
$1.0 million liability was already on the Company’s financial statements as a liability. Pursuant to the settlement agreement,
it will pay the first $300,000 of the $1.0 million to the Plaintiff and that the amount paid to the Plaintiff will be offset against
the amount owed to Ms. Whitley. We had a verbal agreement from Ms. Whitley related to the offset
dating back to when we learned of this claim and now have a signed settlement agreement documenting the offset. We have revised
the Legal Proceedings and Use of Proceeds sections as well as the Company’s June 30th unaudited interim financials included
herein to include disclosure related to the matter. Please see pages 22 and 46.

Unaudited Financial Statements

Note 13. Commitments and Contingencies, page F-30

2. We reference the August 25, 2020 judgment
against the company in the Eighth Judicial District Court of the State of Nevada.  Please tell us how you considered the guidance
in ASC 450-20-25 in determining whether you should accrue or disclose any underlying loss contingency in the notes to the financial
statements.   Please note that in accordance with ASC 450-20-50-1, the nature (and possibly amount) of any accruals made
for a loss contingency should be disclosed in the notes to your financial statements. Also, ASC 450-20-50-3 requires that if no
accrual is made for a loss contingency because one or both of the conditions are not met, or an exposure to loss exists in excess
of the amount accrued pursuant to the provisions of ASC 450-20-30-1, disclosure of the contingency shall be made when there is
at least a reasonable possibility that a loss or an additional loss may have been incurred. The disclosure shall indicate the nature
of the contingency and shall give an estimate of the possible loss or range of loss or state that such an estimate cannot be made.

RESPONSE: The Company has considered the guidance
in the referenced ASC sections. The judgment does not meet the definition of a possible or probable loss contingency given there
will be no additional expense or charge to the company as a result of any payments or rewards to the plaintiff since such a payment
will reduce the amounts paid to the seller under the already accrued note payable. As you know a loss contingency is defined as
follows:

An
existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an entity that will ultimately
be resolved when one or more future events occur or fail to occur. The term loss is used for convenience to include many charges
against income that are commonly referred to as expenses and others that are commonly referred to as losses.

The judgement against Magical Beasts and
the order requiring the Company to pay the Plaintiff before paying any amounts to Ms. Whitley will have no effect on the
Company’s consolidated financial statements as the $1.0 million liability is already shown as a direct liability on the
Company’s financial statements and there is no separate contingent liability that would need to be booked. Ms. Whitley
has agreed in writing that any amounts that the Company pays to the plaintiff will be offset against the $1.0 million owed to
Ms. Whitley. Accordingly, we respectfully believe that the financial statements require no adjustments.

We believe any possible difference in the
interest rate currently being earned by Ms. Whitley on her note and the interest charged as a result of the judgment and
action taken above to be immaterial. Since this matter does change the nature of the seller note described in Note 8 to our
unaudited financials, we have added additional disclosure related to this matter to notes 13 and 14 in the unaudited
financials for the purpose of additional clarity and transparency.

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 or on Amendment No. 6 filed herewith. Thank you.

    Sincerely,

    /s/ Brian John

        Brian John

        Chief Executive Officer

cc: (via email)

Arthur Marcus

United States securities and exchange commission logo
October 9, 2020
Brian S. John
Chief Executive Officer
Jupiter Wellness, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed September 4, 2020
File No. 333-239229
Dear Mr. John:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 5 to Registration Statement on Form S-1 filed September 4, 2020
Business
Legal Proceedings, page 46
1.Please provide disclosure required by Item 103 of Regulation S-K with respect to the
August 25, 2020 judgment against the company in the Eighth Judicial District Court of the
State of Nevada, or provide an analysis supporting your conclusion that such disclosure is
not required.
Unaudited Financial Statements
Note 13. Commitments and Contingencies, page F-30
2.We reference the August 25, 2020 judgment against the company in the Eighth Judicial
District Court of the State of Nevada.  Please tell us how you considered the guidance in
ASC 450-20-25 in determining whether you should accrue or disclose any underlying loss

 FirstName LastNameBrian S. John
 Comapany NameJupiter Wellness, Inc.
 October 9, 2020 Page 2
 FirstName LastName
Brian S. John
Jupiter Wellness, Inc.
October 9, 2020
Page 2
contingency in the notes to the financial statements.   Please note that in accordance with
ASC 450-20-50-1, the nature (and possibly amount) of any accruals made for a loss
contingency should be disclosed in the notes to your financial statements. Also, ASC 450-
20-50-3 requires that if no accrual is made for a loss contingency because one or both of
the conditions are not met, or an exposure to loss exists in excess of the amount accrued
pursuant to the provisions of ASC 450-20-30-1, disclosure of the contingency shall be
made when there is at least a reasonable possibility that a loss or an additional loss may
have been incurred. The disclosure shall indicate the nature of the contingency and shall
give an estimate of the possible loss or range of loss or state that such an estimate cannot
be made.
            You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at 202-551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

JUPITER WELLNESS, INC.

725 N. Hwy A1A, Suite C-106

Jupiter, FL 33477

                                               September 4, 2020

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Mary Beth Breslin,
Kristin Lochhead, Kate Tillan, Jeffrey Gabor

Re: Jupiter Wellness, Inc.

Amendment No. 4 to Registration
Statement on Form S-1

Filed August 25, 2020

File No. 333-239229

Ladies and Gentlemen:

Jupiter Wellness, Inc.
(the “Company”) is hereby submitting Amendment No. 5 to the Company’s Registration Statement on Form S-1 (“Amendment
No. 5”). Amendment No. 5 reflects the Company’s changes in response to the comments from the staff (the “Staff”)
of the Securities and Exchange Commission, received on September 3, 2020, relating to the above-referenced Amendment No. 4 to the
Registration Statement on Form S-1.

For the Staff's convenience,
the Staff's comments have been stated below in bold type, followed by the Company’s responses thereto. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 5 and all references to page numbers in such
responses are to page numbers in Amendment No. 5.

Amendment No. 4 to Registration Statement on Form S-1 filed
August 25, 2020

Management's Discussion and Analysis of Financial Condition
and Results of Operations Results of Operations, For the Three and Six Months Ended June 30, 2020, page 36.

1. We see that you attribute the increase in revenue and
cost of sales during the three and six months ended June 30, 2020 to only having nominal operations during 2019. Please
revise to provide additional disclosure about the reasons for the material increase such as acquisitions or the introduction
of new products. Reference Item 303(b) of Regulation S-X and SEC Release No. 33-8350.

