SecProbe.io

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December 5, 2025

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Rebekah Reed

    Re:
    Kartoon Studios, Inc.

    Registration Statement on Form S-1

    Filed November 19, 2025

    File No: 333-291653

Dear Ms. Reed:

Kartoon Studios, Inc. (the “Registrant”)
hereby requests that the effective date of the above-referenced Registration Statement (the “Registration Statement”)
on Form S-1 (File No. 333-291653), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to become effective on Tuesday, December 9, 2025, at 5:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes Leslie Marlow and
Melissa Palat Murawsky of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (212)
885-5358 or Ms. Murawsky at (215) 569-5732 with any questions you may have concerning this request, and please notify either of them when
this request for acceleration has been granted.

    Very truly yours,

    KARTOON STUDIOS, INC.

    By:
    /s/ Andy Heyward

    Name:
    Andy Heyward

    Title:

    Chairman and

    Chief Executive Officer

cc:   Leslie Marlow, Blank Rome LLP

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Roth Capital Partners, LLC

888 San Clemente Drive

Newport Beach, CA 92660

December 16, 2024

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Kartoon Studios, Inc. (the “Company”)

    Registration Statement on Form S-1 (File No.
    333-282385)

Ladies and Gentlemen:

In connection with the above-captioned
registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners,
LLC, as placement agent, hereby joins in the request of the Company that the effective date of such registration statement be accelerated
to 5:00 p.m. (Eastern time) on Monday, December 16, 2024, or as soon thereafter as practicable.

In making this
request the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public offering of securities
pursuant to the registration statement.

[Signature Page Follows]

Very truly yours,

ROTH CAPITAL PARTNERS, LLC,

  By: _/s/ Aaron M. Gurewitz______

  Name:
  Aaron M. Gurewitz

  Title:
  President & Head of Investment Banking

      2

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December 16, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cara Wirth

    Re:
    Kartoon Studios, Inc.

    Registration Statement on Form S-1

    Filed September 27, 2024, as amended

    File No: 333-282385

Dear Ms. Wirth:

Kartoon Studios, Inc. (the
“Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (File
No. 333-282385), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to become effective
on Monday, December 16, 2024, at 5:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (516) 457-4238
with any questions you may have concerning this request, and please notify Ms. Marlow when this request for acceleration has been granted.

    Very truly yours,

    KARTOON STUDIOS, INC.

    By:
    /s/ Andy Heyward

    Name:
    Andy Heyward

    Title:

    Chairman and

    Chief Executive Officer

cc:   Leslie Marlow, Blank Rome LLP

September 30, 2024
Andy Heyward
Chief Executive Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th FL
Beverly Hills, CA 90210
Re:Kartoon Studios, Inc.
Registration Statement on Form S-1
Filed September 27, 2024
File No. 333-282385
Dear Andy Heyward:
            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 Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Melissa Palat Murawsky

August 20, 2024
Brian Parisi
Chief Financial Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
Re:Kartoon Studios, Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 001-37950
Dear Brian Parisi:
            We have completed our review of your filings. 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 Trade & Services

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VIA EDGAR                                August 14, 2024

Ms. Nasreen Mohammed

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Re:     Kartoon Studios, Inc.

Form 10-K for the Year Ended December 31, 2023

File No. 001-37950

Dear Ms. Nasreen Mohammed:

This letter sets forth the responses of Kartoon Studios, Inc.  (“we,” “us” or the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission with regard to the Form 10-K for the fiscal year ended December 31, 2023.  The Staff’s comments were provided to the Company in a letter dated August 8, 2024.  For the convenience of the Staff, the text of the comment is reproduced in its entirety followed by our response.

Form 10-K for the Year Ended December 31, 2023

Item 9A. Controls and Procedures, page 38

1.     We note your response to prior comment 1. SEC Release No. 33-8238 Section II, D states

“[w]e agree that some components of internal control over financial reporting will be included in disclosure controls and procedures for all companies. In particular, disclosure controls and procedures will include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles". The nature of your material weakness led to an inappropriate

application of generally accepted accounting principles and thus a restatement. Per the release noted above, the deficient controls relate to an aspect of internal control over financial reporting that is also a part of disclosure controls and procedures. Please revise to conclude that your disclosure controls and procedures were not effective, or further explain.

Based on comments received from the Staff, the Company has re-evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2023 and as of March 31, 2024. Based on each such re-evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2023 or March 31, 2014, at the reasonable assurance level due to material weaknesses in our internal control over financial reporting previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. As discussed with Ms. Mohammed, the Company has added disclosure to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 that its disclosure controls and procedures were not effective as of December 31, 2023 and March 31, 2023 at the reasonable assurance level due to the weakness in internal controls disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

In accordance with your letter and comment, we acknowledge the Company is responsible for the adequacy and accuracy of the disclosures in its filings, Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Brian Parisi

Chief Financial Officer

August 8, 2024
Brian Parisi
Chief Financial Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
Re:Kartoon Studios, Inc.
Form 10-K for the Year Ended December 31, 2023
Response dated July 23, 2024
File No. 001-37950
Dear Brian Parisi:
            We have reviewed your July 23, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 1, 2024 letter.
Form 10-K for the Year Ended December 31, 2023
Item 9A. Controls and Procedures, page 38
1.We note your response to prior comment 1. SEC Release No. 33-8238 Section II, D states
“[w]e agree that some components of internal control over financial reporting will be
included in disclosure controls and procedures for all companies. In particular, disclosure
controls and procedures will include those components of internal control over financial
reporting that provide reasonable assurances that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles". The nature of your material weakness led to an inappropriate
application of generally accepted accounting principles and thus a restatement. Per the
release noted above, the deficient controls relate to an aspect of internal control over
financial reporting that is also a part of disclosure controls and procedures. Please revise
to conclude that your disclosure controls and procedures were not effective, or further
explain.

August 8, 2024
Page 2
            Please contact Nasreen Mohammed at 202-551-3773 or Joel Parker at 202-551-3651 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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VIA EDGAR                                July 23, 2024

Ms. Nasreen Mohammed

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Re:     Kartoon Studios, Inc.

Form 10-K for the Year Ended December 31, 2023

File No. 001-37950

Dear Ms. Nasreen Mohammed:

This letter sets forth the responses of Kartoon Studios, Inc.  (“we,” “us” or the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission with regard to the Form 10-K for the fiscal year ended December 31, 2023.  The Staff’s comments were provided to the Company in a letter dated July 1, 2024.  For the convenience of the Staff, the text of the comment is reproduced in its entirety followed by our response.

Form 10-K for the Year Ended December 31, 2023

Item 9A. Controls and Procedures, page 38

1.     We note that your disclosure controls and procedures were effective for the year ended December 31, 2023. We also note your disclosure that management concluded that your internal control over financial reporting is ineffective as of December 31, 2023. Please clarify how you concluded effective disclosure controls and procedures when you have a material weakness in internal control over financial reporting which led to restatement of your financial statements. Refer to SEC Release No. 33-8238, Final Rule: Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, which states that disclosure controls and procedures will include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles. This comment also applies to your disclosures in your Form 10-Q for the quarter ended March 31, 2024.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control-Integrated Framework (2013). Based on this assessment, the Company’s management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was not effective due to the following identified material weaknesses:

•Inadequate design of user access provisioning/deprovisioning controls and inadequate segregation of  duties on certain controls or processes.

•Lack of specialized experts related to income tax areas.

•Inappropriate application of accounting standards related to warrant modifications.

001966.00001/136167861v.7

As a result of the above identified material weaknesses, the Company made two adjustments (the “Adjustments”) to the financial statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2023: (i) the consolidated balance sheet as of December 31, 2022 included a correction of an error identified during the fourth quarter of fiscal 2023 involving a misstatement related to the recording of a deferred tax liability as a further detailed subdivision of Goodwill within purchase accounting; and (ii) the consolidated statement of operations for the year ended December 31, 2023 and the consolidated balance sheet as of December 31, 2023 include the correction of an error identified during the fourth quarter of fiscal 2023 related to an overstatement of expenses associated with a warrant modification in June 2023.

The Company’s management also assessed the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2023 and March 31, 2024. Disclosure controls and procedures include, without limitation, controls and procedures that are designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In performing such evaluation, management considered the impact, if any, that the material weaknesses in its internal control over financial reporting had on its disclosure controls and procedures. While there is substantial overlap between disclosure controls and procedures and internal control over financial reporting, in Section II.D of SEC Release No. 33-8238, Final Rule: Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports (the “Final Rule”) the Staff has recognized that

“in designing their disclosure controls and procedures, companies can be expected to make judgments regarding the processes on which they will rely to meet applicable requirements. In doing so, some companies might design their disclosure controls and procedures so that certain components of internal control over financial reporting pertaining to the accurate recording of transactions (emphasis added) and disposition of assets or to the safeguarding of assets are not included. . . . We therefore believe that while there is substantial overlap between internal control over financial reporting and disclosure controls and procedures, many companies will design their disclosure controls and procedures so that they do not include all components of internal control over financial reporting.”

 In assessing the effectiveness of the Company’s disclosure controls and procedures, management reviewed established SEC guidance on disclosure controls and procedures and the overall design of the Company’s disclosure controls and procedures. The Company has several processes in place that ensure material financial and nonfinancial information required to be disclosed is identified and communicated in a timely manner to appropriate management so that decisions regarding disclosure can be made.  Specifically, the Company’s disclosure controls and procedures include:

•members of the Company’s legal, accounting and financial reporting teams meet at least quarterly to review draft periodic reports sufficiently in advance of the applicable required date of filing;

•regular and ad hoc communications between members of the Company’s legal, accounting and financial reporting teams and senior management to discuss potentially material risks, developments, and trends and their potential impact on the Company’s business;

•review of the Company’s SEC disclosures, including business, MD&A, legal and regulatory, and risk factor disclosures by the senior management team;

•form checks of each SEC filing;

•regular monitoring of changes in SEC reporting requirements and accounting standards by the Company’s legal, accounting and financial reporting teams;

•use of third-party experts for complex transactions; and

•regular meetings of the Company’s audit committee.

001966.00001/136167861v.7

In connection with each of the matters (purchase and tax accounting related to a business combination and the accounting of a warrant modification) which resulted in the Adjustments, the Company complied with its disclosure controls and procedures. In fact, each of the matters which resulted in the Adjustments and led to the determination  that the Company had material weaknesses were each identified by management at the time of each transaction as a  non-routine complex transaction for which management hired outside third-party experts to provide tax, valuation and/or accounting advice related to such transactions. In addition, with respect to the warrant modification, the Company extensively reviewed the relevant accounting with the Company’s previous auditors at the time of the warrant modification in June 2023. In connection with the audit of the Company’s fiscal 2023 financial statements, the Company’s new auditors did not agree with the Company’s accounting treatment of the warrant modification, which was based upon a different interpretation of an accounting standard. The Adjustments to the Company’s financial statements did not result from the failure of disclosure controls allowing for relevant information to be communicated to management and disclosed in the Company’s SEC filings, but rather from the incorrect application of accounting standards to the transactions. As the Final Rule indicates, issuers can be expected to make judgments regarding the processes on which they will rely to meet applicable requirements, and in so doing may design their disclosure controls and procedures such that certain components of internal control over financial reporting pertaining to the accurate recording of transactions are not included in disclosure controls and procedures. As a result, it was within management’s discretion to determine that the Company’s disclosure controls and procedures were effective as of December 31, 2023 and March 31, 2024, despite the presence of the identified material weaknesses. Accordingly, the Company’s management concluded, and still maintains, that its disclosure controls and procedures were effective as of December 31, 2023 and March 31, 2024.

