United States securities and exchange commission logo

                             February 22, 2021

       Matt Susz
       Senior Vice President and Chief Financial Officer
       JOANN Inc.
       5555 Darrow Road
       Hudson, Ohio 44236

                                                        Re: JOANN Inc.
Statement on Form S-1
                                                            Filed February 16,
                                                            File No. 333-253121

       Dear Mr. Susz:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed February 16, 2021

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Non-GAAP Financial Measures, page 69

   1.                                                   We note your response
to our previously issued comment 6. We continue to believe that
                                                        adjusting for store
preopening costs is not appropriate. Your presentation of the number of
                                                        stores reopened or
remodeled over the past 5 years clearly indicates that remodeling and
                                                        reopening stores is a
part of your ongoing operations. Please revise your filing as
                                                        previously requested to
eliminate the "Location pre-opening and closing costs excluding
                                                        loss on disposal of
fixed assets" adjustment. Refer to the guidance in Question 100.01 of
                                                        the Compliance and
Disclosure Interpretations on Non-GAAP Measures.
 Matt Susz
FirstName LastNameMatt Susz
February  NameJOANN
            2021       Inc.
Page 2 22, 2021 Page 2
FirstName LastName

2.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Rule 163B of the
Securities Act, whether or
         not they retain copies of the communications. Please contact the staff
member associated
         with the review of this filing to discuss how to submit the materials,
if any, to us for our
3.       We note that you filed a free writing prospectus pursuant to Rule
433(f) under the
         Securities Act of 1933 on February 19, 2021. Please provide your legal
analysis regarding
         how the publication of the articles filed as Annex A and Annex B to
the free writing
         prospectus complies with your obligations under Section 5(b) of the
Securities Act and tell
         us whether any additional disclosure or other action by the company is
necessary in this
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

       You may contact Amy Geddes at 202-551-3304 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any


                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services
cc:      Drew Capurro, Esq.