SecProbe.io

United States securities and exchange commission logo
June 1, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies Holdings, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies Holdings, Inc.
Registration Statement on Form S-4
Filed May 12, 2023
File No. 333-271862
Dear Shantanu Gaur:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 13, 2023 letter.
Registration Statement on Form S-4
The Allurion VCS and other products or services contain third-party open source software
components., page 122
1.We note the new disclosure that the Allurion VCS and your other products and services
contain software licensed to you by third-party authors under “open source” licenses and
that use of such software may entail greater risks than use of non-open source third-party
commercial software.  At an another appropriate section of your registration statement,
revise to disclose any procedures in place to mitigate such risks.  If you do not have
current procedures in place, revise the risk factor to disclose such.

 FirstName LastNameShantanu Gaur
 Comapany NameAllurion Technologies Holdings, Inc.
 June 1, 2023 Page 2
 FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
June 1, 2023
Page 2
Sales of shares of New Allurion Common Stock following the completion of the Mergers may
cause the market price, page 135
2.We note your response to prior comment 7 and the disclosure that the effective prices at
which the Sponsor, certain independent directors of Compute Health, certain Historical
Rollover Equityholders, the PIPE Investors, RTW, a Fortress affiliate and HVL will have
acquired their shares of New Allurion Common Stock are generally substantially less than
the IPO price of $10.00 per share and may be less than the per share value implied in the
PIPE Investment of $7.04 per share.  To provide shareholders additional context, revise to
disclose the effective prices that the referenced categories of investors paid for such
shares.
Risk Factors
The provisions of the Proposed Bylaws requiring exclusive forum in the Court of Chancery...,
page 136
3.Please revise this section, and your Exclusive Forum section on page 350, to disclose the
risks that the exclusive forum provision may result in increased costs for investors to bring
a claim.
The Compute Health Board's Reasons for Approval of the Business Combination, page 191
4.We note your response to prior comment number 19 and reissue in part. Please revise your
disclosure to discuss how Compute Health's Board considered certain conflicts of interest
in negotiating and recommending the business combination.
Non-Redemption Agreement, page 216
5.We note that the Non-Redemption Agreement is "subject to Medtronic and Allurion, or
their respective designees, entering into a sales agency agreement the Medtronic
Collaboration pursuant to the Sales Agency Agreement that is satisfactory to Medtronic"
and that "such sales agency agreement shall be substantially consistent with the
memorandum of understanding between Target and Investor."  Please revise to include the
material terms of such memorandum of understanding.
Consequences of the CPUH Merger , page 261
6.We note your revised disclosures in response to prior comment 4.  The tax opinion exhibit
refers to assumptions, exceptions, limitations and qualifications set forth in the registration
statement and that the registration statement also refers to the assumptions, exceptions,
limitations and qualifications set forth in the tax opinion exhibit.  Please revise to
describe the qualifications in the registration statement upon which the tax opinion relies.
For additional guidance concerning assumptions and opinions subject to uncertainty, refer
to Staff Legal Bulletin No. 19.

 FirstName LastNameShantanu Gaur
 Comapany NameAllurion Technologies Holdings, Inc.
 June 1, 2023 Page 3
 FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
June 1, 2023
Page 3
Intellectual Property, page 317
7.We note your response to prior comment number 25 and reissue, in part.  Please revise to
provide the certain type of patent protection provided by the specified jurisdiction.  For
example, please clarify whether they are design, plant, provisional, or utility patents.
            You may contact Julie Sherman at 202-551-3640 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Benjamin Richie at 202-551-7857 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Danielle Lauzon