United States securities and exchange commission logo





                             March 14, 2021

       Edmundo Gonzalez
       Chief Executive Officer
       Marpai, Inc.
       5701 East Hillsborough Avenue, Suite 1417
       Tampa, FL 33610-5428

                                                        Re: Marpai, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
12, 2021
                                                            CIK No. 0001844392

       Dear Mr. Gonzalez:

              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-1 submitted February 12, 2021

       Cover Page

   1.                                                   Please expand your
cover page disclosure to briefly discuss the contemplated dual-class
                                                        structure and the
relative voting rights of your Class A and Class B common stock. In
                                                        addition, please tell
us whether you will be considered a controlled company and if so,
                                                        please include
disclosure of your controlled company status on the prospectus cover page
                                                        and, if true, that you
do not intend to comply with certain corporate governance
                                                        requirements.
Furthermore, please add risk factor disclosure in the prospectus to discuss,
                                                        as applicable, your
controlled company status, exemptions you may use for governance
                                                        rules, whether your
dual class structure could inhibit inclusion in certain stock market
                                                        indices, and potential
adverse effects on your market price and liquidity.
 Edmundo Gonzalez
FirstName
Marpai, Inc.LastNameEdmundo Gonzalez
Comapany
March       NameMarpai, Inc.
       14, 2021
March2 14, 2021 Page 2
Page
FirstName LastName
2.       We note that this is a firm commitment offering. Please identify the
lead underwriter(s) on
         the prospectus cover page.
3.       Please revise to highlight, if true, that the closing of the offering
is conditioned on the
         closing of the merger between Marpai Health, Inc. and Continental
Benefits, LLC.
Certain Defined Terms, page 1

4.       Although we do not object to the inclusion of the glossary, please
revise the text of the
         prospectus to explain these terms where first used.
Prospectus Summary
Our Company, page 5

5.       In light of your disclosure that you integrated the businesses in
January 2021,
         please provide us with the basis for the statement that your service
can "lower costs" and
         "improve health outcomes," or revise to state this is your belief. In
addition, please revise
         your disclosure throughout the Summary to clearly reflect the
aspirational nature of
         aspects of your combined business.
6.       Please provide your basis for your statement that "[y]our A.I. models
have shown an
         accuracy rate of 94% when predicting who will have a diabetes type 2
diagnosis in the
         next twelve months," including such items as: how this figure was
arrived at, how many
         members were modeled and what existing data you used to validate this
figure.
7.       We note your disclosure in the second paragraph that Continental
Benefits is a "healthcare
         payer" and that you are combining to create the "Payer of the Future."
Please revise to
         clarify the term "payer" by explaining, if true, you will not be
providing insurance. Also
         revise to clarify which "country" you are referencing in the second
sentence.
8.       Please revise to explain the phrase "bend the cost curve."
Our Strategy, page 7

9.       We note your disclosure that you "plan to use A.I. in virtually every
part of [y]our TPA
         business" on page 7 and on page 103. Please balance your disclosure to
clarify whether
         your A.I. technology has actually been integrated in each of your
"core systems." Please
         further disclose if the integration has been completed or in a
prototype, or whether
         there are features and functionality that do not currently exist with
the current state of your
         technology.
10.      Please briefly describe the cost-cutting measures that management has
instituted or plans
         to institute based on FTI's recommendation here as well as in greater
detail in the Business
         section.
Our TopCare Program, page 8

11.      We note your statement on page 9 that, "[y]our services provide not
only lower costs, but
 Edmundo Gonzalez
Marpai, Inc.
March 14, 2021
Page 3
         also better value for the money spent on healthcare, and therefore
greatly reducing any
         waste related to care coordination and care delivery." Please revise
to provide support for
         these claims.
Implications of Being an Emerging Growth Company and a Smaller Reporting
Company, page
11

12.      Please supplementally provide us with copies of all written
communications, as defined
         in Rule 405 under the Securities Act, that you, or anyone authorized
to do so on your
         behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
         whether or not they retain copies of the communications.
13.      We note your disclosure here that you, "have elected not to avail
ourselves of the extended
         transition period for complying with new or revised financial
accounting standards."
         However, you appear to not have checked the box on the cover page
indicating you have
         elected not to use the extended transition period for complying with
any new or revised
         financial accounting standards provided pursuant to Section 7(a)(2)(B)
of the Securities
         Act. Please correct this apparent inconsistency or otherwise advise.
Summary Risk Factors, page 12

14.      With reference to the risk factor disclosure on page 35, please revise
to highlight the
         33.8% and 24.2% customer attrition rates. Also highlight the
disclosure on page 35 that
         the auditors for both companies have expressed substantial doubt about
their ability to
         continue as going concerns.
Note 2, page 27

15.      Please expand your disclosure to explain why a disproportionate amount
of purchase price
         is allocated to goodwill instead of to technology-based intangible
assets. In this regard, we
         note Continental's substantial investment in information technology
and its customized
         technology platform described on page 89. See ASC 805-20-55.
16.      Given that the business combination is contingent on the IPO, please
disclose the extent to
         which your IPO price will be used to calculate the Acquisition
purchase price for
         accounting purposes.
The audited financial statements of both Continental Benefits and Marpai for
the year ended
December 31, 2019 included..., page 35
FirstName LastNameEdmundo Gonzalez
17.    We note your disclosure that, "HillCour, Inc. has pledged additional
capital as necessary
Comapany    NameMarpai,
       to support workingInc.
                          capital requirements through the end of December
2021." Please
March quantify
       14, 2021 the amount
                 Page 3    and disclose the material terms of such agreement.
FirstName LastName
 Edmundo Gonzalez
FirstName
Marpai, Inc.LastNameEdmundo Gonzalez
Comapany
March       NameMarpai, Inc.
       14, 2021
March4 14, 2021 Page 4
Page
FirstName LastName
Our dual-class share structure with different voting rights will limit your
ability to influence
corporate matters and could discourage..., page 62

18.      Please revise your disclosure here to quantify the beneficial
ownership and voting power
         held by holders of Class B common stock upon completion of the
offering. Please state
         whether these holders will be able to control all matters submitted to
stockholders for
         approval. In addition, we note that your directors and officers have
94.2% of the voting
         power. Please discuss the effect such control may have on your
business and your
         shareholders.
Our bylaws designate a state or federal court located within the State of
Delaware as the
exclusive forum for certain litigation that may..., page 63

19.      We note the disclosure here indicates that your "bylaws designate a
state or federal court
         located within the State of Delaware as the exclusive forum for
certain litigation."
         However, your Form of Amended and Restated Certificate of
Incorporation filed as
         Exhibit 3.2 includes an exclusive forum provision that specifies the
Delaware Court of
         Chancery as the exclusive forum. Please reconcile this apparent
inconsistency. In addition,
         please describe in your "Description of Capital Stock" section the
exclusive forum
         provision and disclose whether this provision applies to actions
arising under the
         Securities Act or Exchange Act. We note in this regard that Section 27
of the Exchange
         Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
         liability created by the Exchange Act or the rules or regulations
thereunder, and Section
         22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all
         suits brought to enforce any duty or liability created by the
Securities Act or the rules and
         regulations thereunder. If this provision applies to Securities Act
claims, please also revise
         your prospectus to state that there is uncertainty as to whether a
court would enforce such
         provision and that investors cannot waive compliance with the federal
securities laws and
         the rules and regulations thereunder. If this provision does not apply
to actions arising
         under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
         provision in the governing documents states this clearly, or tell us
how you will inform
         investors in future filings that the provision does not apply to any
actions arising under the
         Securities Act or Exchange Act.
Use of Proceeds, page 66

20.      You disclose that you plan to use the proceeds of this offering to
repay indebtedness.
         Please disclose the interest rate and maturity of the debt that you
intend to repay and
         discuss the use of proceeds of that debt, if applicable. Refer to
Instruction 4 in Item 504 of
         Regulation S-K.
21.      We note your disclosure on page 60 that, "[u]p to $2.9 million from
the net proceeds of
         this offering will also be used to service our debt obligations over
the next 48 months."
         However, here you appear to state that you will only use
"approximately $1.5 million" to
         repay certain debt. Please revise your disclosure for this apparent
inconsistency or
 Edmundo Gonzalez
Marpai, Inc.
March 14, 2021
Page 5
         otherwise advise.
The Merger, page 90

22.      It is not clear why the number of Class B shares being issued sums to
1,914,915 whereas
         the table on page 120 reports over 3 million Class B shares. Given
that the Class B stock
         has 10 votes per share, please quantify for us Mr. Lamendola's
effective voting interest in
         Marpai Health Inc. immediately before and immediately after the
business combination.
         Further, tell us what his effective voting interest would be assuming
the conversion of
         his convertible notes. Also, tell us what his effective voting
interest would be
         assuming the conversion of the notes and the exercise of any
convertible equity
         instruments such as warrants and stock options that he has. Finally,
please tell us how you
         considered this data in identifying the accounting acquiror. See ASC
805-10-55-12.
Conditions to the Closing, page 93

23.      We note your disclosure that, "Closing conditions also included the
completion of this
         offering on or before February 28, 2021, with an option to extend this
date to May 31,
         2021 with Marpai, Inc.   s consent, and an additional three-month
extension to August 31,
         2021." However, we note the Form of Equity Interest Purchase Agreement
and
         Reorganization Agreement you filed as Exhibit 3.1 states the "closing
the IPO shall be set
         to occur on or before April 15, 2021." Please correct this
inconsistency or otherwise
         advise. In addition, we note that your disclosure on when the Merger
will close is unclear.
         You state that the "Merger will become effective concurrently with, or
immediately prior
         to the completion of this offering" and elsewhere you state the
closing can "occur on the
         date upon which, or by the third business day after, all listed
closing conditions (the
            Closing Conditions   ) are satisfied or waived." Please revise your
disclosure to clarify the
         timing of the closing of the contemplated Purchase and Reorganization
Agreement,
         including the Merger.
Competition, page 105

24.      Please update your disclosure here to discuss the other competitors
you describe in your
         risk factor disclosure on page 38, including very large health
insurance companies and
         Clover Health.
Corporate practice of medicine and fee-splitting and laws, page 107

25.    We note that your disclosure on page 9 and elsewhere indicates that you
will be using
       patient data to make predictions concerning their health and then
directly alerting those
FirstName LastNameEdmundo Gonzalez
       patients with recommendations to seek appropriate medical care. Please
revise your
Comapany    NameMarpai,
       regulatory         Inc.to address whether there are state laws that
limit your interactions
                  discussion
March with  patients,
       14, 2021  Pageincluding,
                       5         without limitation, the provision of medical
diagnoses.
FirstName LastName
 Edmundo Gonzalez
FirstName
Marpai, Inc.LastNameEdmundo Gonzalez
Comapany
March       NameMarpai, Inc.
       14, 2021
March6 14, 2021 Page 6
Page
FirstName LastName
Employees, page 107

26.      Please disclose the total number of employees, including executive
officers, and the
         number of full-time employees. See Item 101(h)(4)(xii) of Regulation
S-K. Specifically,
         we note that your disclosure here is unclear with respect to Marpai
Health. In addition, it
         appears from your management's biographies that some of your
executives still hold
         outside employment, such that it is unclear if they are "full-time"
with your company.
Intellectual Property, page 108

27.      With respect to the 3 pending patents, please describe the nature of
the
         patents. Specifically, disclose whether or not these pending patents
protect your A.I.
         technology.
Management, page 109

28.      Please include the disclosure required by Item 402(r) of Regulation
S-K regarding
         compensation to your directors. To the extent you do not compensate
your directors,
         please include disclosure to that effect.
Advisory Board, page 114

29.      Please explain the role of your advisory board and clarify, here or in
the appropriate
         section of your filing, if and how members will be compensated.
Protective Provision, page 123

30.      Please revise to provide a more thorough description of the protective
provision. In
         addition, please consider adding a risk factor that addresses how your
current officers and
         directors may restrict your activities and operations through their
ownership of Class B
         common stock and the protective provision requiring a separate class
vote.
Index to Financial Statements, page 133

31.      Please provide the report of your independent registered public
accounting firm on the
         Marpai financial statements. Also, please re-number the financial
statement pages with an
         F prefix as referenced in the index. Further, please expand this Index
to reference the
         pages where the Continental financial statements are located.
Exhibits

32.      Please file the exhibit required by Item 601(b)(21) of Regulation S-K.
 Edmundo Gonzalez
FirstName
Marpai, Inc.LastNameEdmundo Gonzalez
Comapany
March       NameMarpai, Inc.
       14, 2021
March7 14, 2021 Page 7
Page
FirstName LastName
       You may contact Franklin Wyman at (202) 551-3660 or Al Pavot at (202)
551-3738 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jason Drory at (202) 551-8342 or Joe McCann at (202) 551-6262 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Life
Sciences