SecProbe.io

March 20, 2025
Jeffery Craig
General Counsel and Corporate Secretary
NeueHealth, Inc.
9250 NW 36th St., Suite 420
Doral, FL 33178
Re:NeueHealth, Inc.
Schedule 13E-3/A filed March 14, 2025
File No. 005-92640
Revised Preliminary Proxy Statement on Schedule 14A filed March 14, 2025
File No. 001-40537
Dear Jeffery Craig:
            We have reviewed your filings and have the following comments.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in the preliminary proxy statement,
as revised, unless otherwise indicated.
Schedule 13E-3/A and Revised Preliminary Proxy Statement on Schedule 14A, each filed
March 14, 2025
General
1.Please revise to mark the cover page of the Proxy Statement as a “Preliminary Copy,”
as required by Rule 14a-6(e)(1) of Regulation 14A.
Opinion of Lincoln International LLC, page 43
We reissue prior comment 14 in our letter dated February 21, 2025. We are unable to
agree that the summaries of the presentations filed as Exhibits (c)(2) – (c)(5) to the
Schedule 13E-3 on pages 25-27 of the Proxy Statement are detailed enough to contain
the information required by Item 1015(b)(6) of Regulation M-A. We note that your
response indicates that the presentations dated August 5, 2024 and August 16, 2024
are not material to the Merger because they relate to prior offers by NEA at proposed 2.

March 20, 2025
Page 2
prices per share that are materially different from the Merger Consideration. However,
Item 1015(a) of Regulation M-A and Item 9 of Schedule 13E-3 require disclosure
about any report, opinion or appraisal materially related to the transaction as a whole.
We also note that your response states that the presentations dated August 5, 2024,
August 16, 2024, and August 27, 2024 were "simply updates of the supplemental
premiums paid analysis contained in the appendix of Lincoln's presentation dated
August 1, 2024." Please revise to summarize how each of these three presentations
updated the original, August 1 premiums paid analysis.
Security Ownership of Certain Beneficial Owners and Management, page 113
3.We reissue in part prior comment 17 in our letter dated February 21, 2025. We note
that your revised disclosure on page 13 of the Schedule 13E-3 and this section of the
Proxy Statement combined cover the beneficial ownership (or lack thereof) of all
Schedule 13E-3 filing persons and the Company's directors and named executive
officers. However, apart from the Company's directors and named executive officers,
this disclosure still does not address the beneficial ownership of each person specified
in Instruction C to Schedule 13E-3 for each filing person of the Schedule 13E-3. See
the section entitled "Other Important Information Regarding the Parent Filing
Parties" beginning on page 120 of the Proxy Statement.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions