Correspondence 0001493152-24-037862 from Legacy Education Inc. (LGCY) (CIK 0001836754) (LGCY)
Legacy Education Inc. (LGCY) (CIK 0001836754)
Date: Sept. 23, 2024 · CIK: 0001836754 · Accession: 0001493152-24-037862
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File numbers found in text: 333-281586
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CORRESP
1
filename1.htm
September
23, 2024
VIA
EDGAR
United
States Securities and Exchange Commission
100
F. Street, NE
Washington,
DC 20549
Attn:
Scott
Anderegg
Lilyanna
Peyser
Scott
Stringer
Adam
Phippen
Re:
Legacy Education Inc.
Registration
Statement on Form S-1, as amended
File
No. 333-281586
Ladies
and gentlemen:
Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Northland Capital Markets Inc., as underwriter, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:30 p.m., Eastern Time, on September 25, 2024, or as soon thereafter as practicable, or
at such later time as the Company or its counsel may request via telephone call to the staff.
Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many “E-red” copies of the Preliminary
Prospectus as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.
The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.
Thank you,
NORTHLAND CAPITAL MARKETS, INC.
By:
/s/
Fred Johnson
Name:
Fred Johnson
Title:
Managing Director