RESPONSE: The Company has provided additional disclosure breaking
out the primary products that resulted in the increased revenues during the three and six month periods ended June 30, 2020. See
pages 36 and 37.

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 Amendment No. 4. Thank you.

    Sincerely,

    /s/ Brian John

        Brian John

        Chief Executive Officer

cc: (via email)

Arthur Marcus

United States securities and exchange commission logo
September 3, 2020
Brian S. John
Chief Executive Officer
Jupiter Wellness, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed August 25, 2020
File No. 333-239229
Dear Mr. John:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1 filed August 25, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations, For the three and six months ended June 30, 2020, Revenues, page 36
1.We reference the changes made in response to comment two in our letter dated August 24,
2020.  While we note that 41% of the increase in revenue for the six months ended June
30, 2020 was attributable to Magical Beasts, please revise to also discuss the other product
lines that attributed to the remainder of the increase.  For example, please quantify the
impact on revenue of the sunscreen spray product line as well as any contribution to
revenue from non-recurring sources such as masks, gloves and hand sanitizer, as noted on
page 32.

 FirstName LastNameBrian S. John
 Comapany NameJupiter Wellness, Inc.
 September 3, 2020 Page 2
 FirstName LastName
Brian S. John
Jupiter Wellness, Inc.
September 3, 2020
Page 2
            You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at 202-551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

JUPITER WELLNESS, INC.

725 N. Hwy A1A, Suite C-106

Jupiter, FL 33477

                                               August
25, 2020

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Mary Beth Breslin,
Kristin Lochhead, Kate Tillan, Jeffrey Gabor

Re: Jupiter Wellness, Inc.

Amendment No. 3 to the
Registration Statement on Form S-1

Filed August 17, 2020

File No. 333-239229

Ladies and Gentlemen:

Jupiter Wellness,
Inc. (the “Company”) is hereby submitting Amendment No. 4 to the Company’s Registration Statement on Form
S-1 (“Amendment No. 4”). Amendment No. 4 reflects the Company’s changes in response to the comments from
the staff (the “Staff”) of the Securities and Exchange Commission, received on August 24, 2020, relating to the
above-referenced Amendment No. 3 to the Registration Statement on Form S-1.

For the Staff's convenience,
the Staff's comments have been stated below in bold type, followed by the Company’s responses thereto. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 4 and all references to page numbers in such
responses are to page numbers in Amendment No. 4.

Amendment No. 3 to Registration Statement on Form S-1 filed
August 17, 2020

Dilution, page 24

1. Please revise your actual
and pro forma net tangible book value to exclude your intangible assets, such as goodwill and intangible assets.

RESPONSE: The Company has revised the dilution table on page 24
to exclude intangible assets.

Management's Discussion and Analysis of Financial Condition
and Results of Operations Results of Operations, For the Three and Six Months Ended June 30, 2020, page 36.

2. We see that you attribute the increase in revenue and cost
of sales during the three and six months ended June 30, 2020 to only having nominal operations during 2019. Please revise to provide
additional disclosure about the reasons for the material increase such as acquisitions or the introduction of new products. Reference
Item 303(b) of Regulation S-X and SEC Release No. 33-8350.

RESPONSE: The Company has revised the disclosure in its Management's
Discussion and Analysis of Financial Condition and Results of Operations in response to the Staff’s comments. See page 36.

Exhibit 5.1, page 65

 3. Please have counsel
revise the opinion to opine that the warrants and units will be binding obligations of the company in accordance with
Sections II.B.1.f and II.B.1.h of Staff Legal Bulletin No. 19.

RESPONSE: Company counsel has amended its opinion to include
that the warrants and units will be binding obligations of the Company and that the units will be legally issued, fully paid
and non-assessable in accordance with Staff Legal bulletin No. 19.

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 Amendment No. 4. Thank you.

    Sincerely,

    /s/ Brian John

        Brian John

        Chief Executive Officer

cc: (via email)

Arthur Marcus

United States securities and exchange commission logo
August 24, 2020
Brian S. John
Chief Executive Officer
Jupiter Wellness, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed August 17, 2020
File No. 333-239229
Dear Mr. John:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1 filed August 17, 2020
Dilution, page 24
1.Please revise your actual and pro forma net tangible book value to exclude your intangible
assets, such as goodwill and intangible assets.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, For the Three and Six Months Ended June 30, 2020, page 36
2.We see that you attribute the increase in revenue and cost of sales during the three and six
months ended June 30, 2020 to only having nominal operations during 2019. Please revise
to provide additional disclosure about the reasons for the material increase such as
acquisitions or the introduction of new products. Reference Item 303(b) of Regulation S-X
and SEC Release No. 33-8350.

 FirstName LastNameBrian S. John
 Comapany NameJupiter Wellness, Inc.
 August 24, 2020 Page 2
 FirstName LastName
Brian S. John
Jupiter Wellness, Inc.
August 24, 2020
Page 2
Exhibit 5.1, page 65
3.Please have counsel revise the opinion to opine that the warrants and units will be binding
obligations of the company in accordance with Sections II.B.1.f and II.B.1.h of Staff
Legal Bulletin No. 19.
            You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at 202-551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

JUPITER WELLNESS, INC.

725 N. Hwy A1A, Suite C-106

Jupiter, FL 33477

                                               August
17, 2020

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Mary Beth Breslin,
Kristin Lochhead, Kate Tillan, Jeffrey Gabor

Re: Jupiter Wellness, Inc.

Amendment No. 1 to Registration
Statement on Form S-1

Filed July 28, 2020

File No. 333-239229

Ladies and Gentlemen:

Jupiter Wellness, Inc.
(the “Company”) is hereby submitting an Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No.
2”). Amendment No. 2 updates the Registration statement to include updated information including the financial information
for the quarter ended June 30, 2020 and related disclosure for the quarter ended June 30, 2020 and includes our previously omitted
opinion of counsel.

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

CORRESP
1
filename1.htm

JUPITER WELLNESS, INC.

725 N. Hwy A1A, Suite C-106

Jupiter, FL 33477

                                               July
28, 2020

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Mary Beth Breslin,
Kristin Lochhead, Kate Tillan, Jeffrey Gabor

Re: Jupiter Wellness, Inc.

