Asfiled with the Securities and Exchange Commission on May 26, 2023.

RegistrationNo. 333-        

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

SRMENTERTAINMENT, INC.

(Exactname of Registrant as specified in its charter)

1061E Indiantown Road, Suite 110

Jupiter,FL 33477

407-230-8100

(Address,including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

RichardMiller

ChiefExecutive Officer

1061E Indiantown Road, Suite 110

Jupiter,FL 33477

407-230-8100

(Name,address, including zip code, and telephone number, including area code, of agent for service)

WithCopies to:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

Ifany of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box. ☐

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, pleasecheck the following box and list the Securities Act registration statement number of the earlier effective registration statement forthe same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Securities Exchange Act of1934:

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant herebyamends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall filea further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securitiesand Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORYNOTE

This Registration Statement relates to the (i) thedistribution of an aggregate of 2,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of SRM Entertainment,Inc. (“we”, “us”, “our” or the “Company”), to be effective after the effectivetime of this Registration Statement and prior to the closing of the Offering (as defined below) by Jupiter Wellness, Inc.to its stockholders and certain of its warrant holders of record as of the close of business on____, 2023; and (ii) the sale of 1,800,000shares of our Common Stock in an underwritten public offering (the “Offering”).

Theinformation in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell thesesecurities, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECTTO COMPLETION

PRELIMINARYPROSPECTUS DATED MAY 26, 2023

PROSPECTUS

SRMENTERTAINMENT, INC.

1,800,000 Shares of Common Stock

Thisis a firm commitment initial public offering of 1,800,000 shares of common stock, par value $0.0001 per share (“Common Stock”),of SRM Entertainment, Inc. (“we”, “us”, “our” or the “Company”), currently a wholly ownedsubsidiary of Jupiter Wellness, Inc. (“Jupiter Wellness”), based on an assumed initial public offering price of $5.00 pershare, which is the midpoint of the range discussed below. We are offering all of the shares of Common Stock being offering by this prospectus.The registration statement of which this prospectus forms a part also relates to the registration of an aggregate of 2,000,000 sharesof our Common Stock to be distributed by Jupiter Wellness effective after the effective time of the registration statement of whichthis prospectus forms a part and prior to the closing of this offering, to holders of its common stock and certain of itswarrant holders of record as of the close of business on____, 2023.

Weanticipate the initial public offering price per share of Common Stock will be between US$4.50 and US$5.50. The numberof shares of Common Stock offered in this prospectus and all other applicable information has been determined based on an assumedinitial public offering price of $5.00 per share of Common Stock, which is the midpoint of the above range. The actual publicoffering price of the shares of Common Stock will be determined between the Underwriters and us at the time of pricing, consideringour historical performance and capital structure, prevailing market conditions, and overall assessment of our business. Therefore,the assumed public offering price per share of Common Stock used throughout this prospectus may not be indicative of the actualpublic offering price for the shares of Common Stock (see “Determination of Offering Price” for additionalinformation).

Wecannot guarantee that we will be successful in listing our Common Stock on Nasdaq. However, the consummation of this offering and thedistribution are contingent on our Common Stock being approved for listing by Nasdaq. We will not consummate this offering or the distributionunless our Common Stock is so listed.

Currently,no public market exists for our Common Stock. We have applied to list our Common Stock for trading on The Nasdaq Capital Market (“Nasdaq”)under the symbol “SRM.”

Weare an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”) and,as such, have elected to comply with certain reduced disclosure requirements for this prospectus and may elect to comply with certainreduced public company reporting requirements for future filings.

Investingin the shares of Common Stock involves risks that are described in the “Risk Factors” section beginning on page 19of this prospectus.

TheRepresentative may also exercise its option to purchase up to an additional 270,000 shares of Common Stock from us, at theinitial public offering price, less the underwriting discount, for 45 days from the date of this prospectus.

Neitherthe U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Theunderwriters expect to deliver the shares of Common Stock against payment on             , 2023.

SoleBook-Running Manager  

EFHUTTON  

divisionof Benchmark Investments, LLC  

Thedate of this prospectus is            , 2023.

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the U.S. Securitiesand Exchange Commission (the “SEC”). We have not and the underwriters have not authorized anyone to provide you with anyinformation other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us and filed withthe SEC. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other informationthat others may give you. We are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions wheresuch offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date,regardless of its time of delivery or the time of any sale of shares of our Common Stock. Our business, financial condition, resultsof operations and prospects may have changed since that date.

Informationcontained in, and that can be accessed through our website, https://www.srmentertainment.com/, shall not be deemed to be part of thisprospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determiningwhether to purchase the shares of Common Stock offered hereunder. The registration statement of which this prospectus forms a part alsorelates to the registration of an aggregate of 2,000,000 shares of our Common Stock to be distributed by Jupiter Wellness effectiveafter the effective time of the registration statement of which this prospectus forms a part and prior to the closing of thisoffering to Jupiter Wellness stockholders and certain warrant holders of record as of the close of business on____, 2023.

THEDISTRIBUTION

Thediscussion in this prospectus of the distribution is subject to, and qualified by reference to, the Amended and Restated ExchangeAgreement, which is filed as an exhibit to the registration statement of which this prospectus forms a partand is incorporated by reference into this prospectus.

General

On December 9, 2022, we entered into the ExchangeAgreement with Jupiter Wellness to govern the separation of our business from Jupiter Wellness. On May 26, 2023, we entered intothe Amended and Restated Exchange Agreement to include additional information regarding the distribution and separation of our businessfrom Jupiter Wellness. The Amended and Restated Exchange Agreement governs the separation of our business from Jupiter Wellness. We expectto consummate the separation contemplated by the Amended and Restated Exchange Agreement on or prior to the effective dateof the registration statement of which this prospectus forms a part and the distribution after the effective date of the registrationstatement of which this prospectus forms a part but prior to the closing of this offering. Pursuant to the Amended and Restated ExchangeAgreement, we will issue to Jupiter Wellness 6,500,000 shares of our Common Stock (representing 79.3% of our outstanding Common Stock)in exchange for 2 ordinary shares of SRM Limited (representing all of the issued and outstanding ordinary shares of SRM Limited). Pursuant to the Share Exchange, we will acquire from Jupiter Wellness by operation of law all assets and assume all liabilities comprising of our business, which are currently owned and held by SRM Limited. For more information regarding the assets and liabilities owned and held by SRM Limited, see our unaudited pro forma condensed combined financial statements and the related notes included elsewhere in this prospectus.

FromNovember 28, 2022 to December 7, 2022, we issued 1,700,000 outstanding shares of our Common Stock to the following management and insidersof SRM: Richard Miller, Chief Executive Officer & Director, 600,000 shares; Brian S. John, Secretary and Chairman, 300,000shares; Taft Flittner, President, 300,000 shares; Douglas McKinnon, 200,000 shares; Markita Russell, 100,000 shares; and DeborahMcDaniel-Hand, Vice President of Production Development and Operations, 200,000 shares.

Mannerof Effecting the Distribution

Thegeneral terms and conditions relating to the distribution are set forth in the Amended and Restated Exchange Agreement. Under the Amendedand Restated Exchange Agreement, the distribution will be effective after the effective date of the registration statementof which this prospectus forms a part but prior to the closing of this offering. Formost Jupiter Wellness stockholders who own Jupiter Wellness Common Stock in registered form on the record date and for holders of theJuly Warrants our transfer and distribution agent will credit their shares of our Common Stock to book entry accounts established tohold these shares. Our transfer and distribution agent will send these stockholders a statement reflecting their ownership of our CommonStock. Book-entry refers to a method of recording stock ownership in our records in which no physical certificates are used. For stockholderswho own Jupiter Wellness Common Stock through a broker or other nominee, their shares of our Common Stock will be credited to these stockholders’accounts by the broker or other nominee. As further discussed below, fractional shares will not be distributed. Following the distribution,stockholders whose shares are held in book entry form may request that their shares of our Common Stock be transferred to a brokerageor other account at any time, as well as delivery of physical stock certificates for their shares, in each case without charge.

JUPITERWELLNESS STOCKHOLDERS WILL NOT BE REQUIRED TO PAY FOR SHARES OF OUR COMMON STOCK RECEIVED IN THE DISTRIBUTION, OR TO SURRENDER OR EXCHANGESHARES OF JUPITER WELLNESS COMMON STOCK IN ORDER TO RECEIVE OUR COMMON STOCK, OR TO TAKE ANY OTHER ACTION IN CONNECTION WITH THE DISTRIBUTION.NO VOTE OF JUPITER WELLNESS STOCKHOLDERS IS REQUIRED OR SOUGHT IN CONNECTION WITH THE DISTRIBUTION, AND JUPITER WELLNESS STOCKHOLDERSHAVE NO APPRAISAL RIGHTS IN CONNECTION WITH THE DISTRIBUTION.

Fractionalshares of our Common Stock will not be issued to Jupiter Wellness stockholders as part of the distribution or credited tobook entry accounts. In lieu of receiving fractional shares, each holder of Jupiter Wellness Common Stock who would otherwise beentitled to receive a fractional share of our Common Stock will receive cash for the fractional interest, which generally will betaxable to such holder. An explanation of the tax consequences of the distribution can be found below in the subsectioncaptioned “— Material U.S. Federal Income Tax Consequences of the Distribution.” The transfer anddistribution agent will, as soon as practicable after the distribution date, aggregate fractional shares of our Common Stockinto whole shares and sell them in the open market at the prevailing market prices and distribute the aggregate proceeds, net ofbrokerage fees, ratably to stockholders otherwise entitled to fractional interests in our Common Stock. The amount of such paymentswill depend on the prices at which the aggregated fractional shares are sold by the transfer and distribution agent in the openmarket shortly after the distribution date. The distribution of SRM Common Stock in respect of the Jupiter Wellness sharesand the July Warrants is expected to be taxable to both Jupiter Wellness and holders of the Jupiter Wellness shares or the JulyWarrants. See “The Distribution — Material U.S. Federal Income Tax Consequences of theDistribution.”

Inorder to be entitled to receive shares of our Common Stock in the distribution, holders of Jupiter Wellness Common Stockand July Warrants must be holders of record of Jupiter Wellness Common Stock or the July Warrants as of the close of business,New York City time, on the record date,          , 2023.

Reasonsfor the Distribution

TheJupiter Wellness board of directors has determined that the separation of our business from the other business of Jupiter Wellness isin the best interests of Jupiter Wellness and its stockholders. The potential benefits considered by the Jupiter Wellness board of directorsin making the determination to consummate the distribution included the following:

TheJupiter Wellness board of directors also considered several factors that have a negative effect on Jupiter Wellness as a result of thedistribution. Jupiter Wellness will have tax liabilities as a result of the distribution. The Jupiter Wellness Common Stock maycome under initial selling pressure as certain Jupiter Wellness stockholders sell their shares because they are not interested in holdingan investment in the remaining business of Jupiter Wellness. In addition, the distribution would separate from Jupiter Wellnessthe business and assets of the Company, which represent significant value. Jupiter Wellness and its remaining business may need to absorbcertain corporate and administrative costs previously allocated to SRM. Finally, Jupiter Wellness will not be eligible to consolidateSRM with its financial statements for reporting purposes.

TheJupiter Wellness board of directors considered certain aspects of the distribution that may be adverse to the Company. The Company’sCommon Stock may come under initial selling pressure as certain Jupiter Wellness stockholders sell their shares in the Company becausethey are not interested in holding an investment in the Company’s business. As a result of the distribution, the Companywill bear significant incremental costs associated with being a publicly-held company and may need to absorb certain corporate and operationalsupport costs previously allocated to Jupiter Wellness. Refer to the “Unaudited Pro Forma Condensed Combined Consolidated FinancialInformation” section for further details.

Resultsof the Distribution

After the distribution, we will be a stand-alonepublic company. Immediately after the distribution, we expect to have approximately           holdersof record of our Common Stock and approximately 10,000,000 shares (10,270,000 shares of Common Stock if the Representative exercises in full its option to purchaseadditional shares of Common Stock), based on an assumed initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page ofthis prospectus.

In connection with the distribution, we enteredinto the Amended and Restated Exchange Agreement with Jupiter Wellness, covering such areas as employee matters relatedto any shared employees, sharing of premises and other matters, including indemnification.

Thedistribution will not affect the number of outstanding shares of Jupiter Wellness Common Stock or any rights of Jupiter Wellnessstockholders.

Tax Consequences of the Distribution

The distributionwill be a taxable event to holders of Jupiter Wellness Common Stock and July Warrants. U.S. Holders will realize dividend income to theextent that the distribution is paid out of the current or accumulated earnings and profits of Jupiter Wellness, then recover basis andpossibly recognize capital gain to the extent that the distribution exceeds the current or accumulated earnings and profits of JupiterWellness, Non-U.S. Holders will also realize dividend income, subject to 30% withholding, to the extent that the distribution is paidout of the current or accumulated earnings and profits of Jupiter Wellness; however, Non-U.S. Holders with no presence in the UnitedStates should not realize capital gain to the extent that the distribution exceeds the current or accumulated earnings and profits ofJupiter Wellness. Jupiter Wellness may also recognize a capital gain on the Distribution. See “MATERIAL U.S. FEDERAL TAX CONSEQUENCESOF THE DISTRIBUTION OF, AND OF OWNING AND DISPOSING OF, OUR COMMON STOCK”. The tax consequences of the distribution are complexand holders should consult their own tax advisors about these consequences.

Listingand Trading of Our Common Stock

Currently,no public market exists for our Common Stock. We have applied to list our Common Stock for trading on Nasdaq under the symbol “SRM.”No assurance can be given that our Common Stock will be approved for listing on Nasdaq and neither this offering nor the distributionwill be completed if our Common Stock is not approved for listing.

Reasonfor Furnishing this Prospectus

Thisprospectus is being furnished by the Company and Jupiter Wellness for the sale of shares in the offering and to provide information toholders of Jupiter Wellness Common Stock and the July Warrants in connection with the distribution. We and Jupiter Wellness will notupdate the information in this prospectus except in the normal course of our and Jupiter Wellness’ respective public disclosureobligations and practices.

RISKFACTORS

Investingin our Common Stock involves substantial risk. You should consider carefully the risks and uncertainties described below, together withall of the other information in this prospectus, including our financial statements and the related notes included elsewhere in thisprospectus, before deciding whether to invest in shares of our Common Stock. We describe below what we believe are currently the materialrisks and uncertainties we face, but they are not the only risks and uncertainties we face. Additional risks and uncertainties that weare unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could bematerially and adversely affected. In that event, the market price of our Common Stock could decline and you could lose part or all ofyour investment.

RisksRelated to Our Separation from Jupiter Wellness

Theseparation may not be successful.

Uponcompletion of this offering, we will be a stand-alone public company, although Jupiter Wellness will continue to be the largest shareholdersof ours. We cannot guarantee that we will be successfulin listing our Common Stock on Nasdaq. However, the consummation of this offering and the distribution are contingent on final approvalby Nasdaq. We will not consummate this offering or the distribution unless our Common Stock is so listed.

Theprocess of becoming a stand-alone public company may distract our management from focusing on our business and strategic priorities.Further, although we expect to have direct access to the debt and equity capital markets following this offering, we may not be ableto issue debt or equity on terms acceptable to us or at all. Moreover, even with equity compensation tied to our business, we may notbe able to attract and retain employees as desired.

Wealso may not fully realize the intended benefits of being a stand-alone public company if any of the risks identified in this “RiskFactors” section, or other events, were to occur. These intended benefits include improving the strategic and operational flexibilityof both companies, increasing the focus of the management teams on their respective business operations, allowing each company to adoptthe capital structure, investment policy and dividend policy best suited to its financial profile and business needs, and providing eachcompany with its own equity currency to facilitate acquisitions and to better incentivize management. See the section titled “CertainRelationships and Related Party Transactions—Relationship with Jupiter Wellness.” If we do not realize these intendedbenefits for any reason, our business may be negatively affected. In addition, the separation could materially adversely affect our business,results of operations and financial condition.

Aslong as Jupiter Wellness has significant control of us, your ability to influence matters requiring stockholder approval willbe limited.

After this offering and the distribution, JupiterWellness will own 4,500,000 shares of our Common Stock, representing approximately 45.0% of the outstanding shares of ourCommon Stock (or 43.8% if the Representative exercises its option to purchase additional shares in full), based on anassumed public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus.For so long as Jupiter Wellness beneficially owns such a significant portion of our outstanding Common Stock Jupiter Wellness will havesubstantial ability to control the ability to pass matters requiring shareholder approval and Mr. John will continue to serve as Chairmanof the board of directors and as Secretary of SRM, in addition to his role as Chief Executive Officer and Director of Jupiter Wellness.See the section titled “Directors.”

JupiterWellness’s ability to control our board of directors may make it difficult for us to recruit high-quality independent directors.

Solong as Jupiter Wellness beneficially owns such a significant percentage of shares of our outstanding Common Stock, Jupiter Wellnesscan effectively control and direct our board of directors and Mr. John will continue to serve as Chairman on the board of directorsand as Secretary of SRM, in addition to his role as Chief Executive Officer and Director of Jupiter Wellness. Further, the interestsof Jupiter Wellness and our other stockholders may diverge. Under these circumstances, persons who might otherwise accept our invitationto join our board of directors may decline.

JupiterWellness’s interests may conflict with our interests and the interests of our other stockholders. Conflicts of interest betweenus and Jupiter Wellness could be resolved in a manner unfavorable to us and our other stockholders.

Various conflicts of interest between us andJupiter Wellness could arise. Brian John, who currently serves as CEO andDirector of Jupiter Wellness also serves as Secretary and Chairman of the board of directors of SRM. Douglas McKinnon, who serves as CFO of Jupiter Wellness also serves as CFO of SRM. In addition, Christopher Marc Melton and Gary Herman each serve as aDirector of Jupiter Wellness and SRM. Ownership interests of Mr. John, Mr. McKinnon, and Jupiter Wellness in our capitalstock and ownership interests of our directors and officers in Jupiter Wellness capital stock, or service by an individual as eithera director and/or officer of both companies, could create or appear to create potential conflicts of interest when such individualsare faced with decisions relating to us. These decisions could include:

Potentialconflicts of interest could also arise if we decide to enter into new commercial arrangements with Jupiter Wellness in the future orin connection with Jupiter Wellness’s desire to enter into new commercial arrangements with third parties. Additionally, JupiterWellness may be constrained by the terms of agreements relating to its indebtedness from taking actions, or permitting us to take actionsthat may be in our best interest.

Furthermore,disputes may arise between us and Jupiter Wellness relating to our past and ongoing relationships, and these potential conflicts of interestmay make it more difficult for us to favorably resolve such disputes, including those related to:

Wewill have a general policy that all material transactions with a related party, as well as all material transactions in which there isan actual, or in some cases, perceived, conflict of interest, will be subject to prior review and approval by our Audit Committee andits independent members, who will determine whether such transactions or proposals are fair and reasonable to SRM and its stockholders.In general, potential related-party transactions will be identified by our management and discussed with our Audit Committee at its meetings.

However,we may not be able to resolve any potential conflicts, and even if we do, the resolution may be less favorable to us than if we weredealing with an unaffiliated third party. While we are substantially controlled by Jupiter Wellness, we may not have the leverageto negotiate amendments to our various agreements with Jupiter Wellness (if any are required) on terms as favorable to us as those wewould negotiate with an unaffiliated third party.

Thedistribution, together with certainrelated transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, Jupiter Wellnessand its stockholders could be subject to significant tax liabilities.

TheInternal Revenue Service (the “IRS”) could determine that the distribution, together with certain related transactions, shouldbe treated as a taxable transaction. Jupiter Wellness has not requested, and does not intend to request, a ruling from the IRS with respectto the treatment of the distribution or certain related transactions for U.S. federal income tax purposes.

Ifthe distribution, together with certain related transactions, were to fail to qualify as a transaction that is generally tax-freefor U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, in general, Jupiter Wellness would recognizetaxable gain as if it had sold our Common Stock in a taxable sale for its fair market value, and Jupiter Wellness stockholders andwarrant holders who receive shares of our Common Stock in the distribution would be subject to tax as if they had received a taxabledistribution equal to the fair market value of such shares.

Wehave no operating history as a stand-alone public company, and our historical and pro forma financial information and the historicalfinancial information of SRM Limited is not necessarily representative of the results we would have achieved as a stand-alone publiccompany and may not be a reliable indicator of our future results.

Thehistorical financial information we have included in this prospectus does not reflect, and the pro forma financial information includedin this prospectus may not reflect, what our financial condition, results of operations or cash flows would have been had we been a stand-aloneentity during the historical periods presented, or what our financial condition, results of operations or cash flows will be in the futureas an independent entity.

Thepro forma condensed combined financial information included in this prospectus includes adjustments based upon available informationwe believe to be reasonable. However, the assumptions may change and actual results may differ. In addition, we have not made pro formaadjustments to reflect many significant changes that will occur in our cost structure, funding and operations as a result of our transitionto becoming a public company, including changes in our employee base, potential increased costs associated with reduced economies ofscale and increased costs associated with being a publicly traded, stand-alone company. For additional information about the basis ofpresentation of our pro forma financial information and historical financial information included in this prospectus, see the sectiontitled “Unaudited Pro Forma Condensed Combined Financial Statements.”

IfJupiter Wellness experiences a change in control, our current plans and strategies could be subject to change.

Aslong as Jupiter Wellness has substantial control over us,it will have significant influence over our plans and strategies, including strategies relating to marketing and growth. In the eventJupiter Wellness experiences a change in control, a new Jupiter Wellness owner may attempt to cause us to revise or change our plansand strategies, as well as the agreements between Jupiter Wellness and us, described in this prospectus. A new owner may also have differentplans with respect to the contemplated distribution of our Common Stock to Jupiter Wellness stockholders, including not effecting anyfurther distribution.

Theservices that Jupiter Wellness provides to us will not be sufficient to meet our needs, which may result in increased costs andotherwise adversely affect our business.

Pursuantto the Amended and Restated Exchange Agreement, we expect Jupiter Wellness to continue to provide us with corporate and sharedservices for a transitional period related to corporate functions, such as executive oversight, information technology,accounting, audit, shared facilities, and other services in exchange for the fees specified in the Amended and RestatedExchange Agreement between us and Jupiter Wellness. Jupiter Wellness will not be obligated to provide these services in a mannerthat differs from the nature of the services provided to the SRM business during the 12-month period prior to the separation, and thuswe may not be able to modify these services in a manner desirable to us as a stand-alone public company. Further, if we no longer receivethese services from Jupiter Wellness due to the termination of the Amended and Restated Exchange Agreement or otherwise, we maynot be able to perform these services ourselves and/or find appropriate third party arrangements at a reasonable cost (and any such costsmay be higher than those charged by Jupiter Wellness). See the section titled “Certain Relationships and Related Party Transactions—Relationshipwith Jupiter Wellness.”

Ourability to operate our business effectively may suffer if we are unable to cost-effectively establish our own administrative and othersupport functions in order to operate as a stand-alone company after the expiration of our shared services and other intercompany agreementswith Jupiter Wellness.

Asan operating segment of Jupiter Wellness, we relied on administrative and other resources of Jupiter Wellness, including informationtechnology, accounting, finance, human resources and legal services, to operate our business. In connection with this offering, we enteredinto the Amended and Restated Exchange Agreement to retain the ability for specified periods to use certain of these JupiterWellness resources. See the section titled “Certain Relationships and Related Party Transactions.” These servicesmay not be provided at the same level as when we were a business segment within Jupiter Wellness, and we may not be able to obtain thesame benefits that we received prior to this offering. These services may not be sufficient to meet our needs, and after our agreementswith Jupiter Wellness expire (which will generally occur within 12 months following the completion of this offering), we may notbe able to replace these services at all or obtain these services at prices and on terms as favorable as we currently have with JupiterWellness. We will need to create our own administrative and other support systems or contract with third parties to replace Jupiter Wellness’ssystems. In addition, we have received informal support from Jupiter Wellness, which may not be addressed in the Amended and RestatedExchange Agreement we entered into with Jupiter Wellness, and the level of this informal support may diminish as we become a moreindependent company. Any failure or significant downtime in our own administrative systems or in Jupiter Wellness’s administrativesystems during the transitional period could result in unexpected costs, impact our results and/or prevent us from paying our suppliersor employees and performing other administrative services on a timely basis.

Afterthis offering, we will be a smaller company relative to Jupiter Wellness, which could result in increased costs in our supply chain andin general because of a decrease in our purchasing power. We may also experience decreased revenue due to difficulty maintaining existingcustomer relationships and obtaining new customers.

Priorto this offering, we were better able to take advantage of Jupiter Wellness’s size and purchasing power in procuring goods,technology and services, including employee benefit support and audit and other professional services. In addition, as a segment of JupiterWellness, we were able to leverage Jupiter Wellness’s size and purchasing power to bargain with suppliers of our components andour ODMs. We are a smaller company than Jupiter Wellness, and we cannot assure you that we will have access to financial and other resourcescomparable to those available to us prior to this offering. As a stand-alone company, we may be unable to obtain office space, goods,technology and services in general, as well as components and services that are part of our supply chain, at prices or on terms as favorableas those available to us prior to this offering, which could increase our costs and reduce our profitability. Our future success dependson our ability to maintain our current relationships with existing customers, and we may have difficulty attracting new customers.

The insurance that wemaintain may not fully cover all potential exposures.

We maintain liabilityinsurance but such insurance may not cover all risks associated with the hazards of our business and is subject to limitations,including deductibles and maximum liabilities covered. We are potentially at risk if one or more of our insurance carriersfail. Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival ofsome insurers. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly oncoverage that we maintain.

JupiterWellness has agreed to indemnify us for certain liabilities. However, we cannot assure that the indemnity will be sufficient to insureus against the full amount of such liabilities, or that Jupiter Wellness’s ability to satisfy its indemnification obligation willnot be impaired in the future.

Pursuantto the Amended and Restated Exchange Agreement, Jupiter Wellness has agreed to indemnify us for certain liabilities. The Amended andRestated Exchange Agreement provides for cross-indemnities principally designed to place financial responsibility for theobligations and liabilities of our business with us and financial responsibility for the obligations and liabilities of JupiterWellness’s business, the separation and distribution with Jupiter Wellness. Under the Amended and Restated Exchange Agreement,Jupiter Wellness has released us from any liability for any taxes owed by Jupiter Wellness in connection with the separation anddistribution and shall indemnify us, from and against any liability for, taxes that are allocated to us. In the event that an action was successfully brought against us, there can be no assurance that Jupiter Wellnesswould have the financial ability to fully indemnify us. Accordingly, we cannotassure that the indemnities provided in the Amended and Restated Exchange Agreement will be sufficient to insure us against the fullamount of such liabilities, or that Jupiter Wellness’s ability to satisfy its indemnification obligation will not be impairedin the future. See the section titled “Certain Relationships and Related Party Transactions— Amended and RestatedExchange Agreement.”

Someof our directors and executive officers own Jupiter Wellness Common Stock or optionsto acquire Jupiter Wellness Common Stock and hold positions with Jupiter Wellness, which could cause conflicts of interest, or the appearanceof conflicts of interest, that result in our not acting on opportunities we otherwise may have.

Someof our directors and executive officers own Jupiter Wellness Common Stock, restricted shares of Jupiter Wellness stock or options topurchase Jupiter Wellness Common Stock.

Ownershipof Jupiter Wellness Common Stock, restricted shares of Jupiter Wellness Common Stock and options to purchase Jupiter Wellness CommonStock by our directors and executive officers after this offering and the presence of executive officers or directors of Jupiter Wellnesson our board of directors could create, or appear to create, conflicts of interest with respect to matters involving both us and JupiterWellness that could have different implications for Jupiter Wellness than they do for us. For example, potential conflicts of interestcould arise in connection with the resolution of any dispute between Jupiter Wellness and us regarding terms of the Amended and RestatedExchange Agreement governing the separation and the relationship between Jupiter Wellness and us thereafter. Potential conflictsof interest could also arise if we enter into commercial arrangements with Jupiter Wellness in the future. As a result of these actualor apparent conflicts of interest, we may be precluded from pursuing certain growth initiatives.

We may have received better terms from unaffiliatedthird parties than the terms we received in the Amended and Restated Exchange Agreement .

TheAmended and Restated Exchange Agreement was preparedin the context of the separation while we were still a majority owned subsidiary of Jupiter Wellness. See the section titled“Certain Relationships and Related Party Transactions—Relationship with Jupiter Wellness.” Accordingly, duringthe period in which the Amended and Restated Exchange Agreement was prepared, we did not have a management team that was fullyindependent of Jupiter Wellness. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-lengthnegotiations between unaffiliated third parties.

RisksRelated to Our Business

Our financial situation creates doubtwhether we will continue as a going concern.

Since inception, the Company has had no operationsfor the period from inception to December 31, 2022, and has suffered net losses in the quarter ended March 31, 2023 andhas a working capital deficiency. This deficiency and lack of operations raise substantial doubt about the Company’s ability tocontinue as a going concern. There can be no assurances that we will be able to achieve a level of revenue adequate to generate sufficientcash flow from operations or obtain funding from this offering or additional financing through private placements, public offerings and/orbank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements,public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be giventhat additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt aboutour ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations,which would cause investors to lose their entire investment.

Weexpect our results of operations to fluctuate on a quarterly and annual basis, which could cause our stock price to fluctuate or decline.

Ourresults of operations are difficult to predict and may fluctuate substantially from quarter-to-quarter or year-to-year for a varietyof reasons, many of which are beyond our control. If our actual results were to fall below our estimates or the expectations of publicmarket analysts or investors, our quarterly and annual results would be negatively impacted and the price of our stock could decline.Other factors that could affect our quarterly and annual operating results include, but are not limited to:

Asa result, period-to-period comparisons of our results of operations may not be meaningful, and you should not rely on them as an indicationof our future performance.

Theoccurrence of the COVID- 19 pandemic may negatively affect our operations depending on the severity and longevity of the pandemic.

OnMarch 11, 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a new novel coronavirus (“COVID-19”)as a pandemic. As of the date of this prospectus, the COVID-19 outbreak created significant impacts, including impairments, to our operationsand financial statements because of theme park closures. However, the long-term impact of the COVID-19 outbreak on our results of operations,financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisoriesand restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertainand cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, our results of operations,financial position and cash flows may be materially adversely affected. We are not able to estimate the duration of the pandemic andpotential impact on our business if disruptions or delays in business developments and shipments of product occur. In addition, a severeprolonged economic downturn could result in a variety of risks to our business, including a decreased ability to raise capital when andif needed on acceptable terms, if at all.

As of the date of this prospectus, the Company’sbusiness segments, products, lines of service, projects, and operations have not been materially impacted by the pandemic-related lockdownsin China. The impact of consumer demand declines in China has not had an effect on the Company as the majority of the Company’ssales are conducted in the United States. The Company experienced a brief shutdown of one of its third-party manufacturing facilitiesin Shanghai that produce a limited number of our products from March 19, 2022 to April 12, 2022 and for two weeks in December 2022. Theproducts produced in this Shanghai manufacturing facility are currently immaterial to our business. Nonetheless, there are significantrisks and uncertainties as to our ability to continue manufacturing our products in China. To mitigate these risks, we stay abreast ofdeveloping sanctions, increase supply chain due diligence, and evaluate supply chains for other sources.

Our use of third-party manufacturers toproduce our products presents risks to our business.

We use third-party manufacturers to manufactureall of our products, and have historically concentrated production with a small number of manufacturers and factories. As a result, theloss or unavailability of one of our manufacturers or one of the factories in which our products are produced, even on a temporary basis,could have a negative impact on our business, financial condition and results of operations. This risk is exacerbated by the fact thatwe do not have long-term contracts with our manufacturers. While we believe our external sources of manufacturing could be shifted, ifnecessary, to alternative sources of supply, we would require a significant period of time to make such a shift. We may also be required to seek out additional manufacturers in response to increased demand for our products, as our current manufacturersmay not have the capacity to increase production. If we were prevented from or delayed in obtaining a material portion of the productsproduced by our manufacturers, or if we were required to shift manufacturers (assuming we would be able to do so), our sales and profitabilitycould be significantly reduced.

In addition, while we require that ourproducts supplied by third-party manufacturers be produced in compliance with all applicable laws and regulations, and we have theright to monitor compliance by our third-party manufacturers with our manufacturing requirements and to oversee the quality controlprocess at our manufacturers’ factories, there is always a risk that one or more of our third-party manufacturers will notcomply with our requirements, and that we will not immediately discover such non-compliance. Any failure of our third-partymanufacturers to comply with such requirements in manufacturing products for us could result in damage to our reputation, harm ourbrand image and sales of our products and potentially create liability for us.

Monitoring compliance by independent manufacturersis complicated by the fact that expectations of ethical business practices continually evolve, may be substantially more demanding thanapplicable legal requirements and are driven in part by legal developments and by diverse groups active in publicizing and organizingpublic responses to perceived ethical shortcomings. Accordingly, we cannot predict how such expectations might develop in the futureand cannot be certain that our manufacturing requirements, even if complied with, would satisfy all parties who are active in monitoringand publicizing perceived shortcomings in labor and other business practices worldwide.

Additionally, the third-party manufacturersthat produce most of our products are located in China. As a result, we are subject to various risks resulting from our internationaloperations.

Highlevels of competition and low barriers to entry make it difficult to achieve, maintain, or build upon the success of SRM’s brands,products, and product lines. 

SRM faces competitorswho are also constantly monitoring and attempting to anticipate consumer tastes, seeking ideas which will appeal to consumers, and introducingnew products that compete with SRM’s products. In addition, competition for access to entertainment properties has and may continueto lessen SRM’s ability to secure, maintain, and renew popular licenses to entertainment products developed by other parties andlicensed to SRM, or require SRM to pay licensors higher royalties and higher minimum guaranteed payments to obtain or retain these licenses.As a licensee of entertainment properties, SRM has no guarantee that a particular property or brand will translate into a successfultoy, game, or other product. In addition, the barriers to entry for new participants in the toy products industry and entertainment industryare low. In a very short period of time, new market participants with a popular product idea or entertainment property can become a significantsource of competition for SRM and its products. Reduced demand for SRM’s brands, products, and product lines as a result of thesefactors may adversely affect SRM’s business, financial condition, and results of operations. Some of our competitors may havegreater resources than the Company. In order to compete successfully, SRM may have to lower prices and increase marketing expenses whichcould result in reduced margins.

SRM is not always ableto successfully identify and/or satisfy consumer preferences, which could cause its business, financial condition, and results of operationsto be adversely affected.

SRM’s business andoperating results depend largely upon the appeal of its products, driven by both innovation and marketing. Consumer preferences are continuouslychanging. SRM is not always able to identify trends in consumer preferences or identify and satisfy consumer preferences in a timelymanner. Significant, sudden shifts in demand are caused by popular toys which steer trends, which are often unpredictable.SRM offers a diverse range of products for all ages and families that includes, among others, toys for toddlers and preschoolers, toysfor school-aged children, toys for all ages, and media-driven products. SRM competes domestically and internationally with a wide rangeof large and small manufacturers, marketers, and sellers of toys, and consumer goods, as well as retailers, which means that SRM’smarket position is always at risk. SRM’s ability to maintain its current product sales and increase its product sales or establishproduct sales with new, innovative toys, depends on SRM’s ability to satisfy play preferences, enhance existing products, developand introduce new products, and achieve market acceptance of these products. These challenges are intensifying due to trends towardsshorter life cycles for individual toy products, the phenomenon of children outgrowing traditional toys at younger ages, an increasinguse of more sophisticated technology in toys, and an evolving path to purchase.

Generaleconomic conditions may have an adverse impact on our business, financial condition or results of operations.

Ourresults can be impacted by a number of macroeconomic factors, including but not limited to consumer confidence and spending levels, taxrates, unemployment, consumer credit availability, raw materials costs, pandemics (such as the ongoing COVID-19 pandemic) and naturaldisasters, fuel and energy costs (including oil prices), and credit market conditions. A general economic slowdown or recession resultingin a decrease in discretionary spending could adversely affect the frequency with which guests choose to visit our parks and the amountthat our guests spend when they visit.

Additionally,difficult economic conditions throughout the world, including global supply chain issues, could impact our ability to obtain supplies,services and credit as well as the ability of third parties to meet their obligations to us, including, for example, manufacturers’ability to supply rides, payment of claims by our insurance carriers, funding of our lines of credit, or payment by our internationalagreement partner. Changes in exchange rates for foreign currencies could increase our labor and supply costs or reduce the U.S. dollarvalue of revenue we earn in other markets, including, but not limited to, Beijing, Japan, and Europe.

Inaddition, availability of our products from third-party manufacturers and our ability to distribute our products into non-U.S. jurisdictionsmay be impacted by factors such as an increase in duties, tariffs or other restrictions on trade; raw material shortages, work stoppages,strikes and political unrest; economic crises and international disputes or conflicts; changes in leadership and the political climatein countries from which we import products; and failure of the United States to maintain normal trade relations with China and othercountries. While China currently enjoys “most favored nation” trading status with the United States, the ability of the UnitedStates to revoke that status and to impose higher tariffs on products imported from China, could materially adversely affect our business,results of operations and financial condition.

Failureto successfully implement new initiatives or meet product introduction schedules can have an adverse effect on SRM’s business,financial condition, and results of operations.

SRMhas in the past announced, and in the future may announce, initiatives to reduce its costs, optimize its manufacturing footprint, increaseits efficiency, improve the execution of its core business, globalize and extend SRM’s brands, catch new trends, create new brands,offer new innovative products and improve existing products, enhance product safety, develop people, improve productivity, simplify processes,and maintain customer service levels, as well as initiatives designed to drive sales growth, capitalize on SRM’s scale advantage,and improve its supply chain. These initiatives involve investment of capital and complex decision-making as well as extensive and intensiveexecution, and the success of these initiatives is not assured. Failure to achieve any of these initiatives could harm SRM’s business,financial condition, and results of operations.

Fromtime to time, SRM anticipates introducing new products, product lines, or brands at a certain time in the future. There is no guaranteethat SRM will be able to manufacture, source, ship, and distribute new or continuing products in a timely manner and on a cost-effectivebasis. Unforeseen delays or difficulties in the development process or significant increases in the planned cost of development for newSRM products may cause the introduction date for products to be later than anticipated or, in some situations, may cause a product ornew product introduction to be discontinued. Failure to successfully implement any of these initiatives or launches, or the failure ofany of these initiatives or launches to produce the results anticipated by management, could have an adverse effect on SRM’s business,financial condition, and results of operations.

Bador extreme weather conditions and forecasts of bad or mixed weather conditions, which may be due to climate change, can adversely impactattendance at parks where our products are sold.

Because most of our products are sold at parks, andattendance at parks may be adversely affected by bad or extreme weather conditions and forecasts that may be a result of climatechange, such bad or extreme weather conditions and forecasts may negatively affect our revenues. The effects of bad weather onattendance can be more pronounced at waterparks. We believe our operating results in certain years were adversely affected by abnormallyhot, cold and/or wet weather in a number of our major U.S. markets. In addition, since a number of products are featured in parks geographicallyconcentrated in portions of the United States, a weather pattern that affects those respective areas could adversely affect a numberof our parks and disproportionately impact our results of operations. Bad weather and forecasts of bad weather on weekends, holidaysor other peak periods will typically have a greater negative impact on our revenues and could disproportionately impact our results ofoperations.

SRM’sbusiness is highly seasonal, and its operating results depend, in large part, on sales during the relatively brief traditional holidayseason. Events that disrupt SRM’s business during its peak demand times can adversely and disproportionately affect SRM’sbusiness, financial condition, and results of operations.

SRM’sbusiness is subject to risks associated with the underproduction of popular toys and the overproduction of toys that are less popularwith consumers. SRM attempts to manage their inventories tightly, which requires SRM to ship products closer to the expected date SRMsells the products to consumers. This in turn results in shorter lead times for production. These factors may decrease sales or increasethe risks that SRM may not be able to meet demand for certain products at peak demand times or that SRM’s own inventory levelsmay be adversely impacted by the need to pre-build products before orders are placed.

Inaddition, as a result of the seasonal nature of SRM’s business, SRM may be adversely affected, in a manner disproportionate tothe impact on a company with sales spread more evenly throughout the year, by unforeseen events, such as public health crises and pandemics,terrorist attacks, economic shocks, severe weather due to climate change or otherwise, earthquakes or other catastrophic events, thatharm the retail environment or consumer buying patterns during its key selling season, or by events, such as strikes, disruptions intransportation, or port delays, that interfere with the manufacture or shipment of goods during the critical months leading up to thepurchasing season.

Wecould be subject to future product liability suits or product recalls which could have a significant adverse effect on our financialcondition and results of operations.

Asa company that designs and sells consumer products, we may be subject to product liability suits or involuntary product recalls, or maychoose to voluntarily conduct a product recall. While costs associated with product liability claims and product recalls have generallynot been material to our business, the costs associated with future product liability claims or product recalls in any given fiscal year,individually or in the aggregate, could be significant. In addition, any product recall, regardless of the direct costs of the recall,could harm consumer perceptions of our products, subject us to additional government scrutiny, divert development and management resources,adversely affect our business operations and otherwise put us at a competitive disadvantage compared to other companies in our industry,any of which could have a significant adverse effect on our financial condition and results of operations.

SRM’sbusiness depends in large part on the success of its vendors and outsourcers, and SRM’s brands and reputation are subject to harmfrom actions taken by third parties that are outside SRM’s control. In addition, any significant failure, inadequacy, or interruptionfrom such vendors or outsourcers could harm SRM’s ability to effectively operate its business.

Asa part of its efforts to cut costs, achieve better efficiencies, and increase productivity and service quality, SRM relies significantlyon vendor and outsourcing relationships with third parties for services and systems including manufacturing, transportation, logistics,and information technology. Any shortcoming of a SRM vendor or outsourcer, particularly an issue affecting the quality of these servicesor systems, results in risk of damage to SRM’s reputation and brand value, and potentially adverse effects to SRM’sbusiness, financial condition, and results of operations. In addition, problems with transitioning these services and systems to, oroperating failures with, these vendors and outsourcers cause delays in product sales and reduce the efficiency of SRM’s operations,and significant capital investments could be required to remediate the problem.

SRMdepends on key personnel and may not be able to hire, retain, and integrate sufficient qualified personnel to maintain and expand itsbusiness.

SRM’sfuture success depends partly on the continued contribution of key executives, designers, and technical, sales, marketing, manufacturing,entertainment, and other personnel. The loss of services of any of SRM’s key personnel could harm SRM’s business. Recruitingand retaining skilled personnel is costly and highly competitive. In addition, changes to SRM’s current and future work environmentsmay not meet the needs or expectations of its employees or be perceived as less favorable compared to other companies’ policies,which could negatively impact SRM’s ability to hire and retain qualified personnel. If SRM fails to retain, hire, train, and integratequalified employees and contractors, SRM may not be able to maintain or expand its business.

Theloss of any member of our senior management team, or of any other key employees, or the inability to successfully complete planned managementtransitions, could impair our ability to execute our business plan and could therefore have a material adverse effect on our business,financial condition and results of operations. We do not currently maintain key man life insurance policies on any member of our seniormanagement team or on our other key employees.

We will share certain key directors andofficers with Jupiter Wellness, which means those officers will not devote their full time and attention to our affairs and the overlapmay give rise to conflicts.

There is an overlap between certain key directorsand officers of the Company and of Jupiter Wellness. Brian John currently serves as Chief Executive Officer and Director of Jupiter Wellnessand Secretary and Chairman of SRM. Mr. Douglas McKinnon currently serves as Chief Financial Officer of Jupiter Wellness and Chief FinancialOfficer of SRM. As a result, not all of our executive officers will be devoting their full time and attention to the Company’saffairs. In addition to Mr. John, two other members of our Board, Christopher Marc Melton and Gary Herman each serve as a Director ofJupiter Wellness and SRM. The Overlap Persons may have actual or apparent conflicts of interest with respect to matters involving oraffecting each company. In addition, after the distribution, certain of our directors and officers will continue to own stockand/or stock options or other equity awards of Jupiter Wellness. These ownership interests could create actual, apparent or potentialconflicts of interest when these individuals are faced with decisions that could have different implications for our Company and JupiterWellness. See “Certain Relationships and Related Party Transactions” for additional information.

Failureto keep pace with developments in technology could adversely affect our operations or competitive position.

Thetheme park and waterpark industry demands the use of sophisticated technology and systems for operation of our parks, ticket, membershipand season pass sales and management, and labor and inventory management. Information technology systems continue to evolve and, in orderto remain competitive, we must implement new technologies and systems in a timely and efficient manner. The development and maintenanceof these technologies may require significant investment by us and we may not achieve the anticipated benefits from such new developmentsor upgrades.

Increasesin labor costs and employee health and welfare benefits could have a negative impact on our cash flows, financial condition, and resultsof operations.

Laboris a primary component in the cost of operating our business. We devote significant resources to recruiting and training our employeesin order to meet our guests’ high expectations for service. Wage and benefit increases to attract and retain employees in a tightlabor market have driven-up labor costs. These increased costs pressure our margins and could have a negative impact on our financialresults. Our ability to control labor costs is subject to numerous external factors, includingmarket pressures with respect to prevailing wage rates, unemployment levels, and health and other insurance costs, as well as the impactof legislation or regulations governing labor relations, minimum wage, and healthcare benefits. Further legislative changes orcompetitive wage rates could continue to increase these expenses in the future.

Disruptionsin SRM’s manufacturing operations or supply chain due to political instability, civil unrest, or disease could adversely affectSRM’s business, financial position, sales, and results of operations.

SRMprimarily utilizes third-party manufacturers and suppliers throughout Asia. The risk of political instability and civil unrest existsin certain of these countries, which could temporarily or permanently damage the manufacturing operations of SRM and/or its third-partymanufacturers located there. Outbreaks of communicable diseases have also been known to occur in these countries. For example, the COVID-19pandemic began in Wuhan, Hubei Province, China and has caused supply chain disruption for SRM, its suppliers, and its customers thatcontributed to lower net sales in the first half of 2020 and may cause lower net sales to the extent they remain issues in the future.Other disruptions from public health crises such as these result from, among other things, workers contracting diseases, restrictionson factory openings, restrictions on travel, restrictions on shipping, and the closure of critical infrastructure. The design, development,and manufacture of SRM’s products could suffer if SRM’s employees or the employees of its third-party manufacturers or theirsuppliers contract communicable diseases, or if SRM, SRM’s third-party manufacturers, or their suppliers are adversely affectedby other impacts of such diseases. In addition, the contingency plans SRM has developed to help mitigate the impact of disruptions inits manufacturing operations and supply chain may not prevent its business, financial position, sales, and results of operations frombeing adversely affected by a significant disruption to its manufacturing operations or suppliers.

Disruptionsin our supply chain for materials and components and the resulting increase in equipment and logistics costs could adversely affect ourfinancial performance.

Weare subject to risk from fluctuating manufacturing costs of our products based on surging consumer demand. Prices of these manufacturingcosts, including the components and materials of our products may be affected by supply restrictions or other market factors from timeto time.

Political,social or economic instability in regions where these components and materials are made could cause future disruptions in trade. Forexample, concerns about forced labor in China’s Xinjiang Uyghur Autonomous Region (“XUAR”), where certain componentsand materials are manufactured, have led to legislation in countries such as the United States restricting imports from such region.Specifically, on December 23, 2021, the United States enacted the Uyghur Forced Labor Prevention Act (“UFLPA”), which presumptivelyprohibits imports of any goods made either wholly or in part in the XUAR. The law, which went into effect on June 21, 2022, creates arebuttable presumption against “the importation of goods made, manufactured, or mined in the XUAR (and certain other categoriesof persons in China)” unless the importer meets certain due diligence standards, responds to all inquiries from U.S. Customs andBorder Protection (“CBP”) related to forced labor and the CBP determines, based on “clear and convincing evidence,”that the goods in question were not produced wholly or in part by forced labor. We do not believe that our suppliers source materials for our supply chain from theXUAR, but we cannot guarantee that our suppliers and partners will always comply with our policies. Enforcement of the UFPLA againstus or our suppliers could lead to our products being held for inspection by CBP and delayed or rejected for entry into the United States,resulting in other supply chain disruptions, or cause us to be subject to penalties, fines or sanctions. Broader policy uncertainty,including actions in various countries, such as China, have created uncertainty with respect to tariff impacts on the costs of some ofthese components and materials. Even if we were not subject to penalties, fines or sanctions or supply chain disruption, if productswe source are linked in any way to forced labor in the XUAR, our reputation could be harmed. In the future, these trade restrictionsmay extend beyond the United States.

Wecannot predict whether the countries in which the components and materials are sourced, or may be sourced in the future, will be subjectto new or additional trade restrictions imposed by the governments of countries in which our projects are located, including the likelihood,type or effect of any such restrictions. Trade restrictions, including embargoes, safeguards and customs restrictions against certaincomponents and materials, as well as labor strikes and work stoppages or boycotts, could increase the cost or reduce or delay the supplyof components and materials available to us and our vendors, which could delay or adversely affect the scope of our projects under developmentor construction and adversely affect our business, financial condition or results of operations.

Wedepend on large, recurring purchases from certain significant retailers, distributors and other channel partners, and a loss, cancellationor delay in purchases by these channel partners could negatively affect our revenue.

Theloss of recurring orders from any of our more significant retailers, distributors and other channel partners could cause our revenueand profitability to suffer. Our ability to attract new retailers, distributors and other channel partners will depend on a variety offactors, including the cost-effectiveness, reliability, scalability, breadth and depth of our products. In addition, a change in themix of our retailers, distributors and other channel partners, or a change in the mix of direct and indirect sales, could adversely affectour revenue and gross margin.

Althoughour financial performance may depend on large, recurring orders from certain retailers, distributors and other channel partners, we donot generally have binding commitments from them. For example:

Becauseour expenses are based on our revenue forecasts, a substantial reduction or delay in sales of our products to, or unexpected returnsfrom, channel partners, or the loss of any significant channel partners, could materially adversely affect our business, results of operationsand financial condition. Although our largest channel partners may vary from period to period, we anticipate that our results of operationsfor any given period will continue to depend on large orders from a small number of channel partners.

SRMrelies extensively on information technology in its operations, and any material failure, inadequacy, interruption, or security breachof that technology could have an adverse effect on its business, financial condition, and results of operations.

SRMrelies extensively on information technology systems across its operations, including for management of its supply chain, sale and deliveryof its products and services, reporting its results and various other processes and transactions. Many of these systems are managed by third-party serviceproviders. SRM uses third-party technology and systems for a variety of reasons, including, without limitation, encryption and authenticationtechnology, employee email, content delivery to customers, back-office support, and other functions. A small and growing volume of SRM’sconsumer products and services are web-based, and some are offered in conjunction with business partners or such third-party serviceproviders. SRM’s ability to effectively manage its business and coordinate the production, distribution, and sale of its productsand services depends significantly on the reliability and capacity of these systems and third-party service providers.

SRMfaces risks related to protecting its proprietary intellectual property and information and is subject to third-party claims that SRMis infringing on their intellectual property rights, either of which could adversely affect SRM’s business, financial condition,and results of operations.

Thevalue of SRM’s business depends on its ability to protect its intellectual property and information, including its trademarks,trade names, copyrights, patents, trade secrets, and rights under intellectual property license agreements and other agreements withthird parties, in the United States and around the world, as well as its customer, employee, and consumer data. From time to time, thirdparties may in the future try to challenge, SRM’s ownership of its intellectual property in the United States and aroundthe world. Responding to any infringement claim, regardless of its validity, may be costly and time-consuming and may divert managementand key personnel from business operations. Findings of infringement on the intellectual property rights of any third party by SRM, itsdistributors, its licensors, or its manufacturers may require obtaining a license to use those rights, which may not be obtainable onreasonable terms, if at all.

Inaddition, SRM’s business is subject to the risk of third parties counterfeiting its products or infringing on its intellectualproperty rights. The steps SRM has taken may not prevent unauthorized use of its intellectual property, particularly in foreign countrieswhere the laws may not protect its intellectual property as fully as in the United States. SRM may resort to litigation to protect itsintellectual property rights, which could result in substantial costs and diversion of resources. SRM’s failure to protectits proprietary intellectual property and information, including with respect to any successful challenge to SRM’s ownership ofits intellectual property or significant infringements of its intellectual property, could have an adverse effect on SRM’s business,financial condition, and results of operations.

Werely on a combination of copyright, trademark, patent and trade secret laws, nondisclosure agreements with employees, consultants andsuppliers and other contractual provisions to establish, maintain and protect our intellectual property and technology. Despite effortsto protect our intellectual property, unauthorized third parties may attempt to design around, copy aspects of our product design orobtain and use technology or other intellectual property associated with our products. Furthermore, our competitors may independentlydevelop similar technology or design around our intellectual property. Our inability to secure and protect our intellectual propertyrights could materially adversely affect our brand and business, results of operations and financial condition.

Ifdisruptions in our transportation network occur or our shipping costs substantially increase, we may be unable to sell or timely deliverour products, and our operating expenses could increase.

Weare highly dependent upon the transportation systems we use to ship our products, including surface and air freight. Our attempts toclosely match our inventory levels to our product demand intensify the need for our transportation systems to function effectively andwithout delay. On a quarterly basis, our shipping volume also tends to steadily increase as the quarter progresses, which means thatany disruption in our transportation network in the latter half of a quarter will likely have a more material effect on our businessthan at the beginning of a quarter.

Thetransportation network is subject to disruption or congestion from a variety of causes, including labor disputes or port strikes, actsof war or terrorism, natural disasters and congestion resulting from higher shipping volumes. Labor disputes among freight carriers andat ports of entry are common, particularly in Europe, and we expect labor unrest and its effects on shipping our products to be a continuingchallenge for us. A port worker strike, work slow-down or other transportation disruption in Asia and the United States, where we importour products to fulfill our orders, could significantly disrupt our business. Our international freight is regularly subjected to inspectionby governmental entities. If our delivery times increase unexpectedly for these or any other reasons, our ability to deliver productson time would be materially adversely affected and result in delayed or lost revenue as well as customer imposed penalties. In addition,if increases in fuel prices occur, our transportation costs would likely increase. Moreover, the cost of shipping our products by airfreight is greater than other methods. From time to time in the past, we have shipped products using extensive air freight to meet unexpectedspikes in demand and shifts in demand between product categories, to bring new product introductions to market quickly and to timelyship products previously ordered. If we rely more heavily upon air freight to deliver our products, our overall shipping costs will increase.A prolonged transportation disruption or a significant increase in the cost of freight could materially adversely affect our business,results of operations and financial condition.

Thedevelopment of our operations and infrastructure in connection with our separation from Jupiter Wellness, and any future expansion ofsuch operations and infrastructure, may not be entirely successful, and may strain our operations and increase our operating expenses.

Inconnection with our separation from Jupiter Wellness, we have been implementing a new information technology infrastructure for our business,which includes the creation of management information systems and operational and financial controls unique to our business. We may notbe able to put in place adequate controls in an efficient and timely manner in connection with our separation from Jupiter Wellness andas our business grows, and our current systems may not be adequate to support our future operations. The difficulties associated withinstalling and implementing new systems, procedures and controls may place a significant burden on our management and operational andfinancial resources. In addition, as we grow internationally, we will have to expand and enhance our communications infrastructure. Ifwe fail to continue to improve our management information systems, procedures and financial controls, or encounter unexpected difficultiesduring expansion and reorganization, our business could be harmed.

Forexample, we are investing significant capital and human resources in the design, development and enhancement of our financial and enterpriseresource planning systems. We will depend on these systems in order to timely and accurately process and report key components of ourresults of operations, financial condition and cash flows. If the systems fail to operate appropriately or we experience any disruptionsor delays in enhancing their functionality to meet current business requirements, our ability to fulfill customer orders, bill and trackour customers, fulfill contractual obligations, accurately report our financials and otherwise run our business could be adversely affected.Even if we do not encounter these adverse effects, the development and enhancement of systems may be much more costly than we anticipated.If we are unable to continue to develop and enhance our information technology systems as planned, our business, results of operationsand financial condition could be materially adversely affected.

Aspart of growing our business, we may make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, thenour business, results of operations and financial condition could be materially adversely affected and our stock price could decline.

Fromtime to time, we may undertake acquisitions to add new product and service lines and technologies, acquire talent, gain new sales channelsor enter into new sales territories. Acquisitions involve numerous risks and challenges, including relating to the successful integrationof the acquired business, entering into new territories or markets with which we have limited or no prior experience, establishing ormaintaining business relationships with new retailers, distributors or other channel partners, vendors and suppliers and potential post-closingdisputes.

Wecannot ensure that we will be successful in selecting, executing and integrating acquisitions. Failure to manage and successfully integrateacquisitions could materially harm our business, financial condition and results of operations. In addition, if stock market analystsor our stockholders do not support or believe in the value of the acquisitions that we choose to undertake, our stock price may decline.

Ifwe do not effectively manage our sales channel inventory and product mix, we may incur costs associated with excess inventory, or losesales from having too few products.

Ifwe are unable to properly monitor, control and manage our sales channel inventory and maintain an appropriate level and mix of productswith our distributors and within our sales channels, we may incur increased and unexpected costs associated with this inventory. If ourwholesale distributors and retailers are unable to sell their inventory in a timely manner, we might lower the price of the products,or these parties may exchange the products for newer products. Also, during the transition from an existing product to a new replacementproduct, we must accurately predict the demand for the existing and the new product.

Wedetermine production levels based on our forecasts of demand for our products. Actual demand for our products depends on many factors,which makes it difficult to forecast. We have experienced differences between our actual and our forecasted demand in the past and expectdifferences to arise in the future. If we improperly forecast demand for our products, we could end up with too many products and beunable to sell the excess inventory in a timely manner, if at all, or, alternatively, we could end up with too few products and not beable to satisfy demand. This problem is exacerbated because we attempt to closely match inventory levels with product demand, leavinglimited margin for error. If these events occur, we could incur increased expenses associated with writing off excessive or obsoleteinventory, lose sales, incur penalties for late delivery or have to ship products by air freight to meet immediate demand, thereby incurringincremental freight costs above the sea freight costs, a preferred method, and suffering a corresponding decline in gross margin.

Changesin tax laws or exposure to additional income tax liabilities could affect our future profitability.

Factorsthat could materially affect our future effective tax rates include but are not limited to:

Weare subject to income taxes in the United States and numerous foreign jurisdictions. Because we do not have a long history of operatingas a separate company and we have significant expansion plans, our effective tax rate may fluctuate in the future. Future effective taxrates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under GAAP, changes in the compositionof earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws.

OnDecember 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to theCode. In particular, sweeping changes were made to the U.S. taxation of foreign operations. Changes include, but are not limited to,a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. internationaltaxation from a worldwide tax system to a quasi-territorial system, and a one-time transition tax on the mandatory deemed repatriationof cumulative foreign earnings. Additionally, new provisions were added to mitigate the potential erosion of the U.S. tax base and todiscourage use of low tax jurisdictions to own intellectual property and other valuable intangible assets. While these provisions wereintended to prevent specific perceived taxpayer abuse, they may have adverse, unexpected consequences. At this time, Treasury has notyet issued Regulations on how these new rules should be applied and how the relevant calculations are to be prepared. As there existsonly limited guidance at this time, significant estimates and judgment are required in assessing the consequences. The amounts for adjustingthe deferred tax assets and liabilities for the new effective tax rate and the transition tax are provisional based on the guidance providedby the SEC in Staff Accounting Bulletin No. 118 (“SAB 118”), which provides for a measurement period of one year from theenactment date to finalize the accounting for effects of the 2017 Tax Act. As a result of continued regulations and interpretations ofthe Tax Act, we are still quantifying the effects of the tax law change. Based on information available, we also reflected a provisionalestimate of $60,000 related to the transitional tax that was fully offset with tax attributes and therefore did not result inan income tax expense. The amounts reported as of December 31, 2022 are provisional based on the uncertainty discussed above.As we complete our analysis and prepare necessary data, and interpret any additional guidance, we will adjust our calculations and provisionalamounts that we have recorded in our tax provision. Any such adjustments may materially impact our provision for income taxes in ourfinancial statements.

Inaddition to the impact of the Tax Act on our federal taxes, the Tax Act may impact our taxation in other jurisdictions, including withrespect to state income taxes. State legislatures have not had sufficient time to respond to the Tax Act. Accordingly, there is uncertaintyas to how the laws will apply in the various state jurisdictions. Additionally, other foreign governing bodies may enact changes to theirtax laws in reaction to the Tax Act that could result in changes to our global tax position and materially adversely affect our business,results of operations and financial condition.

Additionally,the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to salesof products and services and the use of intangibles. Tax authorities could disagree with our intercompany charges, cross-jurisdictionaltransfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability maybe affected.

Wemust comply with indirect tax laws in multiple jurisdictions, as well as complex customs duty regimes worldwide. Audits of our compliancewith these rules may result in additional liabilities for taxes, duties, interest and penalties related to our international operationswhich would reduce our profitability.

Ouroperations are routinely subject to audit by tax authorities in various countries. Many countries have indirect tax systems where thesale and purchase of goods and services are subject to tax based on the transaction value. These taxes are commonly referred to as value-addedtax (“VAT”) or goods and services tax (“GST”). In addition, the distribution of our products subjects us to numerouscomplex customs regulations, which frequently change over time. Failure to comply with these systems and regulations can result in theassessment of additional taxes, duties, interest and penalties. While we believe we are in compliance with local laws, we cannot assurethat tax and customs authorities agree with our reporting positions and upon audit may assess us additional taxes, duties, interest andpenalties.

Additionally,some of our products are subject to U.S. export controls, including the Export Administration Regulations and economic sanctions administeredby the Office of Foreign Assets Control. We also incorporate encryption technology into certain of our solutions. These encryption solutionsand underlying technology may be exported outside of the United States only with the required export authorizations or exceptions, includingby license, a license exception, and appropriate classification notification requirement and encryption authorization.

Furthermore,our activities are subject to U.S. economic sanctions laws and regulations that prohibit the shipment of certain products and serviceswithout the required export authorizations, including to countries, governments and persons targeted by U.S. embargoes or sanctions.Obtaining the necessary export license or other authorization for a particular sale may be time consuming, and may result in delay orloss of sales opportunities even if the export license ultimately is granted. While we take precautions to prevent t our solutions frombeing exported in violation of these laws, including using authorizations or exceptions for our encryption products and implementingIP address blocking and screenings against U.S. government and international lists of restricted and prohibited persons and countries,we cannot guarantee that the precautions we take will prevent all violations of export control and sanctions laws. Violations of U.S.sanctions or export control laws can result in significant fines or penalties and incarceration could be imposed on employees and managersfor criminal violations of these laws.

Also,various countries, in addition to the United States, regulate the import and export of certain encryption and other technology, includingimport and export licensing requirements, and have enacted laws that could limit our ability to distribute our products and servicesor our end-users’ ability to utilize our solutions in their countries. Changes in our products and services or changes in importand export regulations may create delays in the introduction of our products in international markets. Adverse action by any governmentagencies related to indirect tax laws could materially adversely affect our business, results of operations and financial condition.

TheConsumer Product Safety Improvement Act and other existing or future government regulation could harm our business or may cause us toincur additional costs associated with compliance.

Weare subject to various federal, state and local laws and regulations, including but not limited to, laws and regulations relating tolabor and employment, U.S. customs and consumer product safety, including the Consumer Product Safety Improvement Act, or the “CPSIA.”The CPSIA created more stringent safety requirements related to lead and phthalates content in children’s products. The CPSIA regulatesthe future manufacture of these items and existing inventories and may cause us to incur losses if we offer for sale or sell any non-compliantitems. Failure to comply with the various regulations applicable to us may result in damage to our reputation, civil and criminal liability,fines and penalties and increased cost of regulatory compliance. These current and any future laws and regulations could harm our business,results of operations and financial condition.

We may be subject to anti-corruption,anti-bribery, anti-money laundering, economic sanctions and other similar laws and regulations, and non-compliance with such laws andregulations could subject SRM to civil, criminal and administrative penalties, remedial measures and legal expenses, all of which couldadversely affect SRM’s business, prospects, results of operations, financial condition and reputation.

SRM is or will be subject to laws withrespect to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and other similar laws andregulations in various jurisdictions in which SRM conducts, or in the future may conduct, activities, including theU.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws and regulations. TheFCPA prohibits SRM and its officers, directors, employees and business partners acting on its behalf, including agents, fromoffering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencingofficial decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companiesto make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain asystem of adequate internal accounting controls. A violation of these laws or regulations could adversely affect our business,prospects, results of operations, financial condition and reputation.

Ifone or more of our major customers were to experience difficulties in fulfilling their obligations to us, cease doing business with us,significantly reduce the amount of their purchases from us or return substantial amounts of our products, it could have a materiallyadverse effect on our business, results of operations and financial condition.

Asubstantial reduction in or termination of orders from any of our largest customers would adversely affect our business, results of operationsand financial condition. In addition, pressure by large customers seeking price reductions, financial incentives and changes in otherterms of sale or for us to bear the risks and the cost of carrying inventory could also adversely affect our business, results of operationsand financial condition.

Ifone or more of our major customers were to experience difficulties in fulfilling their obligations to us resulting from bankruptcy orother deterioration in their financial condition or ability to meet their obligations, cease doing business with us, significantly reducethe amount of their purchases from us, or return substantial amounts of our products, it could have a material adverse effect on ourbusiness, results of operations and financial condition. The COVID-19 pandemic has left many customers outside of our largest customersunder varying degrees of financial distress, and it seems some of our largest customers are facing increases in their operating costs.Customers may request extended payment terms which may require us to take on increased credit risk or to reduce or forgo sales entirelyin an attempt to mitigate financial risk associated with customer bankruptcy risk.

Customercomplaints regarding our products and services could hurt our business.

Fromtime to time, we may receive complaints from customers regarding the quality of goods purchased from us. We may in the future receivecorrespondence from customers requesting reimbursement. Certain dissatisfied customers may threaten legal action against us if no reimbursementis made. We may become subject to product liability lawsuits from customers alleging injury because of a purported defect in our productsor services, claiming substantial damages and demanding payments from us. We are in the chain of title when we supply or distribute products,and therefore are subject to the risk of being held legally responsible for them. These claims may not be covered by our insurance policies.Any resulting litigation could be costly for us, divert management attention, and could result in increased costs of doing business,or otherwise have a material adverse effect on our business, results of operations, and financial condition. Any negative publicity generatedas a result of customer frustration with our products or services, or with our websites, could damage our reputation and diminish thevalue of our brand name, which could have a material adverse effect on our business, results of operations, and financial condition.

RisksRelated to This Offering and Ownership of Our Common Stock

Themarket price of our Common Stock may be highly volatile, and you could lose all or part of your investment.

The trading priceof our Common Stock is likely to be volatile. Upon the consummation of this offering, we will have a relatively small public floatdue to the relatively small size of this offering, and the concentrated ownership of our Common Stock among our executive officersand directors, and greater than 5% stockholders. As a result of our small public float, our Common Stock may be less liquid and havegreater stock price volatility than the Common Stock of companies with broader public ownership.

Ourstock price could be subject to wide fluctuations in response to a variety of other factors, which include:

Inaddition, the stock market in general has recently experienced extreme price and volume fluctuations that have often been unrelated ordisproportionate to the operating performance of these companies. Such rapid and substantial price volatility,including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, makingit difficult for prospective investors to assess the rapidly changing value of our stock. This volatility may prevent you from beingable to sell your securities at or above the price you paid for your securities. If the market price of our Common Stock after this offeringdoes not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all ofyour investment.

Nomarket currently exists for our Common Stock. We cannot assure you that an active trading market will develop for our Common Stock.

Priorto this offering, there has been no public market for shares of our Common Stock. We cannot predict the extent to which investor interestin us will lead to the development of a trading market on the Nasdaq or otherwise, or how liquid that market might become. If an activemarket does not develop, you may have difficulty selling any shares of our Common Stock that you purchase in this offering. The initialpublic offering price for the shares of our Common Stock will be determined by negotiations between us and the representatives of theunderwriters, and may not be indicative of prices that will prevail in the open market following this offering.

Inparticular, the realization of any of the risks described in these “Risk Factors” could have a material adverse impacton the market price of our Common Stock in the future and cause the value of your investment to decline. In addition, the stock marketin general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. Thesebroad market and industry factors may materially reduce the market price of our Common Stock, regardless of our operating performance.In addition, price volatility may be greater if the public float and trading volume of our Common Stock is low.

Wemay change our dividend policy at any time.

Althoughfollowing this offering we currently intend to retain future earnings to finance the operation and expansion of our business and thereforedo not anticipate paying cash dividends on our capital stock in the foreseeable future, our dividend policy may change at any time withoutnotice to our stockholders. The declaration and amount of any future dividends to holders of our Common Stock will be at the discretionof our board of directors in accordance with applicable law and after taking into account various factors, including our financial condition,results of operations, current and anticipated cash needs, cash flows, impact on our effective tax rate, indebtedness, contractual obligations,legal requirements and other factors that our board of directors deems relevant. As a result, we cannot assure you that we will pay dividendsat any rate or at all.

Futuresales, or the perception of future sales, of our Common Stock, including by Jupiter Wellness, may depress the price of our Common Stock.

Themarket price of our Common Stock could decline significantly as a result of sales or other distributions of a large number of sharesof our Common Stock in the market after this offering, including shares that might be offered for sale or distributed by Jupiter Wellness.The perception that these sales might occur could depress the market price of our Common Stock. These sales, or the possibility thatthese sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price thatwe deem appropriate.

Uponcompletion of this offering, we will have 10,000,000 shares (10,270,000 shares of Common Stock if the Representative exercises infull its option to purchase additional shares of Common Stock), based on an assumed initial public offering price of $5.00 per share.The shares of Common Stock offered in this offering will be freely tradable without restriction under the Securities Act, exceptfor any shares of Common Stock that may be held or acquired by our directors, executive officers and other affiliates, as that term isdefined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold inthe public market unless the sale is registered under the Securities Act or an exemption from registration is available.

Inconnection with this offering, we, our directors and executive officers and Jupiter Wellness and certain of its officers and directorshave each agreed to enter into a lock-up agreement and thereby be subject to a “lock-up period,” meaning that they and theirpermitted transferees will not be permitted to sell any of the shares of our Common Stock for 270 days, in the case of JupiterWellness and certain of its officers and directors, and for 270 days, in our case and the case of our directors and executiveofficers, from the date of closing of this Offering, without the prior consent of the Representative. The Representativemay, in its sole discretion and without notice, release all or any portion of the shares of our Common Stock from the restrictions inany of the lock-up agreements described above. See the section titled “Underwriting.”

Also,in the future, we may issue our securities in connection with investments or acquisitions. The amount of shares of our Common Stock issuedin connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our Common Stock.

Youmay experience immediate and substantial dilution in the net tangible book value of the shares you purchase in this offering, and youwill suffer additional dilution if the Representative exercises its option to purchase additional shares.

Ifyou purchase shares of our Common Stock in this offering, you will experience immediate and substantial dilution, as the initial publicoffering price of our Common Stock is substantially greater than the pro forma net tangible book value per share of our Common Stock.Based on the assumed initial public offering price of $5.00 per share, if you purchase our Common Stock in this offering, you will sufferimmediate and substantial dilution of approximately $4.23 per share.

Ourcosts will increase significantly as a result of operating as a public company, and our management will be required to devote substantialtime to complying with public company regulations.

Wehave historically operated our business as a segment of a public company. As a stand-alone public company, we will have additional legal,accounting, insurance, compliance and other expenses that we have not incurred historically. After this offering, we will become obligatedto file with the SEC annual and quarterly reports and other reports that are specified in Section 13 and other sections of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). We will also be required to ensure that we have the ability to preparefinancial statements that are fully compliant with all SEC reporting requirements on a timely basis. In addition, we will become subjectto other reporting and corporate governance requirements, including certain requirements of the Nasdaq, and certain provisions of theSarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the regulations promulgated thereunder, which will impose significant complianceobligations upon us.

Sarbanes-Oxley,as well as rules subsequently implemented by the SEC and the Nasdaq, have imposed increased regulation and disclosure and required enhancedcorporate governance practices of public companies. We are committed to maintaining high standards of corporate governance and publicdisclosure, and our efforts to comply with evolving laws, regulations and standards in this regard are likely to result in increasedselling and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to complianceactivities. These changes will require a significant commitment of additional resources. We may not be successful in implementing theserequirements and implementing them could materially adversely affect our business, results of operations and financial condition. Inaddition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to reportour operating results on a timely and accurate basis could be impaired. If we do not implement such requirements in a timely manner orwith adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC and the Nasdaq.Any such action could harm our reputation and the confidence of investors and customers in us and could materially adversely affect ourbusiness and cause our share price to fall.

Failureto achieve and maintain effective internal controls in accordance with Section 404 of Sarbanes-Oxley could materially adversely affectour business, results of operations, financial condition and stock price.

Asa public company, we will be required to document and test our internal control procedures in order to satisfy the requirements of Section404 of Sarbanes-Oxley (“Section 404”), which will require annual management assessments of the effectiveness of our internalcontrol over financial reporting. Upon loss of emerging growth company status, an annual report by our independent registered publicaccounting firm that addresses the effectiveness of internal control over financial reporting will be required. During the course ofour testing, we may identify deficiencies which we may not be able to remediate in time to meet our deadline for compliance with Section404. Testing and maintaining internal control can divert our management’s attention from other matters that are important to theoperation of our business. We also expect the regulations under Sarbanes-Oxley to increase our legal and financial compliance costs,make it more difficult to attract and retain qualified officers and members of our board of directors, particularly to serve on our auditcommittee, and make some activities more difficult, time consuming and costly. We may not be able to conclude on an ongoing basis thatwe have effective internal control over our financial reporting in accordance with Section 404 or our independent registered public accountingfirm may not be able or willing to issue an unqualified report on the effectiveness of our internal control over financial reporting.If we conclude that our internal control over financial reporting is not effective, we cannot be certain as to the timing of completionof our evaluation, testing and remediation actions or their effect on our operations because there is presently no precedent availableby which to measure compliance adequacy. If either we are unable to conclude that we have effective internal control over our financialreporting or our independent auditors are unable to provide us with an unqualified report as required by Section 404, then investorscould lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

Ifsecurities or industry analysts do not publish research or reports about our business, if they adversely change their recommendationsregarding our stock or if our operating results do not meet their expectations, our stock price could decline.

Thetrading market for our Common Stock will be influenced by the research and reports that industry or securities analysts publish aboutus or our business. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibilityin the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analystswho cover us downgrades our stock or if our operating results do not meet their expectations, our stock price could decline.

Wecould be subject to securities class action litigation.

Inthe past, securities class action litigation has often been instituted against companies whose securities have experienced periods ofvolatility in market price. Securities litigation brought against us following volatility in the price of our Common Stock, regardlessof the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition andresults of operations and divert management’s attention and resources from our business.

Yourpercentage ownership in SRM may be diluted in the future.

Inthe future, your percentage ownership in SRM may be diluted because of equity awards that SRM may grant to SRM’s directors,officers and employees or otherwise as a result of equity issuances for acquisitions or capital market transactions. SRM anticipatesits executive compensation committee may grant additional stock-based awards to its employees after this offering. Such awards will havea dilutive effect on SRM’s earnings per share, which could adversely affect the market price of SRM Common Stock. From time totime, SRM may issue additional stock-based awards to its employees under SRM’s employee benefits plans.

SRM’s articles of incorporation authorize SRM to issue, without the approval of SRM’sstockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating,optional and other special rights, including preferences over SRM’s Common Stock respecting dividends and distributions, as SRM’sboard of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting poweror reduce the value of our Common Stock. For example, SRM could grant the holders of preferred stock the right to elect some number ofSRM’s directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, therepurchase or redemption rights or liquidation preferences that SRM could assign to holders of preferred stock could affect the residualvalue of the Common Stock. See “Description of Capital Stock.”

Weare an emerging growth company and as a result have certain reduced disclosure requirements in this prospectus.

Weare an “emerging growth company” as defined in the JOBS Act and, as such, have elected to comply with certain reduced disclosurerequirements for this prospectus and may elect to comply with certain reduced public company reporting requirements for future filings.As an emerging growth company, we are not required to disclose certain executive compensation information in this prospectus pursuantto the JOBS Act. We have also elected to present only two years of audited financial statements and the related section titled “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” in this prospectus. In addition, the JOBS Act providesthat an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to privatecompanies.

We have appliedto list our shares of Common Stock on Nasdaq. We can provide no assurance that our shares of Common Stock will qualify to be listed,and if listed, that our shares of Common Stock will continue to meet Nasdaq listing requirements. If we fail to qualify forlisting on Nasdaq, the offering and distribution will not be consummated. If we fail to comply with the continuing listingrequirements of Nasdaq, our Common Stock could be delisted.

Weanticipate that our shares of Common Stock will be eligible to be listed on Nasdaq following this offering. We cannot guaranteethat we will be successful in listing our Common Stock on Nasdaq. However, the consummation of this offering and the distributionare contingent on final approval by Nasdaq. We will not consummate this offering or the distribution unless our Common Stock is solisted.

If, after listing, we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements orthe minimum closing bid price requirement, Nasdaq may take steps to delist our Common Stock. Such a delisting would likely have a negativeeffect on the price of our Common Stock and would impair your ability to sell or purchase our Common Stock when you wish to do so. Inthe event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements wouldallow our Common Stock to become listed again, stabilize the market price or improve the liquidity of our Common Stock, prevent our CommonStock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Concentrationof ownership among our existing principal stockholder, executive officers, directors and their affiliates may prevent new investors frominfluencing significant corporate decisions.

Uponcompletion of this offering, our executive officers, directors, principal stockholder and their affiliates will beneficially own,in the aggregate, approximately 82.0% of our outstanding shares of Common Stock before the distribution and 62.0% after thedistribution, based on an assumed initial public offering price of $5.00 per share, the midpoint of the price range set forth on thecover page of this prospectus. In particular, subsequent to the Share Exchange, Jupiter Wellness, will own 65.0% ofour Common Stock, and management will own approximately 17.0% of our outstanding shares of Common Stock upon completion of thisoffering.

Asa result, our executive officers, directors, principal stockholder and their affiliates will be able to exercise effective controlover all matters requiring stockholder approval, including the election of directors, amendment of our articles of incorporation andapproval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of ourcompany or changes in management and will make the approval of certain transactions difficult or impossible without the support of ourexecutive officers, directors, principal stockholder and their affiliates, especially Jupiter Wellness.

Ourstock price may be volatile and your investment in our Common Stock could suffer a decline in value.

Therehas been significant volatility in the market price and trading volume of securities of technology and other companies, which may beunrelated to the financial performance of these companies. These broad market fluctuations may negatively affect the market price ofour Common Stock.

Somespecific factors that may have a significant effect on the market price of our Common Stock include:

TheNevada Revised Statute contains provisions that could discourage, delay, or prevent a change in our control, prevent attempts to replaceor remove current management and reduce the market price of our stock.

Weare subject to the anti-takeover provisions of the Nevada Revised Statutes (“NRS”). Depending on the number of residentsin the state of Nevada who own our shares, we could be subject to the provisions of Sections 78.378 et seq. of the Nevada Revised Statuteswhich, unless otherwise provided in our articles of incorporation or by-laws, restricts the ability of an acquiring person to obtaina controlling interest of 20% or more of our voting shares. Our articles of incorporation and by-laws do not contain any provision whichwould currently keep the change of control restrictions of Section 78.378 from applying to us.

Weare subject to the provisions of Sections 78.411 et seq. of the Nevada Revised Statutes. In general, this statute prohibits a publiclyheld Nevada corporation from engaging in a “combination” with an “interested stockholder” for a period of threeyears after the date of the transaction in which the person became an interested stockholder, unless the combination or the transactionby which the person became an interested stockholder is approved by the corporation’s Board before the person becomes an interestedstockholder. After the expiration of the three-year period, the corporation may engage in a combination with an interested stockholderunder certain circumstances, including if the combination is approved by the Board and/or stockholders in a prescribed manner, or ifspecified requirements are met regarding consideration. The term “combination” includes mergers, asset sales and other transactionsresulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder”is a person who, together with affiliates and associates, owns, or within three years did own, 10% or more of the corporation’svoting stock. A Nevada corporation may “opt out” from the application of NRS Section 78.411 et seq. through a provision inits articles of incorporation or by-laws. We have not “opted out” from the application of this section.

Ourboard of directors has the ability to issue blank check preferred stock, which may discourage or impede acquisition attempts orother transactions.

Ourboard of directors has the power, subject to applicable law, to issue series of preferred stock that could, depending on the termsof the series, impede the completion of a merger, tender offer or other takeover attempt. For instance, subject to applicable law, aseries of preferred stock may impede a business combination by including class voting rights, which would enable the holder or holdersof such series to block a proposed transaction. Our board of directors will make any determination to issue shares of preferred stockon its judgment as to our and our stockholders’ best interests. Our board of directors, in so acting, could issue shares of preferredstock having terms which could discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders maybelieve to be in their best interests or in which stockholders would have received a premium for their stock over the then prevailingmarket price of the stock.

USEOF PROCEEDS

Weestimate that the net proceeds we will receive from the sale of our Common Stock in this offering, after deducting the underwriting discountand estimated offering expenses payable by us, will be $7,717,500, based on an assumed initial public offeringprice of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus. If the Representative exercises its option to purchase additional shares in full, weestimate our net proceeds will be $8,875,125, after deducting the underwriting discount and estimated offering expensespayable by us, based on an assumed initial public offering price of $5.00 per share, the midpoint of the price range set forthon the cover page of this prospectus. We currently intend to use the netproceeds of this offering as follows:

A$1.00 increase (decrease) in the assumed public offering price would increase (decrease) the net proceeds to us from this offering by$1,543,500, assuming the number of shares to be sold by us in this offering remains the same and after deducting the underwritingdiscount and estimated offering expenses payable by us. Each increase (decrease) of 100,000 shares in the number of shares offered byus would increase (decrease) the net proceeds to us by approximately $428,750, assuming that the assumed initial public offeringprice of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, andafter deducting the underwriting discount and estimated offering expenses payable by us.

DIVIDENDPOLICY

Wehave never declared or paid cash dividends to holders of our capital stock. We currently intend to retain future earnings to financethe operation and expansion of our business. We do not anticipate paying any dividends on our Common Stock in the foreseeable future.As a result, you will need to sell your shares of Common Stock to receive any income or realize a return on your investment. You maynot be able to sell your shares at or above the price you paid for them.

Anyfuture determination to pay dividends will be at the discretion of our board of directors (the “Board”). If we do commencethe payment of dividends in the future, there can be no assurance that we will continue to pay any dividend. Our Board is free to changeour dividend policy at any time, including to increase, decrease or eliminate our dividend. The Board will base its decisions on, amongother things, general business conditions, our results of operations, financial condition, cash requirements, prospects, contractual,legal and regulatory restrictions regarding dividend payments by our subsidiaries and any other factors the Board may consider relevant.No assurance is given that we will pay any dividends to holders of our capital stock or as to the amount of any such dividends if ourBoard determines to do so.

CAPITALIZATION

Thefollowing table sets forth our cash and cash equivalents and capitalization as of March 31, 2023:

A$1.00 increase (decrease) in the assumed initial public offering price of $5.00 per share shown on the cover page of this prospectus,would increase (decrease) the amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit)and total capitalization on an as adjusted basis by approximately $1,543,500, assuming the number of shares offered by us, asset forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions andestimated offering expenses payable by us, and assuming no exercise of the underwriters’ over-allotment option. Similarly, eachincrease (decrease) of 100,000 shares offered by us would increase (decrease) cash and cash equivalents, total stockholders’ equity(deficit) and total capitalization on an as adjusted basis by approximately $428,750, assuming the assumed initial public offeringprice remains the same after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us,and assuming no exercise of the underwriters’ over-allotment option.

DILUTION

Ifyou invest in our Common Stock, your ownership interest will be diluted to the extent that the initial public offering price per shareof our Common Stock exceeds the tangible book value per share of our Common Stock immediately following this offering.

Pro forma net tangible book value representsour total tangible assets (total assets less intangible assets) less total liabilities, divided by the pro forma number of outstandingshares of Common Stock. As of March 31, 2023, our pro forma net tangible book deficit was ($49,704), or ($0.01)per share. After giving effect to the sale and issuance of 1,800,000 shares of our Common Stock in this offering at an assumed initialpublic offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deductingthe underwriting discount and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March31, 2023 would have been $7,667,796, or $0.77 per share. This represents an immediate increase in pro forma as adjusted nettangible book value of $0.78 per share to our existing stockholder, Jupiter Wellness, and an immediate dilution of $4.23 per shareto new investors participating in this offering.

Thefollowing table illustrates this dilution on a per share basis to new investors:

The pro forma as adjusted information discussed above is illustrative only and will adjust based on the actual initialpublic offering price and other terms of this offering determined at pricing.

Each $1.00 increase (decrease) in the assumed initialpublic offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase(decrease) our pro forma as adjusted net tangible book value by approximately $1,543,500, or approximately $0.15 per share, andincrease (decrease) the dilution per share to investors participating in this offering by approximately $0.85 per share per $1.00increase and $0.84 per share per $1.00 decrease, assuming that the number of shares offered by us remains the same and after deductingthe underwriting discount and estimated offering expenses payable by us. We may also increase or decrease the number of shares we areoffering. An increase (decrease) of 100,000 in the number of shares offered by us would increase (decrease) our pro forma as adjustednet tangible book value by approximately $428,750, or $0.03 per share, and increase (decrease) the dilution per share to investorsparticipating in this offering by approximately $0.03 per share per 100,000 share increase and $0.04 per share per 100,000share decrease, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discountand estimated offering expenses payable by us.

Ifthe Representative exercises its option to purchase additional shares in full, the pro forma as adjusted net tangible book value pershare after this offering would be $0.86 per share, the incremental increase in the pro forma net tangible book value per share to ourexisting stockholder, Jupiter Wellness, would be $0.87 per share and the pro forma dilution to new investors participating inthis offering would be $4.14 per share.

Thefollowing table summarizes, on the pro forma as adjusted basis described above as of March 31, 2023, the differences betweenthe number of shares of Common Stock purchased from us, the total consideration and the price per share paid by our existing stockholder,Jupiter Wellness, and by investors participating in this offering at an assumed initial public offering price of $5.00 per share, themidpoint of the price range set forth on the cover page of this prospectus, before deducting the underwriting discount and estimatedoffering expenses payable by us.

The number of shares of Common Stock held byexisting stockholders (and related consideration amounts) and to be outstanding immediately after this offering in the table above isbased on 8,200,000 shares of Common Stock outstanding as of May 26, 2023 after giving effect to the separation and excludes 1,500,000shares of our Common Stock reserved for issuance under our equity incentive plan for our employees and directors and assumes no exerciseof the Representative’s option to purchase up to 270,000 additional shares of our Common Stock.

Ifthe Representative exercises its option to purchase additional shares of Common Stock in full in this offering, the number of sharesof Common Stock held by new investors will increase to 2,070,000, or 20.2% of the total number of shares of Common Stock issuedand outstanding after this offering, and the percentage of shares of Common Stock held by existing stockholders will decrease to 79.8%of the total shares of Common Stock issued and outstanding.

UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro formacondensed combined financial statements consist of the unaudited pro forma condensed combined statements of income for the three monthsended March 31, 2023 and year ended December 31, 2022, and the unaudited pro forma condensed combined balancesheet as of March 31, 2023. The unaudited pro forma condensed combined financial statements for the relevant period havebeen derived by application of pro forma adjustments to our and SRM Limited’s historical financial statements included elsewherein this prospectus.

The unaudited pro forma condensed combined balancesheet reflects the separation pursuant to the Amended and Restated Exchange Agreement, as if it occurred on March 31, 2023and the pro forma condensed combined statements of operations reflect the separation pursuant to the Amended and Restated ExchangeAgreement, as if it occurred on January 1, 2022. The separation is accounted for as a transaction between entities under commoncontrol pursuant to the appropriate subsections of ASC 805-50 in the unaudited pro forma condensed combined balance sheets and statementsof operations. The pro forma adjustments, described in the related notes, are based on currently available information and certain estimatesand assumptions that management believes are reasonable. These estimates and assumptions are preliminary and have been made solely forpurposes of developing these unaudited pro forma condensed combined financial statements. Actual results could differ, perhaps materially,from these estimates and assumptions. Included in the pro forma adjustments are items that are directly related to the separation, factuallysupportable and, for purposes of the unaudited pro forma condensed combined statements of operations, have a continuing impact.

The unaudited pro forma condensed combined financialstatements are provided for illustrative purposes only and are not necessarily indicative of the operating results or financial positionthat would have occurred had the separation from Jupiter Wellness been completed on March 31, 2023 or January 1, 2022,as applicable. The unaudited pro forma condensed combined financial statements should not be relied on as indicative of the historicaloperating results that we would have achieved or any future operating results or financial position that we will achieve after the completionof this offering.

Theunaudited pro forma condensed combined financial statements reflect the impact of the separation as described in the section titled“Certain Relationships and Related Party Transactions—Relationship with Jupiter Wellness—Historical Relationshipwith Jupiter Wellness”.

We have operated as an operating segmentof Jupiter Wellness since December 1, 2020. Jupiter Wellness currently provides certain services to us, and costs associated with thesefunctions have not been allocated to us. These include costs related to corporate services, such as executive management, finance andaccounting, shared facilities and other services.

Followingthe completion of this offering, we will be subject to the reporting requirements of the Exchange Act. We will be required to establishprocedures and practices as a stand-alone public company in order to comply with our obligations under the Exchange Act and related rulesand regulations. As a result, we will incur additional costs, including accounting, legal, investor relations, stock administrationand regulatory compliance costs. These additional costs may differ from the costs that were historically allocated to us from JupiterWellness. To operate as a stand-alone company, we expect to incur costs to replace certain services previously provided by Jupiter Wellness,which may be higher than those reflected in our historical combined financial statements. A component of these costs are legal, accounting and administrative costs. Actual costs that may havebeen incurred had we been a stand-alone company depend on a number of factors, including organizational structure and decisions maderelating to various areas such as information technology and infrastructure.

Thefollowing unaudited pro forma condensed combined financial statements and the related notes should be read in conjunction with the sectionstitled “Use of Proceeds,” “Capitalization” and “Management’s Discussion and Analysisof Financial Condition and Results of Operations” and the audited combined financial statements of the Company and SRM Limitedand the related notes included elsewhere in this prospectus.

SRMEntertainment, Inc.

UnauditedPro Forma Condensed Combined Balance Sheet

March31, 2023

Seenotes to unaudited pro forma condensed combined financial statements.

SRM Entertainment, Inc.

Unaudited Pro Forma Condensed Combined Statementof Operations

Three Months Ended March 31, 2023

See notes to unaudited pro forma condensedcombined financial statements.

SRMEntertainment, Inc.

UnauditedPro Forma Condensed Combined Statement of Operations

Year Ended December 31, 2022

Seenotes to unaudited pro forma condensed combined financial statements.

Notes to Unaudited Pro Forma Condensed CombinedFinancial Statements

Adjustments to the unaudited pro forma condensedcombined balance sheet and income statement

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Youshould read the following discussion and analysis together with the historical financial statements and related notes of SRMLimited included elsewhere in this prospectus. Among other things, those historical financial statements include more detailed informationregarding the basis of presentation for the financial data included in the following discussion. This discussion contains forward-lookingstatements about our business, operations and industry that involve risks and uncertainties, such as statements regarding our plans,objectives, expectations and intentions. Our future results and financial condition may differ materially from those we currently anticipateas a result of the factors we describe under the sections titled “Cautionary Statement Regarding Forward-Looking Statements”and “Risk Factors.”

Overview

SRM, the Registrant, had nominal assets and liabilitiesand expenses from inception to March 31, 2023. As such, unless the context otherwise requires, the discussion of the financialstatements presented herein represent the historical financial statements and results of operations of SRM Limited as of and for thethree-month periods ended March 31, 2023 and 2022 and the years ended December 31, 2022 and 2021.

SRM supplies the amusement park industry with exclusive products that are intendedto be sold in amusement parks. For over 30 years, SRM has developed, manufactured and supplied the amusement park industry with exclusiveproducts that are often only available to consumers inside the relevant amusement park. SRM principally produces battery-operated productsfor theme parks and entertainment venues such as Disney Parks and Resorts, Disney Stores, Universal Resorts, SeaWorld, Sesame Place,Busch Gardens, Merlin Entertainment and Madison Square Garden. SRM has developed products in conjunction with suppliers of products forcore licenses such as Harry Potter, Frozen, Marvel and Star Wars. SRM develops and distributes toys, plush and hydration products toretailers worldwide. SRM develops product strategies in order to bring product concepts to reality.

Weboth supply and have relationships with the amusement park industry and is a trusted toy and souvenir designer and developer, sellinginto the world’s largest theme parks and entertainment venues. For over 30 years, SRM has developed, manufactured and suppliedthe entertainment and amusement park industry with exclusive products such as toys, light up, plush, fans and much more. These exclusiveproducts are often only available to consumers inside the relevant amusement park, entertainment venues, and theme hotels in the UnitedStates, China, Japan, and throughout the worldwide theme park industry. Theme parks during COVID-19 experienced significant declinesin attendance, which the Company believes negatively impacted the Company sales. While these limitations have eased, we are unable topredict when such limitations will be entirely resolved.

OurRelationship with Jupiter Wellness

Theseservices will be provided under the Amended and Restated Exchange Agreement described in “Certain Relationships and RelatedParty Transactions—Relationship with Jupiter Wellness—Arrangements Between Jupiter Wellness and Our Company.” Wegenerally expect to use the vast majority of these services for less than a year following the completion of this offering, dependingon the type of the service and the location at which such service is provided. However, we may agree with Jupiter Wellness to extendthe service periods for a limited amount of time (which period will not extend past the first anniversary of the distribution) or mayterminate such service periods by providing prior written notice.

Followingthe completion of this offering, we will be subject to the reporting requirements of the Exchange Act. We will be required to establishprocedures and practices as a stand-alone public company in order to comply with our obligations under the Exchange Act and related rulesand regulations. As a result, we will incur additional costs, including internal audit, investor relations, stock administration andregulatory compliance costs. These additional costs may differ from the costs that were historically allocated to us from Jupiter Wellness.To operate as a stand-alone company, we expect to incur costs to replace certain services previously provided by Jupiter Wellness, whichmay be higher than those reflected in our historical combined financial statements.

Componentsof Our Operating Results

Revenue

Wehave relationships with and supplies the amusementpark industry with exclusive products, such as toys, lights, fans and other items that are sold in amusement parks. We havedeveloped, manufactured and supplied the amusement park industry with exclusive products that are often only available to consumersinside the relevant amusement park, entertainment venues and theme throughout the worldwide theme park industry. We have developedunique products in conjunction with suppliers of products for core licensed items for major well-known brands, themes, characters andmovies.

Ourrevenue can vary based on a number of factors, including changes in average selling prices, end-user customer rebates and other channelsales incentives, uncertainties surrounding demand for our products and allowances for estimated sales returns, including future pricingand/or potential discounts as a result of competition or in response to fluctuations of the U.S. dollar in our international markets,and related production level variances; changes in technology; and adoption of any future paid subscription service offerings.

Wecontinue to experience robust demand across all regions for our products. We believe this demand will lead to an increase in absolutedollars in revenues as our customer base continues to grow. Furthermore, we expect that as we introduce more features to our productlines, we expect to increase revenue.

Costof Revenue

Costof revenue consists of both product costs and costs of service. Product costs primarily consist of: the cost of finished products fromour third-party manufacturers; overhead costs, including purchasing, product planning, inventory control, warehousing and distributionlogistics, third-party software licensing fees, inbound freight, warranty costs associated with returned goods, royalties to third parties;and amortization expense of certain acquired intangibles. Cost of service consists of cost attributable to sales staff and independentsales staff. In addition, cost of service also consists of the provision and maintenance of our cloud-based platform, including storage,and security and computing.

Ourcost of revenue as a percentage of revenue can vary based upon a number of factors, including those that may affect our revenue set forthabove and factors that may affect our cost of revenue, including, without limitation: fluctuation in foreign exchange rates and changesin our cost of goods sold due to fluctuations in prices paid for components, net of vendor rebates, warranty and overhead costs, inboundfreight and duty product conversion costs, and amortization of acquired intangibles. We outsource our manufacturing, warehousing anddistribution logistics. We believe this outsourcing strategy allows us to better manage our product and services costs and gross margin.

Weexpect that revenue derived from future subscription service plans will increase as a percentage of our revenue in the future, whichmay have a positive impact on our gross margin. From time to time, however, we may experience fluctuations in our gross margin as a resultof the factors discussed above.

Generaland Administrative

Generaland administrative expense consists primarily of personnel-related expense for certain executives, finance and accounting, human resources,information technology, professional fees, facility overhead, sales and marketing and other general corporate expense. We expect ourgeneral and administrative expense to increase in absolute dollars primarily as a result of the increased costs associated with beinga stand-alone public company. However, we also expect our general and administrative expense to fluctuate as a percentage of our revenuein future periods based on fluctuations in our revenue and the timing of such expense.

OtherIncome (Expense), Net

Otherincome (expense), net primarily represents gains and losses on transactions denominated in foreign currencies and other miscellaneousincome and expense.

IncomeTaxes

Ourbusiness has historically been included in Jupiter Wellness’s consolidated U.S. federal income tax return. We have adopted theseparate return approach for the purpose of the SRM financial statements. The income tax provisions and related deferred tax assets andliabilities that have been reflected in our historical combined financial statements have been estimated as if we were a separate taxpayer.The historic operations of the SRM business reflect a separate return approach for each jurisdiction in which SRM had presence and JupiterWellness filed a tax return. We record a provision for income taxes for the anticipated tax consequences of the reported results of operationsusing the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future taxconsequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operatingloss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply totaxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuationallowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. To effect the separationof the SRM business from Jupiter Wellness’s other businesses, there will be changes to the organizational structure of the business,which will not impact our historical financial statements.

Werecognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will besustained on examination by the taxing authorities based on the technical merits of the position. As we expand internationally, we willface increased complexity in determining the appropriate tax jurisdictions for revenue and expense items which may differ from that ofJupiter Wellness. Our policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or refinementof an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences willaffect the provision for income taxes in the period in which such determination is made and could have a material impact on our financialcondition and operating results. The provision for income taxes includes the effects of any accruals that we believe are appropriate,as well as the related net interest and penalties.

OnDecember 22, 2017, the Tax Act was signed into law, making significant changes to the Code. Changes include, but are not limited to,a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.Sinternational taxation from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemedrepatriation of cumulative foreign earnings. The recently enacted Tax Act significantly changed how the United States taxescorporations. At this time, significant judgment is required in implementing the law due to the lack of sufficient interpretiveguidance from the U.S. or state regulatory bodies and standards settings bodies. Computations required are complex anddata-intensive. The amounts reported as of December 31, 2022 are provisional based on the uncertainty discussed above. As wecomplete our analysis and prepare necessary data, and interpret any additional guidance, we will adjust our calculations andprovisional amounts that we have recorded in our tax provision. Any such adjustments may materially impact our provision for incometaxes in our financial statements.

Comparisonof the Three Months Ended March 31, 2023 and 2022

Thefollowing table presents our revenues for the periods presented:

Revenue

Revenuefor the three months ended March 31, 2023 and 2022 were $1,086,888 and $707,105, respectively. Revenue for the three months endedMarch 31, 2023 increased by $379,783, a 54% increase as compared to the three months ended March 31, 2022. The increase in sales is primarily due to the re-opening of theme andamusements parks in 2022 which had been closed due to the COVID-19 pandemic and which are close to fully operational in2023.

Costof Revenue and Gross Margin

Costof revenue for the three-months ended March 31, 2023 and 2022 were $851,066 and $592,020, representing a 22% and 16% gross margin,respectively. Increases for the three-months ended March 31, 2023 of the cost of revenue were primarily due to the revenue increasecompared to the prior year. Gross margins increased in 2023 due to factory start-up costs in 2022 related to their closure from theCOVID-19 pandemic which were not incurred in 2023.

Generaland Administrative

General and administrative expense for thethree-months ended March 31, 2023 and 2022 were $251,584 and $119,347, respectively. The increase is primarily due to accruedinterest on the Jupiter Wellness Note, accrued commissions, salaries to our Chief Executive Officer and additionalstaff to handle the increase in sales activities, paid by the Company beginning in the last pay period of March 31, 2022.

Otherincome and expense

InSeptember 2022, the Company converted a non-interest intercompany advance from Jupiter Wellness into a 6% promissory note (the “Note”).As a result, for the three months ended March 31, 2023, the Company had accrued interest payable of $22,240 on the Note. The Note balanceat March 31, 2023 was $1,482,673.

Comparison of the Fiscal Years Ended December31, 2022 and 2021

The following table presents our revenues for the periods presented:

Revenue

Revenue for the years ended December 31, 2022 and2021 were $6,076,116 and $2,665,827, respectively. Revenue for the year ended December 31, 2022 is 228% of the prior year,an increase of 128%. The increase in sale is primarily due to the re-opening of theme and amusements parks which had been closeddue to the COVID-19 pandemic beginning in later portion of 2020 continuing through 2021.

Cost of Revenue and Gross Margin

Cost of revenue for the years ended December 31,2022 and 2021 were $4,845,217 and $2,110,395, representing a 20% and 21% gross margin, respectively. Increases for the year ended December31, 2022 were primarily due to the revenue increase compared to the prior year. Gross margins were slightly lower in 2022 dueto factory start-up costs related to their closure from the COVID-19 pandemic and continued into 2021.

General and Administrative

General and administrative expense for the fiscalyears ended December 31, 2022 and 2021 were $872,914 and $585,147, respectively. The increase is primarily due tothe appointment of a new president and a new senior operations person as well as additional staff to handle the increase in salesactivities.

Otherincome and expense

Otherincome and expense, net, for the years ended December 31, 2022 and 2021 were net expense of $29,284 for 2022 and net income of $654 for2021. The increase in expense for 2022 includes interest expense of $30,052 paid to Jupiter Wellness on the Note. The balanceof the Note at December 31, 2022 was $1,482,673.

Liquidityand Capital Resources

Historically, our operations have participatedin cash management and funding arrangements managed by Jupiter Wellness. Cash flows related to financing activities primarilyreflect changes in the balance of the note payable to Jupiter. Other than those that are in SRM designated legal entities, JupiterWellness’s cash has not been assigned to us for any of the periods presented because those cash balances are not directlyattributable to us. Cash and cash equivalents presented in the combined balance sheets represent amounts pertaining to designatedSRM legal entities only. Our cash and cash equivalents balance decreased from $453,516 at December 31, 2022 to $259,831 at March31, 2023, and decreased from $515,373 as of December 31, 2021 to $453,516 as of December 31, 2022. Cash used in operations was $153,885for the three months ended March 31, 2023 and $29,925 for the year ended December 31, 2022 compared to cash provided fromoperations of $452,653 in 2021. During 2021, we were dependent on Jupiter Wellness for our continued support to fund our operations,however, during 2022 we did not draw any funds from Jupiter Wellness and paid down our loan by $19,948. In addition, JupiterWellness currently intends to use its reasonable efforts to provide us such funding as may, if required, be necessary to fund ouroperations while we are a wholly owned subsidiary of Jupiter Wellness. This support is expected to terminate on the earliest of: (i)the time immediately prior to the completion of this offering and (ii) the time immediately prior to the completion of adistribution of shares of our Common Stock held by Jupiter Wellness to its stockholders.

During the year ended December 31, 2021, JupiterWellness, SRM’s majority stockholder, advanced $1,502,621 to cover certain existing debt and operations of SRM Limited, whichwas converted into the Note on September 1, 2022 and is due on the earlier of (i) September 30, 2023 or (ii) the date on which SRM consummatesan initial public offering of its securities. During 2022, SRM Limited paid $50,000 to Jupiter related to the Note consisting of $19,948in principal and $30,052 in interest. The principal balance of the Note on March 31, 2023 and December 31, 2022 was $1,482,673.Additionally, during the year ended December 31, 2022, Jupiter Wellness paid $6,293 for expenses attributable to SRM Limited which willalso be repaid out of the proceeds of the offering. During the three months ended March 31, 2023, the Company did not draw any additionalfunds from Jupiter Wellness.

Followingour separation from Jupiter Wellness pursuant to the Amended and Restated Exchange Agreement and this offering, our capitalstructure and sources of liquidity will change significantly from our historical capital structure. Following the separation, wewill no longer participate in cash management and funding arrangements managed by Jupiter Wellness. Although SRM Limited reportednet income for the year ended December 31, 2022, SRM Limited had a net loss for the three-months ended March 31, 2023, of $38,002and recurring net losses from operations for periods prior to the year ended December 31, 2022. SRM Limited has aShareholder’s Deficit of $40,596 and $2,594 at March 31, 2023, and December 31, 2022, respectively. At March 31, 2023 andDecember 31, 2022, current liabilities exceeded current assets by $75,425 and $11,927, respectively. Net cash used in operatingactivities for the three months ended March 31 2023 was $153,855. These conditions raise substantial doubt about SRM Limited’ andour ability to continue as a going concern.

Followingthe separation and this offering, we expect to use cash flows generated from operations, together with our estimated net proceedsof approximately $6.1 million from the sale of our Common Stock in this offering (refer to “Use of Proceeds” for theexpected use of such net proceeds), as our primary sources of liquidity. Based on our current plans and market conditions, we believethat such sources of liquidity will be sufficient to satisfy our anticipated cash requirements for at least the next 12 months. However,we may require or desire additional funds to support our operating expenses and capital requirements or for other purposes, such as acquisitions,and may seek to raise such additional funds through public or private equity or debt financing or from other sources. We cannot assureyou that additional financing will be available at all or that, if available, such financing would be obtainable on terms favorable tous and would not be dilutive. Our future liquidity and cash requirements will depend on numerous factors, including the introductionof new products and potential acquisitions of related businesses.

Commitments

There are no fixed forward commitments for leaseexpense, license fees, capital expenditures or other except for employment obligations which total approximately $585,000 annually.

Off-BalanceSheet Arrangements

Wedid not have, during the periods presented, any off-balance sheet financing arrangements or any relationships with unconsolidated entitiesor financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were establishedfor the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

CashFlow

Thefollowing table presents our cash flows for the periods presented:

Netcash used in operating activities was $152,106 and $193,807 for the three months ended March 31, 2023, and 2022. The reduction in cashused in operations was primarily due to increases in revenues and related operating accounts (accounts receivable, accounts payable anddeposits). The reduction in cash from investing activities was primarily the purchase of fixed assets.

Netcash used in operating activities was $29,925 for the year ended December 31, 2022 compared to cash provided from operations of $452,653in 2021. The reduction in cash used in operations was primarily due to increase in revenues and related operating accounts (inventory,payables and deposits). The proceeds of $1,502,621 in 2021 were advances, which was converted into the Note on September 1, 2022, fromJupiter Wellness. During 2022, the Company made net principal repayments to Jupiter Wellness of $19,948 and received additional advancesof $6,293 for certain expenses paid by Jupiter Wellness.

CriticalAccounting Policies and Estimates

Our management’s discussion and analysis ofour financial condition and results of operations is based on our unaudited combined pro forma financial statements for the threemonths ended March 31, 2023 and 2022 and the years ended December 31, 2022 and 2021 taken from the unaudited financial statementsfor SRM Limited and SRM Entertainment Inc. for the three months ended March 31, 2023 and 2022 and the audited financial statementsfor SRM Limited and SRM Entertainment Inc. for the years ended December 31, 2022 and 2021, which have been prepared in accordance withUnited States generally accepted accounting principles, or U.S. GAAP, and the rules and regulations of the Securities and Exchange Commission.The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assetsand liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reportedrevenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on variousother factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments aboutthe carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimatesunder different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussedbelow are critical to understanding our historical and future performance, as these policies relate to the more significant areas involvingmanagement’s judgments and estimates.

Thefinancial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“USGAAP”) and are expressed in United States Dollars. Significant accounting policies are summarized below:

RevenueRecognition

Wegenerate our revenue from the sale of ourproducts directly to the end user or distributor (collectively the “customer”).

TheCompany recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenuefrom Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goodsor services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchangefor those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue tobe recognized as it fulfills its obligations under each of its agreements:

TheCompany’s performance obligations are satisfied when goods or products are shipped on an FOB shipping point basis as title passeswhen shipped. Our product is generally paid in advance of shipment or standard net 30 days and we offer no specific right of return,refund or warranty related to our products except for cases of defective products of which there have been none to date.

Allowancesfor Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses resultingfrom the inability of our customers to make required payments. We regularly perform credit evaluations of our customers’ financialcondition and consider factors, such as historical experience, credit quality, age of the accounts receivable balances and geographicor country-specific risks and economic conditions that may affect a customer’s ability to pay. We review the allowance for doubtfulaccounts quarterly and adjust it if necessary based on our assessments of our customers’ ability to pay. If the financial conditionof our customers should deteriorate or if actual defaults are higher than our historical experience, additional allowances may be required,which could have an adverse impact on operating expenses.

Valuationof Inventory

Inventoriesare stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downsor write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold.Inventory is based upon the average cost method of accounting.

Useof Estimates

Thepreparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsand the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Impairmentof Long-Lived Assets

Weevaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that thecarrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscountedfuture net cash flow the asset is expected to generate.

Cash

We consider all short-term investments with a maturityof three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were no cash equivalentsat March 31, 2023 or December 31, 2022.

Foreign Currency Translation

Assets and liabilities in foreign currencies aretranslated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchangerates prevailing during the period. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currencytransactions and translation for the three months ended March 31, 2023 and year ended December 31, 2022 and the cumulative translationgains and losses as of March 31, 2023 and December 31, 2022 were not material.

Accounts Receivable

Accounts receivable are generated from sales of theCompany’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables,historical collection information, and existing economic conditions. As of March 31, 2023 and December 31, 2022, the Companyhad recognized no allowance for doubtful collections.

IncomeTaxes

Weaccount for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assetsand liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities andfor the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuationallowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribesa recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expectedto be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examinationby taxing authorities. ASC 740 also provides guidance on recognition, classification, interest and penalties, accounting in interim period,disclosure and transition. We were incorporated on April 22, 2022, and as such, the Company has not yet filed any tax returns.

RecentAccounting Pronouncements

Fora complete description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on financialcondition and results of operations, refer to Note 1, The Company, Basis of Presentation and Summary of Significant Accounting Policies,in Notes to Financial Statements.

EmergingGrowth Company Status

Asan “emerging growth company,” under the JOBS Act, we are allowed to delay adoption of new or revised accounting pronouncementsapplicable to public companies until such pronouncements are made applicable to private companies, unless we otherwise irrevocably electnot to avail ourselves of this exemption. While we have not made such an irrevocable election, we have not delayed the adoption of anyapplicable accounting standards.

Quantitativeand Qualitative Disclosures About Market Risk

ForeignCurrency Translation

Assets and liabilities in foreign currencies aretranslated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchangerates prevailing during the period. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currencytransactions and translation for the three months ended March 31, 2023 and year ended December 31, 2022 and the cumulative translationgains and losses as of March 31, 2023 and December 31, 2022 were not material.

BUSINESS

SRM is a trusted toy and souvenir designer and developer, sellinginto the world’s largest theme parks and entertainment venues.

Ourbusiness is built on the principle that almost everyone is a fan of something and the evolution of pop culture is leading to increasingopportunities for fan loyalty. We create whimsical, fun and unique products that enable fans to express their affinity for their favorite“something”—whether it is a movie, TV show, favorite celebrity, or favorite restaurant. We infuse our distinct designsand aesthetic sensibility into a wide variety of product categories, including figures, plush, accessories, apparel, and homewares. Withour unique style, expertise in pop culture, broad product distribution and highly accessible price points, we have developed a passionatefollowing for our products that has underpinned our growth. We believe we sit at the nexus of pop culture—content providers valueus for our broad network of retail customers, retailers value us for our portfolio of pop culture products and pop culture insights,and consumers value us for our distinct, stylized products and the content they represent.

Popculture pervades modern life and almost everyone is a fan of something. Today, more quality content is available and technology innovationhas made content accessible anytime, anywhere. As a result, the breadth and depth of pop culture fandom resembles, and in many casesexceeds, the type of fandom previously associated only with sports. Everyday interactions at home, work or with friends are increasinglyinfluenced by pop culture.

Wehave invested strategically in our relationships with key constituents in pop culture. Content providers value us for our broad networkof retail customers and retailers value us for our pop culture products, pop culture insights and ability to drive consumer traffic.Consumers, who value us for our distinct, stylized products, remain at the center of everything we do.

ContentProviders: We have licensing relationships with many established content providers, and our products appear in venues such as WaltDisney Parks and Resorts, Universal Studios, SeaWorld, Six Flags, Great Wolf Lodge, Dollywood and Merlin Entertainment. We currentlyhave licenses with Smurfs and Zoonicorn LLC, from which we can create multiple products based on each character within. Content providerstrust us to create unique, stylized extensions of their intellectual property that extend the relevance of their content with consumersthrough ongoing engagement, helping to maximize the lifetime value of their content.

RetailChannels: We can provide our retail customers a customized product mix designed to appeal to their particular customer bases. Themeparks and the entertainment industry recognize the opportunity presented by the demand for pop culture products and are continuing todedicate space to our products and the pop culture category. We believe meaningful traffic to our products will continue because ourproducts have their own built-in fan base, are refreshed regularly creating a “treasure hunt” shopping experience for consumersand are often supplemented with exclusive products that are at the forefront of pop culture.

Consumers:Fans are increasingly looking for ways to express their affinity for and engage with their favorite pop culture content. Over time, manyof our consumers evolve from occasional buyers to more frequent purchasers, whom we categorize as enthusiasts or collectors. We createproducts to appeal to a broad array of fans across consumer demographic groups—men, women, boys and girls—not a single, narrowdemographic. We currently offer an array of products that sell across several categories. Our products are generally priced between $2.50and $50.00, which allows our diverse consumer base to express their fandom frequently and impulsively. We continue to introduce innovativeproducts designed to facilitate fan engagement at different price points and styles.

Wehave developed a nimble and low-fixed cost production model. The strength of our management team and relationships with content providers,retailers and third-party manufacturers allows us to move from product concept to a new product tactfully. As a result, we can dynamicallymanage our business to balance current content releases and pop culture trends with timeless content based on classic movies, such asHarry Potter or Star Wars. This has allowed us to deliver significant growth while lessening our dependence on individual content releases.

OurHistory

SRMLimited was incorporated in Hong Kong on January14, 1981. Jupiter Wellness acquired SRM Limited in November 2020. In April 2022, the Company was formed toacquire SRM Limited. SRM supplies the amusement park industry with exclusive products that are intended to be sold in amusementparks. For over 30 years, SRM has developed, manufactured and supplied the amusement park industry with exclusive products that are oftenonly available to consumers inside the relevant amusement park. SRM principally produces battery-operated products for theme parks andentertainment venues such as Disney Parks and Resorts, Disney Stores, Universal Resorts, SeaWorld, Sesame Place, Busch Gardens, MerlinEntertainment and Madison Square Garden. SRM has developed products in conjunction with suppliers of products for core licenses suchas Harry Potter, Frozen, Marvel and Star Wars. SRM develops and distributes toys, plush and hydration products to retailers worldwide.SRM develops product strategies in order to bring product concepts to reality.

Thepop culture industry is being driven by several major forces. Technology advances have made it easier to access, consume and engage withcontent. Content providers have produced more quality content to drive fan engagement, often with a focus on franchise driven products.Dedicated, active and enduring fan bases have emerged across the pop culture landscape. These fans seek out opportunities to interactwith their favorite content and with like-minded fans through social media and content-centric experiences. At the same time, socialnorms have shifted, making fandom culturally accepted and mainstream. These trends reinforce one another leading to a substantial increasein pop culture fandom and to significant growth in the industry.

Weboth supply and have relationships with the amusement park industry. We sell exclusive products such as toys, light up, plush, fans andso much more. These exclusive products are often only available to consumers inside the relevant amusement park, entertainment venues,and theme hotels in the United States, China, Japan, and throughout the worldwide theme park industry.

OurMarket Opportunity

Webelieve we are well-positioned to extend our current market leadership to the broader retail market as we continue to launch new productlines and services.

HowWe Plan to Grow

Ourgoal is to continue to develop innovative products and concepts alongside well-known brands and licensed trademarks. The key elementsof our growth strategy to achieve this goal is to enter expanding categories of product, and develop and grow the licensed Sipwith Me line of hydration products to be designed and sold into retail outlets, theme parks worldwide.

Weare positioning SRM to capture new market share in the global toy market. Our branded products are designed to educate through interactivecontent fostering, social and emotional growth, health and wellness, and love and respect for the environment and all creatures. We selltoys for franchises such as the Wizarding World of Harry Potter, Star Wars, Avatar, Men in Black, Transformers, Despicable Me, Nintendo,Sesame Street, and Toy Story. In addition, we are currently developing new product lines for Smurfs and Zoonicorn franchises.

Our core business opportunities and research anddevelopment efforts are concentrated on continuing to sell and develop innovative products for theme parks and currentcustomers, adding licensed character hydration and dinnerware from Smurfs and Zoonicorn set to current assortments.

Long-term Growth Strategy. We havefurther developed the Sip with Me product assortment by adding stainless water bottles, plush backpacks and journals and notepads inthe second quarter of 2023; melamine in the first quarter of 2023; and we plan to introduce light up drinkware and vinyl figures in thefourth quarter of 2023 or the first quarter of 2024. All of the aforementioned products have been designed and manufactured, except forplush backpacks which have completed the design phase and scheduled for production and delivery in the second quarter of 2023.

We have signed license agreements with Smurfsand Zoonicorn for our Sip with Me product assortments to sell in retail markets beginning in 2023. Our marketing goals include animalcharacter products creating a “collect all” mentality and distributing Sip with Me and other product assortments to giftrepresentative groups nationally.

First quarter revenues for 2023 were $1,086,888and annual revenues were $6,076,116 in 2022 and $2,665,827 in 2021. Sales were negatively impacted by the pandemic closures of themeparks in 2020 and 2021 and have considerably improved in 2023 and 2022. We plan to sell our proprietary brands and designs intonew channels: mass market, fast food chains, convenience stores, niche venues and museums, and restaurants.

Weplan to grow brand awareness for SRM products through direct and indirect marketing and form a lasting relationship with our end-usersthroughout their journey from product discovery through the entire lifecycle of ownership. We also plan on developing new sales channels,in addition to our current retail footprint, to address commercial vertical opportunities beyond the theme-park and entertainment industry.

IndustryOverview

Webelieve the two largest United States toy companies, Mattel and Hasbro, collectively hold a dominant share of the domestic non-videotoy market. In addition, hundreds of smaller companies compete in the design and development of new toys, the procurement of characterand product licenses, and the improvement and expansion of previously introduced products and product lines.

Overthe past few years, the toy industry has experienced substantial consolidation among both toy companies and toy retailers. We believethat the ongoing consolidation of toy companies provides us with increased growth opportunities due to retailers’ desire to notbe entirely dependent upon a few dominant toy companies. Retailer concentration also enables us to ship products, manage account relationshipsand track point of sale information more effectively and efficiently.

Products

Ourcurrent products principally fall within the following product categories:

ProductDevelopment

SRM’sstrategic direction centers around product design and development centered on the commercialization and marketability of innovative ideascreated through SRM’s passion for imagining concepts for our licensors and brand partners.

SRM’sobjective is to optimize its marketability, function, value and appearance for the benefit of the consumer end user. From concept andprototyping, through design-for-manufacture, special attention is paid to a product’s utility, ease of use, lowest cost bill ofmaterials, and how it “communicates” its features and benefits through design. The combined experience and expertise of theCompany’s team spans many high-demand categories including hydration, and toys.

SRM’sproduct and development team is led by Deborah McDaniel-Hand, Rebecca Mercado, and Taft Flittner, who have over thirty years ofcombined industry experience.

Weare currently researching new factory opportunities for additional flexibility in production and piece types, along with researchingopportunities in fulfillment warehouses to advance generic product distribution.

Manufacturingand Logistics

We utilize third-partymanufacturers in China, which we chose on the basis of performance, capacity, capability and price. The use of third-party manufacturersenables us to avoid incurring fixed manufacturing costs, while maximizing flexibility, capacity and capability. Though our manufacturingbase has diversified over time as we have grown our sales and expanded our product offerings, we have historically concentrated productionwith a small number of manufacturers and factories as part of a continuing effort to monitor quality, reduce manufacturing costs andensure speed to market. Products developed by SRM are shipped directly to the theme park without warehousing at the Company’s facilities.Our employees, Rebecca Mercado and Deborah McDaniel-Hand are responsible for our product and packaging design.

We base our production schedules for productson our internal forecasts, taking into account historical trends of similar products and properties, current market information and communicationswith customers, and purchase orders. The accuracy of our forecasts is affected by consumer acceptance of our products, which is basedon the strength of the underlying licensed property, the strength of competing products, the marketing strategies of retailers, changesin buying patterns of both our retail customers and our consumers, and overall economic conditions. Unexpected changes in these factorscould result in a lack of product availability or excess inventory of a particular product.

Although we do not conduct the day-to-day manufacturingof our products, we seek to ensure quality control by actively reviewing the production process and testing the products produced byour manufacturers. We utilize third-party quality control inspectors who rotate among our manufacturers’ factories to engineerthe quality control process prior to production, provide quality assurance oversight during production and sample finished goods to validatethe quality control process.

In addition to quality control testing, safetytesting of our products is done by independent third-party testing laboratories. Safety testing is designed to meet or exceed regulationsimposed by federal and state governments, as well as applicable international governmental authorities, our retail partners and contentproviders. In addition, independent laboratories engaged by some of our larger customers and content providers test certain of our productsas well as the factories in which they are produced.

For more information, see “RiskFactors—Risks Related to Our Business—Our use of third-party manufacturers to produce our products presents risks to ourbusiness.”