SecProbe.io

CORRESP
 1
 filename1.htm

 SRM
ENTERTAINMENT, INC.

 941
W. Morse Blvd. Suite 100

 Winter
Park, FL 32789

 June
13, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 SRM
 Entertainment, Inc.

 Registration
 Statement on Form S-3, File No. 333-287630

 WITHDRAWAL
OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on June 13, 2025, in which SRM Entertainment, Inc. (the "Company")
requested the acceleration of the effective date of the above-referenced Registration Statement on Form S-3 for 5:00 p.m. Eastern Time
on June 13, 2025, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of that effective date.

 Please
contact our counsel, Steven Lipstein of Lucosky Brookman LLP, at (732) 395-4416, with any questions you may have regarding this request.

 Sincerely
 yours,

 SRM
 ENTERTAINMENT, INC.

 /s/
 Richard Miller

 Richard
 Miller

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 SRM
ENTERTAINMENT, INC.

 941
W. Morse Blvd. Suite 100

 Winter
Park, FL 32789

 June
13, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 SRM
 Entertainment, Inc.

 Registration
 Statement on Form S-3, File No. 333-287630

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: June 16, 2025

 Requested
Time: 5:00 p.m., Eastern Time

 Ladies
and Gentlemen:

 SRM
Entertainment, Inc. (the "Company") hereby requests that the effective date of the Company's Registration Statement
on Form S-3 (File No. 333-287630), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared
and becomes effective at 5:00 p.m. Eastern Time on June 16, 2025, or as soon thereafter as possible.

 Please
contact our counsel, Steven A. Lipstein of Lucosky Brookman LLP, at (732) 395-4416, with any questions you may have regarding this request.
In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

 Sincerely yours,

 SRM ENTERTAINMENT, INC.

 /s/ Richard
 Miller

 Richard Miller

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 SRM
ENTERTAINMENT, INC.

 941
W. Morse Blvd. Suite 100

 Winter
Park, FL 32789

 June
12, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 SRM
 Entertainment, Inc.

 Registration
 Statement on Form S-3, File No. 333-287630

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: June 13, 2025

 Requested
Time: 5:00 p.m., Eastern Time

 Ladies
and Gentlemen:

 SRM
Entertainment, Inc. (the "Company") hereby requests that the effective date of the Company's Registration Statement
on Form S-3 (File No. 333-287630), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared
and becomes effective at 5:00 p.m. Eastern Time on June 13, 2025, or as soon thereafter as possible.

 Please
contact our counsel, Steven A. Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request.
In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

 Sincerely
 yours,

 SRM
 ENTERTAINMENT, INC.

 /s/
 Richard Miller

 Richard
 Miller

 Chief
 Executive Officer

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

Richard Miller
Chief Executive Officer
SRM Entertainment, Inc.
941 W. Morse Blvd. Suite 100
Winter Park, FL 32789

 Re: SRM Entertainment, Inc.
 Registration Statement on Form S-3
 Filed May 29, 2025
 File No. 333-287630
Dear Richard Miller:

 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 Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

January 6, 2025
Douglas O. McKinnon
Chief Financial Officer
SRM Entertainment, Inc.
1061 E. Indiantown Road, Suite 110
Jupiter, Florida 33477
Re:SRM Entertainment, Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 001-41768
Dear Douglas O. McKinnon:
            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 Manufacturing

CORRESP
1
filename1.htm

SRM
Entertainment, Inc.

1061
E. Indiantown Road, Suite 110

Jupiter,
Florida 33477

December
20, 2024

Via
EDGAR (filed as Correspondence)

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Claire Erlanger and Kevin Woody

    Re:
    SRM
    Entertainment, Inc.

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

    Form
    10-Q for the Quarter Ended September 30, 2024

    File
    No. 001-41768

Dear
Ms. Erlanger and Mr. Woody:

This
letter responds to the comment of the staff (the “Staff”) of the Securities and Exchange Commission’s (the “SEC”)
Division of Corporation Finance contained in the Staff’s letter addressed to Douglas O. McKinnon, Chief Financial Officer of SRM
Entertainment, Inc. (the “Company”), dated December 5, 2024, regarding the above-referenced filing. For your convenience,
we have repeated the Staff’s comment before the Company’s response below.