Amendment No. 1 to Registration
Statement on Form S-1

Filed July 14, 2020

File No. 333-239229

Ladies and Gentlemen:

Jupiter Wellness, Inc.
(the “Company”) is hereby submitting an Amendment No. 2 to Registration Statement on Form S-1 (“Submission
No. 6”). The Company previously submitted a Draft Registration Statement on Form S-1 on a confidential basis pursuant
to Title I, Section 106 under the Jumpstart Our Business Startups Act with the Securities and Exchange Commission (the “Commission”)
on October 22, 2019 (the “Draft Submission”), a Second Draft Registration Statement on December 13, 2019
(“Submission No. 2”), a Third Draft Registration Statement on January 21, 2020 (“Submission
No. 3”), a Registration Statement on Form S-1 on June 17, 2020 (“Submission No. 4”) and
an Amendment No. 1 to Registration Statement on Form S-1 on July 14, 2020 (“Submission No. 5”). Submission
No. 6 has been revised to reflect the Company’s responses to the comment letter to Submission No. 5 received on July 23,
2020 from the staff of the Commission (the “Staff”) as well as certain other changes including our change
of underwriter.

For ease of review, we
have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Submission No. 6 and all references
to page numbers in such responses are to page numbers in Submission No. 6.

Amendment No. 1 to Registration Statement on Form S-1 filed
July 14, 2020

Risk Factors

Our Second Amended and Restated Certificate of Incorporation
contains an exclusive forum provision..., page 21

    1.
    We note your response to prior comment 10 and the language in your Second Amended and Restated Certificate of Incorporation which states that the exclusive forum provision does not apply to claims under the Securities Act of 1933 or the Exchange Act of 1934. Please revise your disclosure on page 21, which appears to allow for some exceptions, for consistency with the provision that appears in your certificate.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised page 21  accordingly.

      1

Unaudited Financial
Statements

Note 10. Warrants
and Options, page F-25

    2.
    In response to prior comment 4, you told us that you continued to use $1.00 as the underlying value of your common stock for purposes of valuing options granted in February and March of 2020. This value was based on common stock issued to third parties in December 2019. Please tell us how you considered the company's significant advancements in the quarter ended March 31, 2020, as noted in your response, in determining that these advancements had no impact on the valuation of your common stock in the quarter.

        Response:
        We continued to use $1.00 per share as the fair market value price due to that being the last sale of our common stock to a third
        party at that time. We intend to update the market price for share grants and other equity items when we have additional third
        party sales, our stock is quoted on an exchange or when facts and circumstances would indicate that the previous price paid by
        a third party for cash as a type one fair value indicator should no longer be relied upon. We note that we have not issued any
        subsequent options or warrants since the Magical Beast acquisition.

        To provide a background on the
        factors that we considered in setting the $1.00 valuation, we began discussions with Magical Beasts and drafted a letter of
        intent in August 2019. During that time period (particularly September 2019 to November 2019), the Company was conducting
        a Regulation A offering at $1.00 per share. Prior to the Regulation A offering, we had conducted private sales at $0.25 per
        share. The Offering Statement for our Regulation A offering in September 2019 included discussions that we had possible
        acquisition plans and the Company took that into account in setting the $1.00 offering price.

        While, the Magical Beasts
        acquisition created additional top line revenue, we do not believe that in and of itself it was the primary factor in the
        recent increase in value. In fact, in both 2019 and the first part of 2020, Magical Beasts operated at a net loss and provided
        negative net cash flows from operations. As seen in the pro forma information in Amendment No. 1 to our Form S-1,
        the acquisition resulted in only an $11,000 change in gross profit. As part of the acquisition, we had a third party
        consultant perform a valuation and purchase price allocation that also used $1.00 as the valuation of our common stock. Thus,
        we used $1.00 for the option exercise price.

        As stated in our last response
        letter, we believe that there have been several key developments that have enhanced our value, most of which took place after
        the quarter ended March 31, 2020. Specifically, on April 6, 2020, we filed a provisional Patent for our CBD Sunscreen
        Formulations followed by a Completed Formulation of Caniderm RX in May 2020. In June 2020, we filed an additional
        provisional Patent for Oro-nasal formulations of CBD and aspartame for the treatment of respiratory viruses including
        Covid-19 formulations. In July, we initiated a Clinical Trial of Caniderm Rx, which we consider to be our ultimate core
        product, for the treatment of eczema. We also made our first sales of personal protective equipment (PPE) in April 2020.

        We believe that these
        advancements and developments, subsequent to March 31, 2020, played a key role in setting our target offering price in the
        current public offering. This information did not exist as of the February and March option grants. If we were to issue
        equity awards today, we would revisit our first quarter stock valuation based upon the different facts and circumstances
        that exist today, as well as taking into effect any sale of shares in our current
        public offering. As discussed, we have
        not issued any options or warrants since these developments occurred.

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

United States securities and exchange commission logo
July 23, 2020
Brian S. John
Chief Executive Officer
Jupiter Wellness, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 14, 2020
File No. 333-239229
Dear Mr. John:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 9, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed July 14, 2020
Risk Factors
Our Second Amended and Restated Certificate of Incorporation contains an exclusive forum
provision..., page 21
1.We note your response to prior comment 10 and the language in your Second Amended
and Restated Certificate of Incorporation which states that the exclusive forum provision
does not apply to claims under the Securities Act of 1933 or the Exchange Act of
1934.  Please revise your disclosure on page 21, which appears to allow for some
exceptions, for consistency with the provision that appears in your certificate.

 FirstName LastNameBrian S. John
 Comapany NameJupiter Wellness, Inc.
 July 23, 2020 Page 2
 FirstName LastName
Brian S. John
Jupiter Wellness, Inc.
July 23, 2020
Page 2
Unaudited Financial Statements
Note 10. Warrants and Options, page F-25
2.In response to prior comment 4, you told us that you continued to use $1.00 as the
underlying value of your common stock for purposes of valuing options granted in
February and March of 2020. This value was based on common stock issued to third
parties in December 2019. Please tell us how you considered the company's significant
advancements in the quarter ended March 31, 2020, as noted in your response, in
determining that these advancements had no impact on the valuation of your common
stock in the quarter.
            You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at 202-551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

JUPITER WELLNESS, INC.

725 N. Hwy A1A, Suite C-106

Jupiter, FL 33477

                                               July 14, 2020

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Mary Beth Breslin,
Kristin Lochhead, Kate Tillan, Jeffrey Gabor

Re: Jupiter Wellness, Inc.

