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                            June 25, 2020

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

                                                        Re: Amesite Operating
Company
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted June 22,
2020
                                                            CIK No. 0001807166

       Dear Dr. Sastry:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. References to our prior comments refer to our letter dated
June 15, 2020.

       Amendment No. 2 to Draft Registration Statement on Form S-1

       Prospectus Summary
       Corporate Reorganization, page 4

   1.                                                   In response to prior
comment 1, you have revised your disclosure to clarify that the
                                                        company will be
substantially similar to Amesite Parent after the Reorganization
                                                        other than the removal
of the holding company structure and addition of a federal
                                                        exclusive forum
provision to the certificate of incorporation. Please clarify in your
                                                        "Reasons for the
Reorganization" discussion the extent to which the factors discussed will
                                                        remain the same after
the Reorganization. For example, we note that, like Amesite Parent,
                                                        the company has no
trading market, will have approximately the same number of
                                                        shareholders as Amesite
Parent, will have substantially the same corporate
 Ann Marie Sastry, Ph.D
Amesite Operating Company
June 25, 2020
Page 2
       governance, and that you intend to register the company's shares under
Section 12 of the
       Exchange Act. As another example, it is not clear why the Reorganization
facilitates
       undertaking an initial public offering and listing on a national
securities exchange
       compared to the existing corporate structure and corporate governance of
Amesite Parent.
       Please clarify your disclosure. In addition, disclose whether the
Reorganization is
       conditioned on the consummation of the offering.
The Offering, page 6

2.     Please clarify that the amount of shares outstanding after the offering
includes the shares
       issuable upon conversion of the convertible notes recently issued by
Amesite Parent.
Capitalization, page 23

3.     Please revise to disclose the impact on pro forma equity and earnings
per share for the
       promissory notes that will be converted into common stock upon
consummation of the
       Reorganization and completion of this offering.
General

4.     You disclose on page II-3 that the shares to be issued in connection
with the
       Reorganization are exempt from registration under Section 4(a)(2) of the
Securities Act or
       Rule 506 of Regulation D. In your response letter, please provide your
analysis of why
       you believe the exemption you are relying upon is available. For
example, address the
       number and nature of the persons who will be issued shares. In this
regard, you disclose
       on page 4 that Amesite Parent's common stock is currently held by
approximately 149
       holders and that the Reorganization is subject to the approval of the
stockholders of
       Amesite Parent.
        You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edwin Kim, Staff
Attorney, at (202) 551-
3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other
questions.



                                                             Sincerely,
FirstName LastNameAnn Marie Sastry, Ph.D
                                                             Division of
Corporation Finance
Comapany NameAmesite Operating Company
                                                             Office of
Technology
June 25, 2020 Page 2
cc:       Richard Friedman, Esq.
FirstName LastName