SecProbe.io

CORRESP
1
filename1.htm

LEGACY
EDUCATION INC.

701
W Avenue K Suite 123

Lancaster,
CA 93534

September
16, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:

    Scott
    Stringer

    Adam
    Phippen

    Scott
    Anderegg

    Lilyanna
    Peyser

    Re:

    Legacy
    Education Inc.

    Registration
    Statement on Form S-1

    Filed
    August 16, 2024

    File
    No. 333-281586

Dear
Ladies and Gentlemen:

This
letter sets forth responses on behalf of Legacy Education Inc., a Nevada corporation (the “Company”), to the comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter
dated September 12, 2024 (“Comment Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration
Statement”).

For
the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated
prior to the response to such comment.

Registration
Statement on Form S-1 Filed on August 16, 2024

Prospectus
Summary

Recent
Developments, page 6

    1.

    Please
    balance your preliminary revenue and operating income figures by including disclosures regarding your costs and expenses for the
    same periods. Discuss whether the presented financial measures are consistent with trends discussed elsewhere in your prospectus.
    Clarify why you can provide only partial and preliminary information at this time.

    RESPONSE:
    The
    Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement to include disclosure regarding
    our costs and expenses for the same periods and a discussion on the consistency of the presented financial measures with trends discussed
    elsewhere in our prospectus. We have also clarified why we can provide only partial and preliminary information at this time. These
    revisions and clarifications appear on page 6 of the Registration Statement.

Certain
Relationships and Related Party Transactions, page 96

    2.

    Please
    revise to ensure the information in this section is presented as of the date of the prospectus. Refer to Item 404 of Regulation S-K..

    RESPONSE:
    The
    Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement to ensure the information
    in this section is presented as of the date of the prospectus. This revision appears on page 96 of the Registration Statement.

Security
Ownership of Certain Beneficial Owners and Management, page 97

    3.

    Please
    revise to disclose the natural persons with investment and voting control over RMH Consultants, Inc.

    RESPONSE:
    The
    Company respectfully acknowledges the Staff’s comment and refers the Staff to footnote 8 of the table on page 97 which discloses
    Robert Appel as the natural person with investment and voting control of RMH Consultants, Inc.

General

    4.
    We
                                            note that “[u]nder ED’s rules effective July 1, 2024, an institution must certify
                                            that its programs satisfy the applicable educational requirements for professional licensure
                                            or if no determination certification needed to practice or find employment in an occupation
                                            for such which the program prepares a student in the state has been made in which the school
                                            or where a student is located or intends to seek employment (which, although our current
                                            students are located in California, could be a state other than California and could require
                                            us to refrain from enrolling students in a state if our program does not satisfy the applicable
                                            educational requirements in the state).” As it appears these rules currently are in
                                            effect, please disclose whether your institutions meet such requirements.

    We
    also note that “[m]any states and professional associations require professional programs to be accredited and that “ED
    requires an institution to hold programmatic accreditation for an educational program if required by a state or federal agency (including
    as a condition of employment in the occupation for which the institutional program prepares the students).” We further note
    that the “veterinary technology program at CCC” and “Integrity’s Registered Nurse to Bachelor of Science
    in Nursing” are programmatically accredited or pre-accredited. Please clarify which of your institution’s

    programs
    are not accredited and the resultant consequences to your business.

    RESPONSE:
    The
    Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement to provide additional
    disclosure regarding our institutions satisfaction of the applicable educational requirements for professional licensure or
    certification. In addition, we have revised the Registration Statement to clarify the accreditation status of each of our
    institution’s programs. These revisions appear on page 12 page 13 and page 70 of the Registration Statement.

    Sincerely,

    Legacy
    Education Inc.

    /s/
    LeeAnn Rohmann

    By:
    LeeAnn
    Rohmann

    Title:
    Chief
    Executive Officer