SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 9, 2025

Lynn Kirkpatrick
Chief Executive Officer
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, CA 92037

 Re: Ensysce Biosciences, Inc.
 Registration Statement on Form S-3
 Filed May 2, 2025
 File No. 333-286943
Dear Lynn Kirkpatrick:

 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 Lauren Hamill at 303-844-1008 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Gregory Rubis
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Ensysce
Biosciences, Inc.

 7946
Ivanhoe Avenue, Suite 201

 La
Jolla, California 92037

 May
9, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
Lauren Sprague Hamill, Esq.

 Re:
 Ensysce
 Biosciences, Inc.

 Registration
 Statement on Form S-3

 SEC
 File No. 333-286943

 Filed
 May 2, 2025

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:00 PM, Eastern Time, on
May 9, 2025, or as soon thereafter as is practicable, or at such other time thereafter as our counsel, Troutman Pepper Locke LLP, may
request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Troutman Pepper Locke LLP, by calling Eric D. Kline at (412) 454-5046 or Gregory Rubis at (609) 951-4105.

 Please
direct any questions or comments concerning this request to Eric Kline or Gregory Rubis.

 ENSYSCE
 BIOSCIENCES, Inc.

 By:

 /s/
 Lynn Kirkpatrick

 Name:
 Dr.
 Lynn Kirkpatrick

 Title:
 President
 and Chief Executive Officer

 cc:

 Eric
 D. Kline, Troutman Pepper Locke LLP

 Gregory
 Rubis, Troutman Pepper Locke LLP

CORRESP
 1
 filename1.htm

 Ensysce
Biosciences, Inc.

 7946
Ivanhoe Avenue, Suite 201

 La
Jolla, California 92037

 April
23, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
Tyler Howes, Esq.

 Re:
 Ensysce
 Biosciences, Inc.

 Registration
 Statement on Form S-3

 SEC
 File No. 333-286580

 Filed
 April 16, 2025

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the " Company ") hereby requests that the effective date of the Company's Registration Statement on Form S-3
(File No. 333-286580) (the " Registration Statement ") be accelerated to 1:00 PM, Eastern Time, on April 23, 2025, or
as soon thereafter as is practicable, or at such other time thereafter as our counsel, Troutman Pepper Locke LLP, may request by telephone.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Troutman Pepper Locke
LLP, by calling Eric D. Kline at (412) 454-5046 or Gregory Rubis at (609) 951-4105.

 The
Company hereby withdraws its earlier acceleration request dated and filed April 22, 2025 with respect to the Registration Statement.

 Please
direct any questions or comments concerning this request to Eric Kline or Gregory Rubis.

 ENSYSCE
 BIOSCIENCES, Inc.

 By:

 /s/
 Lynn Kirkpatrick

 Name:
 Dr.
 Lynn Kirkpatrick

 Title:
 President
 and Chief Executive Officer

 cc:

 Eric
 D. Kline, Troutman Pepper Locke LLP

 Gregory
 Rubis, Troutman Pepper Locke LLP

CORRESP
 1
 filename1.htm

 Ensysce
Biosciences, Inc.

 7946
Ivanhoe Avenue, Suite 201

 La
Jolla, California 92037

 April
22, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
Tyler Howes, Esq.

 Re:
 Ensysce
 Biosciences, Inc.

 Registration
Statement on Form S-3

 SEC
File No. 333-286584

 Filed
April 16, 2025

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the " Company ") hereby requests that the effective date of the Company's Registration Statement on Form S-3
(File No. 333-286584) (the " Registration Statement ") be accelerated to 4:00 PM, Eastern Time, on April 24, 2025, or
as soon thereafter as is practicable, or at such other time thereafter as our counsel, Troutman Pepper Locke LLP, may request by telephone.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Troutman Pepper Locke
LLP, by calling Eric D. Kline at (412) 454-5046 or Gregory Rubis at (609) 951-4105.

 Please
direct any questions or comments concerning this request to Eric Kline or Gregory Rubis.

 ENSYSCE
 BIOSCIENCES, Inc.

 By:

 /s/
 Lynn Kirkpatrick

 Name:
 Dr.
 Lynn Kirkpatrick

 Title:
 President
 and Chief Executive Officer

 cc:

 Eric
 D. Kline, Troutman Pepper Locke LLP

 Gregory
 Rubis, Troutman Pepper Locke LLP

CORRESP
 1
 filename1.htm

 Ensysce
Biosciences, Inc.

 7946
Ivanhoe Avenue, Suite 201

 La
Jolla, California 92037

 April
22, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
Tyler Howes, Esq.

 Re:
 Ensysce
 Biosciences, Inc.

 Registration
Statement on Form S-3

 SEC
File No. 333-286580

 Filed
April 16, 2025

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the " Company ") hereby requests that the effective date of the Company's Registration Statement on Form S-3
(File No. 333-286580) (the " Registration Statement ") be accelerated to 4:00 PM, Eastern Time, on April 24, 2025, or
as soon thereafter as is practicable, or at such other time thereafter as our counsel, Troutman Pepper Locke LLP, may request by telephone.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Troutman Pepper Locke
LLP, by calling Eric D. Kline at (412) 454-5046 or Gregory Rubis at (609) 951-4105.

 Please
direct any questions or comments concerning this request to Eric Kline or Gregory Rubis.

 ENSYSCE
 BIOSCIENCES, Inc.

 By:
 /s/
 Lynn Kirkpatrick

 Name:
 Dr. Lynn Kirkpatrick

 Title:
 President and Chief Executive
 Officer

 cc:
 Eric D. Kline, Troutman
 Pepper Locke LLP

 Gregory Rubis, Troutman
 Pepper Locke LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

Lynn Kirkpatrick
Chief Executive Officer
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, CA 92037

 Re: Ensysce Biosciences, Inc.
 Registration Statement on Form S-3
 Filed April 16, 2025
 File No. 333-286580
Dear Lynn Kirkpatrick:

 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 Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Gregory J. Rubis, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

Lynn Kirkpatrick
Chief Executive Officer
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, CA 92037

 Re: Ensysce Biosciences, Inc.
 Registration Statement on Form S-3
 Filed April 16, 2025
 File No. 333-286584
Dear Lynn Kirkpatrick:

 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 Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Gregory J. Rubis, Esq.
</TEXT>
</DOCUMENT>

October 15, 2024
Lynn Kirkpatrick
President, Chief Executive Officer & Director
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, CA 92037
Re:Ensysce Biosciences, Inc.
Registration Statement on Form S-3
Filed October 9, 2024
File No. 333-282563
Dear Lynn Kirkpatrick:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Gregory J. Rubis, Esq.

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

October
15, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Alan Campbell, Esq.

    Re:
    Ensysce
    Biosciences, Inc.

Registration
Statement on Form S-3

SEC
File No. 333-282563

Filed
October 9, 2024

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3
(File No. 333-282563) (the “Registration Statement”) be accelerated to 4:00 PM, Eastern Time, on October 17, 2024,
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 Eric D. Kline at (412) 454-5046 or Gregory Rubis at (609) 951-4105.

Please
direct any questions or comments concerning this request to Eric Kline or Gregory Rubis.

    ENSYSCE
    BIOSCIENCES, Inc.

    By:

    /s/
    Lynn Kirkpatrick

    Name:
    Dr.
    Lynn Kirkpatrick

    Title:
    President
    and Chief Executive Officer

    cc:

    Eric
    D. Kline, Troutman Pepper Hamilton Sanders LLP

    Gregory
    Rubis, Troutman Pepper Hamilton Sanders LLP

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

April
3, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Jessica Dickerson, Esq.

    Re:
    Ensysce
    Biosciences, Inc.

Registration
Statement on Form S-1

SEC
File No. 333-276537

Filed
January 17, 2024

Pre-Effective
Amendment No. 1 filed March 26, 2024

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1
(File No. 333-276537) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement
will become effective at 4:00 PM, Eastern Time, on April 5, 2024, 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 Eric D. Kline at (412)
454-5046 or Gregory Rubis at (609) 951-4105.

Please
direct any questions or comments concerning this request to Eric Kline or Gregory Rubis.

    ENSYSCE
    BIOSCIENCES, Inc.

    By:

    /s/
    Lynn Kirkpatrick

    Name:
    Dr.
    Lynn Kirkpatrick

    Title:
    President
    and Chief Executive Officer

    cc:

    Eric
    D. Kline, Troutman Pepper Hamilton Sanders LLP

    Gregory
    Rubis, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
January 22, 2024
Lynn Kirkpatrick, Ph.D.
Chief Executive Officer
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, CA 92037
Re:Ensysce Biosciences, Inc.
Registration Statement on Form S-1
Filed January 17, 2024
File No. 333-276537
Dear Lynn Kirkpatrick:
            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 Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gregory J. Rubis, Esq.

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

November
20, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Jason Drory, Esq.

    Re:
    Ensysce
    Biosciences, Inc.

Registration
Statement on Form S-1

SEC
File No. 333-275456

Filed
November 9, 2023

Pre-Effective
Amendment No. 1 filed November 17, 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, Ensysce Biosciences, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1
(File No. 333-275456) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement
will become effective at 4:00 PM, Eastern Time, on November 21, 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 Eric D. Kline at (412)
454-5046 or Gregory Rubis at (609) 951-4105.

Please
direct any questions or comments concerning this request to Eric Kline or Gregory Rubis.

    ENSYSCE
    BIOSCIENCES, Inc.

    By:

    /s/
    Lynn Kirkpatrick

    Name:
    Dr.
    Lynn Kirkpatrick

    Title:
    President
    and Chief Executive Officer

    Cc:

    Eric
    D. Kline, Troutman Pepper Hamilton Sanders LLP

    Gregory
    Rubis, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
November 17, 2023
Lynn Kirkpatrick
Chief Executive Officer
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, CA 92037
Re:Ensysce Biosciences, Inc.
Registration Statement of Form S-1
Filed November 9, 2023
File No. 333-275456
Dear Lynn Kirkpatrick:
            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 Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric D. Kline

CORRESP
1
filename1.htm

  May 9,
  2023

VIA
FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    Ensysce
    Bioscience, Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-271480) -

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis in an offering
pursuant to the registration statement on Form S-1 (333-271480) (the “Registration Statement”), hereby concurs in
the request by Ensysce Bioscience, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:00
P.M. Eastern Time on Tuesday, May 9, 2023, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright
affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration
Statement.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:

    /s/
    Edward D. Silvera

    Name:

    Edward
    D. Silvera

    Title:

    Chief
    Operating Officer

430
Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com

Member:
FINRA/SIPC

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

May
9, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Daniel Crawford, Esq.

    Re:
    Ensysce
    Biosciences, Inc.

    Registration
    Statement on Form S-1

    SEC
    File No. 333-271480

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1
(the “Registration Statement”) be accelerated to 1:30 PM, Eastern Time, on Tuesday, May 9, 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 by calling Gregory Rubis, Esq.
at (609) 951-4105.

Please
direct any questions or comments concerning this request to Mr. Rubis of Troutman Pepper Hamilton Sanders LLP.

    ENSYSCE
    BIOSCIENCES, INC.

    By:
    /s/
    Lynn Kirkpatrick

    Name:

    Lynn
    Kirkpatrick

    Title:

    CEO

    Cc:
    Eric
    D. Kline, Troutman Pepper Hamilton Sanders LLP

    Gregory
    Rubis, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
May 4, 2023
Lynn Kirkpatrick, Ph.D.
President, Chief Executive Officer & Director
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue , Suite 201
La Jolla , California 92037
Re:Ensysce Biosciences, Inc.
Registration Statement on Form S-1
Filed April 28, 2023
File No. 333-271480
Dear Lynn Kirkpatrick:
            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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gregory J. Rubis, Esq.

United States securities and exchange commission logo
January 13, 2023
Lynn Kirkpatrick, Ph.D.
President, Chief Executive Officer & Director
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, California 92037
Re:Ensysce Biosciences, Inc.
Registration Statement on Form S-3
Filed January 9, 2023
File No. 333-269157
Dear Lynn Kirkpatrick:
            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 Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Kline, Esq.

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

January
13, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Tyler Howes, Esq.

    Re:
    Ensysce
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    SEC
    File No. 333-269157

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3
(File No. 333-269157) (the “Registration Statement”) be accelerated to 4:00 PM, Eastern Time, on Tuesday, January
17, 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 by calling Gregory Rubis, Esq. at (609) 951-4105.

Please
direct any questions or comments concerning this request to Mr. Rubis of Troutman Pepper Hamilton Sanders LLP.

    ENSYSCE
    BIOSCIENCES, INC.

    By:
    /s/
    Lynn Kirkpatrick

    Name:
    Lynn
    Kirkpatrick

    Title:

    CEO

    Cc:
    Eric
    D. Kline, Troutman Pepper Hamilton Sanders LLP

    Gregory
    Rubis, Troutman Pepper Hamilton Sanders LLP

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

December
27, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Cynthia Polynice, Esq.

    Re:
    Ensysce
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    SEC
    File No. 333-268858

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1
(File No. 333-268858) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement
will become effective at 10:00 AM, Eastern Time, on December 29, 2022, 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 Gregory Rubis at (609)
951-4105.

Please
direct any questions or comments concerning this request to Mr. Rubis of Troutman Pepper Hamilton Sanders LLP.

    ENSYSCE
    BIOSCIENCES, INC.

    By:
    /s/
    Lynn Kirkpatrick

    Name:

    Lynn
    Kirkpatrick

    Title:

    CEO

    Cc:
    Eric
    D. Kline, Troutman Pepper Hamilton Sanders LLP

    Gregory
    Rubis, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
December 23, 2022
Dr. Lynn Kirkpatrick
Chief Executive Officer
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, California 92037
Re:Ensysce Biosciences, Inc.
Registration Statement on Form S-3
Filed on December 19, 2022
File No. 333-268858
Dear Dr. Lynn Kirkpatrick:
            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 Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Kline, Esq.

CORRESP
1
filename1.htm

Lake
Street Capital Markets, LLC

920
Second Avenue South, Suite 700

Minneapolis,
Minnesota 55402

December
6, 2022

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Alan Campbell

    Re:
    Ensysce
    Biosciences, Inc. (the “Company”)

    Registration Statement on Form S-1/A (File No. 333-268038)

Ladies
and Gentlemen:

In
connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), Lake Street Capital Markets, LLC, as underwriter, hereby joins in the request of the Company that the effective date
of such registration statement be accelerated to 5:00 p.m. (New York time) on December 6, 2022, or as soon thereafter as practicable.

In
making this request the undersigned acknowledges that the underwriter is aware of its obligations under the Act as they relate to the
public offering of securities pursuant to the registration statement.

[Signature
Page Follows]

Very
truly yours,

LAKE
STREET CAPITAL MARKETS, LLC

As Underwriter

    By:
    /s/
    Michael Townley

    Name:

    Michael
    Townley

    Title:
    Head
    of Investment Banking

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

December 6, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Alan Campbell, Esq.

    Re:
    Ensysce
    Biosciences, Inc.

    Registration
    Statement on Form S-1, as amended

    SEC File No. 333-268038

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1
(File No. 333-268038) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement
will become effective at 5:00 PM, Eastern Time, on December 6, 2022, 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 Gregory
Rubis at (609) 951-4105.

Please
direct any questions or comments concerning this request to Mr. Rubis of Troutman Pepper Hamilton Sanders LLP.

    ENSYSCE
    BIOSCIENCES, INC.

    By:
    /s/
    Lynn Kirkpatrick

    Name:
    Lynn
    Kirkpatrick

    Title:

    CEO

    Cc:
    Eric
    D. Kline, Troutman Pepper Hamilton Sanders LLP

    Gregory
    Rubis, Troutman Pepper Hamilton Sanders LLP

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

November
16, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Alan Campbell, Esq.

    Re:
    Ensysce
    Biosciences, Inc.

    Registration
    Statement on Form S-1

    SEC
    File No. 333-268038

    Filed
    October 28, 2022

Ladies
and Gentlemen:

On
behalf of Ensysce Biosciences, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) received initially by letter dated November 11, 2022 relating
to the above-referenced Form S-1 of the Company. The Company is concurrently filing Amendment No. 1 to the Form S-1 (the “Amendment”)
to address the Staff’s comments via EDGAR.

In
this letter, we have recited the comments from the Staff in italicized type and have followed each comment with the Company’s response.
Capitalized terms used but not defined in this letter have the meanings given to those terms in the Amendment. Except as otherwise specifically
indicated, page references in the Company’s responses to the Staff’s comment correspond to the pagination of the Amendment.

Registration
Statement on Form S-1

General

1.
Please revise your cover page to disclose the volume of securities you are offering on a best-efforts basis as required by Item 501(b)(2)
of Regulation S-K. Also, please revise to remove any disclosures suggesting that the volume of securities has not been established. In
this regard, please remove the following disclosure from the cover page: “All share, warrant, and pre-funded warrant numbers are
based on an assumed combined public offering price of $___ per share and accompanying warrants.” For additional guidance, refer
to Securities Act Rules Compliance and Disclosure Interpretations Question 227.02.

Following
discussion with the Staff, the volume of securities being offered has been disclosed on the cover pages of the Amendment and the quoted
sentence has been removed from the cover page. Other references to an “assumed combined public offering price of $__ per share
and accompanying warrants” have been revised to remove disclosures suggesting that the volume of securities has not been established.

2.
Given that this is a best-efforts, no minimum offering in which your placement agent is not required to arrange for the purchase and
sale of any specific number or dollar amount of shares and that you may not sell the entire amount of common stock and warrants being
offered, please delete references on the cover page and elsewhere to the total dollar amount of proceeds ($12.5 million).

The
four references to $12,500,000 on the front and back covers have been replaced in the Amendment with the number of shares (5,274,261).

3.
We note that your placement agent, Lake Street, will sell the securities on a “best efforts” basis. Please revise to state
on the cover page, and elsewhere as appropriate, the date the offering will end. Refer to Regulation S-K, Item 501(b)(8)(iii).

4.
We note your disclosure that you expect to deliver your shares, pre-funded warrants, and warrants to investors on or about an as yet
to be determined date in 2022. Given that this is language typically included in a firm commitment underwritten offering and you have
indicated this is a best efforts offering, please advise us of the reason for this disclosure

As
a result of our conversation with the Staff, it is our understanding that no additional disclosure is required to address either Comment
3 or Common 4.

*
* * *

Looking
forward to resolving all outstanding issues as quickly as possible, we request that the Staff contact us if any questions or comments
remain as a result of this letter and the related filing.

Please
direct any questions or comments to our counsel, Troutman Pepper Hamilton Sanders LLP, by calling Gregory Rubis at (609) 951-4105.

    ENSYSCE
    BIOSCIENCES, INC.

    By:
    /s/
    Lynn Kirkpatrick

    Name:
    Lynn
    Kirkpatrick

    Title:

    CEO

    Cc:
    Eric
    D. Kline, Troutman Pepper Hamilton Sanders LLP

    Gregory
    Rubis, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
November 11, 2022
Lynn Kirkpatrick
President, Chief Executive Officer & Director
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, CA 92037
Re:Ensysce Biosciences, Inc.
Registration Statement on Form S-1
Filed October 28, 2022
File No. 333-268038
Dear Lynn Kirkpatrick:
            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.
Registration Statement on Form S-1
General
1.Please revise your cover page to disclose the volume of securities you are offering on a
best-efforts basis as required by Item 501(b)(2) of Regulation S-K. Also, please revise to
remove any disclosures suggesting that the volume of securities has not been established.
In this regard, please remove the following disclosure from the cover page: "All share,
warrant, and pre-funded warrant numbers are based on an assumed combined public
offering price of $___  per share and accompanying warrants." For additional guidance,
refer to Securities Act Rules Compliance and Disclosure Interpretations Question 227.02.
2.Given that this is a best-efforts, no minimum offering in which your placement agent is
not required to arrange for the purchase and sale of any specific number or dollar amount
of shares and that you may not sell the entire amount of common stock and warrants being

 FirstName LastNameLynn Kirkpatrick
 Comapany NameEnsysce Biosciences, Inc.
 November 11, 2022 Page 2
 FirstName LastName
Lynn Kirkpatrick
Ensysce Biosciences, Inc.
November 11, 2022
Page 2
offered, please delete references on the cover page and elsewhere to the total dollar
amount of proceeds ($12.5 million).
3.We note that your placement agent, Lake Street, will sell the securities on a "best efforts"
basis. Please revise to state on the cover page, and elsewhere as appropriate, the date the
offering will end. Refer to Regulation S-K, Item 501(b)(8)(iii).
4.We note your disclosure that you expect to deliver your shares, pre-funded warrants, and
warrants to investors on or about an as yet to be determined date in 2022. Given that this
is language typically included in a firm commitment underwritten offering and you have
indicated this is a best efforts offering, please advise us of the reason for this disclosure.
            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 Alan Campbell at (202) 551-4224 or Joe McCann at (202) 551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
August 26, 2022
Lynn Kirkpatrick, Ph.D.
Chief Executive Officer
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, California 92037
Re:Ensysce Biosciences, Inc.
Registration Statement on Form S-3
Filed August 19, 2022
File No. 333-267001
Dear Dr. Kirkpatrick:
            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 Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gregory J. Rubis, Esq.

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

August
26, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Tim Buchmiller, Esq.

    Re:
    Ensysce
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    SEC
    File No. 333-267001

    Filed
    August 19, 2022

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3
(File No. 333-267001) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement
will become effective at 4:00 PM, Eastern Time, on August 30, 2022, 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 Gregory Rubis at (609) 951-4105 or
Eric D. Kline at (412) 454-5046.

Please
direct any questions or comments concerning this request to Mr. Rubis of Troutman Pepper Hamilton Sanders LLP.

    ENSYSCE
    BIOSCIENCES, INC.

