SecProbe.io

CORRESP
 1
 filename1.htm

 May 5, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

 Re: Auna S.A.
Registration Statement on Form F-3
File No. 333-286588

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Auna S.A. (the " Company ") hereby requests that the effective date of the Company's Registration
Statement on Form F-3 (File No. 333-286588) (the " Registration Statement ") be accelerated by the Securities and Exchange
Commission so that the Registration Statement will become effective at 4:00 p.m., Eastern Standard Time, on May 7, 2025, or as soon as
practicable thereafter. The Company hereby authorizes Maurice Blanco of Davis Polk & Wardwell LLP, counsel to the Company, to modify
or withdraw this request for acceleration orally.

 The Company requests that we be notified of such
effectiveness by a telephone call to Mr. Blanco at +1 212 450-4086 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Auna S.A.

 By:
 /s/ Gisele Remy

 Name:	Gisele Remy

 Title:	Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 2025

Jes s Zamora
President
Auna S.A.
6, rue Jean Monnet
L-2180 Luxembourg
Grand Duchy of Luxembourg

 Re: Auna S.A.
 Registration Statement on Form F-3
 Filed April 17, 2025
 File No. 333-286588
Dear Jes s Zamora:

 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: Maurice Blanco, Esq.
</TEXT>
</DOCUMENT>

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CORRESP

 March 19, 2024

VIA EDGAR

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

J.P. Morgan Securities LLC

 383 Madison Avenue

New York, NY 10179

 Banco BTG Pactual S.A. – Cayman Branch

 601 Lexington Avenue, 57th Floor

New York, NY 10022

 Santander US Capital Markets LLC

437 Madison Avenue

 New York, New York 10022

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Industrial Applications and Services

 100
F Street, N.E.

 Washington, D.C. 20549

Attn:
 Jessica Ansart

Katherine Bagley

Re:
 Auna S.A.

Draft Registration Statement on Form F-1

File No. 333-276435

Request for Acceleration of Effective Date

Dear Ms. Ansart and Ms. Bagley:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Banco BTG Pactual S.A. – Cayman Branch and Santander US Capital Markets LLC, as
representatives of the several underwriters, hereby join in the request of Auna S.A. (the “Company”) for acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-276435) (the “Registration Statement”) of the Company. We respectfully request that the Registration Statement become effective at 2:00 p.m. Eastern Standard Time on March 21,
2024, or as soon as practicable thereafter, or at such other time as the Company or its counsel, Davis Polk & Wardwell LLP, may orally request via telephone call to the staff of the Securities and Exchange Commission (the
“Commission”).

 Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to
advise you 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, the undersigned, as representatives of the several underwriters, have complied and will
comply, and we have been informed by the participating underwriters that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 Thank you for your assistance in this matter.

Very truly yours,

As representative of the several underwriters

Morgan Stanley & Co. LLC

By:

/s/ Oscar Yanez

Name:

Oscar Yanez

Title:

Vice President

 [Signature Page to Request for Acceleration]

Very truly yours,

As representative of the several underwriters

J.P. Morgan Securities LLC

By:

/s/ Moises Mainster

Name:

Moises Mainster

Title:

Managing Director

 [Signature Page to Request for Acceleration]

Very truly yours,

As representative of the several underwriters

Banco BTG Pactual S.A. – Cayman Branch

By:

/s/ Kevin Younai

Name:

Kevin Younai

Title:

Authorized Signatory

 [Signature Page to Request for Acceleration]

Very truly yours,

As representative of the several underwriters

Santander US Capital Markets LLC

By:

/s/ Conrad Rubin

Name:

Conrad Rubin

Title:

Managing Director

By:

/s/ Sonia Villela Olinto

Name:

Sonia Villela Olinto

Title:

Executive Director

 [Signature Page to Request for Acceleration]

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 March 19, 2024

VIA EDGAR

 Office of Financial Services

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Attn:
 Christie Wong

Michael Fay

 Jessica Ansart

Katherine Bagley

Re:
 Auna S.A.

Registration Statement on Form F-1, as amended

File No. 333-276435

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Auna S.A. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-276435) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement will become effective at 2:00 p.m., Eastern Standard Time, on
March 21, 2024, or as soon as practicable thereafter. The Company hereby authorizes Maurice Blanco of Davis Polk & Wardwell LLP, counsel to the Company, to modify or withdraw this request for acceleration orally. By separate letter,
the underwriters of the issuance of the securities being registered join in this request for acceleration.

 The Company requests that we
be notified of such effectiveness by a telephone call to Mr. Blanco at +1 212 450-4086 and that such effectiveness also be confirmed in writing.

 1

Very truly yours,

Auna S.A.

By:

/s/ Gisele Remy

Name:

Gisele Remy

Title:

Chief Financial Officer

CORRESP
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CORRESP

 Maurice Blanco

 maurice.blanco@davispolk.com

 Davis Polk & Wardwell LLP

450 Lexington Avenue
New York, NY 10017

 March 18, 2024

Re:  Auna S.A.

 Amendment No. 5
to Registration Statement on Form F-1

 Filed March 18, 2024

File No. 333-276435

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Industrial Applications and Services

 100
F Street, N.E.

 Washington, D.C. 20549

 Attn: Jessica Ansart

 Katherine Bagley

 Dear Ms. Ansart and
Ms. Bagley:

 On behalf of our client, Auna S.A. (the “Company”), we are responding to the comments from the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form F-1 (the “Registration
Statement”) contained in the Staff’s letter dated March 15, 2024 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is
publicly filing it as amendment no. 5 to the Registration Statement and together with this response letter. The revised Registration Statement also contains certain additional updates and revisions.

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

 Further, we respectfully note that, as discussed, the Company is hoping, subject to market conditions, to become effective on
or about March 21. We greatly appreciate the Staff’s assistance in light of this timing.

 U.S. Securities and Exchange

Commission

 2

March 18, 2024

 Amendment No. 3 to Registration Statement on Form F-1
filed March 14, 2024

 Financial Statements, page ii

1.
 We note your disclosure here that “[w]e are not a party to nor do we guarantee, nor are we otherwise
liable with respect to the debt under, the Sponsor Financing.” To provide prominent and material context to investors regarding the terms of the Sponsor Financing including its potential impact on the company, please revise your disclosure in
this section to clarify, as you do in your Risk Factors and Use Of Proceeds disclosures that:

•

 the documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment, will contain
various covenants and other obligations of the shareholders who are party thereto, including a requirement that such shareholders cause you to comply with certain of the covenants set forth in the Credit Agreement, while also expanding the scope of
some of those covenants, in certain cases, to impose restrictions on what such shareholders will permit you to do with certain of our immaterial subsidiaries;

•

 the documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment will contain
various events of default, including an event of default that will occur if there is an event of default under the Credit Agreement or the 2029 Notes Indenture, to which you are a party; and

•

 if your shareholders default on their obligations under the terms of the Sponsor Financing, including if they
fail to cause you to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and
ultimately, foreclosing on the pledged shares, which could result in the lenders under the Sponsor Financing to sell securities of your company or the market to perceive that they intend to do so, which may cause the market price of your class A
shares to decline significantly.

 In addition, to provide additional clarity regarding the implications of the
Sponsor Financing to the company, please provide additional detail clarifying how you are “not otherwise liable” for the debt under the Sponsor Financing, given that you are a restricted entity under the agreement and the points noted in
the bullets above. Please also revise your disclosure here to include a reference to your exhibit(s) related to the Sponsor Financing that directs investors to refer to these materials for a complete description of the terms, including the covenants
and events of default. Make conforming changes throughout your filing.

 Response: In response to the Staff’s comment, the Company has
revised the disclosure on pages ii, iii, 20, 48, 49, 60, 62, 66, 184 and 185 of the revised Registration Statement to provide additional disclosure on the terms of the Sponsor Financing as they do in the Risk Factors and Use Of Proceeds sections, to
provide additional clarity regarding the implications of the Sponsor Financing to the Company and to include a reference to its exhibits.

 Risk
Factors

 Our significant indebtedness could adversely affect our financial health . . ., page 47

2.
 We note your revised disclosure that you are using a significant portion of your proceeds to effect a
capital reduction in Heredia, which will ultimately result in the repayment of $350 million of the Sponsor Financing. Given your disclosure discussing the risks related to your significant indebtedness, please revise your risk
factor to disclose that you are using a significant portion of the proceeds of this offering to repay the Sponsor Financing, to which you are not a party. Make conforming changes to your filing, including your Prospectus Summary.

 U.S. Securities and Exchange

Commission

 3

March 18, 2024

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 3,
8, 48 and 49 of the revised Registration Statement, which includes the “Risk Factors” and “Prospectus Summary” sections, to disclose that it is using a significant portion of the proceeds of this offering to repay the Sponsor
Financing, to which the Company is not a party.

 Use of Proceeds, page 65

3.
 We note your revised disclosure that you will use a portion of your proceeds to repay
US$13.5 million of short-term indebtedness. Please provide the disclosure required by Item 3.C.4. of Form 20-F with respect to this indebtedness.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 66 of the revised Registration Statement to include
the disclosure required by Item 3.C.4. of Form 20-F.

 Capitalization , page 67

4.
 Please revise your disclosure to provide greater clarity regarding the changes in equity line items from
actual to as adjusted. Please have your disclosure of the amount of the change reconcile to other related disclosure in the filing, as appropriate.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 69 and 70 of the revised Registration Statement to
provide additional detail regarding the changes in equity line items from actual to as adjusted.

 Sponsor Financing, page 181

5.
 As it relates to the Sponsor Financing, please address the following in your filing and provide any
additional information as part of your response, if necessary:

•

 Describe the full accounting for the $350 million payment to Heredia and related
transactions, including specific amounts related to the accounting;

 Response: In response to the Staff’s comment, the
Company has revised the disclosure on pages 184 and 185 to disclose that the payment to Heredia Investments S.A.C. (“Heredia”), the non-controlling party in Auna Salud S.A.C. (“Auna
Salud”), of US$350.0 million will be recorded in the Company’s consolidated financial statements as an “acquisition of non-controlling interest” in accordance with paragraph B96 which
provides guidance on the accounting for “changes in the proportion held by non-controlling interests” under the International Financial Reporting Standards 10 (IFRS 10) “Consolidated Financial
Statements”.

 U.S. Securities and Exchange

Commission

 4

March 18, 2024

 In addition, as supplemental information for the Staff’s review, the Company advises the Staff of the
following:

 As a background of the accounting in October 2022, the initial recognition of the capital contribution from Heredia of S/1,352.6 million
in the Company’s consolidated financial statements was following the guidance of IFRS 10, paragraph 23 as follows:

•

 The equity participation of Heredia in Auna Salud of S/402.4 million was recorded in the “non-controlling interest” account. This equity participation corresponds to the 21.2% attributable to Heredia over the total net assets of Auna Salud after the capital contribution of
S/1,352.6 million.

•

 The 79.8% equity participation of the Company, as controlling party over the total net assets of Auna Salud,
resulted in S/950.2 million after the capital contribution by Heredia, which was recorded in the “merger and other reserves” account.

Subsequent to the initial recognition explained above, the “non-controlling interest” of
S/402.4 million was adjusted for:

•

 Auna Salud’s profit attributable to Heredia of S/73.7 million from October 2022 to December 2023; and

•

 A reduction of S/315.4 million due to the equity effect of the transfer of Auna Salud’s shares to the
Company (for additional information on the share transfer from Auna Salud to the Company on August 31, 2023, please see below).

The end balance following these adjustments of S/160.7 million is the amount that will be derecognized when Auna S.A. acquires Heredia’s non-controlling interest in Auna Salud.

 In this regard, as was mentioned in the first paragraph of this response to the
Staff’s comment #5, to account for the “acquisition of non-controlling interest” of Heredia for US$350.0 million (S/1,296.8 million) in accordance with paragraph B96 under IFRS 10, the
Company will derecognize the corresponding balances from equity accounts as of December 31, 2023 as follows:

•

 A decrease of S/160.7 million (US$43.4 million) to
“non-controlling interest”, and

•

 A decrease of S/1,136.1 million (US$306.6 million) to “merger and other reserves.”

 The payment to Heredia of US$350.0 million (equal to S/1,296.8 million based on an exchange rate of S/3.705 to US$1.00 as of
December 29, 2023) less the decrease to “non-controlling interest” in an amount of S/160.7 million results in the decrease of S/1,136.1 million to “merger and other reserves”
account.

•

 Describe the basis for your accounting, including identification of any significant assumptions or judgments
made as part of your application of IFRS and any pertinent IFRS accounting literature you relied upon;

 Response: In response
to the Staff’s comment, the Company has revised the disclosure on pages 184 and 185 to disclose that the Company will record its contribution of US$350.0 million of the proceeds from this offering to Auna Salud and subsequent capital
reduction by Auna Salud, which will result in Auna Salud becoming the Company’s wholly-owned subsidiary, as an acquisition of non-controlling interest in accordance with guidance on changes in proportion
held by non-controlling interests under IFRS 10.

 In addition, as supplemental information for the Staff’s
review, the Company sets forth below a summary of the accounting the Company will follow for the acquisition of the non-controlling interest in Auna Salud:

 U.S. Securities and Exchange

Commission

 5

March 18, 2024

 Standalone financial statements of the Company and Auna Salud:

•

 As a result of Auna Salud’s transfer of 100% of the shares of Grupo Salud Auna México, S.A. de C.V.
to the Company in August 2023, the Company’s standalone financial statements includes an account payable to Auna Salud. This account payable will be paid by the Company through its transfer of US$350.0 million of the proceeds from this
offering to Auna Salud.

•

 Accordingly, Auna Salud’s standalone financial statements includes a corresponding account receivable from
the Company. This account receivable will be settled upon the transfer of US$350.0 million of the proceeds from this offering by the Company to Auna Salud. Auna Salud will use the funds to execute the capital reduction resulting in the
cancellation of 100% of shares of Auna Salud held by Heredia and will be recorded as a corresponding decrease to capital in Auna Salud’s standalone financial statements.

Consolidated financial statements of the Company:

Following the intercompany eliminations described above, the Company’s consolidated financial statements will reflect these transactions as follows
(please also see the explanation in the previous response about the derecognition of the equity accounts attributable to Heredia):

Description

Debit (US$ million)

Credit (US$ million)

 Merger reserve

306.6

 Non-controlling interest

43.4

 Cash and cash equivalents

350.0

 The Company respectfully advises the Staff that it does not believe that the intercompany eliminations described above are
material to its investors and as such, the Company has not revised the disclosure in the Registration Statement to include information relating thereto.

Furthermore, the Company respectfully advises the Staff that due to the fact that the Company is currently the controlling shareholder of Auna Salud and will
be the sole owner of Auna Salud, the Company does not expect any significant assumptions or judgments to be made in connection with its accounting of the payment to Heredia.

•

 Clarify whether the $350 million payment to Heredia and related cancellation of shares is a
transaction at fair value;

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
pages 184 and 185 to disclose that the US$350.0 million payment to Heredia and related cancellation of shares are transactions at fair value. The Company respectfully advises the Staff that the capital contribution of S/1,352.6 million in
October 2022 approved by Auna Salud’s board of directors was at fair value. Likewise, the Company respectfully advises the Staff that the amount of US$350.0 million that will be approved by the board of directors of Auna Salud as a capital
reduction is also at fair value.

•

 Identify the full amount of the original Sponsor Financing and the use of any proceeds over the amount the
company originally received. In this regard, we note the company originally received S/1,352,610,000, which appears to approximate $343 million at the time, and they are now receiving back $350 million with
$118 million that will remain outstanding;

 U.S. Securities and Exchange

Commission

 6

March 18, 2024

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 184
and 185 to disclose the amounts reconciling the full principal amount of the Sponsor Financing to the remaining outstanding balance. The Company respectfully informs the Staff that the reconciliation of the full principal amount of the Sponsor
Financing to remaining outstanding balance is as follows:

 Description

Amount
(US$ million)

 Original principal amount

360.0

 Accrued interest

108.0

 Total balance of Sponsor Financing

468.0

 (-) Capital Reduction

(350.0
)

 Sponsor Financing remain outstanding

118.0

 The original principal amount of the Sponsor Financing was US$360.0 million. Heredia used US$18.0 million for fees,
taxes and expenses. The Company received from Heredia US$342.0 million as a capital contribution in Auna Salud. This capital contribution, combined with other financing resources, was used to acquire Grupo OCA in Monterrey, Mexico.

In addition to this US$360.0 million in principal, the outstanding amount of indebtedness under the Sponsor Financing includes interest accrued since
October 2022, amounting to US$108.0 million.

•

 Clarify the impact to Auna Salud S.A.C. from the August 31, 2023 share transfer and any
signi

United States securities and exchange commission logo
March 15, 2024
Gisele Remy
Chief Financial Officer
Auna S.A.
46 A, Avenue JF Kennedy
1855 Luxembourg
Grand Duchy of Luxembourg
Re:Auna S.A.
Amendment No. 3 to Registration Statement on Form F-1
Filed March 14, 2024
File No. 333-276435
Dear Gisele Remy:
            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 January 22, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-1
Financial Statements, page ii
1.We note your disclosure here that "[w]e are not a party to nor do we guarantee, nor are we
otherwise liable with respect to the debt under, the Sponsor Financing." To provide
prominent and material context to investors regarding the terms of the Sponsor Financing
including its potential impact on the company, please revise your disclosure in this section
to clarify, as you do in your Risk Factors and Use Of Proceeds disclosures that:

•the documents governing the Sponsor Financing, as amended by the Sponsor
Financing Amendment, will contain various covenants and other obligations of the
shareholders who are party thereto, including a requirement that such shareholders
cause you to comply with certain of the covenants set forth in the Credit Agreement,

 FirstName LastNameGisele Remy
 Comapany NameAuna S.A.
 March 15, 2024 Page 2
 FirstName LastName
Gisele Remy
Auna S.A.
March 15, 2024
Page 2
while also expanding the scope of some of those covenants, in certain cases, to
impose restrictions on what such shareholders will permit you to do with certain of
our immaterial subsidiaries;

•the documents governing the Sponsor Financing, as amended by the Sponsor
Financing Amendment will contain various events of default, including an event of
default that will occur if there is an event of default under the Credit Agreement or
the 2029 Notes Indenture, to which you are a party; and

•if your shareholders default on their obligations under the terms of the Sponsor
Financing, including if they fail to cause you to comply with the covenants set forth
in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to
certain remedies, including declaring all outstanding principal and interest to be due
and payable and ultimately, foreclosing on the pledged shares, which could result
in the lenders under the Sponsor Financing to sell securities of your company or the
market to perceive that they intend to do so, which may cause the market price of
your class A shares to decline significantly.

In addition, to provide additional clarity regarding the implications of the Sponsor
Financing to the company, please provide additional detail clarifying how you are "not
otherwise liable" for the debt under the Sponsor Financing, given that you are a restricted
entity under the agreement and the points noted in the bullets above. Please also revise
your disclosure here to include a reference to your exhibit(s) related to the Sponsor
Financing that directs investors to refer to these materials for a complete description of the
terms, including the covenants and events of default. Make conforming changes
throughout your filing.
Risk Factors
Our significant indebtedness could adversely affect our financial health . . ., page 47
2.We note your revised disclosure that you are using a significant portion of your proceeds
to effect a capital reduction in Heredia, which will ultimately result in the repayment of
$350 million of the Sponsor Financing. Given your disclosure discussing the risks related
to your significant indebtedness, please revise your risk factor to disclose that you are
using a significant portion of the proceeds of this offering to repay the Sponsor Financing,
to which you are not a party.  Make conforming changes to your filing, including your
Prospectus Summary.
Use of Proceeds, page 65
3.We note your revised disclosure that you will use a portion of your proceeds to
repay US$13.5 million of short-term indebtedness. Please provide the disclosure required
by Item 3.C.4. of Form 20-F with respect to this indebtedness.

 FirstName LastNameGisele Remy
 Comapany NameAuna S.A.
 March 15, 2024 Page 3
 FirstName LastName
Gisele Remy
Auna S.A.
March 15, 2024
Page 3
Capitalization , page 67
4.Please revise your disclosure to provide greater clarity regarding the changes in equity line
items from actual to as adjusted. Please have your disclosure of the amount of the change
reconcile to other related disclosure in the filing, as appropriate.
Sponsor Financing, page 181
5.As it relates to the Sponsor Financing, please address the following in your filing and
provide any additional information as part of your response, if necessary:

•Describe the full accounting for the $350 million payment to Heredia and related
transactions, including specific amounts related to the accounting;

•Describe the basis for your accounting, including identification of any significant
assumptions or judgments made as part of your application of IFRS and any pertinent
IFRS accounting literature you relied upon;

•Clarify whether the $350 million payment to Heredia and related cancellation of
shares is a transaction at fair value;

•Identify the full amount of the original Sponsor Financing and the use of any
proceeds over the amount the company originally received. In this regard, we note the
company originally received S/1,352,610,000, which appears to approximate $343
million at the time, and they are now receiving back $350 million with $118 million
that will remain outstanding;

•Clarify the impact to Auna Salud S.A.C. from the August 31, 2023 share transfer and
any significance to the transaction at hand from this transfer; and

•Clarify for us any consideration you have given to disclosing the Sponsor Financing
as an off-balance sheet arrangement.
Related Party Transactions, page 183
6.We note your disclosure on page 181 that "on the closing date of this offering, [you] will
contribute US$350.0 million of the proceeds from this offering to Auna Salud S.A.C.,
who will in turn use those funds to effect a capital reduction which will result in the
cancellation of 100% of shares of Auna Salud S.A.C. held by Heredia Investments and
thus, increase our ownership interest in Auna Salud S.A.C. from 79% to 100%." As it
relates to this contribution and capital reduction, please revise your disclosure here to
provide the information required by Item 7.B. of Form 20-F, as appropriate.

 FirstName LastNameGisele Remy
 Comapany NameAuna S.A.
 March 15, 2024 Page 4
 FirstName LastName
Gisele Remy
Auna S.A.
March 15, 2024
Page 4
            Please contact Christie Wong at 202-551-3684 or Michael Fay at 202-551-3812 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Ansart at 202-551-4511 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Maurice Blanco

CORRESP
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CORRESP

 Maurice Blanco

 maurice.blanco@davispolk.com

 Davis Polk & Wardwell LLP

450 Lexington Avenue
New York, NY 10017

 March 14, 2024

Re:
 Auna S.A.

