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CORRESP Filing

Hinge Health, Inc.
Date: May 19, 2025 · CIK: 0001673743 · Accession: 0001193125-25-122330

Offering / Registration Process

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File numbers found in text: 333-285682

Date
May 19, 2025
Author
By
Form
CORRESP
Company
Hinge Health, Inc.

Letter

Re: Hinge Health, Inc. Registration Statement on Form S-1, as amended (File No. 333-285682) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), we, as representatives of the several underwriters, hereby join in the request of Hinge Health, Inc. (the “ Company ”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 so that it becomes effective as of 4:00 p.m. Eastern time on May 21, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, request by telephone to the staff of the Securities and Exchange Commission that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BofA Securities, Inc. One Bryant Park New York, New York 10036 May 19, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010

Attn: Ryan Rohn Stephen Krikorian Mariam Mansaray Jan Woo

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,
Morgan Stanley & Co. LLC Barclays Capital Inc.
BofA Securities, Inc.
As representatives of the several Underwriters listed in Schedule
II of the Underwriting Agreement
By:

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CORRESP
 1
 filename1.htm

 CORRESP

 Morgan Stanley & Co. LLC
 1585 Broadway New York, New York 10036
 Barclays Capital Inc. 745 Seventh Avenue
 New York, New York 10019 BofA Securities, Inc.
 One Bryant Park New York, New York 10036
 May 19, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549-6010

 Attn:
   Ryan Rohn
 Stephen Krikorian Mariam
Mansaray Jan Woo

 Re:
 Hinge Health, Inc.
 Registration Statement on Form S-1, as amended (File No. 333-285682)
 Request for Acceleration of Effective Date
 Ladies and Gentlemen: In accordance with Rule
461 under the Securities Act of 1933, as amended (the “ Act ”), we, as representatives of the several underwriters, hereby join in the request of Hinge Health, Inc. (the “ Company ”) for acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 so that it becomes effective as of 4:00 p.m. Eastern time on May 21, 2025, or as soon thereafter as practicable, or at such other time as
the Company or its outside counsel, Latham & Watkins LLP, request by telephone to the staff of the Securities and Exchange Commission that such Registration Statement be declared effective.
 Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to
each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the
preliminary prospectus.

 We, the undersigned, as representatives of the several underwriters, have complied and will
comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
 2

 Very truly yours,
 Morgan Stanley & Co. LLC Barclays Capital Inc.
 BofA Securities, Inc.
 As representatives of the several Underwriters listed in Schedule
II of the Underwriting Agreement

 By:

 Morgan Stanley & Co. LLC

 By:

 /s/ Eleni Apostolatos

 Name: Eleni Apostolatos

 Title: Vice President

 By:

 Barclays Capital Inc.

 By:

 /s/ Jamie Turturici

 Name: Jamie Turturici

 Title: Managing Director, Head of Technology Equity Capital Markets

 By:

 BofA Securities, Inc.

 By:

 /s/ AnnaMaria Freeman

 Name: AnnaMaria Freeman

 Title: Director
 [ Signature Page to Underwriters’ Acceleration Request ]