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                              January 26, 2024

       Brian Zasitko
       Chief Financial Officer
       Lucy Scientific Discovery, Inc.
       301-1321 Blanshard Street
       Victoria, British Columbia, Canada V8W 0B6

                                                        Re: Lucy Scientific
Discovery, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed on January
12, 2024
                                                            File No. 333-276489

       Dear Brian Zasitko:

              We have conducted a limited review of your registration statement
and have the
       following comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

       Registration Statement on Form S-1 filed January 12, 2024

       Selling Stockholders, page 30

   1.                                                   In a PIPE transaction,
a registered resale of securities is permitted where the investor is
                                                        irrevocably bound to
purchase a set number of securities for a set purchase price that is
                                                        not based on a market
price or a fluctuating ratio. In addition, there can be no conditions
                                                        that an investor can
cause not to be satisfied, including conditions related to market price
                                                        of the securities.
Further, the closing of the private placement of the unissued securities
                                                        must occur within a
short time after the effectiveness of the resale registration statement.
                                                        In light of such,
please provide us with your analysis regarding your eligibility to register
                                                        the resale of the
common stock underlying the Notes that may be issued in connection
                                                        with Subsequent
Tranches, the payment for which remain in the selling stockholders' "sole
                                                        discretion", and the
1,364,325 common shares issuable upon effectiveness of the
                                                        registration statement
with a value based on the lowest daily VWAP during the 20 trading
                                                        days preceding the date
of issuance. For guidance, refer to Securities Act Sections
 Brian Zasitko
Lucy Scientific Discovery, Inc.
January 26, 2024
Page 2
       Compliance & Disclosure Interpretation 139.11.
        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 Tamika Sheppard at 202-551-8346 or Laura Crotty at
202-551-7614 with
any other questions.



                                                           Sincerely,
FirstName LastNameBrian Zasitko
                                                           Division of
Corporation Finance
Comapany NameLucy Scientific Discovery, Inc.
                                                           Office of Life
Sciences
January 26, 2024 Page 2
cc:       Joseph Lucosky, Esq.
FirstName LastName