United States securities and exchange commission logo





                              December 29, 2023

       Gisele Remy
       Chief Financial Officer
       Auna S.A.
       46 A, Avenue JF Kennedy
       1855 Luxembourg
       Grand Duchy of Luxembourg

                                                        Re: Auna S.A.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted December
8, 2023
                                                            CIK No. 0001799207

       Dear Gisele Remy:

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

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

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

       Cover Page

   1.                                                   We note your response
to comment 2 that the company intends to amend its existing
                                                        articles of association
in connection with the initial public offering, and in connection
                                                        therewith, it expects
class A shares to be low-vote shares and class B shares to be high-
                                                        vote shares. We also
note your revised disclosure that class A and class B shareholders
                                                        will vote together as a
single class. Please revise the disclosure on your cover page to
                                                        disclose, as you do
elsewhere, that given the voting control of the class B shares, investors
                                                        in this offering will
have little to no influence on corporate matters for the foreseeable
                                                        future, including, for
example, decision making with respect to your business
                                                        direction, the election
and removal of directors and fixing of directors' compensation
 Gisele Remy
FirstName
Auna S.A. LastNameGisele Remy
Comapany29,
December  NameAuna
              2023    S.A.
December
Page 2    29, 2023 Page 2
FirstName LastName
         and amendments to your articles of association.
Summary
The Auna Way, page 1

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

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

                We note your disclosure on page 3 that you offer a vertically
integrated portfolio of
              "mono-risk" plans and selected general healthcare plans. Please
revise to explain the
              principal differences between a mono-risk plan and a general
healthcare plan,
              including whether the plans target different pools of customers
and to discuss the
              principal reasons why customers choose one or both plans.
Additionally, we note that
              a significant focus of your business is on prevention. Please
clarify whether
              customers who enroll in a mono-risk plan such as an oncology plan
are individuals
              with a family or personal history of cancer and whether an
individual with a cancer
              diagnosis may enroll in an oncology plan. Please also discuss
what types of care are
              covered by mono-risk plans, including whether there is a focus on
prevention versus
              treatment.
4.       We note your revised disclosure in response to comment 8 and
throughout your filing,
         including references to "high-quality" care, services, and "patient
outcomes." Please revise
         your filing to discuss how you measure "quality," including with
respect to care, services,
         and patient outcomes. As a related matter, where you note that you
achieve "excellent"
         and "effective" patient outcomes, please clarify how you define these
terms.
 Gisele Remy
FirstName
Auna S.A. LastNameGisele Remy
Comapany29,
December  NameAuna
              2023    S.A.
December
Page 3    29, 2023 Page 3
FirstName LastName
Our History, page 3

5.       We note your response to comment 9 and your revised disclosure on page
6 discussing
         your indebtedness. Please revise to briefly highlight the risks to
your business and
         operations related to your significant indebtedness, and include a
cross-reference to your
         risk factor on page 40 discussing risks related to your indebtedness.
Our Future, page 12

6.       We note your response to comment 11, including your revised disclosure
on pages 3 and
         116 and we reissue the comment. Please revise your disclosure here and
in your Business
         section to address specific challenges you may face growing this small
platform focused
         on providing dental and vision plans to a larger platform providing
both general healthcare
         and specialized plans in Mexico.
Increase, improve and enhance access to our healthcare services, page 12

7.       We note your revised disclosure in response to comment 27, including
that your
         calculations of addressable market are based upon an estimated
percentage of three groups
         of individuals. Please revise your disclosure to discuss the data and
estimates underlying
         your calculation of a total addressable market for your oncology plans
in Mexico,
         including relevant percentage estimates, and how you used these
estimates to determine
         the number of potential memberships in your total addressable market.
As a related
         matter, we note your reference on page 1 to "immense market
potential." Please provide
         support for this statement.
Risk Factors
We are a holding company and all of our operations are conducted through our
subsidiaries, page
39

8.       We note your response to comment 14, including your revised disclosure
on pages 39-40
         and we reissue the comment in part. Please briefly describe or provide
a cross reference to
         the restrictions related to your existing indebtedness that limit or
prohibit your subsidiaries
         from paying dividends, making other distributions, and making loans to
you. In addition,
         please clarify whether Dentegra's financial statement have been
approved by the CNSF,
         and if not, the impact on Dentegra's ability to pay dividends to you
and any related risks to
         your business.
Following the completion of the offering, Enfoca . . ., page 50

9.       We note your revised disclosure in response to comment 15, including
that President,
         Jes  s Zamora Le  n, and a majority of your directors, including Jes
s Zamora Le  n, Jorge
         Basadre Brazzini, Leonardo Bacherer Fastoni, Andrew Soussloff and John
Wilton, may be
         employed by or otherwise affiliated with Enfoca as directors on their
board of directors.
         Please revise your filing to more prominently disclose, on your cover
page and/or in your
 Gisele Remy
FirstName
Auna S.A. LastNameGisele Remy
Comapany29,
December  NameAuna
              2023    S.A.
December
Page 4    29, 2023 Page 4
FirstName LastName
         prospectus summary, the potential conflicts of interest related to
your officers and
         directors being employed or affiliated with Enfoca.
Use of Proceeds, page 55

10.      We note your response to comment 17 and reissue the comment, in part.
We note your
         revised disclosure that net proceeds from this offering will be used
 to pay Heredia
         Investments for its 21.2% interest in Auna Salud (and subsequent
merger of Heredia
         Investments into Auna Salud), and the remainder to repay US$ million
of indebtedness
         under [y]our Term Loans and for other general corporate purposes.
Please revise to
         provide an estimate of the amount of the proceeds that will be used to
pay Heredia
         Investments for its interest in Auna Salud. Please indicate whether
you anticipate you will
         need additional amounts from other funding sources for either of these
two purposes and
         indicate the amounts as well as identify the other sources.
Additionally, with respect to the
         proceeds to be used to repay your indebtedness, please provide the
information required
         by Item 3.C.4. of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Contractual Obligations and Commitments
Senior Secured Notes Due 2029, page 79

11.      We note your revised disclosure in response to comment 22, but your
revisions do not
         appear to be completely responsive to our comment. Please revise your
risk factors to
         include a discussion of risks related to your notes due 2029,
including the financial
         covenants, negative covenants and events of default.
Research and Development, page 81

12.      We note your revised disclosure in response to comment 18, including
that you "are
         increasingly able to rely on Auna Ideas, which is our non-profit
biomedical and
         innovation engine." Please enhance your disclosure to describe the
reasons underlying this
         increasing reliance, and provide a detailed description of the role of
Auna Ideas in your
         product development process. In this regard, we note your disclosure
on page 37 that you
         have made significant investments in product development. Please also
clarify whether
         you increasing reliance on Auna Ideas has resulted in increased
investment, and if so,
         whether you expect this trend to continue in future financial periods.
Trends, page 81

13.      We note your response to comment 24 that you do not believe there are
any current or
         potential trends related to COVID-19 that are material to your
business. Please include the
         substance of your response as disclosure in the filing.
Oncosalud Peru, page 123

14.      We note your disclosure in response to comment 28, but your disclosure
is not completely
 Gisele Remy
Auna S.A.
December 29, 2023
Page 5
         responsive to our comment. Please provide us with your explanation of
why it is
         appropriate to compare the survival statistics of your cohort of
individuals diagnosed
         between 2005 and 2016, with statistics disclosed for the U.S. and
U.K., given that these
         statistics appear to relate to a different time period and are in
different geographic
         locations, or remove these comparisons from your disclosure. As a
related matter, we
         note your disclosure throughout the filing that "our approach results
in a 74% 5-year
         survival rate for our oncology plans, which is above the national
average in both the U.S.
         and England." Please clarify how you calculated this survival rate, as
it appears to be a
         different percentage than that disclosed in this section. Please also
explain why the
         comparison to U.S. and England is appropriate, given that the survival
rate is based on
         different populations in different geographic locations, or remove
this disclosure from the
         filing. Alternatively, please revise to make it clear that your
disclosure does not compare
         Oncosalud's 5-year cancer survival rate with comparable oncological
facilities, and place
         these selected disclosures in appropriate context by discussing
factors such as the
         prevalence of certain cancers, and different access to healthcare in
different jurisdictions
         that would be expected to impact this percentage.
Condensed Consolidated Interim Financial Statements
4. Trade Accounts Receivable, page F-13

15.      We have reviewed your response to prior comment 35 and note that 37%
of your June 30
         accounts receivable remained uncollected approximately 161 days after
the balance sheet
         date, and that a significant amount of accounts receivable are past
due for an amount of
         time much greater than 161 days. We also note your disclosure on pages
29 and 76 that
         your accounts receivable for payments from corporate and individual
customers are
         typically collected in a combined average of 42 days in Mexico, 73
days in Peru and 144
         days in Colombia. Please expand your disclosure to provide much
greater detail regarding
         the time it takes to collect your accounts receivable since it is not
clear how your
         disclosure is representative of the collection days depicted in your
response. Please also
         provide us an updated June 30 rollforward.
Audited Consolidated Financial Statements of Auna S.A.A., page F-59
FirstName LastNameGisele Remy
16.    If your audited financial statements become older than 12 months, please
update your
Comapany    NameAuna
       financial        S.A.pursuant to Item 8.A.4 of Form 20-F or provide the
appropriate
                 statements
       representations
December               in an
           29, 2023 Page  5 exhibit. Refer to Instruction 2 to Item 8.A.4.
FirstName LastName
 Gisele Remy
FirstName
Auna S.A. LastNameGisele Remy
Comapany29,
December  NameAuna
              2023    S.A.
December
Page 6    29, 2023 Page 6
FirstName LastName
       Please contact Michael Fay at 202-551-3812 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Ansart at 202-551-4511 or Katherine Bagley at 202-551-2545 with
any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Industrial
Applications and
                                                          Services
cc:      Maurice Blanco