Form
10-K for the Fiscal Year ended December 31, 2023

Exhibits
32.1 and 32.2 Section 906 Certifications, page 1

    1.
    We
    note that the certifications filed as Exhibits 32.1 and 32.2 refer to the annual report on Form 10-K for the year ended December
    31, 2022, instead of the year ended December 31, 2023. Additionally, the names of the officers listed in the first sentence of the
    certification do not match the signatures of the CEO and CFO. Please file an amended Form 10-K with revised certifications that make
    these corrections.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and notes that the Company, on December 18, 2024 filed the
entire annual report for the year ended December 31, 2023 as an amendment (the “Amendment”) along with revised certifications
correcting the name of the Company’s Chief Executive Officer to Richard Miller and the reference to the annual report on Form 10-K
for the fiscal year end to December 31, 2023.

    1

Item
9A. Controls and Procedures, page 25

    2.
    We
    note your disclosure in the last sentence of the first paragraph on page 25 that the Company’s certifying officers have concluded
    that the Company’s disclosure controls and procedures are effective in reaching that level of assurance. However, we note that
    in the second paragraph you disclose that your Chief Executive Officer and principal financial officer concluded that your disclosure
    controls and procedures were ineffective to “ensure that the material information required to be included in our Securities
    and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial
    officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules
    and forms relating to the Company, based on the assessment and control of disclosure decisions currently performed by a small team.”
    Please revise the apparent discrepancy between the conclusions in these two paragraphs. Also, we note your disclosure that management
    believes that the Company maintained effective internal control over financial reporting as of December 31, 2023. In light of the
    disclosure in the preceding paragraph that management concluded your disclosure controls and procedures were not effective, please
    explain to us how you were able to conclude that ICFR was effective for the same period.

RESPONSE:
The Company acknowledges the discrepancy raised by the Staff and notes that the discrepancy was an oversight in drafting the Form
10-K. The Company has revised the disclosure in the Amendment accordingly to reflect that the Company’s disclosure controls and
procedures were effective at the time of filing the Form 10-K for fiscal year ended December 31, 2023.

Form
10-Q for the Quarter Ended September 30, 2024

Item
4. Controls and Procedures, page 11

    3.
    We
    note from your disclosure in this Form 10Q and the Form 10Qs for each of your quarters during fiscal 2024, that the Company’s
    certifying officers have concluded that the Company’s disclosure controls and procedures are effective in reaching that level
    of assurance. We also note the disclosure that there have not been any changes in internal controls over financial reporting. In
    light of the disclosure in the Form 10- K for the year ended December 31, 2023 that disclosure controls and procedures were not
    effective, please tell us how you were able to conclude for each of the 2024 quarters that disclosure controls and procedures
    are effective. Please advise or revise accordingly. As part of your response please provide the nature of any remediation efforts
    that have been completed.

RESPONSE:
The Company has revised the disclosure in the Amendment to state that the Company’s disclosure controls and procedures are
effective, therefore eliminating any inconsistency between the Form 10-K and the subsequent Form 10-Qs for each quarter during fiscal
2024.

Thank
you for your assistance in reviewing this filing.

    Sincerely,

    /s/
    Douglas O. McKinnon

    Douglas
    O. McKinnon

    Chief
                                            Financial Officer

    SRM
    Entertainment, Inc.

    1061
    E. Indiantown Road, Suite 110

    Jupiter,
    Florida 33477

    2

December 5, 2024
Douglas O. McKinnon
Chief Financial Officer
SRM Entertainment, Inc.
1061 E. Indiantown Road, Suite 110
Jupiter, Florida 33477
Re:SRM Entertainment, Inc.
Form 10-K for the Year Ended December 31, 2023
Form 10-Q for the Quarter Ended September 30, 2024
File No. 001-41768
Dear Douglas O. McKinnon:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            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
Exhibits 32.1 and 32.2 Section 906 Certifications, page 1
1.We note that the certifications filed as Exhibits 32.1 and 32.2 refer to the annual
report on Form 10-K for the year ended December 31, 2022, instead of the year ended
December 31, 2023.  Additionally, the names of the officers listed in the first sentence
of the certification do not match the signatures of the CEO and CFO.  Please file an
amended Form 10-K with revised certifications that make these corrections.
Item 9A. Controls and Procedures, page 25
We note your disclosure in the last sentence of the first paragraph on page 25 that the
Company’s certifying officers have concluded that the Company’s disclosure controls
and procedures are effective in reaching that level of assurance.  However, we note
that in the second paragraph you disclose that your Chief Executive Officer and
principal financial officer concluded that your disclosure controls and procedures
were ineffective to "ensure that the material information required to be included in our 2.

December 5, 2024
Page 2
Securities and Exchange Commission reports is accumulated and communicated to
our management, including our principal executive and financial officer, recorded,
processed, summarized and reported within the time periods specified in Securities
and Exchange Commission rules and forms relating to the Company, based on the
assessment and control of disclosure decisions currently performed by a small team."
Please revise the apparent discrepancy between the conclusions in these
two paragraphs.  Also, we note your disclosure that management believes that the
Company maintained effective internal control over financial reporting as of
December 31, 2023.  In light of the disclosure in the preceding paragraph that
management concluded your disclosure controls and procedures were not effective,
please explain to us how you were able to conclude that ICFR was effective for the
same period.
Form 10-Q for the Quarter Ended September 30, 2024
Item 4. Controls and Procedures , page 11
3.We note from your disclosure in this Form 10Q and the Form 10Qs for each of your
quarters during fiscal 2024, that the Company’s certifying officers have concluded
that the Company’s disclosure controls and procedures are effective in reaching that
level of assurance.  We also note the disclosure that there have not been any changes
in internal controls over financial reporting.  In light of the disclosure in the Form 10-
K for the year ended December 31, 2023 that disclosure controls and procedures were
not effective, please tell us how you were able to conclude for each of the 2024
quarters that disclosure controls and procedures are effective.  Please advise or revise
accordingly.  As part of your response please provide the nature of any remediation
efforts that have been completed.
            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 Claire Erlanger at 202-551-3301 or Kevin Woody at 202-551-3629
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

September 17, 2024
Richard Miller
Chief Executive Officer
SRM Entertainment, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:SRM Entertainment, Inc.
Registration Statement on Form S-3
Filed September 11, 2024
File No. 333-282028
Dear Richard Miller:
            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 Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

SRM
ENTERTAINMENT, INC.

1061
E. Indiantown Road, Suite 110

Jupiter,
FL 33477

September
17, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

    Re:
    SRM
    Entertainment, Inc.

    Registration
    Statement on Form S-3, File No. 333-282028

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: September 19, 2024

Requested
Time: 4:30 pm, Eastern Time

Ladies
and Gentlemen:

SRM
Entertainment, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-3 (File No. 333-282028), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared
and becomes effective at 4:30 pm Eastern Time on September 19, 2024, or as soon thereafter as possible.

Please
contact our counsel, Steven A. Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request.
In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

    Sincerely
    yours,

    SRM
    ENTERTAINMENT, INC.

    /s/
    Richard Miller

    Richard
    Miller

    Chief
    Executive Officer

CORRESP
1
filename1.htm

EF
HUTTON,

division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, New York 10022

August
10, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    SRM
    Entertainment, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-272250

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton, division of Benchmark
Investments, LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 5:00 p.m. Eastern Time on August 14, 2023 or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    EF
    Hutton, division of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
Fleischman

    Title:
    Supervisory
Principal

CORRESP
1
filename1.htm

August
10, 2023

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    SRM
    Entertainment, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-272250

Ladies
and Gentleman:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, SRM Entertainment, Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00
p.m. Eastern Time, August 14, 2023, or as soon as practicable thereafter.

    Very
    truly yours,

    SRM
    Entertainment, Inc.

    By:
    /s/
    Richard Miller

    Richard Miller

    Chief Executive Officer

CORRESP
1
filename1.htm

EF
HUTTON,

division of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, New York 10022

August
3, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F St., N.E.

Washington,
D.C. 20549

    Re:
    SRM
    Entertainment, Inc.

    Registration
    Statement on Form S-1

    File
    No. 	333-272250

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 1, 2023, in which we, as representative of the several underwriters
of the Company’s proposed initial public offering, joined the Company’s request for acceleration of the effective date of
the above-referenced Registration Statement for Thursday, August 3, 2023, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable,
in accordance with Rule 461 under the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

    Very
    truly yours,

    EF
    Hutton, division of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
Fleischman

    Title:
    Supervisory
Principal

CORRESP
1
filename1.htm

SRM
ENTERTAINMENT, INC.