 
 Amendment No. 3 to Registration Statement on Form F-1

 
 Filed March 14, 2024

 
 File No. 333-276435

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Industrial Applications and Services

 100
F Street, N.E.

 Washington, D.C. 20549

Attn:
 Jessica Ansart

 
 Katherine Bagley

Dear Ms. Ansart and Ms. Bagley:

 On behalf of our
client, Auna S.A. (the “Company”), we have submitted a revised Registration Statement on Form F-1 (the “Registration Statement”). The revised Registration Statement
includes pricing-related information and also contains certain additional updates and revisions.

 Further, we respectfully note that, as discussed, the
Company is hoping, subject to market conditions, to become effective on or about March 21. We greatly appreciate the Staff’s assistance in light of this timing.

* * *

 Please do not hesitate to
contact me at 212-450-4086 or maurice.blanco@davispolk.com if you have any questions regarding the foregoing or if we can provide any additional information.

Sincerely,

 /s/ Maurice Blanco

Maurice Blanco

cc:
 Gisele Remy, Chief Financial Officer

 
 Auna S.A.

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CORRESP

 Maurice Blanco

maurice.blanco@davispolk.com

 Davis Polk & Wardwell LLP

450 Lexington Avenue

 New York, NY 10017

 March 12, 2024

Re:
 Auna S.A.

Amendment No. 2 to Registration Statement on Form F-1

Filed February 22, 2024

File No. 333-276435

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Industrial Applications and Services

 100
F Street, N.E.

 Washington, D.C. 20549

Attn:
 Jessica Ansart

Katherine Bagley

 Dear Ms. Ansart and
Ms. Bagley:

 On behalf of our client, Auna S.A. (the “Company”), we are submitting as Exhibit A (changed pages to the above
referenced Registration Statement reflecting the inclusion of certain revised disclosures in the sections captioned “Presentation of Financial and Other Information,” “Risk Factors,” “Use of Proceeds” and
“Principal Shareholders”) to this letter on a supplemental basis in order to facilitate the review by the staff of the Division of Corporation Finance of the Securities and Exchange Commission. The enclosed pages are marked to indicate
changes from the Registration Statement filed on February 22, 2024.

 Please do not hesitate to contact me at 212-450-4086 or maurice.blanco@davispolk.com if you have any questions regarding the foregoing or if we can provide any additional information.

Sincerely,

 /s/ Maurice Blanco

Maurice Blanco

cc:
 Gisele Remy, Chief Financial Officer

Auna S.A.

 Exhibit A

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

On October 5, 2022, we acquired 100% of the outstanding share capital of Hospital y Clínica OCA, S.A. de C.V. (“OCA”)
DRJ Inmuebles, S.A. de C.V. (“DRJ”), Inmuebles JRD 2000, S.A. de C.V. (“Inmuebles JRD 2000”), and Tovleja HG, S.A. de C.V. (“Tovleja” and together with OCA, DRJ and Inmuebles JRD 2000, “Grupo OCA”), a leading
healthcare group in Monterrey, Mexico. The aggregate purchase price was US$677.0 million, subject to purchase price adjustments. We funded our purchase of Grupo OCA through the incurrence of indebtedness, as well as a capital contribution by certain
of our shareholders, which they financed through the incurrence of indebtedness (the “Sponsor Financing”) through a holding company they created named Heredia Investments and pledged substantially all of the shares they hold in us in
connection therewith. We are not a party to nor do we guarantee, nor are we otherwise liable with respect to the debt under, the Sponsor Financing. Our shareholders intend to repay all amountsUS$[•] million outstanding under the Sponsor Financing with a portion of the proceeds of this offering. Following the completion of this offering and the use of proceeds therefrom, US$[•] million aggregate principal amount of indebtedness will remain outstanding under the Sponsor Financing, which our shareholders intend to refinance in the near term.
The indebtedness under the Sponsor Financing has a final maturity of October 5, 2025. For additional information, see “Use of Proceeds” and “Principal Shareholders.”

 RISK FACTORS

Following the completion of the offering, Enfoca, our controlling shareholder, will own approximately [•]% of our class B shares and [•]% of our class A shares and certain of our officers and a
majority of our directors may be employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders.

As of December 31, 2023, Enfoca, our controlling shareholder held approximately 72.9% of our outstanding shares and voting power.
Following the completion of this offering, our controlling shareholder will own approximately 72.9% of our class B shares representing
[•]% of our combined voting power (without giving effect to any class A shares that may be acquired in this offering through our Directed Share Program or otherwise), and as such, will continue to be our controlling
shareholder following the completion of the offering. As a holder of class A shares, you will be entitled to one vote per class A share. As a result of its ownership of the majority of our voting power, Enfoca will have the ability to control the
outcome of, among other matters, the election of our board of directors and, through our board of directors, decision-making with respect to our business direction; policies, including the appointment and removal of our officers and the fixing of
directors’ compensation; major corporate transactions, such as mergers and acquisitions; changes to our articles of association; and our capital structure. Enfoca will retain this control over significant corporate matters for as long as it,
either by itself or together with Mr. Pinillos Casabonne, directly or indirectly holds in the aggregate at least % of the voting power of our issued and outstanding share capital (without giving effect to any class A shares that may be acquired
in this offering through our Directed Share Program or otherwise). See “Description of Our Share Capital.” As a result, Enfoca may use its significant influence over our business without regard to the interests of other shareholders,
including in ways that could have a negative impact on your investment in the class A shares.

 In addition, in connection with the Sponsor Financing, our shareholders created Heredia Investments, which received the
proceeds of the Sponsor Financing. The proceeds were used for a capital contribution to our subsidiary, Auna
Salud S.A.C., in October 2022 to fund, in part, our purchase of Grupo OCA. As part of the Sponsor Financing,
certain of our controlling shareholders pledged substantially all of the shares they hold in us for the benefit of the lenders under the Sponsor Financing. We are not a party to the Sponsor Financing. However, our shareholders are required under the
terms of the Sponsor Financing to repay the Sponsor Financing with proceeds they receive from an equity offering by us (through a dividend, loan or other payment from the proceeds of that offering, or through a secondary sale of shares in us by our
shareholders). To facilitate a portion of that repayment, on the closing date of this offering, we will contribute US$[•] million of the proceeds from this
offering to Auna Salud S.A.C., who will in turn use those funds to effect a capital reduction which will result in the cancellation of [•]% of shares in it held by
Heredia Investments. Heredia Investments will use the funds it receives from Auna Salud S.A.C. to repay US$[•] million outstanding under the Sponsor Financing and in connection therewith, the documents governing the Sponsor Financing will be amended (the “Sponsor
Financing Amendment”).

 1

Following the completion of this offering and the use of proceeds therefrom, US$[•] million aggregate principal amount of indebtedness will remain outstanding under the Sponsor Financing, which our shareholders intend to refinance in the near
term. The indebtedness under the Sponsor Financing has a final maturity of October 5, 2025. The documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment, will contain various
covenants, other obligations and events of default, including a requirement that such shareholders cause us to comply with certain of the covenants set forth in the Credit Agreement. For additional information on the covenants in the Credit
Agreement, see “Management’s Discussion and Analysis—Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” Moreover, the documents governing the
Sponsor Financing, as amended by the Sponsor Financing Amendment, will no longer require that our shareholders repay the Sponsor Financing with proceeds they receive from a primary equity offering by us. If our shareholders default on their
obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including
declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the
market to perceive that they intend to do so. See “—Substantial sales of class A shares after this offering could cause the price of our class A shares to decrease.” The exercise of any of these remedies could conflict with your
interests, which may impact your investment in the class A shares and may subject us to additional risks and uncertainties.

Furthermore, our Executive Chairman of the Board and President, Jesús Zamora León, and a majority of our directors, including
Jesús Zamora León, Jorge Basadre Brazzini, Leonardo Bacherer Fastoni, Andrew Soussloff and John Wilton, may be employed by or otherwise affiliated with Enfoca as directors on their board of directors. Although these directors and
officers attempt to perform their duties within each company independently, such employment relationships and affiliations could give rise to potential conflicts of interest when a director or officer is faced with a decision that could have
different implications for the two companies. These potential conflicts could arise, for example, over matters such as the desirability of changes to our business and operations, funding and capital matters, regulatory matters, matters arising with
respect to agreements with Enfoca, board composition, employee retention or recruiting, labor, tax, employee benefit, indemnification and our dividend policy and declarations of dividends, among other matters.

Substantial sales of class A shares after this offering could cause the price of our class A shares to decrease.

Our existing shareholders will hold a large number of our ordinary shares after this offering. We, our officers, directors and our existing
shareholders will enter into lock-up agreements with the underwriters pursuant to which they agree not to offer, sell, contract to sell or otherwise dispose of or hedge any class A shares or class B shares, without the prior written consent of
Morgan Stanley and J.P. Morgan, during the 180 days following the date of this prospectus, subject to certain exceptions. After this 180-day period expires, these securities, and any class A shares purchased pursuant to our Directed Share Program by
such individuals, will be eligible for sale.

Following
the completion of this offering and the use of proceeds therefrom, US$[•] million aggregate principal amount of indebtedness will remain outstanding under the Sponsor
Financing, which our shareholders intend to refinance in the near term. The indebtedness under the Sponsor
Financing has a final maturity of October 5, 2025. The documents governing the Sponsor
Financing, as amended by the Sponsor Financing Amendment, will contain various covenants, other obligations
and events of default, including a requirement that such shareholders cause us to comply with certain of the covenants set forth in the Credit Agreement. For additional information on the covenants in the Credit Agreement, see
“Management’s Discussion and Analysis—Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they
fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and
ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the market to perceive that they intend to do so, which may cause the market
price of our class A shares to decline significantly.

 2

 In addition, pursuant to the Registration Rights Agreement (as defined herein), at any time
beginning 180 days following the closing of this offering, subject to several exceptions, certain of our existing shareholders will have the right, subject to certain conditions, to require us to register the sale of their ordinary shares under the
Securities Act. See “Related Party Transactions—Registration Rights Agreement.” Following completion of this offering, the shares covered by demand registration rights would represent approximately% of our outstanding ordinary shares
assuming no exercise of the underwriters’ option to purchase additional class A shares. By exercising their demand registration rights and selling a large number of shares, such existing shareholders could cause the prevailing market price of
our class A shares to decline.

 As restrictions on resale end, or if existing shareholders exercise their registration rights, the market
price of our class A shares could decline significantly if we or our existing shareholders sell securities of our company or the market perceives that we or our existing shareholders intend to do so.

USE OF PROCEEDS

 We
estimate that the net proceeds to us from this offering will be approximately US$[•] million, or
US$[•] million if the underwriters exercise their option to purchase additional class A shares in full. These amounts assume an initial public offering price of US$[•] per class A share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting the estimated underwriting discounts and commissions and offering expenses payable by us.

