TRONTron Inc.

We note your disclosure that you currently hold 365,096,845 TRX tokens. We also note your disclosure on page 31 that the TRX tokens in the Treasury Wallet are currently “staked” on JustLend, a DeFi protocol, in exchange for sTRX, a derivative token that represents the “staked” TRX tokens. Please revise your disclosure to specify the amount of TRX and sTRX you currently hold.

In response to the Staff’s comment, the Company revised the relevant disclosures on page 6 of the Revised S-3. Read in the reply ↗

Please revise your disclosure to include a description of the current status of SEC litigation involving TRX and, to the extent material, disclose the risks attendant thereto. In addition, we note your disclosure on page 32 that “neither the SEC nor any other U.S.

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federal or state regulator has publicly stated whether they agree that the TRX token is a ‘security.’” Please revise this statement to disclose the pending SEC litigation regarding the unregistered offer and sale of TRX.

In response to the Staff’s comment, the Company revised the relevant disclosures on page 28 of the Revised S-3. Read in the reply ↗

We note that you plan to file the Form of Senior Debt Indenture and the Form of Subordinated Debt Indenture as a post-effective amendment or as an exhibit to a document filed under the Securities Exchange Act. In order to qualify your indenture under the Trust Indenture Act of 1939 you must have a form of indenture on file at time of effectiveness of the registration statement.

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Please file by pre-effective amendment a form of indenture as an exhibit to your registration statement. See Trust Indenture Act Compliance and Disclosure Interpretation 201.02. 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.

In response to the Staff’s comment, the Company has filed a form of indenture as Exhibit 4.3 of the Revised S-3.

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Please reach Ted Paraskevas, the Company’s outside counsel at +1 212-407-4971 if you would like additional information with respect to any of the foregoing. Thank you. Read in the reply ↗

We note that Justin Sun posted on X on July 25, 2025, "The Nasdaq [listing] is just the starting point for our listing. The Nasdaq 100 Index, including Nvidia, Apple, and Google, is our target. We aim to become part of the Nasdaq 100 Index within three years—that’s the goal we’re pursuing!" We also note that Justin Sun rang the opening bell for Nasdaq on behalf of the company on July 24, 2025.

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Please tell us, with a view toward disclosure, whether Justin Sun is an executive officer of the company. Please refer to Rule 3b-7 of the Securities Exchange Act of 1934.

In response to the Staff’s comment, the Company respectfully advises the Staff that Mr. Justin Sun does not serve as an executive officer of the Company within the meaning of Rule 3b-7 under the Exchange Act. More specifically, Mr. Justin Sun does not hold any officer position for the Company or any subsidiary thereof, he is not in charge of any business unit, and he does not perform any policy making functions. He acts solely in an advisory role as an independent contractor. The Company’s advisory agreement with

Mr.

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Justin Sun provides that he will advise the Company in the capacity of an independent contractor, and will provide such services to the Company as may be directed by the Company’s board of directors, and that his performance of such services shall be subject to the Company’s final approval.

The

Company further respectfully advises the Staff that Mr. Justin Sun’s X post referred to in the Staff’s comment was published on his personal X account, and does not represent the views or opinions of the Company. The Company did not comment on or repost the post. We believe that the post was only intended to be a personal message from Mr. Justin Sun as an advisor wishing the Company to continue to grow.

On

July 24, 2025, the Company rang the Nasdaq Stock Market Opening Bell. To mark the occasion, the Company invited Mr. Justin Sun to ring the Opening Bell alongside the Company’s management team. Given Mr. Justin Sun’s role as the Company’s advisor and the founder of TRON, the Board believes that his presence can demonstrate the support from the TRON blockchain community for the Company’s strategic transformation into a TRON treasury strategy company. It can also demonstrate the Company’s commitment to aligning closely with the TRON blockchain ecosystem and its dedication to outreach with the TRON blockchain community.

Read in the reply ↗

We note your response to prior comment 1. Please include disclosure on the cover page briefly describing the company's business and clarifying the incidental relationship between the company and the TRON DAO and TRON blockchain ecosystem. Please refer to Instruction to paragraph 501(b)(1) of Regulation S-K.

In response to the Staff’s comment, the Company has revised the disclosure on the cover page and on page 7 of the Amended

S-3. Read in the reply ↗

Where you disclose that TRON was founded in 2017, please also disclose that it was founded by Justin Sun and describe his continued involvement in the TRON network.

In response to the Staff’s comment, the Company has revised the disclosure on pages 6 and 7 of the Amended S-3. Read in the reply ↗

We note your disclosure on page 5 that the company holds the treasury tokens in a self-managed wallet set up by BiT Global. Please expand your disclosure to address the following: • We note your disclosure that the "wallet is safely kept in a secure location controlled by BiT Global." Please disclose the geographic location where the private keys are located.

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• Discuss any insurance coverage you have for your treasury tokens, including whether BiT Global provides insurance coverage, the amount of coverage, any coverage limitations, and any risks attendant thereto. • We note your disclosure that "[t]he Company retains sole control of the wallet and private keys." Please identify the person(s) that have access to the treasury tokens and have the authority to release the tokens from your wallet and whether any persons (e.g., auditors, etc.) are responsible for verifying the existence thereof. Also clarify whether any insurance providers have inspection rights associated with the crypto assets held in storage. Please expand your disclosure regarding the company's staking program to address the following: • We note your disclosure that "[t]he Company has currently staked nearly 100% of TRX tokens in its treasury into sTRX tokens." Please revise to clarify what "nearly 100%" means and tell us whether you have any policies or procedures in place that govern the percentage of TRX tokens that will be turned into sTRX tokens. • We note your disclosure that "365,096,800 TRX tokens of the Consideration Tokens held by the Company have been 'staked' on JustLend, a decentralized finance (DeFi) protocol, on June 28, 2025 in exchange for approximately 297,543,246 Staked TRX (sTRX) tokens." Please clarify whether the remaining 67,533,554 TRX tokens were not converted into sTRX. Please also disclose the unbonding period for TRX tokens to the extent applicable. • We note your disclosure that the company has staked and plans to continue to stake TRX tokens to "earn enhanced staking yield from both standard TRX staking and energy rental." Please explain the difference between standard TRX staking and energy rental and how each operates. Please disclose what the company intends to do with the sTRX tokens it receives from JustLend. To the extent these activities present additional risks, please • 5. consider updating your risk factor disclosures. • Please disclose the characteristics of the sTRX tokens and how they differ from TRX tokens. • Please discuss how staking rewards are distributed, including the amounts or percentages distributed to the company, BiT Global, JustLend, and any other party that receives a fee or distributions in connection with staking, as applicable. • Please disclose with more specificity the role of JustLend in the company's staking program. • We note that the company holds the treasury tokens in a self-managed cold wallet. Please clarify whether the company engages in offline staking. 6. Please revise to disclose whether you have any material agreements with counterparties related to purchase and sales of TRX tokens, and, if so, please identify the counterparties and disclose the material terms of your agreements with your counterparties. 7. We note your disclosure on page 7 that the company has entered into a Financial Advisory Agreement under which the Advisor will "explore opportunities involving holding tokens, primarily TRX Tokens,... identifying additional revenue-generating verticals within that ecosystem." Please revise to clarify whether the primary focus of the business will be to accumulate TRX tokens and benefit from its appreciation and staking rewards, or whether the TRX token reserve will be used to support or finance other operating activities. In addition, please revise to clarify whether there are plans to hold any other crypto assets. 8. Please expand your disclosure to describe the policies and procedures you have in place or intend to adopt that govern when you exchange cash for TRX tokens and when you monetize your TRX tokens. In addition, please disclose whether you intend to hedge your TRX token exposure, and, if so, please describe your hedging strategy. 9. Please expand your discussion of the TRON network and describe any material updates that have occurred or are planned to occur. Risk Factors We may regularly encounter potential conflicts of interest, page 26 10. We note your disclosure that potential conflicts of interest may arise from relationships that you identify under this heading. Please expand this disclosure to address whether any conflicts of interests may arise from Justin Sun's relationship to the company and the TRON network, BiT Global, and JustLend, to the extent applicable. In this regard, we also note news reports indicating that Justin Sun owns the majority of the supply of TRX tokens. If true, please disclose this fact, and any risks or conflicts of interests attendant thereto. Risks Related to Our TRX Token Strategy and Holdings, page 27 11. We note that on August 29, 2025, the TRON blockchain determined to lower transaction fees by 60%. Please disclose this fact and the risks and impacts of such a change. The TRX token is a highly volatile asset, page 27 12. Please revise to include quantitative examples of TRX token’s historic price volatilities. Our TRX token holdings are less liquid than our existing cash and cash equivalents, page 32 13. We note your disclosure regarding the inherent risks of staking. Please identify the super representative nodes with which the company will stake its TRX if possible. We face risks relating to the security of the wallets holding our TRX tokens, page 32 14. We note your disclosure that "TRON blockchain and TRX token, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities." Please expand your disclosure to discuss any material security breaches or cyberattacks that have occurred relating to TRON blockchain or TRX tokens. Absent federal regulations, there is a possibility that TRX token may be classified as a "security.", page 33 15. Please revise your disclosure in this section and throughout the prospectus where you indicate that TRX may be classified as or could be determined to be a "security" to state that TRX "may be offered and sold as part of or subject to an investment contract." In this regard, please clarify your disclosure on page 28 that "there is no claim in the SEC Action that TRX token is itself a security." Exhibits 16. We note your revision in response to prior comment 4. Please also file a Form T-1 or, if you are relying on Section 305(b)(2) of the Trust Indenture Act, annotate the exhibit index to indicate such intention and include the undertaking contained in Item 512(j) of Regulation S-K. For further guidance, refer to Trust Indenture Act of 1939 Compliance and Disclosure Interpretations Questions 206.01 and 220.01. 17. We note that you marked Exhibit 10.1 as having portions omitted in compliance with Regulation S-K Item 601(b)(10)(iv). Please revise to include a prominent statement on the first page of the redacted exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

In response to the Staff’s comment, the Company has revised the disclosure on page 5 of the Amended S-3.

● Discuss any insurance coverage you have for your treasury tokens, including whether BiT Global provides insurance coverage, the amount of coverage, any coverage limitations, and any risks attendant thereto.

Response:

There is currently no insurance coverage on the treasury tokens. The Company has accordingly revised page 5 of the Amended

S-3.

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The Company also has revised pages 13 and 34 of the Amended S-3 in connection with the risk factors attendant to this issue.

note your disclosure that “[t]he Company retains sole control of the wallet and private keys.” Please identify the person(s) that have access to the treasury tokens and have the authority to release the tokens from your wallet and whether any persons (e.g., auditors, etc.) are responsible for verifying the existence thereof. Also clarify whether any insurance providers have inspection rights associated with the crypto assets held in storage.

Response:

In response to the Staff’s comment, the Company respectfully submits that the identity of the controller(s) of the wallet and private keys is a highly confidential matter. The Company has revised the disclosure on page 5 of the Amended S-3 in response to the Staff’s comment.

Read in the reply ↗

We note your response to prior comment 1 that Mr. Justin Sun does not hold any officer position for the Company or any subsidiary thereof, is not in charge of any business unit, and does not perform any policy making functions. Please provide such disclosure in your prospectus where appropriate. We note your disclosure that SRM Ltd.

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is a limited company incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China and was formerly owned by Safety Shot, Inc. Please clarify whether you continue to have a subsidiary in Hong Kong and, if so, the operations conducted through that subsidiary. In addition, it appears your TRX treasury operations may be conducted in Hong 2. Kong. To the extent you have operations in Hong Kong, please revise your filing, as applicable, to provide more specific and prominent disclosures about the legal and operational risks associated with China-based companies. For additional guidance, please see the Division of Corporation Finance's Sample Letter to China- Based Companies issued by the Staff in December 2021. 3. We note your disclosure that the Company retains sole control of the wallet and private keys in Hong Kong and that Mr. Weike Sun and Mr. Zi Yang are authorized by the Board to make the arrangement for safeguarding and operating the private keys of the wallet. Please clarify whether Mr. Weike Sun and Mr. Zi Yang are located in Hong Kong. To the extent one or more of your officers and/or directors are located in China or Hong Kong, please provide a discussion of the enforcement risks related to civil liabilities due to your officers and/or directors being located in China or Hong Kong. Please identify each officer and/or director located in China or Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals. For example, revise to discuss the limitations on investors being able to effect service of process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and time constraints. Prospectus Summary Our Business, page 3 4. We note your disclosure on page 13 and 27 that after the August Warrant Exercise, Bravemorning held approximately 86.6% of the Company's outstanding Common Stock, and also Preferred Stock Shares which vote together with the Common Stock and increased Bravemorning's aggregate voting power to 92.5%. Please include disclosure about Bravemorning's aggregate voting power here and elsewhere that you discuss Bravemorning's ownership percentage of the Company's outstanding Common Stock. Recent Developments, page 7 5. We note your disclosure that the Company entered into the Sun Advisory Agreement with Mr. Justin Sun on June 16, 2025 along with the issuance of the Preferred Stock Shares and the June PIPE Warrants. Please expand your disclosure to clarify the consideration that Mr. Justin Sun received or will receive in exchange for his services. Risk Factors Risks Related to Our TRX Token Strategy and Holdings, page 28 6. Please revise to include risk factor disclosure addressing the risk that due to Justin Sun’s role as the founder of TRON and his continued association with the TRON blockchain system, his actions and statements have in the past and may in the future impact the price of TRX, which could in turn impact the company and the effectiveness of its treasury strategy. Exhibits To the extent that you have an agreement with JustLend DAO, please revise to disclose the material terms of the agreement, including term and termination 7. provisions. In addition, and to the extent material, please file it as an exhibit to the registration statement.

In response to the Staff’s comment, the Company has revised the disclosure on page 6 of the Amended S-3. Read in the reply ↗

Please disclose the location of your auditor's headquarters. Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations if the PCAOB determines that it cannot inspect or investigate completely your auditor for a period of two consecutive years, and that as a result an exchange may

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determine to delist your securities.

In response to the Staff’s comment, the Company has revised the disclosure on page 30 of the Amended S-3. Read in the reply ↗

We note your disclosure in the risk factor heading that "[i]n the future, [you] may be subject to PRC laws and regulations related to [your] current business operations." Please revise to clarify that the legal and operational risks associated with operating in the PRC also apply to any current or future operations in Hong Kong. We may become subject to a variety of PRC laws and other obligations regarding M&A Rules,

In response to the Staff’s comment, the Company has revised the disclosure on page 41 of the Amended S-3. Read in the reply ↗

We note your disclosure here and throughout regarding your belief or your management's understanding that you are not subject to certain PRC laws and regulations. To the extent your disclosure is based on an opinion of Hong Kong or PRC counsel, please identify counsel and file the consent of counsel as an exhibit to the registration statement.

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If you did not consult counsel, please disclose that an opinion was not obtained.

In response to the Staff’s comment, the Company has revised the disclosure on page 42 of the Amended S-3. The Company has not obtained an opinion from PRC or Hong Kong counsel. Read in the reply ↗

We note your disclosure in response to prior comment 3 regarding the difficulty of enforcing civil liabilities in Hong Kong and China. Please clarify whether you have any directors or officers located in China. In addition, to the extent your disclosure is based on an opinion of Hong Kong or PRC counsel, please identify counsel and file the consent of counsel as an exhibit to the registration statement.

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If you did not consult counsel, please disclose that an opinion was not obtained.

In response to the Staff’s comment, the Company has revised the disclosure on page 44 of the Amended S-3. The Company has not obtained an opinion from PRC or Hong Kong counsel.

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* * reach Ted Paraskevas, the Company’s outside counsel at +1 212-407-4971 if you would like additional information with respect to any of the foregoing. Thank you. Read in the reply ↗

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.

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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. 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. 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.

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. Read in the reply ↗

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.

No reply letter found.

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.

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Our amended and restated articles of incorporation will contain exclusive forum provisions that may discourage lawsuits, page 44

No reply letter found.

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.

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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.

No reply letter found.

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.

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Further, revise the introductory paragraphs and include appropriate footnotes to reflect your revised presentation.

No reply letter found.

Tell us the date on which the transactions related to the Exchange Agreement were consummated.

No reply letter found.

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.

No reply letter found.

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.

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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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

We note you disclose your target market for domestic sales. Please revise to disclose your target market for international sales.

No reply letter found.

Please update your compensation disclosure as of the fiscal year ended December 31, 2022. Financial Statements of SRM Entertainment, Inc.

No reply letter found.

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.

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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.

No reply letter found.

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.

No reply letter found.

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

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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.

No reply letter found.

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.

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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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

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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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

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.

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Also, your total shareholders' deficit and total capitalization at September 30, 2022, appear to be $(1,374) and zero, respectively. Please revise accordingly.

No reply letter found.

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.

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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.

No reply letter found.

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.

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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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

Please update your financial statements and related financial information throughout the filing in accordance with Rule 8-08 of Regulation S-X.

No reply letter found.

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.

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 One letter for all the questions, without numbered answers. Read the reply ↗

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.

See the reply above.

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.

Rest of the question

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.

See the reply above.

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.

See the reply above.

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.

Rest of the question

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.

See the reply above.

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.

Rest of the question

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.

See the reply above.

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.

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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.

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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.

See the reply above.

Please disclose the loans you received from Jupiter Wellness.

See the reply above.

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.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 48 and F-21 of Amendment No. 1. Read in the reply ↗

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. General

The Company acknowledges the Staff’s comment and has revised the disclosure on page F-26 of Amendment No. 1. Read in the reply ↗

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.

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.

Entertainment, Inc. Read in the reply ↗