1061
E Indiantown Road, Suite 110

Jupiter,
FL 33477

Tel:
(212) 930-9700

August
3, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F St., N.E.

Washington,
D.C. 20549

    Re:
    SRM
    Entertainment, Inc.

    Registration
    Statement on Form S-1

    File
    No. 	333-272250

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 1, 2023, in which we requested for acceleration of the effective date
of the above-referenced Registration Statement for Thursday, August 3, 2023, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable,
in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement
be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

    Very
    truly yours,

    SRM
    Entertainment, Inc.

    By:
    /s/
    Richard Miller

    Name:
    Richard
Miller

    Title:
    Chief
Executive Officer

CORRESP
1
filename1.htm

August
1, 2023

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    SRM
    Entertainment, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-272250

Ladies
and Gentleman:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, SRM Entertainment, Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00
p.m. Eastern Time, August 3, 2023, or as soon as practicable thereafter.

    Very
    truly yours,

    SRM
    Entertainment, Inc.

    By:
    /s/
    Richard Miller

    Richard Miller

    Chief Executive Officer

CORRESP
1
filename1.htm

EF
HUTTON,

division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, New York 10022

August
1, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    SRM
    Entertainment, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-272250

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton, division of Benchmark
Investments, LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 5:00 p.m. Eastern Time on August 3, 2023 or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    EF Hutton, division of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
Fleischman

    Title:
    Supervisory
Principal

CORRESP
1
filename1.htm

SRM
ENTERTAINMENT, INC.

1061
E Indiantown Road, Suite 110

Jupiter,
FL 33477

Tel:
(212) 930-9700

June
12, 2023

VIA
EDGAR

Erin
Donahue and Asia Timmons-Pierce

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Re:
    SRM Entertainment, Inc.

    Registration
    Statement on Form S-1 Filed on May 26, 2023

    CIK
    No. 0001956744

    File
    No. 333-272250

Dear
Mr. Donahue and Ms. Timmons-Pierce,

On
behalf of SRM Entertainment, Inc. (the “Company”), this letter responds to comments provided by the staff of the Division
of Corporation Finance (the “Staff”), of the Securities and Exchange Commission (the “Commission”) provided to
the undersigned on June 9, 2023, regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”),
which was filed with the Commission on May 26, 2023.

For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. An amendment to the Registration Statement (“Amendment No. 1”) reflecting changes made in response to
the Staff’s comments, along with changes made to update certain other information in the Registration Statement, is being filed concurrently with this letter. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 1.

Registration
Statement on Form S-1

Unaudited
Pro Forma Condensed Combined Financial Statements, page 48

1. We
                                            note your disclosure of the pro forma balance sheet as of March 31, 2023. The historical
                                            balances of prepaid expenses and deposits and inventory for SRM Limited on the pro forma
                                            balance sheet are not consistent with the balances from the balance sheet on page F-21. In
                                            addition, those line items in the pro forma column do not appear to sum up correctly. Please
                                            revise the disclosure to eliminate the inconsistencies.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 48 and F-21 of Amendment No. 1.

Unaudited
Interim Financial Statements of S.R.M Entertainment Limited

Note
2: Significant Accounting Policies - Net Loss Per Share of Common Stock , page F-26

2. Please
                                            revise the table on page F-26 to correctly indicate that you are presenting information for
                                            the three months ended March 31, 2023 and 2022, respectively.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page F-26 of Amendment No. 1.

General

3. We
                                            note that Section 1.3 of the license agreement filed as Exhibit 10.6 grants you a license
                                            to develop art for an NFT. Please revise your disclosure to clarify whether you have any
                                            business plans with respect to NFTs.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 62 of Amendment No. 1. Accordingly,
the Company respectfully advises the Staff that the Company has no business plans with respect to NFTs.

SRM
Entertainment, Inc.

June
12, 2023

Page
2

Please
do not hesitate to contact our counsel Arthur Marcus at (212) 930-9700 with any questions or comments regarding this correspondence or
on the Registration Statement, concurrently submitted herewith. Thank you.

    Sincerely,

    SRM
    Entertainment, Inc.

