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SEC Comment Letter 0000000000-23-007054 to ALLURION TECHNOLOGIES, INC. (ALUR)

ALLURION TECHNOLOGIES, INC.
Date: July 3, 2023 · CIK: 0001964979 · Accession: 0000000000-23-007054

AI Filing Summary & Sentiment

File numbers found in text: 333-271862

Date
July 3, 2023
Author
Not clearly detected
Form
UPLOAD
Company
ALLURION TECHNOLOGIES, INC.

Letter

United States securities and exchange commission logo July 3, 2023 Shantanu Gaur Chief Executive Officer Allurion Technologies Holdings, Inc. 11 Huron Drive Natick, MA 01760 Re:Allurion Technologies Holdings, Inc. Amendment No. 3 to Registration Statement on Form S-4 Filed June 27, 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 June 22, 2023 letter. Amendment No. 3 to Registration Statement on Form S-4 Non-Redemption Agreement, page 216 1.We note your response to prior comment 3. We disagree that the Sales Agency Agreement is not required to be filed as an exhibit to your registration statement. We note disclosure that in connection with the execution of the Business Combination Agreement, Compute Health entered into the Non-Redemption Agreement with New Allurion, Allurion and Medtronic. The Non-Redemption Agreement and Medtronic Sales Agency Agreement are substantially related to this Business Combination and the Non- Redemption Agreement refers to the Medtronic Sales Agency Agreement. Please file the Medtronic Sales Agency Agreement as an exhibit to your registration statement.

FirstName LastNameShantanu Gaur Comapany NameAllurion Technologies Holdings, Inc. July 3, 2023 Page 2 FirstName LastName Shantanu Gaur Allurion Technologies Holdings, Inc. July 3, 2023 Page 2 General 2.Please fill in missing information that is not eligible to be omitted pursuant to Rule 430A of the Securities Act in a pre-effective amendment. Please revise throughout your registration statement to include all information required under Rule 430 of Regulation S- K in order for shareholders to receive a complete prospectus. Please note that this includes all information to be calculated as of the record date, since you have set the record date as July 3, 2023. Additionally, where applicable throughout your filing, revise to include the approximate amount of funds in the trust account and the stock trading price of the Compute Health shares as of a recent practicable date. Last, revise to disclose the fee to be paid to Morrow Sodali or tell us why you cannot reasonably calculate such fee. 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

Show Raw Text
United States securities and exchange commission logo
July 3, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies Holdings, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed June 27, 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 June 22, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Non-Redemption Agreement, page 216
1.We note your response to prior comment 3.  We disagree that the Sales Agency
Agreement is not required to be filed as an exhibit to your registration statement.  We note
disclosure that in connection with the execution of the Business Combination Agreement,
Compute Health entered into the Non-Redemption Agreement with New Allurion,
Allurion and Medtronic.  The Non-Redemption Agreement and Medtronic Sales Agency
Agreement are substantially related to this Business Combination and the Non-
Redemption Agreement refers to the Medtronic Sales Agency Agreement.  Please file the
Medtronic Sales Agency Agreement as an exhibit to your registration statement.

 FirstName LastNameShantanu Gaur
 Comapany NameAllurion Technologies Holdings, Inc.
 July 3, 2023 Page 2
 FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
July 3, 2023
Page 2
General
2.Please fill in missing information that is not eligible to be omitted pursuant to Rule 430A
of the Securities Act in a pre-effective amendment.  Please revise throughout your
registration statement to include all information required under Rule 430 of Regulation S-
K in order for shareholders to receive a complete prospectus.  Please note that this
includes all information to be calculated as of the record date, since you have set the
record date as July 3, 2023.  Additionally, where applicable throughout your filing, revise
to include the approximate amount of funds in the trust account and the stock trading price
of the Compute Health shares as of a recent practicable date.  Last, revise to disclose the
fee to be paid to Morrow Sodali or tell us why you cannot reasonably calculate such fee.
            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