United States securities and exchange commission logo February 16, 2022 Matt Susz Senior Vice President, Chief Financial Officer JOANN Inc. 5555 Darrow Road Hudson, Ohio 44236 Re: JOANN Inc. Form 10-K for Fiscal Year Ended January 30, 2021 Filed April 1, 2021 Form 10-Q for Fiscal Quarter Ended October 30, 2021 Filed December 3, 2021 Item 2.02 Form 8-K Dated December 2, 2021 Response dated February 7, 2022 File No. 001-40204 Dear Mr. Susz: We have reviewed your February 7, 2022 response to our comment letter and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to our comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to our comment, we may have additional comments. Unless we note otherwise, our references to prior comment are to comment in our January 27, 2022 letter. Form 10-Q for Fiscal Quarter Ended October 30, 2021 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures Adjusted EBITDA, page 16 1. We note your response to our comment. Please expand your disclosure to describe the nature of the adjustment for excess import freight costs in detail, and explain how this adjustment is directly attributable to COVID-19 pandemic and is incremental to your Matt Susz JOANN Inc. February 16, 2022 Page 2 normal operations. Please also explain how the adjusting amount was calculated. This comment also applies to the non-GAAP financial measure disclosure in your Item 2.02 Form 8-K dated December 2, 2021. You may contact Suying Li at (202) 551-3335 or Angela Lumley at (202) 551-3398 with any questions. FirstName LastNameMatt Susz Sincerely, Comapany NameJOANN Inc. Division of Corporation Finance February 16, 2022 Page 2 Office of Trade & Services FirstName LastName