    By:

    /s/
    Richard Miller

    Richard
    Miller

    Chief Executive
    Officer

    cc:
    Stephany
    Yang and Martin James, Securities and Exchange Commission

    Arthur Marcus,
    Esq., Sichenzia Ross Ference LLP

United States securities and exchange commission logo
June 9, 2023
Richard Miller
Chief Executive Officer
SRM Entertainment, Inc.
1061 E Indiantown Road, Suite 110
Jupiter, FL 33477
Re:SRM Entertainment, Inc.
Registration Statement on Form S-1
Filed May 26, 2023
File No. 333-272250
Dear Richard Miller:
            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.
Registration Statement on Form S-1
Unaudited Pro Forma Condensed Combined Financial Statements, page 48
1.We note your disclosure of the pro forma balance sheet as of March 31, 2023. The
historical balances of prepaid expenses and deposits and inventory for SRM Limited on
the pro forma balance sheet are not consistent with the balances from the balance sheet on
page F-21. In addition, those line items in the pro forma column do not appear to sum up
correctly. Please revise the disclosure to eliminate the inconsistencies.
Unaudited Interim Financial Statements of S.R.M Entertainment Limited
Note 2: Significant Accounting Policies - Net Loss Per Share of Common Stock , page F-26
2.Please revise the table on page F-26 to correctly indicate that you are presenting
information for the three months ended March 31, 2023 and 2022, respectively.

 FirstName LastNameRichard Miller
 Comapany NameSRM Entertainment, Inc.
 June 9, 2023 Page 2
 FirstName LastName
Richard Miller
SRM Entertainment, Inc.
June 9, 2023
Page 2
General
3.We note that Section 1.3 of the license agreement filed as Exhibit 10.6 grants you a
license to develop art for an NFT. Please revise your disclosure to clarify whether you
have any business plans with respect to NFTs.

            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 Stephany Yang at 202-551-3167 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

SRM
ENTERTAINMENT, INC.

1061
E Indiantown Road, Suite 110

Jupiter,
FL 33477

Tel:
(212) 930-9700

May
26, 2023

VIA
EDGAR

Erin
Donahue and Asia Timmons-Pierce

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Re:
    SRM Entertainment, Inc.

    Amendment
    No. 3 to Draft Registration Statement on Form S-1 Submitted on April 28, 2023

    CIK
    No. 0001956744

Dear
Mr. Donahue and Ms. Timmons-Pierce,

On
behalf of SRM Entertainment, Inc. (the “Company”), this letter is accompanying our filing. We had no remaining comments
to respond to but are filing to update our financial information and related disclosure to include the information for the quarter ended
March 31, 2023.

SRM
Entertainment, Inc.

May
26, 2023

Page
2

Please
do not hesitate to contact our counsel Arthur Marcus at (212) 930-9700 with any questions or comments regarding this correspondence or
on the Registration Statement, concurrently submitted herewith. Thank you.

    Sincerely,

    SRM Entertainment, Inc.

    By:
    /s/
    Richard Miller

    Richard Miller

    Chief Executive Officer

    cc:
    Stephany Yang and Martin James, Securities and Exchange
    Commission

    Arthur Marcus, Esq., Sichenzia Ross Ference LLP

United States securities and exchange commission logo
April 25, 2023
Richard Miller
Chief Executive Officer
SRM Entertainment, Inc.
1061 E Indiantown Road, Suite 110
Jupiter, FL 33477
Re:SRM Entertainment, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted April 7, 2023
CIK No. 0001956744
Dear Richard Miller:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted on April 7, 2023
Use of Proceeds, page 44
1.Please revise footnote (1) to correctly disclose the principal balance of the Promissory
Note at December 31, 2022. The amount currently disclosed is not consistent with the
balance sheet on page F-13.
Capitalization, page 46
2.We note the changes made in response to prior comment 3. Please explain to us the
inconsistencies between the retained earnings and additional paid-in capital balances in
the pro forma column of the capitalization table and the respective balances on the pro
forma balance sheet on page 50, or revise as appropriate.