 We will use the net proceeds from this offering
to fund the repayment in full by our shareholders of their Sponsor Financing (approximatelycontribute US$[•] million) as part of our acquisition of the 21.2% interest in to Auna Salud S.A.C., who will in turn use those funds to effect a capital reduction which will result in the cancellation of [•]% of shares in it held by Heredia Investments, as further described below, and the remainder to repay US$[•] million of indebtedness under our Term Loans (as defined herein and further described below) and for other general corporate purposes.

We are not a party to the Sponsor Financing. However, our shareholders are required under the terms of the Sponsor Financing to repay the
Sponsor Financing with proceeds they receive from an equity offering by us (through a dividend or, loan or other payment from the proceeds of that offering, or through a
secondary sale of shares in us by our shareholders). To facilitate a portion of that repayment, on the closing date of this offering, we will usecontribute US$[•] million of the proceeds from this offering to loan funds (the “Heredia Loan”) to Heredia InvestmentsAuna Salud S.A.C., who will in turn use those funds to repay all amounts
outstanding under the Sponsor Financing and as a result
thereof, the documents governing the Sponsor
Financing will be terminated. Immediately after the Sponsor Financing is repaid in full and the documents governing the Sponsor Financing are
terminated, we will acquireeffect a capital reduction which will result in the cancellation of [•]% of its shares held by Heredia Investments by way of a merger of Heredia Investments into Auna Salud
S.A.C. As a consequence of the merger, we will own 100% of Auna Salud S.A.C. and assume the indebtedness under the Heredia Loan (which
indebtedness will be eliminated upon consolidation). Other than its 21.2%and thus, increase
our interest in Auna Salud S.A.C. and its obligations under the Heredia Loan,from [•]% to [•]%. Heredia Investments will
not have any other material assets or liabilities at the time of the merger.use the funds it receives
from Auna Salud
S.A.C. to repay US$[•]
million outstanding under the Sponsor Financing and in connection therewith, the documents governing the Sponsor Financing will be amended.

 3

 The Te

CORRESP
1
filename1.htm

CORRESP

 Maurice Blanco

maurice.blanco@davispolk.com

 Davis Polk & Wardwell LLP

450 Lexington Avenue

 New York, NY 10017

 February 22, 2024

Re:

 Auna S.A.

 Registration Statement on Form F-1

 Filed January 9, 2024

File No. 333-276435

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attn: Jessica Ansart

 Katherine
Bagley

 Dear Ms. Ansart and Ms. Bagley:

 On behalf
of our client, Auna S.A. (the “Company”), we have submitted a revised Registration Statement on Form F-1 (the “Registration Statement”). The revised Registration Statement
includes figures for the fiscal year ended December 31, 2023 and also contains certain additional updates and revisions, including, among others, (i) revisions to specify that up to 5% of the class A shares in the offering are reserved for
the related directed share program and (ii) inclusion of signed opinions regarding certain tax matters as exhibits to the revised Registration Statement. We respectfully note that we will file a final signed version of the opinion of Luxembourg
counsel as to the validity of the class A shares once we have a final number of class A shares.

 We respectfully note that the Company is hoping, subject
to market conditions, to commence its roadshow by March 4 and become effective on or about March 12. We greatly appreciate the Staff’s assistance in light of this timing.

* * *

 Please do not hesitate to contact me at 212-450-4086 or maurice.blanco@davispolk.com if you have any questions regarding the foregoing or if we can provide any additional information.

Sincerely,

 /s/ Maurice Blanco

 Maurice Blanco

cc:
 Gisele Remy, Chief Financial Officer

Auna S.A.

CORRESP
1
filename1.htm

CORRESP

 Maurice Blanco

 maurice.blanco@davispolk.com

 Davis Polk & Wardwell LLP

450 Lexington Avenue
New York, NY 10017

 January 25, 2024

Re:
 Auna S.A.

Registration Statement on Form F-1

Filed January 9, 2024

 File No. 333-276435

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

Attn:
 Jessica Ansart

Katherine Bagley

 Dear Ms. Ansart and
Ms. Bagley:

 On behalf of our client, Auna S.A. (the “Company”), we are responding to the comments from the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form F-1 (the “Registration
Statement”) contained in the Staff’s letter dated January 22, 2024 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is
publicly filing it as amendment no. 1 to the Registration Statement and together with this response letter. The revised Registration Statement also contains certain additional updates and revisions.

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

 In addition, the revised Registration Statement reflects responses to the comments conveyed orally by the Staff to us via
telephonic conversation on (x) January 17, 2024, including (i) revisions to the calculation of dilution to exclude all intangibles, (ii) inclusion of earnings per share calculated on a pro forma basis to give effect to the
Company’s reverse stock split expected to occur immediately prior to the offering and (iii) inclusion of an earnings per share note to the Company’s interim financial statements for the nine-month periods ended September 30, 2023
and 2022, and (y) on January 23, 2024, including inclusion of a footnote to the Company’s tabular presentation of healthcare service operational metrics to disclose the impact of COVID-19 during
2021 and a portion of the nine-month period ended September 30, 2022.

 U.S. Securities and Exchange

Commission

 2

January 25, 2024

 Finally, as discussed with the Staff via telephone, we respectfully note that the Company is hoping, subject
to market conditions, to commence its roadshow by January 31 and become effective on or about February 7. We greatly appreciate the Staff’s assistance in light of this timing.

Registration Statement on Form F-1 filed January 9, 2024

Summary

 The Auna Way, page 1

1.
 We note your response to comment 4 and your revised disclosure on page v, which generally describes the
basis for your belief that you provide “high-quality” care, services and patient outcomes, including “excellent” and “effective” patient outcomes. Please revise your filing to discuss specifically how you measure
“quality,” including with respect to care, services, and patient outcomes. As a related matter, where you note that you achieve “excellent” and “effective” patient outcomes, please clarify how you define each of these
terms, and how you measure outcomes. Please reference the specific metrics on which you rely, such as, for example, complication rates, mortality rates and patient satisfaction rates and discuss how your scores in these areas compare to your
peers.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 2, 3, 10, 11,
12, 13, 14, 15, 18, 21, 37, 40, 41, 42, 76, 77, 79, 135, 136, 137, 146, 151, 152, 153, 154, 155, 156, 159 and 162 of the revised Registration Statement to delete the references to “high-quality” care, services and patient outcomes,
including “excellent” and “effective” patient outcomes.

 Unaudited Preliminary Results for the Year Ended December 31,
2023, page 19

2.
 We note your disclosure that “[t]hese estimates should not be relied upon
as fact or as an accurate representation of future results.” Please revise the disclosure in this section to remove any implication that investors should not rely on the information presented. If you choose to
disclose preliminary results, you should be able to assert that the actual results are not expected to differ materially from that reflected in the preliminary results.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 19 and 20 of the revised Registration Statement to
remove any implication that investors should not rely on the information presented and to state that its actual financial results and financial position are not expected to differ materially from that reflected in the preliminary financial
information.

 Acquisition of Partial Minority Interest in IMAT Oncomédica, page 20

3.
 We note your revised disclosure here that in connection with your acquisition of 70% of the shares of IMAT
Oncomédica, you agreed to a put/call option relating to 18% of one of the sellers’ remaining interest in IMAT Oncomédica, along with certain earn-out obligations. Please revise your
disclosure here to discuss in greater detail the put/call option, including any material terms related to that option, and the earn-out obligations.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 21 of the revised Registration Statement to describe
in greater detail the put/call option, including the material terms related to that option, and the earn-out obligations.

 U.S. Securities and Exchange

Commission

 3

January 25, 2024

 The Offering, page 27

4.
 We note your disclosure here and throughout the prospectus discussing your directed share program. Please
revise your risk factors to discuss that the disclosure in your prospectus, including your beneficial ownership table on page 176, assumes that no class A shares are purchased pursuant to the directed share program and the risks related to this
program, including that your directors, officers, employees and other affiliates may participate in this program resulting in further concentration of beneficial ownership and control than is reflected in this prospectus. Additionally, where you
discuss the directed share program, please expand your disclosure to address the process that prospective participants will follow to participate in the program, the manner in which you will communicate with participants and determine the amount
each will receive, when and how you will determine the allocation for the program, and whether such allocation will change depending on the interest level of potential participants, as well as any other material features of the program.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 62 of the revised Registration
Statement under the heading “Following the completion of the offering, Enfoca, our controlling shareholder, will own approximately    % of our class B shares and    % of our class A shares and
certain of our officers and a majority of our directors may be employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders,” to clarify that the
amounts held by Enfoca and Mr. Pinillos Casabonne assume no acquisition of class A shares pursuant to the Directed Share Program.

 The Company
respectfully advises the Staff that while the Company expects to allocate up to 5% of the class A shares sold in the offering to the Directed Share Program, the Company does not expect that participation by its directors and officers to meaningfully
concentrate beneficial ownership in the hands of such directors and officers given the significant ownership of Enfoca and Mr. Pinillos Casabonne and the dual-class structure of the Company’s shares.

In addition, the Company has revised the disclosure on page 63 of the revised Registration Statement under the headings “You may not be able to sell
class A shares you own at the time or the price you desire because an active or liquid market for these securities may not develop” and “Substantial sales of class A shares after this offering could cause the price of our class A shares to
decrease” to disclose the potential impacts of the Directed Share Program on the price and liquidity of the class A shares.

 The Company respectfully
advises the Staff that the mechanics of the Directed Share Program will follow standard market practice and that the disclosure on pages 27, 191 and 219 of the revised Registration Statement has been revised to provide that the Directed Share
Program will be administered by an affiliate of Morgan Stanley (the “DSP Administrator”) and to describe material features of the Directed Share Program, including the process related thereto.

To date, the Company has not provided any materials to potential investors in the Directed Share Program. After filing of the preliminary prospectus with the
Commission and launch of the initial public offering, the Company intends to send an e-mail communication regarding the Directed Share Program to certain directors, executive officers, consultants, employees
and other individuals associated with the Company. The communication will provide basic information about the Directed Share Program, including a clear statement that there is no obligation to participate in the Directed Share Program and buy class
A shares. The Company will provide a list of these potential

 U.S. Securities and Exchange

Commission

 4

January 25, 2024

participants to the DSP Administrator. The DSP Administrator will then contact these potential participants by e-mail with instructions on how to access a
secure website operated by the DSP Administrator, which will outline the procedures for participating in the Directed Share Program. Participants may only participate through an account custodied with the DSP Administrator (either an existing or new
account).

 After a subscription period, during which potential participants indicate how many class A shares they would like to purchase, the Company will
allocate class A shares among participants. The allocation will be at the Company’s sole discretion and will remain within the size reserved for the Directed Share Program as disclosed in the preliminary prospectus. On the evening of pricing,
each participant will be prompted to return to the secure website operated by the DSP Administrator to confirm the class A shares allocated to them at the initial public offering price; it is up to each participant whether to purchase any, all or
any portion of the class A shares allocated to them. Once allocations are confirmed, participants must deliver payment to the DSP Administrator for the applicable number of class A shares.

Communications from the Company and the DSP Administrator regarding the Directed Share Program will comply with Rule 134 of the U.S. Securities Act of 1933,
including the appropriate legends.

 Use of Proceeds, page 65

5.
 We note your revised disclosure that “our shareholders are required under the terms of the Sponsor
Financing to repay the Sponsor Financing with proceeds they receive from an equity offering by us,” and that, “[t]o facilitate that repayment, we will acquire Heredia Investments by way of a merger of Heredia Investments into Auna Salud.
As a consequence of the merger, Auna Salud will assume the Sponsor Financing and, in turn, Auna will use the proceeds from this offering to repay all amounts outstanding under the Sponsor Financing.” Please revise your disclosure related to
this merger and the repayment of the Sponsor Financing to address the following:

•

 Based on your disclosure that, pursuant to the terms of the Sponsor Financing, you are obligated to provide
proceeds from an equity offering to the relevant shareholders to repay the financing, and your disclosure that in connection with the merger with Heredia, you will assume the Sponsor Financing, please revise your disclosure here to provide the
information required by Item 3.C.4. of Form 20-F with respect to this indebtedness. Please also file the documents governing the Sponsor Financing as exhibits to your registration statement or tell us why you
believe you are not required to do so. See Item 601(b)(10) of Regulation S-K.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 68 of the revised Registration Statement to specify
that the Company is not a party to the Sponsor Financing and its shareholders are required under the terms of the Sponsor Financing to repay the Sponsor Financing with proceeds they receive from an equity offering by the Company (through a dividend
or loan from the proceeds of that offering, or through a secondary sale of shares in the Company by its shareholders). Moreover, the Company has revised the disclosure on page 68 of the revised Registration Statement to specify that on the closing
date of the offering, the Company will use the proceeds from the offering to loan funds to Heredia Investments, who will in turn use those funds to repay all amounts outstanding under the Sponsor Financing and as a result thereof, the

 U.S. Securities and Exchange

Commission

 5

January 25, 2024

documents governing the Sponsor Financing will be terminated. The Company respectfully advises the Staff that it has concluded that it is not required to file the documents governing the Sponsor
Financing as exhibits to its Registration Statement pursuant to Item 601(b)(10) of Regulation S-K as the Company is not, and will not become, a party to such agreements.

•

 Please advise whether you have entered into, or plan to enter into, any agreement(s) with respect to your
merger with Heredia Investments. If so, please revise your disclosure in the Related Party Transactions section or in another appropriate section of your prospectus to discuss the material terms of any relevant agreement(s). Please also file any
agreements as exhibits to your registration statement. See Item 601(b)(10) of Regulation S-K.

Response: The Company respectfully advises the Staff that it has revised the disclosure on page 68 of the revised Registration Statement to specify
that immediately after the Sponsor Financing is repaid in full and the documents governing the Sponsor Financing are terminated, the Company will acquire Heredia Investments by way of a merger of Heredia Investments into Auna Salud S.A.C. pursuant
to a merger agreement (the “Heredia Merger Agreement”). In connection therewith, the Company has revised the disclosure on page 191 of the revised Registration Statement to discuss the material terms of the Heredia Merger Agreement and has
filed a form of the Heredia Merger Agreement as Exhibit 10.33 to the revised Registration Statement.

•

 We note that as a result of the merger, you will assume the Sponsor Financing. Given that you are anticipated
to assume this liability, please revise your disclosure on page 184 to disclose all material terms of the agreement including the outstanding principal, the interest rate, any restrictive covenants, other obligations and events of default. Please
also revise your risk factors accordingly.

 Response: The Company respectfully advises the Staff that it has revised the
disclosure on page 68 of the revised Registration Statement to specify that on the closing date of the offering, the Company will use the proceeds from the offering to loan funds to Heredia Investments pursuant to a loan agreement (the “Heredia
Loan Agreement”). Heredia Investments will in turn use those funds to repay all amounts outstanding under the Sponsor Financing and as a result thereof, the documents governing the Spo

United States securities and exchange commission logo
January 22, 2024
Gisele Remy
Chief Financial Officer
Auna S.A.
46 A, Avenue JF Kennedy
1855 Luxembourg
Grand Duchy of Luxembourg
Re:Auna S.A.
Registration Statement on Form F-1
Filed January 9, 2024
File No. 333-276435
Dear Gisele Remy:
            We have reviewed your 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 December 29, 2023 letter.
Registration Statement on Form F-1 filed January 9, 2024
Summary
The Auna Way, page 1
1.We note your response to comment 4 and your revised disclosure on page v, which
generally describes the basis for your belief that you provide "high-quality" care, services
and patient outcomes, including "excellent" and "effective" patient outcomes. Please
revise your filing to discuss specifically how you measure "quality," including with
respect to care, services, and patient outcomes. As a related matter, where you note that
you achieve "excellent" and "effective" patient outcomes, please clarify how you define
each of these terms, and how you measure outcomes. Please reference the specific metrics
on which you rely, such as, for example, complication rates, mortality rates and patient
satisfaction rates and discuss how your scores in these areas compare to your peers.

 FirstName LastNameGisele Remy
 Comapany NameAuna S.A.
 January 22, 2024 Page 2
 FirstName LastNameGisele Remy
Auna S.A.
January 22, 2024
Page 2
Unaudited Preliminary Results for the Year Ended December 31, 2023, page 19
2.We note your disclosure that "[t]hese estimates should not be relied upon as fact or as an
accurate representation of future results." Please revise the disclosure in this section to
remove any implication that investors should not rely on the information presented. If you
choose to disclose preliminary results, you should be able to assert that the actual results
are not expected to differ materially from that reflected in the preliminary results.
Acquisition of Partial Minority Interest in IMAT Oncomédica, page 20
3.We note your revised disclosure here that in connection with your acquisition of 70% of
the shares of IMAT Oncomédica, you agreed to a put/call option relating to 18% of one of
the sellers’ remaining interest in IMAT Oncomédica, along with certain earn-out
obligations. Please revise your disclosure here to discuss in greater detail the put/call
option, including any material terms related to that option, and the earn-out obligations.
The Offering, page 27
4.We note your disclosure here and throughout the prospectus discussing your directed
share program. Please revise your risk factors to discuss that the disclosure in your
prospectus, including your beneficial ownership table on page 176, assumes that no class
A shares are purchased pursuant to the directed share program and the risks related to this
program, including that your directors, officers, employees and other affiliates may
participate in this program resulting in further concentration of beneficial ownership and
control than is reflected in this prospectus. Additionally, where you discuss the directed
share program, please expand your disclosure to address the process that prospective
participants will follow to participate in the program, the manner in which you will
communicate with participants and determine the amount each will receive, when and
how you will determine the allocation for the program, and whether such allocation will
change depending on the interest level of potential participants, as well as any other
material features of the program.
Use of Proceeds, page 63
5.We note your revised disclosure that "our shareholders are required under the terms of the
Sponsor Financing to repay the Sponsor Financing with proceeds they receive from an
equity offering by us," and that, "[t]o facilitate that repayment, we will acquire Heredia
Investments by way of a merger of Heredia Investments into Auna Salud. As a
consequence of the merger, Auna Salud will assume the Sponsor Financing and, in turn,
Auna will use the proceeds from this offering to repay all amounts outstanding under the
Sponsor Financing." Please revise your disclosure related to this merger and  the
repayment of the Sponsor Financing to address the following:

•Based on your disclosure that, pursuant to the terms of the Sponsor Financing, you
are obligated to provide proceeds from an equity offering to the relevant shareholders

 FirstName LastNameGisele Remy
 Comapany NameAuna S.A.
 January 22, 2024 Page 3
 FirstName LastNameGisele Remy
Auna S.A.
January 22, 2024
Page 3
to repay the financing, and your disclosure that in connection with the merger with
Heredia, you will assume the Sponsor Financing, please revise your disclosure here
to provide the information required by Item 3.C.4. of Form 20-F with respect to this
indebtedness. Please also file the documents governing the Sponsor Financing as
exhibits to your registration statement or tell us why you believe you are not required
to do so. See Item 601(b)(10) of Regulation S-K.

•Please advise whether you have entered into, or plan to enter into, any agreement(s)
with respect to your merger with Heredia Investments. If so, please revise your
disclosure in the Related Party Transactions section or in another appropriate section
of your prospectus to discuss the material terms of any relevant agreement(s). Please
also file any agreements as exhibits to your registration statement. See Item
601(b)(10) of Regulation S-K.

•We note that as a result of the merger, you will assume the Sponsor Financing. Given
that you are anticipated to assume this liability, please revise your disclosure on page
184 to disclose all material terms of the agreement including the outstanding
principal, the interest rate, any restrictive covenants, other obligations and events of
default. Please also revise your risk factors accordingly.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations and Commitments
Senior Secured Notes Due 2029, page 90
6.We note your revised disclosure in response to comment 11. Please revise to describe the
terms of your 2029 Notes and other debt instruments, including financial covenants,
ratios, and any significant restrictions on your ability to make investments or raise
additional capital. For example, provide an expanded description here and in your risk
factor on page 48 of the various restrictions imposed by the indenture governing your
2029 Notes, including restrictions on your ability to make investments and enter
transactions with affiliates and make strategic acquisitions or exploit business
opportunities. Ensure to provide quantified disclosure of the financial covenants and
ratios.
Underwriting
Other Relationships, page 219
7.We note your disclosure here that certain of the underwriters and/or their respective
affiliates are lenders and/or agents under the Credit Agreement and the Sponsor
Financing. We also note your revised disclosure in the Use of Proceeds on page 65 that
proceeds from this offering will be used to repay the Sponsor Financing and the term
loans. Please revise your disclosure to clarify which underwriters and/or their affiliates
will receive a portion of the net proceeds. Additionally, please tell us whether you are
required to have a qualified independent underwriter in accordance with FINRA Rule

 FirstName LastNameGisele Remy
 Comapany NameAuna S.A.
 January 22, 2024 Page 4
 FirstName LastNameGisele Remy
Auna S.A.
January 22, 2024
Page 4
5121.
Condensed Consolidated Interim Financial Statements
4. Trade Accounts Receivable, page F-13
8.We have reviewed your response to prior comment 15 and note that 220,411,000 soles is
pending collection mainly due to the process with the third-party insurance and
institutional providers and that you also have not identified any impairment indicators. We
further note the detailed process which can cause a lengthening of the time it takes to
collect accounts receivable and that your accounts receivable for payments from the third-
party insurance and institutional providers are typically collected on an average of 41 days
in Mexico, 114 days in Peru and 149 days in Colombia. We note, however, that certain of
your June 30, 2023 accounts receivable are at least 283 days past due, 373 days past due,
and 552 days past due, as of January 8, 2024, significantly greater than your average
collection periods. We also note your 2023 loss for impairment of trade receivables of
3,383,000 soles is not significant relative to 2023 total revenue and trade accounts
receivable as of September 30, 2023. Please clarify for us with greater specificity the
recent procedures you have undertaken to evaluate the collectability of accounts
receivable that were past due by more than 283 days and how you determined that there
are no impairment indicators. In addition, please clarify for us the extent to which you
consider the length of time an account has been past due to be an indicator of impairment
and describe to us your recent history for collecting accounts that are significantly past
due.
Exhibits
9.We note that you have removed the placeholder from your exhibit index for the "Opinion
of Davis Polk & Wardwell LLP, U.S. counsel to Auna S.A., regarding certain U.S. tax
matters." However, you disclose on page 207 that "[t]he following section is the opinion
of Davis Polk & Wardwell LLP of the material U.S. federal income tax consequences to
U.S. Holders." Please file the short- or long-form opinion of Davis Polk & Wardwell LLP
as an exhibit to your registration statement. See Section III.B. of Staff Legal Bulletin 19,
available on our public website.
10.We note the assumptions in paragraph 3 of exhibit 5.1, including: "that the issuance of the
Shares will be made out of the authorized share capital pursuant to resolutions to be taken
by the board of directors of the Company on or about the date of issuance of the shares
(the Share Capital Increase) conditional to the Shares being fully paid-up." The staff
considers it inappropriate for counsel to include in its opinion assumptions that are overly
broad, that "assume away" the relevant issue, or that assume any of the material facts
underlying the opinion or any readily ascertainable facts. In this regard, please have
counsel revise or remove the statement noted above so that the opinion does not "assume
away" any of the material facts underlying the opinion or any readily ascertainable facts.
See Section II.B.3.a. of Staff Legal Bulletin 19.

 FirstName LastNameGisele Remy
 Comapany NameAuna S.A.
 January 22, 2024 Page 5
 FirstName LastName
Gisele Remy
Auna S.A.
January 22, 2024
Page 5
            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 Christie Wong at 202-551-3684 or Michael Fay at 202-551-3812 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Ansart at 202-551-4511 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Maurice Blanco

CORRESP
1
filename1.htm

CORRESP

Maurice Blanco

Davis Polk & Wardwell LLP

450 Lexington Avenue

maurice.blanco@davispolk.com

New York, NY 10017

 January 8, 2024

Re:

 Auna S.A.

 Amendment No. 1 to Draft
Registration Statement on Form F-1

 Submitted December 8, 2023

CIK No. 0001799207

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attn:  Jessica Ansart

Katherine Bagley

 Dear Ms. Ansart and
Ms. Bagley:

 On behalf of our client, Auna S.A. (the “Company”), we are responding to the comments from the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Draft Registration Statement on Form F-1 (the “Registration
Statement”) contained in the Staff’s letter dated December 29, 2023 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Draft Registration Statement and
is publicly filing it as a Registration Statement together with this response letter. The Registration Statement also contains certain additional updates and revisions.

As noted in the Registration Statement, the Company intends to effect a reverse stock split ahead of the initial public offering. That stock split has not yet
been approved by the Company’s Board of Directors, but will be approved ahead of the offering. The Company will reflect that change in its financial statements retrospectively in a future filing of the Registration Statement.

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

 In addition, we note that we have filed forms of the opinions of Luxembourg counsel as to the validity of the
class A shares and regarding certain Luxembourg tax matters. We will file final signed versions of the opinions once we have the final number of class A shares.

 U.S. Securities and Exchange

Commission

 2

January 8, 2024

 Finally, as discussed with the Staff via telephone, we respectfully note that the Company is hoping to
commence its roadshow on or about between January 25 and January 29. We greatly appreciate the Staff’s assistance in light of this timing.

Amendment No. 1 to Draft Registration Statement on Form F-1

Cover page

1.
 We note your response to comment 2 that the company intends to amend its existing articles of
association in connection with the initial public offering, and in connection therewith, it expects class A shares to be low-vote shares and class B shares to be high- vote shares. We also note your revised
disclosure that class A and class B shareholders will vote together as a single class. Please revise the disclosure on your cover page to disclose, as you do elsewhere, that given the voting control of the class B shares, investors in this offering
will have little to no influence on corporate matters for the foreseeable future, including, for example, decision making with respect to your business direction, the election and removal of directors and fixing of directors’
compensation and amendments to your articles of association.

 Response: In response to the Staff’s comment, the Company
has revised the disclosure on the cover page to reflect the fact that the class A shareholders will have little to no influence on corporate matters for the foreseeable future, as well as the matters that they will not be able to control. The
disclosure that has been added is consistent with the disclosure that was added on former pages 20, 50, 51, 164, 165 and 167 of the Draft Registration Statement in response to prior comment 2.

Summary

 The Auna Way, page 1

2.
 We note your response to comment 5 and we reissue the comment. The disclosure in the summary should be a
balanced presentation of your business. Please balance the description of “The Auna Way,” your competitive strengths and key strategies with equally prominent disclosure of the challenges you face and the risks and limitations that could
harm your business or inhibit your strategic plans. For example, but without limitation, revise your disclosure to also discuss challenges related to integrating businesses you have recently acquired or will acquire, such as increased costs,
building and maintaining your brand’s reputation and your substantial indebtedness.

 Response: In response to the
Staff’s comment, the Company has further revised the disclosure throughout the summary, competitive strengths, strategies and other sections (including on pages 1 to 4, 8, 11 to 18, 21, 74, 75, 130, 131, 133 and 148 to 154) to reflect several
of the challenges, limitations and risks that the Company faces, including cross-references to the “Risk Factors” section where appropriate. The Company has also included two new full paragraphs in the summary on pages 2 and 21 to further
describe the challenges, limitations and risks the Company faces, including a long paragraph at the end of the very first section of the Summary (the “Auna Way” section) on page 2 to address the Staff’s comment. In addition to the
changes that were made on former pages 1 to 15, 62, 63 and 114 to 134 in the prior Draft Registration Statement, these changes were made to highlight the challenges related to integrating businesses the Company has recently acquired, including
increased costs, building and maintaining the reputation of the Company’s brands and the Company’s substantial indebtedness, as well as many other risks and challenges.

 U.S. Securities and Exchange

Commission

 3

January 8, 2024

3.
 We note your response to comment 7 and we reissue the comment in part. Please address the following issues
related to the description of your business throughout your prospectus summary:

•

 You state here and throughout the registration statement that you provide “affordable
healthcare plans” and that your plans in Peru are “moderately priced and innovative plans.” We also note your revised disclosure that monthly costs of your mono-risk oncology plans start
“as low as S/33.0 per month, which is generally within reach of the vast majority of Peruvians based on average income.” Please revise your disclosure to clarify the basis of your statement that the price of
your plans is “generally within reach of the vast majority of Peruvians.” Please also revise to include a detailed discussion of the pricing of your plans and to explain why they are considered innovative and
unique.

•

 We note your disclosure on page 3 that you offer a vertically integrated portfolio of “mono-risk”
plans and selected general healthcare plans. Please revise to explain the principal differences between a mono-risk plan and a general healthcare plan, including whether the plans target different pools of customers and to discuss the principal
reasons why customers choose one or both plans. Additionally, we note that a significant focus of your business is on prevention. Please clarify whether customers who enroll in a mono-risk plan such as an oncology plan are individuals with a family
or personal history of cancer and whether an individual with a cancer diagnosis may enroll in an oncology plan. Please also discuss what types of care are covered by mono-risk plans, including whether there is a focus on prevention versus
treatment.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 3 and 132 to
disclose that the basis for the statement that the Company’s plans are “generally within reach of a significant portion of Peruvians” is the average monthly income and minimum wage in Peru which were S/2,723 and S/1,025, respectively,
as of September 30, 2023. Moreover, the Company has revised the disclosure itself to say that the plans are within the reach of “many Peruvians” instead of “a significant portion.” In addition, the Company has revised the
disclosure on pages 3, 10, 132 and 147 to disclose how the pricing and structure of such plans are unique, including its ability to offer standardized care across its network through an integrated solution that covers all aspects of patient care
(from preventative care to treatment) in contrast to the fragmented services that are offered by its competitors. Further, and in addition to the disclosure that was added on former pages 2 and 115 in response to comment 7, the Company has revised
the disclosure on pages 3 and 132 to explain the differences between the mono-risk plan and the general healthcare plans, including the different target customers for each plan, the reasons that customers may choose such plans, whether someone with
a pre-existing condition can enroll in the plans, and what types of care are covered by mono-risk plans, including their focus on preventative care.

4.
 We note your revised disclosure in response to comment 8 and throughout your filing, including references to
“high-quality” care, services, and “patient outcomes.” Please revise your filing to discuss how you measure “quality,” including with respect to care, services, and patient outcomes. As a related matter, where you note
that you achieve “excellent” and “effective” patient outcomes, please clarify how you define these terms.

Response: In response to the Staff’s comment, the Company has included new disclosure on page v to disclose how the Company uses certain quality
and safety indicators to measure “quality” and its “excellent” and “effective” patient outcomes and how the Company compares its performance to

 U.S. Securities and Exchange

Commission

 4

January 8, 2024

applicable international benchmarks. Specifically, the Company discloses that it looks to a variety of quality and patient safety indicators that are commonly used in the healthcare services
industry, including safety and hygiene metrics and net promoter score. In addition, the Company discloses that it compares itself to certain international definitions of these indicators, including definitions referenced by the Centers for Disease
Control of the United States, the World Health Organization and the Joint Commission of the United States and regularly exceeds international benchmarks. Furthermore, the Company revised many of the disclosures in the registration statement where it
mentioned its “high-quality” care and services and the “excellent” and “effective” patient outcomes to make clear that those statements reflect the Company’s beliefs.

Furthermore, the Company respectfully advises the Staff that we reviewed public filings of certain U.S. healthcare companies that use “high-quality”
and also descriptive terms describing “outcomes” and other similar terms in their filings to describe their services, and we were unable to find any related definitions used by those companies in their applicable filings. As a result, the
Company is unaware of any international industry standards to define those terms and therefore must rely on the metrics noted above to support its belief that it provides high-quality care and services which lead to excellent or effective patient
outcomes.

 Our History, page 3

5.
 We note your response to comment 9 and your revised disclosure on page 6 discussing your indebtedness.
Please revise to briefly highlight the risks to your business and operations related to your significant indebtedness, and include a cross-reference to your risk factor on page 40 discussing risks related to your indebtedness.

 Response: In response to the Staff’s comment, the Company has revised the disclosure that was added on page 8 in response
to prior comment 9 to explain the risks to the Company’s business and operations related to its significant indebtedness, as well as a cross-reference to the risk factor on page 49 discussing risks related to its indebtedness.

Our Future, page 12

6.
 We note your response to comment 11, including your revised disclosure on pages 3 and 116 and we reissue the
comment. Please revise your disclosure here and in your Business section to address specific challenges you may face growing this small platform focused on providing dental and vision plans to a larger platform providing both general healthcare and
specialized plans in Mexico.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
pages 15 and 151 to identify the specific challenges the Company faces on growing the Dentegra platform, including challenges related to upgrading IT systems to make them compatible with the Company’s oncology business, developing capabilities
that facilitate direct-to-consumer sales in Mexico and implementing certain controls related to insurance claims. In addition, the Company has revised the disclosure on
pages 40 and 41 to disclose in the risk factor titled “We may not be able to successfully integrate our acquired operations or obtain the expected benefits from such acquisitions” the specific risks associated with growing the
Dentegra platform.

 U.S. Securities and Exchange

Commission

 5

January 8, 2024

 Increase, improve and enhance access to our healthcare services, page 12

7.
 We note your revised disclosure in response to comment 27, including that your calculations of addressable
market are based upon an estimated percentage of three groups of individuals. Please revise your disclosure to discuss the data and estimates underlying your calculation of a total addressable market for your oncology plans in Mexico,
including relevant percentage estimates, and how you used these estimates to determine the number of potential memberships in your total addressable market. As a related matter, we note your reference on page 1 to “immense
market potential.” Please provide support for this statement.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 15, 151 and 152 to specify that it engaged a third-party consultant, Aditum Consulting Group S.A.S de C.V. (“Aditum”), to conduct an analysis of the market opportunity for its
oncology plans in Mexico and that the data and estimates underlying the calculation of a total addressable market for their oncology plans in Mexico, including the relevant percentage estimates, and how these estimates were used to determine the
number of potential memberships in their total addressable market came from Aditum’s related report. The Company has also included a consent from Aditum in the filing. Further, the Company has revised the disclosure on pages 45 and 46 to
include a new risk factor titled “Our estimated total addressable market for our oncology plans in Mexico is subject to inherent challenges and uncertainties” detailing the risks associated with the calculation of the total
addressable market. Finally, the Company has revised the disclosure on pages 1, 73 and 130 to delete the reference to “immense market potential.”

Risk Factors

 We are a holding company and
all of our operations are conducted through our subsidiaries, page 39

8.
 We note your response to comment 14, including your revised disclosure on pages 39-40 and we reissue the comment in part. Please briefly describe or provide a cross reference to the restrictions related to your existing indebtedness that limit or prohibit your subsidiaries from paying
dividends, making other distributions, and making loans to you. In addition, please clarify whether Dentegra’s financial statement have been approved by the CNSF, and if not, the impact on Dentegra’s ability to pay dividends to you and any
related risks to your business.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
page 48 and 49, which was previously revised to include a d

United States securities and exchange commission logo
December 29, 2023
Gisele Remy
Chief Financial Officer
Auna S.A.
46 A, Avenue JF Kennedy
1855 Luxembourg
Grand Duchy of Luxembourg
Re:Auna S.A.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted December 8, 2023
CIK No. 0001799207
Dear Gisele Remy:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to comment 2 that the company intends to amend its existing
articles of association in connection with the initial public offering, and in connection
therewith, it expects class A shares to be low-vote shares and class B shares to be high-
vote shares. We also note your revised disclosure that class A and class B shareholders
will vote together as a single class. Please revise the disclosure on your cover page to
disclose, as you do elsewhere, that given the voting control of the class B shares, investors
in this offering will have little to no influence on corporate matters for the foreseeable
future, including, for example, decision making with respect to your business
direction, the election and removal of directors and fixing of directors' compensation

 FirstName LastNameGisele Remy
 Comapany NameAuna S.A.
 December 29, 2023 Page 2
 FirstName LastNameGisele Remy
Auna S.A.
December 29, 2023
Page 2
and amendments to your articles of association.
Summary
The Auna Way, page 1
2.We note your response to comment 5 and we reissue the comment. The disclosure in the
summary should be a balanced presentation of your business. Please balance the
description of “The Auna Way,” your competitive strengths and key strategies with
equally prominent disclosure of the challenges you face and the risks and limitations that
could harm your business or inhibit your strategic plans. For example, but without
limitation, revise your disclosure to also discuss challenges related to integrating
businesses you have recently acquired or will acquire, such as increased costs, building
and maintaining your brand’s reputation and your substantial indebtedness.
3.We note your response to comment 7 and we reissue the comment in part. Please address
the following issues related to the description of your business throughout your prospectus
summary:

•You state here and throughout the registration statement that you provide "affordable
healthcare plans" and that your plans in Peru are "moderately priced and innovative
plans." We also note your revised disclosure that monthly costs of your mono-risk
oncology plans start "as low as S/33.0 per month, which is generally within reach of
the vast majority of Peruvians based on average income." Please revise your
disclosure to clarify the basis of your statement that the price of your plans is
"generally within reach of the vast majority of Peruvians." Please also revise to
include a detailed discussion of the pricing of your plans and to explain why they are
considered innovative and unique.

•We note your disclosure on page 3 that you offer a vertically integrated portfolio of
"mono-risk" plans and selected general healthcare plans. Please revise to explain the
principal differences between a mono-risk plan and a general healthcare plan,
including whether the plans target different pools of customers and to discuss the
principal reasons why customers choose one or both plans. Additionally, we note that
a significant focus of your business is on prevention. Please clarify whether
customers who enroll in a mono-risk plan such as an oncology plan are individuals
with a family or personal history of cancer and whether an individual with a cancer
diagnosis may enroll in an oncology plan. Please also discuss what types of care are
covered by mono-risk plans, including whether there is a focus on prevention versus
treatment.
4.We note your revised disclosure in response to comment 8 and throughout your filing,
including references to "high-quality" care, services, and "patient outcomes." Please revise
your filing to discuss how you measure "quality," including with respect to care, services,
and patient outcomes. As a related matter, where you note that you achieve "excellent"
and "effective" patient outcomes, please clarify how you define these terms.

 FirstName LastNameGisele Remy
 Comapany NameAuna S.A.
 December 29, 2023 Page 3
 FirstName LastNameGisele Remy
Auna S.A.
December 29, 2023
Page 3
Our History, page 3
5.We note your response to comment 9 and your revised disclosure on page 6 discussing
your indebtedness. Please revise to briefly highlight the risks to your business and
operations related to your significant indebtedness, and include a cross-reference to your
risk factor on page 40 discussing risks related to your indebtedness.
Our Future, page 12
6.We note your response to comment 11, including your revised disclosure on pages 3 and
116 and we reissue the comment. Please revise your disclosure here and in your Business
section to address specific challenges you may face growing this small platform focused
on providing dental and vision plans to a larger platform providing both general healthcare
and specialized plans in Mexico.
Increase, improve and enhance access to our healthcare services, page 12
7.We note your revised disclosure in response to comment 27, including that your
calculations of addressable market are based upon an estimated percentage of three groups
of individuals. Please revise your disclosure to discuss the data and estimates underlying
your calculation of a total addressable market for your oncology plans in Mexico,
including relevant percentage estimates, and how you used these estimates to determine
the number of potential memberships in your total addressable market. As a related
matter, we note your reference on page 1 to "immense market potential." Please provide
support for this statement.
Risk Factors
We are a holding company and all of our operations are conducted through our subsidiaries, page
39
8.We note your response to comment 14, including your revised disclosure on pages 39-40
and we reissue the comment in part. Please briefly describe or provide a cross reference to
the restrictions related to your existing indebtedness that limit or prohibit your subsidiaries
from paying dividends, making other distributions, and making loans to you. In addition,
please clarify whether Dentegra's financial statement have been approved by the CNSF,
and if not, the impact on Dentegra's ability to pay dividends to you and any related risks to
your business.
Following the completion of the offering, Enfoca . . ., page 50
9.We note your revised disclosure in response to comment 15, including that President,
Jesús Zamora León, and a majority of your directors, including Jesús Zamora León, Jorge
Basadre Brazzini, Leonardo Bacherer Fastoni, Andrew Soussloff and John Wilton, may be
employed by or otherwise affiliated with Enfoca as directors on their board of directors.
Please revise your filing to more prominently disclose, on your cover page and/or in your

 FirstName LastNameGisele Remy
 Comapany NameAuna S.A.
 December 29, 2023 Page 4
 FirstName LastNameGisele Remy
Auna S.A.
December 29, 2023
Page 4
prospectus summary, the potential conflicts of interest related to your officers and
directors being employed or affiliated with Enfoca.
Use of Proceeds, page 55
10.We note your response to comment 17 and reissue the comment, in part. We note your
revised disclosure that net proceeds from this offering will be used “to pay Heredia
Investments for its 21.2% interest in Auna Salud (and subsequent merger of Heredia
Investments into Auna Salud), and the remainder to repay US$ million of indebtedness
under [y]our Term Loans and for other general corporate purposes.” Please revise to
provide an estimate of the amount of the proceeds that will be used to pay Heredia
Investments for its interest in Auna Salud. Please indicate whether you anticipate you will
need additional amounts from other funding sources for either of these two purposes and
indicate the amounts as well as identify the other sources. Additionally, with respect to the
proceeds to be used to repay your indebtedness, please provide the information required
by Item 3.C.4. of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations and Commitments
Senior Secured Notes Due 2029, page 79
11.We note your revised disclosure in response to comment 22, but your revisions do not
appear to be completely responsive to our comment. Please revise your risk factors to
include a discussion of risks related to your notes due 2029, including the financial
covenants, negative covenants and events of default.
Research and Development, page 81
12.We note your revised disclosure in response to comment 18, including that you "are
increasingly able to rely on Auna Ideas, which is our non-profit biomedical and
innovation engine." Please enhance your disclosure to describe the reasons underlying this
increasing reliance, and provide a detailed description of the role of Auna Ideas in your
product development process. In this regard, we note your disclosure on page 37 that you
have made significant investments in product development. Please also clarify whether
you increasing reliance on Auna Ideas has resulted in increased investment, and if so,
whether you expect this trend to continue in future financial periods.
Trends, page 81
13.We note your response to comment 24 that you do not believe there are any current or
potential trends related to COVID-19 that are material to your business. Please include the
substance of your response as disclosure in the filing.
Oncosalud Peru, page 123
14.We note your disclosure in response to comment 28, but your disclosure is not completely

 FirstName LastNameGisele Remy
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responsive to our comment.  Please provide us with your explanation of why it is
appropriate to compare the survival statistics of your cohort of individuals diagnosed
between 2005 and 2016, with statistics disclosed for the U.S. and U.K., given that these
statistics appear to relate to a different time period and are in different geographic
locations, or remove these comparisons from your disclosure.  As a related matter, we
note your disclosure throughout the filing that "our approach results in a 74% 5-year
survival rate for our oncology plans, which is above the national average in both the U.S.
and England." Please clarify how you calculated this survival rate, as it appears to be a
different percentage than that disclosed in this section. Please also explain why the
comparison to U.S. and England is appropriate, given that the survival rate is based on
different populations in different geographic locations, or remove this disclosure from the
filing.  Alternatively, please revise to make it clear that your disclosure does not compare
Oncosalud's 5-year cancer survival rate with comparable oncological facilities, and place
these selected disclosures in appropriate context by discussing factors such as the
prevalence of certain cancers, and different access to healthcare in different jurisdictions
that would be expected to impact this percentage.
Condensed Consolidated Interim Financial Statements
4. Trade Accounts Receivable, page F-13
15.We have reviewed your response to prior comment 35 and note that 37% of your June 30
accounts receivable remained uncollected approximately 161 days after the balance sheet
date, and that a significant amount of accounts receivable are past due for an amount of
time much greater than 161 days. We also note your disclosure on pages 29 and 76 that
your accounts receivable for payments from corporate and individual customers are
typically collected in a combined average of 42 days in Mexico, 73 days in Peru and 144
days in Colombia. Please expand your disclosure to provide much greater detail regarding
the time it takes to collect your accounts receivable since it is not clear how your
disclosure is representative of the collection days depicted in your response. Please also
provide us an updated June 30 rollforward.
Audited Consolidated Financial Statements of Auna S.A.A., page F-59
16.If your audited financial statements become older than 12 months, please update your
financial statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate
representations in an exhibit. Refer to Instruction 2 to Item 8.A.4.

