SecProbe.io

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    9250 NW 36th St., Suite 420

    Doral, FL 33178

    Telephone: (612) 238-1321

    www.neuehealth.com

    March 14, 2025

    Division of Corporation Finance

    Office of Mergers & Acquisitions

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549-3561

    Attention: Shane Callaghan

            Re:          

            NeueHealth, Inc.

            Schedule 13E-3 filed February 3, 2025

            File No. 005-92640

            Preliminary Proxy Statement on Schedule 14A filed February 3, 2025

            File No. 001-40537

    Dear Mr. Callaghan:

    On behalf of NeueHealth, Inc. (the “Company”), we acknowledge receipt of the letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
      Commission (the “Commission”) to the Company, dated February 21, 2025, with respect to the above-referenced Schedule 13E-3 filed with the Commission on February 3, 2025 (the “Schedule 13E-3”), and the above-referenced Preliminary Proxy
      Statement on Schedule 14A filed with the Commission on February 3, 2025 (the “Preliminary Proxy Statement”). Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the Preliminary Proxy Statement (the “Amended

        Preliminary Proxy Statement”) and the Company and the other filing persons are filing Amendment No. 1 to the Schedule 13E-3 (the “Amended Schedule 13E-3”).  The Amended Preliminary Proxy Statement and the Amended Schedule 13E-3 reflect
      revisions in response to the Staff’s comments and certain other updates and revisions.

    Securities and Exchange Commission

    March 14, 2025

    Page 2

    For your convenience, each response is prefaced by the Staff’s corresponding comment included in the letter received from the Staff in bold, italicized text. Unless otherwise noted, the page numbers
      in the headings below refer to pages in the Preliminary Proxy Statement, while the page numbers in the responses under the headings refer to pages in the Amended Preliminary Proxy Statement or the Amended Schedule 13E-3, as applicable. Capitalized
      terms used but not otherwise defined herein have the meanings assigned to such terms in the Amended Preliminary Proxy Statement.

    Schedule 13E-3 and Preliminary Proxy Statement on Schedule 14A, each filed on February 3, 2025

    General

            1.

            In your response letter, please explain why Mr. Mohamad Makhzoumi is not an affiliate of the Company engaged directly or indirectly in the Rule 13e-3 transaction, and
              should not be listed as a signatory to the Schedule 13E-3 signature page and included as a filing person. For guidance, refer to Question 201.05 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations for Going
              Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3, available at http://www.sec.gov/divisions/corpfin/guidance/13e-3-interps.htm. We may have further comment.

    RESPONSE: The Company and the Parent Entities respectfully acknowledge the Staff’s comment and submit that Mr. Makhzoumi should not be deemed a filing person for purposes of the Schedule
      13E-3. While acknowledging that Mr. Makhzoumi is a director of the Company and has a management role at the Parent Entities, each of the Company and the Parent Entities have determined that under the relevant facts and circumstances Mr. Makhzoumi is
      not engaged, directly or indirectly, in a going private transaction for purposes of Rule 13e-3.

    As noted in the Division of Corporation Finance’s Compliance and Disclosure Interpretations for Going Private Transactions response 201.05, which relates to the status of members of senior management
      as filing persons, the determination of whether such individuals are deemed to be “engaged” in the transaction is dependent on the facts and circumstances of the transaction.  Relevant factors include whether the management of the company going
      private will ultimately hold a material amount of the surviving company’s outstanding equity securities, occupy seats on the board of the company in addition to senior management positions, and otherwise be in a position to “control” the surviving
      company within the meaning of Exchange Act Rule 12b-2.  The Staff considers these factors to assess whether senior management is essentially “on both sides” of the Rule 13e-3 transaction.  Furthermore, the Division of Corporation Finance’s Compliance
      and Disclosure Interpretations for Going Private Transactions response 201.01, which also addresses the status of members of senior management as filing persons, states that additional factors to consider in assessing whether management is “engaged”
      in a Rule 13e-3 transaction include increases in consideration to be received by management, alterations in management’s executive agreements favorable to such management, the equity participation of management in the acquiror and representation of
      management on the board of the acquiror.

