Correspondence 0001493152-24-037635 from Legacy Education Inc. (LGCY) (CIK 0001836754) (LGCY)
Legacy Education Inc. (LGCY) (CIK 0001836754)
Date: Sept. 20, 2024 · CIK: 0001836754 · Accession: 0001493152-24-037635
AI Filing Summary & Sentiment
File numbers found in text: 333-281586
Referenced dates: September 20, 2024
Letter
VIA EDGAR United States Securities and Exchange Commission Attention: Legacy Education Inc. Amendments No. 1 and 2 to Registration Statement on Form S-1 Filed September 11, 2024 and September 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 20, 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.
Amendment No. 1 to Form S-1 Filed on September 11, 2024
Capitalization, page 45
1.
As adjusted additional paid-in capital does not reflect offering expenses. Please revise or advise why the amount presented is correct.
RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement to reflect offering expenses in the as adjusted additional paid-in capital. This revision appears on page 45 of the Registration Statement.
Additionally, please note the Company has also updated the number of shares of common stock and options outstanding prior to the offering. The changes to these amounts result from the rounding up of fractional shares issued as a result of the reverse stock split.
Sincerely,
Legacy
Education Inc.
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LEGACY
EDUCATION INC.
701
W Avenue K Suite 123
Lancaster,
CA 93534
September
20, 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.
Amendments
No. 1 and 2 to Registration Statement on Form S-1
Filed
September 11, 2024 and September 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 20, 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.
Amendment
No. 1 to Form S-1 Filed on September 11, 2024
Capitalization,
page 45
1.
As
adjusted additional paid-in capital does not reflect offering expenses. Please revise or advise why the amount presented is correct.
RESPONSE:
The
Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement to reflect offering expenses
in the as adjusted additional paid-in capital. This revision appears on page 45 of the Registration Statement.
Additionally, please note the Company has also updated
the number of shares of common stock and options outstanding prior to the offering. The changes to these amounts result from the
rounding up of fractional shares issued as a result of the reverse stock split.
Sincerely,
Legacy
Education Inc.
/s/
LeeAnn Rohmann
By:
LeeAnn
Rohmann
Title:
Chief
Executive Officer