SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Morgan Stanley & Co. LLC
 1585 Broadway New York, New York 10036
 Barclays Capital Inc. 745 Seventh Avenue
 New York, New York 10019 BofA Securities, Inc.
 One Bryant Park New York, New York 10036
 May 19, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549-6010

 Attn:
   Ryan Rohn
 Stephen Krikorian Mariam
Mansaray Jan Woo

 Re:
 Hinge Health, Inc.
 Registration Statement on Form S-1, as amended (File No. 333-285682)
 Request for Acceleration of Effective Date
 Ladies and Gentlemen: In accordance with Rule
461 under the Securities Act of 1933, as amended (the “ Act ”), we, as representatives of the several underwriters, hereby join in the request of Hinge Health, Inc. (the “ Company ”) for acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 so that it becomes effective as of 4:00 p.m. Eastern time on May 21, 2025, or as soon thereafter as practicable, or at such other time as
the Company or its outside counsel, Latham & Watkins LLP, request by telephone to the staff of the Securities and Exchange Commission that such Registration Statement be declared effective.
 Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to
each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the
preliminary prospectus.

 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 comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
 2

 Very truly yours,
 Morgan Stanley & Co. LLC Barclays Capital Inc.
 BofA Securities, Inc.
 As representatives of the several Underwriters listed in Schedule
II of the Underwriting Agreement

 By:

 Morgan Stanley & Co. LLC

 By:

 /s/ Eleni Apostolatos

 Name: Eleni Apostolatos

 Title: Vice President

 By:

 Barclays Capital Inc.

 By:

 /s/ Jamie Turturici

 Name: Jamie Turturici

 Title: Managing Director, Head of Technology Equity Capital Markets

 By:

 BofA Securities, Inc.

 By:

 /s/ AnnaMaria Freeman

 Name: AnnaMaria Freeman

 Title: Director
 [ Signature Page to Underwriters’ Acceleration Request ]

CORRESP
 1
 filename1.htm

 CORRESP

 Hinge Health, Inc.
 455 Market Street, Suite 700 San
Francisco, California 94105 May 19, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549-6010 Attention:    Ryan Rohn
 Stephen Krikorian Mariam
Mansaray Jan Woo

 Re:
 Hinge Health, Inc.
 Registration Statement on Form S-1, as amended (File
 No. 333-285682) Request for Acceleration of Effective Date
 To the addressees set forth above: In
accordance with Rule 461 under the Securities Act of 1933, as amended, Hinge Health, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-285682) (as amended, the “ Registration Statement ”). The Company respectfully requests that the Registration Statement become
effective as of 4:00 p.m., Eastern Time, on May 21, 2025, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of the Division of Corporation Finance of the Securities
and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Tad Freese at (650) 463-3060.
 Thank you for your assistance in this matter.
 [ Signature page follows ]

 Sincerely,

 Hinge Health, Inc.

 By:

 /s/ Daniel Perez

 Name:

 Daniel Perez

 Title:

 Chief Executive Officer

 cc:
 David Wood, Hinge Health, Inc.
 James Budge, Hinge Health, Inc.
 Tad J. Freese, Esq., Latham & Watkins LLP
 Erica Kassman, Esq., Latham & Watkins LLP
 Alan F. Denenberg, Esq., Davis Polk & Wardwell LLP
 [Signature Page to Acceleration Request]

CORRESP
 1
 filename1.htm

 CORRESP

 140 Scott Drive

 Menlo Park, California 94025

 Tel: +1.650.328.4600 Fax: +1.650.463.2600
 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 Chicago

 Riyadh

 May 15, 2025

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 London

 Tokyo

 VIA EDGAR

 Los Angeles

 Washington, D.C.

 Madrid

 United States Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549-6010

 Attention:
 Ryan Rohn

  
 Stephen Krikorian

  
 Mariam Mansaray

  
 Jan Woo

 Re:
 Hinge Health, Inc.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed May 13, 2025
 File No. 333-285682
 Ladies and Gentlemen: Hinge Health, Inc. (the
“ Company ”) is filing this letter in response to comments received from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission in the Staff’s comment letter received on May 14,
2025 regarding the Company’s Registration Statement on Form S-1 filed on March 10, 2025, as most recently amended by Amendment No. 3 to the Registration Statement filed on May 13, 2025 (the
“ Registration Statement ”). For ease of review, we have set forth below each of the numbered comments of the
Staff’s letter in bold type followed by the Company’s responses thereto. Amendment No. 2 to Registration Statement on Form S-1 Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations
 Comparison of the Three Months Ended March 31, 2025 and 2024
 Revenue, page 116

 May 15, 2025
 Page 2

 1.
 We note your revenue for the three months ended March 31, 2025 increased by $41.1 million, or 50%
which you state was due to revenue growth from existing clients. Given this significant growth, quantify the growth in clients or members. Further, clarify why you do not present the number of members or LTM average eligible lives for the interim
periods ended March 31, 2024 and 2025, respectively, under Key Metrics on page 113. Refer to Item 303(b)(2) of Regulation S-K.
 Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will update its disclosure in the
next filing of the Registration Statement to quantify growth in clients from March 31, 2024 to March 31, 2025 and disclose how that increase in clients contributed to an increase in revenue of $4.4 million for the three months ended
March 31, 2025 as compared to the three months ended March 31, 2024. Additionally, the Company respectfully advises the Staff
that it does not present the number of members or LTM average eligible lives for the interim periods as the Company does not believe these metrics are good indicators of trends in the Company’s business because they are not indicators of
underlying demand or engagement in a given quarter or a good means to evaluate its business on a quarterly basis. The Company further believes these metrics may create an inaccurate picture of the Company’s business on a quarterly basis. These
metrics may be affected quarter over quarter by unpredictable events, such as a brief delay in a new client launch or differences in timing between launches and member enrollments in a given period, and may therefore also be inconsistent quarter to
quarter given the nature of the sales and client launch cycle of the Company. A majority of clients enter contracts with the Company in the second half of each calendar year, in line with the typical employee benefit enrollment period. Most of these
clients are launched in the first half of the following calendar year. Instead, the Company focuses on its financial results, number of clients and LTM calculated billings to evaluate its business on a quarterly basis.
 The number of members and LTM average eligible lives, however, provide good indicators of trends in the Company’s business on an annual
basis. The Company believes its presentation better aligns with how the Company manages its business internally and communicates with stakeholders.
 The Company advises the Staff that it will update its disclosure in the next filing of the Registration Statement to indicate that the Company
presents the number of members and LTM average eligible lives on an annual basis as these metrics may create an inaccurate picture of the Company’s business on a quarterly basis primarily due to timing of launches and member enrollments in a
given period. Notes to Condensed Consolidated Financial Statements
 Note 5. Goodwill and Intangible Assets, page F-54

 2.
 We note your disclosure that you, “acquired certain assets of a company for approximately
$4.0 million.” In addition, your disclosure states that this includes goodwill of $2.5 million and developed technology of $1.6 million. Please tell us how you concluded that the assets acquired represent a business. Refer to ASC
 805-10-55- 3A to 55-5 and
 805-10-55-8 and 55-9. Be advised that an asset acquisition does “not give rise to
goodwill.” Refer to ASC 805-50-15-2 and 805-50-30-3. Please advise or revise. Response : The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it will revise its disclosure in the next filing of the Registration Statement to clarify that the Company acquired certain assets of a privately held company in a
transaction that qualified as a business combination under ASC 805, Business Combinations , for approximately $4.0 million. The acquisition resulted in an increase of goodwill of $2.5 million, which was related to expected synergies of
the acquired workforce, and developed technology and other intangible assets of $1.6 million. The business combination was not material to the unaudited condensed consolidated financial statements.
 The Company further advises the Staff that, as part of this purchase, the Company acquired intangible assets including developed technologies,
assumed certain liabilities and acquired an assembled workforce, including the former CEO and key employees who specialize in research and development, design and data. Based on the items purchased, the Company determined that the fair value was not
concentrated in a single asset or group of similar assets. Additionally, as part of the purchase the Company will leverage the assets
acquired and the assembled workforce, which possesses the essential skills, knowledge and expertise to execute on the Company’s plans with regard to a potential future product offering and generate additional revenue for the Company.
 Given the inputs, processes and outputs associated with this purchase, the Company determined that this transaction qualifies as a business
combination under the accounting rules. The acquisition resulted in an increase of goodwill, which was related to expected synergies of the acquired workforce and developed technology and other intangible assets. The business combination was not
material to the unaudited condensed consolidated financial statements. Note 13. Subsequent Events, page
 F-64

 3.
 Please revise to disclose the date through which subsequent events were evaluated for your interim financial
statements. Refer to ASC 855-10-50-1. Additionally, please consider disclosing the amount of share-based compensation expense
attributable to the equity award granted in April. Refer to ASC 855-10-50-2.
 Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will revise its disclosure in the
next filing of the Registration Statement to include the date through which subsequent events were evaluated and disclosure of the amount of unrecognized stock-based compensation expense attributable to the equity awards granted in April 2025, which
was $88.4 million and which will be expensed from the grant date over a four-year vesting period. * * *

 May 15, 2025
 Page 3

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 463-3060 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Tad J. Freese

 Tad J. Freese
 of LATHAM & WATKINS LLP

 cc:
 (via email)
 Daniel Perez, Hinge Health, Inc.
 David Wood, Hinge Health, Inc.
 James Budge, Hinge Health, Inc.
 Erica Kassman, Latham & Watkins LLP
 Alan F. Denenberg, Davis Polk & Wardwell LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2025

David Wood
General Counsel
Hinge Health, Inc.
455 Market Street, Suite 700
San Francisco, California 94105

 Re: Hinge Health, Inc.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed May 13, 2025
 File No. 333-285682
Dear David Wood:

 We have reviewed your amended registration statement and have the
following
comments.

 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.

Amendment No. 2 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the Three Months Ended March 31, 2025 and 2024
Revenue, page 116

1. We note your revenue for the three months ended March 31, 2025 increased
by $41.1
 million, or 50% which you state was due to revenue growth from existing
clients.
 Given this significant growth, quantify the growth in clients or
members. Further,
 clarify why you do not present the number of members or LTM average
eligible lives
 for the interim periods ended March 31, 2024 and 2025, respectively,
under Key
 Metrics on page 113. Refer to Item 303(b)(2) of Regulation S-K.
 May 14, 2025
Page 2
Notes to Condensed Consolidated Financial Statements
Note 5. Goodwill and Intangible Assets , page F-54

2. We note your disclosure that you, "acquired certain assets of a company
for
 approximately $4.0 million." In addition, your disclosure states that
this includes
 goodwill of $2.5 million and developed technology of $1.6 million. Please
tell us how
 you concluded that the assets acquired represent a business. Refer to ASC
805-10-55-
 3A to 55-5 and 805-10-55-8 and 55-9. Be advised that an asset acquisition
does "not
 give rise to goodwill." Refer to ASC 805-50-15-2 and 805-50-30-3. Please
advise or
 revise.
Note 13. Subsequent Events, page F-64

3. Please revise to disclose the date through which subsequent events were
evaluated for
 your interim financial statements. Refer to ASC 855-10-50-1.
Additionally, please
 consider disclosing the amount of share-based compensation expense
attributable to
 the equity award granted in April. Refer to ASC 855-10-50-2.

 Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at
202-551-3453 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Tad J. Freese
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 May 5, 2025

 140 Scott Drive

 Menlo Park, California 94025

 Tel: +1.650.328.4600 Fax: +1.650.463.2600

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 Chicago

 Riyadh

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 London

 Tokyo

 Los Angeles

 Washington, D.C.

 Madrid

 VIA EDGAR United
States Securities and Exchange Commission Division of Corporation Finance
 100 F Street, N.E. Washington, D.C. 20549-6010

 Attention:  
 Ryan Rohn
 Stephen Krikorian Mariam
Mansaray Jan Woo

 Re:
 Hinge Health, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed April 7, 2025
 File No. 333-285682
 Ladies and Gentlemen: Hinge Health, Inc. (the
“ Company ”) has filed with the U.S. Securities and Exchange Commission (the “ Commission ”) on the date hereof an amendment (“ Amendment No. 2 ”) to
the Registration Statement on Form S-1 (the “ Registration Statement ”). The Company previously filed the Registration Statement on Form
 S-1 on March 10, 2025, as amended by Amendment No. 1 to the Registration Statement on April 7, 2025 (“ Amendment No. 1 ”). The Registration
Statement has been revised to reflect the Company’s responses to the comment letter to Amendment No. 1 received on April 21, 2025, from the staff of the Commission (the “ Staff ”), and we are hereby providing the
Company’s responses to the Staff’s letter. For ease of review, we have set forth below each of the numbered comments of the
Staff’s letter in bold type followed by the Company’s responses thereto. Amendment No. 1 to Registration Statement on Form S-1 filed on April 7, 2025 Cover Page

 1.
 Please revise the cover page to clarify that each share of your Series E preferred stock will be convertible
at any time into one share of Class B common stock at the option of the holder. Also, clarify in the Description of Capital Stock and risk factor sections whether the Series E preferred stock will automatically convert into Class A or
Class B common stock upon your sale of common stock in a firm commitment underwritten public offering.

 May 5, 2025
 Page 2

 Response : The Company respectfully acknowledges the Staff’s comment and has
revised the cover page and pages 15, 81, and 228 of Amendment No. 2 to clarify when and whether the Series E preferred stock is convertible into shares of Class A common stock or Class B common stock.
 Preliminary Operating Results for the Three-Months Ended March 31, 2025 (Unaudited), page 10

 2.
 We note your statement that “[you] are currently unaware of any items that would require [you] to make
adjustments to the information set forth below, it is possible that [you] or Deloitte & Touche LLP may identify such items as [you] complete [your] interim financial statements and any resulting changes could be material.” 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. Accordingly, please remove this statement, as it implies that
investors should not rely on the information presented. Response : The Company respectfully acknowledges the
Staff’s comment. The Company will not be disclosing preliminary results and has removed the section titled “Recent Developments—Preliminary Operating Results for the Three-Months Ended March 31, 2025 (Unaudited).”
 *  *  *

 May 5, 2025
 Page 3

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 463-3060 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Tad J. Freese

 Tad J. Freese of LATHAM & WATKINS
LLP

 cc:
 (via email)
 Daniel Perez, Hinge Health, Inc.
 David Wood, Hinge Health, Inc.
 James Budge, Hinge Health, Inc.
 Erica Kassman, Latham & Watkins LLP
 Alan F. Denenberg, Davis Polk & Wardwell LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

David Wood
General Counsel
Hinge Health, Inc.
455 Market Street, Suite 700
San Francisco, California 94105

 Re: Hinge Health, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed April 7, 2025
 File No. 333-285682
Dear David Wood:

 We have reviewed your amended registration statement and have the
following
comments.

 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 March 26,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1 filed on April 7, 2025
Cover Page

1. Please revise the cover page to clarify that each share of your Series E
preferred stock
 will be convertible at any time into one share of Class B common stock
at the option
 of the holder. Also, clarify in the Description of Capital Stock and
risk factor sections
 whether the Series E preferred stock will automatically convert into
Class A or Class
 B common stock upon your sale of common stock in a firm commitment
underwritten
 public offering.
 April 21, 2025
Page 2
Preliminary Operating Results for the Three-Months Ended March 31, 2025
(Unaudited),
page 10

2. We note your statement that [you] are currently unaware of any items
that would
 require [you] to make adjustments to the information set forth below, it
is possible
 that [you] or Deloitte & Touche LLP may identify such items as [you]
complete
 [your] interim financial statements and any resulting changes could be
material. 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. Accordingly, please remove this statement, as it implies that
investors should
 not rely on the information presented.

 Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at
202-551-3453 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Tad J. Freese
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 140 Scott Drive

 Menlo Park, California 94025

 Tel: +1.650.328.4600 Fax: +1.650.463.2600
 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 April 7, 2025

 Chicago

 Riyadh

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 FOIA CONFIDENTIAL TREATMENT REQUEST

 Frankfurt

 Seoul

 Confidential Treatment Requested by

 Hamburg

 Silicon Valley

 Hinge Health, Inc.

 Hong Kong

 Singapore

 455 Market Street, Suite 700

 Houston

 Tel Aviv

 San Francisco, California 94105

 London

 Tokyo

 Los Angeles

 Washington, D.C.

 Madrid

 VIA EDGAR AND ELECTRONIC TRANSMISSION
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549-6010

 Attention:

 Ryan Rohn

 Stephen Krikorian

 Mariam Mansaray

 Jan Woo

 Re:

 Hinge Health, Inc.

 Registration Statement on Form S-1

 Filed March 10, 2025

 File No. 333-285682
 Ladies and Gentlemen:
 Hinge Health, Inc. (the “ Company ”) has filed with the U.S. Securities and Exchange Commission (the
“ Commission ”) on the date hereof an amendment (“ Amendment No. 1 ”) to the Registration Statement on Form S-1 (the
“ Registration Statement ”). The Company previously filed the Registration Statement on Form S-1 on March 10, 2025. The Registration Statement has been revised to
reflect the Company’s responses to the comment letter to the Registration Statement received on March 26, 2025, from the staff of the Commission (the “ Staff ”), and we are hereby providing the Company’s
responses to the Staff’s letter. For ease of review, we have set forth below each of the numbered comments of the Staff’s
letter in bold type followed by the Company’s responses thereto. The Company respectfully requests confidential treatment for
certain portions of this letter pursuant to 17 C.F.R. §200.83. This letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information discussed herein. A redacted letter will be
filed on EDGAR, omitting the confidential information contained in this letter. The Company respectfully requests that the Commission provide timely notice to the undersigned before it permits any disclosure of the bracketed and highlighted
information contained in this letter.

 April 7, 2025
 Page 2

 Registration Statement on Form S-1
 Prospectus Summary, page 1

 1.
 You state the Hinge Health People in Pain Survey was conducted by you and a third-party research firm in
2022. Please confirm whether you commissioned this third-party research firm for data in use in connection with this offering. If so, please tell us what consideration you gave to filing the third party’s consent as an exhibit to the
registration statement as required by Section 7 of the Securities Act and Securities Act Rule 436.
 Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company did not commission the
third-party research firm to conduct the Hinge Health People in Pain Survey for purposes of this offering. The Hinge Health People in Pain Survey was conducted in the Company’s ordinary course of business to support its annual State of
Musculoskeletal (MSK) Care report, which was published in 2023. The Company frequently uses its annual State of Musculoskeletal (MSK) Care report for prospective client outreach and discussions. As such, the Company submits that a consent from the
third-party research firm is not required to be filed as an exhibit to the Registration Statement under Section 7 of the Securities Act and Securities Act Rule 436.

 2.
 We note your revised disclosure that the holder of Series E preferred stock will retain rights that could
impact the value of your Class A common stock and impact your business and operations. If true, please identify the Series E preferred stock as Tiger Global, a shareholder that currently holds 8.6% of your voting power.
 Response : The Company respectfully acknowledges the Staff’s comment and has revised pages 13, 17,
81, 82, and 223 of Amendment No. 1 accordingly. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations
 Comparison of the Years Ended December 31, 2024 and 2023
 Revenue, page 114

 3.
 We note your revenue for the year ended December 31, 2024 increased by 33% compared to the year ended
December 31, 2023. Please quantify this increase between members from new and existing clients. Further, please consider expanding your discussion to analyze the increase in your member yield. Refer to Item 303(b)(2) of Regulation S-K. Response : The Company respectfully acknowledges the Staff’s
comment and has revised page 116 of Amendment No. 1 accordingly. The Company considered expanding its discussion of revenue to include an analysis of the increase in its member yield. Increases to member yield, however, are the result of a
number of factors that are difficult to quantify individually. As a result, the Company does not believe a discussion of member yield within the discussion of an increase in members leading to an increase in revenue would best reflect the drivers of
an increase in revenue.
 [***] Certain information contained
in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83. FOIA Confidential Treatment Requested by Hinge Health, Inc.

 April 7, 2025
 Page 3

 Non-GAAP Financial Measures, page 116

 4.
 We continue to consider your response to prior comment 2 and may have further comments.
 Response : The Company respectfully acknowledges the Staff’s comment. The Company has orally confirmed
with the Staff that it has no further comments to the Company’s response to prior comment 2. 16. Subsequent Events, page F-38

 5.
 When your preliminary IPO price is known, please provide us with a breakdown of all equity awards granted
since January 1, 2025 and leading up to the preliminary pricing of your IPO. This breakdown should list grants in chronological order including the fair value of the underlying common stock used to value such awards as determined by your board
of directors. Please reconcile and explain the differences between the fair values of the underlying common stock determined on each grant date, including the difference between the most recent grant date fair value and the midpoint of your offering
range. In addition, your disclosure should fully describe the assumptions utilized at the IPO valuation date that are significantly different than those used in the most recent valuation, if material.
 Response : The Company respectfully acknowledges the Staff’s comment and provides the following information.
 On January 12, 2025, the Company’s board of directors amended a performance-based restricted stock unit
(“ RSU ”) grant that had been previously made to the Company’s Chief Executive Officer, which resulted in an additional 1,888,501 performance-based RSUs. The grant date fair value, and the value for financial reporting
purposes, of the 1,888,501 performance-based RSUs was $25.03 per share and was estimated using a Monte Carlo simulation model given that the performance-based RSUs include vesting conditions based on a specified public market valuation of the
Company’s common stock. This Monte Carlo simulation model includes as an input the expected fair value of total equity for the Company, which was from the third-party valuation of the Company’s common stock as of December 31, 2024,
which was concluded on March 10, 2025. On January 28, 2025, the Company’s board of directors approved the grant of 255,055
RSUs. For financial reporting purposes, the Company performs an interpolation between the third-party valuation as of December 31, 2024, which is discussed in further detail below, and the midpoint of the Preliminary Price Range to calculate
the grant date fair value and advises the Staff that the preliminary grant date fair value was $[***] per share. The Company commissioned a third-party valuation of its common stock as of December 31, 2024, which was concluded on March 10,
2025. The third-party valuation concluded the value of the Company’s common stock was $36.31 per share as of December 31, 2024. As part of determining the fair value of the Company’s common stock, the Company applied the guideline
public companies method and then relied on the hybrid method, using the Probability-Weighted Expected Return Method (PWERM) and Option Pricing Method (OPM), to allocate the Company’s equity value. Two potential future events were considered:
(i) an initial public offering (“ IPO ”) scenario in 0.3 years and (ii) a going concern scenario. The probability of the IPO scenario was weighted at 60% and the probability of

 [***] Certain information contained
in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83. FOIA Confidential Treatment Requested by Hinge Health, Inc.

 April 7, 2025
 Page 4

the going concern scenario was weighted at 40% and used a weighted average discount for lack of marketability of 12%. The probability and timing of these scenarios was determined based primarily
on input from management. In weighting the IPO scenario at 60%, the Company considered, among other things, the current status and preparations for a potential IPO, investor feedback, discussions with underwriters and other advisors for the IPO, the
feasibility of completing an IPO, and general conditions in the capital markets. The Company advises the Staff that it currently estimates
a preliminary price range that will be between $[***] and $[***] per share of Class A common stock (the “ Preliminary Price Range ”) for its IPO, resulting in a midpoint of the Preliminary Price Range of $[***] per share
of Class A common stock. The Preliminary Price Range was determined by initial discussions between the Company, including its board of directors, and Morgan Stanley and Barclays, two of the representatives in the IPO (the
“ Representatives ”) that took place on April 2, 2025. The proposed Preliminary Price Range has been estimated based on current market conditions, recent market prices of, and demand for, publicly-traded common stock of
comparable companies, the Company’s financial condition and prospects, and the performance of recent initial public offerings in the technology industry. The Preliminary Price Range does not take into account the current lack of liquidity for
the Company’s common stock and assumes a successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company.
 The Company confirms to the Staff that, in accordance with Item 501(b)(3) of
 Regulation S-K and Question 134.04 of the Regulation S-K Compliance and Disclosure Interpretations, the difference between the high and low end of
the bona fide price range per share of Class A common stock (the “ Price Range ”) that will be included in the amendment to the Registration Statement that will be filed shortly before the commencement of the
Company’s road show will be no more than 20%. The parameters of the Price Range will be subject to then-current market conditions, continuing discussions with the Representatives, and any business developments impacting the Company. As a result
of these factors and the recent volatility in the financial markets, the Price Range may differ from the Preliminary Price Range. The
Company believes the primary factors that explain the variation between the Preliminary Price Range and the fair value of the common stock used for the Company’s most recent RSU grants are as follows:

 •

 The recent market prices of publicly traded common stock of comparable companies and the Company’s financial
condition and prospects used in deriving the Preliminary Price Range are generally consistent with those used in the Company’s most recent valuation.

 •

 The lack of recent or contemporaneous initial public offerings and the current economic uncertainty in the market
suggests a potentially volatile market for companies similar to the Company in executing and completing initial public offerings.
 [***] Certain information contained
in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83. FOIA Confidential Treatment Requested by Hinge Health, Inc.

 April 7, 2025
 Page 5

 •

 The Preliminary Price Range necessarily assumes that the IPO has occurred and that a public market for the
Company’s Class A common stock has been created, and, therefore, excludes any discount for lack of marketability of the common stock, which was appropriately taken into account in the third-party valuation as of December 31, 2024.
Without a discount for lack of marketability in the third-party valuation as of December 31, 2024, the fair value of the common stock would have been $[***] per share, which is [***]% above the high end of the Preliminary Price Range and [***]%
above the midpoint of the Preliminary Price Range. General

 6.
 Please provide balanced disclosure in the graphics by disclosing the net loss for the year ended
December 31, 2024. Response : The Company respectfully acknowledges the Staff’s comment and has
revised its graphics accordingly. * * *
 [***] Certain information contained
in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83. FOIA Confidential Treatment Requested by Hinge Health, Inc.

 April 7, 2025
 Page 6

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 463-3060 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Tad. J. Freese

 Tad J. Freese
 of LATHAM & WATKINS LLP

 cc:

 (via email)

 Daniel Perez, Hinge Health, Inc.

 David Wood, Hinge Health, Inc.

 James Budge, Hinge Health, Inc.

 Erica Kassman, Latham & Watkins LLP

 Alan F. Denenberg, Davis Polk & Wardwell LLP

 [***] Certain information contained
in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83. FOIA Confidential Treatment Requested by Hinge Health, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

David Wood
General Counsel
Hinge Health, Inc.
455 Market Street, Suite 700
San Francisco, California 94105

 Re: Hinge Health, Inc.
 Registration Statement on Form S-1
 Filed March 10, 2025
 File No. 333-285682
Dear David Wood:

 We have reviewed your registration statement and have the following
comments.

 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 February 28,
2025 letter

Registration Statement on Form S-1
Prospectus Summary, page 1

1. You state the Hinge Health People in Pain Survey was conducted by you
and a third-
 party research firm in 2022. Please confirm whether you commissioned
this third-
 party research firm for data in use in connection with this offering. If
so, please tell us
 what consideration you gave to filing the third party's consent as an
exhibit to the
 registration statement as required by Section 7 of the Securities Act
and Securities Act
 Rule 436.
2. We note your revised disclosure that the holder of Series E preferred
stock will retain
 rights that could impact the value of your Class A common stock and
impact your
 business and operations. If true, please identify the Series E preferred
stock as Tiger
 Global, a shareholder that currently holds 8.6% of your voting power.
 March 26, 2025
Page 2

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the Years Ended December 31, 2024 and 2023
Revenue, page 114

3. We note your revenue for the year ended December 31, 2024 increased by
33%
 compared to the year ended December 31, 2023. Please quantify this
increase between
 members from new and existing clients. Further, please consider
expanding your
 discussion to analyze the increase in your member yield. Refer to Item
303(b)(2) of
 Regulation S-K.
Non-GAAP Financial Measures, page 116

4. We continue to consider your response to prior comment 2 and may have
further
 comments.
16. Subsequent Events, page F-38

5. When your preliminary IPO price is known, please provide us with a
breakdown of all
 equity awards granted since January 1, 2025 and leading up to the
preliminary pricing
 of your IPO. This breakdown should list grants in chronological order
including the
 fair value of the underlying common stock used to value such awards as
determined
 by your board of directors. Please reconcile and explain the differences
between the
 fair values of the underlying common stock determined on each grant
date, including
 the difference between the most recent grant date fair value and the
midpoint of your
 offering range. In addition, your disclosure should fully describe the
assumptions
 utilized at the IPO valuation date that are significantly different than
those used in
 the most recent valuation, if material.
General

6. Please provide balanced disclosure in the graphics by disclosing the net
loss for the
 year ended December 31, 2024.
 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 Ryan Rohn at 202-551-3739 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-5176 or Jan Woo at
202-551-3453 with
any other questions.

 Sincerely,
 March 26, 2025
Page 3

 Division of Corporation Finance
 Office of Technology
cc: Tad J. Freese
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 March 10, 2025

 140 Scott Drive

 Menlo Park, California 94025

 Tel: +1.650.328.4600 Fax: +1.650.463.2600

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

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 Riyadh

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 London

 Tokyo

 Los Angeles

 Washington, D.C.

 Madrid

 VIA EDGAR United
States Securities and Exchange Commission Division of Corporation Finance
 100 F Street, N.E. Washington, D.C. 20549-6010

 Attention:  
 Ryan Rohn
 Stephen Krikorian Mariam
Mansaray Jan Woo

 Re:
 Hinge Health, Inc.
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted February 14, 2025
 CIK No. 0001673743 Ladies and
Gentlemen: Hinge Health, Inc. (the “ Company ”) has filed with the U.S. Securities and Exchange Commission (the
“ Commission ”) on the date hereof a Registration Statement on Form S-1 (the “ Registration Statement ”). The Company previously submitted to the
Commission a draft Registration Statement on Form S-1 on a confidential basis under the Jumpstart Our Business Startups Act on November 15, 2024 (the “ Draft Submission ”), as most
recently amended by Amendment No. 2 to the Draft Submission submitted on February 14, 2025 (“ Amendment No. 2 ”). The Registration Statement has been revised to reflect the
Company’s responses to the comment letter to Amendment No. 2 received on February 28, 2025 from the staff of the Commission (the “ Staff ”), and we are hereby providing the Company’s responses to the
Staff’s letter. For ease of review, we have set forth below each of the numbered comments of the Staff’s letter in bold type
followed by the Company’s responses thereto. Amendment No. 2 to Draft Registration Statement on Form
 S-1 Risk Factors
 A substantial portion of our client relationships are contracted through a limited number of health plans and other partners, page 28

 March 10, 2025
 Page 2

 1.
 We note your revised disclosure in response to prior comment 2 that client contracts through your top three
partners, which are all large national health plans, accounted for 43% of your revenue for the year ended December 31, 2023. Please disclose the amount of revenue attributable to each of your top three partners. Disclose the material terms of
the agreements with your top three partners, including the identity of the partners and termination provisions. We note that your partnership agreements may be terminated for “various reasons” after “a specified period.” Disclose
the expiration date of the agreements, the conditions under which the agreements may be terminated, and whether the “specified period” has passed such that the contacts are terminable for convenience by your partners.
 Response : The Company respectfully acknowledges the Staff’s comment and has revised page 30 of the
Registration Statement to disclose the names of its top three partners, the amount of revenue contracted through each of the three partners during 2024 and 2023, and detail regarding the material terms of its agreements with each of the three
partners. Non-GAAP Financial Measures
 Non-GAAP Loss from Operations and Operating Margin, page 111

 2.
 We note from your response to prior comment 1 that the release of TrueMotion, your AI-powered motion tracking technology, was intended to replace wearable sensors and allow for members to use their personal devices. Please further explain why the shift away from providing kits with tablets and
wearable sensors is considered to be a strategic decision and describe how this shift changes the nature of the services provided through your platform.
 Response : The Company respectfully acknowledges the Staff’s comment and has revised pages 106 and 107 of the Registration Statement
to describe the strategy behind the decision to shift to AI-powered motion tracking technology and how this decision improves the Company’s delivery of care and the member experience, opens up new
offerings and capabilities, and improves efficiency, thereby enabling the Company to scale and allocate greater capital resources to develop its business.
 The Company’s decision to shift to AI-powered motion tracking technology and stop providing kits
with tablets and wearable sensors enables the Company to focus on delivering scalable and personalized MSK care and making the Company’s programs easily accessible and available to as many members and potential members as possible. This marks a
significant shift for the Company as the use of AI-powered motion tracking technology enables the Company to improve the delivery of care through its programs and to develop programs for smaller affected
areas, such as the hand and wrist, where sensors were not effective. The Company believes the use of TrueMotion results in improved
delivery of care and a better member experience, beyond what was possible with sensors, because the use of AI-powered motion tracking technology increases convenience, accessibility, and adherence. TrueMotion
allows members to access the Company’s programs and care any time without the use of additional hardware beyond a member’s personal device. As a result, member engagement and satisfaction improved after the strategic transition. Moreover,
TrueMotion measures three-dimensional human motion across more than 100 unique points on a member’s body, which is more precise than sensors, as sensors were historically only attached to one or two joints of the body. As a result, members can
be confident in their movements as the Company’s technology provides more precise exercise form guidance and correction through AI-powered motion tracking, something that was significantly more limited
with sensors. With AI-powered motion tracking technology, the information gathered in a member’s exercise therapy session is

 March 10, 2025
 Page 3

then fed back into the Company’s data repository. This data allows the care team to improve the member’s care plan going forward, by adjusting exercises that the member may not have
been successful in completing or increasing difficulty for exercises that were too easy. This data also improves the Company’s AI and ML algorithms that drive the TrueMotion technology and the AI / machine learning
(“ ML ”) that is used to develop member care plans, creating a positive feedback loop that continuously improves the Company’s platform and programs. AI-powered motion tracking
technology also opens new opportunities for the Company to leverage AI / ML and augmented reality for new use cases, which could include voice control, where the member can speak back to the platform, or automating physical exams, where the
technology could take the member through a series of exercises while evaluating their mobility, range of motion, and overall performance, and sensing asymmetry that would be difficult to see with the human eye. These capabilities are not possible
with sensors. Moreover, this is a strategic decision for the Company’s business because it lowers the Company’s variable cost
of providing its programs since the Company no longer provides kits with tablets and wearable sensors. The Company believes this was a major shift that provides the Company with a competitive advantage because it can scale more rapidly and allocate
greater capital to develop its business. * * *

 March 10, 2025
 Page 4

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 463-3060 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Tad J. Freese

 Tad J. Freese of LATHAM & WATKINS
LLP

 cc:
 (via email)
 Daniel Perez, Hinge Health, Inc.
 David Wood, Hinge Health, Inc.
 James Budge, Hinge Health, Inc.
 Erica Kassman, Latham & Watkins LLP
 Alan F. Denenberg, Davis Polk & Wardwell LLP

February 28, 2025
David Wood
General Counsel
Hinge Health, Inc.
455 Market Street, Suite 700
San Francisco, California 94105
Re:Hinge Health, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted February 14, 2025
CIK No. 0001673743
Dear David Wood:
            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. Unless we note otherwise, any references to prior comments are to comments in
our February 4, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Risk Factors
A substantial portion of our client relationships are contracted through a limited number of
health plans and other partners, page 28
We note your revised disclosure in response to prior comment 2 that client contracts
through your top three partners, which are all large national health plans, accounted
for 43% of your revenue for the year ended December 31, 2023.  Please disclose the
amount of revenue attributable to each of your top three partners.  Disclose the
material terms of the agreements with your top three partners, including the identity of
the partners and termination provisions.  We note that your partnership agreements 1.

February 28, 2025
Page 2
may be terminated for "various reasons" after "a specified period."  Disclose the
expiration date of the agreements, the conditions under which the agreements may be
terminated, and whether the "specified period" has passed such that the contacts are
terminable for convenience by your partners.
Non-GAAP Financial Measures
Non-GAAP Loss from Operations and Operating Margin , page 111
2.We note from your response to prior comment 1 that the release of TrueMotion, your
AI-powered motion tracking technology, was intended to replace wearable sensors
and allow for members to use their personal devices. Please further explain why the
shift away from providing kits with tablets and wearable sensors is considered to be a
strategic decision and describe how this shift changes the nature of the services
provided through your platform.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Tad J. Freese

February 4, 2025
David Wood
General Counsel
Hinge Health, Inc.
455 Market Street, Suite 700
San Francisco, California 94105
Re:Hinge Health, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 17, 2025
CIK No. 0001673743
Dear David Wood:
            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. Unless we note otherwise, any references to prior comments are to comments in
our December 13, 2024 letter.

February 4, 2025
Page 2
Amendment No. 1 to Draft Registration Statement of Form S-1
Non-GAAP Financial Measures
Non-GAAP Loss from Operations and Operating Margin , page 111
1.We have reviewed your response and revised disclosures in response to prior
comment 4. We continue to evaluate your response. Please address the following
items:

•Please explain the transition period of your strategic decision to shift away from
providing kits with tablets and wearable sensors. Clarify if individuals that had
already received kits with tablets and wearable sensors can continue to use these
products.
•Clarify the impact, if any, to deferred inventory costs.
•Explain if the inventory balance as of December 31, 2023 consists of primarily
your Enso device.
Business, page 120
2.We note your response to prior comment 2 where you state that you are not wholly
reliant on partners for contracting with clients. However, on page 149 you state that as
of December 31, 2024, a majority of your clients were contracted through your
partnerships. Disclose the percentage of your revenue generated by sales through your
channel partners for each of the periods covered by your financial statements. Tell us
if any partners accounted for a material portion of your revenue in any period.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Tad J. Freese

December 13, 2024
David Wood
General Counsel
Hinge Health, Inc.
455 Market Street, Suite 700
San Francisco, California 94105
Re:Hinge Health, Inc.
Draft Registration Statement on Form S-1
Submitted November 15, 2024
CIK No. 0001673743
Dear David Wood:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note that you disclose your 12-month client retention rate as of September 30,
2024 and your client net promoter score as of October 31, 2024 and intend to disclose
your net dollar retention rate as of December 31, 2024.  Please disclose your retention
rates for the same periods and for all periods presented.
Risk Factors
"Our results of operations have in the past fluctuated and may in the future continue to
fluctuate on a quarterly and annual basis.", page 21
You state the termination or renegotiation by your significant partners of their
agreements with you could be an important factor in causing your revenues and 2.

December 13, 2024
Page 2
results of operations to fluctuate. You also state that a limited number of health plans
and other partners have been responsible for contracting and support with a majority
of your clients. To the extent material, disclose the material terms of the agreements
with your significant partners including the identity and termination provisions.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 94
3.We note your disclosure that you implemented a number of different marketing
formats, which helped increase membership applications per impression from your
legacy clients by 36% in a six-month period between the first quarter and the third
quarter of 2024, and by 62% in a 12-month period between the third quarter of 2023
and the third quarter of 2024. Revise your disclosure to indicate when you
implemented these marketing formats and clarify whether an increase in membership
applications also resulted in an increase in revenue for the periods indicated.
Non-GAAP Financial Measures
Non-GAAP Loss from Operations and Operating Margin, page 106
4.We note that you present non-GAAP measures to add back an excess and obsolete
inventory charge to gross profit and loss from operations. Please tell us how you
concluded that an excess and obsolete inventory charge is not a normal recurring
operating expense of your operations. For guidance, refer to Question 100.01 of the
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. In
addition, please ensure that your MD&A overview and cost of revenue discussions
adequately explains the nature and cost of the transition associated with this inventory
charge.
Business, page 114
5.Regarding international expansion, you state that you expanded into Canada in 2024
and expect to offer a global program to individuals in several additional countries
outside of the United States that are employees of U.S.-based multinational
corporations by the end of 2024 and grow that program in 2025. Please update your
disclosure here and wherever appropriate to provide information about the expansion
strategies undertaken in 2024, including the associated costs, any qualitative results,
and the status of the plans.
Principal and Selling Stockholders, page 174
6.Please disclose the natural persons who hold dispositive and/or voting power of
the shares being offered by entities such as 11.2 Capital and Coatue.
Consolidated Balance Sheet, page F-3
7.Your disclosure in Note 2 on page F-7 indicates that you consolidate Hinge Health
Digital P.C., which you disclose is considered a variable interest entity for which the
Company is the primary beneficiary. Please separately present the assets and liabilities
of the VIE on the face of the balance sheet as required by ASC 810-10-45-25. Please
advise or revise accordingly.

December 13, 2024
Page 3
Notes to the Consolidated Financial Statements, page F-7
8.We note your disclosure on page 100 that you currently cover eligible lives within the
United States and Canada. Please separately disclose your revenue generated in the
United States. In addition, separately disclose the total of your long-lived assets in the
United States. Refer to ASC 280-10-50-41.
Revenue Recognition, page F-13
9.Your disclosure indicates that your typical contracts are three years. Also, we note
you state that the "Company records accounts receivable when it has the
unconditional right to bill and receive payment regardless of whether revenue has
been recognized. Unbilled receivables include contractually billable invoices that are
not yet billed." Clarify your disclosure to explain whether customers may cancel their
contracts during this period and whether they are refundable. That is, please tell us
whether your contracts can be terminated by each party at any time without
compensating the other party for the termination. We refer you to Question 7 of the
FASB Revenue Implementation Guide Q&As. Explain how you determined the
contract duration. Refer to ASC 606-10-25-3. In addition, please disclose, if required,
the remaining performance obligations as outlined in ASC 606-10-50-13.
10.We note your disclosure that  "Enso device is sent to a member as part of the
Company’s platform, it constitutes a lease component as this device remains the
property of the Company and the member has the right to direct the use of the device
during the contract term." Please clarify how you determined that the inventory cost
of the devices should be amortized on a straight-line basis over the 12-month member
subscription period. In addition, please tell us whether the devices will have no
salvage value at the end of the subscription period.
11.You disclose "that the consideration is variable at contract outset, and the Company
estimates the volume of members based on historical experience and adjusts revenue
as members complete cohort milestones." Please tell us and disclose how you consider
constraining estimates of variable consideration. Refer to ASC 606-10-32-11.
Exhibits
12.We note that you entered into a management or administrative services agreement (an
“MSA”) with each of our affiliated professional entities. You state that \a material
change in your relationship with these entities, whether resulting from a dispute
among the entities, a challenge from a governmental regulator, a change in
government regulation, or the loss of these relationships or contracts, could impair
your ability to provide services to your members and could harm your business.
Please file the management or administrative services agreement with each of  your
affiliated professional entities as an exhibit to the registration statement. See
Item 601(b)(10) of Regulation S-K.
General
13.When referencing a study, survey, or report, please clarify the source of the
information and whether the research was commissioned by the Company or any of
its affiliates.  Refer to Rule 436 and Section 7 of the Securities Act.

December 13, 2024
Page 4
14.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-5176 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Tad J. Freese