SEC Comment Letter 0000000000-25-001070 to Vyome Holdings, Inc (HIND)
Vyome Holdings, Inc
Date: Jan. 31, 2025 · CIK: 0001427570 · Accession: 0000000000-25-001070
AI Filing Summary & Sentiment
File numbers found in text: 333-282459
Letter
January 31, 2025 Paul Hickey President and Chief Executive Officer ReShape Lifesciences Inc. 18 Technology Dr., Suite 110 Irvine, CA 92618 Re:ReShape Lifesciences Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed January 14, 2025 File No. 333-282459 Dear Paul Hickey: We have reviewed your amended registration statement and have the following comments. 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. Unless we note otherwise, any references to prior comments are to comments in our December 20, 2024 letter. Amendment No. 2 to Registration Statement on Form S-4 Certain U.S. Federal Income Tax Consequences, page 140 1.We refer to the short-form opinion filed as Exhibit 8.2. Please revise to indicate that the disclosure in the prospectus regarding the U.S. federal income tax consequences of the Merger or Asset Sale to U.S. Holders of ReShape Shares represents the opinion of Fox Rothschild LLP. For guidance regarding short-form tax opinions, please refer to Staff Legal Bulletin No. 19 (Oct. 14, 2011). With reference to page 3 of the long-form tax opinion filed as Exhibit 8.1, please revise the prospectus disclosure on pages 21, 101, and 141 to clarify that it is the opinion of Sichenzia Ross Ference Carmel LLP (“SRFC”) that the Exchange will be treated as a reorganization under Code section 368(a)(1)(a) and that under Code 2.
January 31, 2025 Page 2 section 354 of the Code no gain or loss will be recognized by the U.S. Holders of Vyome stock as a result of the Merger. Also disclose that SRFC’s tax opinion is presented in Exhibit 8.1 to the registration statement. For guidance regarding long- form tax opinions, please refer to Staff Legal Bulletin No. 19 (Oct. 14, 2011). Vyome's Executive Compensation, page 210 3.Please provide executive compensation information, where applicable, for the fiscal year ended 12/31/2024 for both Vyome and ReShape. Please contact Gary Newberry at 202-551-3761 or Mary Mast at 202-551-3613 if you have questions regarding comments on the financial statements and related matters. Please contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Brett Hanson, Esq.
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January 31, 2025
Paul Hickey
President and Chief Executive Officer
ReShape Lifesciences Inc.
18 Technology Dr., Suite 110
Irvine, CA 92618
Re:ReShape Lifesciences Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 14, 2025
File No. 333-282459
Dear Paul Hickey:
We have reviewed your amended registration statement and have the following
comments.
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. Unless we note
otherwise, any references to prior comments are to comments in our December 20, 2024
letter.
Amendment No. 2 to Registration Statement on Form S-4
Certain U.S. Federal Income Tax Consequences, page 140
1.We refer to the short-form opinion filed as Exhibit 8.2. Please revise to indicate that
the disclosure in the prospectus regarding the U.S. federal income tax consequences of
the Merger or Asset Sale to U.S. Holders of ReShape Shares represents the opinion of
Fox Rothschild LLP. For guidance regarding short-form tax opinions, please refer to
Staff Legal Bulletin No. 19 (Oct. 14, 2011).
With reference to page 3 of the long-form tax opinion filed as Exhibit 8.1, please
revise the prospectus disclosure on pages 21, 101, and 141 to clarify that it is the
opinion of Sichenzia Ross Ference Carmel LLP (“SRFC”) that the Exchange will be
treated as a reorganization under Code section 368(a)(1)(a) and that under Code 2.
January 31, 2025
Page 2
section 354 of the Code no gain or loss will be recognized by the U.S. Holders of
Vyome stock as a result of the Merger. Also disclose that SRFC’s tax opinion is
presented in Exhibit 8.1 to the registration statement. For guidance regarding long-
form tax opinions, please refer to Staff Legal Bulletin No. 19 (Oct. 14, 2011).
Vyome's Executive Compensation, page 210
3.Please provide executive compensation information, where applicable, for the fiscal
year ended 12/31/2024 for both Vyome and ReShape.
Please contact Gary Newberry at 202-551-3761 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Brett Hanson, Esq.