July 23, 2024

Joseph Army
President and Chief Executive Officer
Vapotherm, Inc.
100 Domain Drive
Exeter, NH 03833

       Re: Vapotherm, Inc.
           Schedule 13E-3 filed July 8, 2024, by Vapotherm, Inc. et al.
           File No. 005-90722
           _
           Preliminary Proxy Statement filed July 8, 2024
           File No. 001-38740
Dear Joseph Army:

       We have reviewed your filing 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 these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule 13E-3 filed July 8, 2024, by Vapotherm, Inc., SLP Capital Partners,
LLC et al.
General

1.     We note that Joseph Army and John Landry, both of whom are Rollover
Stockholders,
       were involved in negotiations and discussions with SLR relating to a
potential transaction
       prior to the establishment of the Special Committee and continued to
participate in
       discussions with potential investors following the establishment of the
Special
       Committee. In your response, please provide your detailed legal analysis
as to why Mr.
       Army and Mr. Landry are not included as filing persons in the Schedule
13E-3.
Preliminary Proxy Statement filed July 8, 2024
Background of the Merger, page 26

2.     We note your disclosure on page 33 that Scalar has performed valuation
services for
 July 23, 2024
Page 2

       Perceptive. Please specify the amount actually received by Scalar rather
than stating such
       amount was    less than $500,000    here and throughout the proxy
statement.
3.     We note that it appears the Special Committee did not engage independent
legal counsel.
       If that is the case, please advise how the Special Committee and Board
considered the
       lack of independent legal counsel in its procedural fairness
determination, particularly in
       light of the fact that the Merger is not subject to approval by a
majority of unaffiliated
       stockholders.
Purpose and Reasons of Vapotherm for the Merger; Recommendation of the Board
and the
Special Committee; Fairness of the Merger, page 34

4.     Note that if any filing person has based its fairness determination on
the analysis of
       factors undertaken by others, such person must expressly adopt this
analysis and
       discussion as their own in order to satisfy the disclosure obligation.
See Question 20 of
       Exchange Act Release No. 34-17719 (April 13, 1981). Please revise to
clarify whether
       the Board adopted the Special Committee   s analysis and recommendation.
Opinion of Scalar, LLC, page 40

5.     Refer to the following statement on page 42: "The summary set forth
below does not
       purport to be a complete description of the financial analyses performed
or factors
       considered by, and underlying the opinion of, Scalar." While a summary
is necessarily an
       abbreviated version, please revise to avoid implying it is not
"complete." Pursuant to Item
       1015(b)(6), the summary must describe the material analyses and
conclusions of the
       financial advisor in considerable detail.
6.     We note the disclosure in the first paragraph on page 43 that the
analyses Scalar
       performed "made numerous assumptions with respect to industry
performance, general
       business and economic conditions and other matters" and that Scalar did
not perform a
       discounted cash flow analysis because future profitability is
"significantly dependent upon
       the success of volatile assumptions." Please provide additional
disclosure describing such
       assumptions.
7.     We note that the current shares outstanding used for the calculations in
Scalar's analysis
       appears to be significantly different from the total outstanding shares
stated elsewhere in
       the proxy statement (page 44 references 7,545,082 shares outstanding as
of June 3, 2024,
       but pages 140 and 143 reference 6,215,192 shares outstanding). Please
describe whether
       and how this discrepancy impacted the Special Committee's consideration
of Scalar's
       fairness opinion.
8.     We note the statement on page 45 that "the consideration for the
transaction was
       determined through arm   s-length negotiations." Please delete all
references to    arm's-
       length negotiations,    as such references are inappropriate in a
going-private transaction by
       affiliates.
9.     We note that the multiple ranges selected by Scalar in its selected
public companies
       analysis appear to be relatively low compared to the multiples for the
selected companies
       included in the table at the top of page 44. Please disclose Scalar   s
rationale for choosing
       relatively low multiples and how the Special Committee considered the
fact that Scalar
       chose relatively low multiples in making its financial fairness
determination.
 July 23, 2024
Page 3

Position of the SLR Entities as to the Fairness of the Merger, page 48

10.    We note your disclosure that "the SLR Entities believe that the Merger
is substantively
       fair to the Company   s stockholders, including the unaffiliated
security holders" (emphasis
       added). The disclosure required under Item 1014(a) of Regulation M-A
should speak
       strictly to the fairness of the Merger to unaffiliated securityholders.
Please revise
       accordingly.
Intent of the Rollover Stockholders and Certain other Stockholders to Vote in
Favor of the
Merger, page 64

11.    We note your disclosure here and elsewhere in the proxy statement that
"[c]ertain
       stockholders, holding an aggregate of 8.6% of our outstanding Shares"
agreed to vote in
       favor of the Merger. We also note that, per the Security Ownership by
Management table
       on page 142, the three officers who are Rollover Stockholders hold
approximately 14% of
       the total outstanding Common Stock. Please clarify, if correct, that the
8.6% represents
       the amount of Rollover Shares subject to the Stockholder Rollover
Agreements, rather
       than the aggregate holdings of the stockholders who have entered into
Stockholder
       Rollover Agreements.
12.    You state in this section that stockholders who have entered into
Rollover Stockholder
       Agreements and Voting and Support Agreements hold an aggregate of 33.2%
of the
       Company's outstanding Shares and that the Company's directors and
executive officers,
       some of whom are Rollover Stockholders, hold "collectively approximately
15.4% of the
       total voting power for Shares entitled to vote at the Special Meeting"
and intend to vote
       such Shares in favor of the Merger. Please clarify the percentage of
voting power for
       shares entitled to vote at the Special Meeting represented by shares
held by directors and
       executive officers that are not Rollover Shares. Please also confirm in
your response that,
       in the event additional Shares become subject to a Stockholder Rollover
Agreement or
       Voting and Support Agreement, you will provide updated disclosure with
respect to the
       total voting power for Shares entitled to vote at the Special Meeting
that are committed to
       be voted in favor of the Merger.
General

13.    Please revise throughout the proxy statement to name each Supporting
Stockholder
       instead of stating that    certain    stockholders have entered into
Voting and Support
       Agreements.
 July 23, 2024
Page 4

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Laura McKenzie at 202-551-4568 or Daniel
Duchovny at
202-551-3619.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Mergers &
Acquisitions