    This guidance above relates primarily to the classification of members of senior management of the subject company as filing persons. Mr. Makhzoumi is a director of the Company; however, he is not an
      executive officer or a member of senior management of the Company.  Although Mr. Makhzoumi is a member of the Company Board, all terms of the going private transaction were negotiated by a special committee of independent directors of the Company
      Board that was constituted to review, evaluate and negotiate the terms and conditions, and determine the advisability, of a potential going private transaction.  Mr. Makhzoumi was not a member of the Special Committee of the Company Board and
      therefore did not negotiate on the Company’s behalf in connection with the Rule 13e-3 transaction. Furthermore, Mr. Makhzoumi’s role and compensation at the Company will not change as a result of the Rule 13e-3 transaction.

    Mr. Makhzoumi directly owns less than 1% of the outstanding Common Stock of the Company individually, in the form of restricted stock units, and is required to transfer such remuneration, including
      any shares of Company Common Stock he may receive upon settlement of such restricted stock units, to NEA under agreements between Mr. Makhzoumi and NEA. He will not receive any additional shares in connection with the going private transaction in his
      individual capacity. Mr. Makhzoumi shares voting and dispositive power over the shares held by NEA 15, NEA 15 OF, NEA 16, NEA 17, NEA 18 VGE, BH SPV and BH SPV II as a result of being a manager of such funds because each such manager shares voting
      and dispositive power with regard to such shares. While Mr. Makhzoumi engaged in discussions and negotiations relating to the Rule 13e-3 transaction, he did so only as a representative of the Parent Entities that are each already named as filing
      parties with the required disclosure, and did not engage in such discussions or negotiations in his personal capacity. Furthermore, he engaged in such discussions alongside numerous other representatives and advisors of the Parent Entities and did
      not individually have the authority to agree to or approve any such agreements or transactions on behalf of the Parent Entities.

    Securities and Exchange Commission

      March 14, 2025

      Page 3

    Without any special benefits arising from the transaction, and without a role in negotiating the transaction on behalf of the Company, Mr. Makhzoumi did not act “on both sides” of the Rule 13e-3
      transaction.  Based on the above facts and circumstances, the Company and the Parent Entities respectfully submit that Mr. Makhzoumi was not “engaged” in the Rule 13e-3 transaction and should not be deemed a filing person for purposes of the Schedule
      13E-3 as a result. Furthermore, pertinent information relating to Mr. Makhzoumi has already been fully disclosed in the filed Schedule 13E-3 and the Proxy Statement and, therefore, adding Mr. Makhzoumi as a filing person would not materially enhance
      the protection of public shareholders in relation to the Rule 13e-3 transaction.

            2.

            We note the following disclosure on page 2 of the Schedule 13E-3: “All information contained in, or incorporated by reference into, this Transaction Statement concerning
              each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.” This statement is inconsistent with the disclosures
              in the filing, including the required attestation that appears at the outset of the signature pages, and operates as an implied disclaimer of responsibility for the filing. Please revise or delete.

    RESPONSE: In response to the Staff’s comment, the Company and the other filing persons have removed the above-referenced statement from page 2 of the Amended Schedule 13E-3.

            3.

            Please revise throughout the Proxy Statement to name each Rollover Holder instead of stating that “certain” stockholders of the Company have entered into the Rollover
              Agreements.

    RESPONSE: In response to the Staff’s comment, the Company has revised the definition of “Rollover Holders” set forth in the Amended Preliminary Proxy Statement to disclose the names of all
      relevant rollover stockholders of the Company. See page 2 of the Amended Preliminary Proxy Statement.

            4.

            We note that the Company’s Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2024 was filed on November 7, 2024. Please revise the disclosure
              offered in response to Item 13 of Schedule 13E-3 to include financial information for this interim period. See Item 1010(a)(2) of Regulation M-A.

    RESPONSE: In response to the Staff’s comment, the Company and the other filing persons have revised the disclosure on page 14 of the Amended Schedule 13E-3 to incorporate, by reference to the
      Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, the unaudited consolidated financial statements for the nine-month periods ended September 30, 2024 and 2023.

            5.

