April 23, 2026
Via EDGAR Transmission
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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| Re: |
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Amesite Inc.
Withdrawal of Registration Statement on Form S-1
File No. 333-295187 |
Ladies and Gentlemen:
Pursuant to Rule 477
under the Securities Act of 1933, as amended (the “Securities Act”), Amesite Inc. (the “Registrant”) hereby requests
the immediate withdrawal of the above-referenced registration statement, together with all exhibits and amendments thereto (the “Registration
Statement”). The Registration Statement was initially filed with the Securities and Exchange Commission (the “SEC”)
on April 20, 2026.
The Registrant is requesting
to withdraw the Registration Statement because it has elected not to pursue the sale of securities pursuant to the Registration Statement
at this time. The Registrant confirms that no securities were sold in connection with the offering contemplated by the Registration Statement.
Please direct any questions
or comments regarding this correspondence to our counsel, Sean F. Reid of Sheppard Mullin Richter & Hampton LLP, at (212) 896-0610.
Thank you for your assistance
in this matter.
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Very truly yours, |
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AMESITE INC. |
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/s/ Ann Marie Sastry |
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Names: |
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Ann Marie Sastry, Ph.D |
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Title: |
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Chief Executive Officer |
