SecProbe.io

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 December 8, 2025
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street NE
 Washington, D.C. 20549-6010

 Attn:
 Nicholas O’Leary

 Re:
 Lumexa Imaging Holdings, Inc. (the “Company”)

  
 Registration Statement on Form S-1 (File No. 333-291590) (the “Registration Statement”) Ladies and Gentlemen:
 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we the undersigned, for
ourselves and on behalf of the several underwriters, in connection with the Registration Statement, advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions
and others prior to the requested effective time of the Registration Statement. We advise that we have complied and will continue to comply, and that the
participating underwriters have informed us that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
 We hereby join in the request of the Company that the effectiveness of the Registration Statement be accelerated to 4:00 p.m. Eastern Time on
December 10, 2025, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange
Commission. [Remainder of page intentionally left blank]

 Very truly yours,

 BARCLAYS CAPITAL INC. J.P. MORGAN
SECURITIES LLC JEFFERIES LLC As representatives of
the several underwriters

 BARCLAYS CAPITAL INC.

 By:

 /s/ Alejandra Fernandez

 Name: Alejandra Fernandez

 Title: Managing Director

 J.P. MORGAN SECURITIES LLC

 By:

 /s/ Ben Burdett

 Name: Ben Burdett

 Title: Managing Director

 JEFFERIES LLC

 By:

 /s/ Kevin Lacerda

 Name: Kevin Lacerda

 Title: Managing Director
 [Signature Page to Request for Acceleration of Effectiveness]

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 December 8, 2025
 Lumexa Imaging Holdings, Inc.
 4200 Six Forks Road, Suite 1000
 Raleigh, North Carolina 27609 Via EDGAR
 U.S. Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549-3720

 Attention:
 Nicholas O’Leary

 Re:
 Lumexa Imaging Holdings, Inc.

  
 Registration Statement on Form S-1

  
 File No. 333-291590

  
 Acceleration Request
 Requested Date: December 10, 2025
 Requested Time: 4:00 P.M., Eastern Time
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, Lumexa Imaging Holdings, Inc. (the “ Company ”), hereby requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-291590 (the “ Registration Statement ”), be accelerated so that the Registration Statement will become effective at 4:00 P.M.,
Eastern Time, on December 10, 2025, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and
Exchange Commission. We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Samir A.
Gandhi of Sidley Austin LLP at (212) 839-5684 or Alexander E. Csordas of Sidley Austin LLP at (212) 839-5738.

 Very truly yours,

 /s/ Caitlin Zulla

 Caitlin Zulla Chief Executive
Officer

 Lumexa Imaging Holdings, Inc.

 cc:
 Caitlin Zulla, Lumexa Imaging Holdings, Inc.
 J. Anthony Martin, Lumexa Imaging Holdings, Inc.
 Julie Szeker, Lumexa Imaging Holdings, Inc.
 Samir A. Gandhi, Sidley Austin LLP
 Alexander E. Csordas, Sidley Austin LLP
 Craig E. Marcus, Ropes & Gray LLP
 Tristan VanDeventer, Ropes & Gray LLP

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 SIDLEY AUSTIN LLP 787 SEVENTH AVENUE
 NEW YORK, NY 10019 +1 212 839 5300
 +1 212 839 5599 FAX
 AMERICA • ASIA PACIFIC • EUROPE

 December 2, 2025
 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: Nicholas O’Leary

 Re:
 Lumexa Imaging Holdings, Inc.
 Amendment No. 3 to Draft Registration Statement on Form S-1
 Submitted October 10, 2025
 Registration Statement on Form S-1
 Filed November 17, 2025
 File
No.
333-291590                                         
 Ladies and Gentlemen: On behalf
of our client, Lumexa Imaging Holdings, Inc. (the “ Registrant ”), we hereby file this letter in response to comments from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and
Exchange Commission (the “ Commission ”) contained in its letter dated November 24, 2025, relating to the above referenced (1) Amendment No. 3 to Draft Registration Statement on Form
 S-1 that was submitted to the Commission on October 10, 2025 and (2) Registration Statement on Form S-1 that was filed with the Commission on November 17,
2025 (the “ Registration Statement ”). We are concurrently filing via EDGAR this letter and an amendment to the Registration Statement (“ Amendment No. 1 ”).
 In this letter, we have recited the comments from the Staff in italicized and bolded type and have followed each comment with the
Registrant’s response in ordinary type. Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to Amendment No. 1. Capitalized terms used but not
defined in the Registrant’s responses have the meanings assigned to them in Amendment No. 1.

 December 2, 2025 Page 2

 Registration Statement on Form S-1 filed November 17, 2025
 Capitalization, page 54