In accordance with your letter and comment, we acknowledge the Company is responsible for the adequacy and accuracy of the disclosures in its filings, Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Brian Parisi

Chief Financial Officer

001966.00001/136167861v.7

July 1, 2024
Brian Parisi
Chief Financial Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
Re:Kartoon Studios, Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 001-37950
Dear Brian Parisi:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Item 9A. Controls and Procedures, page 38
1.We note that your disclosure controls and procedures were effective for the year ended
December 31, 2023. We also note your disclosure that management concluded that your
internal control over financial reporting is ineffective as of December 31, 2023. Please
clarify how you concluded effective disclosure controls and procedures when you have a
material weakness in internal control over financial reporting which led to restatement of
your financial statements. Refer to SEC Release No. 33-8238, Final Rule: Management’s
Report on Internal Control Over Financial Reporting and Certification of Disclosure in
Exchange Act Periodic Reports, which states that disclosure controls and procedures will
include those components of internal control over financial reporting that provide
reasonable assurances that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles. This
comment also applies to your disclosures in your Form 10-Q for the quarter ended March
31, 2024.

July 1, 2024
Page 2
            In closing, 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 Nasreen Mohammed at 202-551-3773 or Joel Parker at 202-551-3651 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Kartoon Studios, Inc.

190 N. Canon Drive,
4th Fl.

Beverly Hills, CA 90210

January 16, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:
    Kartoon Studios, Inc.

    Registration Statement on Form S-3

    Initially filed on July 26, 2023

    File No. 333-273427

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Exchange
Act of 1933, as amended, Kartoon Studios, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-3 be accelerated to Thursday, January 18, 2024, at 4:30 p.m., Eastern Time, or as soon as thereafter
practicable.

Any questions should be addressed
to Michael S. Lee, Esq., at Reed Smith LLP, 599 Lexington Avenue, New York, New York 10022, telephone (212) 549-0358.

Thank you very much.

Very truly yours,

KARTOON STUDIOS, INC.

 /s/ Michael Jaffa

By: Michael Jaffa

Title: Chief Operating Officer

    cc:
    Securities and Exchange Commission

    Kate Beukenkamp

    Kartoon Studios, Inc.

    Brian Parisi, Chief Financial Officer

    Michael Jaffa, Chief Operating Officer

    Reed Smith LLP

    Michael S. Lee, Esq.

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Kartoon Studios, Inc.

190 N. Canon Drive,
4th Fl.

Beverly Hills, CA 90210

January 3, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:
    Kartoon Studios, Inc.

    Registration Statement on Form S-3

    Initially filed on December 22, 2023

    File No. 333-276259

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Exchange
Act of 1933, as amended, Kartoon Studios, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-3 be accelerated to Friday, January 5, 2024, at 4:30 p.m., Eastern Time, or as soon as thereafter practicable.

Any questions should be addressed
to Michael S. Lee, Esq., at Reed Smith LLP, 599 Lexington Avenue, New York, New York 10022, telephone (212) 549-0358.

Thank you very much.

Very truly yours,

KARTOON STUDIOS, INC.

/s/ Andy Heyward

By: Andy Heyward

Title: Chief Executive Officer

    cc:
    Securities and Exchange Commission

    Kate Beukenkamp

    Kartoon Studios, Inc.

    Brian Parisi, Chief Financial Officer

    Michael Jaffa, Chief Operating Officer

    Reed Smith LLP

    Michael S. Lee, Esq.

United States securities and exchange commission logo
January 2, 2024
Andy Heyward
Chief Executive Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th Fl.
Beverly Hills , CA 90210
Re:Kartoon Studios, Inc.
Registration Statement on Form S-3
Filed December 22, 2023
File No. 333-276259
Dear Andy Heyward:
            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 Jenna Hough at 202-551-3063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael Lee

United States securities and exchange commission logo
August 3, 2023
Andy Heyward
Chief Executive Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th Fl.
Beverly Hills, CA 90210
Re:Kartoon Studios, Inc.
Registration Statement on Form S-3
Filed July 26, 2023
File No. 333-273427
Dear Andy Heyward:
            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 Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Tadashi Okamoto