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March 29, 2024
Stephen Berman
Chief Executive Officer
JAKKS Pacific, Inc.
2951 28th Street
Santa Monica, CA 90405
Re: JAKKS Pacific, Inc.
Registration
Statement on Form S-3
Filed on March 25,
2024
File No. 333-278220
Dear Stephen Berman:
We have conducted a limited review of your registration statement
and have the
following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form S-3 filed March 25, 2024
Selling Shareholders, page 6
1. Please revise this
section to provide the information required by Item 507 of Regulation S-
K. For guidance, refer
to Question 140.02 of our Regulation S-K Compliance and
Disclosure
Interpretations. Without limitation, revise your disclosure to identify, by
footnote or otherwise,
the selling shareholders who have the material relationships with
you discussed on page
6. With respect to the shares to be offered for resale by each selling
stockholder that is a
legal entity, disclose the natural person or persons who have voting
and investment control
of the shares to be offered for resale by that selling stockholder.
Stephen Berman
FirstName LastNameStephen Berman
JAKKS Pacific, Inc.
Comapany
March NameJAKKS Pacific, Inc.
29, 2024
March2 29, 2024 Page 2
Page
FirstName LastName
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
statement.
Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at
202-551-3047 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing