Correspondence 0001213900-23-006453 from Lucy Scientific Discovery, Inc. (LSDIF) (CIK 0001865127)

Lucy Scientific Discovery, Inc. (LSDIF) (CIK 0001865127)
Date: Jan. 31, 2023 · CIK: 0001865127 · Accession: 0001213900-23-006453

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File numbers found in text: 333-262296

Date

Jan. 31, 2023

Author

Not clearly detected

Form

CORRESP

Company

Lucy Scientific Discovery, Inc. (LSDIF) (CIK 0001865127)

Letter

Lucy Scientific Discovery Inc.

301-1321 Blanshard Street

Victoria, British Columbia V8W 0B6 Canada

January 31, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

F Street, N.E.

Washington, D.C. 20549-3720

Attention: Kristin Lochhead, Terence O’Brien, Ada D. Samerento and Jeffery Gabor

Re: Lucy Scientific Discovery Inc.

Registration Statement on Form S-1

SEC File No. 333-262296

Filed January 21, 2022, as amended March 4, 2022, November 14, 2022, December 5, 2022, December 15, 2022, January 9, 2023, January 18, 2023, January 23, 2023 and January 31, 2023

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Lucy Scientific Discovery Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-262296) (the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 5:00 PM, eastern time, on Thursday, February 2, 2023, or as soon thereafter as is practicable, or at such other time thereafter as our counsel, Troutman Pepper Hamilton Sanders LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Troutman Pepper Hamilton Sanders LLP, by calling Joseph Walsh at (212) 704-6030.

Please direct any questions or comments concerning this request to Joseph Walsh of Troutman Pepper Hamilton Sanders LLP at (212) 704-6030.

LUCY SCIENTIFIC DISCOVERY INC.

By: /s/ Christopher McElvany

Name: Christopher McElvany

Title: President and Chief Executive Officer

Cc: Andrew Hulsh, Troutman Pepper Hamilton Sanders LLP

Joseph Walsh, Troutman Pepper Hamilton Sanders LLP

Andrew M. Tucker, Nelson Mullins Riley & Scarborough LLP

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CORRESP
1
filename1.htm

Lucy
Scientific Discovery Inc.

301-1321
Blanshard Street

Victoria, British Columbia V8W 0B6 Canada

January
31, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549-3720

Attention:
Kristin Lochhead, Terence O’Brien, Ada D. Samerento and Jeffery Gabor

    Re:
    Lucy
    Scientific Discovery Inc.

Registration
Statement on Form S-1

SEC File No. 333-262296

Filed January 21, 2022, as amended March 4, 2022, November 14, 2022, December 5, 2022, December 15, 2022, January 9, 2023, January 18,
2023, January 23, 2023 and January 31, 2023

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Lucy Scientific
Discovery Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration
Statement on Form S-1 (File No. 333-262296) (the “Registration Statement”) be accelerated so that the
Registration Statement will become effective at 5:00 PM, eastern time, on Thursday, February 2, 2023, or as soon thereafter as is
practicable, or at such other time thereafter as our counsel, Troutman Pepper Hamilton Sanders LLP, may request by telephone. Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Troutman Pepper Hamilton
Sanders LLP, by calling Joseph Walsh at (212) 704-6030.

Please
direct any questions or comments concerning this request to Joseph Walsh of Troutman Pepper Hamilton Sanders LLP at (212) 704-6030.

    LUCY
    SCIENTIFIC DISCOVERY INC.

    By:
    /s/
    Christopher McElvany

    Name:
    Christopher McElvany

    Title:
      President and Chief Executive Officer

Cc: Andrew
Hulsh, Troutman Pepper Hamilton Sanders LLP

Joseph
Walsh, Troutman Pepper Hamilton Sanders LLP

Andrew
M. Tucker, Nelson Mullins Riley & Scarborough LLP

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