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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
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
response.
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,
2021
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
value
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
JOANN Inc.
Comapany
March NameJOANN Inc.
8, 2021
March2 8, 2021 Page 2
Page
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
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Drew Capurro, Esq.