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United States securities and exchange commission logo
March 13, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies Holdings, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies Holdings, Inc.
Draft Registration Statement on Form S-4
Submitted February 14, 2023
CIK No. 0001964979
Dear Shantanu Gaur:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4, submitted February 14, 2023
Question: What Are The Risks For Any Public Warrant Holders Post Business Combination?,
page 21
1.Revise this Question & Answer to quantify the value of warrants, based on recent trading
prices, that may be retained by redeeming stockholders assuming maximum redemptions
and identify any material resulting risks.
Question: What Are The Material Differences, If Any, In The Terms And Price Of Securities
Issued, page 23
2.Please revise to disclose the approximate number of shares that the PIPE Investors will
purchase at a discount to the market price in the PIPE Investment.

 FirstName LastNameShantanu Gaur
 Comapany NameAllurion Technologies Holdings, Inc.
 March 13, 2023 Page 2
 FirstName LastNameShantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 2
Questions & Answers About the Business Combination and Special Meeting, page 23
3.Revise to include a Question & Answer to disclose that under the terms of the Revenue
Interest Financing Agreement, Allurion will be required to make additional payments
within thirty days of December 31, 2027 in an amount equal to 100% of the Investment
Amount less the aggregate amount of all of the payments by Allurion in respect of the
revenue interests made to RTW prior to such date, if RTW has not received revenue
interest payments equal to 100% of the Investment Amount by December 31, 2027.  In
your discussion, also describe the RTW Side Letter and Additional Revenue Interest
Financing Agreement.
Question: What Are the U.S Federal Income Tax Consequences of the CPUH Merger?, page 24
4.We note your disclosure that it is intended that the CPUH Merger will constitute a
reorganization within the meaning of Section 368(a)(1)(F) of the Code and that holders of
Compute Health Class A Common Stock or warrants will generally not recognize gain or
loss upon the exchange of such securities for New Allurion Common Stock or
warrants. As a result, it appears that tax consequences may be material to shareholders.
Please revise your disclosures to identify tax counsel and file a related opinion or provide
us with an analysis explaining why it is not necessary to do so.  For guidance, refer to
Item 601(b)(8) of Regulation S-K and Section III of Staff Legal Bulletin 19 (October 14,
2011).
We expect to incur losses for the foreseeable future, and our ability to achieve and maintain
profitability depends on the commercial succes, page 66
5.Please revise the second paragraph by clarifying that your products have not been
approved through the regulatory process yet in the United States.
We do not expect that health care providers or patients will receive third-party reimbursement...,
page 68
6.We note your risk factor indicating that inflation, the conflict in Ukraine, and COVID-19
could potentially impact demand for your products and, thus, your profit margins.  Please
update your risk factors if recent pressures have materially impacted your operations.  In
this regard, identify the types of economic pressures you are facing and how your business
has been affected.
Sales of shares of New Allurion Common Stock following the completion of the Mergers may
cause the market price, page 111
7.Revise to provide clear and quantified disclosure about the portion of the combined
company's total outstanding shares that may be sold into the market following the
Business Combination.  Identify each set of investors that will have certain registration
rights and specify the number of securities they will be able to sell pursuant to future
resale registration statements that the combined company will be required to file.

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 Comapany NameAllurion Technologies Holdings, Inc.
 March 13, 2023 Page 3
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Allurion Technologies Holdings, Inc.
March 13, 2023
Page 3
Highlight that certain investors may have an incentive to sell even if the trading price at
that time is below Compute Health's IPO price.
Some of Compute Health's officers and directors may have conflicts of interest , page 112
8.We note the disclosure on page 260 that Compute Health's sponsor, officers and directors,
or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on its behalf and that there is no cap or ceiling on
the reimbursement of out-of-pocket expenses incurred by such persons in connection with
activities on Compute Health's behalf.  Revise the risk factor to disclose the
approximate out-of-pocket expenses subject to reimbursement in connection with this
Business Combination and related transactions.
Pre-existing relationships between participants in the Business Combination and the related
transactions or their affiliates, page 113
9.Revise to enhance your disclosure by describing the pre-existing relationships between the
participants in the Business Combination and the related transactions or their affiliates.
In connection with the Business Combination, the Sponsor, or Compute Health's Initial
Stockholders, directors...officers...may elect, page 118
10.We note that in connection with the stockholder vote to approve the Business
Combination, the Sponsor, directors, officers or their respective affiliates may privately
negotiate transactions to purchase shares from stockholders and that the purpose of any
such purchases of shares would be to vote such shares in favor of the Business
Combination and thereby increase the likelihood of obtaining stockholder approval of the
Business Combination.  Please provide your analysis on how such purchases comply with
Rule 14e-5.  See Tender Offers and Schedules Compliance and Disclosure Interpretation
Question 166.01.
Background to the Business Combination, page 149
11.We note that the Compute Health management team "evaluated approximately 35
potential business combination targets and entered into non-disclosure agreements with
six potential targets" and then, subsequently, "entered into non-binding indications of
interest with two potential business combination targets, including Allurion."  Please
revise your disclosure to provide additional detail regarding the process of eliminating
potential targets and the factors considered in the determination to progress with certain
potential targets.

 FirstName LastNameShantanu Gaur
 Comapany NameAllurion Technologies Holdings, Inc.
 March 13, 2023 Page 4
 FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 4
12.We note that Jean Nehme and Krishna Gupta had met prior to the October 2021
discussions of Allurion as a potential target for Compute Health's initial business
combination.  Please revise to provide additional information regarding the relationship
between Messrs. Nehme and Gupta prior to the initial engagement discussions and, to the
extent necessary, update your disclosure elsewhere or add relevant risk factors to include
such information.
13.We note that in early 2022, Allurion was engaged in discussions with another SPAC and,
because of that, discussions with Compute Health temporarily ceased but then were re-
initiated two months later.  Please revise to disclose the reasons why on March 18, 2022,
Dr. Gaur and Mr. Ishrak reengaged discussions regarding a potential business combination
between Allurion and Compute Health.
14.On page 153, you state that the parties have faced challenges in securing financing
commitments for the proposed business combination.  Please provide additional detail
regarding these challenges, the reasons for such challenges and how the parties have
resolved them.
15.We note the disclosure that on April 11, 2022, Mr. Ishrak and a representative of
Medtronic discussed potential collaboration opportunities between Medtronic and
Allurion in connection with the potential business combination.  Revise to clarify whether
Mr. Ishrak introduced Medtronic to Allurion due to his pre-existing relationship
with Medtronic.
16.We note disclosure that on November 15, 2022, the underwriter in the IPO waived any
entitlement it may have to any deferred underwriting commissions in connection with the
IPO, which amount is disclosed as approximately $30 million.  Revise to describe the
reasons why such commissions were waived and disclose whether consideration was
exchanged for such waiver.  Also include risk factor disclosure, as appropriate.
The Compute Health Board's Reasons for Approval of the Business Combination, page 160
17.We note, in your bullet point regarding Allurion's Superior Customer Experience and
Growing Patient Base, that Allurion "anticipates that patients will conduct over 10 million
“weigh ins” by 2023."  Please revise to provide context by disclosing the number of
"weigh ins" you have conducted to date and clarify the number of "weigh ins" you intend
on conducting by completion of 2023 or remove.
18.We note, in your seventh bullet point on page 162, that "Allurion was valued on an
implied enterprise value to 2023E revenue multiple of 3.6x" but that there were
discussions regarding whether the enterprise value would be determined using 4.0x, 4.28x,
and 5.0x.  Please revise your disclosure to discuss how the parties reached agreement on
the enterprise value for Allurion.
19.We note the disclosure that the directors of Compute Health reviewed and considered the
conflicts of interest during the evaluation and negotiation of the Business Combination

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 Comapany NameAllurion Technologies Holdings, Inc.
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March 13, 2023
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and concluded that the potentially disparate interests would be mitigated and that "the
majority of these interests were disclosed in the prospectus for the IPO" and "all of these
interests would be included in this proxy statement/prospectus."  Revise to expand your
disclosure to more fully describe the interests and discuss how Compute Health's Board
considered those conflicts of interest in negotiating and recommending the business
combination.
Certain Projected Financial Information, page 178
20.We note that you have provided projections of estimated total revenues, gross profit, and
sales and marketing expenses for the years ended December 31, 2022, 2023 and 2024.
Please revise your disclosure to provide more specific assumptions to enhance an
investors understanding of the basis for your projections.  We refer you to the
Commissions guidance regarding projections provided in Item 10(b)(3) of Regulation S-
K.
21.We note that you present projections of Adjusted EBITDA, Adjusted EBIT, and Free
Cash Flow.  Please revise to provide a clear definition of each non-GAAP measure,
including how it was calculated, a description of the GAAP financial measure to which it
is most closely related, and an explanation of why the non-GAAP financial measure was
used instead of GAAP measure.

Management's Discussion and Analysis of Financial Condition and Results of Operations of
Compute Health
Critical Accounting Policies
Offering Costs Associated With the Initial Public Offering , page 262
22.We note that the underwriter has waived any entitlement it may have to the deferred
underwriting commissions and the deferred underwriting fee liability was reversed in the
year ended December 31, 2022.  As a result, the amount allocated to Public Warrants was
recorded as a gain and the amount allocated to the Class A common stock was included in
additional paid-in capital.  Please explain to us the basis for your accounting treatment for
the reversal.
Overview, page 265
23.We note that you "believe the VCS can potentially be a platform for optimal long-term
follow up after other medical and surgical weight loss interventions in the future."  Please
revise your disclosure to discuss any material steps taken toward this plan or state that
there have been none.

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 Comapany NameAllurion Technologies Holdings, Inc.
 March 13, 2023 Page 6
 FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
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Information about Allurion
Our Platform, page 268
24.You state that the Allurion Balloon is swallowed as a capsule under the guidance of a
health care provider without surgery, endoscopy, or anesthesia and the placement takes
approximately 15 minutes during an outpatient visit.  Please clarify whether this time
varies between outpatient offices.

Intellectual Property, page 276
25.We note that you own a number of patents and trademarks across multiple jurisdictions.
Please revise to disclose the owned patents, type of patent protection, identification
number, jurisdiction in which the protection is held, and patent expiration dates.  Please
also update your discussion to include the timeline of your specific trademarks, whether
they are currently in active use, and whether they must be in continued use or will be
maintained until a third-party challenge.  In this regard, a tabular format may be useful.
Allurion Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13
26.We note from your disclosure that you provide customers purchasing the Allurion Gastric
Balloon with an implied license for access to your VCS software and that this implied
software license was given to customers for no additional consideration and was not
negotiated as part of the customer’s contracts.  We also note that you determined that the
estimated standalone selling price of the implied license is immaterial to the total contract
consideration and that you concluded that the VCS software is an immaterial promise and
is not a separate performance obligation.  In that regard, explain to us any additional
services you must provide or obligations you have related to the implied license to the
VCS software and how you applied the guidance in ASC 606-10-32 31 through 35.
Note 3. Revenue, page F-17
27.A significant percentage of your revenue is included in the table under all other countries.
Please tell us how you considered the guidance in ASC 606-10-50 and 280-10-50-41
related to separately disclosing these countries.
Note 16. Subsequent Events
Proposed Merger, page F-35
28.We see that you entered into a revenue interest financing agreement with RTW, pursuant
to which RTW agreed to pay you an aggregate of $40.0 million concurrent with the
closing of the Business Combination, in exchange for the receipt of future revenue interest
payments on all current and future products and digital solutions developed and to be

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 March 13, 2023 Page 7
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March 13, 2023
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developed by the company until 2030.  Please revise to disclose all significant terms