SecProbe.io

CORRESP
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    Wilson Sonsini Goodrich
    & Rosati

Professional Corporation

    650 Page Mill Road

    Palo Alto, California 94304-1050

    O: 650.493.9300

    F: 650.493.6811

December 11, 2023

Via EDGAR

U.S. Securities and Exchange
Commission

Division of Corporation Finance

Office of Industrial Applications
and Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Nicholas O’Leary

    Margaret Schwartz

               Re:
    ProSomnus Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed November 28, 2023

    File No. 333-275241

Ladies and Gentlemen:

On behalf of our client, ProSomnus,
Inc. (“ProSomnus” or the “Company”), we submit this letter in response to the comment from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter
dated December 1, 2023, relating to the above referenced Amendment No. 1 to Registration Statement on Form S-1 filed with the Commission
on November 28, 2023 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and an amendment
to the Registration Statement (the “Amendment No. 2”).

In this letter, we have recited
the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response. Capitalized but undefined
terms herein have the definitions ascribed to such terms in the Registration Statement.

Securities and Exchange Commission

December 11, 2023

Page 2

General

 1. We note the opinion in the legal opinion filed as Exhibit 5.1 that states “[t]he Warrant Shares
have been duly authorized and, when the Warrant Shares are issued upon exercise of the Transaction Warrants pursuant to the terms of the
Transaction Warrants, will be validly issued, fully paid and nonassessable.” We also note your disclosure on the cover page that
states “the Transaction Warrants are subject to the approval of our stockholder…” Please advise how your legal opinion
can comply with Staff Legal Bulletin No. 19 if the shares underlying the Transaction Warrants are not yet exercisable by their terms until
stockholder approval is received.

The Company respectfully
advises the Staff’s that the Company’s stockholders approved, among other things, the issuance of shares of Common
Stock underlying the Transaction Warrants at the Company’s Special Meeting Stockholders on December 6, 2023. As such, the
Transaction Warrants became exercisable in accordance with their term as of such date and the Company has revised the Registration Statement
to update the related disclosure. See the prospectus cover page and pages 9, 27, 28, 95, 96, 97, 110, and 113 of the Amendment No. 2.
The Company has also refiled as Exhibit 5.1 to Amendment No. 2 the legal opinion of the Company’s outside counsel.

*****

Securities and Exchange Commission

December 11, 2023

Page 3

Please direct any questions
regarding the Company’s responses or the Registration Statement to Andrew Hoffman at (650) 849-3240 or ahoffman@wsgr.com or Austin
March at (512) 338-5410 or amarch@wsgr.com.

    Sincerely,

    WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

    /s/ Andrew Hoffman

    Andrew Hoffman

cc: Leonard Liptak, ProSomnus Inc.

Brian Dow, ProSomnus,
Inc.

Austin March, Wilson
Sonsini Goodrich & Rosati, P.C.