United States securities and exchange commission logo

                             March 8, 2021

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

                                                        Re: JOANN Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed March 4, 2021
                                                            File No. 333-253121

       Dear Mr. Susz:

             We have reviewed your amended registration statement and have the
       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.

       Amendment No. 1 to Registration Statement on Form S-1 filed March 4,

       Dilution, page 62

   1.                                                   Please provide to us
supplementally your calculations of the figures presented in your
                                                        Dilution disclosure.
Specifically, please present the following calculations:
                                                            Net tangible book
                                                            Net tangible book
value per share, and
                                                            Dilution to
existing shareholders
   2.                                                   Reference is made to
the table on page 63. Please tell us how you determined that the
                                                        consideration figure
for existing shareholders and explain why such amount is correct.
 Matt Susz
FirstName  LastNameMatt Susz
March      NameJOANN Inc.
       8, 2021
March2 8, 2021 Page 2
FirstName LastName
       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 &
cc:      Drew Capurro, Esq.