Correspondence 0001213900-23-007348 from Lucy Scientific Discovery, Inc. (LSDIF) (CIK 0001865127)
Lucy Scientific Discovery, Inc. (LSDIF) (CIK 0001865127)
Date: Feb. 2, 2023 · CIK: 0001865127 · Accession: 0001213900-23-007348
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File numbers found in text: 333-262296
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CORRESP
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Lucy
Scientific Discovery Inc.
301-1321
Blanshard Street
Victoria, British Columbia V8W 0B6 Canada
February 2, 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:
Reference
is made to two letters, each filed as correspondence via EDGAR on January 31, 2023, in which both we and the underwriter requested the
acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-262296) for
February 2, 2023, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act
of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally
withdraw both our and the underwriter’s requests for acceleration of the effective date.
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