SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 VIA EDGAR
 May 7, 2025 Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Allurion Technologies, Inc.
 Acceleration Request for Registration Statement on Form S-3
 File No. 333-286837 Ladies and
Gentlemen,  Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Allurion Technologies,
Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration Statement ”) be accelerated to May 9, 2025 at 4:00 p.m. Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP by calling Jeffrey Letalien at (212) 459-7203. If you have any
questions regarding this request, please contact Jeffrey Letalien of Goodwin Procter LLP at (212) 459-7203.

 Sincerely,

 ALLURION TECHNOLOGIES, INC.

 /s/ Shantanu Gaur

 Shantanu Gaur

 Chief Executive Officer

 cc:
 Brendan Gibbons, Esq., Allurion Technologies, Inc.
 Jeffrey Letalien, Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2025

Shantanu Gaur
Chief Executive Officer
Allurion Technologies, Inc.
11 Huron Drive
Natick, MA 01760

 Re: Allurion Technologies, Inc.
 Registration Statement on Form S-3
 Filed April 30, 2025
 File No. 333-286837
Dear Shantanu Gaur:

 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 Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Jeffrey A. Letalien, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

December 19, 2024

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Re:  Allurion Technologies, Inc.

     Acceleration Request for Registration Statement on Form S-3

     File No. 333-283721

Ladies and Gentlemen,

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Allurion Technologies, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to December 20, 2024 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Jeffrey
Letalien at (212) 459-7203.

 If you have any questions regarding this request, please contact
Jeffrey Letalien of Goodwin Procter LLP at (212) 459-7203.

 Sincerely,

 ALLURION TECHNOLOGIES,
INC.

/s/ Shantanu Gaur

Shantanu Gaur

Chief Executive Officer

 cc:   Brendan Gibbons, Esq., Allurion Technologies, Inc.

    Paul Rosie, Goodwin Procter LLP

    Jeffrey Letalien, Goodwin Procter LLP

December 16, 2024
Shantanu Gaur
Chief Executive Officer
Allurion Technologies, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies, Inc.
Registration Statement on Form S-3
Filed December 10, 2024
File No. 333-283721
Dear Shantanu Gaur:
            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:Paul R. Rosie, Esq.

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

October 3, 2024

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Allurion Technologies, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-279902

 Ladies and
Gentlemen,

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Allurion Technologies, Inc.
(the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to October 7, 2024 at 9:15 a.m. Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP by calling Paul R. Rosie at (617) 570-1724.

 If you have any
questions regarding this request, please contact Paul R. Rosie of Goodwin Procter LLP at (617) 570-1724.

Sincerely,

ALLURION TECHNOLOGIES, INC.

 /s/ Shantanu Gaur

Shantanu Gaur

 Chief Executive Officer

cc:
 Brendan Gibbons, Esq., Allurion Technologies, Inc.

Paul R. Rosie, Goodwin Procter LLP

Jeffrey Letalien, Goodwin Procter LLP

CORRESP
1
filename1.htm

Company Acceleration Request

 VIA EDGAR

June 26, 2024

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Allurion Technologies, Inc.

 
 Acceleration Request for Registration Statement on Form S-1

 
 File No. 333-280466

Ladies and Gentlemen,

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Allurion Technologies, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to June 28, 2024 at 6:00 a.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Jeffrey
Letalien at (212) 459-7203.

 If you have any questions regarding this request, please contact
Jeffrey Letalien of Goodwin Procter LLP at (212) 459-7203.

Sincerely,

ALLURION TECHNOLOGIES, INC.

/s/ Shantanu Gaur

Shantanu Gaur

Chief Executive Officer

cc:
 Brendan Gibbons, Esq., Allurion Technologies, Inc.

Paul Rosie, Goodwin Procter LLP

Jeffrey Letalien, Goodwin Procter LLP

CORRESP
1
filename1.htm

Underwriter Acceleration Request

 June 26, 2024

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Allurion Technologies, Inc.

 
 Registration Statement on Form S-1

 
 File No. 333-280466

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Allurion Technologies, Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become
effective at 6:00 a.m. ET on June 28, 2024, or as soon as thereafter practicable.

 Pursuant to Rule 460 of the General Rules and Regulations
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 have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

JEFFERIES LLC

/s/ Michael Robinson

Name: Michael Robinson

Title: Managing Director

TD SECURITIES (USA) LLC

/s/ Michael Campbell

Name: Michael Campbell

Title: Managing Director

United States securities and exchange commission logo
June 7, 2024
Shantanu Gaur
Chief Executive Officer
Allurion Technologies, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies, Inc.
Registration Statement on Form S-1
Filed May 31, 2024
File No. 333-279902
Dear Shantanu Gaur:
            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:       Paul R. Rosie, Esq.

United States securities and exchange commission logo
June 3, 2024
Shantanu Gaur
Chief Executive Officer
Allurion Technolgies, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technolgies, Inc.
Draft Registration Statement on Form S-1
Submitted May 28, 2024
CIK No. 0001964979
Dear Shantanu Gaur:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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 Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Danielle Lauzon, Esq.

CORRESP
1
filename1.htm

CORRESP

 Allurion Technologies, Inc.

11 Huron Drive

 Natick,
MA 01760

 December 27, 2023

 VIA EDGAR

 Conlon Danberg

 Office of Industrial Applications
and Services

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Allurion Technologies, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-276131

 Requested Date:

 December 29, 2023

 Requested Time:

 4:00 p.m. Eastern Time

 Dear Mr. Danberg:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allurion Technologies, Inc. hereby requests that the effective date of the
above-referenced registration statement (the “Registration Statement”) be accelerated to December 29, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter
LLP, request by telephone that such Registration Statement be declared effective at some other time.

 Once the Registration Statement is
effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Paul R. Rosie at (617) 570-1724. We also respectfully request that a copy of the written order from the Securities
and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Paul R. Rosie, by email at PRosie@goodwinlaw.com.

If you have any questions regarding this request, please contact Paul R. Rosie of Goodwin Procter LLP at (617)
570-1724.

Sincerely,

Allurion Technologies, Inc.

 /s/ Shantanu Gaur

Shantanu Gaur

Chief Executive Officer

cc:
 Danielle M. Lauzon, Esq., Goodwin Procter LLP

Paul R. Rosie, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
December 21, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies, Inc.
Registration Statement on Form S-1
Filed December 19, 2023
File No. 333-276131
Dear Shantanu Gaur:
            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:       Danielle M. Lauzon, Esq.

CORRESP
1
filename1.htm

CORRESP

 Allurion Technologies, Inc.

11 Huron Drive

 Natick,
MA 01760

 December 14, 2023

 VIA EDGAR

 Juan Grana

 Katherine Bagley

Office of Industrial Applications and Services

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Allurion Technologies, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-274564

Requested Date:

December 15, 2023

Requested Time:

4:00 p.m. Eastern Time

 Dear Mr. Grana:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allurion Technologies, Inc. hereby requests that the effective date of the
above-referenced registration statement (the “Registration Statement”) be accelerated to December 15, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP,
request by telephone that such Registration Statement be declared effective at some other time.

 Once the Registration Statement is
effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Paul R. Rosie at (617) 570-1724. We also respectfully request that a copy of the written order from the Securities
and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Paul R. Rosie, by email at PRosie@goodwinlaw.com.

If you have any questions regarding this request, please contact Paul R. Rosie of Goodwin Procter LLP at (617)
570-1724.

 Sincerely,

Allurion Technologies, Inc.

/s/ Shantanu Gaur

Shantanu Gaur

Chief Executive Officer

cc:   Danielle M. Lauzon, Esq., Goodwin Procter LLP

       Paul R. Rosie, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

Response Letter

 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

goodwinlaw.com

 +1 617 570 1000

 November 29, 2023

 Office of
Industrial Applications and Services

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Nicholas
O’Leary and Katherine Bagley

Re:
 Allurion Technologies, Inc.

 Amendment No. 1 to

 Registration Statement on Form S-1

 Filed October 20, 2023

 File No. 333-274564

Ladies and Gentlemen,

 This letter is submitted on behalf of
Allurion Technologies, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s
Amendment No. 1 to the Registration Statement on Form S-1 filed on by the Company on October 20, 2023 (File No. 333-274564) (the “Amendment
No. 1”), as set forth in your letter dated November 3, 2023, addressed to Shantanu Gaur, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing Amendment
No. 2 to the Registration Statement (the “Amendment No. 2”), which includes changes that reflect responses to the Staff’s comments. Amendment No. 2 also contains certain additional updates and
revisions.

 For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your
convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to Amendment No. 1, and page references in the responses
refer to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amendment No. 1.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we
are sending this letter and the Amended Registration Statement (marked to show changes from the Registration Statement) via email.

 Amendment
No. 1 to Registration Statement on Form S-1 filed October 20, 2023

Cover Page

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 November 29, 2023

 Page 2

1.
 We note your revised disclosure in response to comment 1, including your disclosure that certain
shareholders purchased shares at effective purchase prices ranging from $0.01 per share to $17.79 per share. To provide context for investors, please revise your disclosure to include the price per share paid by the relevant selling shareholders for
the number of shares purchased at each price. In this regard, we note that the effective purchase price range provided is relatively large. We also note that your disclosure references “effective purchase price” and “cash cost”
of other issuances of securities that you are registering for resale in this offering. Please tell us how you calculate “effective purchase price” and “cash cost,” including how the effective purchase price relates to the actual
price paid by the relevant selling shareholder.

 Response: The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 28 and 77 of Amendment No. 2 accordingly. In addition, the Company respectfully advises the Staff that “effective price per share” for each category of shares covered by Amendment No. 2 has
been determined with reference to applicable price information. For most categories of shares, the “effective price per share” equals (i) the aggregate actual purchase price paid by an investor in a transaction divided by
(ii) the aggregate number of shares of our Common Stock ultimately issued to such investor pursuant to that transaction. For example, in connection with Compute Health’s IPO, the Sponsor paid $25,000, or approximately $0.001 per share, for
21,562,500 Founder Shares. Concurrently with the closing of Compute Health’s IPO, the Sponsor also paid $19.25 million, or $1.50 per warrant, for 12,833,333 Compute Health Private Warrants. The aggregate purchase price paid by the Sponsor
for the Founder Shares and Private Warrants was $19.275 million. In connection with the consummation of the Business Combination all of the Sponsor’s Founder Shares, together with the Sponsor’s Compute Health Private Warrants, were
recapitalized into 2,088,327 shares of Compute Health Class A Common Stock prior to the Business Combination, and subsequently exchanged for 2,966,375 shares of Allurion Common Stock upon consummation of the Business Combination (based on the
Exchange Ratio of 1.420455). 229,232 of such converted shares were contributed to Compute Health pursuant to the Sponsor Contribution Agreement, leaving the Sponsor with 2,737,143 shares of Allurion Common Stock after the recapitalization, the
application of the Exchange Ratio and the contribution. Dividing $19.275 million (the aggregate actual purchase price originally paid by the Sponsor prior to the conversion, recapitalization and contribution) by 2,737,143 (the aggregate number
of shares of our Common Stock ultimately issued to the Sponsor), the effective purchase price per share for the Sponsor’s shares of Common Stock is equal to $7.04, as reflected in the table appearing on pages 28 and 77 (the “Effective
Price Table”). For certain categories of shares where there are large numbers of investors, we have used the “weighted average purchase price” per share or “weighted average exercise price” per warrant as the “effective
purchase price per share,” as reflected in the Effective Price Table.

 The Company also respectfully advises the Staff that references to “cash
cost” were only made in Amendment No. 1 to indicate that securities were issued “at no cash cost” to the recipient of such securities, meaning without any cash payment to the Company from such recipient. For example, the Company
discloses that 250,000 shares of Common Stock were issued to Fortress at no cash cost, meaning at no cash cost to Fortress (i.e., with no cash payment to the Company from Fortress). The Company has revised the disclosure on the cover page and page
27 to clarify that “at no cash cost” indicates the recipient in the transaction did not make any cash payment to the Company in exchange for the securities received.

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 November 29, 2023

 Page 3

 Prospectus Summary, page 22

2.
 We note your revised disclosure in response to comment 3 and reissue the comment in part. Please revise your
disclosure to state whether the Rollover Warrants and Public Warrants are currently out of the money and the likelihood that holders of these warrants will exercise them.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 22 of Amendment No. 2 accordingly.

 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations Of Allurion

Liquidity and Capital Resources, page 142

3.
 We note your revised disclosure in response to comment 6 and reissue the comment in part. Please revise your
disclosure to discuss the impact on the company’s liquidity position of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common stock.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 141 of Amendment No. 2 accordingly.

 General:

4.
 We note that you did not timely file your Form 10-Q for the quarter
ended June 30, 2023. Please revise your risk factor disclosure to state that the Form 10-Q was not filed timely, and describe any risks related to the same. Please also disclose, if true, that you may not
be able to file timely in the future.

 Response: The Company respectfully acknowledges the Staff’s comment and has added
the disclosure on page 75 of Amendment No. 2 accordingly.

 *****

Please contact the undersigned at (617) 570-1724 or via email at PRosie@goodwinlaw.com if you have any questions with
respect to the foregoing.

Very truly yours,

 /s/ Paul R. Rosie

Paul R. Rosie

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 November 29, 2023

 Page 4

cc:
 Shantanu Gaur, Chief Executive Officer, Allurion Technologies, Inc.

 Chris Geberth, Chief Financial Officer, Allurion Technologies, Inc.

 Danielle Lauzon, Goodwin Procter LLP

United States securities and exchange commission logo
November 3, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 20, 2023
File No. 333-274564
Dear Shantanu Gaur:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 29, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed October 20, 2023
Cover Page
1.We note your revised disclosure in response to comment 1, including your disclosure that
certain shareholders purchased shares at effective purchase prices ranging from $0.01 per
share to $17.79 per share. To provide context for investors, please revise your disclosure
to include the price per share paid by the relevant selling shareholders for the number of
shares purchased at each price. In this regard, we note that the effective purchase price
range provided is relatively large. We also note that your disclosure references "effective
purchase price" and "cash cost" of other issuances of securities that you are registering for
resale in this offering. Please tell us how you calculate "effective purchase price" and
"cash cost," including how the effective purchase price relates to the actual price paid by
the relevant selling shareholder.

 FirstName LastNameShantanu Gaur
 Comapany NameAllurion Technologies, Inc.
 November 3, 2023 Page 2
 FirstName LastName
Shantanu Gaur
Allurion Technologies, Inc.
November 3, 2023
Page 2
Prospectus Summary, page 22
2.We note your revised disclosure in response to comment 3 and reissue the comment in
part. Please revise your disclosure to state whether the Rollover Warrants and Public
Warrants are currently out of the money and the likelihood that holders of these warrants
will exercise them.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations Of
Allurion
Liquidity and Capital Resources, page 142
3.We note your revised disclosure in response to comment 6 and reissue the comment in
part. Please revise your disclosure to discuss the impact on the company's liquidity
position of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock.
General
4.We note that you did not timely file your Form 10-Q for the quarter ended June 30, 2023.
Please revise your risk factor disclosure to state that the Form 10-Q was not filed timely,
and describe any risks related to the same. Please also disclose, if true, that you may not
be able to file timely in the future.
            Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Danielle Lauzon, Esq.

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

goodwinlaw.com

 +1 617 570 1000

 October 20, 2023

 Office
of Industrial Applications and Services

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Nicholas
O’Leary and Katherine Bagley

Re:
 Allurion Technologies, Inc.

 
 Registration Statement on Form S-1

 
 Filed September 18, 2023

 
 File No. 333-274564

Ladies and Gentlemen,

 This letter is submitted on behalf of
Allurion Technologies, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the
Company’s Registration Statement on Form S-1 filed on September 18, 2023 (File No. 333-274564) (the “Registration Statement”), as set
forth in your letter dated September 29, 2023, addressed to Shantanu Gaur, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing an Amended Registration Statement (the
“Amended Registration Statement”), which includes changes that reflect responses to the Staff’s comments. The Amended Registration Statement also contains certain additional updates and revisions.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have
italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to the
Amended Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we
are sending this letter and the Amended Registration Statement (marked to show changes from the Registration Statement) via email.

 Registration
Statement on Form S-1 filed September 18, 2023

 Cover Page

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 October 20, 2023

Page
 2

1.
 For each of the shares being registered for resale, disclose the price that the selling securityholders paid
for such shares.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
the cover page and pages 28-29 and 77 of the Amended Registration Statement accordingly.

2.
 We note the significant number of redemptions of your common stock in connection with your business
combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that most of the shares being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the common stock.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 22, 71, 76-77 and 134 of the Amended Registration Statement accordingly.

 Prospectus Summary, page 22

3.
 We note your disclosure of the Public Warrants exercise price on page 22. We also note the approximately
$2.2 million in proceeds from the exercise of the Rollover Warrants. Disclose the exercise price for all warrants compared to the market price of the underlying securities. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure on your cover page and in your risk factors, MD&A and Use of Proceeds section, and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 22, 78, 80 and 134 of the Amended
Registration Statement accordingly.

 Risk Factors

Sales of shares of our Common Stock may cause the market price of our Common Stock to fall, page 72

4.
 We note your disclosure highlighting the negative pressure potential sales of shares pursuant to this
registration statement could have on the public trading price of the common stock. Please illustrate this risk by disclosing the current percentage of shares being registered for resale out of the total number of shares outstanding. We also note
your disclosure that even though the current trading price is at or below the SPAC IPO price, the private investors may have an incentive to sell because they will still profit on sales because of their lower purchase price. Please revise your
disclosure to clarify that private investors could profit on sales when public investors may not.

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 October 20, 2023

Page
 3

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 71 of the Registration Statement accordingly.

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Results of Operations, page 133

5.
 We note that the projected revenues for 2023 were $100.0 million, as set forth in the unaudited
summarized prospective financial information for Allurion that Compute Health management reviewed with the Compute Health Board in connection with the evaluation of the Business Combination. We also note that your actual revenues for the six
months ended June 30, 2023 were approximately $27.0 million. It appears that you will miss your 2023 revenue projection. Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about
the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

Response: The Company respectfully acknowledges the Staff’s comment and has updated the disclosure in the Liquidity and Capital Resources section
appearing on pages 142-143 of the Registration Statement accordingly.

 Overview

Liquidity and Capital Resources, page 137

6.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page
142-143 of the Amended Registration Statement.

 General:

7.
 Revise your prospectus to disclose the price that each selling securityholder paid for the securities being
registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, PIPE investors and other selling securityholders acquired their shares, and the price that the public securityholders acquired their shares.
Disclose that while the selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences
in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 October 20, 2023

Page
 4

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on pages 28-29, 71 and 76-77 of the Amended Registration Statement accordingly.

8.
 We note that, after a registrant’s first registration statement is effective, a Form 10-Q for the quarter following the most recent period included in the registration statement is due the later of 45 days after the effective date, or the date the Form 10-Q
would otherwise be due. Please tell us when you intend to file your 10-Q for the quarter ended June 30, 2023.

Response: The Company respectfully acknowledges the Staff’s comment and advises that the Company intends to file its Form 10-Q for the quarter
ended June 30, 2023 on October 20, 2023.

 *****

Please contact the undersigned at (617) 570-1724 or via email at PRosie@goodwinlaw.com if you have any questions with
respect to the foregoing.

Very truly yours,

/s/ Paul R. Rosie

Paul R. Rosie

cc:
 Shantanu Gaur, Chief Executive Officer, Allurion Technologies, Inc.

Chris Geberth, Chief Financial Officer, Allurion Technologies, Inc.

Danielle Lauzon, Goodwin Procter LLP

United States securities and exchange commission logo
September 29, 2023
Shantanu Gaur
Chief Executive Officer
ALLURION TECHNOLOGIES, INC.
11 Huron Drive
Natick, MA 01760
Re:ALLURION TECHNOLOGIES, INC.
Registration Statement on Form S-1
Filed September 18, 2023
File No. 333-274564
Dear Shantanu Gaur:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed September 18, 2023
Cover Page
1.For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares.
2.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that most of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the common stock. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the common stock.

 FirstName LastNameShantanu Gaur
 Comapany NameALLURION TECHNOLOGIES, INC.
 September 29, 2023 Page 2
 FirstName LastNameShantanu Gaur
ALLURION TECHNOLOGIES, INC.
September 29, 2023
Page 2
Prospectus Summary, page 22
3.We note your disclosure of the Public Warrants exercise price on page 22. We also note
the approximately $2.2 million in proceeds from the exercise of the Rollover
Warrants. Disclose the exercise price for all warrants compared to the market price of the
underlying securities. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure on your cover
page and in your risk factors, MD&A and Use of Proceeds section, and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price.
As applicable, describe the impact on your liquidity and update the discussion on the
ability of your company to fund your operations on a prospective basis with your current
cash on hand.
Risk Factors
Sales of shares of our Common Stock may cause the market price of our Common Stock to fall. ,
page 72
4.We note your disclosure highlighting the negative pressure potential sales of shares
pursuant to this registration statement could have on the public trading price of the
common stock. Please illustrate this risk by disclosing the current percentage of shares
being registered for resale out of the total number of shares outstanding. We also note
your disclosure that even though the current trading price is at or below the SPAC IPO
price, the private investors may have an incentive to sell because they will still profit on
sales because of their lower purchase price. Please revise your disclosure to clarify that
private investors could profit on sales when public investors may not.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 133
5.We note that the projected revenues for 2023 were $100.0 million, as set forth in the
unaudited summarized prospective financial information for Allurion that Compute Health
management reviewed with the Compute Health Board in connection with the evaluation
of the Business Combination. We also note that your actual revenues for the six months
ended June 30, 2023 were approximately $27.0 million. It appears that you will miss your
2023 revenue projection. Please update your disclosure in Liquidity and Capital
Resources, and elsewhere, to provide updated information about the company's financial
position and further risks to the business operations and liquidity in light of these
circumstances.
Overview
Liquidity and Capital Resources, page 137
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common

 FirstName LastNameShantanu Gaur
 Comapany NameALLURION TECHNOLOGIES, INC.
 September 29, 2023 Page 3
 FirstName LastName
Shantanu Gaur
ALLURION TECHNOLOGIES, INC.
September 29, 2023
Page 3
stock, expand your discussion of capital resources to address any changes in the
company's liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
General
7.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, PIPE investors and other selling securityholders
acquired their shares, and the price that the public securityholders acquired their shares.
Disclose that while the selling securityholders may experience a positive rate of return
based on the current trading price, the public securityholders may not experience a similar
rate of return on the securities they purchased due to differences in the purchase prices and
the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include
appropriate risk factor disclosure.
8.We note that, after a registrant's first registration statement is effective, a Form 10-Q for
the quarter following the most recent period included in the registration statement is due
the later of 45 days after the effective date, or the date the Form 10-Q would otherwise be
due.  Please tell us when you intend to file your 10-Q for the quarter ended June 30, 2023.
            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.
            Please contact Nicholas O'Leary at 202-551-4451 or Katherine Bagley at 202-551-2545
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Danielle Lauzon, Esq.

CORRESP
1
filename1.htm

CORRESP

 Allurion Technologies Holdings, Inc.

11 Huron Drive

 Natick,
MA 01760

 July 7, 2023

 VIA EDGAR

 Benjamin Richie

 Lauren Nguyen

Julie Sherman

 Brian Cascio

Office of Industrial Applications and Services

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Allurion Technologies Holdings, Inc.

Acceleration Request for Registration Statement on Form S-4

File No. 333- 271862

 Requested Date:

 July 7, 2023

 Requested Time:

 4:00 p.m. Eastern Time

 Dear Mr. Richie:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allurion Technologies Holdings, Inc. hereby respectfully requests that the
effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to July 7, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside
counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.

 Once the
Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Paul R. Rosie at (617) 570-1724. We also respectfully request that a copy of the written
order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Paul R. Rosie, by email at PRosie@goodwinlaw.com.

If you have any questions regarding this request, please contact Paul R. Rosie of Goodwin Procter LLP at (617)
570-1724.

Sincerely,

Allurion Technologies Holdings, Inc.

/s/ Shantanu Gaur

Shantanu Gaur

Chief Executive Officer

cc:
 Danielle M. Lauzon, Esq., Goodwin Procter LLP

Paul R. Rosie, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

Response Letter 5

 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

goodwinlaw.com

 +1 617 570 1000

 July 6, 2023

 Office of
Industrial Applications and Services

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Benjamin Richie and
Lauren Nguyen

Re:
 Allurion Technologies Holdings, Inc.

Registration Statement on Form S-4

Filed June 27, 2023

File No. 333-271862

Ladies and Gentlemen,

 This letter is submitted on behalf of
Allurion Technologies Holdings, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the
Company’s Registration Statement on Form S-4 filed on June 27, 2023 (File No. 333-271862) (the “Registration Statement”), as set forth in
your letter dated July 3, 2023, addressed to Shantanu Gaur, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing an Amended Registration Statement (the “Amended Registration
Statement”), which includes changes that reflect responses to the Staff’s comments. The Amended Registration Statement also contains certain additional updates and revisions.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have
italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to the
Amended Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we
are sending this letter and the Amended Registration Statement (marked to show changes from the Registration Statement) via email.

 Amendment
No. 3 to Registration Statement on Form S-4

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 July 6, 2023

 Page 2

 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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has filed the Medtronic Sales Agency Agreement
as Exhibit 10.37 to the Amended Registration Statement.

 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 SK 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.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has made
updates throughout the Amended Registration Statement to include all information required under Rule 430A of the Securities Act and Rule 430 of Regulation S-K, including information to be calculated as of the
record date. The Company has also included additional information in the Amended Registration Statement, such as the approximate amount of funds in the trust account, the stock trading price of Compute Health Class A Common Stock as of July 3,
2023 and the fee to be paid to Morrow Sodali.

 *****

Please contact the undersigned at (617) 570-1724 or via email at PRosie@goodwinlaw.com if you have any questions with
respect to the foregoing.

Very truly yours,

 /s/ Paul R. Rosie

Paul R. Rosie

cc:
 Shantanu Gaur, Chief Executive Officer, Allurion Technologies, Inc.

Chris Geberth, Chief Financial Officer, Allurion Technologies, Inc.

Danielle Lauzon, Goodwin Procter LLP

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

CORRESP
1
filename1.htm

CORRESP

                         Goodwin Procter LLP

                         100 Northern Avenue

                         Boston, MA 02210

                         goodwinlaw.com

                         +1 617 570 1000

 June 27, 2023

Office of Industrial Applications and Services Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Benjamin Richie and Lauren Nguyen

Re:
 Allurion Technologies Holdings, Inc.

Registration
 Statement on Form S-4

Filed
 June 13, 2023

File No. 333-271862

Ladies
 and Gentlemen,

This letter is submitted on behalf of Allurion Technologies Holdings, Inc. (the “Company”) in response to the comments of the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s Registration Statement on Form S-4 filed on June 13, 2023 (File No. 333-271862) (the “Registration Statement”), as set forth in your letter dated June 22, 2023, addressed to Shantanu Gaur, Chief Executive Officer of the Company (the “Comment
Letter”). The Company is concurrently filing an Amended Registration Statement (the “Amended Registration Statement”), which includes changes that reflect responses to the Staff’s comments. The Amended Registration
Statement also contains certain additional updates and revisions.

 For reference purposes, the text of the Comment Letter has been reproduced herein with
responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the
Registration Statement, and page references in the responses refer to the Amended Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended Registration Statement.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we
are sending this letter and the Amended Registration Statement (marked to show changes from the Registration Statement) via email.

 Amendment
No. 2 to Registration Statement on Form S-4

 Cover Page

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 June 27, 2023

 Page
2

1.
 We note disclosure here that New Allurion will not have units trading on the New York Stock Exchange upon
the consummation of the Business Combination and you further clarify on page F-84 that upon closing, New Allurion common stock is expected to be traded on the New York Stock Exchange. Revise the disclosure
here to clarify such and disclose whether this is a condition to the closing of the Business Combination which may be waived.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Amended Registration
Statement accordingly.

 The Compute Health Board’s Reasons for Approval of the Business Combination, page 193

2.
 We note your revisions in response to prior comment 4 and reissue the comment. Please revise your disclosure
to specifically discuss how the independent members of Compute Health’s Board considered certain conflicts of interest in negotiating and recommending the business combination.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 200 of the Amended Registration
Statement accordingly.

 Non-Redemption Agreement, page 216

3.
 We note your response to prior comment 5 and reissue in part. Revise to disclose the terms of the
May 15, 2023 Medtronic Sales Agency Agreement and provide a more detailed analysis explaining why filing this agreement as an exhibit to your filing is not necessary. We note that the Non-Redemption
Agreement refers to the Medtronic Sales Agency Agreement.

 Response: The Company respectfully advises the Staff that it has
revised the disclosure on pages 220 and 221 of the Amended Registration Statement in response to the Staff’s comment. The Company further respectfully advises the Staff that the Company does not believe that the Sales Agency Agreement (the
“Agreement”) between Allurion Technologies, Inc. (“Allurion”) and Covidien AG, an affiliate of Medtronic plc (“Medtronic”), is a material contract required to be filed pursuant to Item 601 of
Regulation S-K. In reaching this conclusion, the Company determined that the Agreement was made in the ordinary course of business and does not fall within any of the exceptions set forth in Item
601(b)(10)(ii) of Regulation S-K.

 The Agreement appoints Medtronic as a sales agent for Allurion in Turkey on a non-exclusive basis for an initial term of twelve months, with the option to renew for an additional twelve month period. As a sales agent, Medtronic will facilitate orders of Allurion’s products and Medtronic
will receive a commission on sales for each referred customer order. Allurion will complete order fulfillment, shipping and invoicing for product orders. Allurion enters into agreements with distributors and sales agents in the ordinary course of
business to promote and market its products across the world and the Agreement provides for sales agent services consistent with Allurion’s other sales agency agreements.

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 June 27, 2023

 Page 3

 The Company submits that its business is not “substantially dependent” on the Agreement, nor does
the Agreement constitute a contract to sell a major part of Allurion’s products or services or to purchase a major part of its requirements of goods, services or raw materials or any franchise or license or other agreement to use a patent,
formula, trade secret, process or trade name upon which the Company’s business depends to a material extent.

 The obligations of Medtronic pursuant
to the Non-Redemption Agreement were subject to Medtronic and Allurion having entered into the Agreement, and now that the Agreement has been entered into, Medtronic is required to, among other things,
(a) not redeem its 700,000 shares of Class A Common Stock of Compute Health (the “Medtronic Shares”) and (b) not sell, encumber or otherwise transfer the Medtronic Shares prior to the closing of the Business
Combination.

 For the foregoing reasons, the Company submits that it is not currently dependent on the Agreement in any material or substantial respect
and the Agreement is not required to be filed as an exhibit to the Amended Registration Statement under Item 601(b)(10) of Regulation S-K.

Third-party open source software components, page 320

4.
 We note your revised disclosure, in response to prior comment 1, that your Information Security Program is
in compliance with the global standard ISO 27001:2013. Please tell us whether you are also adhering to the ISO 27001:2022 standards updated in 2022. If the Information Security Program is not in compliance with ISO 27001:2022, include a risk factor
noting such or explain why the updated standards are not applicable to you.

 Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 123 and 124 of the Amended Registration Statement accordingly. The Company further respectfully advises the Staff that Allurion’s Information Security Program was certified
as ISO 27001:2013 standard compliant by an external auditor in April 2022 prior to the publication of the updated ISO 27001:2022 standard in October 2022. The Company anticipates that it will fully transition to the updated ISO 27001:2022 standard
at its next external 3-year recertification audit, scheduled for April 2025, in advance of the ANSI National Accreditation Board required transition date of October 31, 2025. Allurion is currently in the
process of implementing the 11 new controls that are part of the updated ISO standard.

 Exclusive Forum, page 350

5.
 We note your revised disclosure in response to prior comment 3 and reissue in part. Please revise your
discussion of the exclusive forum provision here, and in the relevant risk factor, to disclose the potential for investors to experience both increased difficulty in bringing claims and increased associated costs.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 138, 139, 358 and 359 of the
Amended Registration Statement accordingly.

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 June 27, 2023

 Page 4

 *****

Please contact the undersigned at (617) 570-1724 or via email at PRosie@goodwinlaw.com if you have any questions with
respect to the foregoing.

Very truly yours,

 /s/ Paul R. Rosie

Paul R. Rosie

cc:
 Shantanu Gaur, Chief Executive Officer, Allurion Technologies, Inc.

Chris Geberth, Chief Financial Officer, Allurion Technologies, Inc.

Danielle Lauzon, Goodwin Procter LLP

United States securities and exchange commission logo
June 22, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies Holdings, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 13, 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 1, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Cover Page
1.We note disclosure here that New Allurion will not have units trading on the New York
Stock Exchange upon the consummation of the Business Combination and you further
clarify on page F-84 that upon closing, New Allurion common stock is expected to be
traded on the New York Stock Exchange.  Revise the disclosure here to clarify such and
disclose whether this is a condition to the closing of the Business Combination which may
be waived.

 FirstName LastNameShantanu Gaur
 Comapany NameAllurion Technologies Holdings, Inc.
 June 22, 2023 Page 2
 FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
June 22, 2023
Page 2
The Compute Health Board's Reasons for Approval of the Business Combination, page 193
2.We note your revisions in response to prior comment 4 and reissue the comment.  Please
revise your disclosure to specifically discuss how the independent members of Compute
Health's Board considered certain conflicts of interest in negotiating and recommending
the business combination.
Non-Redemption Agreement, page 216
3.We note your response to prior comment 5 and reissue in part.  Revise to disclose the
terms of the May 15, 2023 Medtronic Sales Agency Agreement and provide a more
detailed analysis explaining why filing this agreement as an exhibit to your filing is not
necessary.  We note that the Non-Redemption Agreement refers to the Medtronic Sales
Agency Agreement.
Third-party open source software components., page 320
4.We note your revised disclosure, in response to prior comment 1, that your Information
Security Program is in compliance with the global standard ISO 27001:2013.  Please tell
us whether you are also adhering to the ISO 27001:2022 standards updated in 2022.  If the
Information Security Program is not in compliance with ISO 27001:2022, include a risk
factor noting such or explain why the updated standards are not applicable to you.
Exclusive Forum, page 350
5.We note your revised disclosure in response to prior comment 3 and reissue in part.
Please revise your discussion of the exclusive forum provision here, and in the relevant
risk factor, to disclose the potential for investors to experience both increased difficulty in
bringing claims and increased associated costs.
            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

CORRESP
1
filename1.htm

Response Letter

 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

goodwinlaw.com

 +1 617 570 1000

 June 13, 2023

 Office of
Industrial Applications and Services

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Benjamin Richie and
Lauren Nguyen

Re:
 Allurion Technologies Holdings, Inc.

Registration Statement on Form S-4

Filed May 12, 2023

File No. 333-271862

Ladies and Gentlemen,

 This letter is submitted on behalf of
Allurion Technologies Holdings, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the
Company’s Registration Statement on Form S-4 filed on May 12, 2023 (File No. 333-271862) (the “Registration Statement”), as set forth in
your letter dated June 1, 2023, addressed to Shantanu Gaur, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing an Amended Registration Statement (the “Amended Registration
Statement”), which includes changes that reflect responses to the Staff’s comments. The Amended Registration Statement also contains certain additional updates and revisions.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have
italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to the
Amended Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we
are sending this letter and the Amended Registration Statement (marked to show changes from the Registration Statement) via email.

 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 320 of the Amended Registration
Statement accordingly.

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 June 13, 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.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 137 of the Amended Registration Statement accordingly.

 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.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 138 and 139 of the Amended Registration Statement accordingly.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 200 of the Registration Statement
accordingly.

 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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that on May 13, 2023, Covidien AG, an affiliate of
Medtronic plc (“Medtronic”), and Allurion Technologies, Inc. entered into a sales agency agreement (the “Sales Agency Agreement”). As a result, the obligations of Medtronic pursuant to the Non-Redemption Agreement are no longer subject to such contingency. The Company also respectfully advises the Staff that it has concluded that the Sales Agency Agreement is not material to the Company under
Item 601(b)(10), and therefore, it has not filed the Sales Agency Agreement as an exhibit to the Amended Registration Statement or disclosed the terms thereof.

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 June 13, 2023

  Page

 3

 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.

 Response: In response to the Staff’s comment, we have revised our opinion to clarify that it is not qualified or
otherwise limited by the Registration Statement.

 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 318 and 319 of the Amended
Registration Statement accordingly.

 *****

Please contact the undersigned at (617) 570-1724 or via email at PRosie@goodwinlaw.com if you have any questions with
respect to the foregoing.

Very truly yours,

/s/ Paul R. Rosie

Paul R. Rosie

cc:
 Shantanu Gaur, Chief Executive Officer, Allurion Technologies, Inc.

Chris Geberth, Chief Financial Officer, Allurion Technologies, Inc.

Danielle Lauzon, Goodwin Procter LLP

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

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

goodwinlaw.com

 +1 617 570 1000

 May 12, 2023

 Office of
Industrial Applications and Services

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Benjamin Richie and
Lauren Nguyen

Re:
 Allurion Technologies Holdings, Inc.

Draft Registration Statement on Form S-4

Submitted February 14, 2023

CIK No. 0001964979

 Ladies and
Gentlemen,

 This letter is submitted on behalf of Allurion Technologies Holdings, Inc. (the “Company”) in response to the comments of the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s Draft Registration Statement on Form S-4 submitted on
February 14, 2023 (the “Draft Registration Statement”), as set forth in your letter dated March 13, 2023 addressed to Shantanu Gaur, Chief Executive Officer of the Company (the “Comment Letter”). The
Company is concurrently publicly filing a revised Registration Statement (the “Registration Statement”), which includes changes that reflect responses to the Staff’s comments. The Registration Statement also contains
certain additional updates and revisions.

 For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each
numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Draft Registration Statement,
and page references in the responses refer to the Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Draft Registration Statement.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we
are sending this letter and the Registration Statement (marked to show changes from the Draft Registration Statement) via email.

 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 36 of the Registration Statement
accordingly.

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 May 12, 2023

  Page
 2

 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.

 Response: The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on pages 38-39 of the Registration Statement accordingly.

 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.

 Response: The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on pages 27-28 of the Registration Statement accordingly.

 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).

Response: The Company respectfully acknowledges the Staff’s comment and advises that it has filed the referenced tax opinion as Exhibit 8.1 to the
Registration Statement, and also revised page 40 of the Registration Statement and the disclosure in the section titled “U.S. Federal Income Tax Considerations for Holders of Compute Health Class A Common Stock” accordingly in
connection with such filing.

 We expect to incur losses for the foreseeable future, and our ability to achieve and maintain profitability
depends on the commercial success, page 66

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 May 12, 2023

  Page
 3

5.
 Please revise the second paragraph by clarifying that your products have not been approved through the
regulatory process yet in the United States.

 Response: The Company respectfully acknowledges the Staff’s comment and has
revised the disclosure on page 89 of the Registration Statement accordingly.

 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.

 Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that recent pressures have not materially impacted the Company’s operations. However, in response to the Staff’s comment, the Company has revised the disclosure on page 91 of the
Registration Statement to describe how such pressures may impact the Company’s distributors, which may potentially indirectly impact the Company.

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.

 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.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 135 of the Registration Statement accordingly.

 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 137-138 of the Registration Statement
accordingly.

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 May 12, 2023

  Page
 4

 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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, other than as disclosed on pages 138-139 and under
the Background of the Business Combination section of the Registration Statement, neither Compute Health’s sponsor nor its affiliates have any pre-existing relationships with the Company or its affiliates
prior to the completion of the Business Combination.

 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.

 Response: The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on pages 145-146 of the Registration Statement accordingly. The parties further acknowledge that any transactions in efforts to increase the likelihood that the business combination will be consummated will
comply with Rule 14e-5. While none of the Sponsor, Compute Health’s directors, officers and/or their respective affiliates have any current intention to enter into such transactions, the Company will file
a Current Report on Form 8-K to disclose entry into any such transaction.

 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.

 Response: The Company respectfully acknowledges the Staff’s comment and has
revised the disclosure on page 179 of the Registration Statement to provide additional detail regarding Compute Health’s process of eliminating potential business combination targets and the factors Compute Health considered in the
determination to progress with certain potential targets.

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 May 12, 2023

  Page
 5

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.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 179 of the Registration Statement to provide additional information regarding Dr. Nehmé’s relationship with Mr. Gupta and to clarify that
Dr. Nehmé and Mr. Gupta do not have a personal relationship, nor do they have a financial or business relationship beyond the potential business combination between Compute Health and Allurion.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 180 of the Registration Statement
accordingly. As disclosed on page 180 of the Registration Statement, on January 14, 2022, the Company entered in a non-binding letter of intent that included an exclusive negotiation period. Following the
expiration of the exclusive negotiate period, the Company reengaged with 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 182-183 of the Registration Statement
accordingly.

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.

 Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that Mr. Ishrak introduced Medtronic to Allurion due to Medtronic being an existing investor in Compute Health and the anticipated synergistic collaboration between
Medtronic, as an investor in Compute Health, and Allurion, as the target company of Compute Health. In addition, the Company respectfully advises the Staff that it has revised the disclosure on page 180 of the Registration Statement in response to
the Staff’s comment in order to clarify that the introduction was made due to Medtronic’s status as an investor in Compute Health.

 Division of Corporation Finance

Office of Industrial Applications and Services

 United States
Securities and Exchange Commission

 May 12, 2023

  Page
 6

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.

 Response: The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 184 of the Registration Statement accordingly.

 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 “anti

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.

 FirstName LastNameShantanu Gaur
 Comapany NameAllurion Technologies Holdings, Inc.
 March 13, 2023 Page 3
 FirstName LastName
Shantanu Gaur
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

 FirstName LastNameShantanu Gaur
 Comapany NameAllurion Technologies Holdings, Inc.
 March 13, 2023 Page 5
 FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 5
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.

 FirstName LastNameShantanu Gaur
 Comapany NameAllurion Technologies Holdings, Inc.
 March 13, 2023 Page 6
 FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 6
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

 FirstName LastNameShantanu Gaur
 Comapany NameAllurion Technologies Holdings, Inc.
 March 13, 2023 Page 7
 FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 7
developed by the company until 2030.  Please revise to disclose all significant terms