            In circumstances where an issuer elects to incorporate by reference the information required by Item 1010(a) of Regulation M-A, all of the summarized financial information
              required by Item 1010(c) must be disclosed in the document furnished to security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In addition, please refer to telephone interpretation I.H.7 in the July 2001 supplement to our “Manual
              of Publicly Available Telephone Interpretations” that is available on the Commission’s website at http://www.sec.gov for guidance on complying with a similar instruction in the context of a tender offer. While we note that you have provided
              the book value per share of Company Common Stock as of September 30, 2024 on page 111 of the Proxy Statement, please revise the Schedule 13E-3 to include the remaining information required by Item 1010(c) of Regulation M-A.

    RESPONSE: In response to the Staff’s comment, the Company and the other filing persons have included the requested summarized financial information required by Item 1010(c) of Regulation M-A
      (the “Summary Financial Information”) in Appendix I to the Amended Preliminary Proxy Statement, filed as an exhibit to the Amended Schedule 13E-3. The Summary Financial Information is incorporated by
      reference into Item 13 of the Amended Schedule 13E-3. The Company also respectfully advises the Staff that it will delay mailing of the definitive proxy statement to its stockholders until its audited financial statements for fiscal year 2024 are
      complete and incorporated by reference in the Definitive Proxy Statement. The Company currently expects its 2024 audited financial statements to be finalized and filed with the Commission by the end of March 2025.

    Securities and Exchange Commission

      March 14, 2025

      Page 4

    Background of the Merger, page 22

            6.

            On page 32 of the Proxy Statement, we note that 28 parties responded to the initial outreach by representatives of Lincoln during the go-shop process. Please revise your
              disclosure to explain how only eight of these responses resulted in “completed calls.”

    RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 32 of the Amended Preliminary Proxy Statement to provide additional detail regarding the Company’s
      go-shop process.

    Reasons for the Merger; Recommendations of the Special Committee and the Company Board; Fairness of the Merger, page 32

            7.

            The factors listed in Instruction 2 to Item 1014 of Regulation M-A, paragraphs (c), (d) and (e) of Item 1014, and Item 1015 of Regulation M-A are generally relevant to
              each filing person’s fairness determination and should be discussed in reasonable detail. See Question Nos. 20 and 21 of the Exchange Act Release No. 34-17719 (April 13, 1981). Please revise this section to include the factor described in
              Item 1014(c) or explain why such factor was not deemed material or relevant to the fairness determination of the Special Committee and the Company Board. If the procedural safeguard in Item 1014(c) was not considered, please explain why the
              Special Committee and the Company Board believe that the Rule 13e-3 transaction is fair in the absence of such safeguard.

    RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 36 and 38 of the Amended Preliminary Proxy Statement to address the Special Committee’s and Company Board’s
      consideration of the absence of a requirement that the Merger be approved by at least a majority of the Company’s unaffiliated security holders in reaching their respective determinations as to the fairness of the Merger to such security holders.

            8.

            See comment 7 above. We note that the Special Committee and the Company Board considered Lincoln’s fairness opinion in making their respective fairness determinations.
              Note that if any filing person has based its fairness determination on the analysis of factors undertaken by others, such person must expressly adopt this analysis as its own in order to satisfy the disclosure obligation under Item 8 of
              Schedule 13E-3 and Item 1014(b) of Regulation M-A. See Question 20 of Exchange Act Release No. 34-17719 (April 13, 1981). Please revise to state, if true, that the Special Committee and the Company Board ultimately adopted Lincoln’s analysis
              and opinion as their own. Alternatively, please briefly explain to us how the Company has satisfied its obligation to disclose the material factors upon which its fairness determination is based.

    RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 33 and 38 of the Amended Preliminary Proxy Statement to state that the Special Committee adopted
      Lincoln’s opinion and related analysis and discussion and to clarify the manner in which the Company Board considered Lincoln’s opinion in making its fairness determination.

            9.

            On a related note, please address how each filing person relying on Lincoln’s opinion was able to reach the fairness determination as to unaffiliated security holders
              given that the fairness opinion addressed fairness with respect to Public Stockholders, rather than all security holders unaffiliated with the Company. See Excha