Registration Statement on
Form S-1

Filed June 17, 2020

File No. 333-239229

Ladies and Gentlemen:

Jupiter Wellness, Inc.
(the “Company”) is hereby submitting a Registration Statement on Form S-1 (“Submission No. 5”).
The Company previously submitted a Draft Registration Statement on Form S-1 on a confidential basis pursuant to Title I, Section
106 under the Jumpstart Our Business Startups Act with the Securities and Exchange Commission (the “Commission”)
on October 22, 2019 (the “Draft Submission”), a Second Draft Registration Statement on December 13, 2019
(“Submission No. 2”), a Third Draft Registration Statement on January 21, 2020 (“Submission
No. 3”) and a Registration Statement on Form S-1 on June 17, 2020 (“Submission No. 4”).
Submission No. 5 has been revised to reflect the Company’s responses to the comment letter to Submission No. 4 received on
July 9, 2020 from the staff of the Commission (the “Staff”) as well as certain other changes including
our change of underwriter.

For ease of review, we
have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Submission No. 5 and all references
to page numbers in such responses are to page numbers in Submission No. 5.

Prospectus
Summary

Our
Growth Strategy, page 2

 1. We note that you have started selling products named "Wellness
1937 Temple Tonic" and other products "formulated to provide immediate cooling relief for pain." Products that are
intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease and/or intended to affect the structure
or any function of the body are considered drugs under the Federal Food, Drug and Cosmetic Act and subject to FDA approval. Please
revise to describe the regulatory status of these products, or revise to avoid unsubstantiated therapeutic claims.

    Response: The Company respectfully
                              acknowledges the Staff’s comment and has revised pages 2, 32 and F-13 to remove the aforementioned
                              language. The Company has also included the following disclaimer to its website: “These products
                              have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose,
                              treat, cure, or prevent any disease.”

      1

Use
of Proceeds, page 23

 2. We note that you will
use proceeds to discharge your $1,000,000 promissory note. Please revise this section to disclose the interest rate and maturity
date of the note. Refer to Instruction 4 of Item 504 of Regulation S-K.

    Response: The Company respectfully
                              acknowledges the Staff’s comment and has revised the Use of Proceeds section accordingly.

Management's Discussion and Analysis of Financial Condition
and Results of Operations Significant Accounting Policies and Estimates, page 33

 3. Please disclose the methods that management used to determine
the fair value of the company's shares and the nature of the material assumptions involved, the extent to which the estimates are
considered highly complex and subjective, and the fact that these estimates will not be necessary to determine the fair value of
new awards once the underlying shares begin trading.

    Response: The Company respectfully acknowledges
the Staff’s comment and has revised Submission No. 5 accordingly.

    The value of our common shares issued was based
upon the last sales price of our common stock to a third party. From January through September 2019 we had multiple sales of common
stock at $.25 per share. From September through the end of 2019 we sold our stock at $1.0 per share. Issuances and grants throughout
the year were all based upon the last sales price for sales of our stock for cash to third parties. Once our shares are traded
we will use the closing share price on a quoted exchange as a basis for valuing our stock grants.

 4. We see that the expected initial public offering price is $7.50
per unit, which includes common stock and a warrant. Please tell us the reasons for any differences between the recent valuations
of your common stock leading up to the initial public offering and the estimated offering price attributed to common stock. This
information will help facilitate our review of your accounting for equity issuances including stock compensation.

    Response: The Company
is hereby supplementally responding to this comment. The Company has undergone significant change since the previous valuations
of their shares. Specifically, the Company and the underwriter have taken the following items into consideration in determining
the value of the Company’s shares:

 · The Company filed additional patents on CBD/Aspartame for treatment of respiratory viruses;

 · The Company completed its first cell culture trial on the ability of CaniSun to prevent cell death
in skin cells treated with UV irradiation. This is currently in press in the Journal of Cosmetic Dermatology;

 · Entered the Clinical phase of its CBD/Aspartame treatment for eczema;

 · The Company started a PPV division to sell equipment and added a hand sanitizer product;

 · The Company acquired all of the membership interests of Magical Beasts LLC and entered into a Sales
Agency Agreement with magical Beasts and its former owner which significantly expanded the Company’s sales and marketing
capabilities; and

 · The Company entered into a distribution agreement with Ayako Holdings, Inc. to distribute Ayako’s
products and to take ownership of certain intellectual property.

      2

As disclosed in the Registration
Statement, the underwriter and the Company independently negotiated a valuation from the Company (as is done in most initial public
offerings) which is not necessarily based on the Company’s current revenues and earnings or its net asset value. The Company
and the Underwriter factored in what it sees as the Company’s current and long term prospects in determining what it believes
to be an appropriate valuation

Financial Statements

Report of Independent Registered Public Accounting Firm, page
F-2

 5. Please request your accounting firm to revise the last
sentence of their opinion to refer to the periods opined upon for the results of operations and cash flows. Refer to AS 3101.02(e).
This comment also applies to the report on page F-30.

    Response: The Company respectfully
                              acknowledges the Staff’s comment and has had its 	accounting firm revise the last sentence
                              of their opinion to refer to the periods opined upon 	for the results of operations and cash
                              flows.

Note 2. Significant Accounting Policies Inventory, page F-8

 6. Please disclose the basis of stating inventories (for example, first-in first-out).
Refer to ASC 330-10-50-1.

    Response: The Company respectfully acknowledges the Staff’s comment and has
                              revised Submission No. 5 accordingly as we use the average cost method of accounting for inventory.

Revenue Recognition, page F-8

 7. Please disclose when you typically satisfy your performance obligations, the significant payment
terms, the nature of the goods or services you have promised to transfer, obligations for returns, refunds and similar obligations,
and types of warranties and related obligations. Refer to ASC 606-10-50-12.

    Response: The Company respectfully acknowledges the Staff’s
                              comment and has revised Submission No. 5 accordingly.

Condensed Consolidated
Financial Statements

Note 2. Significant Accounting Policies,
Revenue Recognition, page F-20

 8. Please tell us how you considered the disclosure of disaggregated revenue required by ASC
606-10-50-5.

    Response: The Company respectfully acknowledges the Staff’s
                              comment and has revised Submission No. 5 accordingly for additional disclosure.

    Our revenue currently is generated from one general product category
of health care products with one performance obligation and geographically there are no specific concentrations of our customer
base to disaggregate our revenue stream. Management internally does not view the current revenue stream disaggregated for operational
decisions between the old CBD revenue line or the new Magical Beast revenue line.

Note 11. Acquisition of Magical Beasts,
LLC, page F-26

 9. Please disclose the method of determining the fair value of the stock options issued as
consideration. Refer to ASC 805-30-50-1(b)(4).

    Response: The Company respectfully acknowledges the Staff’s
                              comment and has revised Submission No. 5 accordingly.

      3

Exhibits

 10. We note that your forum selection provision in your Second Amended and Restated Certificate
of Incorporation filed as Exhibit 3.5 identifies the New York as the sole and exclusive forum for certain litigation. Under an
appropriately titled risk factor, please describe the exclusive forum provision and the types of actions to which it relates and
disclose that such a provision may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable for
disputes with the company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims.
Please also disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If this provision
does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision
in your Second Amended and Restated Certificate of Incorporation states this clearly, or tell us how you will inform investors
in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

    Response: The Company respectfully acknowledges the Staff’s
                              comment and has i) included a risk factor on page 21 and ii) amended its charter to disclose that
                              the provision does not apply to actions arising under the Securities Act or Exchange Act.

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

United States securities and exchange commission logo
July 9, 2020
Brian S. John
Chief Executive Officer
Jupiter Wellness, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:Jupiter Wellness, Inc.
Registration Statement on Form S-1
Filed June 17, 2020
File No. 333-239229
Dear Mr. John:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 27, 2020 letter.
Registration Statement on Form S-1 filed June 17, 2020
Prospectus Summary
Our Growth Strategy, page 2
1.We note that you have started selling products named "Wellness 1937 Temple Tonic" and
other products "formulated to provide immediate cooling relief for pain."  Products that
are intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease
and/or intended to affect the structure or any function of the body are considered drugs
under the Federal Food, Drug and Cosmetic Act and subject to FDA approval.  Please
revise to describe the regulatory status of these products, or revise to avoid
unsubstantiated therapeutic claims.

 FirstName LastNameBrian S. John
 Comapany NameJupiter Wellness, Inc.
 July 9, 2020 Page 2
 FirstName LastNameBrian S. John
Jupiter Wellness, Inc.
July 9, 2020
Page 2
Use of Proceeds, page 23
2.We note that you will use proceeds to discharge your $1,000,000 promissory note.  Please
revise this section to disclose the interest rate and maturity date of the note.  Refer to
Instruction 4 of Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Significant Accounting Policies and Estimates, page 33
3.Please disclose the methods that management used to determine the fair value of the
company's shares and the nature of the material assumptions involved, the extent to which
the estimates are considered highly complex and subjective, and the fact that these
estimates will not be necessary to determine the fair value of new awards once the
underlying shares begin trading.
4.We see that the expected initial public offering price is $7.50 per unit, which includes
common stock and a warrant. Please tell us the reasons for any differences between the
recent valuations of your common stock leading up to the initial public offering and the
estimated offering price attributed to common stock. This information will help facilitate
our review of your accounting for equity issuances including stock compensation.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
5.Please request your accounting firm to revise the last sentence of their opinion to refer to
the periods opined upon for the results of operations and cash flows. Refer to AS
3101.02(e). This comment also applies to the report on page F-30.
Note 2. Significant Accounting Policies
Inventory, page F-8
6.Please disclose the basis of stating inventories (for example, first-in first-out). Refer to
ASC 330-10-50-1.
Revenue Recognition, page F-8
7.Please disclose when you typically satisfy your performance obligations, the significant
payment terms, the nature of the goods or services you have promised to transfer,
obligations for returns, refunds and similar obligations, and types of warranties and related
obligations. Refer to ASC 606-10-50-12.
Condensed Consolidated Financial Statements
Note 2. Significant Accounting Policies, Revenue Recognition, page F-20
8.Please tell us how you considered the disclosure of disaggregated revenue required by
ASC 606-10-50-5.

 FirstName LastNameBrian S. John
 Comapany NameJupiter Wellness, Inc.
 July 9, 2020 Page 3
 FirstName LastName
Brian S. John
Jupiter Wellness, Inc.
July 9, 2020
Page 3
Note 11. Acquisition of Magical Beasts, LLC, page F-26
9.Please disclose the method of determining the fair value of the stock options issued as
consideration. Refer to ASC 805-30-50-1(b)(4).
Exhibits
10.We note that your forum selection provision in your Second Amended and Restated
Certificate of Incorporation filed as Exhibit 3.5 identifies the New York as the sole and
exclusive forum for certain litigation. Under an appropriately titled risk factor, please
describe the exclusive forum provision and the types of actions to which it relates and
disclose that such a provision may limit a shareholder's ability to bring a claim in a
judicial forum that it finds favorable for disputes with the company and its directors,
officers, or other employees and may discourage lawsuits with respect to such claims.
Please also disclose whether this provision applies to actions arising under the Securities
Act or Exchange Act. If this provision does not apply to actions arising under the
Securities Act or Exchange Act, please also ensure that the exclusive forum provision in
your Second Amended and Restated Certificate of Incorporation states this clearly, or tell
us how you will inform investors in future filings that the provision does not apply to any
actions arising under the Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at 202-551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur S. Marcus, Esq.

CORRESP
1
filename1.htm

June 17, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kristin Lockhead, Esq.

    Re:
    Jupiter Wellness Inc. F/KA CBD Brands, Inc.

    Registration Statement on Form S-1

    CIK No. 0001760903

Ladies and Gentlemen:

On behalf of Jupiter Wellness, Inc.,
we are today filing the Registration Statement on Form S-1 as a live filing. As part of the filing, we have updated, through March
31, 2020, the Company’s financial statements and related information. We have also made certain modifications to the deal
structure and changed underwriters. If you have any questions or if there is any information that you need please do not hesitate
to contact the undersigned at (516) 459-8161.

Very truly yours,

SICHENZIA ROSS FERENCE LLP

/s/ Arthur Marcus

February 27, 2020
Brian S. John
Chief Executive Officer
CBD Brands, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:CBD Brands, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted February 21, 2020
CIK No. 0001760903
Dear Mr. John:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form S-1 submitted February 21, 2020
Financial Statements, page F-1
1.Please revise to update the audited financial statements to the most recently completed
fiscal year in compliance with Rule 8-08(b) of Regulation S-X.

 FirstName LastNameBrian S. John
 Comapany NameCBD Brands, Inc.
 February 27, 2020 Page 2
 FirstName LastName
Brian S. John
CBD Brands, Inc.
February 27, 2020
Page 2
            You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at 202-551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus

February 4, 2020
Brian S. John
Chief Executive Officer
CBD Brands, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:CBD Brands, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted January 21, 2020
CIK No. 0001760903
Dear Mr. John:
            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.
Draft Registration Statement on Form S-1 submitted January 21, 2020
Prospectus Summary
Business Operations, page 1
1.We note your response to prior comment 1.  Please revise your summary to disclose the
current status of the four additional sun care products that are in "various stages of FDA
required testing."  To the extent that you have not started FDA testing, as indicated by
your disclosure that you plan to "commence" testing, please revise to make this clear.
Please also revise your business section to discuss each of these products.  In your revised
business section disclosure, please provide a description of these products and the current
status of development.

 FirstName LastNameBrian S. John
 Comapany NameCBD Brands, Inc.
 February 4, 2020 Page 2
 FirstName LastName
Brian S. John
CBD Brands, Inc.
February 4, 2020
Page 2
Use of Proceeds, page 22
2.We note your response to prior comment 5.  Please revise your filing to provide consistent
disclosure regarding your use of proceeds for your product candidate(s), including the
amounts to be allocated to each candidate, and how far in the development of the
candidate you expect to reach with the offering proceeds.  In this regard, we note that your
use of proceeds disclosure currently indicates that you will be allocating proceeds to
multiple products and the disclosure on page 32 indicates your plan to initiate the
development of other products in parallel with your CaniDermRX topical solution.
However, your breakout of “CaniDerm RX Products” here on page 22 appears limited to
eczema.
            You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at 202-551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus

December 31, 2019
Brian S. John
Chief Executive Officer
CBD Brands, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:CBD Brands, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 13, 2019
CIK No. 0001760903
Dear Mr. John:
            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
Prospectus Summary
Business Operations, page 1
1.We note your revisions in response to prior comment 3 on page 1. Please further revise to
avoid using jargon and to explain the tests and their results so that a lay person can
understand. With respect to the sun care products noted on page 2 that are in "various
stages of FDA required testing," please clarify whether the tests described on page 1 are
the tests to which you are referring here.  If not, please expand your disclosure to describe
the tests and their results.

 FirstName LastNameBrian S. John
 Comapany NameCBD Brands, Inc.
 December 31, 2019 Page 2
 FirstName LastName
Brian S. John
CBD Brands, Inc.
December 31, 2019
Page 2
Our Growth Strategy, page 2
2.We note your revised disclosure in response to prior comment 5. However, your revised
disclosure on page 1 continues to imply that your products that are infused with CBD will
have certain benefits through the activation of CB2, even though on page 2 you state that
you cannot make any claims as to such benefits prior to performing certain testing.  We
also note you continue to refer to the addition of CBD to increase efficacy of products on
pages 2 and 33.  Please reconcile and revise your disclosure throughout your prospectus
accordingly.
3.We note your response to prior comment 6, but it remains unclear what the nature of the
specialty clinics will be.  Please revise to explain, for example, what the purpose of the
clinics will be, what products and/or services will be provided there, whether workers
there will be employed by the company, who you are referring to by the term
"recommending physicians" and what your relationship to such physicians will be.
Our Market Opportunity, page 2
4.We note your response to prior comment 12 that you compete in the "sun care and CBD
markets."  Where you discuss your market opportunity on page 2 and elsewhere, we note
you discuss the size of the "collective market for CBD sales" and an expected compound
annual growth rate through 2024.  Please tell us why you believe it is appropriate to
include these figures when your current sun care and even future skin care products
represent only a portion of "the collective market for CBD." Alternatively, revise to
remove this disclosure or provide disclosure tailored to your addressable market.
Use of Proceeds, page 22
5.Please expand the disclosure added in response to prior comment 17 to include the
approximate amount intended to be used for each such purpose. In addition, where you
indicate that proceeds will be used for "product research and development costs" and
"clinical research and trials," also identify the product candidate(s), the amounts to be
allocated to each candidate, and how far in the development of the candidate you expect to
reach with the offering proceeds.
Business, page 32
6.We note your response to prior comment 22, but it remains unclear why you describe the
research protocol detailed on page 32 as "abbreviated."  If you are following a typical
research protocol for approval by the FDA, please revise to delete this characterization.
Intellectual Property, page 32
7.Please expand your disclosure in response to prior comment 25 to clarify to which
product(s) the provision patent application relates.

 FirstName LastNameBrian S. John
 Comapany NameCBD Brands, Inc.
 December 31, 2019 Page 3
 FirstName LastName
Brian S. John
CBD Brands, Inc.
December 31, 2019
Page 3
            You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at 202-551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus

November 21, 2019
Brian S. John
Chief Executive Officer
CBD Brands, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:CBD Brands, Inc.
Draft Registration Statement on Form S-1
Submitted October 22, 2019
CIK No. 0001760903
Dear Mr. John:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 submitted October 22, 2019
Cover Page
1.We note that you intend to apply to list your common shares on the Nasdaq Capital
Market but no assurance can be given that your application will be approved. Please tell
us whether you will continue your offering if your listing is not approved. If you intend to
proceed with your offering before receiving approval of your listing application, please
revise your disclosure to clarify that the listing of the common shares on the Nasdaq
Capital Market is not a condition to the offering.

 FirstName LastNameBrian S. John
 Comapany NameCBD Brands, Inc.
 November 21, 2019 Page 2
 FirstName LastName
Brian S. John
CBD Brands, Inc.
November 21, 2019
Page 2
Business Operations, page 1
2.Please revise your disclosure in this section to include a brief description of the CBD
product candidate(s) with “potentially therapeutic and medical applications,” the
indications you plan to target, and your plans for development.
3.In the discussion of your CaniSun Brand products, you refer to certain types of lab testing,
including "FDA required testing."  Please revise your disclosure here, and in greater detail
in the Business section, to discuss the testing process, the tests that have been completed
and those that remain to be done.  In the Summary section, when you state that certain
products are "subject to obtaining FDA approval," be sure that the extent of such testing is
clear to the reader.  Clarify the expected timing of all future tests.  In connection with the
question of timing, we note the statement on page 26 that you expect certain products to
complete FDA testing "in the near future."
4.You describe your website as "a robust e-commerce platform" where you currently offer
for sale your own products and those of third parties, and you provide information to
educate consumers about the benefits of CBD. However, your website appears to be
strictly informational about the company itself, and there do not appear to be any products
for sale nor any educational materials.  Please revise or advise.  Clarify where your
products are available for sale.
Our Growth Strategy, page 2
5.We note your plan to add CBD to branded consumer products to “increase the efficacy of
such products.”   To the extent any such products would be intended for therapeutic or
medical use and would therefore be considered a drug, please remove all statements that
indicate that unapproved drugs are effective. Efficacy is assessed throughout all stages of
clinical trials and the determination is within the sole authority of the FDA or comparable
foreign regulatory entity.
6.Please revise to clarify the nature of the contemplated "specialty clinics."  In the Business
section, provide full disclosure regarding this part of your business plan, including the
expected timing of opening such clinics.
Our Market Opportunity, page 2
7.Please revise to clarify the relevance of the overall market for hemp and cannabis and
related products for the company's specific business plan.  In particular, it is unclear how
the market for cannabis relates to the company's business.
8.Please discuss here, and at greater length in the Business section, the value of adding CBD
to such products as sunscreen, skin lotion, and sweetener.
Implications of Being an Emerging Growth Company, page 3
9.Please supplementally provide us with copies of all written communications, as defined in

 FirstName LastNameBrian S. John
 Comapany NameCBD Brands, Inc.
 November 21, 2019 Page 3
 FirstName LastNameBrian S. John
CBD Brands, Inc.
November 21, 2019
Page 3
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Going Concern, page 4
10.You state in the first paragraph that you anticipate raising additional funds in the near
future.  In the second paragraph, however, you state that you expect following this
offering to have sufficient capital to sustain operations for at least 24 months.  Please
revise to clarify and reconcile these statements.
Our products may not meet health and safety standards or could become contaminated, page 11
11.You state that you have adopted various quality, environmental, health and safety
standards.  Please clarify the nature of these standards and whether they are voluntary,
self-adopted standards or imposed by law and regulation.  To the extent they are material,
provide a full discussion of such standards in your Business section.
The success of our business will depend upon our ability..., page 11
12.Please revise to clarify what market or markets you consider the company to be competing
in.  Similarly revise the following comment regarding the industry or industries in which
the company competes.
Possible yet unanticipated changes in federal and state law..., page 12
13.It is inappropriate to include mitigating disclosure in a Risk Factor.  Please delete the
statement indicating your belief that your existing and planned CBD product offerings
comply with applicable federal and state laws and regulations.
Commercial success of our non-OTC product candidates will depend..., page 15
14.Please disclose which of your current and future products are non-OTC products.
If we obtain FDA approval for any of our product candidates..., page 16
15.Please revise to clarify the connection between FDA approval and being subject to federal
and state fraud and abuse laws.
Certain of our stockholders hold a significant percentage of our outstanding voting securities...,
page 20
16.Please quantify the percentage of shares held by officers and directors.
Use of Proceeds, page 22
17.Please revise your disclosure to provide the approximate amount of proceeds to be used
for each of the identified purposes.  Refer to Item 504 of Regulation S-K. In addition, with

 FirstName LastNameBrian S. John
 Comapany NameCBD Brands, Inc.
 November 21, 2019 Page 4
 FirstName LastNameBrian S. John
CBD Brands, Inc.
November 21, 2019
Page 4
regard to your dermatitis and eczema drugs, describe how far in the development process
you estimate the allocated proceeds from this offering will enable you to reach.
Description of Capital Stock, page 24
18.We note that your forum selection provision in your Subscription Agreement filed as
Exhibit 10.2 identifies the state and federal courts in Palm Beach County, Florida as the
exclusive forum for certain litigation. Under an appropriately titled risk factor please
describe the exclusive forum provision and the types of actions to which it relates, and
disclose that such a provision may limit a shareholder's ability to bring a claim in a
judicial forum that it finds favorable for disputes with the company and its directors,
officers, or other employees and may discourage lawsuits with respect to such claims.
Please disclose whether this provision applies to actions arising under the Securities Act
or Exchange Act. If this provision does not apply to actions arising under the Securities
Act or Exchange Act, please also ensure that the exclusive forum provision in your
Subscription Agreement states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
19.We note section 5(g) of Exhibit 10.2 and the waiver of jury trial provision. Please tell us
whether the provision would apply to claims under the federal securities laws and the
rules and regulations thereunder.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations, page 29
20.Please describe any significant components of revenues or expenses that, in your
judgment, should be described in order to understand your results of operations.  For
example, consider discussing which projects incurred research and development costs, the
nature of marketing costs, and the nature of the general and administrative expenses.
Please refer to Item 303(a)(3)(i) of Regulation S-K.
Liquidity and Capital Resources, page 30
21.It appears that you have a material deficiency in liquidity.  If true, please revise to provide
more robust disclosure about the course of action that you have taken or propose to take to
remedy the deficiency.  Include a discussion of your material commitments for capital
expenditures as of the end of the latest fiscal period and the anticipated source of funds
needed to fulfill such commitments.  Reference Items 303(a)(1) and (2) of Regulation S-
K.
Business, page 32
22.Please revise your business discussion to provide details as to the development of your
formulations of CBD with over-the-counter consumer products that have “potentially
therapeutic and medical applications,” as well as your dermatitis and eczema drugs

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 FirstName LastNameBrian S. John
CBD Brands, Inc.
November 21, 2019
Page 5
referenced in Use of Proceeds.  In your revised disclosure, you should identify and discuss
the target indications, pre-clinical research, and any third-party relationships applicable to
developing each product.  Also, discuss the plans, timelines and costs associated with
developing these products, including a discussion of your plans for completing pre-
clinical development and conducting clinical trials for specific indications.
23.We note your reference on page 2 to an "abbreviated research protocol to evaluate the
efficacy of the products containing CBD when applied as a treatment for skin irritations."
Please expand your Business section to explain the abbreviated protocol and the basis for
your belief that this regulatory approach is available to you, and fully describe the
referenced studies you have begun to support this approach.
24.We note your disclosure on page 13 that you are currently initiating nutraceutical trials for
your CaniDermRX product candidates.  Please expand your disclosure to explain the
nature of the research you are conducting and define “nutraceutical trials.”  In your
revised disclosure, please clarify whether a nutraceutical trial is applicable to drugs.  In
this regard, we note your summary disclosure indicates that under your CaniDermRX
brand you are exploring formulation of CBD with over-the-counter consumer products
that have “potentially therapeutic and medical applications.”
25.Please provide a discussion of your current intellectual property rights, including the
duration of such rights.  Refer to Item 101(h)(vii) of Regulation S-K.
26.Please include disclosure regarding sources and availability of raw materials required by
your business.  Please see Item 101(h)(v) of Regulation S-K.
Government Regulations, page 33
27.Please expand to discuss FDA regulations regarding your sun care products, including
your products labeled as "sunscreen" and described as including SPF ratings of 30, 50,
and 55.  Also include the basis for your belief, as stated on page 10, that you are not
required to seek FDA approval for your sun care products.  In addition, reconcile this
statement with your disclosure on page 1 that indicates you completed lab testing on your
sunscreen products and that you will need to obtain FDA approval for other products.
Security Ownership of Certain Beneficial Owners and Management..., page 40
28.Please revise this table to include the shares which the persons in this table have the right
to acquire within 60 days.  Refer to Instruction 1 to Regulation S-K, Item 403 and
Exchange Act Rule 13d-3(d)(1).  In this regard, we note your disclosure on pages 38 - 39
regarding option grants to named executive officers and directors that appear to have
recently vested in part.
General
29.Please provide us proofs of all graphics, visual, or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.

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 FirstName LastName
Brian S. John
CBD Brands, Inc.
November 21, 2019
Page 6
Please note that we may have comments regarding this material.
            You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at 202-551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Greg Dundas at 202-551-3436 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus

CORRESP
1
filename1.htm

CBD BRANDS, INC.

725 N. Hwy A1A, Suite C-106

Jupiter, FL 33477

September 3, 2019

United States

Securities and Exchange Commission

Washington, D.C. 20549

Attn: Sherry Haywood, Staff Attorney, Division of Corporate
Finance

Office of Manufacturing
and Construction

Re: CBD Brands, Inc.

Offering Statement on Form 1-A

Amendment
No. 2

Filed August 19, 2019

File No. 024-11021

Dear Ms. Haywood:

Thank you for your telephone call today to our attorney, Harold
H. Martin, regarding CBD Brands, Inc.’s (the “Company”) Offering Statement on Form 1-A, Amendment No. 2 (the
“Offering Statement”), in which you stated that the Staff has no further comments on the Offering Statement. Accordingly,
we hereby request acceleration of qualification of the Offering Statement to be effective prior to 5:00 p.m. Eastern Daylight Time
on Thursday, September 5, 2019, or as soon as practicable thereafter.

The Company hereby acknowledges that:

 (i) should the Securities Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority,
qualify the Offering Statement, it does not foreclose the Commission from taking any action with respect to the Offering

Statement;

 (ii) the action of the Staff, acting pursuant to delegated authority, in qualifying the Offering Statement, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the Offering Statement; and

 (iii) the Company may not assert comments of the Commission or the Staff and the declaration of qualifying the Offering Statement
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company confirms that it is authorized to offer and sell its
securities qualified under the Offering Statement pursuant to qualification, registration or exemption therefrom in at least one
state.

Sincerely,

CBD BRANDS, INC.

By: /s/ Brian S. John

Brian S. John

Chief Executive Officer

cc: Harold H. Martin, Esq.

      (1)

August 12, 2019
Brian John
Chief Executive Officer
CBD Brands, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:CBD Brands, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed July 29, 2019
File No. 024-11021
Dear Mr. John:
            We have reviewed your amended offering 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 amending your offering statement and providing the
requested information.  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 any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 16, 2019 letter.
Form 1-A/A Filed July 29, 2019
Exhibits
1.Please file an updated consent from your auditors in an amendment to your filing.
General
2.We note your disclosure that you have completed lab testing for CBD solubility–infusing
clear, colorless, odorless, and 99.5% pure CBD isolated with three different FDA
approved sun care actives and that you believe your product will decrease skin irritation
and reduced inflammation associated with exposure to the sun.  Please revise to include a
more specific discussion of the effects of governmental regulations on your business,
including a discussion of the regulation of the FDA on your products. Please revise your

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 August 12, 2019 Page 2
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CBD Brands, Inc.
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disclosure to clarify whether you will be seeking FDA approval for your products and
consider appropriate risk factor disclosures.
            You may contact Tracie Mariner (Staff Accountant) at (202) 551-3744 or Terence
O'Brien (Accounting Branch Chief) at (202) 551-3355 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood (Staff
Attorney) at (202) 551-3345 or Asia Timmons-Pierce (Special Counsel) at (202) 551-3754 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

July 16, 2019
Brian John
Chief Executive Officer
CBD Brands, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:CBD Brands, Inc.
Offering Statement on Form 1-A
Filed June 21, 2019
File No. 024-11021
Dear Mr. John:
            We have reviewed your offering 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 amending your offering statement and providing the
requested information.  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 any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed June 21, 2019
General, page i
1.You have checked the box indicating you meet the criteria for eligibility for the use of
Form 1-A. Securities Act Rule 251(b)(3) provides that Form 1-A is not available for
issuers of securities that are development stage companies that either have no specific
business plan or purpose, or have indicated that their business plan is to merge with or
acquire an unidentified company or companies. You disclose you are a development stage
company with a business plan to merge with an unidentified company. We also note from
page 15 that your principal use of proceeds from the offering is to engage in acquisitions.
Please provide us with your analysis as to why you believe you are eligible to use
Regulation A for the proposed transaction. Please refer to Securities Act Rule 251(b)(3).
2.We note that your forum selection provision in your Subscription Agreement identifies the
state and federal courts in Wilmington, Delaware as the exclusive forum for certain
litigation.  Under an appropriately titled risk factor please describe the exclusive forum

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CBD Brands, Inc.
July 16, 2019
Page 2
provision and the types of actions to which it relates, and disclose that such a provision
may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable
for disputes with the company and its directors, officers, or other employees and may
discourage lawsuits with respect to such claims. Please disclose whether this provision
applies to actions arising under the Securities Act or Exchange Act. If this provision does
not apply to actions arising under the Securities Act or Exchange Act, please also ensure
that the exclusive forum provision in your Subscription Agreement states this clearly, or
tell us how you will inform investors in future filings that the provision does not apply to
any actions arising under the Securities Act or Exchange Act.
Description of Business, page 16
3.We note disclosures of your business involving beverages on page 8, fashion, apparel,
beverages and block chain in your Plan of Operation section on page 18, and developing
the use of CBD in the treatment of diseases such as cancer, arthritis, anxiety, insomnia,
psoriasis, chronic pain on page F-6. Please revise to make the disclosures of your business
consistent throughout the filing.
Signatures, page 29
4.Please revise the signature page so that all future amendments are also signed by
your principal accounting officer and a majority of the members of your board of
directors. To the extent someone is signing in more than one capacity, indicate each
capacity in which such person is signing. Refer to Instruction 1 to Signatures on Form 1-
A.
Financial Statements, page F-1
5.It appears your financial statements for the period ended March 31, 2019 are unaudited.  If
true, please label them as such.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Tracie Mariner (Staff Accountant) at (202) 551-3744 or Terence
O'Brien (Accounting Branch Chief) at (202) 551-3355 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood (Staff

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Brian John
CBD Brands, Inc.
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Page 3
Attorney) at (202) 551-3345 or Asia Timmons-Pierce (Special Counsel) at (202) 551-3754 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction