SecProbe.io

CORRESP
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 AirSculpt Technologies, Inc.

 1111 Lincoln Road, Suite 802

 Miami Beach, FL 33139

 March 20, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 AirSculpt Technologies, Inc.

 Registration Statement on Form S-3
 File No. 333-285825
 Request for Acceleration

 Ladies and Gentlemen:

 AirSculpt Technologies, Inc.
(the " Registrant ") hereby requests acceleration of the effectiveness of its Registration Statement on Form S-3
(File No. 333-285825) (the " Registration Statement ") pursuant to Rule 461 under the Securities Act of 1933,
as amended, so that it may become effective on March 24, 2025 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

 The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will &
Emery LLP, by calling Richard Bass at (212) 547-5476. The Registrant hereby authorizes Mr. Bass to orally modify or withdraw this
request for acceleration.

 Very truly yours,

 AirSculpt Technologies, Inc.

 By:
 /s/ Dennis Dean

 Dennis Dean

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 20, 2025

Yogi Jashnani
Chief Executive Officer
Airsculpt Technologies, Inc.
1111 Lincoln Road, Suite 802
Miami Beach, FL 33139

 Re: Airsculpt Technologies, Inc.
 Registration Statement on Form S-3
 Filed March 14, 2025
 File No. 333-285825
Dear Yogi Jashnani:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Richard S. Bass, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 21, 2023
Dennis Dean
Chief Financial Officer
AirSculpt Technologies, Inc.
1111 Lincoln Road, Suite 802
Miami Beach, FL 33139
Re:AirSculpt Technologies, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 10, 2023
File No. 001-40973
Dear Dennis Dean:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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AirSculpt Technologies, Inc.

1111 Lincoln Road, Suite 802

Miami Beach, FL 33139

June 15, 2023

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Michael Fay

    Christie Wong

    Re:
    AirSculpt Technologies, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2022

    Filed March 10, 2023

    File No. 001-40973

Dear Mr. Fay and Ms. Wong:

On behalf of AirSculpt Technologies, Inc., a Delaware
corporation (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) dated May 17, 2023 (the “Comment Letter”), relating to the above referenced
Annual Report on Form 10-K filed by the Company on March 10, 2023. Set forth below is the Company’s response to the Staff’s
comments. For convenience, the Staff’s comments are repeated below in bold, followed by the Company’s response.

Form 10-K for the fiscal year ended December
31, 2022

Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 49

 1. We have reviewed your response to prior comment one and it appears that pre-opening de novo costs represent
costs incurred as part of the company’s growth strategy and such costs are normal, recurring expenses. Consistent with the guidance
in Question 100.01 of the CD&I related to Non-GAAP Financial Measures, updated December 13, 2022, please revise future filings to
remove the adjustment for pre-opening de novo costs from your Non-GAAP measures.

Response
to Comment 1: The Company acknowledges the Staff’s comment and agrees that, in future filings with the Commission commencing
with its Form 10-Q for the quarterly period ended June 30, 2023, it will revise the definition of its Non-GAAP measures
to remove the adjustment for pre-opening de novo costs.

 2. We note you use tax-adjusted amounts to reconcile Adjusted Net Income to Net loss. Please tell us how
your presentation is consistent with Question 102.11 of the CD&I related to Non-GAAP Financial Measures, or revise your presentation
to conform to the guidance.

Response
to Comment 2: The Company acknowledges the Staff’s comment and agrees that, in future filings with the Commission commencing
with its Form 10-Q for the quarterly period ended June 30, 2023, it will revise the presentation of the reconciliation
of Adjusted Net Income to Net loss such that each of the adjustments are “gross of tax” and the tax effects of the adjustments
are presented on a separate line item.

    Sincerely,

    /s/ Thomas
    P. Conaghan

    Cc:
    Dennis Dean

    Chief Financial Officer

United States securities and exchange commission logo
May 17, 2023
Dennis Dean
Chief Financial Officer
AirSculpt Technologies, Inc.
1111 Lincoln Road, Suite 802
Miami Beach, FL 33139
Re:AirSculpt Technologies, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Response dated May 8, 2023
File No. 001-40973
Dear Dennis Dean:
            We have reviewed your May 8, 2023 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 13, 2023 letter.
Form 10-K for the fiscal year ended December 31, 2022
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 49
1.We have reviewed your response to prior comment one and it appears that pre-opening de
novo costs represent costs incurred as part of the company’s growth strategy and such
costs are normal, recurring expenses.  Consistent with the guidance in Question 100.01 of
the CD&I related to Non-GAAP Financial Measures, updated December 13, 2022, please
revise future filings to remove the adjustment for pre-opening de novo costs from your
non-GAAP measures.
2.We note you use tax-adjusted amounts to reconcile Adjusted Net Income to Net loss.
Please tell us how your presentation is consistent with Question 102.11 of the CD&I

 FirstName LastNameDennis Dean
 Comapany NameAirSculpt Technologies, Inc.
 May 17, 2023 Page 2
 FirstName LastName
Dennis Dean
AirSculpt Technologies, Inc.
May 17, 2023
Page 2
related to Non-GAAP Financial Measures, or revise your presentation to conform to the
guidance.
            You may contact Christie Wong at 202-551-3684 or Michael Fay, Senior Staff
Accountant, at 202-551-3812 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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May 8, 2023

VIA EDGAR AND EMAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Michael Fay

    Christie Wong

    Re:

    AirSculpt Technologies, Inc.

    Form 10-K for Fiscal Year Ended December 31,
    2022

    Filed March 10, 2023

    File No. 001-40973

Dear Mr. Fay:

On behalf of AirSculpt Technologies, Inc., a Delaware
corporation (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) dated April 13, 2023 (the “Comment Letter”), relating to the above
referenced Annual Report on Form 10-K filed by the Company on March 10, 2023 (the “Annual Report”). Set forth below is the
Company’s response to the Staff’s comments. For convenience, the Staff’s comments are repeated below in bold, followed
by the Company’s response.

Form 10-K for the fiscal year ended December
31, 2022

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 49

    1.
    In tabular form, please provide us a detailed list of the actual costs included in preopening de novo and relocation costs for each of the years presented, sorted by center. For each of the centers, also tell us the date the center was opened, and the ranges of dates these costs were incurred. Also tell us where the costs are presented in your statements of operations. In addition, please tell us how you considered Question 100.01 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations, as updated December 13, 2022, in determining it was appropriate to include these costs as part of your non-GAAP adjustment.

Response: In response to the Staff’s
comment, the Company is providing a table in Appendix A that presents the actual costs included in preopening de novo and relocation
costs for 2020, 2021 and 2022, sorted by center, the date each center was opened, the ranges of dates such costs were incurred, and where
such costs are presented in the Company’s statements of operations.

    1

The Company acknowledges Question 100.01 of the
Non-GAAP Compliance and Disclosure Interpretations, as updated December 13, 2022, as well as Rule 100(b) of Regulation G to which Question
100.01 relates. The Company respectfully advises the Staff that the Company has considered the foregoing guidance and believes that its
presentation of Non-GAAP financial measures that adjust for pre-opening de novo costs is not misleading. These pre-opening de novo costs
are not part of our normal, recurring cash operating expenses. In fact, the amount of pre-opening de novo costs in any given period, if
any, (i) is driven by the number, timing, and location of newly opened de novo centers, (ii) has no relationship to the operations
of existing centers, and (iii) is driven by market and regulatory factors outside of the Company’s control. The Company is
not similar to companies in the retail sector which have regular and predictable costs associated with opening new retail stores or outlets.
The Company is a regulated healthcare company that is required to comply with myriad and different healthcare regulatory requirements
in each location that it chooses to open a de novo center. Moreover, unlike retail issuers, the Company has multiple strategic avenues
to “expand” and “grow” its business, including by adding additional operating rooms at existing centers or developing
different cosmetic treatments to offer to its patients. Opening de novo centers is only one part of its growth strategy.

In Question 100.01, the Staff acknowledges that
the question of whether an adjustment results in a misleading non-GAAP measure depends on a company’s individual facts and circumstances.
The Company believes that the unique facts and circumstances behind its pre-opening de novo costs, including the nature of such costs,
their impact on and relationship to the Company’s revenue generation and strategy and the unique regulatory elements of the body
contouring industry, support the Company’s position that adjusting for such costs in its non-GAAP performance measures is appropriate,
helpful and not misleading to its investors.

Pre-opening de novo costs include start-up fees
and expenses incurred prior to opening de novo centers that are essential to support the development of our de novo centers. These costs
are higher than comparable expenses incurred once the relevant center is open and generating revenue and the costs are only incurred on
a one-time basis for each de novo center, at the time of its opening. The Company believes pre-opening de novo costs are specific in nature
to each opening and, as such, are not indicative of ongoing core operations from period to period and, as illustrated in Appendix A,
are also not comparable from one de novo opening to the next.

Pre-opening de novo costs and timing are influenced
by both industry factors and specific local market factors. Prior to opening a new center, the Company is required to comply with various
international, state and local laws and regulations relating to (i) corporate practice of medicine, (ii) healthcare regulatory, (iii)
environmental laws that require permits, approvals, licenses and certifications. The extent and volume of healthcare regulatory requirements
is specific to each de novo center and determines our ability (and the time it takes) to open a center. As illustrated in Appendix
A, the expenses and timing of pre-opening expenses associated with the foregoing are unique to each de novo center, and thus are not
related to the Company’s normal, recurring cash operating expenses as they might be in other retail industries where the opening
of new stores or locations is more standardized and predictable.

Additionally, the Company notes that the decision
to open de novo centers as part of its growth strategy is opportunistic and discretionary and its future growth strategy may differ from
its past growth strategy. For example, for any given market, the Company considers the strategic benefit among various growth strategies.
The Company may decide to add additional operating rooms to existing centers, or focus on additional procedures to market to patients.
If the Company determines in the future that pursuing other growth and capital allocation alternatives is in the Company’s best
interest, the Company may rely to a greater extent on growth strategies other than de novo center openings, and in any event cannot guarantee
which growth strategies will be applicable for future periods.

    2

The Company believes the exclusion of pre-opening
de novo costs from Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income, together with the accompanying disclosure relating
to the presentation of these metrics, is helpful to potential investors and other readers of the Annual Report because it enhances comparability
of the Company’s core operating performance, as driven by customer demand, from period to period. In fact, in our prior investor
communications, including investor calls, we have been specifically asked by investors for this information.

Further, the adjustment for pre-opening de novo
costs allows the Company, potential investors and other readers of the Annual Report to understand the underlying trends and the underlying
earnings related to the Company’s services and related revenues because, apart from their additional opening costs, the performance
of de novo center operations is consistent with the performance of the Company’s other centers.

    2.
    We note instances where you make references to normalized amounts and base year-over year changes or other metrics on these normalized amounts. Normalized amounts appear to be based on an individually tailored accounting principle as described in Question 100.04 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations. Please tell us how you considered this interpretation in determining your adjustments to normalize amounts are appropriate.

Response:

The Company respectfully acknowledges the Staff’s
comment; however, the Company believes that the few adjustments made in its Annual Report are not based on individually tailored accounting
principles that violate Rule 100(b) of Regulation G and thus are not prohibited under the Staff’s guidance in Question 100.04 of
the Staff’s Non-GAAP Compliance and Disclosure Interpretations, as updated December 13, 2022.

The Company completed its initial public offering
on October 28, 2021, and, as such, it did not incur a typical amount of public company costs during 2021. In its Annual Report, the Company
states that “adjusted EBITDA was impacted by a full year’s worth of public company costs during 2022. This added an additional
$6.7 million of incremental public company costs in 2022. Normalizing 2021 for these costs, our adjusted EBITDA grew by $3.7 million or
9.4%.” The Company “normalized” 2021 Adjusted EBITDA by assuming a full year’s worth of public company costs in
2021 to illustrate for its readers the impact of public company costs on its performance and to provide its readers with a better basis
for comparison to 2022.

Accordingly, the Company believes that adding
public company costs to 2021 Adjusted EBITDA does not make the presentation of Adjusted EBITDA misleading. Assuming a full year’s
worth of “public company costs” in the Company’s 2021 Adjusted EBITDA does not have the effect of changing the recognition
and measurement principles required to be applied in accordance with GAAP.

Further, the Company believes that its presentation
of Adjusted EBITDA does not contain an untrue statement of material fact nor does it omit to state a material fact that would, when taken
together with the information accompanying the adjustment, render the disclosure misleading. The Company believes that providing its readers
with an “apples to apples” view of the changes to Adjusted EBITDA year-over-year provides the Company’s investors with
a better understanding of its underlying business performance and enables investors to compare its underlying business performance from
period to period.

    3

The Company supplementally advises the Staff that
it will not “normalize” public company costs in any of future MD&A presentations.

Please contact me at (786) 709-9690 if you have
any questions or require any additional information in connection with this letter.

Sincerely,

    /s/ Dennis Dean

         Chief Financial Officer

Cc: Thomas P. Conaghan, McDermott Will & Emery

    4

Appendix A

    Center

Location
    Center

 Opening Date
    Account Category
    Range of Dates Preopening De Novo and

Relocation Costs were Incurred

    Cost of Services(1)
    Selling, General and Administrative(2)
    2020
    2021
    2022

    2020
    2021
    2022
    2020
    2021
    2022

    Scottsdale
    8/25/2020
    $ 57,637
      -
      -
    $ 102,309
      -
      -
    1/1/2020-8/24/2020
    -
    -

    Beverly Hills(3)
    1/31/2021
      -
      -
      -
      -
    $ 479,168
      -
    -
    1/1/2021-1/31/2021
    -

    San Diego
    12/17/2020
    $ 130,817
      -
      -
    $ 37,621
      -
      -
    1/1/2020-12/16/2020
    -
    -

    Denver
    1/28/2020
    $ 40,525
      -
      -
    $ 26,194
      -
      -
    1/1/2020-1/27/2020
    -
    -

    Orlando
    4/15/2021
      -
    $ 87,178
      -
    $ 5,094
    $ 44,703
      -
    1/1/2020-12/31/2020
    1/1/2021- 3/31/2021
    -

    Miami
    11/8/2021
      -
      -
      -
    $ 1,475
    $ 75,027
      -
    1/1/2020-12/31/2020
    1/1/2021-11/7/2021
    -

    Miami(4)
    6/30/2022
      -
      -
      -
      -
      -
    $ 72,870
    -
    -
    1/1/2022- 6/30/2022

    Boston
    7/15/2022
      -
      -
    $ 39,704
    $ 213
    $ 18,221
    $ 166,520
    1/1/2020-12/31/2020
    1/1/2021-12/31/2021
    1/1/2022- 7/14/2022

    Minneapolis
    9/24/2020
    $ 204,122
      -
      -
    $ 45,911
      -
      -
    1/1/2020-8/31/2020

    -

    Las Vegas
    3/7/2022
      -
      -
    $ 229,438

    $ 23,505
    $ 501,773
    -
    1/1/2021-12/31/2021
    1/1/2022- 3/6/2022

    Charlotte
    7/14/2021
      -
    $ 137,338
      -
    $ 3,730
    $ 234,474
      -
    1/1/2020-12/31/2020
    1/1/2021-7/13/2021
    -

    Philadelphia
    11/8/2022
      -
      -
    $ 133,652
      -
    $ 5,000
    $ 450,593
    -
    1/1/2021-12/31/2021
    1/1/2022- 11/7/2022

    Dallas(3)
    6/1/2022
      -
      -
    $ 134,396
      -
      -
      -
    -
    -
    1/1/2022- 5/31/2022

    Salt Lake City
    11/3/2021
      -
    $ 56,279
      -
    $ 2,750
    $ 117,954
      -
    1/1/2020-12/31/2020
    1/1/2021-11/2/2021
    -

    Orange County
    3/27/2023
      -
      -
      -
      -
      -
    $ 5,332
    -
    -
    1/1/2022- 12/31/2022

    Toronto
    12/2/2022
    $ 209,273
    $ 276,810
    $ 676,937
    $ 11,392
      -
    $ 718,018
    1/1/2020-12/31/2020
    1/1/2021-12/31/2021
    1/1/2022- 11/30/2022

    Dubai
    TBD
      -
      -
      -
      -
      -
    $ 81,155
    -
    -
    1/1/2022 - 12/31/2022

    Austin
    TBD
      -
      -
    $ 69,803
      -
      -
    $ 27,264
    -
    -
    1/1/2022 - 12/31/2022

    London
    TBD
      -
      -
    $ 240,526
      -
      -
    $ 740,601
    -
    -
    1/1/2022 - 12/31/2022

    Portland
    TBD
      -
      -
      -
      -
      -
    $ 1,951
    -
    -
    1/1/2022 - 12/31/2022

    San Jose
    TBD
      -
      -
    $ 2,500
      -
      -
      -
    -
    -
    1/1/2022 - 12/31/2022

    Columbus
    TBD
      -
      -
      -
      -
      -
    $ 16
    -
    -
    1/1/2022 - 12/31/2022

(1) Primarily consists of costs related to leases for such centers
and clinical-related costs incurred prior to opening.

(2) Primarily consists of legal and other administrative expenses as
well as salaries and wages for employees hired prior to the opening of such centers, training costs, and related travel costs.

(3) Costs associated with relocation of center.

(4) Costs associated with relocation of headquarters.

    5

United States securities and exchange commission logo
April 13, 2023
Dennis Dean
Chief Financial Officer
AirSculpt Technologies, Inc.
1111 Lincoln Road, Suite 802
Miami Beach, FL 33139
Re:AirSculpt Technologies, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 10, 2023
File No. 001-40973
Dear Dennis Dean:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 49
1.In tabular form, please provide us a detailed list of the actual costs included in pre-
opening de novo and relocation costs for each of the years presented, sorted by center.
For each of the centers, also tell us the date the center was opened, and the ranges of dates
these costs were incurred.  Also tell us where the costs are presented in your statements of
operations.  In addition, please tell us how you considered Question 100.01 of the Non-
GAAP Financial Measures Compliance & Disclosure Interpretations, as updated
December 13, 2022, in determining it was appropriate to include these costs as part of
your non-GAAP adjustment.
2.We note instances where you make references to normalized amounts and base year-over-
year changes or other metrics on these normalized amounts.  Normalized amounts

 FirstName LastNameDennis Dean
 Comapany NameAirSculpt Technologies, Inc.
 April 13, 2023 Page 2
 FirstName LastName
Dennis Dean
AirSculpt Technologies, Inc.
April 13, 2023
Page 2
appear to be based on an individually tailored accounting principle as described in
Question 100.04 of the Non-GAAP Financial Measures Compliance & Disclosure
Interpretations.  Please tell us how you considered this interpretation in determining your
adjustments to normalize amounts are appropriate.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Christie Wong at 202-551-3684 or Michael Fay, Senior Staff
Accountant, at 202-551-3812 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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AirSculpt Technologies, Inc.

1111 Lincoln Road, Suite 802

Miami Beach, FL 33139

March 10, 2023

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    AirSculpt Technologies,
    Inc.

    Registration Statement on Form S-3

    File No. 333-270069

    Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Akumin Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration
Statement on Form S-3 (File No. 333-270069) (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern
time on March 13, 2023, or as soon thereafter as practicable.

Should the Securities and Exchange Commission
have any questions regarding this acceleration request, please do not hesitate to contact Richard Bass, an attorney with the Company’s
outside legal counsel, McDermott Will & Emery LLP, via telephone at (212) 547-5476 or via email at rbass@mwe.com.

[The remainder of this page is intentionally left
blank.]

     Very truly yours,

     AirSculpt Technologies, Inc.

     By:
    /s/ Dennis Dean

     Name:
    Dennis Dean

     Title:
    Chief Financial Officer

[Signature Page to Request for Acceleration]

United States securities and exchange commission logo
March 3, 2023
Todd Magazine
Chief Executive Officer
Airsculpt Technologies, Inc.
1111 Lincoln Road, Suite 802
Miami Beach, FL 33139
Re:Airsculpt Technologies, Inc.
Registration Statement on Form S-3
Filed February 27, 2023
File No. 333-270069
Dear Todd Magazine:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Richard Bass

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AirSculpt Technologies, Inc.

400 Alton Road, Unit TH-103M

Miami Beach, Florida 33139

October 27, 2021

VIA EDGAR & TELECOPY

Division of Corporation Finance

Office of Trade and Services

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    AirSculpt Technologies, Inc. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-260067) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 5:00 p.m. EST on October 28, 2021, or as soon thereafter as
practicable.

    Very truly yours,

    AirSculpt Technologies, Inc.

    By:
    /s/ Dr. Aaron Rollins

    Name: Dr. Aaron Rollins

    Title: Chief Executive Officer

CORRESP
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October 27, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    AirSculpt Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-260067

    Acceleration Request

    Requested Date: October 28, 2021

    Requested Time: 5:00 p.m. Eastern Standard
    Time

Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley &
Co. LLC, Piper Sandler & Co., and SVB Leerink LLC, as representatives of the several underwriters, hereby join AirSculpt Technologies, Inc.
in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1
(File No. 333-260067) (the “Registration Statement”) to become effective on October 28, 2021, at
5:00 p.m. Eastern Standard Time, or as soon thereafter as may be practicable.

Pursuant to Rule 460
under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to
underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We advise that we have complied
and will continue to comply, and that we have been informed by the participating underwriters that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

    Very truly yours,

    MORGAN STANLEY & CO. LLC

    By:
    /s/  Akanksha Agarwal

    Authorized Representative

    PIPER SANDLER & CO.

    By:
    /s/  Neil Riley

    Authorized Representative

    SVB LEERINK LLC

    By:
    /s/  Toby King

    Authorized Representative

[Signature
Page to Acceleration Request]

CORRESP
1
filename1.htm

    mwe.com

October 20, 2021

VIA EDGAR AND EMAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jenn Do

Lynn Dicker

Daniel Crawford

 Tim Buchmiller

    Re:

    AirSculpt Technologies, Inc.

    Amendment No. 1 to

    Registration Statement on Form S-1

    Filed October 5, 2021

    File No. 333-260067

Dear Ms. Do:

On behalf of AirSculpt
Technologies, Inc., a Delaware corporation (the “Company”), we are responding to the comments from the Staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated
October 19, 2021 (the “Comment Letter”), relating to the above referenced  Registration Statement on Form S-1 (File No. 333-260067) filed by the Company on
October 5, 2021 (the “Registration Statement”). In response to the comments set forth in the Comment
Letter, the Company has revised the Registration Statement and is filing it together with this response letter. The revised
Registration Statement also contains certain additional updates and revisions.

Set forth below are the Company’s responses
to the Staff’s comments. For convenience, the Staff’s comments are repeated below in bold, followed by the Company’s
response to each comment as well as a summary of the responsive actions taken. We have included page numbers to refer to the location
in the revised Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

Form S-1 filed October 5, 2021

Graphic Presentation, page i

1. We note you added five graphics, with four graphics featuring individuals. We also note that one of the individuals on the third graphic
appears to be the founder and CEO because he matches the picture of the individual in the Letter from the Founder and CEO on page iii.
Additionally, we note you did not disclose whether the other individuals in the graphics received your services and represent the results
of your services. Please advise whether the individuals in the graphics received your services. If the individuals did not, please remove
the graphics or explain why the graphics are appropriate and how they accurately represent your business.

We also note that the graphics as filed obscure portions of the text from view. If you retain any of the graphics, please ensure all text
is visible and legible.

Response: In response to the Staff's comment, the Company confirms
that the individuals in the graphics received the Company's services. The Company will ensure that the text included in any graphics included in the Registration Statement is legible and visible.

Letter from the Founder and CEO, page iii

2. We refer to the letter from your Founder and CEO. Please revise your presentation so that the letter does not appear in the forepart
of the registration statement prior to your Prospectus Summary.

Response: In response to the Staff's comment, the Company has
revised its presentation so that the letter does not appear in the forepart of the registration statement.

Please contact me at 202 756 8161 if you have
any questions or require any additional information in connection with this letter or the Company’s submission of the revised Registration
Statement.

    Sincerely,

    /s/ Thomas P. Conaghan

    cc: Dr. Aaron Rollins, Chief Executive Officer

United States securities and exchange commission logo
October 19, 2021
Aaron Rollins
Chief Executive Officer
Airsculpt Technologies, Inc.
400 Alton Road, Unit TH-103M
Miami Beach, FL 33139
Re:Airsculpt Technologies, Inc.
Registration Statement on Form S-1
Filed October 5, 2021
File No. 333-260067
Dear Dr. Rollins:
            We have reviewed your 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.

 FirstName LastNameAaron Rollins
 Comapany NameAirsculpt Technologies, Inc.
 October 19, 2021 Page 2
 FirstName LastName
Aaron Rollins
Airsculpt Technologies, Inc.
October 19, 2021
Page 2
Form S-1 filed October 5, 2021
Graphic Presentation, page i
1.We note you added five graphics, with four graphics featuring individuals.  We also note
that one of the individuals on the third graphic appears to be the founder and CEO because
he matches the picture of the individual in the Letter from the Founder and CEO on page
iii.  Additionally, we note you did not disclose whether the other individuals in the
graphics received your services and represent the results of your services.  Please advise
whether the individuals in the graphics received your services.  If the individuals did not,
please remove the graphics or explain why the graphics are appropriate and how they
accurately represent your business.

We also note that the graphics as filed obscure portions of the text from view.  If you
retain any of the graphics, please ensure all text is visible and legible.
Letter from the Founder and CEO, page iii
2.We refer to the letter from your Founder and CEO.  Please revise your presentation so that
the letter does not appear in the forepart of the registration statement prior to
your Prospectus Summary.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard S. Bass, Esq.

CORRESP
1
filename1.htm

    mwe.com

October 5, 2021

VIA EDGAR AND EMAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Deanna Virginio

    Celeste Murphy

    Jenn Do

    Lynn Dicker

    Re:

    AirSculpt Technologies, Inc.

    Amendment No. 2 to

    Draft Registration Statement on Form S-1

    Submitted September 13, 2021

    CIK No. 0001870940

Dear Ms. Virginio:

On behalf of AirSculpt
Technologies, Inc., a Delaware corporation (the “Company”), we are responding to the comments from the Staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated
September 28, 2021 (the “Comment Letter”), relating to the above referenced Amendment No. 2 to the
draft Registration Statement on Form S-1 (CIK No. 0001870940) confidentially submitted by the Company on
September 13, 2021 (the “Registration Statement”). In response to the comments set forth in the Comment
Letter, the Company has revised the Registration Statement and is filing it together with this response letter. The revised
Registration Statement also contains certain additional updates and revisions.

Set forth below are the Company’s responses
to the Staff’s comments. For convenience, the Staff’s comments are repeated below in bold, followed by the Company’s
response to each comment as well as a summary of the responsive actions taken. We have included page numbers to refer to the location
in the revised Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

Amendment No. 2 to Draft Registration
Statement on Form S-1 submitted September 13, 2021

Letter from the Founder and CEO, page iii

 1. We note the reference to "[y]our FDA-approved handpiece." Please revise to clarify, if true, that the FDA-approved handpiece
is owned by a third party.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page iii of the revised Registration Statement.

Please contact me at 202 756 8161 if you have
any questions or require any additional information in connection with this letter or the Company’s submission of the revised Registration
Statement.

    Sincerely,

    /s/ Thomas P. Conaghan

    cc: Dr. Aaron Rollins, Chief Executive Officer

United States securities and exchange commission logo
September 28, 2021
Aaron Rollins
Chief Executive Officer
Airsculpt Technologies, Inc.
400 Alton Road, Unit TH-103M
Miami Beach, FL 33139
Re:Airsculpt Technologies, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted September 13, 2021
CIK No. 0001870940
Dear Dr. Rollins:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form S-1
Letter from the Founder and CEO, page iii
1.We note the reference to "[y]our FDA-approved handpiece." Please revise to clarify, if
true, that the FDA-approved handpiece is owned by a third party.
            You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Deanna Virginio at 202-551-4530 or Celeste Murphy at 202-551-3257 with any other questions.

 FirstName LastNameAaron Rollins
 Comapany NameAirsculpt Technologies, Inc.
 September 28, 2021 Page 2
 FirstName LastName
Aaron Rollins
Airsculpt Technologies, Inc.
September 28, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard S. Bass, Esq.

United States securities and exchange commission logo
August 26, 2021
Aaron Rollins
Chief Executive Officer
Airsculpt Technologies, Inc.
400 Alton Road, Unit TH-103M
Miami Beach, FL 33139
Re:Airsculpt Technologies, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted August 13, 2021
CIK No. 0001870940
Dear Dr. Rollins:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on From S-1 submitted August 13, 2021
Market and Other Industry Data, page i
1.We note your response to prior comment 1. Please also remove statements that the
accuracy and completeness of third party information is not guaranteed or specifically
state that you are liable for such information.

 FirstName LastNameAaron Rollins
 Comapany NameAirsculpt Technologies, Inc.
 August 26, 2021 Page 2
 FirstName LastName
Aaron Rollins
Airsculpt Technologies, Inc.
August 26, 2021
Page 2
Letter from the Founder and CEO, page iii
2.We note your response to prior comment 2, including that your procedure uses a cannulae
to "pluck out" fat cells. This appears inconsistent with your statements on page 78 that
your procedure drives a cannula 1,000 times per minute in a corkscrew motion to remove
fat cells. Please revise or explain.
Our Company , page 1
3.We note your response to prior comment 3. Please revise to state, if true, that the tools
used to implement your fat removal process, such as the Euromi handpiece device, are
purchased from third parties and that you do not own the proprietary rights to such tools.
Please revise to provide the basis for your statements that the systems and methodologies
claimed in your issued patents result in less patient trauma and improved results relative to
other systems and methods.
4.We note your response to prior comment 5. Please revise to clearly disclose in the
Summary that the Company is a holding company with operations conducted through
your subsidiaries and contractual arrangements with your Professional Associations.
Please highlight that the Professional Associations are set up as legal entities, separate
from the Company. Please explain that the Professional Associations, and not the
Company, are the entities that contract with surgeons to provide body contouring services
to its patients. Please also explain that you have established such corporate structure due
to the corporate practice of medicine laws. Please also clarify in the Summary, if true,
that references in the prospectus to the “Company”, “Elite Body Sculpture”, “we”, “us”
and “our” include the Professional Associations.
Our Growing Market Opportunity, page 2
5.We note your response to prior comment 8, including that your market includes both
surgical procedures and other non-surgical body fat reduction procedures. Please tell us
what the global body fat reduction industry encompasses.
Corporate Structure and the Reorganization, page 55
6.We note your response to prior comment 6. Please revise to briefly describe the
transactions contemplated by the Purchase Agreement. Please also revise to clearly
disclose the existing owners of the parent company where you define the term on page
54.
7.We note your response to prior comment 12. Please revise your diagrams on pages 55 and
56 to illustrate the Company's relationship with its Professional Associations. Please also
clarify why certain entities are represented by a solid line and others are represented by a
dotted line.

 FirstName LastNameAaron Rollins
 Comapany NameAirsculpt Technologies, Inc.
 August 26, 2021 Page 3
 FirstName LastName
Aaron Rollins
Airsculpt Technologies, Inc.
August 26, 2021
Page 3
Surgeon Practice Structure, page 82
8.We note your response to prior comment 21. We also note your disclosure on page 68 that
the Company has the ability, through the management services, succession and related
agreements, to direct the activities (excluding clinical decisions) that most significantly
affect the Professional Associations’ economic performance, making the Company the
primary beneficiary of the Professional Associations and allowing the Company to
consolidate the Professional Associations into its financial statements. Please revise to
include a description of the material terms of the succession agreement and related
agreements. Please also file each of the agreements referenced on page 68 as an exhibit to
your registration statement. Alternatively, please explain to us why such disclosure is not
required.
Financial Statements
Consolidated Statements of Operations, page F-4
9.Regarding the revisions made related to comments 15 and 26, please address the
materiality considerations of ASC 250-10-45-27 and whether further restatement
disclosures are required pursuant to ASC 250-10-45-23. Please expand your disclosure to
provide a footnote quantifying the individual adjustments that have been made to each
affected expense category for the periods presented as directed in ASC 250-10-50-7
through 50-10.
            You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Deanna Virginio at 202-551-4530 or Celeste Murphy at 202-551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard S. Bass, Esq.

United States securities and exchange commission logo
August 2, 2021
Aaron Rollins
Chief Executive Officer
Airsculpt Technologies, Inc.
400 Alton Road, Unit TH-103M
Miami Beach, FL 33139
Re:Airsculpt Technologies, Inc.
Draft Registration Statement on Form S-1
Submitted July 6, 2021
CIK No. 0001870940
Dear Dr. Rollins:
            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-1 submitted July 6, 2021
Market and Other Industry Data, page i
1.Your statements that the accuracy and completeness of third party information is not
guaranteed and that you have not independently verified any data from third-party sources
may imply an inappropriate disclaimer of responsibility with respect to the third party
information you have elected to include in your registration statement. Please either delete
these statements or specifically state that you are liable for such information.

 FirstName LastNameAaron Rollins
 Comapany NameAirsculpt Technologies, Inc.
 August 2, 2021 Page 2
 FirstName LastName
Aaron Rollins
Airsculpt Technologies, Inc.
August 2, 2021
Page 2
Letter from the Founder and CEO, page iii
2.Please provide the basis for your statement that your AirSculpt method "allows [y]our
surgeons to achieve superior results without the fatigue and strain that other technologies
cause" and your belief that your treatment results "are firsts in the industry." Please also
balance your disclosure here, that your method "plucks" ... "one fat cell at a time," and
your disclosure in your prospectus summary section, that AirSculpt® removes individual
fat cells with a gentle plucking motion, by disclosing, if true, that your procedure involves
the insertion of cannulae into a treatment area similar to traditional liposuction.
Our Company, page 1
3.Although we note your disclosure that you use a proprietary and patented AirSculpt®
method, your moat is not clear. For example, we note you disclose that you "outsource"
the manufacturing of key elements of the tools you use for the AirSculpt® procedures to a
single third-party manufacturer, Euromi, but it is not clear if you, Euromi or a third-party
developed those elements, who owns the proprietary rights to those elements, or who
pursued and received FDA approval for those elements. It also unclear if your competitors
could use elements similar to Euromi’s elements that could be used for laser liposuction
procedures. We note in this regard that Alma Lasers appears to provide elements that may
be similar. Please revise your disclosure as appropriate to clarify your moat, competitive
position and what is proprietary to your business.
Prospectus Summary, page 1
4.Please revise your Summary to eliminate repetitive disclosure and focus on presenting a
balanced discussion of the material aspects of your offering. Please note that the Summary
should not include a detailed description of your competitive strengths and growth
strategies. We note that this detailed information is better suited for the body of the
prospectus and that your Business discussion already contains substantially the same
presentation. Additionally the discussion of your competitive strengths and strategies
should be accompanied by an equally prominent discussion of risks and obstacles to the
strategy. The balancing discussion should be equally prominent in terms presentation and
level of detail.
5.Please revise your Summary to clearly describe the Company's corporate structure,
including that the Company is a holding Company that provides practice management
services to professional associations through management services agreements. Please
clearly explain the relationship between the Company, its wholly owned subsidiaries and
the professional associations it contracts with.

 FirstName LastNameAaron Rollins
 Comapany NameAirsculpt Technologies, Inc.
 August 2, 2021 Page 3
 FirstName LastName
Aaron Rollins
Airsculpt Technologies, Inc.
August 2, 2021
Page 3
6.We note your disclosure on page F-7 that the Company was formed as a limited liability
company under the laws of the state of Delaware pursuant to an agreement effective
October 2, 2018 to facilitate the acquisition of EBS Enterprises, LLC f/k/a Rollins
Enterprises, LLC. In the appropriate location in the prospectus, please describe the
material terms of the acquisition that resulted in the formation of the Company.
7.Please revise to provide the basis for your statements that your treatment results are "best-
in-class" and your belief that existing fat reduction and body contouring procedures are
not as effective as AirSculpt.
Our Market Opportunity, page 2
8.You disclose that the global body fat reduction industry was estimated to be $9.8 billion in
2020 and the North American body fat reduction industry was estimated to be $2.6 billion
in 2020. You also disclose on page 66 that your revenue is derived from the delivery of
specialty, minimally invasive liposuction services. Please tell us what the global body fat
reduction industry encompasses and why it would not be more appropriate to disclose the
addressable market for laser or traditional liposuction, or a more targeted market that you
address.
Our amended and restated certificate of incorporation after this offering will designate courts in
the State of Delaware as the sole, page 47
9.Please revise your risk factor to disclose that there is also a risk that your exclusive forum
provision may result in increased costs for investors to bring a claim.
Use of Proceeds, page 48
10.We note your disclosure that you intend to use a portion of the net proceeds from this
offering to fund your de novo growth strategy and that you intend to use the balance of the
net proceeds for general corporate purposes and working capital. Please revise to provide
more specific disclosure of the planned expenditures to fund your growth strategy, as well
as the approximate amounts intended to be used for each such purpose. For example, we
note your disclosure on page 63 that you plan to spend approximately $5.0-6.0 million in
expenditures related to adding procedure rooms to existing locations and opening de novo
centers during fiscal year 2021. Additionally, to the extent proceeds will be used to
service debt, please specify the interest rates and maturity of the debt. Refer to Instruction
4 to Item 504 of Regulation S-K.
Overview, page 54
11.Please revise to provide the basis for your statements that you have continued to solidify
your position as "the market leader" in fat removal and fat transfer.

 FirstName LastNameAaron Rollins
 Comapany NameAirsculpt Technologies, Inc.
 August 2, 2021 Page 4
 FirstName LastName
Aaron Rollins
Airsculpt Technologies, Inc.
August 2, 2021
Page 4
The Reorganization, page 54
12.Please revise to add a diagram showing the Company's corporate structure before and
after the reorganization.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Key Operational and Business Metrics, page 57
13.Please address the following:
•We note from page 12 that "Same-center revenue growth" of 9.8% (2020) and N/A
(2019) appears to be the same measure as "Case Growth" from page 58. Please revise
or advise.
•At the top of page 58 for the table of Same-Center Information, you state "we define
same-center growth as the growth at facilities that we owned and operated since
January 1, 2019", but do not present or quantify "same-center growth." Please revise
or advise.
•Please revise to explain what the "Number of same store facilities" and "Number of
same store procedure rooms" represents (page 58) and how it differs from "Number
of total facilities" and "Number of total procedure rooms" (page 58). We note that
you opened four centers in 2020 (page 55) and three in 2019 (page 62).
•We note from pages 13 and 59 that Adjusted EBITDA is reconciled to Income from
operations. Please revise to reconcile to Net income (loss). Refer to Question
103.02 of the SEC Staff’s Compliance and Disclosure Interpretations on Non-
GAAP Financial Measures.
Adjusted EBITDA and Adjusted EBITDA Margin, page 58
14.Please explain to us in detail why you believe the adjustment for pre-opening de novo
costs used in calculating Adjusted EBITDA is appropriate in light of your growth
strategy. Please refer to Question 100.01 of the SEC Staff’s Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures. In addition, please expand the
description of the tabular disclosure on pages 13 and 59 to include "Non-GAAP financial
measures."
Components of Results of Operations, page 60
15.You disclose cost of services also includes credit card fees. Please explain your basis in
GAAP for including such costs within cost of services.

 FirstName LastNameAaron Rollins
 Comapany NameAirsculpt Technologies, Inc.
 August 2, 2021 Page 5
 FirstName LastName
Aaron Rollins
Airsculpt Technologies, Inc.
August 2, 2021
Page 5
Critical Accounting Policies and Estimates
Revenue Recognition, page 65
16.You disclose on page 66 that "customer contracts generally do not include more than one
performance obligation", which is the "delivery of specialty, minimally invasive
liposuction services." Noting from pages 3 and 72 that 24% of procedures performed in
2020 and in the first quarter of 2021 included a fat transfer, please address how you have
appropriately determined that a procedure including fat removal and one or more fat
transfers represents only one performance obligation. Refer to ASC 606-10-25-14
through 25-15 and 606-10-25-19.
Unit-Based Compensation, page 67
17.Please revise to disclose whether you have granted any awards of Profit Interest Units
during 2021 and the amount of compensation expense you expect to recognize in 2021.
Clarify whether the weighted average fair value of $278.99 of awards granted in 2019
(page F-16) is the fair value of the actual award or the underlying member units.
Our Technique, Training and Equipment, page 77
18.We note your disclosure that in connection with the AirSculpt method, you currently use
an FDA-approved handpiece manufactured by Euromi S.A. Please revise to clarify the
significance of the handpiece used in connection with the five step process outlined on
pages 76-77. For example, it is currently not clear how use of this handpiece results in an
improvement over traditional liposuction procedures.
19.We note your disclosure that your proprietary fat removal process uses industry accepted,
FDA approved tools to grab, separate, and remove fat cells. Please clarify whether the
procedure itself required any FDA review or approval.
Our Intellectual Property, page 79
20.Please revise your disclosure regarding your U.S. patents to specify the type of patent
protection granted.
Surgeon Practice Structure, page 80
21.Please discuss the terms of the agreements and arrangements with your professional
associations. If the material terms of these arrangements vary, please describe the range of
such terms. To the extent that these agreements are standard in format, please file
a form of the agreement as an exhibit.

 FirstName LastNameAaron Rollins
 Comapany NameAirsculpt Technologies, Inc.
 August 2, 2021 Page 6
 FirstName LastName
Aaron Rollins
Airsculpt Technologies, Inc.
August 2, 2021
Page 6
Management, page 84
22.Please include the required disclosure for your directors.
Employment Agreements with Dr. Rollins and Mr. Zelhof, page 89
23.Please file the Employment Agreements with Dr. Rollins and Mr. Zelholf as exhibits to
your registration statement. Alternatively, please explain to us why the filing of those
agreements is not required.
Professional Services Agreement, page 92
24.Please clarify if the terms of the agreements described in this section, including
the sponsor management fee, will continue after your public offering.
Principal Stockholders, page 94
25.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by Vesey
Street Capital Partners. Please also revise to include the address for Vesey Street Capital
Partners. Refer to Item 403 of Regulation S-K.
Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
26.We note that you present a functional statement of operations. Please revise to disclose
which functional categories rent expense relates to, and if it is a component of more than
one category, provide a breakdown of the categories.
Note 1 - Organization and Summary of Key Accounting Policies, page F-7
27.Regarding the section entitled "Recently Issued Accounting Pronouncements" on page F-
12, you state "on January 1, 2019, the FASB issued Accounting Standards Update
(“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”) using the
modified retrospective approach." Please revise to clearly state the correct date the
standard was issued and, separately, the date you adopted it.
Note 2 - Goodwill and Intangibles, Net, page F-12
28.Please revise to disclose the transactions giving rise to your goodwill and intangible
assets, which account for approximately 80% of your total assets at December 31, 2020.

 FirstName LastNameAaron Rollins
 Comapany NameAirsculpt Technologies, Inc.
 August 2, 2021 Page 7
 FirstName LastName
Aaron Rollins
Airsculpt Technologies, Inc.
August 2, 2021
Page 7
General
29.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.
            You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Deanna Virginio at 202-551-4530 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard S. Bass, Esq.