 FirstName LastNameRichard Miller
 Comapany NameSRM Entertainment, Inc.
 April 25, 2023 Page 2
 FirstName LastName
Richard Miller
SRM Entertainment, Inc.
April 25, 2023
Page 2
Dilution, page 47
3.We note several inconsistent and confusing disclosure in the dilution section.
Please address the following:

•In the last sentence of the second introductory paragraph you disclose an
immediate increase in the pro forma as adjusted net tangible book value of $0.88 per
share to the existing stockholder, Jupiter Wellness. Explain to us why that amount
differs from the $0.77 per share discussed in the preceding sentence and presented in
the table below, or revise as appropriate.
•Revise the table to correctly present per share amounts on the captions titled "Pro
forma net tangible book value per share as of December 31, 2022" and "Pro forma as
adjusted net tangible book value per share after this offering".
•In the last sentence on page 47, revise to disclose both the "increase (decrease)" to
your pro forma as adjusted net tangible book value and the "decrease (increase)"
in the dilution per share to investors participating in this offering as a result of
an increase (decrease) of 100,000 in the number of shares offered.
•Revise the last paragraph on page 48 to disclose the correct number of shares of
common stock that would be held by new investors if the Representative exercises its
option to purchase additional shares of common stock in full in this offering.

4.Refer to footnote (1) to the dilution table. Please revise to clarify, if true, that
the 1,700,000 shares issued to the Founders were included in the denominator used to
calculate pro forma net tangible book value per share as of December 31, 2022.
Otherwise, advise us.
5.In the first sentence of the last paragraph on page 47, you disclose that each $1.00 increase
(decrease) in the assumed initial public offering price of $5.00 per share would "increase
(decrease)" the dilution per share to investors participating in this offering by
approximately $5.07 per share. It appears that a decrease of $1.00 in the initial public
offering price would result in a decrease in the $4.23 dilution per share to new investors
currently presented in the table. Please revise, or advise us.
Unaudited Pro Forma Condensed Combined Financial Statements, page 49
6.We note your response to prior comment 6. Please include a footnote to the
statement explaining the reasons for the reclassification of $367,262 from retained
earnings to additional paid-in capital on the pro forma balance sheet on page 50. Tell
us the accounting guidance on which you relied when recording that adjustment. Explain
to us why the amount adjusted is not based on your negative additional paid-in capital and
retained earnings balances as of December 31, 2022, given the fact that the pro
forma balance sheet assumes that the separation was consummated at that date.

 FirstName LastNameRichard Miller
 Comapany NameSRM Entertainment, Inc.
 April 25, 2023 Page 3
 FirstName LastName
Richard Miller
SRM Entertainment, Inc.
April 25, 2023
Page 3
7.Revise the statement to also disclose the historical numbers of issued and outstanding
shares of common stock for SRM Inc. as of December 31, 2022.
8.Please revise the pro forma statements of operations on pages 51 and 52 and other sections
of the filing, as applicable, to present your net income (loss) per share amounts rounded to
the nearest cent (i.e., using only two decimal points), in order not to imply a greater
degree of precision than exists.
9.Please explain to us why, on page 52, the pro forma weighted-average shares used to
compute pro forma net income per share for the year ended December 31, 2021 does not
include the 1,700,000 Founder shares. Otherwise, revise as appropriate.
Certain Relationships and Related Party Transactions, page 76
10.Please disclose the loans you received from Jupiter Wellness.
            You may contact Stephany Yang at 202-551-3167 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754 with any other
questions
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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

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

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

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

United States securities and exchange commission logo
January 12, 2023
Richard Miller
Chief Executive Officer
SRM Entertainment, Inc.
1061 E Indiantown Road, Suite 110
Jupiter, FL 33477
Re:SRM Entertainment, Inc.
Draft Registration Statement on Form S-1
Submitted December 14, 2022
CIK No. 0001956744
Dear Richard Miller:
            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 on December 14, 2022
Our Market Opportunity, page 3
1.We note your disclosure that you believe the government segment represents additional
growth for you. Please elaborate your plans with respect to government segment of
business.
Risk Factors, page 21
2.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business.  Discuss the measures you have taken to mitigate these risks.