 1.
 We note your disclosures on page 53 that certain existing common units of Holdings LLC may become
eligible to receive additional newly issued shares of our common stock upon a distribution from Holdings LLC or a liquidation of Holdings LLC. Please better clarify in your disclosures how it was determined which existing common units would be
eligible as well as what consideration you gave to these terms in your accounting for these common units. Please specifically address your consideration of ASC
 815-40-15. Certain existing
incentive units of Holdings LLC will remain outstanding following the offering (the “ Rollover Incentive Units ”). These Rollover Incentive Units are held by (1) members of the Registrant’s management team who are no
longer employed by the Registrant or any of its subsidiaries and who have satisfied any service-based vesting requirements applicable to their outstanding Rollover Incentive Units, (2) departed physicians and who have satisfied any
service-based vesting requirements applicable to their outstanding Rollover Incentive Units, (3) certain current physicians who are employed through the Registrant’s consolidated managed physician practice variable interest entities (the
“ VIE Physicians ”) and (4) certain current physicians who are employed directly by the Registrant or one of its subsidiaries (“ Employee Physicians ”) (together, the “ Rollover Incentive Unit
Holders ” and, the holders referenced in clauses (1), (2) and (3), the “ Non-Service-Provider Holders ”). As a point of clarity, although there is no current or direct employment
relationship between the Non-Service-Provider Holders and the Registrant or its subsidiaries for legal purposes, the VIE Physicians are considered employees under ASC 718-10-55-85A. Because there is no current or direct
employment relationship between the Non-Service-Provider Holders and the Registrant or its subsidiaries, and in contrast to the treatment of the other currently outstanding incentive units of Holdings LLC that
are held by current and direct service providers other than the Employee Physicians, the Non-Service-Provider Holders will not receive public company stock options or restricted stock awards in exchange for
their Rollover Incentive Units in connection with the offering. Although the Employee Physicians would technically be eligible to receive public company stock options or restricted stock awards in exchange for their Rollover Incentive Units in
connection with the offering, in order to treat the VIE Physicians and the Employee Physicians the same, the Employee Physicians will also not receive public company stock options or restricted stock awards in exchange for their Rollover Incentive
Units in connection with the offering. Instead, all Rollover Incentive Units will remain outstanding in Holdings LLC with their terms unchanged and, upon a distribution from Holdings LLC or a liquidation of Holdings LLC, assuming such Rollover
Incentive Units are vested, be eligible to receive shares of the Registrant’s common stock (the “ Distributed Shares ”) to be issued based on the value of the Rollover Incentive Units at the time of the distribution or
liquidation, as determined by the board of managers of Holdings LLC and after taking into account any distribution threshold applicable to such Rollover Incentive Units.

 December 2, 2025 Page 3

 As part of the consideration to be delivered to Holdings LLC in connection with the
contribution of 100% of the shares of Lumexa Imaging Intermediate Holdings, Inc. and Lumexa Imaging Outpatient Intermediate Holdings, Inc. to the Registrant (as described in the second bullet on page 52 of Amendment No. 1), the Registrant will
agree to issue the Distributed Shares as replacement awards under the Registrant’s 2025 Equity and Incentive Plan to the Rollover Incentive Unit Holders.
 The Registrant has revised its disclosures on pages 13, 17, 18, 41, 49, 52, 53, 58 and 126 to clarify the above described treatment of the
Rollover Incentive Units and respectfully advises the Staff that the above described transactions will be accounted for under ASC 718 and, as such, are explicitly excluded from the guidance in ASC 815-40-15 pursuant to the exceptions included in ASC 815-40-15-3(b).
 Note 17. Variable Interest Entities, page F-32

 2.
 We note your response to prior comment 2. ASC 810-10-45-21 notes that losses attributable to the noncontrolling interest may exceed the interest in the subsidiary’s equity. Please provide us with a summary of
specific contractual terms related to the rights or obligations of the non-controlling interest holders at the time of a liquidation, including how the deferred portion of the administrative service fees would
be considered. In this regard we note that the deferred portion of administrative service fees would become due in the event of a termination of any of the agreements governing payment of the administrative service fees due from a VIE. Please
address how these contractual terms support your basis for determining that no amounts should be assigned to noncontrolling interests.
 The Registrant respectfully advises the Staff that, because the obligations of the noncontrolling interests in its VIEs are non-recourse under the service and/or franchise contracts and constitutive documents underlying such VIEs, the Registrant’s management does not attribute any value to these noncontrolling interests, even in
cases where the applicable VIE has an accumulated loss for any period. Under the terms of the Registrant’s VIEs’
administrative services agreements or franchise agreements, as applicable, upon a liquidation or termination, the Registrant, as service provider, would be entitled to all accrued but unpaid amounts due. These amounts would include administrative
services or franchise fees that are payable annually to the Registrant. These fees, together with compensation amounts paid to physicians for services and compensation amounts paid to the managed service organization or franchisor, as applicable,
effectively leave the related VIE unexposed to any economic upside. These fee amounts can also be changed by the Registrant under the terms of the related contractual arrangements and have been structured from time to time to ensure that all
available funds are distributed out annually to the related VIE’s equity owners, including the Registrant.

 December 2, 2025 Page 4

 Each VIE generally has an accumulated loss for each period as a result of the accrual of such
fees. Any accumulated loss amounts, which are eliminated in consolidation, would be realized by the noncontrolling interest holders upon a liquidation or termination under relevant corporate law governing the VIE. The constitutive documents of each
VIE, however, do not stipulate the allocation of profits or losses, and neither the Registrant nor the VIE entity has recourse to recover losses from the physician owners. Accordingly, the Registrant does not attribute accumulated losses to the
noncontrolling interest holders in its VIEs. * * * *

 December 2, 2025 Page 5

 If you have questions with respect to the Registration Statement or the responses set forth
above, please direct the questions to me at (212) 839-5684 or sgandhi@sidley.com.

 Sincerely,

 /s/ Samir A. Gandhi

 Samir A. Gandhi

 cc:

 Caitlin Zulla, Lumexa Imaging Holdings, Inc. J.
Anthony Martin, Lumexa Imaging Holdings, Inc.

 Alexander E. Csordas, Sidley Austin LLP

 Craig E. Marcus, Ropes & Gray LLP
 Tristan VanDeventer, Ropes & Gray LLP

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 SIDLEY AUSTIN LLP 787 SEVENTH AVENUE
 NEW YORK, NY 10019 +1 212 839 5300
 +1 212 839 5599 FAX
 AMERICA • ASIA PACIFIC • EUROPE
 November 24, 2025
 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: Nicholas O’Leary
 Re: Lumexa Imaging Holdings, Inc. – Anticipated Price Range and Unit-Based Compensation – Registration Statement on Form S-1 (File No. 333-291590) Ladies and Gentlemen:
 On behalf of our client, Lumexa Imaging Holdings, Inc. (the “Registrant”), we hereby confidentially submit this letter in response to comments from
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Registrant confidentially submitted a draft of the above referenced Registration Statement to
the Commission on June 12, 2025, resubmitted to the Commission on August 7, 2025, September 12, 2025 and October 10, 2025, and subsequently publicly filed a Registration Statement on Form
 S-1 (the “Registration Statement”) with the Commission on November 17, 2025. The purpose of this letter is to respond to an outstanding comment relating to share-based compensation that was
provided to the Registrant in a letter from the Staff dated July 9, 2025. Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by the Registrant’s request for confidential
treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. §200.83. A redacted letter has been filed on EDGAR, omitting the confidential information contained in the
letter. In this letter, we have recited the relevant comment from the Staff in italicized and bolded type and have followed the comment with the
Registrant’s response in ordinary type. Capitalized terms used but not defined in the Registrant’s response have the meanings assigned to them in the Registration Statement.
 CONFIDENTIAL TREATMENT
REQUESTED BY LUMEXA IMAGING HOLDINGS, INC.

 November 24, 2025 Page
 2

 Note 13. Equity, page F-27

 23.
 Once you have an estimated offering price or range, please explain to us how you determined the
fair value of the common units underlying your equity issuances, and the reasons for any differences between the recent valuations of your common units leading up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including unit-based compensation. In this regard we note that unit-based compensation has been significant to your income from operations for both 2024 and 2023. Please discuss
with the staff regarding how to submit your response. To assist the Staff in its review, the Registrant
advises the Staff that, although not yet reflected in the Registration Statement, based on discussions with the Registrant’s board of directors (the “PubCo Board”), and reflecting input from the lead underwriters (the
“Underwriters”) of the Registrant’s proposed initial public offering (“IPO”) of its common stock, $0.001 par value per share (“common stock”), if the Registrant were to commence marketing of the transaction
today, the Registrant presently anticipates that the estimated price range would be approximately $[***] per share to $[***] per share (the “Preliminary IPO Price Range”), with a midpoint of approximately $[***] per share (the
“Preliminary Assumed IPO Price”). The Preliminary IPO Price Range and the Preliminary Assumed IPO Price reflect the
transactions described under “Organizational Structure” in the Registration Statement. As discussed in the Registration Statement, the Registrant’s business is presently operated through Lumexa Imaging Equity Holdco, LLC
(“Holdings LLC”) and its direct and indirect consolidated subsidiaries and unconsolidated affiliates. The Registrant is a wholly owned subsidiary of Holdings LLC and, immediately prior to the closing of the IPO, the Registrant will
assume control of the business and affairs of the direct and indirect subsidiaries of Holdings LLC. As described under “Organizational Structure” in the Registration Statement, immediately prior to the closing of the IPO, the
Registrant’s common stock will be issued to Holdings LLC in respect of its common units and certain incentive units, with the number of shares of the Registrant’s common stock being issued will be determined based on the final IPO price
per share of common stock. The Registrant’s final range to be included in a pre-effective
amendment to the Registration Statement remains under discussion between the Registrant and the Underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary
prospectus in connection with the Registrant’s road show. The Registrant advises the Staff that the final range to be included in a pre-effective amendment to the Registration Statement will include a
price range of no more than $2.00, if the maximum price is $10.00 per share or less, or 20% of the high end of the range, if the maximum price is greater than $10.00 per share, unless otherwise approved by the Staff.
 CONFIDENTIAL TREATMENT
REQUESTED BY LUMEXA IMAGING HOLDINGS, INC.

 November 24, 2025 Page
 3

 Summary of Recent Unit Issuances and Unit Valuation
 Holdings LLC recognized unit-based compensation expense of approximately $56.7 million and $55.3 million for the year ended
December 31, 2024 and 2023, respectively. The Registrant respectfully submits, however, that the majority of that expense (approximately $50 million in each of 2024 and 2023) is related to Holdings LLC common units granted to physicians as
part of acquisitions of physician practices that occurred prior to 2023. No such grants occurred in 2024 or 2023. The fair value of these grants was based on the value that Holdings LLC and the unrelated selling physician practice agreed to in an
arms-length transaction. As discussed in the Registration Statement, Holdings LLC generally recognizes the unit-based compensation expense over a five-year period using the straight-line method. Because such expense is being recorded over five
years, the common units granted in those legacy acquisitions are still included in Holdings LLC’s unit-based compensation expense in 2024 and 2023, and in fact constitute the vast majority of that expense line item.
 As stated in the Registration Statement, under Holdings LLC’s 2018 Equity Incentive Plan (the “Plan”), Holdings LLC has
granted equity-based awards to its employees, officers and directors. Holdings LLC recognizes unit-based compensation expense for equity-based awards based on the estimated fair value of such awards on the grant date. As discussed in the
Registration Statement, Holdings LLC uses the Monte Carlo simulation model to estimate the fair value of each incentive unit award on the date of grant.
 During the year ended December 31, 2024 and 2023, Holdings LLC recognized $7.4 million and $4.7 million, respectively, of
unit-based compensation expense related to incentive units issued under the Plan. The fair value of these awards was determined using a $2.23 per common unit value and were issued under ordinary course and routine compensation-related transactions.
 There is no public market for Holdings LLC’s common units and, as a result, the value of the common units underlying these equity
issuances was estimated periodically by Holdings LLC’s board of managers (the “Holdings Board”). To determine the value of the units, the Holdings Board assessed, among other things, objective and subjective factors that it
believed were relevant, and factors that may have changed from the date of the most recent unit issuance. The factors considered included, but were not limited to:

 •

 Holdings LLC’s results of operations and financial position, including its levels of available capital
resources;

 •

 the material risks related to Holdings LLC’s business;

 •

 Holdings LLC’s prospects for growth through acquisitions and joint venture partnerships;

 CONFIDENTIAL TREATMENT
REQUESTED BY LUMEXA IMAGING HOLDINGS, INC.

 November 24, 2025 Page
 4

 •

 the valuation of publicly traded companies in the healthcare and diagnostic imaging service market, as well as
recently completed mergers and acquisitions of peer companies;

 •

 the prices at which Holdings LLC previously issued common units;

 •

 the lack of marketability of Holdings LLC’s common units as a private company, notwithstanding the Holdings
Board’s intentional decision to not apply an illiquidity discount;

 •

 the likelihood of achieving a liquidity event, such as an IPO or sale of all or a portion of Holdings LLC in
light of prevailing market conditions; and

 •

 trends and developments in Holdings LLC’s industry, including external market conditions affecting the
healthcare and diagnostic imaging service market. While there has been no change to the value of the common units
underlying our equity issuances since January 1, 2023, the Registrant advises the Staff that the Holdings Board continuously and thoroughly considered a variety of factors in reaching its conclusion regarding the value of the units issued by
Holdings LLC. The Holdings Board had a comprehensive process in place to determine whether a re-valuation of the units was necessary. Periodically prior to each issuance, the Holdings Board determined that the
unit price had not changed considering the factors above, and highlighted that between the time period of January 1, 2023 to August 1, 2025 the following factors were some of the main determinants for maintaining a consistent valuation:
(i) Holdings LLC’s enterprise value, calculated by applying a multiple to full-year earnings before interest, taxes, depreciation and amortization (“EBITDA”), had not materially changed, (ii) the multiple applied to
Holdings LLC’s full-year EBITDA was in line with and, on average, lower than a peer group of five comparable companies in the industry, and (iii) during this period there had been little opportunity for a strategic transaction, such as a
sale of all or a portion of Holdings LLC, that would be meaningfully impacted the valuation of the units.
 CONFIDENTIAL TREATMENT
REQUESTED BY LUMEXA IMAGING HOLDINGS, INC.

 November 24, 2025 Page
 5

 2023

 2024

 2025

 Adjusted EBITDA

 $
 197

 $
 201

 $
 [***] (forecasted)

 Applied Multiple

 [***]x

 [***]x

 [***]x

 Enterprise Value

 $
 [***]

 $
 [***]

 $
 [***]

 Price per Unit

 $
 2.23

 $
 2.23

 $
 [***]

 ($ and units in millions, except per unit price)
 In addition, the Holdings Board intentionally decided to not apply an illiquidity discount to the unit price. If the Holdings Board had applied
an illiquidity discount, the unit price would be lower than $2.23 per unit. Comparison of the Most Recent Valuations and the
Preliminary IPO Price Range As is typical in an initial public offering, the Preliminary IPO Price Range for the offering was not
derived using a formal determination of estimated fair value, but was determined based on discussions between the Registrant and the Underwriters. Among the factors that the Registrant considered in setting the Preliminary IPO Price Range were the
following:

 •

 an analysis of the typical valuation ranges seen in recent initial public offerings for healthcare and diagnostic
imaging service companies;

 •

 the general condition of the securities markets and the recent market prices of, and the demand for, publicly
traded common stock of generally comparable companies;

 •

 the recent performance of U.S. initial public offerings of generally comparable companies;

 •

 estimates of business potential and earnings prospects for the Registrant and the industry in which it operates;

 •

 the Registrant’s financial position and prospects;

 •

 an assumption that there would be a receptive public trading market for healthcare and diagnostic imaging service
companies such as the Registrant; and

 •

 an assumption that there would be sufficient demand for the Registrant’s common stock to support an
offering of the size contemplated by the Registrant.
 CONFIDENTIAL TREATMENT
REQUESTED BY LUMEXA IMAGING HOLDINGS, INC.

 November 24, 2025 Page
 6

 Using the Preliminary Assumed IPO Price of $[***] per share, the midpoint of the Preliminary
IPO Price Range, and assuming approximately [***] shares of the Registrant’s common stock will be outstanding immediately after the IPO (assuming no exercise by the underwriters of their option to purchase additional shares) as set forth under
“Prospectus Summary—The Offering” in the Registration Statement, this implies the Registrant’s enterprise value after the IPO will be approximately $[***] after giving effect to the application of the net proceeds from the
IPO as described under “Use of Proceeds” in the Registration Statement. The Registrant respectfully submits that the
enterprise value anticipated at IPO using the Preliminary Assumed IPO Price is generally aligned with the enterprise value previously calculated by the Holdings Board and used in determining the value of the common units underlying Holdings
LLC’s equity issuances since January 1, 2023. Any difference between the valuation and the Preliminary Assumed IPO Price is attributable to input received from the Underwriters, including discussions with senior management of the
Registrant and the PubCo Board, incorporating feedback the Underwriters obtained from qualified potential investors during testing-the-waters meetings in October and
November 2025. In conclusion, the Registrant respectfully submits that the difference between the valuation of Holdings LLC’s units
used in connection with issuances for equity-based compensation and the Preliminary Assumed IPO Price (i.e., the midpoint of the Preliminary IPO Price Range) is reasonable in light of all of the considerations outlined above. In addition, the
Registrant will continue to update its disclosure for all equity-related transactions, if any, through the effective date of the Registration Statement. Based on the foregoing, the Registrant respectfully seeks confirmation that the Staff has no
further comments with respect to the matters discussed in this letter. * * * *
 CONFIDENTIAL TREATMENT
REQUESTED BY LUMEXA IMAGING HOLDINGS, INC.

 November 24, 2025 Page
 7

 If you have questions with respect to the Registration Statement or the responses set forth
above, please direct the questions to me at (212) 839-5684 or sgandhi@sidley.com.

 Sincerely,

 /s/ Samir A. Gandhi

 Samir A. Gandhi

 cc:

 Caitlin Zulla, Lumexa Imaging Holdings, Inc. J.
Anthony Martin, Lumexa Imaging Holdings, Inc.

 Alexander E. Csordas, Sidley Austin LLP

 Craig E. Marcus, Ropes & Gray LLP
 Tristan VanDeventer, Ropes & Gray LLP

 CONFIDENTIAL TREATMENT
REQUESTED BY LUMEXA IMAGING HOLDINGS, INC.

November 24, 2025
Caitlin Zulla
Chief Executive Officer
Lumexa Imaging Holdings, Inc.
4200 Six Forks Road, Suite 1000
Raleigh, NC 27609
Re:Lumexa Imaging Holdings, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted October 10, 2025
Registration Statement on Form S-1
Filed November 17, 2025
File No. 333-291590
Dear Caitlin Zulla:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 26, 2025
letter.
Registration Statement on Form S-1 filed November 17, 2025
Capitalization, page 54
1.We note your disclosures on page 53 that certain existing common units of Holdings
LLC may become eligible to receive additional newly issued shares of our common
stock upon a distribution from Holdings LLC or a liquidation of Holdings LLC.
Please better clarify in your disclosures how it was determined which existing
common units would be eligible as well as what consideration you gave to these terms
in your accounting for these common units. Please specifically address your
consideration of ASC 815-40-15.

November 24, 2025
Page 2
Note 17. Variable Interest Entities, page F-32
2.We note your response to prior comment 2. ASC 810-10-45-21 notes that losses
attributable to the noncontrolling interest may exceed the interest in the subsidiary’s
equity. Please provide us with a summary of specific contractual terms related
to the rights or obligations of the non-controlling interest holders at the time of a
liquidation, including how the deferred portion of the administrative service fees
would be considered. In this regard we note that the deferred portion of administrative
service fees would become due in the event of a termination of any of the agreements
governing payment of the administrative service fees due from a VIE. Please address
how these contractual terms support your basis for determining that no amounts
should be assigned to noncontrolling interests.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-
3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Samir A. Gandhi, Esq.

September 26, 2025
Caitlin Zulla
Chief Executive Officer
Lumexa Imaging Holdings, Inc.
4200 Six Forks Road, Suite 1000
Raleigh, NC 27609
Re:Lumexa Imaging Holdings, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted September 12, 2025
CIK No. 0002071288
Dear Caitlin Zulla:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 22, 2025, letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Lumexa Imaging's Health Systems Joint Ventures, page 82
1.We note your response to prior comment 7. Given the role of joint ventures to your
business, please tell us what consideration you have given to filing the joint venture
agreements as exhibits to your registration statement.
Note 17. Variable Interest Entities, page F-32
We note your response to comment 8. Your response indicates that no value was
assigned to noncontrolling interests pursuant to ASC 810-10-45-15 through 45-21.
Please help us better understand how you determined this was appropriate by 2.

September 26, 2025
Page 2
addressing the following:
•Please help us understand how the contractual terms of the service and/or
franchise agreements do not provide the non-controlling interest holders with the
ability to participate in the residual profits or losses generated by the VIEs. Please
provide us with a summary of the specific terms of the agreements.
•Your response indicates that the noncontrolling interests holders are entitled to
dividends and proceeds on liquidation of the VIEs though you do not believe
sufficient cash will be available to pay any dividends or proceeds. Please provide
us with a summary of the specific contractual terms of the service and/or franchise
agreements regarding dividends and liquidation proceeds which indicate the
noncontrolling interest holders are entitled to these amounts.
•Please help us understand why the contractual terms of the service and/or
franchise agreements would give the noncontrolling interest holders the right to
dividends and liquidation proceeds but not residual profits or losses generated by
the VIEs.
3.Please expand your disclosures to disclose the significant terms and corresponding
effects of the contractual arrangements that resulted in your determination that no
amounts should be allocated to noncontrolling interests pursuant to ASC 810-10-45-
15 through 45-21. Please also disclose whether the physician practices have any
cumulative right to profits that could be distributed to the noncontrolling interests in
the future, including upon termination of the service and/or franchise agreements.
            Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-
3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Samir A. Gandhi, Esq.

August 22, 2025
Caitlin Zulla
Chief Executive Officer
Lumexa Imaging Holdings, Inc.
4200 Six Forks Road, Suite 1000
Raleigh, NC 27609
Re:Lumexa Imaging Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 7, 2025
CIK No. 0002071288
Dear Caitlin Zulla:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submission(s) on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our July 9, 2025 letter.
Amendment No. 1 to Draft Registration Statement Submitted August 7, 2025
Cover Page
1.We note the disclosure on page 44 that WCAS and management own a significant
percentage of your common stock and will be able to exert significant control over
matters subject to stockholder approval and their interests may conflict with
the interests of public shareholders. As appropriate, please revise to highlight this
disclosure on the cover page and, when available, include the beneficial ownership
information.

August 22, 2025
Page 2
Prospectus Summary
Overview, page 4
2.We note the disclosure that as of June 30, 2025 you and your affiliates operated the
second largest outpatient imaging center footprint in the United States, spanning "183
centers across 13 states and includes seven joint venture partnerships with health
systems." To provide context for this disclosure, please revise your disclosure on page
1 to disclose the number of centers that you consolidate as of your most recent period.
3.We note your revisions in response to prior comment 4. We note your reference to
third-party research firms forecasts for future revenues in the diagnostic services
market and references to industry estimates regarding the demand for advanced
imaging on pages 3 and 4. Please cite the sources for these forecasted estimates.
4.We note your response to prior comment 5 and revised disclosure. At an appropriate
section of the prospectus, please explain your use of externally sourced artificial
intelligence and, as applicable, describe the attendant risks.
Risk Factors
Risks Related to Our Business and Our Industry
We may fail to realize all of the anticipated benefits of our past and any future acquisitions . .
. , page 30
5.We note your revisions in response to prior comment 10. We note your statement that
the interests of the VIEs may differ from the interests of the Company as a whole.
Please expand this disclosure to briefly describe how the VIEs interests may differ
from the interests of the Company as a whole, which could limit your ability to
effectively operate the VIEs and maximize the economic benefits from them.
Organizational Structure, page 50
6.We note your response to comment 11. Please address the following:
•The organizational diagram indicates that management will have direct ownership
interest in Lumexa Imaging Holdings, Inc. whereas other existing shareholders
will retain ownership interests in Lumexa Imaging Equity Holdco, LLC. Please
disclose the terms associated with management's interests in Lumexa Imaging
Holdings, Inc., including how management's interests will be determined; and
•It remains unclear what the terms are of the distribution threshold and how these
terms impact the number of shares of common stock that will be issued to holders
of common units in Holdings LLC.
Business
Lumexa Imaging's Health Systems Joint Ventures, page 82
7.We note your revisions in response to prior comment 18. Please revise to further
describe how profits, losses and cash distributions are shared between you and your
partners, including the terms of any agreements related to their allocations.
Note 17. Variable Interest Entities, page F-31
We note your response to comment 24. Please help us better understand your 8.

August 22, 2025
Page 3
accounting for noncontrolling interests by addressing the following:
•It appears that the terms associated with the rights and obligations of
noncontrolling interests in regard to variable interest entities are specified in
the service or franchise agreement. Please provide us with a summary of these
rights and obligations;
•We note that income of the variable interest entity allocated to third parties is
recognized through salary expense. Based on the guidance in ASC 810-10-45,
please help us better understand how you determined it was appropriate to record
this amount as salary expense rather than as net income or loss attributable to
noncontrolling interests. Please clarify how the amount of compensation is
determined; and
•Please address whether the noncontrolling interests are entitled to dividends and
what rights the noncontrolling interests have in the event of a liquidation.
Note 20. Segment Reporting, page F-36
9.Pursuant to ASC 280-10-50-26C, we remind you that an amount and qualitative
description of the composition of other segment items shall be disclosed for each
reportable segment even when an entity does not separately report significant segment
expense categories and amounts. In addition, please help us better understand how
your CODM is able to manage operations without looking at any expenses at the
segment level.
            Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-
3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Samir A. Gandhi, Esq.

July 9, 2025
Caitlin Zulla
Chief Executive Officer
Lumexa Imaging Holdings, Inc.
4200 Six Forks Road, Suite 1000
Raleigh, NC 27609
Re:Lumexa Imaging Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted June 12, 2025
CIK No. 0002071288
Dear Caitlin Zulla:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted June 12, 2025
Overview, page 1
1.We note the disclosure that system-wide revenue is equal to total revenues generated
by all of your outpatient imaging centers and managed physician practices, including
outpatient imaging centers which you consolidate for financial reporting purposes
under GAAP and those which you report using equity method accounting
(unconsolidated affiliates). To provide context for your presentation of system-wide
revenue, please revise the footnote to fully describe this metric, its components and
clarify whether it includes your joint ventures, franchises and variable interest entities.
We note your statements here and throughout the prospectus that you are a “leading,
national provider of diagnostic imaging services,” a “leading national outpatient
imaging platform,” you have partnered with “leading, third-party technology 2.

July 9, 2025
Page 2
providers,” you have built “leading radiology information systems,” and that you have
seven “leading, growth-oriented health systems.” You further disclose that as of
April 30, 2025, you and your affiliates operated the second largest outpatient imaging
center footprint in the United States. Please expand on these statements to quantify
your market share, including disclosing the markets in which you hold “leading”
positions, and clarify how you measure your leading positions. Please additionally
revise your disclosure to describe what is meant by “leading radiology information
systems” and “leading, third-party technology providers” and how you measure their
“leading” positions.
3.We note your disclosure that you believe your high quality care is evidenced by your
“leading physician and patient satisfaction scores.” We note your disclosure of these
surveys later in the prospectus. To provide context for the disclosure, please disclose
the purpose of the surveys and whether the surveys were internally prepared. Please
also expand your disclosure to provide market comparisons to competitors to
clarify your leading position with those scores or revise to state it is your belief that
these physician and patient satisfaction scores are industry leading.
4.We note multiple statements regarding your estimates for your addressable market.
Including, but not limited to, the following:

•You “estimate the total U.S. market for diagnostic imaging services was
approximately $140 billion as of December 31, 2024, across inpatient, hospital
outpatient (“HOPD”), independent diagnostic testing facilities (“IDTFs”),
physician offices and other settings.”
•You estimate that this market grew “at a 4.2% CAGR from 2019 to 2024, led by
IDTF growth of 6.9% over the same period.”
•You “expect the diagnostic imaging services market will continue to grow at a
mid-single digit rate between 2024 and 2030, driven by increasing utilization of
advanced imaging, an aging population and increasing disease prevalence, with
IDTFs growing faster than the broader market.”
•You “estimate the total revenue for IDTFs in the U.S. to be approximately $33
billion for the year ended December 31, 2024.”
•“The outperformance of IDTFs has been primarily driven by patient and payor
preference for receiving the same level of care in a more convenient and less
expensive setting than HOPDs.”
•“Comparable imaging services provided in IDTFs are generally 30% to 50% less
expensive than HOPDs.”
•"[T]here were 101 health systems across our top 20 target MSAs and more than
80% of them did not have an existing imaging joint venture partner, which
presents a large opportunity to facilitate future expansion."

Please provide the material assumptions, limitations, data and methodology
underlying your calculations for these estimates. Also, please define what are high
growth metropolitan statistical areas and what your criteria are for those areas.

July 9, 2025
Page 3
5.We note your disclosure that you have begun implementing third-party clinical,
operational and back-office artificial intelligence (“AI”) solutions across our
operations and that "there is significant ongoing third-party investment and innovation
across the imaging AI ecosystem, and [y]our use of externally sourced AI allows for
accelerated adoption, reduced capital investment and the ability to select and maintain
the most valuable solutions." Please balance your disclosure to clarify that these
statements are aspirational or revise to provide more detail as to how your current AI
abilities allows for accelerated adoption, reduced capital investment and the ability to
select and maintain the most valuable solutions.
Lumexa at a Glance, page 2
6.We note the reference to system-wide outpatient same center revenue growth rate.
Please balance your disclosure by presenting the total consolidated revenue growth
rate.
Commercial, Operational & Clinical Excellence Driving Growth and Margins, Positioning
Lumexa Imaging as the Partner of Choice to . . ., page 9
7.You disclose on pages 9 and 76 the results of the research you commissioned and
present it as support for the need of your referral source relationships. Please disclose
the date of the research and report. Identify the entity that conducted the research and
file the related consent as an exhibit to the registration statement. Refer to Rule 436
and Section 7 of the Securities Act.
Ownership Structure, page 12
8.We note your disclosure that you consolidated 98 of the 181 centers that you operate.
We further note you have seven joint ventures with health system partners, five
physician practices, or “franchise centers,” that have management services contracts
and that you have seven Variable Interest Entities (“VIEs”). Please expand the
narrative description to identify the consolidated centers, the joint venture health
system partners, the franchise centers and your VIEs.
Conflicts of Interest, page 14
9.We note the disclosure that certain of the underwriters or their affiliates are lenders
under the Term Loan, under which certain borrowings are expected to be repaid with
a portion of the aggregate net proceeds from this offering. Please revise this disclosure
to clarify which underwriters and/or their affiliates will receive a portion of the net
proceeds. Please also tell us whether you are required to have a qualified independent
underwriter in accordance with FINRA Rule 5121.
Risk Factors, page 19
We note the disclosure on page F-31 that "the Company determined the VIE
Physician Practices are VIEs due to insufficient equity at risk and/or the holders of the
equity at risk in the VIE Physician Practices (i.e., the Physician Owners) lacking the
power, through voting rights or similar rights, to direct the activities that most
significantly impact the VIE Physician Practices’ economic performance." Please
revise to describe the risks that the VIEs interests may differ from the interests of the 10.

July 9, 2025
Page 4
Company as a whole, which could limit your ability to effectively operate the VIE and
maximize the economic benefits from it.
Organizational Structure, page 48
11.In regard to the formation of Lumexa Imaging Holdings, Inc. and the related
transactions, please address the following:
•Please clearly explain how the formation of Lumexa Imaging Holdings, Inc. will
take place including how it will be determined how many shares of common stock
current unit holders of Lumexa Equity Holdco, LLC will receive. It also appears
that current management will have direct ownership interest in Lumexa Imaging
Holdings, Inc. whereas other existing shareholders will retain ownership interests
in Lumexa Imaging Equity Holdco, LLC. Please clarify;
•Your disclosures on page F-27 refer to an automatic conversion feature in the
event of a conversion to a C Corporation in a public offering. Please clarify
whether these terms will be followed;
•You disclose on page 48 that common units in Holdings LLC having a
distribution threshold and subject to vesting conditions with a value in excess of
such distribution threshold will be converted into shares of common stock based
on the intrinsic value of the awards at the time of this offering. Please better
clarify the terms of the distribution threshold; and
•Please help us better understand the expected timing of the formation of Lumexa
Imaging Holdings, Inc.
12.We note the disclosure that immediately prior to the closing of this offering, common
units in Holdings LLC having a distribution threshold, with a value in excess of such
distribution threshold will be converted into shares of your common stock based on
the intrinsic value of the awards at the time of this offering, as determined by your
board of directors and that Incentive Units for which the participation threshold has
not been achieved will be replaced with replacement stock options under the 2025
Plan in a manner that is intended to preserve the intrinsic value of the Incentive Units,
as determined by your board of directors. Once available, please disclose the number
of common units that will be converted into shares of your common stock.
Capitalization, page 49
13.We note that you intend to use a portion of the net proceeds of this offering to pay
down a portion of outstanding borrowings under the Term Loan. Please tell us what
consideration you gave as to whether pro forma income statement information,
including pro forma earnings per share, should be provided related to
the repayment of these loans. Refer to Rule 11-01(a)(8) of Regulation S-X.
14.Please tell us what consideration you gave to presenting pro forma income statement
information to show the impact of the change in entity from a LLC to a C Corporation
on pro forma income taxes and correspondingly pro forma earnings per share.

July 9, 2025
Page 5
Results of Operations, page 55
15.Pursuant to Item 303(b)(2) of Regulation S-K, please address the following:
•In your discussion of net patient service revenue, please quantify the extent to
which each significant factor impacted revenues, including the extent to which
changes in prices or changes in volume impacted revenue; and
•Please also describe any other significant components of revenues or expenses
that would be material to an understanding of results of operations. Specifically,
we note that your net patient service revenue appears to primarily consist of two
components which are outpatient diagnostic imaging services and professional
services. Please address what consideration was given to discussing these
components separately.
Key Operating Metrics and Non-GAAP Financial Measures, page 59
16.In regards to your presentation of system-wide measures, please address the
following:
•You present various system-wide measures, including system-wide revenue
growth and system-wide outpatient same-center revenue growth. Please clarify in
your disclosures whether professional services revenue is also reflected in
these amounts; and
•Your disclosures on page 60 indicate that you determined that system-wide
revenue is a non-GAAP financial measure. Please help us understand how you
determined it is a non-GAAP financial measure rather than a key operating
metric.
Please refer to SEC Release 33-10751 for additional guidance.
Critical Accounting Policies and Estimates
Goodwill, page 67
17.We note that goodwill represents approximately 48% of your total assets as of
December 31, 2024. In this regard, please consider expanding your disclosures to
provide additional insight regarding your goodwill impairment assessment. For
example, please disclose whether any of your reporting units are at risk of failing step
one of the impairment test pursuant to ASC 350, and for any such reporting unit
please disclose:
•the percentage by which fair value exceeded carrying value at the date of the most
recent test;
•the amount of goodwill allocated to the reporting unit;
•a more detailed description of the methods and key assumptions used and how the
key assumptions were determined;
•a discussion of the degree of uncertainty associated with the assumptions; and
•a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item 303(b)(3) of Regulation S-K.

July 9, 2025
Page 6
Business
Overview, page 68
18.We note your disclosure that you have seven joint venture partnerships with health
systems. Please identify these partners and the material terms of the agreements of
these joint ventures. By way of example only, please revise to include the partnered
health systems, the market, the market share, the number of centers in operation,
number of providers, percentage of your ownership, and financial information such as
how profits, losses, and how cash distributions are "shared" between you and your
partners. In presenting this information, please consider whether tabular information
or diagrams may be helpful to investors.
19.We note your disclosure on page F-9 regarding AHI and your franchise agreements.
Please revise to describe the services that AHI provides to the Franchise Centers and
describe the material terms of the franchise agreements.
De Novo Expansion Strategy Across Existing and New MSAs, page 78
20.We note your disclosure that you build many of your de novo centers with your health
system partners via joint ventures. In regard to these partnerships, please clarify your
role in opening and staffing de novo practices.
Revenues, page F-8
21.Pursuant to ASC 606, please address the following:
•Please disclose the significant payment terms pursuant to ASC 606-10-50-12,
including when payment is typically due and your consideration of whether there
is a significant financing component.  In this regard we note that payment can
exceed 36 months for attorney liens;
•Please disclose revenue recognized in the reporting period from performance
obligations satisfied (or partially satisfied) in previous periods. Refer to ASC 606-
10-50-12A; and
•In regard to your agreements to provide management and administrative services,
please tell us what consideration you gave to providing the disclosures required
by ASC 606-10-50-13 regarding your remaining performance obligations.
Accounts Receivable, page F-10
22.We note that attorney liens represent approximately 36% of your accounts receivable
balance at December 31, 2024. Given the estimated general collection timeframe,
please tell us what consideration you gave as to whether these receivables should be
classified as noncurrent assets. Refer to ASC 210-10-45.
Note 13. Equity, page F-27
Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common units underlying your equity issuances, and
the reasons for any differences between the recent valuations of your common units
leading up to the IPO and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances including unit-based
compensation. In this regard we note that unit-based compensation has been 23.

July 9, 2025
Page 7
significant to