SecProbe.io

April 6, 2020
Michael McCabe
Chief Executive Officer
Lucent, Inc.
622 Pine Avenue
Whitefish, Montana 59937
Re:Lucent, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed April 1, 2020
File No. 333-232218
Dear Mr. McCabe:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our January 30, 2020 letter.
Amendment No. 3 to Registration Statement on Form S-1
Capitalization, page 3
1.We reviewed the revisions to your disclosure in response to comment 1. Please note the
following:

•Assuming the minimum number of shares are sold and 10% of the proceeds are
released to you, it appears cash would amount to $1,013;  cash deposited in escrow
and stock subject to redemption (temporary equity) would amount to $9,000, the par
value of common stock would amount to $510, additional paid-in capital would
amount to $2,490 and total stockholders' equity (deficit) would amount to ($6,521).

•Assuming the maximum number of shares are sold and 10% of the proceeds are

 FirstName LastNameMichael McCabe
 Comapany NameLucent, Inc.
 April 6, 2020 Page 2
 FirstName LastName
Michael McCabe
Lucent, Inc.
April 6, 2020
Page 2
released to you, it appears cash would amount to $3,013;  cash deposited in escrow
and stock subject to redemption (temporary equity) would amount to $27,000, the
par value of common stock would amount to $527, additional paid-in capital would
amount to $4,473 and total stockholders' equity (deficit) would amount to ($4,521).

Please revise your disclosure accordingly.
Dilution, page 16
2.We reviewed the revisions to your disclosure in response to comment 3.  Assuming 10%
of the offering proceeds are released to you assuming the minimum and maximum number
of shares are sold, it appears shares subject to redemption (temporary equity) would
amount to 900,000 and 2,700,000 shares, respectively, shares classified as equity would
increase by 100,000 and 300,000 shares, respectively, and that book value deficit and net
book value deficit per share would decrease to $6,521 and $4,473 and $.0013 and $.0009,
respectively.  Please revise.  In addition, please revise the risk factor regarding dilution on
page 14.
            You may contact Bill Thompson at 202-551-3344 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jacqueline Kaufman at
202-551-3797 or Jennifer López-Molina at 202-551-3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elaine Dowling, Esq.