 FirstName LastNameRichard Miller
 Comapany NameSRM Entertainment, Inc.
 January 12, 2023 Page 2
 FirstName LastName
Richard Miller
SRM Entertainment, Inc.
January 12, 2023
Page 2
Our amended and restated articles of incorporation will contain exclusive forum provisions that
may discourage lawsuits, page 44
3.We note that your forum selection provision identifies a state court located within the
State of Nevada or, if no state court located within the State of Nevada has jurisdiction,
the federal district court for the District of Nevada as the exclusive forum for certain
litigation, including any “derivative action.” Please disclose whether this provision applies
to actions arising under the Exchange Act. If this provision does not apply to actions
arising under the Exchange Act, please also ensure that the exclusive forum provision in
the governing documents 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 Exchange
Act.
Capitalization, page 47
4.Revise the table to present an “actual” column reflecting the amounts from the registrant's
balance sheet as of September 30, 2022. In addition, please revise the "combined" column
to show a "pro forma combined" column that reflects the impact of the December 2022
consummation of the Exchange Agreement in which the operating entity, SRM
Entertainment Limited, was combined with the registrant. Further, revise the introductory
paragraphs and include appropriate footnotes to reflect your revised presentation.
5.Tell us the date on which the transactions related to the Exchange Agreement were
consummated.
Dilution, page 48
6.In the table on page 49 the Total Consideration column appears to be incorrectly labeled
as showing amounts in thousands of dollars, but the amounts presented are in actual
dollars. Please revise, or advise us.

 FirstName LastNameRichard Miller
 Comapany NameSRM Entertainment, Inc.
 January 12, 2023 Page 3
 FirstName LastName
Richard Miller
SRM Entertainment, Inc.
January 12, 2023
Page 3
Selected Combined Financial Data, page 50
7.We note that you present selected combined financial data here and that you include
management's discussion and analysis based on that combined financial data. However,
the combined data included on pages 51 and 52 does not appear to reflect any amounts
reported on the financial statements of SRM Entertainment Inc. Please address the
following:

•Reconcile for us the amounts presented on the combined balance sheet data as of
September 30, 2022 to the balance sheets of SRM Entertainment Inc. and SRM
Entertainment Limited at that same date. Provide a similar reconciliation for the
combined statement of operations for the interim period ended September 30, 2022.

•To the extent that you submit an amendment to the draft registration statement prior
to the date on which an update to your financial statements is required by Rule 8-08
of Regulation S-X, please revise to include supporting pro forma financial statements
compliant with Article 11 of Regulation S-X that reflect the consummation of the
Exchange Agreement transactions and the combination of SRM Entertainment Inc.
and SRM Entertainment Limited. Clearly explain how you accounted for the
transactions that resulted in the combined financial statements, referencing the
appropriate accounting guidance, and cross-referencing all pro forma adjustments to
descriptive footnotes. Alternatively, expand the unaudited pro forma condensed
combined financial statements beginning on page 53 to present that information (i.e.,
add columns to show how you arrived at the amounts in the “historical” columns) and
relabel the presentation as appropriate.
Business, page 67
8.Please disclose the types of agreements that you enter into with your retailers, distributors
and other channel partners.  Please file any material agreements as exhibits to your
registration statement.
Business
How We Plan to Grow - Long-term Growth Strategy, page 68
9.Please revise the last paragraph on page 68 to correctly indicate that your sales for the
year-to-date period ended September 30, 2022 were $5,199,807, and not $3,682,261 as
currently disclosed.

 FirstName LastNameRichard Miller
 Comapany NameSRM Entertainment, Inc.
 January 12, 2023 Page 4
 FirstName LastName
Richard Miller
SRM Entertainment, Inc.
January 12, 2023
Page 4
How We Plan To Grow, page 68
10.Please revise to include disclosure on the current status of your research and
development. Please elaborate on your timeline for certain products. For instance, please
disclose timeline for adding "light up drinkware, stainless water bottles, plush back packs,
melamine, and vinyl figures" and your timeline for adding integrating "Smart Toy"
technology.
Intellectual Property, page 70
11.We note your reference to licensing relationships on page 67.  Please disclose the scope
and term of any material license agreements and file any material license agreements as
exhibits to your registration statement.  Please also disclose the duration and scope of
patents that are material to your business.
Sales, page 70
12.We note your disclosure that you sell your products to customers throughout the world.
Please revise to disclose the country where a majority of your sales are attributed to.
13.We note you disclose your target market for domestic sales. Please revise to disclose your
target market for international sales.
Executive Compensation, page 76
14.Please update your compensation disclosure as of the fiscal year ended December 31,
2022.
Financial Statements of SRM Entertainment, Inc.
Statement of Changes in Shareholders’ Equity, page F-5
15.We note from page 4 that in November and December 2022, SRM Entertainment, Inc.
entered into subscription agreements pursuant to which you issued an aggregate of
1,700,000 outstanding shares of common stock to certain founders of the registrant. Please
explain to us, and revise Note 4 to describe the circumstances relating to your issuance of
these shares and to disclose why you have reflected the transactions in the financial
statements of SRM Entertainment, Inc. as of and for the period ended September 30,
2022.  Cite the accounting guidance on which you relied. Revise all other sections of the
filing, as appropriate, to eliminate any inconsistencies in your disclosure.
Note 5 - Acquisition of SRM Entertainment Limited by Jupiter Wellness and ..., page F-10
16.You disclose here that on November 30, 2020, Jupiter Wellness, Inc. acquired SRM
Entertainment Limited. Please revise your disclosure throughout the filing to consistently
disclose the correct date of this transaction. For example, on pages 3 and 67 you indicate
that the transaction occurred in November 2019.

 FirstName LastNameRichard Miller
 Comapany NameSRM Entertainment, Inc.
 January 12, 2023 Page 5
 FirstName LastName
Richard Miller
SRM Entertainment, Inc.
January 12, 2023
Page 5
17.In this regard, we note several inconsistences and typographical errors throughout the
filing. For example, on page F-15 you show the statement of cash flows adjustment
related to accrued liabilities as “$40,8834”; on page F-20 you disclose an allowance for
doubtful collections at December 31, 2021 of $0 while on page F-27 you disclose an
amount of $104,851; and the amounts disclosed for prepaid expenses and deposits on page
F-20 are not consistent with the amounts shown on pages F-21 and F-29.  In addition, on
page 60 you refer to amounts reported as of December 31, 2017 instead of December 31,
2021; on page 64 you refer to your “unaudited” financial statements for the year ended
December 31, 2021 and 2020; and on page 104 you refer to the financial statements
of SRM Entertainment Limited as of December 31, 2021 and 2022 instead of December
31, 2021 and 2020.  Please revise the filing throughout to eliminate these and other
inconsistencies and errors.
Note 7 - Subsequent Events, page F-11
18.We note your disclosure that you entered into a stock exchange agreement with Jupiter
Wellness, Inc. in December 2022 where you exchanged 7,300,000 shares of your common
stock for two ordinary shares of SRM Entertainment, Limited representing all of the
issued and outstanding shares of SRM Entertainment, Limited. Please revise to disclose
your accounting for the transaction and to describe any resulting changes to the
presentation of your financial statements in periods following consummation of the
transaction. Tell us the accounting guidance on which you relied.
Recent Sale of Unregistered Securities, page II-2
19.Please indicate the section of the Securities Act of the rule of the Commission under
which exemption from registration was claimed, and state briefly the facts relied upon to
make the exemption available.  See Item 701 of Regulation S-K.
Exhibits
20.We note you have not yet entered into employment agreements with your executive
officers, but you intend to do so.  When you do so, please be sure to file these agreements
as exhibits.
General
21.We note your risk factor disclosure related to the COVID-19 pandemic.  Please disclose
(1) whether your business segments, products, lines of service, products, lines of service,
projects, or operations are materially impacted by the pandemic-related lockdowns in
China and (2) the impact of consumer demand declines in China.  In addition, discuss any
steps you are taking to mitigate adverse impacts to your business.

 FirstName LastNameRichard Miller
 Comapany NameSRM Entertainment, Inc.
 January 12, 2023 Page 6
 FirstName LastName
Richard Miller
SRM Entertainment, Inc.
January 12, 2023
Page 6
22.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions especially in
light of the effectiveness of the UFLPA.  For example, discuss whether you have or expect
to:
•Suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•Experience labor shortages that impact your business;
•Experience cybersecurity attacks in your supply chain;
•Experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•Experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•Be unable to supply products at competitive prices or at all; or
•Be exposed to supply chain risk in light of the effectiveness of the UFLPA
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
23.We note your disclosure on the cover page that you will not consummate the offering or
distribution if your common stock is not approved for listing.  Please update your
disclosures on the cover page, pages 20, 43 and 102 to clarify that your offering and
distribution is contingent on final approval of your NASDAQ listing.

            You may contact Stephany Yang at 202-551-3167 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing