SecProbe.io

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 Hyperfine, Inc.
 351 New Whitfield Street
 Guilford, CT 06437 May 19, 2026
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance Office of
Industrial Applications and Services 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Claudia Rios

 RE:
 Hyperfine, Inc.
 Registration Statement on Form S-3
 File No. 333-295807
 Request for Acceleration of Effectiveness
 Ladies and Gentlemen: In accordance with Rule
461 promulgated under the Securities Act of 1933, as amended, Hyperfine, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the Registration Statement on Form S-3
(File No. 333-295807) (the “ Registration Statement ”) to Thursday, May 21, 2026 at 4:00 p.m. Eastern Time, or as soon as possible thereafter.
 The cooperation of the staff in meeting the timetable described above is very much appreciated.
 The Company hereby authorizes Anne L. Bruno, Esq. of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. to orally modify or withdraw this
request for acceleration. The Company respectfully requests that it be notified of such effectiveness by a telephone call to
Ms. Bruno at (617) 832-6565 and that such effectiveness also be confirmed in writing. Any questions regarding this request may be addressed to Ms. Bruno.

 Very truly yours,

 HYPERFINE, INC.

 /s/ Brett Hale

 Brett Hale

 Chief Administrative Officer, Chief Financial Officer, Treasurer and Corporate Secretary

 cc:
 Hyperfine, Inc.
 Maria Sainz, President and Chief Executive Officer
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
 Anne L. Bruno, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 18, 2026

Brett Hale
Chief Financial Officer
Hyperfine, Inc.
351 New Whitfield Street
Guilford, Connecticut 06437

 Re: Hyperfine, Inc.
 Registration Statement on Form S-3
 Filed May 12, 2026
 File No. 333-295807
Dear Brett Hale:
 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 Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: Anne L. Bruno, Esq.
</TEXT>
</DOCUMENT>

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CORRESP

 HYPERFINE, INC.

351 New Whitfield Street

Guilford, Connecticut 06437

November 20, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Abby Adams

RE:
 Hyperfine, Inc.

Registration Statement on Form S-3

Filed November 9, 2023

File No. 333-275449

Acceleration Request

 Dear
Ms. Adams:

 With respect to the above-referenced Registration Statement on Form
S-3 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of
Hyperfine, Inc. (the “Company”), that the Securities and Exchange Commission accelerate the effective date of the Registration Statement to Wednesday, November 22, 2023, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

 The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please call John P. Condon of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 542-6000, with any comments or questions regarding the Registration Statement.

Very truly yours,

HYPERFINE, INC.

/s/ Brett Hale

Brett Hale

Chief Administrative Officer and Chief Financial Officer

cc:
 Maria Sainz, Hyperfine, Inc.

Michael L. Fantozzi, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States securities and exchange commission logo
November 17, 2023
Brett Hale
Chief Financial Officer and Chief Administrative Officer
Hyperfine, Inc.
351 New Whitfield Street
Guilford, Connecticut 06437
Re:Hyperfine, Inc.
Registration Statement on Form S-3
Filed November 9, 2023
File No. 333-275449
Dear Brett Hale:
            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 Abby Adams at 202-551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
January 28, 2022
Neela Paykel
General Counsel and Corporate Secretary
Hyperfine, Inc.
351 New Whitfield Street
Guilford, Connecticut 06437
Re:Hyperfine, Inc.
Registration Statement on Form S-1
Filed January 24, 2022
File No. 333-262300
Dear Ms. Paykel:
            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 Jessica Ansart at (202) 551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John Condon

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HYPERFINE, INC.

351 New Whitfield Street

Guilford, Connecticut 06437

January 28, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jessica Ansart

    RE:
    Hyperfine, Inc.

    Registration Statement on Form S-1

    File No. 333-262300

    Acceleration Request

Dear Ms. Ansart:

With respect to the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Hyperfine, Inc. (the “Company”),
that the Securities and Exchange Commission accelerate the effective date of the Registration Statement to Tuesday, February 1, 2022 at
4:00 p.m. Eastern Time, or as soon as practicable thereafter.

The cooperation of the staff
in meeting the timetable described above is very much appreciated.

Please call Michael L. Fantozzi
or John P. Condon of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 542-6000, with any comments
or questions regarding the Registration Statement.

    Very truly yours,

    Hyperfine, Inc.

    /s/
    Dave Scott

    Dave Scott

    Chief Executive Officer

    cc:
    Alok
    Gupta, Chief Financial Officer, Hyperfine, Inc.

    Neela
    Paykel, General Counsel and Corporate Secretary, Hyperfine, Inc.

    Michael
    L. Fantozzi, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    John
    P. Condon, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

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HealthCor Catalio Acquisition Corp.

55 Hudson Yards, 28th Floor

New York, NY 10001

November 24, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeanne Baker

  David Gessert

  Joe McCann

  Nudrat Salik

          Re: HealthCor
Catalio Acquisition Corp.
 Registration Statement on Form S-4, as amended
 File No. 333-259148

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, HealthCor Catalio Acquisition Corp. (the “Company”) hereby requests acceleration
of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on November 26, 2021, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone
that such Registration Statement be declared effective.

Please contact Debbie P. Yee,
P.C. of Kirkland & Ellis LLP at (713) 836-3630 or Sean T. Wheeler, P.C. of Kirkland & Ellis LLP at (713) 836-3427, as
soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Arthur Cohen

Arthur Cohen
 Chief Executive Officer

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HealthCor Catalio Acquisition Corp.

55 Hudson Yards, 28th Floor

New York, NY 10001

November 19, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attention: Jeanne Baker

David Gessert

Joe McCann

Nudrat Salik

 Re: HealthCor Catalio Acquisition Corp.

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

Filed November 8, 2021

File No. 333-259148

Ladies and Gentlemen:

This letter sets forth the response of HealthCor
Catalio Acquisition Corp. (the “Company,” “HealthCor,” “we”
and “our”) to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) set forth in your letter dated November 9, 2021,
with respect to the above referenced Amendment No. 3 to Registration Statement on Form S-4 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing Amendment No. 4 to the Registration Statement (the “Revised
Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Revised Registration Statement. Set forth below is the Company’s response to the Staff’s comments. For the Staff’s
convenience, we have incorporated your comments into this response letter in italics.

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

Risk Factors, page 97

 1. Staff’s Comment:

We have reviewed your response to prior comment 1. In
light of the nature of the error, the quantitative significance to certain of the individual line items between and within temporary and
permanent equity as well as your earnings per share calculations, and the fact that we do not believe your qualitative assessment under
SAB 99 overcomes our belief that these quantitatively material errors warrant restatement, we object to your SAB 99 analysis. Please restate
your financial statements, accordingly. Also, in light of the restatement, please reassess your conclusion that the significant deficiency
did not rise to the level of a material weakness.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that in its Quarterly Report on Form 10-Q filed with the SEC on November 18,
2021 and in the Revised Registration Statement, the Company has restated its financial statements to reclassify all redeemable equity instruments
to temporary equity from permanent equity, and has concluded there was a material weakness in internal control over financial reporting
due to the events that led to the Company’s restatement of its financial statements.

*****

We respectfully request the
Staff’s assistance in completing the review of the Revised Registration Statement as soon as possible. Please contact Debbie P.
Yee, P.C. of Kirkland & Ellis LLP at (713) 836-3630 or Sean T. Wheeler, P.C. of Kirkland & Ellis LLP at (713) 836-3427
with any questions or further comments regarding the responses to the Staff’s comments.

  Sincerely,

  HEALTHCOR
CATALIO ACQUISITION CORP.

 By: /s/ Arthur Cohen

    Name: Arthur Cohen

    Title: Chief Executive Officer

cc: Debbie P. Yee (Kirkland &
Ellis LLP)

  Sean
T. Wheeler (Kirkland & Ellis LLP)

United States securities and exchange commission logo
November 9, 2021
Arthur Cohen
Chief Executive Officer
HealthCor Catalio Acquisition Corp.
55 Hudson Yards, 28th Floor
New York, NY 10001
Re:HealthCor Catalio Acquisition Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Filed November 8, 2021
File No. 333-259148
Dear Mr. Cohen:
            We have reviewed your amended registration statement and have the following
comment.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 the comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 27, 2021 letter.
Form S-4/A Filed November 8, 2021
Risk Factors, page 97
1.We have reviewed your response to prior comment 1.  In light of the nature of the error,
the quantitative significance to certain of the individual line items between and within
temporary and permanent equity as well as your earnings per share calculations, and the
fact that we do not believe your qualitative assessment under SAB 99 overcomes our
belief that these quantitatively material errors warrant restatement, we object to your SAB
99 analysis.  Please restate your financial statements, accordingly.  Also, in light of the
restatement, please reassess your conclusion that the significant deficiency did not rise to
the level of a material weakness.

 FirstName LastNameArthur Cohen
 Comapany NameHealthCor Catalio Acquisition Corp.
 November 9, 2021 Page 2
 FirstName LastName
Arthur Cohen
HealthCor Catalio Acquisition Corp.
November 9, 2021
Page 2
            You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Debbie P. Yee, P.C.

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HealthCor Catalio Acquisition Corp.

55 Hudson Yards, 28th Floor

New York, NY 10001

November 8, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

 Attention: Jeanne Baker

David Gessert

Joe McCann

Nudrat Salik

 Re: HealthCor Catalio Acquisition Corp.

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

Filed October 13, 2021

File No. 333-259148

Ladies and Gentlemen:

This letter sets forth the
response of HealthCor Catalio Acquisition Corp. (the “Company,” “HealthCor,” “we”
and “our”) to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) set forth in your letter dated October 27, 2021, with
respect to the above referenced Amendment No. 2 to Registration Statement on Form S-4 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing Amendment No. 3 to the Registration Statement (the “Revised
Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Revised Registration Statement. Set forth below is the Company’s response to the Staff’s comments. For the Staff’s
convenience, we have incorporated your comments into this response letter in italics.

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

Risk Factors, page 97

 1. Staff’s Comment:

We note your risk
factor on page 96 that indicates you identified a significant deficiency in your internal control over financial reporting as of June
30, 2021. Additionally, this disclosure further states that your misclassification of the Class A ordinary shares was quantitatively material
to individual line items within the balance sheet, but not material to your reported financial position and is qualitatively immaterial
to your financial statements. Please respond to the following:

 · Provide us with your SAB 99 analysis supporting your conclusion that the error is not material to
your financial statements;

 · Explain in further detail how you concluded the error resulted from a significant deficiency in your
internal control over financial reporting, instead of a material weakness; and

 · Explain why you believe that the industry-wide issues and related insufficient risk assessment of
the underlying accounting for certain instruments led to your conclusion that the misclassification of the Class A ordinary shares represents
a significant deficiency.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that the Company evaluated the materiality of the misclassification error related to temporary equity and
permanent equity based on SEC Staff Accounting Bulletin No. 99, Materiality (“SAB 99”) and Staff Accounting
Bulletin No. 108, Considering the Effect of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
(“SAB 108”). In light of the guidance, we considered both the quantitative and qualitative factors for the
misstated items both individually and in the aggregate.

On a quantitative basis, we considered the impact of the reclassification
adjustment to be significant to certain individual line items but not to the financial statements taken as a whole. The line
items impacted were value of the shares subject to redemption, additional paid in capital, accumulated deficit and total shareholder’s
equity. After completing our SAB 99 analysis, the impact of the revisions to the Company’s financial statements for the balance
sheets dated as of January 29, 2021, March 31, 2021 and June 30, 2021 are reflected in the table below. Please note the adjustments below
are cumulative.

    Balance Sheet as of January 29, 2021 (Audited)
    As Previously
 Reported
    Adjustment
    As Revised
    Percentage

Change

    Class A ordinary shares subject to possible redemption
    $ 196,231,090
    $ 10,768,910
    $ 207,000,000
      5.5 %

    Class A ordinary shares
    $ 169
    $ (108 )
    $ 61
      (63.9 )%

    Additional paid-in capital
    $ 5,004,316
    $ (5,004,316 )
    $ —
      (100 )%

    Accumulated deficit
    $ (5,000 )
    $ (5,764,486 )
    $ (5,769,486 )
      >100 %

    Total Shareholders’ Equity
    $ 5,000,003
    $ (10,768,910 )
    $ (5,768,907 )
      (>100 )%

    Balance Sheet as of March 31, 2021

    Class A ordinary shares subject to possible redemption
    $ 196,082,323
    $ 10,917,677
    $ 207,000,000
      5.6 %

    Class A ordinary shares
    $ 170
    $ (109 )
    $ 61
      (64.1 )%

    Additional paid-in capital
    $ 5,153,081
    $ (5,153,081 )
    $ —
      (100 )%

    Accumulated deficit
    $ (153,766 )
    $ (5,764,487 )
    $ (5,918,253 )
      >100 %

    Total Shareholders’ Equity
    $ 5,000,003
    $ (10,917,677 )
    $ (5,917,674 )
      (>100 )%

    Balance Sheet as of June 30, 2021

    Class A ordinary shares subject to possible redemption
    $ 194,648,426
    $ 12,351,574
    $ 207,000,000
      6.4 %

    Class A ordinary shares
    $ 185
    $ (124 )
    $ 61
      (67.0 )%

    Additional paid-in capital
    $ 6,586,963
    $ (6,586,963 )
    $ —
      (100 )%

    Accumulated deficit
    $ (1,587,660 )
    $ (5,764,487 )
    $ (7,352,147 )
      >100 %

    Total Shareholders’ Equity
    $ 5,000,006
    $ (12,351,574 )
    $ (7,351,568 )
      (>100 )%

    2

Notwithstanding
the quantitative significance of these adjustments to the individual line items between and within temporary and permanent equity,
the Company also noted that the total assets and total liabilities were not affected. Further, the Company’s income statement
was not materially impacted and required only minor changes related solely to weighted average shares and earnings per share
(“EPS”), with no changes to net income or loss, and the adjustment had no effect on the Company’s
statement of cash flows or its cash position. With respect to weighted average shares and EPS, as a result of the
change in presentation for the Class A ordinary shares subject to redemption, the Company revised its EPS calculation to allocate
net income (loss) evenly between Class A ordinary shares and Class B ordinary shares, as opposed to allocating net income (loss) solely to the Class B ordinary shares.
This presentation contemplates a business combination as the most likely outcome for the Company, in which case, both classes of
ordinary shares share pro rata in the income (loss) of the Company. The changes to weighted average shares and EPS for the three
months ended March 31, 2021 and June 30, 2021 and the six months ended June 30, 2021 are reflected in the table below.

    As Previously

 Reported

 For the Three

 Months Ended

 March 31, 2021
    As Revised

For the Three

 Months Ended

 March 31, 2021
    As Previously

 Reported

 For the Three

 Months Ended

 June 30, 2021
    As Revised

For the Three

 Months Ended

 June 30, 2021
    As Previously

 Reported

For the Six

 Months Ended

 June 30, 2021
    As Revised

 For the Six

 Months Ended

 June 30, 2021

    Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
      19,623,109
      14,446,156
      19,607,812
      21,314,000
      19,613,951
      17,899,050

    Basic and diluted net income (loss) per common share, Class A ordinary shares
    $ —
    $ (0.01 )
    $ —
    $ (0.05 )
    $ —
    $ (0.07 )

    Basic and diluted weighted average shares outstanding, Class B ordinary shares subject to possible redemption
      6,113,916
      4,957,500
      6,881,188
      5,175,000
      6,494,516
      5,066,851

    Basic and diluted net income (loss) per share, Class B ordinary shares
    $ (0.03 )
    $ (0.01 )
    $ (0.21 )
    $ (0.05 )
    $ (0.25 )
    $ (0.07 )

The Company’s management concluded that
the revisions noted above were not qualitatively significant such that the judgment of a reasonable investor relying upon
the financial statements would have been influenced by the revisions. The Company’s prepared SAB 99 memo and analysis was used
to support this conclusion.

The Company also considered the factors described
below in determining that the reclassification adjustment is not material on a qualitative basis under SAB 99 and SAB 108.

    Qualitative Consideration
    Company’s Assessment

    Arises from an item that can be precisely measured or is an estimate
    The Company can calculate the impact precisely. Management believes
the misstatement is related to an incorrect application of ASC 480, as well as the Company’s adherence to the then-standard application
of ASC 480 by other special purpose acquisition companies (“SPACs”), and not an indication of a management
bias in the Company’s financial reporting.

    Results in a change of earnings trends or other trends
    Since there was no change to the net loss, the misstatement does not
change the Company’s overall earnings trends year over year. In addition, as a special purpose acquisition company,
the Company is not measured on earnings since its primary purpose is to merge with an operating company.

    Results in a failure to meet analysts’ / management’s expectations
    Analyst expectations for SPACs are not based on net income/loss or
earnings per share, but rather are based on the quality of the business combination that is ultimately entered into. In addition, prior
to a business combination, operating earnings are limited to organizational activities, and therefore operations are not robust enough
to warrant attention from equity analysts. Another important factor noted is that the reclassification adjustment is a non-cash adjustment
that would be recorded in the Balance Sheet as a reclassification from permanent to temporary equity. Additionally, we considered that upon a business combination, since the redemption rights will expire, all of the shares will be classified
as permanent equity, and the classification prior to the business combination will become moot. From an investor or analyst
point of view, when assessing a company, most non-cash items (in particular this one) are not deemed to have a significant impact.

    Changes income into a loss or vice versa
    Since there was no change to the net loss, the adjustment does not result
in a change from net income to a net loss.

    Segment information and related trends
    N/A

    3

    Affects compliance with regulatory requirements
    To qualify for initial listing on The Nasdaq Capital Market, the Company
was required to have a minimum of $5 million of stockholders' equity under the “equity standard” in order to be listed on
the exchange. Once the Company is listed on the exchange, the Company is not subject to a requirement to maintain $5 million in stockholders'
equity for continued listing on the Nasdaq Capital Market, and can instead comply with the “market value standard” which requires
a minimum market value of $35 million of listed securities. Therefore, subsequent changes to equity are not expected to affect the Company's
listing status.

    Affects
    compliance with loan covenants
    N/A

    Increases
    management compensation
    Since there was no change to the net loss, the reclassification adjustment
would not result in management compensation increases.

    Conceals
    an unlawful act
    The reclassification adjustment
    would not conceal an unlawful act.

    Company
    organizational documents
    The Company’s memorandum and articles of association specifically state that
the Company cannot consummate a business combination if it has less than $5 million of net tangible assets at closing.  As a
result, irrespective of whether the SEC requires  the Company to present all public shares as temporary equity, the
Company would still need to have the necessary $5 million of net tangible assets to close. Thus, the presentation
between permanent equity versus temporary equity is not impactful and does not affect the actual redemption amount, which is important
to SPAC investors. Additionally, it does not impact the Company's resources to conduct its activities.

    Taxation
    impact
    There is no change in taxation,
    either in terms of a profit and loss charge or cash taxes to be paid.

    Other
    As the Company is a SPAC,
    it has no operations, no revenue, no employees, a limited corporate lifespan, and a segregated trust account that earns the prevailing
    money market rates as its only source of income. As a result, since there are no conventionally meaningful valuation metrics upon
    which to value the Company’s shares, it is evident that investors value the shares based on the Company’s perceived prospects
    for completing a business combination.

 As part of the Company’s internal
controls over financial reporting environment, the Company engages third-party financial reporting and technical accounting
consultants to assist with complex accounting and reporting issues that require the input of trained professionals. This team of
third-party consultants holds active CPA licenses and, collectively, has over 25 years of complex accounting and reporting
experience, including over eight years of experience consulting for SPACs. Conclusions on complex and technical matters are reviewed
and approved by management and the audit committee prior to all SEC filings, demonstrating the existence of a corporate governance
structure. The adherence to these adopted controls would provide reasonable assurance of the appropriate accounting and reporting
treatment of any complex or unusual transaction. The Company prepared a comprehensive analysis of ASC 480-10-S99-3A and determined
that its accounting treatment to maintain a minimum balance of $5,000,001 as shareholders’ equity (consistent with the
requirements of the Company's articles of association discussed above) was in accordance with generally accepted accounting
principles, and was also consistent with the then long-standing SPAC industry practice. After management’s assessment of the
existence and adherence to the Company’s internal control over financial reporting environment, management evaluated the
control implications of the misstatement and whether the misstatement was indicative of a control deficiency, significant deficiency
or material weakness. The term significant deficiency is defined under Rule 12b-2 of the Securities Exchange Act of 1934, as
amended, as a “deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe
than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s
financial reporting.” The Company’s management determined that the deficiency at hand was deemed important enough to
merit attention by those responsible for oversight of the Company’s financial reporting and, as such, is a significant
deficiency.   However, the Company’s management does not believe this significant deficiency rises to the level of
material weakness. PCAOB AS 2201.69 lists the following as indicators of a material weakness:

    4

 · identification of fraud, whether or not material, on the part of senior management; 

 · restatement of previously issued financial statements to reflect the correction of a material misstatement; 

 · identification by the auditor of a material misstatement of financial statements in the current period
in circumstances that indicate that the misstatement would not have been detected by the company's internal control over financial reporting;
and 

 · ineffective oversight of the company’s external financial reporting and internal control over
financial reporting by the company's audit committee. 

The Company’s management did not
identify any of the above factors as applicable with respect to the deficiency note

United States securities and exchange commission logo
October 27, 2021
Arthur Cohen
Chief Executive Officer
HealthCor Catalio Acquisition Corp.
55 Hudson Yards, 28th Floor
New York, NY 10001
Re:HealthCor Catalio Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed October 13, 2021
File No. 333-259148
Dear Mr. Cohen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 8, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Risk Factors, page 97
1.We note your risk factor on page 96 that indicates you identified a significant deficiency
in your internal control over financial reporting as of June 30, 2021.  Additionally, this
disclosure further states that your misclassification of the Class A ordinary shares was
quantitatively material to individual line items within the balance sheet, but not material to
your reported financial position and is qualitatively immaterial to your financial
statements.  Please respond to the following:
•Provide us with your SAB 99 analysis supporting your conclusion that the error is not
material to your financial statements;

 FirstName LastNameArthur Cohen
 Comapany NameHealthCor Catalio Acquisition Corp.
 October 27, 2021 Page 2
 FirstName LastName
Arthur Cohen
HealthCor Catalio Acquisition Corp.
October 27, 2021
Page 2
•Explain in further detail how you concluded the error resulted from a significant
deficiency in your internal control over financial reporting, instead of a material
weakness; and
•Explain why you believe that the industry-wide issues and related insufficient risk
assessment of the underlying accounting for certain instruments led to your
conclusion that the misclassification of the Class A ordinary shares represents a
significant deficiency.
Background of the Business Combination, page 122
2.We note the changes made in response to prior comment number 2 and we reissue the
comment in part.  With reference to the disclosure at the bottom of page 124 and top of
page 125, please provide tabular disclosure of the results of the comparable company
analysis performed by HealthCor's management.  The table should include each metric
that was compared and present those metrics for each of the comparable companies as
well as the combined Hyperfine and Liminal entity.
            You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Debbie P. Yee, P.C.

CORRESP
1
filename1.htm

HealthCor Catalio Acquisition Corp.

55 Hudson Yards, 28th Floor

New York, NY 10001

October 13, 2021

VIA EDGAR

 Attention: Jeanne Baker

    David Gessert

    Joe McCann

    Nudrat Salik

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

 Re: HealthCor Catalio Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed September 29, 2021

File No. 333-259148

Ladies and Gentlemen:

This letter sets forth the
response of HealthCor Catalio Acquisition Corp. (the “Company” or “HealthCor”) to
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission set forth in your letter dated October 8, 2021, with respect to the above referenced Amendment No. 1 to Registration
Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of this letter,
the Company is filing Amendment No. 2 to the Registration Statement (the “Revised Registration Statement”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.
Set forth below is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated
your comments into this response letter in italics.

Amendment No. 1 to Registration Statement on Form S-4

The Business Combination Agreement

Background of the Business Combination, page 121

 1. Staff’s Comment:

We note your response to prior comment
5. Please revise to clarify how the valuation discussed on page 124 for the combined companies agreed to in the LOI was developed
by May 26, 2021 when significant changes were made to the underlying revenue estimates following that date. Alternately, clarify
why the significant changes to revenue estimates that occurred after May 26, 2021 did not affect the valuation for the combined companies
agreed to in the LOI.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 124 through 126 of the Revised Registration Statement.

HealthCor's Board of Directors' Reasons for the Approval of the
Business Combination, page 125

 2. Staff’s Comment:

We note the changes made in response
to prior comment 6 on pages 126 and 127 disclosing that the the HealthCor Board considered the enterprise value of at least 11 comparable
publicly traded companies. Please expand your disclosure to describe this analysis. In addition to the analysis itself, your disclosure
should include, without limitation, all material criteria and assumptions that management used to determine that the selected
companies were the most comparable to the combined Hyperfine and Liminal.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 124 through 126 of the Revised Registration Statement.

U.S. Federal Income Tax Considerations, page 169

 3. Staff’s Comment:

We note the following statement
on page 170: "THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY." This statement appears to be an inappropriate disclaimer
as investors are entitled to rely on the opinion expressed. Please remove the statement or advise. Further, please revise the rest of
the statement and similar statements on pages 173, 175 and 176 to clarify that individuals may want to consult with their own tax
advisor or counsel only to the extent that their personal tax consequences of an investment may vary as a result of different tax situations,
and to remove the implication that the recommendation disclaims reliance on counsel's opinion as to the tax consequences of the domestication,
an exercise of redemption rights and ownership and disposition of shares of New Hyperfine Class A common stock. Refer to Staff Legal
Bulletin No. 19, Part III.D.1 for guidance.

    2

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 171, 174, 176 and 177 of the Revised Registration Statement.

Hyperfine, Inc. and Liminal Sciences, Inc.

Notes to Combined Financial Statements

Note 5. Inventories, page F-48

 4. Staff’s Comment:

We note your response to prior comment
16. Please expand your disclosures to discuss the nature of the “manufacturing process” performed by your employees. If such
costs solely relate to warehousing logistics coordination and material sourcing activities, please clarify. Also, in light of the fact
that your inventories primarily consist of finished goods which are produced by the Company’s third party contract manufacturers,
please address the need to clarify your references to “estimated costs of completion” on page 255, “indirect production
costs” on page F-48 and “inventory acquired or produced” on page F- 72.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 257, F-39, F-40, F-49, F-69 and F-72 of the Revised Registration
Statement. The Company also confirms that Hyperfine, Inc. and Liminal Sciences, Inc. (collectively, the “Target Company”)
acquire finished goods from the Target Company’s contract manufacturer and the manufacturing overhead costs incurred by the Target
Company relate solely to warehousing, logistics coordination, material sourcing, and production planning activities.

*****

    3

We respectfully request the
Staff’s assistance in completing the review of the Revised Registration Statement as soon as possible. Please contact Debbie P.
Yee, P.C. of Kirkland & Ellis LLP at (713) 836-3630 or Sean T. Wheeler, P.C. of Kirkland & Ellis LLP at (713) 836-3427
with any questions or further comments regarding the responses to the Staff’s comments.

    Sincerely,

    HEALTHCOR CATALIO ACQUISITION CORP.

    By:
    /s/ Art Cohen

    Name:
    Art Cohen

    Title:
    Chief Executive Officer

    cc:
    Debbie P. Yee (Kirkland & Ellis LLP)

    Sean T. Wheeler (Kirkland & Ellis LLP)

United States securities and exchange commission logo
October 8, 2021
Arthur Cohen
Chief Executive Officer
HealthCor Catalio Acquisition Corp.
55 Hudson Yards, 28th Floor
New York, NY 10001
Re:HealthCor Catalio Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed September 29, 2021
File No. 333-259148
Dear Mr. Cohen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 21, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
The Business Combination Agreement
Background of the Business Combination, page 121
1.We note your response to prior comment 5.  Please revise to clarify how the valuation
discussed on page 124 for the combined companies agreed to in the LOI was developed
by May 26, 2021 when significant changes were made to the underlying revenue estimates
following that date.  Alternately, clarify why the significant changes to revenue
estimates that occurred after May 26, 2021 did not affect the valuation for the combined
companies agreed to in the LOI.

 FirstName LastNameArthur Cohen
 Comapany NameHealthCor Catalio Acquisition Corp.
 October 8, 2021 Page 2
 FirstName LastNameArthur Cohen
HealthCor Catalio Acquisition Corp.
October 8, 2021
Page 2
HealthCor's Board of Directors' Reasons for the Approval of the Business Combination, page
125
2.We note the changes made in response to prior comment 6 on pages 126 and 127
disclosing that the the HealthCor Board considered the enterprise value of at least 11
comparable publicly traded companies.  Please expand your disclosure to describe this
analysis.  In addition to the analysis itself, your disclosure should include, without
limitation, all material criteria and assumptions that management used to determine that
the selected companies were the most comparable to the combined Hyperfine and
Liminal.
U.S. Federal Income Tax Considerations, page 169
3.We note the following statement on page 170: "THE FOLLOWING IS FOR
INFORMATIONAL PURPOSES ONLY."  This statement appears to be an inappropriate
disclaimer as investors are entitled to rely on the opinion expressed.  Please remove the
statement or advise.  Further, please revise the rest of the statement and similar statements
on pages 173, 175 and 176 to clarify that individuals may want to consult with their own
tax advisor or counsel only to the extent that their personal tax consequences of an
investment may vary as a result of different tax situations, and to remove the implication
that the recommendation disclaims reliance on counsel's opinion as to the tax
consequences of the domestication, an exercise of redemption rights and ownership and
disposition of shares of New Hyperfine Class A common stock.  Refer to Staff Legal
Bulletin No. 19, Part III.D.1 for guidance.
Hyperfine, Inc. and Liminal Sciences, Inc.
Notes to Combined Financial Statements
Note 5. Inventories, page F-48
4.We note your response to prior comment 16.  Please expand your disclosures to discuss
the nature of the “manufacturing process” performed by your employees.  If such costs
solely relate to warehousing logistics coordination and material sourcing activities, please
clarify.  Also, in light of the fact that your inventories primarily consist of finished goods
which are produced by the Company’s third party contract manufacturers, please address
the need to clarify your references to “estimated costs of completion” on page 255,
“indirect production costs” on page F-48 and “inventory acquired or produced” on page F-
72.

            You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Joe McCann at 202-551-6262 with any other
questions.

 FirstName LastNameArthur Cohen
 Comapany NameHealthCor Catalio Acquisition Corp.
 October 8, 2021 Page 3
 FirstName LastName
Arthur Cohen
HealthCor Catalio Acquisition Corp.
October 8, 2021
Page 3
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Debbie P. Yee, P.C.

CORRESP
1
filename1.htm

HealthCor Catalio Acquisition Corp.

55 Hudson Yards, 28th Floor

New York, NY 10001

September 29, 2021

VIA EDGAR

 Attention: Jeanne Baker

David Gessert

Joe McCann

Nudrat Salik

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

 Re: HealthCor Catalio Acquisition Corp.

Registration Statement on Form S-4

Filed August 30, 2021

File No. 333-259148

Ladies and Gentlemen:

This letter sets forth the
response of HealthCor Catalio Acquisition Corp. (the “Company” or “HealthCor”) to
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission set forth in your letter dated September 21, 2021, with respect to the above referenced Registration Statement on Form S-4
(the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing Amendment
No. 1 to the Registration Statement (the “Revised Registration Statement”). Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement. Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

Registration Statement on Form S-4 Filed
August 30, 2021

The Business Combination Agreement

Background of the Business Combination, page 111

 1. Staff’s Comment:

We note your response to prior comment
7 but are unable to locate changes addressing the comment. As previously requested, please revise the Background of the Business Combination
section to identify the representatives of Hyperfine, Liminal and/or 4Catalyzer who were involved in discussions with HealthCor and/or
Jefferies throughout the course of the negotiations.

RESPONSE:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 123 and 124 of
the Revised Registration Statement.

 2. Staff’s Comment:

We note the revisions made in response
to prior comment 10 and we reissue the comment in part. Please expand to clarify why HealthCor's model reflected a materially reduced
valuation ($570 million) of Hyperfine and Liminal as compared to the one initially proposed on April 13 by Hyperfine and Liminal
(in excess of $800 million).

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 124 of the Revised Registration
Statement.

 3. Staff’s Comment:

We note your response to prior comment
13 but are unable to locate changes addressing the comment. As previously requested, please revise the April 13 entry to clarify
the actual combined dollar valuation proposed by Hyperfine and Liminal, and tell us whether that proposal provided separate valuations
for Hyperfine and Liminal.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 123 of the Revised Registration
Statement.

Certain Projected Financial Information, page 117

 4. Staff’s Comment:

We note your response to comment
15. Please address the following:

 · It appears that one of the material assumptions underlying projected revenue growth is the expected
recurring revenue from the subscription-based business. Specifically, as the base of installed units grows, the cumulative carry-over
effect will result in increased revenue each successive year as the business continues to grow. Please further expand your disclosures
to further discuss the assumptions underlying the different projected revenue streams, which appear to be unit sales and subscription-
based services; and

    2

 · As previously requested, please explain how management and the Board considered and relied upon these
projections, particularly in light of the limited historical commercial operations of Hyperfine, Inc. and Liminal Sciences, Inc.

RESPONSE:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 26, 27, 126, 129, 130 and
131 of the Revised Registration Statement.

The sources of revenue
for the business as reflected in the Projections, and previously described, are primarily attributed to the sale of the Hyperfine
Swoop portable MRI scanners and its associated hosted software that allows image storage, image viewing, data processing &
analysis, and AI applications. Specifically, Hyperfine’s business model provides for two purchase options. A customer can
purchase the device, at which point revenue is recognized upfront and then there is a required hosted software subscription typically
recognized over a 36-month term. Alternatively, a customer can purchase a full subscription in which the device ownership is
maintained by the company and the subscription fee covers the use of the device and hosted software subscription services, which is
recognized over a 36-month term.

As previously disclosed on
page 130 of the Revised Registration Statement, the device placements were based on an understanding of the number of U.S.-based
hospitals and the estimated uptake within the hospitals understanding that over time each hospital could potentially use three devices
to cover the intensive care unit, emergency room, and operating room. Further, as previously disclosed, the Projections anticipated international
expansion beginning in 2022.

It is through these device
placements and required hosted software subscription services that Hyperfine generates both device and service revenue. Given the nature
of subscription-based services, any unit sold in a particular year will continue to derive revenue for a minimum of 36 months. Thus, each
year, the units sold are added to the opening number of units in the following year and generate revenue ratably along with new sales
within the current year leading to a steep revenue trajectory within a rapidly growing business.

 5. Staff’s Comment:

We note your response to prior comments
17, 18 and 19 but are unable to locate changes that address the comments. As previously requested, please revise to address the following:

 · Clarify whether the financial projections disclosed here were the only projections or material financial
information that Hyperfine and Liminal presented to the HealthCor board for purposes of negotiating the terms of the Business Combination
Agreement. If not, please disclose such information, forecasts and/or projections;

 · Describe how the parties were able to negotiate what proved to be the final valuations and reach agreement
on other material terms in May if HealthCor did not receive financial projections from Hyperfine and Liminal until June 10;

    3

 · Disclose what the HealthCor board did with the projections it received and whether it used these same
projections, or altered ones, in its financial model(s) and analyses.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 124 and 129 of the Revised Registration
Statement.

Recommendation of HealthCor's Board of Directors,
page 124

 6. Staff’s Comment:

We note your response to prior comment
20 but are unable to locate changes made in response. As previously requested, please revise to clarify here whether HealthCor’s
Board conducted any financial analysis or analyses that support its determination that the merger is in the best interests of shareholders
and its recommendation to vote for the business combination, or advise.

RESPONSE:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 126, 127, 129 and 137 of
the Revised Registration Statement.

U.S. Federal Income Tax Considerations, page 153

 7. Staff’s Comment:

We note the revisions you made in
response to prior comment 21. We further note that counsel does not appear to opine on whether or not HealthCor is likely to be classified
as a PFIC and, if so, what the material tax consequences to U.S. Holders will be. Counsel's opinion should not assume the tax consequence
at issue or any legal conclusion underlying the opinion. Please revise the tax opinion and related sections accordingly. Refer to Staff
Legal Bulletin No. 19, Part III.C.3 for guidance.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 17, 85, 86, 97 and 174 of the Revised Registration
Statement.

Counsel respectfully
advises the Staff that it does not base its opinion set forth in the Form S-4 and Exhibit 8.1 on whether or not Healthcor is a PFIC.
Counsel has made revisions to the Form S-4 to clarify that counsel is unable to express an opinion on Healthcor’s
qualification as a PFIC due to the fact intensive nature of the inquiry and that the status cannot be determined until after the
close of such taxable year, as noted in Staff Legal Bulletin No. 19, Part III.C.1 and footnote 43 and 44 thereunder. We believe this
approach is consistent with market practice and seen in many precedents, including Consonance-HFW Acquisition Corp. (File No.
333-256146, CIK No. 0001824893), which was cited to counsel by the Staff as an example.

Unaudited Pro Forma Condensed Combined Financial
Information, page 164

 8. Staff’s Comment:

We note your response to comment
27. It appears that the pro forma statements of operations do not include certain expenses that are not expected to have a continuing
impact, including nonrecurring management compensation expense discussed in Notes 3(h) and (i) on page 174 and transaction
costs discussed in Note 3(b) on page 171. We remind you of the updated pro forma financial information guidance provided in
SEC Release 33-10786, which amended Article 11 of Regulation S-X, under which it would appear these expenses should be reflected
in your pro forma statements of operations. Please revise your pro forma statements of operations or further advise. Refer to 11-02 (a)(6)(i)(B) of
Regulation S-X.

    4

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment. Although Notes 3(h) and 3(i) are related to expenses which are not expected to have a continuous
effect on the combined results, these adjustments were reflected in the unaudited pro forma condensed combined statements of operations
for the year ended December 31, 2020 in compliance with SEC Release No. 33-10786.

The transaction costs which
are discussed in the Note 3(b) are related to the following:

 · Adjustments 3(b)(1) through 3(b)(3) are related to the payment of the deferred underwriting
commission and other transaction costs which have already been recognized in the historical financial statements of the combining companies;

 · Adjustment 3(b)(4) is related to the payment of other costs which are expected to be incurred through
the deal close and are deemed to be incremental and directly attributable to the Business Combination and as such are capitalizable within
equity. Thus, there is no corresponding adjustment for these costs in the unaudited pro forma condensed combined statements of operations;

 · Adjustment 3(b)(5) is related to recognition of certain costs of Hyperfine, which are capitalized
as an asset in the historical financial statements of Hyperfine and which are deemed to be incremental and directly attributable to the
Business Combination, as a reduction to the transaction proceeds. Thus, there is no corresponding adjustment for these costs in the unaudited
pro forma condensed combined statements of operations.

 9. Staff’s Comment:

We note your response to comment
28. The most significant adjustments on your pro forma statements of operations are for compensation expense related to various equity
awards. In this regard, please address the following:

 · We continue to believe additional disclosures should be provided to discuss the most significant underlying
assumptions used to determine the compensation expense in Note 3(f), 3(g), and 3(h)(2). For example in Note 3(f), you note that the grant
date fair value of the awards were estimated using the Monte Carlo simulation; however it is not clear what significant assumptions were
used in the simulation to arrive at the grant date fair value; and

    5

 · It appears that adjustment 3(f) only reflects certain Earn-Out shares discussed on page 168.
Please further clarify in your disclosures the amount of shares included in this adjustment as well as how you determined which shares
to include.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 185, 192 and 193 of the Revised Registration
Statement.

 10. Staff’s Comment:

We note your response to comment
36. Your response indicates that the only recent equity issuances were Hyperfine options granted in April 2021 and Liminal options
granted in May 2021. As previously requested, please help us better understand how the fair value of the common stock of Hyperfine
and Liminal which was used to to value these issuances reconciles to the valuations as indicated based on the terms of the Business Combination.
Please also clarify whether these are the options discussed in Note 3(h)(2) to the pro forma statements of operations.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment. Hyperfine granted options on April 14, 2021 to various employees and consultants in the normal course
of business. The fair value of these options utilized a common stock value based on a February 2021 Section 409A valuation
performed by its external valuation firm utilizing a Backsolve Option Pricing methodology as discussed further below. In addition to these
grants, additional grants were made on April 27, 2021 to Hyperfine’s new Chief Executive Officer and to Hyperfine’s new
Chairman of the Board. It is these grants to the Chief Executive Officer and to the Chairman that are discussed in Note 3(h)(2) to
the pro forma condensed combined statements of operations. The Company also notes that no expense
has been recognized for these awards in the operating results of the company to date given there existed a performance condition in the award that had
not yet been deemed probable.

As noted in our previous response,
the difference between the value of the common stock as utilized in the April 14, 2021 grants and valuation indicated by the terms
of the Business Combination is primarily attributable to the following factors:

    6

 • The
                                            February 2021 Section 409A valuation utilized the Backsolve Option Pricing methodology ("OPM")
                                            to determine the total equity value of Hyperfine as implied by Hyperfine's recent Series
                                            D preferred stock financing that began in October 2020 with a final closing in February 2021.
                                            The total equity value was then allocated to the various equity classes taking into account
                                            Hyperfine's capital structure and the rights and preferences of each class of shares, and
                                            then assumed reasonable inputs for the other OPM variables (i.e., expected time to liquidity,
                                            volatility, and risk-free rate). The total equity value was then iterated in the model until
                                            the model output value for the equity class sold in a recent financing round equals the price
                                            paid in that round. A 25% discount for lack of marketability was then applied to the value
                                            of a common share.

 • The value for the Business

United States securities and exchange commission logo
September 21, 2021
Arthur Cohen
Chief Executive Officer
HealthCor Catalio Acquisition Corp.
55 Hudson Yards, 28th Floor
New York, NY 10001
Re:HealthCor Catalio Acquisition Corp.
Registration Statement on Form S-4
Filed August 30, 2021
File No. 333-259148
Dear Mr. Cohen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed August 30, 2021
The Business Combination Agreement
Background of the Business Combination, page 111
1.We note your response to prior comment 7 but are unable to locate changes addressing the
comment.  As previously requested, please revise the Background of the Business
Combination section to identify the representatives of Hyperfine, Liminal and/or
4Catalyzer who were involved in discussions with HealthCor and/or Jefferies throughout
the course of the negotiations.
2.We note the revisions made in response to prior comment 10 and we reissue the comment
in part.  Please expand to clarify why HealthCor's model reflected a materially reduced
valuation ($570 million) of Hyperfine and Liminal as compared to the one initially

 FirstName LastNameArthur Cohen
 Comapany NameHealthCor Catalio Acquisition Corp.
 September 21, 2021 Page 2
 FirstName LastNameArthur Cohen
HealthCor Catalio Acquisition Corp.
September 21, 2021
Page 2
proposed on April 13 by Hyperfine and Liminal (in excess of $800 million).
3.We note your response to prior comment 13 but are unable to locate changes addressing
the comment.  As previously requested, please revise the April 13 entry to clarify the
actual combined dollar valuation proposed by Hyperfine and Liminal, and tell us whether
that proposal provided separate valuations for Hyperfine and Liminal.
Certain Projected Financial Information, page 117
4.We note your response to comment 15.  Please address the following:
•It appears that one of the material assumptions underlying projected revenue growth
is the expected recurring revenue from the subscription-based business.  Specifically,
as the base of installed units grows, the cumulative carry-over effect will result in
increased revenue each successive year as the business continues to grow.  Please
further expand your disclosures to further discuss the assumptions underlying the
different projected revenue streams, which appear to be unit sales and subscription-
based services; and
•As previously requested, please explain how management and the Board considered
and relied upon these projections, particularly in light of the limited historical
commercial operations of Hyperfine, Inc. and Liminal Sciences, Inc.
5.We note your response to prior comments 17, 18 and 19 but are unable to locate changes
that address the comments.  As previously requested, please revise to address the
following:
•Clarify whether the financial projections disclosed here were the only projections or
material financial information that Hyperfine and Liminal presented to the HealthCor
board for purposes of negotiating the terms of the Business Combination Agreement.
If not, please disclose such information, forecasts and/or projections;
•Describe how the parties were able to negotiate what proved to be the final valuations
and reach agreement on other material terms in May if HealthCor did not receive
financial projections from Hyperfine and Liminal until June 10;
•Disclose what the HealthCor board did with the projections it received and whether it
used these same projections, or altered ones, in its financial model(s) and analyses.
Recommendation of HealthCor's Board of Directors, page 124
6.We note your response to prior comment 20 but are unable to locate changes made in
response.  As previously requested, please revise to clarify here whether HealthCor’s
Board conducted any financial analysis or analyses that support its determination that the
merger is in the best interests of shareholders and its recommendation to vote for the
business combination, or advise.
U.S. Federal Income Tax Considerations, page 153
7.We note the revisions you made in response to prior comment 21.  We further note that
counsel does not appear to opine on whether or not HealthCor is likely to be classified as a

 FirstName LastNameArthur Cohen
 Comapany NameHealthCor Catalio Acquisition Corp.
 September 21, 2021 Page 3
 FirstName LastName
Arthur Cohen
HealthCor Catalio Acquisition Corp.
September 21, 2021
Page 3
PFIC and, if so, what the material tax consequences to U.S. Holders will be.  Counsel's
opinion should not assume the tax consequence at issue or any legal conclusion
underlying the opinion.  Please revise the tax opinion and related sections accordingly.
Refer to Staff Legal Bulletin No. 19, Part III.C.3 for guidance.
Unaudited Pro Forma Condensed Combined Financial Information, page 164
8.We note your response to comment 27.  It appears that the pro forma statements of
operations do not include certain expenses that are not expected to have a continuing
impact, including nonrecurring management compensation expense discussed in Notes
3(h) and (i) on page 174 and transaction costs discussed in Note 3(b) on page 171.  We
remind you of the updated pro forma financial information guidance provided in SEC
Release 33-10786, which amended Article 11 of Regulation S-X, under which it would
appear these expenses should be reflected in your pro forma statements of operations.
Please revise your pro forma statements of operations or further advise.  Refer to 11-02
(a)(6)(i)(B) of Regulation S-X.
9.We note your response to comment 28.  The most significant adjustments on your pro
forma statements of operations are for compensation expense related to various equity
awards.  In this regard, please address the following:
•We continue to believe additional disclosures should be provided to discuss the most
significant underlying assumptions used to determine the compensation expense in
Note 3(f), 3(g), and 3(h)(2).  For example in Note 3(f), you note that the grant date
fair value of the awards were estimated using the Monte Carlo simulation; however it
is not clear what significant assumptions were used in the simulation to arrive at the
grant date fair value; and
•It appears that adjustment 3(f) only reflects certain Earn-Out shares discussed on
page 168.  Please further clarify in your disclosures the amount of shares included in
this adjustment as well as how you determined which shares to include.
10.We note your response to comment 36.  Your response indicates that the only recent
equity issuances were Hyperfine options granted in April 2021 and Liminal options
granted in May 2021.  As previously requested, please help us better understand how the
fair value of the common stock of Hyperfine and Liminal which was used to to value
these issuances reconciles to the valuations as indicated based on the terms of the
Business Combination.  Please also clarify whether these are the options discussed in Note
3(h)(2) to the pro forma statements of operations.
Business of Hyperfine and Liminal, page 183
11.We note your response to prior comment 31 related to the principal purposes for the
business combination and PIPE proceeds.  Please expand your disclosure to describe the
approximate amount intended for each such purpose.

 FirstName LastNameArthur Cohen
 Comapany NameHealthCor Catalio Acquisition Corp.
 September 21, 2021 Page 4
 FirstName LastName
Arthur Cohen
HealthCor Catalio Acquisition Corp.
September 21, 2021
Page 4
Potential market expansion, page 190
12.We note the revisions you made in response to prior comment 32 on pages 195 and 196,
in particular the disclosure in the second paragraph on page 196 that "Liminal has not
commercialized or obtained regulatory authorization for any of its products and its
operations to date have been limited to developing its technology and products."  Please
expand your disclosure to provide potential investors an adequate basis for assessing
where you believe you are in the development and regulatory approval process with
respect to your expansion opportunities in the area of a brain sensing platform and MRI
robotic guided intervention.
Exclusive License Agreements with The General Hospital Corporation (d/b/a Massachusetts
General Hospital), page 207
13.We note your response to prior comment 34 that Hyperfine will be obligated to pay MGH
a percentage "in the low double digits."  Please revise to disclose the rate Hyperfine will
be obligated to pay within a ten percentage point range.
Management Following the Business Combination, page 241
14.We note your response to prior comment 30.  Please revise to clarify whether any of the
executive officers or directors following the business combination have worked with the
Liminal business and how many current Liminal executive officers and directors will join
the combined company.
Basis of Presentation and Principles of Combination, page F-38
15.We note your response to comment 38.  Please also confirm that Hyperfine and Liminal
were under common control for the entire periods for which combined financial
statements have been presented.
Note 2. Summary of Signficant Accounting Policies
Inventories, page F-41
16.We note your response to comment 39.  Please address the following:
•Your disclosures on page F-49 indicate that manufacturing overhead costs primarily
include the allocation of labor costs incurred related to inventory acquired or
produced but not sold during the respective period.  Please better clarify the nature of
these labor costs; and
•Please help us better understand why charges associated with writing inventory down
to lower of cost or net realizable value are also included in overheads rather than
being recorded directly in cost of sales.
•As previously requested, please explain herein or within Management’s Discussion
and Analysis, why you had $213,000 write down in inventory during the year ended
December 31, 2020 as this inventory was purchased during the same period.
Refer to ASC 330-10-30.

 FirstName LastNameArthur Cohen
 Comapany NameHealthCor Catalio Acquisition Corp.
 September 21, 2021 Page 5
 FirstName LastName
Arthur Cohen
HealthCor Catalio Acquisition Corp.
September 21, 2021
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.
            You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Debbie P. Yee, P.C.

CORRESP
1
filename1.htm

HealthCor Catalio Acquisition Corp.

55 Hudson Yards, 28th Floor

New York, NY 10001

August 30, 2021

VIA EDGAR

Attention: Jeanne Baker

  David Gessert

  Joe McCann

  Nudrat Salik

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

 Re: HealthCor Catalio Acquisition Corp.

Draft Registration Statement on Form S-4

Submitted July 19, 2021

CIK No. 0001833769

Ladies and Gentlemen:

This letter sets forth the
response of HealthCor Catalio Acquisition Corp. (the “Company” or “HealthCor”) to
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission set forth in your letter dated August 23, 2021, with respect to the above referenced Draft Registration Statement on Form S-4
(the “Draft Registration Statement”). Concurrently with the submission of this letter, the Company is publicly
filing the Registration Statement (the “Revised Registration Statement”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Revised Registration Statement. Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

Draft Registration Statement on Form S-4

Cover Page

 1. Staff’s Comment:

With reference
to Regulation S-K, Item 501(b), please revise the cover page to simplify the presentation, particularly as it relates to the fourth and
fifth paragraphs. In revising the cover page, please highlight the following:

 · You are acquiring two companies under common control and these companies currently operate separately
with no prior history as a combined entity;

 · The right of shareholders to redeem their shares and provide a cross reference to the section(s) of
the proxy/prospectus which explain the applicable process; and

 · The percentage of New Hyperfine capital stock, and aggregate voting power, that HealthCor Catalio Acquisition
Corp.’s Public Shareholders are expected to hold immediately following the closing of the business combination.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on the cover page of the Revised Registration Statement.

Summary

Conditions to Closing of the Business Combination, page 28

 2. Staff’s Comment:

Please revise your disclosure to clarify each
condition that is subject to being waived and state which party may waive such condition. In this regard we note your disclosure in
the section Conditions to Closing of the Business Combination beginning on page 103.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 28 and 120 of the Revised Registration Statement.

Interests of HealthCor Directors and Officers in the Business Combination,
page 30

 3. Staff’s Comment:

Please expand your disclosure here
to quantify the aggregate dollar amount and describe the nature of what the HealthCor sponsor and its affiliates have at risk that depends
on completion of a business combination. Include the current value of securities held, loans extended, fees due, out-of-pocket expenses
and other items for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s
officers and directors, if material. Further, please clarify if the HealthCor sponsor and its affiliates can earn a positive rate of return
on their investment, even if other HealthCor shareholders experience a negative rate of return in the post-business combination company.
Please also highlight this information in your Questions and Answers and/or Summary discussion.

      2

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 19, 30, 31, 141 and 142 of the Revised Registration Statement.

Risk Factors, page 44

 4. Staff’s Comment:

Please revise to disclose the material
risks to unaffiliated investors presented by taking the company public through a merger rather than an underwritten offering. These risks
could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements
or omissions in a registration statement.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 45 of the Revised Registration Statement.

 5. Staff’s Comment:

With reference to the risk factor
disclosed on page 46 concerning the material weakness in internal controls, please disclose here and on page 33, if true, that you have
not hired a chief financial officer.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 35 and 47 of the Revised Registration Statement
to disclose that Hyperfine recently hired a Chief Financial Officer.

The Business Combination Agreement

Background of the Business Combination, page 120

 6. Staff’s Comment:

Noting your disclosure on page 121,
expand your disclosure to describe the substantive discussions HealthCor entered into with other private healthcare companies that occurred
from February 2021 to May 2021.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 122 and 123 of the Revised Registration Statement.

      3

 7. Staff’s Comment:

Please revise the Background of the
Business Combination section to identify the representatives of Hyperfine, Liminal and/or 4Catalyzer who were involved in the introductions
and negotiations.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 123 of the Revised Registration Statement.

 8. Staff’s Comment:

Please revise to disclose the proposed
rationale and material terms of the May 20 letter of intent. Provide similar disclosure for the the same day counterproposal.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 123 of the Revised Registration Statement.

 9. Staff’s Comment:

Please tell us, and revise as applicable
to indicate, whether the parties discussed the potential purchase and sale of Hyperfine without the accompanying Liminal business/assets.
Also tell us whether any other 4Catalyzer businesses or assets were discussed during the negotiations.

RESPONSE:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 123 of the Revised
Registration Statement. In addition, the Company confirms that the parties did not discuss the potential purchase and sale of
Hyperfine without Liminal or Liminal's assets, and did not discuss the potential purchase and sale of other 4Catalyzer businesses or
assets during the negotiations.

 10. Staff’s Comment:

With reference to the second full
paragraph on page 122, revise to describe "HealthCor's financial model", including the material inputs and assumptions used
in the model and any material changes made during the April/May 2021 timeframe. With reference to the final bullet point on page 123,
revise to disclose similar information concerning "Hyperfine's and Liminal's financial model". In your revised disclosure, it
should be clear why HealthCor's model reflected a materially reduced valuation ($570 million) as compared to the one initially proposed
on April 13 by Hyperfine and Liminal (in excess of $800 million).

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 123 and 124 of the Revised Registration Statement.

      4

 11. Staff’s Comment:

We note your discussions of the "wall
cross" investor meetings conducted with PIPE Investors throughout June and early July. Please revise to disclose the key terms negotiated
with the PIPE investors.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 124 of the Revised Registration Statement.

 12. Staff’s Comment:

We note that the parties to the business
combination signed the non-binding LOI on May 26 but the parties did not execute the business combination until the terms of the PIPE
investment were set. Please revise to indicate whether one or both parties to the business combination specified or negotiated the size
of the PIPE investment and, if applicable, whether the PIPE negotiations impacted the terms of the executed Business Combination Agreement.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 124 of the Revised Registration Statement.

 13. Staff’s Comment:

Please revise the April 13 entry
to clarify the actual combined dollar valuation proposed by Hyperfine and Liminal, and tell us whether that proposal provided separate
valuations for Hyperfine and Liminal.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 123 of the Revised Registration Statement.

HealthCor's Board of Directors Reasons for the Approval of the Business
Combination, page 123

 14. Staff’s Comment:

Your disclosure on pages 26-27 indicates
that you received historical and current information for each of Hyperfine’s and Liminal’s business. Please revise, here or
elsewhere, as applicable, to disclose the historical and current information that impacted the Board’s determination.

RESPONSE:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 123, 124 and 126 of the
Revised Registration Statement.

      5

Certain Projected Financial Information, page 126

 15. Staff’s Comment:

In regards to the Projections prepared
by the management of Hyperfine, Inc. and Liminal Sciences, Inc., please expand your disclosures to address the following:

 · Further explain the nature of the material assumptions underlying the significant revenue and gross
margin growth rates. To the extent necessary, ensure you address differing assumptions for Hyperfine, Inc and Liminal Sciences, Inc. In
addition, disclose (i) the assumed timing for regulatory authorizations for your Swoop Portable MR Imaging System outside the US, including
the assumed success rate of receiving approvals in each of the major markets outside of the US and/or other products in development for
which you have assumed successful commercialization and (ii) identify the material product revenues streams underlying these projections;

 · Address whether projections were provided for financial line items below Gross Margin. If so, please
provide such line items and explain the nature of the material assumptions underlying those line items. If not, address the risks associated
with only reviewing revenue and gross margin projections; and

 · Explain how management and the Board considered and relied upon these projections, particularly in
light of the limited historical commercial operations of Hyperfine, Inc. and Liminal Sciences, Inc.

RESPONSE:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 126, 129 and 130 of the
Revised Registration Statement.

 16. Staff’s Comment:

Please expand to identify the key
assumptions related to the company's serviceable addressable market, the timing of its international expansion, the growth of its commercial
organization and the anticipated sales cycle process underlying the revenue projections at the bottom of page 127.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 129 and 130 of the Revised Registration Statement.

      6

 17. Staff’s Comment:

Please revise to disclose all the
projections and other material financial information that Hyperfine and Liminal presented to the HealthCor Board for purposes of negotiating
the terms of the Business Combination Agreement. In this regard, we note that Hyperfine and Liminal representatives in April proposed
a combined pre-money equity valuation of the two companies in excess of $800 million and that in late May the parties executed an LOI
that valued Hyperfine at $464 million and Liminal at $106 million. It is unclear how that parties were able to negotiate what proved to
be the final valuations and reach agreement on other material terms in May if HealthCor did not receive financial projections from Hyperfine
and Liminal until June 10.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 129 of the Revised Registration Statement. As disclosed in
the Revised Registration Statement on page 123, Hyperfine and Liminal initially provided financial projections relating to the respective
companies to HealthCor following the execution of a Confidential Disclosure Agreement. HealthCor’s management’s reviewed such
information over the next several weeks with representatives of Hyperfine and Liminal. Based on discussion between the parties, such financial
projections continued to be refined until June 10, when they were deemed to be final and formed the basis for the terms of the Business
Combination Agreement.

 18. Staff’s Comment:

Your disclosure on pages 26-27 indicates
that you received forecast projections for each of Hyperfine and Liminal. Accordingly, please revise to disclose all projections provided
to the HealthCor Board for the Hyperfine and Liminal businesses.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 126 of the Revised Registration Statement.

 19. Staff’s Comment:

Revise to disclose what HealthCor
did with the projections it received and whether it used these same projections, or altered ones, in its financial model(s) and analyses.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages  126 of the Revised Registration Statement.

      7

Recommendation of HealthCor’s Board of Directors, page 133

 20. Staff’s Comment:

Based on this Recommendation section
and the “HealthCor’s Board of Directors’ Reasons for the Approval of the Business Combination” section, it is
unclear whether HealthCor’s Board conducted any financial analysis or analyses that support its determination that the merger is
in the best interests of shareholders and its recommendation to vote for the business combination. Please revise or advise.

RESPONSE:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 125 through 127 of the Revised Registration Statement.

U.S. Federal Income Tax Considerations, page 165

 21. Staff’s Comment:

Please revise to include a tax opinion
covering the material tax consequences of the domestication and redemption. With reference to your disclosure on page 170 concerning your
likely status as a PFIC, please revise so that the disclosure/opinion concerning the tax consequences of the domestication is not "subject
to the PFIC rules" which are discussed elsewhere in the prospectus. For guidance concerning assumptions and opinions subject to uncertainty,
please refer to Staff Legal Bulletin No. 19. Revise the Q&A and Summary sections accordingly.

RESPONSE:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 16, 17, 85, 86, 169 and
170 of the Revised Re

United States securities and exchange commission logo
August 23, 2021
Christopher Gaulin
Chief Executive Officer
HealthCor Catalio Acquisition Corp.
55 Hudson Yards, 28th Floor
New York, NY 10001
Re:HealthCor Catalio Acquisition Corp.
Draft Registration Statement on Form S-4
Submitted July 19, 2021
CIK No. 0001833769
Dear Mr. Gaulin:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4
Cover Page
1.With reference to Regulation S-K, Item 501(b), please revise the cover page to simplify
the presentation, particularly as it relates to the fourth and fifth paragraphs.  In revising the
cover page, please highlight the following:
•You are acquiring two companies under common control and these companies
currently operate separately with no prior history as a combined entity;
•The right of shareholders to redeem their shares and provide a cross reference to the
section(s) of the proxy/prospectus which explain the applicable process; and
•The percentage of New Hyperfine capital stock, and aggregate voting power, that
HealthCor Catalio Acquisition Corp.’s Public Shareholders are expected to

 FirstName LastNameChristopher Gaulin
 Comapany NameHealthCor Catalio Acquisition Corp.
 August 23, 2021 Page 2
 FirstName LastNameChristopher Gaulin
HealthCor Catalio Acquisition Corp.
August 23, 2021
Page 2
hold immediately following the closing of the business combination
Summary
Conditions to Closing of the Business Combination, page 28
2.Please revise your disclosure to clarify each condition that is subject to being waived and
state which party may waive such condition.  In this regard we note your disclosure in the
section Conditions to Closing of the Business Combination beginning on page 103.
Interests of HealthCor Directors and Officers in the Business Combination, page 30
3.Please expand your disclosure here to quantify the aggregate dollar amount and
describe the nature of what the HealthCor sponsor and its affiliates have at risk that
depends on completion of a business combination.  Include the current value of securities
held, loans extended, fees due, out-of-pocket expenses and other items for which the
sponsor and its affiliates are awaiting reimbursement.  Provide similar disclosure for the
company’s officers and directors, if material.  Further, please clarify if the HealthCor
sponsor and its affiliates can earn a positive rate of return on their investment, even if
other HealthCor shareholders experience a negative rate of return in the post-business
combination company.  Please also highlight this information in your Questions and
Answers and/or Summary discussion.
Risk Factors, page 44
4.Please revise to disclose the material risks to unaffiliated investors presented by taking the
company public through a merger rather than an underwritten offering.  These risks
could include the absence of due diligence conducted by an underwriter that would
be subject to liability for any material misstatements or omissions in a registration
statement
5.With reference to the risk factor disclosed on page 46 concerning the material weakness in
internal controls, please disclose here and on page 33, if true, that you have not hired a
chief financial officer.
The Business Combination Agreement
Background of the Business Combination, page 120
6.Noting your disclosure on page 121, expand your disclosure to describe the substantive
discussions HealthCor entered into with other private healthcare companies that
occurred from February 2021 to May 2021.
7.Please revise the Background of the Business Combination section to identify the
representatives of Hyperfine, Liminal and/or 4Catalyzer who were involved in the
introductions and negotiations.
8.Please revise to disclose the proposed rationale and material terms of the May 20 letter of
intent.  Provide similar disclosure for the the same day counterproposal.

 FirstName LastNameChristopher Gaulin
 Comapany NameHealthCor Catalio Acquisition Corp.
 August 23, 2021 Page 3
 FirstName LastNameChristopher Gaulin
HealthCor Catalio Acquisition Corp.
August 23, 2021
Page 3
9.Please tell us, and revise as applicable to indicate, whether the parties discussed the
potential purchase and sale of Hyperfine without the accompanying Liminal
business/assets.  Also tell us whether any other 4Catalyzer businesses or assets were
discussed during the negotiations.
10.With reference to the second full paragraph on page 122, revise to describe
"HealthCor's financial model", including the material inputs and assumptions used in the
model and any material changes made during the April/May 2021 timeframe.  With
reference to the final bullet point on page 123, revise to disclose similar information
concerning "Hyperfine's and Liminal's financial model".  In your revised disclosure, it
should be clear why HealthCor's model reflected a materially reduced valuation ($570
million) as compared to the one initially proposed on April 13 by Hyperfine and Liminal
(in excess of $800 million) .
11.We note your discussions of the "wall cross" investor meetings conducted with PIPE
Investors throughout June and early July.  Please revise to disclose the key terms
negotiated with the PIPE investors.
12.We note that the parties to the business combination signed the non-binding LOI on May
26 but the parties did not execute the business combination until the terms of the PIPE
investment were set.  Please revise to indicate whether one or both parties to the business
combination specified or negotiated the size of the PIPE investment and,
if applicable, whether the PIPE negotiations impacted the terms of the executed Business
Combination Agreement.
13.Please revise the April 13 entry to clarify the actual combined dollar valuation proposed
by Hyperfine and Liminal, and tell us whether that proposal provided separate valuations
for Hyperfine and Liminal.
HealthCor's Board of Directors Reasons for the Approval of the Business Combination, page 123
14.Your disclosure on pages 26-27 indicates that you received historical and current
information for each of Hyperfine’s and Liminal’s business.  Please revise, here or
elsewhere, as applicable, to disclose the historical and current information that impacted
the Board’s determination.
Certain Projected Financial Information, page 126, page 126
15.In regards to the Projections prepared by the management of Hyperfine, Inc. and Liminal
Sciences, Inc., please expand your disclosures to address the following:
•Further explain the nature of the material assumptions underlying the significant
revenue and gross margin growth rates.   To the extent necessary, ensure you address
differing assumptions for Hyperfine, Inc and Liminal Sciences, Inc.  In addition,
disclose (i) the assumed timing for regulatory authorizations for your Swoop Portable
MR Imaging System outside the US, including the assumed success rate of receiving
approvals in each of the major markets outside of the US and/or other products in

 FirstName LastNameChristopher Gaulin
 Comapany NameHealthCor Catalio Acquisition Corp.
 August 23, 2021 Page 4
 FirstName LastNameChristopher Gaulin
HealthCor Catalio Acquisition Corp.
August 23, 2021
Page 4
development for which you have assumed successful commercialization and (ii)
identify the material product revenues streams underlying these projections;
•Address whether projections were provided for financial line items below Gross
Margin.  If so, please provide such line items and explain the nature of the material
assumptions underlying those line items.  If not, address the risks associated with
only reviewing revenue and gross margin projections; and
•Explain how management and the Board considered and relied upon these
projections, particularly in light of the limited historical commercial operations of
Hyperfine, Inc. and Liminal Sciences, Inc.
Certain Projected Financial Information, page 126
16.Please expand to identify the key assumptions related to the company's serviceable
addressable market, the timing of its international expansion, the growth of its commercial
organization and the anticipated sales cycle process underlying the revenue projections at
the bottom of page 127.
17.Please revise to disclose all the projections and other material financial information that
Hyperfine and Liminal presented to the HealthCor Board for purposes of negotiating the
terms of the Business Combination Agreement.  In this regard, we note that Hyperfine and
Liminal representatives in April proposed a combined pre-money equity valuation of the
two companies in excess of $800 million and that in late May the parties executed an LOI
that valued Hyperfine at $464 million and Liminal at $106 million.  It is unclear how that
parties were able to negotiate what proved to be the final valuations and reach agreement
on other material terms in May if HealthCor did not receive financial projections from
Hyperfine and Liminal until June 10.
18.Your disclosure on pages 26-27 indicates that you received forecast projections for each
of Hyperfine and Liminal.  Accordingly, please revise to disclose all projections provided
to the HealthCor Board for the Hyperfine and Liminal businesses.
19.Revise to disclose what HealthCor did with the projections it received and whether it used
these same projections, or altered ones, in its financial model(s) and analyses.
Recommendation of HealthCor's Board of Directors, page 133
20.Based on this Recommendation section and the “HealthCor’s Board of Directors’ Reasons
for the Approval of the Business Combination” section, it is unclear whether HealthCor’s
Board conducted any financial analysis or analyses that support its determination that the
merger is in the best interests of shareholders and its recommendation to vote for the
business combination.  Please revise or advise.
U.S. Federal Income Tax Considerations, page 165
21.Please revise to include a tax opinion covering the material tax consequences of the
domestication and redemption.  With reference to your disclosure on page 170 concerning

 FirstName LastNameChristopher Gaulin
 Comapany NameHealthCor Catalio Acquisition Corp.
 August 23, 2021 Page 5
 FirstName LastNameChristopher Gaulin
HealthCor Catalio Acquisition Corp.
August 23, 2021
Page 5
your likely status as a PFIC, please revise so that the disclosure/opinion concerning the tax
consequences of the domestication is not "subject to the PFIC rules" which are discussed
elsewhere in the prospectus.  For guidance concerning assumptions and opinions subject
to uncertainty, please refer to Staff Legal Bulletin No. 19. Revise the Q&A and Summary
sections accordingly.
Unaudited Pro Forma Condensed Combined Information, page 177, page 177
22.We note that the pro forma financial information will reflect the Subscription Agreements
entered into with PIPE Investors.  As such, please expand your description of the pro
forma financial information on page 177, accordingly.
23.We note the new Technology and Services Exchange Agreement will become effective
upon the Closing as disclosed on page 261.  Please address the following:
•Expand your disclosures to address the material financial terms of this agreement,
including any consideration you could be required to pay; and
•Tell us what consideration you gave to reflecting this new agreement in the pro forma
financial information.
24.Please discuss the impact the Domestication will have on your financial statements.
Address the 21,314,000 Class A common stock and 5,175,000 shares of Class B common
stock to be issued in the Domestication referred to in (v) under Proposal No. 5 on page iii.
In this regard, it is not clear that these shares are reflected in your pro forma common
shares outstanding on page 181.
25.You disclose in the second paragraph under Note 1 that the consideration to be received
by the existing Hyperfine and Liminal stockholders in connection with the Business
Combination will be an aggregate number of shares of New Hyperfine common stock
equal to $564,759 divided by $10.00 per share.  Based on this disclosure, it appears that
56,475,900 shares of New Hyperfine stock will be issued.  Please reconcile this number of
shares to the pro forma  common shares outstanding table which indicates that Hyperfine
and Liminal Stockholders will, on a combined basis, own 47,938,098 shares.
26.We note the disclosures on page F-29 regarding the Founder Shares and the conversion of
these shares into Class A ordinary shares such that the number of Class A ordinary shares
issuable upon conversion will equal 20% of the sum of a calculated amount of Class A
ordinary shares.  Please help us better understand how these conversion terms are
reflected in the pro forma number of outstanding shares and the corresponding ownership
percentages disclosed on page 181.
27.Please disclose the nature of the incremental and directly attributable  transaction costs
reflected in adjustment 3(b)(2).  Also, disclose the nature of the additional costs at the
close of the Business Combination determined to be not directly attributable and
incremental to the Business Combination reflected in adjustment 3(b)(3).  Address the
need to reflect the costs associated with adjustment 3(b)(3) in the pro forma statement of
operations.

 FirstName LastNameChristopher Gaulin
 Comapany NameHealthCor Catalio Acquisition Corp.
 August 23, 2021 Page 6
 FirstName LastName
Christopher Gaulin
HealthCor Catalio Acquisition Corp.
August 23, 2021
Page 6
28.With reference to Note 3(f), please provide the underlying assumptions used to
determine the compensation expense related to restricted stock units granted to the CEO
of Hyperfine as well as the compensation expense related to option awards granted to
CEO and Chairman of the Board of Hyperfine.  Provide similar disclosures as it relates to
your adjustments set forth in Notes 3(g) and 3(h).
29.For note 3(j), please also disclose any shares not included for anti-dilution reasons.
Business of Hyperfine and Liminal, page 198
30.We note that the Business section appears to focus almost exclusively on Hyperfine's
business and operations.  Please revise to include under a separate header a discussion of
the historical development and operating plans for the Liminal business/assets.  As part of
this discussion, please discuss why 4Catalyzer placed the Liminal business with 4Bionics
LLC instead of with Hyperfine.  Disclose whether there are synergies between the
Hyperfine and Liminal businesses and whether they will operate separately or will
be integrated.  With reference to the disclosure on page 211 and 249, clarify whether any
of the executive officers following the business combination have worked with the
Liminal business and how many current Liminal employees will join the combined
company.
31.Please revise to disclose the principal purposes for the business combination and PIPE
proceeds and the approximate amount intended for such purposes.
Potential market expansion, page 206
32.With regard to your brain sensing platform and MRI robotic guided intervention, please
expand to describe the current state of development of these programs and discuss steps
for the regulatory approval, if any.
Intellectual Property, page 214
33.Please expand your disclosure to a