SecProbe.io

CORRESP
 1
 filename1.htm

 Amesite,
Inc.

 607
Shelby Street, Suite 700 PMB 214

 Detroit,
MI 48226

 May
26, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Edwin Kim

 Re:
 Amesite Inc.

 Registration Statement on Form S-1

 Filed May 12, 2026

 File No. 333-295814

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Amesite Inc. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Standard Time, on Thursday, May 28, 2026, or as soon thereafter as possible.

 Please
notify Sean F. Reid of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

 AMESITE, INC.

 By:
 /s/
 Ann Marie Sastry

 Name:
 Ann Marie Sastry, Ph.D.

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2026

Ann Marie Sastry, Ph.D.
Chief Executive Officer
Amesite Inc.
607 Shelby Street
Suite 700 PMB 214
Detroit, MI 48226

 Re: Amesite Inc.
 Registration Statement on Form S-1
 Filed May 12, 2026
 File No. 333-295814
Dear Ann Marie Sastry, Ph.D.:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Edwin Kim at 202-551-3297 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Sean F. Reid, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Amesite, Inc.

607 Shelby Street, Suite 700 PMB 214

Detroit, MI 48226

    December 17, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alexandra Barone

    Re:
    Amesite, Inc.

    Registration Statement on Form S-3

    Filed November 5, 2024

    File No. 333-282999

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Amesite, Inc. (the “Company”) respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:30
p.m., Eastern Standard Time, on Wednesday, December 18, 2024, or as soon thereafter as possible.

Please notify Sean F. Reid of
Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

    AMESITE, INC.

    By:
    /s/ Ann Marie Sastry

    Name:
    Ann Marie Sastry, Ph.D.

    Title:
    Chief Executive Officer

November 7, 2024
Ann Marie Sastry, Ph.D.
Chief Executive Officer
Amesite Inc.
607 Shelby Street
Suite 700 PMB 214
Detroit, MI 48226
Re:Amesite Inc.
Registration Statement on Form S-3
Filed November 5, 2024
File No. 333-282999
Dear Ann Marie Sastry Ph.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone at 202-551-8816 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Richard A. Friedman, Esq.

CORRESP
1
filename1.htm

Amesite, Inc.

607 Shelby Street, Suite 700 PMB 214

Detroit, MI 48226

    May 12, 2023

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mariam Mansaray

 Re: Amesite,
                                            Inc.

    Registration
                                            Statement on Form S-1

    August
                                            16, 2021

    File
                                            No. 333-270512

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Amesite, Inc. (the “Company”) respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00
p.m., Eastern Standard Time, on Monday, May 15, 2023, or as soon thereafter as possible.

Please notify Sean F. Reid
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to the time the
Registration Statement has been declared effective pursuant to this acceleration request.

    AMESITE, INC.

    By:
    /s/ Ann Marie Sastry

    Name:
    Ann Marie Sastry, Ph.D.

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

  Sheppard, Mullin, Richter & Hampton LLP

                         30 Rockefeller Plaza

                         New York, New York 10112-0015

                         212.653.8700 main

                         212.653.8701 fax

                         www.sheppardmullin.com

  May 8, 2023

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Mariam Mansaray

 Re: Amesite Inc.

Amendment No. 1 to Form S-1

Filed April 18, 2023

File No. 333-270512

Dear Ms. Mansaray:

This letter sets forth the
responses of Amesite Inc., a Delaware corporation (the “Company”), to the comments received from the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on May 5, 2023 concerning Amendment No. 1 to the
Company’s Registration Statement on Form S-1 (File No. 333-270512) filed with the Commission on April 18, 2023 (the “Registration
Statement”).

References in the text of
the responses herein to captions and page numbers refer to Amendment No. 2 to the Form S-1 (the “Amended Registration Statement”),
which is being filed herewith.

Amendment No. 1 to Form S-1 filed April 28, 2023

Selling Stockholders, page 12

 1. We note your revised disclosure in response to our prior Comment One. FINRA’s broker-dealer database identifies Mr. Garlikov
as a broker-dealer. Please confirm the status of Mr. Garlikov and revise the disclosure accordingly.

Response:

In response to the Staff’s comment,
the Company has revised its disclosure on page 13 of the Amended Registration Statement to identify Mr. Garlikov as a registered broker-dealer.
In addition, the Company has updated its disclosure with respect to such selling stockholder to indicate that such securities were acquired
in the ordinary course of its business and that, at the time of such acquisition, it did not have any arrangements or understandings,
directly or indirectly, with any person to distribute the securities.

Incorporate of Documents by Reference,
page 20

 2. We note your revised disclosure in response to prior Comment Two and reissue our comment in part. Please revise to specifically incorporate
by reference your current report on Form 8-K filed March 10, 2023

Response:

In response to the Staff’s comment,
the Company has revised its disclosure on page 20 to incorporate the referenced filing by reference.

If you have any questions
relating to any of the foregoing, please contact Sean F. Reid of Sheppard, Mullin, Richter & Hampton LLP at (212) 896-0610.

    Very truly yours,

    /s/ Sean F. Reid

    Sean F. Reid

    Sheppard, Mullin, Richter & Hampton LLP

    cc: Ann Marie Sastry, CEO

United States securities and exchange commission logo
May 5, 2023
Ann Marie Sastry
Chief Executive Officer
Amesite Inc.
607 Shelby Street, Suite 700 PMB 214
Detroit, MI 48226
Re:Amesite Inc.
Amendment No. 1 to Form S-1
Filed April 28, 2023
File No. 333-270512
Dear Ann Marie Sastry:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 27, 2023 letter.
Amendment No. 1 to Form S-1 filed April 28, 2023
Selling Stockholders, page 12
1.We note your revised disclosure in response to prior Comment One. FINRA's broker-
dealer database identifies Mr. Garlikov as a broker-dealer. Please confirm the status of
Mr. Garlikov and revise the disclosure accordingly.
Incorporate of Documents by Reference, page 20
2.We note your revised disclosure in response to prior Comment Two and reissue our
comment in part. Please revise to specifically incorporate by reference your current report
on Form 8-K filed March 10, 2023.

 FirstName LastNameAnn Marie  Sastry
 Comapany NameAmesite Inc.
 May 5, 2023 Page 2
 FirstName LastName
Ann Marie  Sastry
Amesite Inc.
May 5, 2023
Page 2
            Please contact Mariam Mansaray, Staff Attorney at 202-551-6356 or Matthew Crispino,
Staff Attorney at 202-551-3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard A. Friedman, Esq.

CORRESP
1
filename1.htm

  Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112-0015

212.653.8700 main

212.653.8701 fax

www.sheppardmullin.com

April 28, 2023

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Mariam Mansaray

 Re: Amesite Inc.

Registration Statement on Form S-1

Filed March 14, 2023

File No. 333-270512

Dear Ms. Mansaray:

This letter sets forth the
responses of Amesite Inc., a Delaware corporation (the “Company”), to the comments received from the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on March 27, 2023 concerning the Company’s
Registration Statement on Form S-1 (File No. 333-270512) filed with the Commission on March 14, 2023 (the “Registration Statement”).

References in the text of
the responses herein to captions and page numbers refer to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the
“Amended Registration Statement”), which is being filed herewith.

Form S-1 filed March 14, 2023

Plan of Distribution, page 13

 1. Please identify any selling stockholder that is a registered
broker-dealer or an affiliate of a broker-dealer. Please note that a registration statement registering the resale of shares being offered
by a broker-dealer must identify the broker-dealer as an underwriter if the shares were not issued as underwriting compensation. For
a selling stockholder that is an affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller purchased the
securities in the ordinary course of business; and (2) at the time of purchase of the securities you are registering for resale, the
seller had no agreements or understandings, directly or indirectly, with any person, to distribute the securities. If you are unable
to make these statements in the prospectus, please disclose that the selling stockholder is an underwriter.

Response:

In response to the Staff’s comment,
the Company has revised its disclosure on page 13 of the Amended Registration Statement to identify any selling stockholder that is a
registered broker-dealer or an affiliate of a broker-dealer. In addition, the Company has updated its disclosure with respect to such
selling stockholder to indicate that such securities were acquired in the ordinary course of its business and that, at the time of such
acquisition, it did not have any arrangements or understandings, directly or indirectly, with any person to distribute the securities.

Incorporate of Documents by Reference,
page 20

 2. Please revise to specifically incorporate by reference by
reference your current report on Form 8-K filed on December 14, 2022 and March 10, 2023. Please also incorporate by reference your Definitive
Proxy Statement on Schedule 14A filed on January 23, 2023 or provide us with your analysis explaining why incorporating those filings
is not required. Refer to Item 12(a) of Form S-1 for guidance.

Response:

In response to the Staff’s comment,
the Company has revised its disclosure on page 20 to incorporate the referenced filings by reference.

If you have any questions
relating to any of the foregoing, please contact Sean F. Reid of Sheppard, Mullin, Richter & Hampton LLP at (212) 896-0610.

    Very truly yours,

    /s/ Sean F. Reid

    Sean F. Reid

    Sheppard, Mullin, Richter & Hampton LLP

    cc: Ann Marie Sastry, CEO

United States securities and exchange commission logo
March 27, 2023
Ann Marie Sastry
Chief Executive Officer
Amesite Inc.
607 Shelby Street, Suite 700 PMB 214
Detroit, MI 48226
Re:Amesite Inc.
Registration Statement on Form S-1
Filed March 14, 2023
File No. 333-270512
Dear Ann Marie Sastry:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed March 14, 2023
Plan of Distribution, page 13
1.Please identify any selling stockholder that is a registered broker-dealer or an affiliate of a
broker-dealer. Please note that a registration statement registering the resale of shares
being offered by a broker-dealer must identify the broker-dealer as an underwriter if the
shares were not issued as underwriting compensation. For a selling stockholder that is an
affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller
purchased the securities in the ordinary course of business; and (2) at the time of purchase
of the securities you are registering for resale, the seller had no agreements or
understandings, directly or indirectly, with any person, to distribute the securities. If you
are unable to make these statements in the prospectus, please disclose that the selling
stockholder is an underwriter.

 FirstName LastNameAnn Marie  Sastry
 Comapany NameAmesite Inc.
 March 27, 2023 Page 2
 FirstName LastName
Ann Marie  Sastry
Amesite Inc.
March 27, 2023
Page 2
Incorporate of Documents by Reference, page 20
2.Please revise to specifically incorporate by reference your current reports on Form 8-K
filed on December 14, 2022 and March 10, 2023. Please also incorporate by reference
your Definitive Proxy Statement on Schedule 14A filed on January 23, 2023 or provide us
with your analysis explaining why incorporating these filings is not required. Refer to
Item 12(a)(2) of Form S-1 for guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mariam Mansaray, Staff Attorney at 202-551-6356 or Matthew Crispino,
Staff Attorney at 202-551-3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard A. Friedman, Esq.

United States securities and exchange commission logo
November 3, 2021
Ann Marie Sastry
Chief Executive Officer
Amesite Inc.
607 Shelby Street, Suite 700 PMB 214
Detroit, MI 48226
Re:Amesite Inc.
Registration Statement on Form S-3
Filed November 1, 2021
File No. 333-260666
Dear Ms. Sastry:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Seth A. Lemings

CORRESP
1
filename1.htm

Amesite Inc.

607 Shelby Street, Suite 700 PMB 214

Detroit, MI 48226

    November 3, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Priscilla Dao

    Re:
    Amesite Inc.

    Registration Statement on Form S-3

    Filed November 1, 2021

    File No. 333-260666

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Amesite Inc. (the “Company”) respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:30
p.m., Eastern Standard Time, on Friday November 5, 2021, or as soon thereafter as possible.

Please notify Sean F. Reid
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to the time the
Registration Statement has been declared effective pursuant to this acceleration request.

    AMESITE INC.

    By:
    /s/ Ann Marie Sastry, Ph.D.

    Name:
    Ann Marie Sastry, Ph.D.

    Title:
    Chief Executive Officer, President and Chairman of the Board

CORRESP
1
filename1.htm

Amesite, Inc.

607 Shelby Street, Suite 700 PMB 214

Detroit, MI 48226

    October 13, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Matthew Crispino

    Re:
    Amesite, Inc.

    Registration Statement on Form S-1

    August 16, 2021

    Amendment No. 1 to Registration Statement on Form S-1

    Filed October 12, 2021

    File No. 333-258857

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Amesite, Inc. (the “Company”) respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00
p.m., Eastern Standard Time, on Friday October 15, 2021, or as soon thereafter as possible.

Please notify Sean F. Reid
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to the time the
Registration Statement has been declared effective pursuant to this acceleration request.

    AMESITE, INC.

    By:
    /s/ Ann Marie Sastry

    Name:
     Ann Marie Sastry, Ph.D.

    Title:
    Chief Executive Officer

    -1-

United States securities and exchange commission logo
August 24, 2021
Ann Marie Sastry
Chief Executive Officer
Amesite Inc.
607 Shelby Street, Suite 700 PMB 214
Detroit, MI 48226
Re:Amesite Inc.
Registration Statement on Form S-1
Filed August 16, 2021
File No. 333-258857
Dear Ms. Sastry:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sean Reid

CORRESP
1
filename1.htm

September 22, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Amesite Operating Company (CIK: 0001807166)

    Registration Statement No. 333-248001 on Form S-1 (the “Registration Statement”)

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 (the “Securities
Act”), Laidlaw & Company (UK) Ltd., as representative of the underwriters, hereby requests acceleration of the effective
date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time, September 24, 2020,
or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that we, acting on behalf of the several underwriters, will distribute as many electronic copies of the proposed
form of preliminary prospectus as appears to be reasonable to secure adequate distribution.

    By:
     LAIDLAW & COMPANY (UK) LTD.

    By:
    /s/ Hugh Regan

    Name:
     Hugh Regan

    Title:
    Executive Director

CORRESP
1
filename1.htm

Amesite Inc.

607 Shelby Street, Suite 700 PMB 214

Detroit, MI 48226

September 22, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Edwin Kim

    Re:
    Amesite Inc. (f/k/a Amesite Operating Company)

Registration Statement on Form S-1, as amended

File No. 333-248001

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Amesite Inc.
(f/k/a Amesite Operating Company) (the “Company”) respectfully requests that the effective date of the registration
statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Thursday, September
24, 2020, or as soon thereafter as possible.

Please notify Richard
Friedman of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as
to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Respectfully submitted,

    AMESITE INC.

(f/k/a Amesite Operating Company)

    By:
    /s/ Ann Marie Sastry, Ph.D.

    Name:
    Ann Marie Sastry, Ph.D.

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
June 25, 2020
Ann Marie Sastry, Ph.D
Chief Executive Officer
Amesite Operating Company
607 Shelby Street, Suite 700 PMB 214
Detroit, MI 48226
Re:Amesite Operating Company
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted June 22, 2020
CIK No. 0001807166
Dear Dr. Sastry:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  References to our prior comments refer to our letter dated June 15, 2020.
Amendment No. 2 to Draft Registration Statement on Form S-1
Prospectus Summary
Corporate Reorganization, page 4
1.In response to prior comment 1, you have revised your disclosure to clarify that the
company will be substantially similar to Amesite Parent after the Reorganization
other than the removal of the holding company structure and addition of a federal
exclusive forum provision to the certificate of incorporation.  Please clarify in your
"Reasons for the Reorganization" discussion the extent to which the factors discussed will
remain the same after the Reorganization.  For example, we note that, like Amesite Parent,
the company has no trading market, will have approximately the same number of
shareholders as Amesite Parent, will have substantially the same corporate

 FirstName LastNameAnn Marie Sastry, Ph.D
 Comapany NameAmesite Operating Company
 June 25, 2020 Page 2
 FirstName LastName
Ann Marie Sastry, Ph.D
Amesite Operating Company
June 25, 2020
Page 2
governance, and that you intend to register the company's shares under Section 12 of the
Exchange Act.  As another example, it is not clear why the Reorganization facilitates
undertaking an initial public offering and listing on a national securities exchange
compared to the existing corporate structure and corporate governance of Amesite Parent.
Please clarify your disclosure.  In addition, disclose whether the Reorganization is
conditioned on the consummation of the offering.
The Offering, page 6
2.Please clarify that the amount of shares outstanding after the offering includes the shares
issuable upon conversion of the convertible notes recently issued by Amesite Parent.
Capitalization, page 23
3.Please revise to disclose the impact on pro forma equity and earnings per share for the
promissory notes that will be converted into common stock upon consummation of the
Reorganization and completion of this offering.
General
4.You disclose on page II-3 that the shares to be issued in connection with the
Reorganization are exempt from registration under Section 4(a)(2) of the Securities Act or
Rule 506 of Regulation D.  In  your response letter, please provide your analysis of why
you believe the exemption you are relying upon is available.  For example, address the
number and nature of the persons who will be issued shares.  In this regard, you disclose
on page 4 that Amesite Parent's common stock is currently held by approximately 149
holders and that the Reorganization is subject to the approval of the stockholders of
Amesite Parent.
            You may contact David Edgar, Staff Accountant, at (202) 551-3459 or Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments on the
financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at (202) 551-
3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Friedman, Esq.

United States securities and exchange commission logo
June 15, 2020
Ann Marie Sastry, Ph.D
Chief Executive Officer
Amesite Operating Company
607 Shelby St., Ste. 700 PMB 214
Detroit, MI 48226
Re:Amesite Operating Company
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 1, 2020
CIK No. 0001807166
Dear Dr. Sastry:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  References to our prior comments refer to our letter dated May 11, 2020.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your response to prior comment 2 regarding your reorganization transaction that
will occur prior to your initial public offering.  Please explain in plain English the purpose
and effect of the reorganization.  For example, it appears that the reorganization is
designed to collapse the holding company structure.  It is still, however, unclear as to
whether there are any material differences in shareholders' rights or number of shares
outstanding between the current Amesite, Inc. (i.e. Amesite Parent) and Amesite
Operating Company upon the close of the reorganization and its initial public offering.
Please describe such differences either here or in your Description of Capital Stock.

 FirstName LastNameAnn Marie Sastry, Ph.D
 Comapany NameAmesite Operating Company
 June 15, 2020 Page 2
 FirstName LastName
Ann Marie Sastry, Ph.D
Amesite Operating Company
June 15, 2020
Page 2
Risk Factors
Our certificate of incorporation provides that the Court of Chancery of the State of Delaware ...,
page 19
2.You reference on pages 19 and 53 that your certificate will have a provision that grants
exclusive jurisdiction to federal courts for claims under the Securities Act.  Section 22 of
the Securities Act grants concurrent jurisdiction for both federal and state courts to hear
claims under the Securities Act.  Please revise to clarify the enforceability of this portion
of your exclusive jurisdiction provision.
Capitalization, page 23
3.You disclose in note (1) that pro forma loss per share after giving effect to the
reorganization was ($.19) and ($.16) for the nine month periods ended March 31, 2020
and 2019, respectively.  Please revise to disclose the pro forma weighted average shares
used in your calculations of pro forma loss per share.
Management's Discussion and Analysis of Financial Condition and Plan of Operations
Financial Position, Liquidity, and Capital Resources, page 31
4.Please describe the conversion rate or formula for the convertible promissory notes that
are convertible into common stock.  Disclose the anticipated amount of common stock the
noteholders will receive upon conversion at the close of the reorganization transaction and
close of your offering.  Identify the noteholders if they are affiliates or will become
principal stockholders at the close of your offering and would require disclosure under
Item 403 of Regulation S-K.
            You may contact David Edgar, Staff Accountant, at (202) 551-3459 or Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments on the
financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at (202) 551-
3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Friedman, Esq.

United States securities and exchange commission logo
May 11, 2020
Ann Marie Sastry, Ph.D
Chief Executive Officer
Amesite Operating Company
205 East Washington Street, Suite B
Ann Arbor, MI 48104
Re:Amesite Operating Company
Draft Registration Statement on Form S-1
Submitted April 14, 2020
CIK No. 0001807166
Dear Dr. Sastry:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Propectus Summary, page 1
1.Please provide prominent disclosure that the current Amesite, Inc. (“Amesite Parent”) no
longer has a class of securities publicly registered or a public reporting obligation, as it
filed a Form 15 on February 18, 2020 to terminate its registration under Section 12(g) of
the Securities Exchange Act of 1934.  Further, please clarify the subsequent current
reports filed on Form 8-K by Amesite, Inc. were filed voluntarily.

 FirstName LastNameAnn Marie Sastry, Ph.D
 Comapany NameAmesite Operating Company
 May 11, 2020 Page 2
 FirstName LastName
Ann Marie Sastry, Ph.D
Amesite Operating Company
May 11, 2020
Page 2
2.Please provide a more detailed description of your reorganization transaction and describe
the material terms of the underlying Agreement and Plan of Merger and Reorganization.
In particular, please clarify the purpose and effect of the reorganization, including why
you chose to deregister the common stock of Amesite Parent and whether there will be
any change in stockholders' rights or number of shares outstanding.
Risk Factors
We are an "emerging growth company" and will be able to avail ourselves of reduced disclosure
requirements..., page 16
3.You state that you "intend" to take advantage of the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards.  Please revise to clearly indicate, if true, that you have elected to take advantage
of this extended transition period and also disclose that your financial statements may not
be comparable to companies that comply with public company effective dates.
Capitalization, page 22
4.Please explain to us, and revise your disclosures as necessary to clarify, how the
company's capitalization will be impacted by the Reorganization.  Also,tell us whether
you considered including pro forma equity and per share information on the face of the
historical financial statements to reflect the impact of the Reorganization but not the
offering.
Business, page 28
5.We note that you have generated revenue of $14,920 for the fiscal year ended June 30,
2019 and much of your business section appears to discuss products and services that you
will develop in the future.  Please clarify the existing products and services that are
currently available in the marketplace and generating revenue.  For example, your website
references six online classes, six professional certification classes, and two lifestyle
classes available.  For products, services, or features that are not yet available or still
under development, such as your blockchain solutions, please indicate that these products
are not yet generating revenue or available for purchase.  Similarly, please clarify whether
your current customers encompass businesses, universities and colleges and K-12 schools,
or whether they represent the markets you are targeting.
Executive Officer and Director Compensation, page 42
6.Your disclosure on pages 42 and 43 indicates that your sole named executive officer, Dr.
Sastry, did not receive any equity awards in either fiscal year 2018 or 2019, and your non-
employee directors did not receive any compensation for director services in fiscal year
2019.  We note, however, that your executive officers and directors were eligible for
equity awards under your 2018 Equity Incentive Plan and according to pages F-12 to F-
13, equity awards were issued in fiscal year 2019.  Please confirm your CEO Dr. Sastry

 FirstName LastNameAnn Marie Sastry, Ph.D
 Comapany NameAmesite Operating Company
 May 11, 2020 Page 3
 FirstName LastName
Ann Marie Sastry, Ph.D
Amesite Operating Company
May 11, 2020
Page 3
and your directors did not receive any equity awards in fiscal year 2019 or revise
accordingly.  Further, please clarify whether any of your non-employee directors were
compensated in fiscal year 2019 pursuant to a consulting agreement for services.  We note
that the Form 10-K for the Amesite, Inc. filed on September 30, 2019 refers to a
consulting agreement for your director Richard Ogawa, but you have not disclosed this
agreement as a related party transaction.
Underwriting, page 60
7.Please identify your underwriter in your next amendment.
8.Please clarify which “holders” of your common stock are subject to the lock-up
agreement.  For example, please clarify whether or not non-affiliated current stockholders
of Amesite, Inc. common stock would be subject to the lock-up agreement after they
receive their Amesite Operating Company shares as part of the reorganization.
Financial Statements
Note 2 - Significant Accounting Policies
Revenue Recognition, page F-8
9.Your policy appears to reflect the adoption of ASC 606 however, we note that this
guidance was not in effect for the periods presented.  Please revise to include a discussion
of ASC 605, which is the revenue recognition policy that applies to the audited financial
statements included in the filing.
Recent Sales of Unregistered Securities, page II-2
10.Please revise this section to include sales of unregistered securities for Amesite Parent for
the past three fiscal years.  We note, for example, references on pages F-11 through F-14
of private sales, shares issued in exchange for services and consulting services, and a
private placement offering in 2019.  In addition, disclose the exemption from registration
you are relying upon for the issuance of the company's shares in the reorganization.
            You may contact David Edgar, Staff Accountant, at (202) 551-3459 or Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at (202)
551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard Friedman, Esq.