SEC Comment Letter 0000000000-24-000054 to Eargo, Inc. (CIK 0001719395)
Eargo, Inc. (CIK 0001719395)
Date: Jan. 2, 2024 · CIK: 0001719395 · Accession: 0000000000-24-000054
AI Filing Summary & Sentiment
File numbers found in text: 001-39616
Letter
United States securities and exchange commission logo January 2, 2024 Bill Brownie Interim Chief Executive Officer and Chief Operating Officer Eargo, Inc. 2665 North First Street, Suite 300 San Jose, California 95134 Re:Eargo, Inc. Schedule 13E-3/A filed December 28, 2023 by PSC Echo, LP et al. File No. 005-91783 Revised Preliminary Proxy Statement filed December 28, 2023 File No. 001-39616 Dear Bill Brownie: We have reviewed your filings and have the following comment. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Revised Preliminary Proxy Statement filed December 28, 2023 General 1.We note your response to comment two, which we re-issue. In this respect, we note your statement that Patient Square does not control decisions made by the PSC Stockholder with respect to the Company. Notwithstanding such statement, please advise why Patient Square is not an affiliate of Eargo engaged, directly or indirectly, in the Rule 13e-3 transaction. For guidance, refer to Question 201.05 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations of Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3, available at https://www.sec.gov/divisions/corpfin/guidance/13e-3-interps.htm. 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.
FirstName LastNameBill Brownie Comapany NameEargo, Inc. January 2, 2024 Page 2 FirstName LastName Bill Brownie Eargo, Inc. January 2, 2024 Page 2 Please direct any questions to Blake Grady at 202-551-8573 or Perry Hindin at 202-551- 3444. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions cc: Michael Gilson
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United States securities and exchange commission logo
January 2, 2024
Bill Brownie
Interim Chief Executive Officer and Chief Operating Officer
Eargo, Inc.
2665 North First Street, Suite 300
San Jose, California 95134
Re:Eargo, Inc.
Schedule 13E-3/A filed December 28, 2023 by PSC Echo, LP et al.
File No. 005-91783
Revised Preliminary Proxy Statement filed December 28, 2023
File No. 001-39616
Dear Bill Brownie:
We have reviewed your filings and have the following comment.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Revised Preliminary Proxy Statement filed December 28, 2023
General
1.We note your response to comment two, which we re-issue. In this respect, we note your
statement that Patient Square does not control decisions made by the PSC Stockholder
with respect to the Company. Notwithstanding such statement, please advise why Patient
Square is not an affiliate of Eargo engaged, directly or indirectly, in the Rule 13e-3
transaction. For guidance, refer to Question 201.05 of the Division of Corporation
Finance’s Compliance and Disclosure Interpretations of Going Private Transactions,
Exchange Act Rule 13e-3 and Schedule 13E-3, available at
https://www.sec.gov/divisions/corpfin/guidance/13e-3-interps.htm.
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.
FirstName LastNameBill Brownie
Comapany NameEargo, Inc.
January 2, 2024 Page 2
FirstName LastName
Bill Brownie
Eargo, Inc.
January 2, 2024
Page 2
Please direct any questions to Blake Grady at 202-551-8573 or Perry Hindin at 202-551-
3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc: Michael Gilson