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
 Brian John
FirstName  LastNameBrian John
Jupiter Wellness, Inc.
Comapany13,
February   NameJupiter
             2023      Wellness, Inc.
February
Page  2 13, 2023 Page 2
FirstName LastName
         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.
 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,

FirstName LastNameBrian John                            Division of Corporation
Finance
                                                        Office of Industrial
Applications and
Comapany NameJupiter Wellness, Inc.
                                                        Services
February 13, 2023 Page 3
cc:       Arthur Marcus, Esq.
FirstName LastName