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            Please contact Michael Fay at 202-551-3812 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Ansart at 202-551-4511 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Maurice Blanco

United States securities and exchange commission logo
November 27, 2023
Gisele Remy
Chief Financial Officer
Auna S.A.
46 A, Avenue JF Kennedy
1855 Luxembourg
Grand Duchy of Luxembourg
Re:Auna S.A.
Draft Registration Statement on Form F-1
Filed October 30, 2023
CIK No. 0001799207
Dear Gisele Remy:
            We have reviewed your draft registration statement and have the following comment(s).
            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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted October 30, 2023
Cover Page
1.We note your disclosure here that following the completion of the offering, Enfoca, your
controlling shareholder, will maintain significant ownership of the company and voting
power. If true, disclose on the cover page, in the prospectus summary and elsewhere as
appropriate, that you will be a "controlled company" under exchange listing rules after the
offering, describe the corporate governance exemptions available to you and whether you
plan to rely on such exemptions, and include a risk factor regarding the risks to investors
of being a controlled company.
2.Please revise your cover page to disclose, as you do on page 19, that because the class A
shares are non-voting, investors in this offering will not vote on, among other matters, the
election and removal of directors and fixing of director's compensation; your issuance of

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debt securities; amendments to your articles of association; the sale, in a single
transaction, of assets with a value exceeding 50% of your share capital; the merger, spin-
off, division, reorganization, transformation or dissolution of the Company; special
investigations and audits; and the issuance of dividends.
3.We note that you intend to apply to list your Class A ordinary shares on the NYSE. Please
revise the disclosure on the cover page to clarify whether the offering is contingent upon
final approval of your NYSE listing. Please ensure that the disclosure is consistent with
your underwriting agreement.
Summary, page 1
4.Please revise your disclosure here at the outset of the summary to include a brief
description of the products and services you provide and the primary markets you serve.
5.The disclosure in the summary should be a balanced presentation of your business. Please
balance the description of “The Auna Way,” your competitive strengths and key strategies
with equally prominent disclosure of the challenges you face and the risks and limitations
that could harm your business or inhibit your strategic plans. For example, but without
limitation, revise your disclosure to also discuss challenges related to integrating
businesses you have recently acquired or will acquire, such as increased costs, building
and maintaining your brand’s reputation and your substantial indebtedness.
6.We note your disclosure here and throughout your filing that you have grown and expect
to continue to grow your operations through organic and inorganic growth.  We also note
your disclosure on page 61 that, since 2019, you have completed seven acquisitions.
Please revise your disclosure as appropriate to clarify whether your historical growth has
been attributable primarily to these acquisitions, or the organic growth of your operations.
The Auna Way, page 1
7.Please address the following issues related to the description of your business throughout
your prospectus summary:

•We note your disclosure that "[y]our focus lies in providing access to high-quality
healthcare, incentivizing prevention and concentrating on some of the high-
complexity diseases that contribute the most to healthcare expenditures." Please
revise to clarify how your business model incentivizes prevention. Please also define
at first use the term "high-complexity diseases."
•You state here as well as on pages 60 and 109 that you "focus on sustainable,
deliberate and congruent growth." Please expand your disclosure to discuss how your
growth model has been "sustainable, deliberate and congruent," including how you
define each of these terms.
•You state here and throughout the registration statement that you provide "affordable

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healthcare plans" and that your plans in Peru are "moderately priced and innovative
plans." Please revise your disclosure to clarify the meaning of your statements that
your plans are "affordable" and "moderately priced," including a detailed discussion
of the pricing of your plans and why they are considered innovative.
•We note your disclosure on page 3 that you offer a vertically integrated portfolio of
"mono-risk" plans and selected general healthcare plans. Please revise to clearly
define "mono-risk" plans and to explain the principal differences between a mono-
risk plan and a general healthcare plan.
•We note your disclosure on page 3 that "almost all of [y]our patients with an Auna
health plan also utilize the Auna healthcare network in Peru and [you] believe this
contributes to the resulting outstanding medical outcomes, patient experiences, and
disciplined cost controls." Please revise your disclosure to discuss the basis for your
belief that patients with an Auna health plan who also use the Auna network have
outstanding outcomes, experiences and lower costs. Define what is meant by
"outstanding," and clarify how you determine that these patients have "lower costs."

•Please revise your disclosure to clarify the significance of your Auna Mexico
hospitals operating the only two cyclotrons available in northern Mexico at present.
8.We note your statements here and throughout the prospectus discussing your leadership in
your field and the competitive position of your products and services. For example, you
state that:

•you provide “cutting-edge services” and deliver “excellent patient outcomes.”

•the Auna Way is, in part, your approach to “achieving sustainable competitive
advantages.”

•your “high patient satisfaction and robust patient demand, [results in] positioning
Auna as one of the premier healthcare providers in our market.”

•you “have established Auna as a leading provider of cancer management in SSLA.”

•you acquired Promotora Médica Las Américas S.A., “one of Colombia’s leading
healthcare providers” and Instituto de Cancerología, “one of Colombia’s leading and
largest private oncology hospitals.”

•you acquired Dentegra, “a leading dental and visual insurer.”

•you provide “first-class patient outcomes and experiences.”

Please revise your disclosure here and throughout the registration statement to provide the
basis for any statements, including any relevant metrics, regarding your competitive

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position and comparisons between your products and services and those of your
competitors. Refer to Item 4.B.7. of Form 20-F.
Our History, page 3
9.We note your disclosure on page 5 discussing your revenues, profit, and EBITDA for the
relevant interim financial period presented in your filing. Please revise your disclosure
here to also discuss your indebtedness and negative working capital.
Our Competitive Strengths, page 7
10.Please address the following related to your disclosure about your competition:

•Please revise your disclosure on page 8 and 124 to explain how providers in your
healthcare network access "are incentivized to follow the same protocol of
standardized services."

•We note your statement on page 9 that you have "active expansion plans in
progress." Please revise your disclosure here as well as in your Business section to
discuss more specifically your active expansion plans currently in progress.
•We note your statement on page 10 that you believe your historical gross margin
places you among the most profitable healthcare network operators in South America
"based on gross margins published by other publicly traded healthcare companies in
South America." Please revise to identify these publicly traded competitors.
Our Future, page 11
11.We note your disclosure on pages 11 and 115 that you plan to use Dentegra as a platform
to roll out general and specialized healthcare plans in Mexico, including oncological
plans. We also note your disclosure on page 3 that Dentegra is a “small insurance platform
previously owned by Delta Dental that provides dental and vision plans.” Please revise
your disclosure here and in your Business section to address specific challenges you may
face growing this small platform focused on providing dental and vision plans to a larger
platform providing both general healthcare and specialized plans in Mexico.
Corporate Structure, page 14
12.Please revise your diagram or the related, narrative disclosure to identify the parties
holding the remaining percentage of the entities of which you do not own 100%. Make
conforming changes to your disclosure on page 114.
Risk Factors
Our revenues and results of operations are affected by . . ., page 32
13.We note your disclosure that "a portion" of your revenue in your Healthcare Services in
Mexico segment is derived from fees charged at your facilities by unaffiliate physicians.

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Please revise your disclosure to provide an estimate of this portion of revenue, if material.
As a related matter, we note your disclosure on page 34 that "a portion" of your income in
your Healthcare Services in Mexico segment consists of rental income received from
tenants to whom you lease medical office space to at your properties. Please disclose an
estimate of this portion of you income, if material.
We are a holding company and all of our operations are conducted through our subsidiaries . . .,
page 39
14.We note your disclosure that your Mexican, Peruvian and Colombian subsidiaries must
maintain mandatory legal reserves, certain of your Peruvian and Mexican subsidiaries
must maintain minimum capital requirements, and your Colombian subsidiaries must
maintain certain capital allocations. Please revise your disclosure to provide additional
detail describing these required legal reserves, minimum capital requirements, and capital
allocations. Quantify the relevant requirements, where appropriate. Please also
disclose whether and to what extent your subsidiaries can currently distribute cash to you,
based on the above requirements. As a related matter, please briefly describe or provide a
cross reference to the restrictions related to your existing indebtedness that limit or
prohibit your subsidiaries from paying dividends, making other distributions, and making
loans to you.
Following the completion of the offering, Enfoca . . ., page 49
15.You disclose that certain of your officers and a majority of your directors may be
employed by or otherwise affiliated with Enfoca. Please revise your disclosure to identify
each of your officers and directors that are currently employed by or affiliated with
Enfoca.
The disparity in the voting rights between the classes of our shares may have a potential adverse
effect on the value of the class A shares, page 50
16.Please revise this risk factor to also disclose that the dual-class shares may have anti-
takeover effects preventing a change in control transaction that Class A shareholders
might consider in their best interest. In addition, please disclose that future issuances of
Class B ordinary shares may be dilutive to holders of Class A ordinary shares.
Use of Proceeds, page 53
17.We note your disclosure that you intend to use the net proceeds from the offering
for general corporate purposes. Please revise to more specifically identify the principal
intended uses of the net proceeds and provide the estimated amounts you intend to
allocate to each identified purpose. If any material part of the proceeds is to be used to pay
indebtedness, please disclose the same and provide the information required by Item
3.C.4. of Form 20-F. If any material portion of the proceeds will be used to finance
acquisitions of other businesses, give a brief description of such businesses and

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information on the status of the acquisitions. If you do not have a current, specific plan for
the proceeds of this offering, please state this explicitly and discuss the principal reasons
for the offering. Refer to Item 3.C of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
59
18.We note your disclosure in a risk factor on page 37 that your ability to roll out new and
innovative products and services depends, in part, on “significant investments in research
and development.” We also note your disclosure on page and page 125 that you “rely on
Auna Ideas, which is [y]our biomedical and innovation engine.” Please revise this section
of your registration statement to provide a description of the company’s research and
development policies for the last three years. Refer to Item 5.C of Form 20-F.
Factors Affecting Our Results of Operations, page 60
19.Please briefly disclose how you calculate "rate of utilization."
Credit Agreements
Scotiabank Peru, page 76
20.We note your disclosure here that “the Chiclayo Hospital Financing Agreement contains
consent requirements for certain transactions.” Please clarify whether an equity offering,
including this initial public offering, would require consent from Scotiabank Perú and
whether you have already obtained this consent.
Senior Secured Notes due 2028, page 76
21.We note that you issued US$505.0 million aggregate principal amount of Senior Secured
Notes due 2028 and that these notes are subject to mandatory redemption under certain
circumstances, including if you undertake an equity offering. Please clarify whether this
initial public offering will trigger a mandatory redemption of your notes. To the extent
that a mandatory redemption will be triggered, please revise your disclosure throughout
the registration statement, including on your cover page, in your summary, in the risk
factors, and in the use of proceeds, as appropriate, to discuss the impact of this mandatory
redemption and any related risks to investors.
22.We note that both your senior secured notes due 2028 and your senior notes due 2025
contain negative covenants and events of default. Please revise your disclosure here to
discuss in greater detail these negative covenants and events of default. Please also revise
your risk factors to include a discussion of risks related to your notes due 2028 and 2025,
including the financial covenants, negative covenants and events of default.
Trends, page 77
23.We note your disclosure that your expansions have, in certain cases, “resulted in

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temporary increases in costs.” Please revise your disclosure to expand your discussion of
the increased costs you have experienced with your past acquisitions, including a
discussion as to wh