    By:
    /s/
    Lynn Kirkpatrick

    Name:
    Lynn
    Kirkpatrick

    Title:

    CEO

    Cc:
    Eric
    D. Kline, Troutman Pepper Hamilton Sanders LLP

    Gregory
    Rubis, Troutman Pepper Hamilton Sanders LLP

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

August
2, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Jan Park, Esq.

    Re:
    Ensysce
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    SEC
    File No. 333-266338

    Filed
    July 27, 2022

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3
(File No. 333-266338) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement
will become effective at 4:00 PM, Eastern Time, on August 4, 2022, 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 Gregory Rubis at (609) 951-4105 or
Eric D. Kline at (412) 454-5046.

Please
direct any questions or comments concerning this request to Mr. Rubis of Troutman Pepper Hamilton Sanders LLP.

    ENSYSCE
    BIOSCIENCES, INC.

    By:
    /s/
    Lynn Kirkpatrick

    Name:
    Lynn
    Kirkpatrick

    Title:

    CEO

    Cc:
    Eric
    D. Kline, Troutman Pepper Hamilton Sanders LLP

    Gregory
    Rubis, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
July 28, 2022
Lynn Kirkpatrick
Chief Executive Officer
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, California 92037
Re:Ensysce Biosciences, Inc.
Registration Statement on Form S-3
Filed July 27, 2022
File No. 333-266338
Dear Dr. Kirkpatrick:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gregory J. Rubis, Esq.

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

November
1, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Michael Davis

    Re:
    Ensysce
    Biosciences, Inc.

  Registration
  Statement on Form S-1

  SEC File
  No. 333-260478

  Filed October
  25, 2021

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1
(File No. 333-260478) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement
will become effective at 4:00 PM, Eastern Time, on November 3, 2021, 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 Dave Meyers at (804) 697-1239 or
Eric D. Kline at (412) 454-5046.

Please
direct any questions or comments concerning this request to Dave Meyers of Troutman Pepper Hamilton Sanders LLP at (804) 697-1239.

    ENSYSCE
    BIOSCIENCES, Inc.

    By:

    /s/
    Lynn Kirkpatrick

    Name:

    Dr. Lynn Kirkpatrick

    Title:

    President and Chief Executive Officer

  Cc:
  Eric D. Kline, Troutman Pepper Hamilton Sanders LLP

  Dave
Meyers, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
October 29, 2021
Lynn Kirkpatrick, Ph.D.
President, Chief Executive Officer & Director
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, California 92037
Re:Ensysce Biosciences, Inc.
Registration Statement on Form S-1
Filed October 25, 2021
File No. 333-260478
Dear Dr. Kirkpatrick:
            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 Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David I. Meyers, Esq.

CORRESP
1
filename1.htm

Ensysce
Biosciences, Inc.

7946
Ivanhoe Avenue, Suite 201

La
Jolla, California 92037

September
21, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attention:
Alan Campbell

    Re:
    Ensysce
Biosciences, Inc.

                                                                     Registration
Statement on Form S-1

                                                                     SEC
File No. 333-258609

                                                                     Filed August 9, 2021 and September 21, 2021

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Ensysce Biosciences, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1
(File No. 333-258609) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement
will become effective at 4:00 PM, Eastern Time, on September 23, 2021, 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 Dave Meyers at (804) 697-1239
or Eric D. Kline at (412) 454-5046.

Please
direct any questions or comments concerning this request to Dave Meyers of Troutman Pepper Hamilton Sanders LLP at (804) 697-1239.

    ENSYSCE
    BIOSCIENCES, Inc.

    By:

    /s/
    Lynn Kirkpatrick

    Name:
    Dr.
    Lynn Kirkpatrick

    Title:
    President
    and Chief Executive Officer

    Cc:
    Eric
    D. Kline, Troutman Pepper Hamilton Sanders LLP

    Dave
    Meyers, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
August 13, 2021
Lynn Kirkpatrick
President, Chief Executive Officer & Director
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, California 92037
Re:Ensysce Biosciences, Inc.
Registration Statement on Form S-1
Filed August 9, 2021
File No. 333-258609
Dear Dr. Kirkpatrick:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David I. Meyers, Esq.

CORRESP
1
filename1.htm

LEISURE
ACQUISITION CORP.

250
West 57th Street, Suite 2223

New
York, New York 10107

June
15, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-1004

Attention:
Alan Campbell and Christine Westbrook

    Re:
    Leisure
    Acquisition Corp.

    Registration
    Statement on Form S-4 (File No 333-254279)

Acceleration
Request:

Requested
Date: June 16, 2021

Requested
Time: 4:00 pm Eastern Time

Dear
Mr. Campbell and Ms. Westbrook:

Pursuant
to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Leisure Acquisition Corp. (the “Company”)
hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No.
333-221330) (the “Registration Statement”) so that it may become effective at the “Requested Date” and
“Requested Time” set forth above, or as soon thereafter as practicable.

In
connection with this acceleration request, the Company hereby acknowledges that:

(a)
should the U.S. Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

(b)
the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement;
and

(c)
it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

The
Company understands that the staff will consider this request as confirmation by the Company of its awareness of its responsibilities
under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities
specified in the Registration Statement.

[Signature
page follows]

    LEISURE
    ACQUISITION CORP.

    By:
    /s/
    Daniel B. Silvers

    Name:
    Daniel
    B. Silvers

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

  Proskauer
  Rose LLP Eleven Times Square New York, NY 10036-8299

June
14, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549-3628

Attention:
Alan Campbell and Christine Westbrook

    Re:
    Leisure
    Acquisition Corp.

    Amendment
    No. 5 to Registration Statement on Form S-4

    Filed
    June 9, 2021

    File
    No. 333-254279

Dear
Mr. Campbell and Ms. Westbrook:

On
behalf of Leisure Acquisition Corp. (the “Company”), we submit this letter in response to a comment from the Staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated
June 11, 2021 relating to the above-referenced Form S-4 of the Company. The Company is concurrently filing Amendment No. 6 to the Form
S-4 (the “Amendment”) to address the Staff’s comment via EDGAR.

In
this letter, we have recited the comment from the Staff in italicized type and have followed each comment with the Company’s response.
Capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the Amendment. Except as otherwise
specifically indicated, page references in the Company’s responses to the Staff’s comment corresponds to the pagination of
the Amendment.

Amendment
No. 5 to Registration Statement on Form S-4

Cover
Page

    1.
    Please
    revise your letter to Leisure Acquisition Corp. stockholders and the LACQ subsection of the Summary to reflect your disclosure elsewhere
    in the prospectus indicating that Nasdaq suspended trading LACQ’s securities effective June 3, 2021. Please also revise to
    reflect your disclosure indicating that LACQ also failed to comply with Nasdaq Listing Rule 5250(c)(1) because it failed to timely
    file its Quarterly Report on Form 10-Q.

    Please
    revise in both the letter to stockholders and the LACQ subsection of the Summary to clarify, if true, that at the time they vote,
    stockholders will not know whether the shares of the combined entity will be eligible to trade on Nasdaq following the consummation
    of the business combination and summarize associated risks if the combined company’s application for listing on Nasdaq is not
    approved.

    The
    letter to Leisure Acquisition Corp. stockholders and the disclosures under the LACQ subsection of the Summary on page 14 have been
    revised to address the Staff’s comment.

Beijing
| Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Paris | São Paulo | Washington,
DC

Questions
and Answers, page 5

    2.
    Please
    revise this section, as appropriate, to reflect your disclosure on page 65 that the classification of any of your warrants as a liability
    would reduce LACQ’s Net Tangible Assets below $5,000,001, and to discuss the risks associated with this potential outcome.

    The
    disclosure under the caption “What effect does LACQ’s restatement of its financial statements with respect to warrant
    liabilities have on its ability to meet the requirement that it have at least $5,000,001 of Net Tangible Assets?” on page 12
    has been added to address the Staff’s comment.

*
* * *

We
hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly
as possible. Please do not hesitate to contact me at (212) 969-3096 with any questions or comments regarding this filing or if you wish
to discuss the above.

  Sincerely,

  /s/ Daniel Forman

  Daniel Forman

    cc:
    Daniel
    Silvers, Chief Executive Officer, Leisure Acquisition Corp.

    George
    Peng, Chief Financial Officer, Treasury and Secretary, Leisure Acquisition Corp.

    Jeffrey
    Horwitz, Proskauer Rose LLP

    Steven
    Fishman, Proskauer Rose LLP

United States securities and exchange commission logo
June 11, 2021
Daniel B. Silvers
Chief Executive Officer
Leisure Acquisition Corp.
250 West 57th Street, Suite 415
New York, NY 10107
Re:Leisure Acquisition Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed June 9, 2021
File No. 333-254279
Dear Mr. Silvers:
            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.
Amendment No. 5 to Registration Statement on Form S-4
Cover Page
1.Please revise your letter to Leisure Acquisition Corp. stockholders and the LACQ
subsection of the Summary to reflect your disclosure elsewhere in the prospectus
indicating that Nasdaq suspended trading LACQ's securities effective June 3, 2021. Please
also revise to reflect your disclosure indicating that LACQ also failed to comply with
Nasdaq Listing Rule 5250(c)(1) because it failed to timely file its Quarterly Report on
Form 10-Q.

Please revise in both the letter to stockholders and the LACQ subsection of the Summary
to clarify, if true, that at the time they vote, stockholders will not know whether the shares
of the combined entity will be eligible to trade on Nasdaq following the consummation of

 FirstName LastNameDaniel B.  Silvers
 Comapany NameLeisure Acquisition Corp.
 June 11, 2021 Page 2
 FirstName LastName
Daniel B.  Silvers
Leisure Acquisition Corp.
June 11, 2021
Page 2
the business combination and summarize associated risks if the combined company's
application for listing on Nasdaq is not approved.
Questions and Answers, page 5
2.Please revise this section, as appropriate, to reflect your disclosure on page 65 that the
classification of any of your warrants as a liability would reduce LACQ's Net Tangible
Assets below $5,000,001, and to discuss the risks associated with this potential outcome.
            You may contact Jeanne Bennett at 202-551-3606 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel L. Forman, Esq.

CORRESP
1
filename1.htm

    Proskauer
    Rose LLP Eleven Times Square New York, NY 10036-8299

May
3, 2021

VIA
EDGAR AND FEDERAL EXPRESS

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549-3628

Attention
Alan Campbell and Christine Westbrook

Re: Leisure
                                            Acquisition Corp.

                                            Amendment No. 1 to Registration Statement on Form S-4

                                            Filed April 16, 2021

                                            Amendment No. 2 to Registration Statement on Form S-4

                                            Filed April 19, 2021

                                            Amendment No. 3 to Registration Statement on Form S-4

                                            Filed April 21, 2021

                                            File No. 333-254279

Dear
Mr. Campbell and Ms. Westbrook

On
behalf of Leisure Acquisition Corp. (the “Company”), we submit this letter in response to comments  from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received
by letter dated April 27, 2021 relating to the above-referenced Form S-4 of the Company.

The
Company is concurrently filing Amendment No. 4 to the Form S-4 (the “Amendment”) to address the Staff’s comment
via EDGAR.

In
this letter, we have recited the comment from the Staff in italicized type and have followed each comment with the Company’s response.
Capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the Amendment. Except as otherwise
specifically indicated, page references in the Company’s responses to the Staff’s comment corresponds to the pagination of
the Amendment.

The
Merger

Financial
Terms, page 84

1.
We note your response to prior comment 12 and reissue in part. Please expand your disclosure to discuss the extent to which LACQ’s
Board of Directors relied on the financial projections provided by Ensysce to support its decision to approve the Transactions. In this
regard, clarify whether the projections were accepted or whether management or the Board made any adjustments to these projections and
if so, describe such adjustments.

The
disclosure under the caption “Financial Terms” on page 84 has been revised to address the Staff’s comment.

Beijing
| Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Paris | São Paulo | Washington,
DC

Unaudited
Pro Forma Condensed Combined Financial Information

Pro
Forma Adjustments to the Unaudited Combined Balance Sheet, page 125

2.
Refer to prior comment 15. Please tell us the nature of the $5 million payable to one of Ensysce’s vendors, where else you disclose
this transaction in the filing, and why the amount is accounted for as an expense of the business combination.

Note
4 on page 125 has been revised to reflect the payment of the $5 million payable in LACQ common stock and LACQ warrants. The payable relates
to termination of an agreement by Ensysce with a strategic advisor. Under terms of the termination agreement, the strategic advisor accepted
500,000 private warrants and 500,000 shares of the LACQ common stock, issuable upon the consummation of the transaction. The issuances
of the LACQ common stock and the private warrants in respect of the receivable is disclosed in the definition of “Other Stockholders”
in the “Frequently Used Terms”, under the caption “Background of the Transactions” in the second paragraph
on page 83 and under the caption “Subsequent Events” in the Notes to the Consolidated Financial Statements on page F-39.
The amount is accounted for as an expense of the business combination because the payment obligation is triggered by the closing of the
transactions.

3.
Please refer to prior comment 16. Please disclose the significant assumptions underlying your Black-Scholes valuation of the GEM warrants.

The
disclosure in note 7 under the caption Pro Forma Adjustments to the Unaudited Combined Balance Sheet on page 125 has been revised to
address the Staff’s comment.

Pro
Forma Adjustments to the Unaudited Combined Statements of Operations, page 127

4.
Please refer to prior comment 15. Please tell us why you do not reflect the transaction costs in the statement of operations and explain
in the notes whether you expect the transaction costs to recur.

The
transaction costs were incurred subsequent to December 31, 2020 and were not reflected in the December 31, 2020 statement of operations.
Accordingly, no adjustment was necessary.

The
transactions costs are not expected to recur.

Information
about Ensysce

PF614-101
Phase 1 Clinical Trial, page 156

5.
We note your response to prior comment 21, which we reissue in part. Please revise to indicate how many doses of PF614 or OxyContin OP
were administered to each subject and the time period over which the doses were administered to each subject.

The
disclosure on page 157 has been revised to indicate that each subject only received one dose of PF614 or OxyContin OP.

Ensysce’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ensysce

Liquidity
and capital resources, page 175

6.
We note your response to prior comment 25 and reissue. With respect to the federal research grants, please disclose the material terms
of the grants including, but not limited to, (i) your obligations under the grants, (ii) whether the grants must be repaid, (iii) the
process for obtaining the remaining funding pursuant to the grants and (iv) whether the government has any rights with respect to the
intellectual property and/or product candidates that are created with grant proceeds. With respect to the convertible promissory notes,
please disclose the counterparties, interest rates, repayment terms, conversion terms and whether the consummation of the transactions
contemplated by the registration statement will trigger the conversion of the notes. Finally, please also include a discussion of the
material terms of the GEM Facility in this section.

The
disclosure on page 176 has been revised in response to the Staff’s request to include additional detail regarding the terms of
the convertible promissory notes, the grants and disclosure regarding the material terms of the GEM Facility.

Ensysce
Biosciences, Inc. Financial Statements

Note
3. Summary of Significant Accounting Policies

Fair
Value Measurement, page F-28

7.
Refer to prior comment 31. Please explain why the proposed disclosures do not include quantitative information about the significant
unobservable inputs used in the fair value measurement. Refer to ASC 810-10-50-2(bbb)(2). Also, explain to us why you believe that the
Form S-4 should not be amended to include the disclosure.

The
disclosure on page F-30 has been revised to include quantitative information about the significant unobservable inputs used in the fair
value measurement.

*
* * *

We
hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly
as possible. Please do not hesitate to contact me at (212) 969-3096 with any questions or comments regarding this filing or if you wish
to discuss the above.

    Sincerely,

    /s/
    Daniel Forman

    Daniel
    Forman

    cc:
    Daniel
    Silvers, Chief Executive Officer

    George
    Peng, Chief Financial Officer, Treasury and Secretary

    Jeffrey
    Horwitz, Proskauer

    Steven
    Fishman, Proskauer

United States securities and exchange commission logo
April 27, 2021
Daniel B. Silvers
Chief Executive Officer
Leisure Acquisition Corp.
250 West 57th Street , Suite 415
New York , NY 10107
Re:Leisure Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 16, 2021
Amendment No. 2 to Registration Statement on Form S-4
Filed April 19, 2021
Amendment No. 3 to Registration Statement on Form S-4
Filed April 21, 2021
File No. 333-254279
Dear Mr. Silvers:
            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 April 11, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-4
The Merger
Financial Terms, page 84
1.We note your response to prior comment 12 and reissue in part. Please expand your
disclosure to discuss the extent to which LACQ's Board of Directors relied on the
financial projections provided by Ensysce to support its decision to approve the
Transactions. In this regard, clarify whether the projections were accepted or whether

 FirstName LastNameDaniel B.  Silvers
 Comapany NameLeisure Acquisition Corp.
 April 27, 2021 Page 2
 FirstName LastNameDaniel B.  Silvers
Leisure Acquisition Corp.
April 27, 2021
Page 2
management or the Board made any adjustments to these projections and if so, describe
such adjustments.
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Adjustments to the Unaudited Combined Balance Sheet, page 125
2.Refer to prior comment 15. Please tell us the nature of the $5 million payable to one of
Ensysce’s vendors, where else you disclose this transaction in the filing, and why the
amount is accounted for as an expense of the business combination.
3.Please refer to prior comment 16. Please disclose the significant assumptions underlying
your Black-Scholes valuation of the GEM warrants.
Pro Forma Adjustments to the Unaudited Combined Statements of Operations, page 127
4.Please refer to prior comment 15. Please tell us why you do not reflect the transaction
costs in the statement of operations and explain in the notes whether you expect the
transaction costs to recur.
Information about Ensysce
PF614-101 Phase 1 Clinical Trial, page 156
5.We note your response to prior comment 21, which we reissue in part. Please revise to
indicate how many doses of PF614 or OxyContin OP were administered to each subject
and the time period over which the doses were administered to each subject.
Ensysce's Management's Discussion and Analysis of Financial Condition and Results of
Operations of Ensysce
Liquidity and capital resources, page 175
6.We note your response to prior comment 25 and reissue. With respect to the federal
research grants, please disclose the material terms of the grants including, but not limited
to, (i) your obligations under the grants, (ii) whether the grants must be repaid, (iii) the
process for obtaining the remaining funding pursuant to the grants and (iv) whether the
government has any rights with respect to the intellectual property and/or product
candidates that are created with grant proceeds. With respect to the convertible promissory
notes, please disclose the counterparties, interest rates, repayment terms, conversion terms
and whether the consummation of the transactions contemplated by the registration
statement will trigger the conversion of the notes. Finally, please also include a discussion
of the material terms of the GEM Facility in this section.

 FirstName LastNameDaniel B.  Silvers
 Comapany NameLeisure Acquisition Corp.
 April 27, 2021 Page 3
 FirstName LastName
Daniel B.  Silvers
Leisure Acquisition Corp.
April 27, 2021
Page 3
Ensysce Biosciences, Inc. Financial Statements
Note 3. Summary of Significant Accounting Policies
Fair Value Measurement, page F-28
7.Refer to prior comment 31. Please explain why the proposed disclosures do not include
quantitative information about the significant unobservable inputs used in the fair value
measurement. Refer to ASC 810-10-50-2(bbb)(2). Also, explain to us why you believe
that the Form S-4 should not be amended to include the disclosure.
            You may contact Jeanne Bennett at 202-551-3606 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel L. Forman, Esq.

CORRESP
1
filename1.htm

    Proskauer
    Rose LLP Eleven Times Square New York, NY 10036-8299

April
16, 2021

VIA
EDGAR AND FEDERAL EXPRESS

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549-3628

Attention:
Alan Campbell and Christine Westbrook

    Re:
    Leisure
    Acquisition Corp.

    Registration
    Statement on Form S-4

    Filed
    March 15, 2021

    File
    No. 333-254279

Dear
Mr. Campbell and Ms. Westbrook

On
behalf of Leisure Acquisition Corp. (the “Company”), we submit this letter in response to a comment from the
Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received
by letter dated April 11, 2021 relating to the above-referenced Form S-4 of the Company.

The
Company is concurrently filing Amendment No. 1 to the Form S-4 (the “Amendment”) to address the Staff’s
comment via EDGAR. For the convenience of the Staff, we are supplementally providing blacklined copies, complete with exhibits,
of the Revised Preliminary Proxy Statement, marked to show changes from the Registration Statement on Form S-4.

In
this letter, we have recited the comment from the Staff in italicized type and have followed each comment with the Company’s
response. Capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the Amendment.
Except as otherwise specifically indicated, page references in the Company’s responses to the Staff’s comment corresponds
to the pagination of the Amendment.

Registration
Statement on Form S-4 Cover Page

1. Please
                                         revise the prospectus cover page to disclose the expected ownership percentages in the
                                         combined company of LACQ’s public stockholders, the Sponsor and the Strategic Investor,
                                         the Other Stockholders and Ensysce’s stockholders. Please also revise to identify
                                         the Strategic Investor and the Other Stockholders.

The
disclosure on the cover page has been revised to address the Staff’s comment.

Beijing
| Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Paris | São Paulo | Washington,
DC

Questions
and Answers, page 5

2. Please
                                         disclose under an appropriate heading Ensysce’s ability to issue the Newly Issued
                                         Ensysce Convertible Notes and that shares underlying such notes will be exchanged for
                                         shares of the combined company. Please make similar revisions in the Merger section.

A
Question and Answer captioned “Can Ensysce issue additional Ensysce common stock or securities convertible into Ensysce
common stock after January 31, 2021, the date the Merger Agreement was entered into?” has been added on page 7 to address
the Staff’s comment and a similar disclosure was added under the caption “Background of the Transaction” in
the Merger section on page 83.

3. Please
                                         revise this section, where appropriate, to disclose the number of redemptions that would
                                         cause LACQ to fail to meet the net tangible assets test.

The
Questions and Answers captioned “What equity stake will current stockholders of Ensysce, LACQ’s Public Stockholders
and the Sponsors hold in the post-combination company after the closing?”, “Do I have redemption rights?” and
“What happens if a substantial number of public stockholders exercise their redemption rights?” on pages 7, 11 and
12, respectively, have been revised to address the Staff’s comment.

Q:
Following the business combination, will LACQs securities continue to trade on a stock exchange? , page 6

4. Please
                                         disclose here and on the cover page when you will file the initial listing application
                                         for the combined company and whether Nasdaq’s determination will be known at the
                                         time that stockholders are asked to vote on the merger agreement. Please revise to make
                                         it clear whether the merger is conditioned upon Nasdaq listing approval.

The
Question and Answer under this caption on page 6 have been revised to address the Staff’s comment and the disclosure has
also been included on the cover page.

Q:
What conditions must be satisfied to complete the business combination? , page 7

5. Please
                                         revise to identify which conditions to the completion of the merger may be waived.

The
Question and Answer under this caption on page 7 have been revised to address the Staff’s comment.

Q:
How do I exercise my redemption rights?, page 11

    6.
    Please revise
    your disclosure here and throughout your document to indicate whether stockholders must vote on the transaction (or must vote
    against the transaction) in order to exercise their redemption rights.

The
Question and Answer under this caption on page 11 and throughout the S-4, where applicable, have been revised to address
the Staff’s comment.

Prospectus
Summary Ensysce, page 14

7. We
                                         note that Ensysce is a clinical-stage company with limited trial data to date and no
                                         approved products. As such, please revise here and throughout to remove your claim that
                                         Ensysce has “innovative solutions” for pain relief.

The
disclosure on page 14 and throughout the S-4 where applicable have been revised to address the Staff’s comment.

Risk
Factors

Risks
Related to Ensysce’s Business, Financial Condition and Capital Requirements, page 22

8. Please
                                         add a bullet point highlighting the potential dilutive effects of drawdowns under the
                                         Share Purchase Agreement between Ensysce and GEM Global.

The
disclosure on page 22 has been revised to add a bullet point highlighting the potential dilutive effects of drawdowns under the Share
Purchase Agreement between Ensysce and GEM Global.

Risk
Factors

Ensysce’s
internal controls over financial reporting currently do not meet all of the standards..., page 62

9. Please
                                         revise your disclosure in this risk factor to specifically identify the material weaknesses
                                         that were identified in Ensysce’s controls over financial reporting. Please also
                                         provide similar disclosure under an appropriate heading in the section “Ensysce’s
                                         Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The
disclosure in this risk factor on page 62 has been revised and a corresponding section entitled “Internal controls over financial
reporting” to Ensysce’s Management’s Discussion and Analysis of Financial Condition and Results of Operation on page
179 has been added.

Background
of the Transactions, page 80

10. Please
                                         revise your disclosure in this section to briefly explain why the merger agreement between
                                         LACQ and GTWY Holdings was terminated.

The
disclosure under the caption “Background of the Transactions” on page 80 has been revised to address the Staff’s
comment.

11. Please
                                         revise your disclosure in this section to describe how LACQ arrived at the valuation
                                         of $210 million for Ensysce. In your revisions, please describe the methodology employed
                                         by LACQ’s management and LACQ’s board in reaching the valuation.

The
disclosure under the caption “Background of the Transactions” on page 83 has been revised and “Comparable Company
Analysis” has been added on page 87 to address the Staff’s comment.

Financial
Terms, page 84

12. We
                                         note your disclosure that the LACQ Board considered the financial analysis conducted
                                         by LACQ’s management team and reviewed by the Board and that in its view such analysis
                                         supported the valuation of Ensysce. Please expand your disclosure to describe the process
                                         and methodology employed by LACQ management in preparing the financial analysis and those
                                         employed by the LACQ Board in evaluating such analysis, including the underlying assumptions.
                                         Address in your response the extent to which management or the Board relied upon financial
                                         forecasts prepared by Ensysce management.

The
disclosure under this caption on page 84 has been revised to address the Staff’s comment.

Strategic
Terms, page 84

13. We
                                         note your statements that Ensysce has obtained Fast Track designation and that you expect
                                         this designation to accelerate the FDA approval process and reduce the time to commercial
                                         launch. Please revise your disclosure to explicitly state that fast track designation
                                         does not guarantee an accelerated review by the FDA.

The
disclosure on page 84 in the fourth bullet under “Strategic Terms” has been revised to address the Staff’s
comment.

Certain
Forecasted Financial Information for Ensysce, page 86

14. Please
                                         revise your discussion to clearly describe and quantify the significant assumptions that
                                         support the revenue projections in each year through 2030. Include in your response a
                                         discussion of the factors that you considered in determining that these assumptions were
                                         reasonable. Refer to the relevant guidance in Item 10(b) of Regulation S-K. In addition,
                                         please remove all disclaimers surrounding the financial projections, including the statement
                                         that the projected financial information is the responsibility of Ensysce’s management.
                                         LACQ, as the registrant, is responsible for all information in the filing and may not
                                         disclaim responsibility for its contents.

The
disclosure on page 86 has been revised to address the Staff’s comment.

Unaudited
Pro Forma Condensed Combined Financial Information

Pro
Forma Adjustments to the Unaudited Combined Balance Sheet, page 125

15. We
                                         note that adjustment 4 consists of multiple transactions. Please show us the entries
                                         for the individual components of adjustment 4 and consider how you might make the disclosure
                                         clearer. Tell us how the adjustments reflect the payment of the costs of the business
                                         combination of $10,939,596. Also tell us why you reflect payments through the issuance
                                         of stock and not cash.

The
disclosure in adjustment 4 on page 125 has been revised to address the Staff’s comment.

16. Please
                                         tell us why you do not discuss the impact of the GEM warrants in your pro forma presentation.

The
pro formas have been revised to reflect the impact of the GEM warrants and adjustment 7 has been added on page 125 to address
the impact.

Business
Overview, page 151

17. Please
                                         revise the pipeline chart in this section and on page 155 to include a third column for
                                         Phase III.

The
pipeline charts on pages 151 and 155 have been revised to include a column for Phase III to address the Staff’s comment.

18. Please
                                         revise your disclosure in this section to define the term ‘prodrug.’

The
disclosure under the caption “If Ensysce’s clinical trials fail to replicate positive results from earlier preclinical studies
or clinical trials conducted by Ensysce or third parties, Ensysce may be unable to successfully develop, obtain regulatory approval for,
or commercialize its product candidates” on page 43, which is the first time the term prodrug is used, has been revised to define
the term ‘prodrug.’

Information
About Ensysce, page 151

19. Please
                                         revise this section, where appropriate, to describe the material terms of Ensysce’s
                                         acquisition of Mucokinetica Ltd. and describe any ongoing obligations, including potential
                                         future royalty payments. Please also file the acquisition agreement as an exhibit to
                                         the registration statement or tell us why it is not required to be filed.

This
disclosure has been revised on page 151 to address the Staff’s comments and the Technology Transfer Agreement with Mucokinetica
Ltd and the Consulting Agreements with Roderick Hall and Peter Cole contemplated therein have been filed as Exhibits 10.30, 10.31
and 10.32, respectively, to the Form S-4.

Our
Strengths, page 153

20. We
                                         note your statement that the human data collected for Ensysce’s lead product candidate
                                         reduces the risk of clinical failure. Please remove this conclusion that Ensysce has
                                         reduced the risk of clinical failure as it is premature and speculative.

The
disclosure under the caption “clinical proof of concept” on page 153 has been revised to address the Staff’s
comment.

PF614-101
Phase 1 Clinical Trial, page 156

21. Please
                                         revise your description of the Phase 1 clinical trial of PF614 to describe who conducted
                                         the trial and whether a head-to-head comparison was made to OxyContin OP. If a head-to-head
                                         comparison was not made, please tell us whether you expect to be able to reply on such
                                         comparison for purposes of marketing approval. Please also disclose the time period for
                                         the trial and the number of doses administered to each subject. Please also revise the
                                         “Safety” section to define “naltrexone” and explain its role
                                         in the clinical trial.

The
disclosure on page 156 has been revised to address the Staff’s comment.

Nafamostat,
page 157

22. Please
                                         revise to provide the basis for the claim that nafamostat has the potential to be effective
                                         for the treatment of COVID-19. To the extent the claim is based on Ensysce’s management’s
                                         belief, please so state.

The
disclosure under the caption “NAF-101 Phase 1 Clinical Trial” on page 157 has been revised to address the Staff’s
comments.

Intellectual
Property, page 158

23. Please
                                         consider disclosing the information in this section in tabular format e.g., by patent

United States securities and exchange commission logo
April 11, 2021
Daniel B. Silvers
Chief Executive Officer
Leisure Acquisition Corp.
250 West 57th Street , Suite 415
New York , NY 10107
Re:Leisure Acquisition Corp.
Registration Statement on Form S-4
Filed March 15, 2021
File No. 333-254279
Dear Mr. Silvers:
            We have reviewed your 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.
Registration Statement on Form S-4
Cover Page
1.Please revise the prospectus cover page to disclose the expected ownership percentages in
the combined company of LACQ's public stockholders, the Sponsor and the Strategic
Investor, the Other Stockholders and Ensysce's stockholders. Please also revise to identify
the Strategic Investor and the Other Stockholders.
Questions and Answers, page 5
2.Please disclose under an appropriate heading Ensysce's ability to issue the Newly Issued
Ensysce Convertible Notes and that shares underlying such notes will be exchanged
for shares of the combined company. Please make similar revisions in the Merger section.

 FirstName LastNameDaniel B.  Silvers
 Comapany NameLeisure Acquisition Corp.
 April 11, 2021 Page 2
 FirstName LastNameDaniel B.  Silvers
Leisure Acquisition Corp.
April 11, 2021
Page 2
3.Please revise this section, where appropriate, to disclose the number of redemptions that
would cause LACQ to fail to meet the net tangible assets test.
Q: Following the business combination, will LACQs securities continue to trade on a stock
exchange ? , page 6
4.Please disclose here and on the cover page when you will file the initial listing application
for the combined company and whether Nasdaq's determination will be known at the time
that stockholders are asked to vote on the merger agreement. Please revise to make it clear
whether the merger is conditioned upon Nasdaq listing approval.

Q: What conditions must be satisfied to complete the business combination ? , page 7
5.Please revise to identify which conditions to the completion of the merger may be waived.
Q: How do I exercise my redemption rights?, page 11
6.Please revise your disclosure here and throughout your document to indicate whether
stockholders must vote on the transaction (or must vote against the transaction) in order to
exercise their redemption rights.
Prospectus Summary
Ensysce, page 14
7.We note that Ensysce is a clinical-stage company with limited trial data to date and no
approved products. As such, please revise here and throughout to remove your claim that
Ensysce has "innovative solutions" for pain relief.
Risk Factors
Risks Related to Ensysce’s Business, Financial Condition and Capital Requirements, page 22
8.Please add a bullet point highlighting the potential dilutive effects of drawdowns under the
Share Purchase Agreement between Ensysce and GEM Global.
Risk Factors
Ensysce's internal controls over financial reporting currently do not meet all of the standards...,
page 62
9.Please revise your disclosure in this risk factor to specifically identify the material
weaknesses that were identified in Ensysce's controls over financial reporting. Please also
provide similar disclosure under an appropriate heading in the section "Ensysce's
Management's Discussion and Analysis of Financial Condition and Results of
Operations."

 FirstName LastNameDaniel B.  Silvers
 Comapany NameLeisure Acquisition Corp.
 April 11, 2021 Page 3
 FirstName LastNameDaniel B.  Silvers
Leisure Acquisition Corp.
April 11, 2021
Page 3
Background of the Transactions, page 80
10.Please revise your disclosure in this section to briefly explain why the merger agreement
between LACQ and GTWY Holdings was terminated.
11.Please revise your disclosure in this section to describe how LACQ arrived at the
valuation of $210 million for Ensysce. In your revisions, please describe the methodology
employed by LACQ's management and LACQ's board in reaching the valuation.
Financial Terms, page 84
12.We note your disclosure that the LACQ Board considered the financial analysis conducted
by LACQ’s management team and reviewed by the Board and that in its view such
analysis supported the valuation of Ensysce. Please expand your disclosure to describe the
process and methodology employed by LACQ management in preparing the financial
analysis and those employed by the LACQ Board in evaluating such analysis, including
the underlying assumptions. Address in your response the extent to which management or
the Board relied upon financial forecasts prepared by Ensysce management.
Strategic Terms, page 84
13.We note your statements that Ensysce has obtained Fast Track designation and that you
expect this designation to accelerate the FDA approval process and reduce the time to
commercial launch. Please revise your disclosure to explicitly state that fast track
designation does not guarantee an accelerated review by the FDA.

Certain Forecasted Financial Information for Ensysce, page 86
14.Please revise your discussion to clearly describe and quantify the significant assumptions
that support the revenue projections in each year through 2030. Include in your response a
discussion of the factors that you considered in determining that these assumptions were
reasonable. Refer to the relevant guidance in Item 10(b) of Regulation S-K. In addition,
please remove all disclaimers surrounding the financial projections, including the
statement that the projected financial information is the responsibility of Ensysce’s
management. LACQ, as the registrant, is responsible for all information in the filing and
may not disclaim responsibility for its contents.
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Adjustments to the Unaudited Combined Balance Sheet, page 125
15.We note that adjustment 4 consists of multiple transactions. Please show us the entries for
the individual components of adjustment 4 and consider how you might make the
disclosure clearer. Tell us how the adjustments reflect the payment of the costs of the
business combination of $10,939,596. Also tell us why you reflect payments through the
issuance of stock and not cash.

 FirstName LastNameDaniel B.  Silvers
 Comapany NameLeisure Acquisition Corp.
 April 11, 2021 Page 4
 FirstName LastNameDaniel B.  Silvers
Leisure Acquisition Corp.
April 11, 2021
Page 4
16.Please tell us why you do not discuss the impact of the GEM warrants in your pro forma
presentation.
Business Overview, page 151
17.Please revise the pipeline chart in this section and on page 155 to include a third column
for Phase III.
18.Please revise your disclosure in this section to define the term 'prodrug.'
Information About Ensysce, page 151
19.Please revise this section, where appropriate, to describe the material terms of Ensysce's
acquisition of Mucokinetica Ltd. and describe any ongoing obligations, including
potential future royalty payments. Please also file the acquisition agreement as an exhibit
to the registration statement or tell us why it is not required to be filed.
Our Strengths, page 153
20.We note your statement that the human data collected for Ensysce's lead product
candidate reduces the risk of clinical failure. Please remove this conclusion that Ensysce
has reduced the risk of clinical failure as it is premature and speculative.
PF614-101 Phase 1 Clinical Trial, page 156
21.Please revise your description of the Phase 1 clinical trial of PF614 to describe who
conducted the trial and whether a head-to-head comparison was made to OxyContin OP.
If a head-to-head comparison was not made, please tell us whether you expect to be able
to reply on such comparison for purposes of marketing approval. Please also disclose the
time period for the trial and the number of doses administered to each subject. Please also
revise the "Safety" section to define "naltrexone" and explain its role in the clinical trial.
Nafamostat, page 157
22.Please revise to provide the basis for the claim that nafamostat has the potential to be
effective for the treatment of COVID-19. To the extent the claim is based on Ensysce's
management's belief, please so state.
Intellectual Property, page 158
23.Please consider disclosing the information in this section in tabular format e.g., by patent
family. To the extent material, please also disclose the fact that Ensysce has not updated
patent office records to reflect Ensysce's ownership of patent filings related to PF614 and
other technologies, as referenced on page 58. If applicable, please discuss whether this
might place any limitations on Ensysce's ability to enforce its patents. Please also revise to
disclose the jurisdictions of Ensysce's foreign patents.

 FirstName LastNameDaniel B.  Silvers
 Comapany NameLeisure Acquisition Corp.
 April 11, 2021 Page 5
 FirstName LastNameDaniel B.  Silvers
Leisure Acquisition Corp.
April 11, 2021
Page 5
Ensysce's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the Years Ended December 31, 2020 and 2019, page 174
24.Please revise to include a discussion of federal grant revenue each period in your results of
operations. Refer to Item 303(b)(2) of Regulation S-K.
Liquidity and capital resources, page 175
25.Please revise this section, where appropriate, to discuss the material terms of Ensysce's
federal grant agreements, equity financings and convertible promissory notes.
Description of LACQ's Securities, page 180
26.Please revise this section to include a discussion of the exclusive forum provision
referenced on page 70.
Security Ownership of Certain Beneficial Owners and Management, page 187
27.Please revise to identify the natural persons with voting and/or dispositive control of the
shares held by HG Vora Capital Management, LLC and BV Advisory Partner, LLC.
Certain Relationships and Related Person Transactions
Covistat, page 192
28.Please revise your disclosure to clarify whether there are any revenue-sharing
arrangements with any of the co-investors in Covistat.
Leisure Acquisition Corp. Audited Financial Statements
Statements of Operations, page F-4
29.Please revise to include the fiscal year periods for each column.
Note 6. Commitments
Forgiveness of Accounts Payable, page F-14
30.We note that during the year ended December 31, 2020, two of your service providers
forgave certain amounts and as a result $3,298,207 was recorded as other income. Please
clarify the basis for your accounting treatment and tell us whether these service providers
were shareholders.
Ensysce Biosciences, Inc. Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Fair Value Measurement, page F-29
31.Please revise to disclose the significant assumptions used to determine the fair value of the

 FirstName LastNameDaniel B.  Silvers
 Comapany NameLeisure Acquisition Corp.
 April 11, 2021 Page 6
 FirstName LastName
Daniel B.  Silvers
Leisure Acquisition Corp.
April 11, 2021
Page 6
contingent put option. Refer to ASC 820-10-50-2(bbb).
            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.
            You may contact Jeanne Bennett at 202-551-3606 or Kate Tillan at 202-551-3604  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel L. Forman, Esq.

United States securities and exchange commission logo
November 2, 2020
George Peng
Chief Financial Officer
Leisure Acquisition Corp.
250 West 57th Street, Suite 415
New York, New York 10107
Re:Leisure Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 20, 2020
File No. 001-38306
Dear Mr. Peng:
            We have completed our review of your filing.  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 Ruairi Regan at 202-551-3269 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Daniel L. Forman, Esq.

United States securities and exchange commission logo
October 29, 2020
George Peng
Chief Financial Officer
Leisure Acquisition Corp.
250 West 57th Street, Suite 415
New York, New York 10107
Re:Leisure Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 20, 2020
File No. 001-38306
Dear Mr. Peng:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Timeline for Completing a Business Combination , page 9
1.We note the disclosure that you may not be able to continue to meet the listing standards
of Nasdaq.  Please disclose the effects of being delisted from Nasdaq on shareholders who
elect not to redeem including, for example, on the stock price and liquidity.  Please also
clearly disclose which Nasdaq requirements would continue to apply to your company in
the event you are delisted, such as the requirement that the initial business combination be
with a company that had an aggregate fair market value of 80% of the assets held in the
trust account.  Lastly, clearly disclose the risk that redemptions in connection with this
shareholder vote would further reduce the amount held in the trust and the impact that
would have upon your ability to find a business combination.
            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.

 FirstName LastNameGeorge Peng
 Comapany NameLeisure Acquisition Corp.
 October 29, 2020 Page 2
 FirstName LastName
George Peng
Leisure Acquisition Corp.
October 29, 2020
Page 2
            Please contact Ruairi Regan at 202-551-3269 or Pamela Howell at 202-551-3357 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Daniel L. Forman, Esq.

CORRESP
1
filename1.htm

        Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299

    October 29, 2020

        Daniel Forman

        Partner

        d 212.969.3096

        f 212.969.2900

        dforman@proskauer.com

        www.proskauer.com

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Ruairi Regan and Pamela Howell

 Re: Leisure Acquisition Corp.

Preliminary Proxy Statement
on Schedule 14A

Filed October 20, 2020

File No. 001-38306

Dear Mr. Regan and Ms. Howell:

On behalf of Leisure Acquisition Corp. (the
“Company”), we submit this letter in response to a comment from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) received by letter dated October 29, 2020 relating
to the above-referenced preliminary proxy statement of the Company filed with the Commission on Schedule 14A (File No. 001-38306)
on October 20, 2020 (the “Preliminary Proxy Statement”).

The Company is concurrently filing a revised
preliminary proxy statement (the "Revised Preliminary Proxy Statement") to reflect amendments to the Preliminary
Proxy Statement to address the Staff's comment via EDGAR. For the convenience of the Staff, we are supplementally providing blacklined
copies of the Revised Preliminary Proxy Statement, marked to show changes from the Preliminary Proxy Statement.

In this letter, we have recited the comment
from the Staff in italicized type and have followed each comment with the Company’s response. Capitalized terms used but
not defined in this letter shall have the meanings ascribed to such terms in the Revised Preliminary Proxy Statement. Except as
otherwise specifically indicated, page references in the Company’s responses to the Staff’s comment corresponds to
the pagination of the Revised Preliminary Proxy Statement.

Preliminary Proxy Statement on Schedule 14A filed October
20, 2020

Timeline for Completing a Business Combination, page 9

We note the disclosure that you may not be able
to continue to meet the listing standards of Nasdaq. Please disclose the effects of being delisted from Nasdaq on shareholders
who elect not to redeem including, for example, on the stock price and liquidity. Please also clearly disclose which Nasdaq requirements
would continue to apply to your company in the event you are delisted, such as the requirement that the initial business combination
be with a company that had an aggregate fair market value of 80% of the assets held in the trust account. Lastly, clearly disclose
the risk that redemptions in connection with this shareholder vote would further reduce the amount held in the trust and the impact
that would have upon your ability to find a business combination.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 9 of the Revised Preliminary Proxy Statement.

* * * *

We hope that the foregoing has been responsive
to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate
to contact me at (212) 969-3096 with any questions or comments regarding this filing or if you wish to discuss the above.

    Sincerely,

    /s/ Daniel Forman

    Daniel Forman

 cc: Daniel Silvers, Chief Executive Officer

George Peng, Chief Financial Officer

Jeffrey Horwitz, Proskauer

CORRESP
1
filename1.htm

LEISURE ACQUISITION CORP.

250 West 57th Street, Suite 2223

New York, New York 10107

December 1, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-1004

Attention: Larry Spirgel

 Re: Leisure Acquisition Corp.

Registration Statement on Form S-1 (File
No. 333-221330)

Acceleration Request:

Requested Date: December 1, 2017

Requested Time: 9:00 AM Eastern Time

Dear Mr. Spirgel:

On November 28, 2017, Leisure Acquisition
Corp. (the “Company”) requested acceleration of the effective date of the above-referenced Registration Statement
on Form S-1 (File No. 333-221330) (the “Registration Statement”) so that it would become effective at 3:00 p.m.
(New York time) on November 30, 2017, or as soon thereafter as practicable.

Pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, the Company hereby instead requests the the acceleration of the effective date of
the Registration Statement so that it may become effective at the “Requested Date” and “Requested Time”
set forth above, or as soon thereafter as practicable.

[Signature page follows]

    LEISURE ACQUSITION CORP.

    By:
    /s/ Daniel B. Silvers

    Name:
    Daniel B. Silvers

    Title:
    Chief Executive Officer

[Signature
Page – Company Acceleration Request]

CORRESP
1
filename1.htm

December 1, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Larry Spirgel

 Re: Leisure Acquisition Corp.

Registration Statement on Form S-1

Filed November 3, 2017, as amended

File No. 333-221330

Dear Mr. Spirgel:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby
joins in the request of Leisure Acquisition Corp. that the effective date of the above-referenced Registration Statement not occur
on November 30, 2017, as previously requested in our letter to you dated November 28, 2017, and instead be accelerated so as to
permit it to become effective at 9:00 a.m. Washington D.C. time on December 1, 2017, or as soon thereafter as practicable.

* * *

[signature page follows]

    Very truly yours,

    Morgan Stanley & Co. LLC,

    as Representative of the Several Underwriters

    By:
    /s/ Jon Sierant

    Name:
    Jon Sierant

    Title:
    Executive Director

[Signature Page to Underwriter Acceleration
Request Letter]

CORRESP
1
filename1.htm

November 28, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Larry Spirgel

    Re:
    Leisure Acquisition Corp.

    Registration Statement on Form S-1

    Filed November 3, 2017, as amended

    File No. 333-221330

Dear Mr. Spirgel:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby
joins in the request of Leisure Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 3:00 p.m. Washington D.C. time on November 30, 2017, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advises that as of the date hereof, 250 copies of the Preliminary Prospectus dated November 28, 2017
have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[signature page follows]

    Very truly yours,

    Morgan Stanley & Co. LLC,

    as Representative of the Several Underwriters

    By:
    /s/ Jon Sierant

    Name:
    Jon Sierant

    Title:
    Executive Director

[Signature Page to Underwriter Acceleration
Request Letter]

CORRESP
1
filename1.htm

LEISURE ACQUISITION CORP.

250 West 57th Street, Suite 2223

New York, New York 10107

November 28, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-1004

Attention: Larry Spirgel

    Re:
    Leisure Acquisition Corp.

    Registration Statement on Form S-1 (File No. 333-221330)

Acceleration Request:

Requested Date: November 30, 2017

Requested Time: 3:00 PM Eastern Time

Dear Mr. Spirgel:

Pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, Leisure Acquisition Corp. (the “Company”) hereby respectfully
requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-221330) (the
“Registration Statement”) so that it may become effective at the “Requested Date” and “Requested
Time” set forth above, or as soon thereafter as practicable.

In connection with this acceleration request,
the Company hereby acknowledges that:

(a)       should
the U.S. Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

(b)       the
action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement;
and

(c)       it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

The Company understands that the staff will
consider this request as confirmation by the Company of its awareness of its responsibilities under the Securities Act of 1933
and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the Registration
Statement.

[Signature page follows]

    LEISURE ACQUISITION CORP.

    By:
    /s/ Daniel B. Silvers

    Name:
    Daniel B. Silvers

    Title:
    Chief Executive Officer

[Signature Page – Company
Acceleration Request]

CORRESP
1
filename1.htm

       Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299

    Frank Lopez

        Partner

        d 212.969.3492

        f 212.969.2900

        flopez@proskauer.com

        www.proskauer.com

November 16, 2017

VIA EDGAR AND COURIER

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Larry Spirgel

 Re: Leisure Acquisition Corp.

Registration Statement on Form S-1

Filed November 3, 2017

File No. 333-221330

Dear Mr. Spirgel:

On behalf of Leisure Acquisition Corp. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) received by letter dated November 13, 2017 relating
to the above-referenced registration statement of the Company filed with the Commission on Form S-1 (File No. 333-221330) on November
3, 2017 (the “Registration Statement”).

The Company is concurrently filing via EDGAR
Amendment No. 1 to the Registration Statement (“Amendment No. 1”). For the convenience of the Staff, we are
supplementally providing blacklined copies, complete with exhibits, of Amendment No. 1, marked to show changes from the Registration
Statement.

In this letter, we have recited the comments
from the Staff in italicized type and have followed each comment with the Company’s response. Capitalized terms used but
not defined in this letter shall have the meanings ascribed to such terms in Amendment No. 1. Except as otherwise specifically
indicated, page references in the Company’s responses to the Staff’s comments correspond to the pagination of Amendment
No. 1.

Management

Conflicts of Interest, page 107

 1. We note your statement on page 108 that your management team is not currently involved in any other blank check offerings.
However, it appears that Mr. Carrera is currently associated with Andina Acquisition Corp. II, a blank check company that recently
announced it has entered a definitive agreement to acquire an operating company. You also disclose elsewhere in the registration
statement that Mr. Weil, Mr. Silvers, and Mr. Peng have provided consulting services to Andina II in connection with its contemplated
business combination. Therefore, please review your disclosure to fully encompass your management team’s involvement in other
blank check offerings, including those offerings that have not yet closed.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on page 108 of Amendment No. 1.

Signatures, page II-7

 2. Please indicate who will be signing in the capacity of principal accounting officer or controller. Refer to Instruction
1 to the Signatures section on Form S-1.

Response: In response to
the Staff’s comment, the Company has indicated who will be signing in the capacity of principal accounting officer on page
II-7 of Amendment No. 1.

* * * *

We hope that the foregoing has been responsive
to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate
to contact me at (212) 969-3492 with any questions or comments regarding this filing or if you wish to discuss the above.

    Sincerely,

    /s/ Frank J. Lopez

    Frank J. Lopez

 cc: A. Lorne Weil, Leisure Acquisition Corp.

Daniel B. Silvers, Leisure Acquisition Corp.

Jeffrey A. Horwitz, Proskauer Rose LLP

Daniel L. Forman, Proskauer Rose LLP

Gregg A. Noel, Skadden, Arps, Slate, Meagher
& Flom LLP

Jonathan B. Ko, Skadden, Arps, Slate, Meagher
& Flom LLP

2

Mail Stop 3720

November 13, 2017

Daniel B. Silvers
Chief Executive Officer and Director
Leisure Acquisition Corp.
250 West 57th Street, Suite 2223
New York, NY 10107

Re: Leisure Acquisition Corp
Registration Statement on Form S -1
Filed November 3, 2017
  File No. 333 -221330

Dear Mr. Silvers :

We have reviewed your 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 bel ieve 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.

Management

Conflicts of Interest, page 107

1. We note your statement  on page 108 that your management team is not currently
involved in any other blank check offerings.  However, it appears that Mr. Carrera is
currently associated with Andina Acquisition Corp. II, a blank check company that
recently announced it has entered into a definitive agreement to acquire an operating
company.  You also disclose elsewhere in the registration statement that Mr. Weil, Mr.
Silvers, and Mr. Peng have provided consulting services to Andina II i n connection with
its contemplated business combination.  Therefore, please revise your disclosure to fully
encompass your management team’s involvement in other blank check offerings,
including those offerings that have not yet closed .

Daniel B. Silvers
Leisure Acquisition Corp.
November 13, 2017
Page 2

 Signatures, page I I-7

2. Please indicate  who will be signing in the capacity of principal accounting officer or
controller.  Refer to Instruction 1 to the Signatures section on Form S -1.

We remind you that the company and its management are responsible for the accuracy
and a dequacy 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.

You may contact Joseph Kempf, Senior Staff Accountant  at (202) 551 -3352 or Robert S.
Littlepage, Accountant Branch Chief at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Joshua Shainess,
Attorney -Adviser  at (202) 551 -7951, Celeste M. Murphy, Legal Branch Chief at (202) 551 -3257,
or me at (202) 551 -3810 with any other q uestions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

    November 3, 2017

        Frank Lopez

        Partner

        d 212.969.3492

        f 212.969.2900

        flopez@proskauer.com

        www.proskauer.com

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Larry Spirgel

 Re: Leisure Acquisition Corp.

Draft Registration Statement
on Form S-1

Submitted October 3, 2017

CIK No. 0001716947

Dear Mr. Spirgel:

On behalf of Leisure Acquisition Corp. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) received by letter dated October 27, 2017 relating
to the above-referenced draft registration statement of the Company confidentially submitted to the Commission on Form S-1 on October
2, 2017 (the “Draft Registration Statement”).

The Company is concurrently filing via EDGAR
the Registration Statement (the “Registration Statement”). For the convenience of the Staff, we are supplementally
providing blacklined copies, complete with exhibits, of the Registration Statement, marked to show changes from the Draft Registration
Statement.

In this letter, we have recited the comments
from the Staff in italicized type and have followed each comment with the Company’s response. Capitalized terms used but
not defined in this letter shall have the meanings ascribed to such terms in the Registration Statement. Except as otherwise specifically
indicated, page references in the Company’s responses to the Staff’s comments correspond to the pagination of the Registration
Statement.

General

 1. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities
Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.

Response: The Company advises the Staff that
it will supplementally provide the Staff with copies of all written communications presented to potential investors in reliance
on Section 5(d) of the Securities Act. The Company further advises the Staff that investors will not retain copies of such materials.

 2. Please submit all exhibits as soon as possible, particularly the form of amended and restated certificate of incorporation.

Response: The Company has included
substantially all of the exhibits with the Registration Statement, including the form of amended and restated certificate of
incorporation, and will file any remaining exhibits with subsequent public filings. The Company acknowledges that the Staff
will need adequate time to review these documents before effectiveness.

Summary

Our Company, page 2

 3. Consider including an explanation of how the Company defines leisure-related businesses and/or examples of the types of
companies that management views as operating under the umbrella of the “leisure-related” sector.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on pages 2 and 76 of the Registration Statement.

 4. Please revise to include more prominent disclosure cautioning potential investors against relying on assertions about Mr.
Weil’s and Mr. Silvers’ past performance, particularly with respect to Mr. Weil’s involvement with two successor
entities of blank check companies, as indicative of future performance of Leisure Acquisition Corp.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on pages 5, 46 and 79 of the Registration Statement.

Our Sponsorship, page 5

 5. We note your statement that your management team has “significant experience in identifying businesses with opportunities
to accelerate organic growth and/or add on attractive acquisition targets.” Please briefly describe in more detail the background
for this statement, including management’s prior and/or current roles at Scientific Games, Inspired Entertainment, and the
various investment banking, management consulting, and board service roles that you refer to.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on pages 2 and 76 of the Registration Statement.

    2

 6. It appears certain of your directors, officers, and sponsors have been involved with other special purpose acquisition companies
(SPACs). Disclose here and on page 79 the names of all such SPACs and discuss briefly any acquisitions made by those SPACs, the
current trading markets of the applicable post-business combination entities, and the benefits received by the control persons
from their respective association with those entities.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on pages 6 and 80 of the Registration Statement.

 7. We note your disclosure that Hydra Management and Matthews Lane Capital Partners have partnered together on “numerous
efforts.” Please describe in greater detail the history of that relationship and provide substantive examples of the prior
ventures.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on pages 5, 6, 79 and 80 of the Registration Statement.

The Offering, page 10

 8. We note the redemption feature of the public warrants whereby the company may redeem the public warrants for common stock
based upon the “fair market value” of the common stock. Please disclose here and in the description of the public warrants
on page 117 the purpose and effect of this redemption feature and that this redemption feature differs from warrant redemption
features used in other blank check offerings. Disclose when and why the company would redeem the public warrants in this manner.
Explain how the “redemption price” will be determined. Provide an example to illustrate the operation of the redemption
feature.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on pages 13, 14, 122 and 123 of the Registration Statement to provide additional
detail relating to the “cashless” redemption feature of the public warrants, including disclosure that this redemption
feature may differ from the warrant redemption feature used by other blank check companies. The Company has also clarified that
if a holder does not elect to exercise his or her warrants during the redemption period, he or she will be forced to accept the
nominal redemption price of $0.01 per warrant. Additionally, the Company has provided an example illustrating the operation of
the “cashless” redemption feature of the public warrants.

 9. We note that you have 27 months, including the three month extension period, within which to complete the initial business
combination and that the extension period is applicable only if the Company has executed a letter of intent for a business combination
within 24 months from the closing of this offering. Please disclose whether the Company may seek to amend its amended and restated
certificate of incorporation to extend the date by which it must consummate a business combination should the Company require time
beyond the 27 months.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on pages 25 and 93 of the Registration Statement.

    3

Risk Factors

Our public stockholders may not be afforded an opportunity
to vote on our proposed business combination, which means we may complete our initial business combination even though a majority
of our public stockholders do not support such a combination, page 29

 10. We note your disclosure that there are certain circumstances which, if occurring, may not require you to seek stockholder
approval of a future business combination. Please enhance your disclosure to include greater detail about the factors you will
consider when determining whether to seek stockholder approval in those instances where you would not be statutorily required to
do so. Explain, for example, how the timing of a proposed transaction would weigh for or against seeking shareholder approval.

Response: The Company has revised the disclosure
on page 88.

Our stockholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares, page 39

 11. Disclose here that due to the Company’s intention to comply with the procedures set forth in Section 281(b) of the
Delaware General Corporation Law, stockholders will not know at the time of dissolution the scope of potential claims against you.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on page 40 of the Registration Statement.

Management

Conflicts of Interest, page 105

 12. We note your disclosure that your officers and directors may have a conflict of interest with respect to evaluating a particular
business combination if the retention or resignation of any such officers and directors were to be included by a target business
as a condition to any agreement with respect to your initial business combination. Discuss here and in the summary whether management
expects to continue with the company following consummation of a business combination. Similarly, address how the company intends
to balance the prospect of a given transaction and its merits with the possible expectation of management seeking to enter into
employment contracts with a target.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on pages 5, 46 and 108 of the Registration Statement.

 13. Please specifically address the other blank check offerings that management is currently involved in. Discuss in greater
detail the risk of conflicts and competition between these entities and management, and state whether management will have procedures
in place to resolve conflicts of interest.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on page 108 of the Registration Statement noting that management is not currently
involved in any other blank check offerings.

    4

 14. We note your disclosure that each of your officers and directors presently has “additional fiduciary or contractual
obligations to other entities pursuant to which such officer or director is or will be required to present a business combination
opportunity.” Please discuss in greater detail the nature of these obligations, the type of entities to which your officers
or directors owe these fiduciary or contractual obligations, the number of such entities, and whether scenarios could arise whereby
business opportunities may be provided to one of the other entities instead of to Leisure Acquisition Corp.

Response: In response to the Staff’s
comment, the Company has supplemented the disclosure on pages 8, 82 and 109 of the Registration Statement.

* * * *

We hope that the foregoing has been responsive
to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate
to contact me at (212) 969-3492 with any questions or comments regarding this filing or if you wish to discuss the above.

Sincerely,

/s/ Frank J. Lopez

Frank J. Lopez

    cc:
    A. Lorne Weil, Leisure Acquisition Corp.

Daniel B. Silvers, Leisure Acquisition Corp.

Jeffrey A. Horwitz, Proskauer Rose LLP

Daniel L. Forman, Proskauer Rose LLP

Gregg A. Noel, Skadden, Arps, Slate, Meagher
& Flom LLP

Jonathan B. Ko, Skadden, Arps, Slate, Meagher
& Flom LLP

    5

Mail Stop 3720

October 27, 2017

Daniel B. Silvers
Chief Executive Officer and Director
Leisure Acquisition Corp.
250 West 57th Street, Suite 2223
New York, NY 10107

Re: Leisure Acquisition Corp.
Draft Registration Statement on Form S -1
Submitted October 3, 2017
  CIK No. 0001716947

Dear Mr. Silvers :

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 circu mstances 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.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in rel iance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

2. Please submit all exhibits as soon as possible, particularly the form of amended and
restated certificate of incorporation.

Daniel B. Silvers
Leisure Acqui sition Corp.
October 27, 2017
Page 2

 Summary

Our Company, pa ge 2

3. Consider including an explanation of how the Company defines leisure -related businesses
and/or examples of the types of companies that management views as operating under the
umbrella of the “leisure -related” sector.

4. Please revise to include more pr ominent disclosure cautioning potential investors against
relying on assertions about Mr. Weil’s and Mr. Silver’s past performance, particularly
with respect to Mr. Weil’s involvement with two successor entities of blank check
companies, as indicative of f uture performance of Leisure Acquisition Corp.

Our Sponsorship, page 5

5. We note your statement that your management team has “significant experience in
identifying businesses with opportunities to accelerate organic growth and/or add on
attractive acquisi tion targets.”  Please briefly describe in more detail the background for
this statement, including management’s prior and/or current roles at Scientific Games,
Inspired Entertainment, and the various investment banking, management consulting, and
board s ervice roles that you refer to.

6. It appears certain of your directors, officers, and sponsors have been involved with other
special purpose acquisition companies (SPACs).  Disclose here and on page 79 the names
of all such SPACs and discuss briefly any acqu isitions made by those SPACs, the current
trading markets of the applicable post -business combination entities, and the benefits
received by the control persons from their respective as sociation with those entities.

7. We note your disclosure that Hydra Mana gement and Matthews Lane Capital Partners
have partnered together on “numerous efforts.”  Please describe in greater detail the
history of that relationship and provide substantive examples of the prior ventures.

The Offering, page 10

8. We note the redemption feature of the public warrants whereby the company may redeem
the public warrants for common stock based upon the “fair market value” of the common
stock.  Please disclose here and in the description of the public warrants on page 117 the
purpos e and effect of this redemption feature and that this redemption feature differs
from warrant redemption features used in other blank check offerings.  Disclose when
and why the company would redeem the public warrants in this manner.  Explain how the
“redemption price” will be determined.  Provide an example to illustrate the operation of
the redemption feature.

Daniel B. Silvers
Leisure Acqui sition Corp.
October 27, 2017
Page 3

 9. We note that you have 27 months, including the three month extension period, within
which to complete the initial business combination and that t he extension period is
applicable only if the Company has executed a letter of intent for a business combination
within 24 months from the closing of this offering.  Please disclose whether the Company
may seek to amend its amended and restated certificate  of incorporation to extend the
date by which it must consummate a business combination should the Company require
time beyond the 27 months.

Risk Factors

Our public stockholders may not be afforded an opportunity to vote on our proposed business
combina tion, which means we may complete our initial business combination even though a
majority of our public stockholders do not support such a combination, page 29

10. We note your disclosure that there are certain circumstances which, if occurring, may not
requi re you to seek stockholder approval of a future business combination.  Please
enhance your disclosure to include greater detail about the factors you will consider when
determining whether to seek stockholder  approval in those instances where you would
not be statutorily required to do so.  Explain, for example, how the timing of a proposed
transaction would weigh for or against seeking shareholder approval.

Our stockholders may be held liable for cla ims by third parties against us  to the extent of
distrib utions received by them upon redemption of their shares, page 39

11. Disclose here that due to the Company’s intention to comply with the procedures set forth
in Section 281(b) of the Delaware General Corporation Law, stockholders will not know
at the time of  dissolution the scope of potential claims against you.

Management

Conflicts of Interest, page 105

12. We note your disclosure that your officers and directors may have a conflict of interest
with respect to evaluating a particular business combination if t he retention or resignation
of any such officers and directors were to be included by a target business as a condition
to any agreement with respect to your initial business combination.  Discuss here and in
the summary whether management expects to contin ue with the company following
consummation of a business combination.  Similarly, address how the company intends
to balance the prospect of a given transaction and its merits with the possible expectation
of management seeking to enter into employment con tracts with a target.

Daniel B. Silvers
Leisure Acqui sition Corp.
October 27, 2017
Page 4

 13. Please specifically address the other blank check offerings that management is currently
involved in.  Discuss in greater detail the risk of conflicts and competition between these
entities and management, and state whether managem ent will have procedures in place to
resolve conflicts of interest.

14. We note your disclosure that each of your officers and directors presently has “additional,
fiduciary or contractual obligations to other entities pursuant to which such officer or
direct or is or will be required to present a business combination opportunity.”  Please
discuss in greater detail the nature of these obligations, the type of entities to which your
officers or directors owe these fiduciary or contractual obligations, the number  of such
entities, and whether scenarios could arise whereby business opportunities may be
provided to one of the other entities instead of to Leisure Acquisition Corp.

You may contact Joseph Kempf , Senior Staff Accountant  at (202) 551 -3352  or Robert S.
Littlepage, Accountant Branch Chief at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Joshua Shainess,
Attorney -Adviser  at (202) 551 -7951, Celeste M. Murphy , Legal Branch Chief  at (202) 551 -3257,
or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications