United States securities and exchange commission logo





                             March 13, 2023

       Shantanu Gaur
       Chief Executive Officer
       Allurion Technologies Holdings, Inc.
       11 Huron Drive
       Natick, MA 01760

                                                        Re: Allurion
Technologies Holdings, Inc.
                                                            Draft Registration
Statement on Form S-4
                                                            Submitted February
14, 2023
                                                            CIK No. 0001964979

       Dear Shantanu Gaur:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

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

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

       Draft Registration Statement on Form S-4, submitted February 14, 2023

       Question: What Are The Risks For Any Public Warrant Holders Post
Business Combination?,
       page 21

   1.                                                   Revise this Question &
Answer to quantify the value of warrants, based on recent trading
                                                        prices, that may be
retained by redeeming stockholders assuming maximum redemptions
                                                        and identify any
material resulting risks.
       Question: What Are The Material Differences, If Any, In The Terms And
Price Of Securities
       Issued, page 23

   2.                                                   Please revise to
disclose the approximate number of shares that the PIPE Investors will
                                                        purchase at a discount
to the market price in the PIPE Investment.
 Shantanu Gaur
FirstName  LastNameShantanu  Gaur
Allurion Technologies Holdings, Inc.
Comapany
March      NameAllurion Technologies Holdings, Inc.
       13, 2023
March2 13, 2023 Page 2
Page
FirstName LastName
Questions & Answers About the Business Combination and Special Meeting, page 23

3.       Revise to include a Question & Answer to disclose that under the terms
of the Revenue
         Interest Financing Agreement, Allurion will be required to make
additional payments
         within thirty days of December 31, 2027 in an amount equal to 100% of
the Investment
         Amount less the aggregate amount of all of the payments by Allurion in
respect of the
         revenue interests made to RTW prior to such date, if RTW has not
received revenue
         interest payments equal to 100% of the Investment Amount by December
31, 2027. In
         your discussion, also describe the RTW Side Letter and Additional
Revenue Interest
         Financing Agreement.
Question: What Are the U.S Federal Income Tax Consequences of the CPUH Merger?,
page 24

4.       We note your disclosure that it is intended that the CPUH Merger will
constitute a
         reorganization within the meaning of Section 368(a)(1)(F) of the Code
and that holders of
         Compute Health Class A Common Stock or warrants will generally not
recognize gain or
         loss upon the exchange of such securities for New Allurion Common
Stock or
         warrants. As a result, it appears that tax consequences may be
material to shareholders.
         Please revise your disclosures to identify tax counsel and file a
related opinion or provide
         us with an analysis explaining why it is not necessary to do so. For
guidance, refer to
         Item 601(b)(8) of Regulation S-K and Section III of Staff Legal
Bulletin 19 (October 14,
         2011).
We expect to incur losses for the foreseeable future, and our ability to
achieve and maintain
profitability depends on the commercial succes, page 66

5.       Please revise the second paragraph by clarifying that your products
have not been
         approved through the regulatory process yet in the United States.
We do not expect that health care providers or patients will receive
third-party reimbursement...,
page 68

6.       We note your risk factor indicating that inflation, the conflict in
Ukraine, and COVID-19
         could potentially impact demand for your products and, thus, your
profit margins. Please
         update your risk factors if recent pressures have materially impacted
your operations. In
         this regard, identify the types of economic pressures you are facing
and how your business
         has been affected.
Sales of shares of New Allurion Common Stock following the completion of the
Mergers may
cause the market price, page 111

7.       Revise to provide clear and quantified disclosure about the portion of
the combined
         company's total outstanding shares that may be sold into the market
following the
         Business Combination. Identify each set of investors that will have
certain registration
         rights and specify the number of securities they will be able to sell
pursuant to future
         resale registration statements that the combined company will be
required to file.
 Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 3
         Highlight that certain investors may have an incentive to sell even if
the trading price at
         that time is below Compute Health's IPO price.
Some of Compute Health's officers and directors may have conflicts of interest
, page 112

8.       We note the disclosure on page 260 that Compute Health's sponsor,
officers and directors,
         or any of their respective affiliates, will be reimbursed for any
out-of-pocket expenses
         incurred in connection with activities on its behalf and that there is
no cap or ceiling on
         the reimbursement of out-of-pocket expenses incurred by such persons
in connection with
         activities on Compute Health's behalf. Revise the risk factor to
disclose the
         approximate out-of-pocket expenses subject to reimbursement in
connection with this
         Business Combination and related transactions.
Pre-existing relationships between participants in the Business Combination and
the related
transactions or their affiliates, page 113

9.       Revise to enhance your disclosure by describing the pre-existing
relationships between the
         participants in the Business Combination and the related transactions
or their affiliates.
In connection with the Business Combination, the Sponsor, or Compute Health's
Initial
Stockholders, directors...officers...may elect, page 118

10.      We note that in connection with the stockholder vote to approve the
Business
         Combination, the Sponsor, directors, officers or their respective
affiliates may privately
         negotiate transactions to purchase shares from stockholders and that
the purpose of any
         such purchases of shares would be to vote such shares in favor of the
Business
         Combination and thereby increase the likelihood of obtaining
stockholder approval of the
         Business Combination. Please provide your analysis on how such
purchases comply with
         Rule 14e-5. See Tender Offers and Schedules Compliance and Disclosure
Interpretation
         Question 166.01.
Background to the Business Combination, page 149

11.    We note that the Compute Health management team "evaluated approximately
35
       potential business combination targets and entered into non-disclosure
agreements with
       six potential targets" and then, subsequently, "entered into non-binding
indications of
       interest with two potential business combination targets, including
Allurion." Please
FirstName LastNameShantanu Gaur
       revise your disclosure to provide additional detail regarding the
process of eliminating
Comapany    NameAllurion
       potential targets andTechnologies  Holdings, in
                             the factors considered  Inc.
                                                       the determination to
progress with certain
March potential
       13, 2023 targets.
                 Page 3
FirstName LastName
 Shantanu Gaur
FirstName  LastNameShantanu  Gaur
Allurion Technologies Holdings, Inc.
Comapany
March      NameAllurion Technologies Holdings, Inc.
       13, 2023
March4 13, 2023 Page 4
Page
FirstName LastName
12.      We note that Jean Nehme and Krishna Gupta had met prior to the October
2021
         discussions of Allurion as a potential target for Compute Health's
initial business
         combination. Please revise to provide additional information regarding
the relationship
         between Messrs. Nehme and Gupta prior to the initial engagement
discussions and, to the
         extent necessary, update your disclosure elsewhere or add relevant
risk factors to include
         such information.
13.      We note that in early 2022, Allurion was engaged in discussions with
another SPAC and,
         because of that, discussions with Compute Health temporarily ceased
but then were re-
         initiated two months later. Please revise to disclose the reasons why
on March 18, 2022,
         Dr. Gaur and Mr. Ishrak reengaged discussions regarding a potential
business combination
         between Allurion and Compute Health.
14.      On page 153, you state that the parties have faced challenges in
securing financing
         commitments for the proposed business combination. Please provide
additional detail
         regarding these challenges, the reasons for such challenges and how
the parties have
         resolved them.
15.      We note the disclosure that on April 11, 2022, Mr. Ishrak and a
representative of
         Medtronic discussed potential collaboration opportunities between
Medtronic and
         Allurion in connection with the potential business combination. Revise
to clarify whether
         Mr. Ishrak introduced Medtronic to Allurion due to his pre-existing
relationship
         with Medtronic.
16.      We note disclosure that on November 15, 2022, the underwriter in the
IPO waived any
         entitlement it may have to any deferred underwriting commissions in
connection with the
         IPO, which amount is disclosed as approximately $30 million. Revise to
describe the
         reasons why such commissions were waived and disclose whether
consideration was
         exchanged for such waiver. Also include risk factor disclosure, as
appropriate.
The Compute Health Board's Reasons for Approval of the Business Combination,
page 160

17.      We note, in your bullet point regarding Allurion's Superior Customer
Experience and
         Growing Patient Base, that Allurion "anticipates that patients will
conduct over 10 million
            weigh ins    by 2023." Please revise to provide context by
disclosing the number of
         "weigh ins" you have conducted to date and clarify the number of
"weigh ins" you intend
         on conducting by completion of 2023 or remove.
18.      We note, in your seventh bullet point on page 162, that "Allurion was
valued on an
         implied enterprise value to 2023E revenue multiple of 3.6x" but that
there were
         discussions regarding whether the enterprise value would be determined
using 4.0x, 4.28x,
         and 5.0x. Please revise your disclosure to discuss how the parties
reached agreement on
         the enterprise value for Allurion.
19.      We note the disclosure that the directors of Compute Health reviewed
and considered the
         conflicts of interest during the evaluation and negotiation of the
Business Combination
 Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 5
         and concluded that the potentially disparate interests would be
mitigated and that "the
         majority of these interests were disclosed in the prospectus for the
IPO" and "all of these
         interests would be included in this proxy statement/prospectus."
Revise to expand your
         disclosure to more fully describe the interests and discuss how
Compute Health's Board
         considered those conflicts of interest in negotiating and recommending
the business
         combination.
Certain Projected Financial Information, page 178

20.      We note that you have provided projections of estimated total
revenues, gross profit, and
         sales and marketing expenses for the years ended December 31, 2022,
2023 and 2024.
         Please revise your disclosure to provide more specific assumptions to
enhance an
         investors understanding of the basis for your projections. We refer
you to the
         Commissions guidance regarding projections provided in Item 10(b)(3)
of Regulation S-
         K.
21.      We note that you present projections of Adjusted EBITDA, Adjusted
EBIT, and Free
         Cash Flow. Please revise to provide a clear definition of each
non-GAAP measure,
         including how it was calculated, a description of the GAAP financial
measure to which it
         is most closely related, and an explanation of why the non-GAAP
financial measure was
         used instead of GAAP measure.

Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Compute Health
Critical Accounting Policies
Offering Costs Associated With the Initial Public Offering , page 262

22.      We note that the underwriter has waived any entitlement it may have to
the deferred
         underwriting commissions and the deferred underwriting fee liability
was reversed in the
         year ended December 31, 2022. As a result, the amount allocated to
Public Warrants was
         recorded as a gain and the amount allocated to the Class A common
stock was included in
         additional paid-in capital. Please explain to us the basis for your
accounting treatment for
         the reversal.
Overview, page 265

23.    We note that you "believe the VCS can potentially be a platform for
optimal long-term
FirstName LastNameShantanu Gaur
       follow up after other medical and surgical weight loss interventions in
the future." Please
Comapany    NameAllurion
       revise              Technologies
              your disclosure             Holdings,
                              to discuss any        Inc.
                                             material steps taken toward this
plan or state that
March there  havePage
       13, 2023   been5 none.
FirstName LastName
 Shantanu Gaur
FirstName  LastNameShantanu  Gaur
Allurion Technologies Holdings, Inc.
Comapany
March      NameAllurion Technologies Holdings, Inc.
       13, 2023
March6 13, 2023 Page 6
Page
FirstName LastName
Information about Allurion
Our Platform, page 268

24.      You state that the Allurion Balloon is swallowed as a capsule under
the guidance of a
         health care provider without surgery, endoscopy, or anesthesia and the
placement takes
         approximately 15 minutes during an outpatient visit. Please clarify
whether this time
         varies between outpatient offices.

Intellectual Property, page 276

25.      We note that you own a number of patents and trademarks across
multiple jurisdictions.
         Please revise to disclose the owned patents, type of patent
protection, identification
         number, jurisdiction in which the protection is held, and patent
expiration dates. Please
         also update your discussion to include the timeline of your specific
trademarks, whether
         they are currently in active use, and whether they must be in
continued use or will be
         maintained until a third-party challenge. In this regard, a tabular
format may be useful.
Allurion Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13

26.      We note from your disclosure that you provide customers purchasing the
Allurion Gastric
         Balloon with an implied license for access to your VCS software and
that this implied
         software license was given to customers for no additional
consideration and was not
         negotiated as part of the customer   s contracts. We also note that
you determined that the
         estimated standalone selling price of the implied license is
immaterial to the total contract
         consideration and that you concluded that the VCS software is an
immaterial promise and
         is not a separate performance obligation. In that regard, explain to
us any additional
         services you must provide or obligations you have related to the
implied license to the
         VCS software and how you applied the guidance in ASC 606-10-32 31
through 35.
Note 3. Revenue, page F-17

27.      A significant percentage of your revenue is included in the table
under all other countries.
         Please tell us how you considered the guidance in ASC 606-10-50 and
280-10-50-41
         related to separately disclosing these countries.
Note 16. Subsequent Events
Proposed Merger, page F-35

28.      We see that you entered into a revenue interest financing agreement
with RTW, pursuant
         to which RTW agreed to pay you an aggregate of $40.0 million
concurrent with the
         closing of the Business Combination, in exchange for the receipt of
future revenue interest
         payments on all current and future products and digital solutions
developed and to be
 Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 7
         developed by the company until 2030. Please revise to disclose all
significant terms
         related to this financing agreement and explain to us how you will
account for the
         agreement.
29.      In this regard, please revise to disclose specific details of the RTW
Side Letter and tell us
         your planned accounting treatment.
General

30.      With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
         addresses how this fact could impact your ability to complete your
initial business
         combination. For instance, discuss the risk to investors that you may
not be able to
         complete an initial business combination with a U.S. target company
should the
         transaction be subject to review by a U.S. government entity, such as
the Committee on
         Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that
         as a result, the pool of potential targets with which you could
complete an initial business
         combination may be limited. Further, disclose that the time necessary
for government
         review of the transaction or a decision to prohibit the transaction
could prevent you from
         completing an initial business combination and require you to
liquidate. Disclose the
         consequences of liquidation to investors, such as the losses of the
investment opportunity
         in a target company, any price appreciation in the combined company,
and the warrants,
         which would expire worthless.
31.      Please provide us with copies of the materials that your financial
advisor prepared and
         shared with your board in connection with this transaction, including
any board books,
         transcripts and summaries of oral presentations made to the board. We
may have
         additional comments after we review those materials.
32.    Please disclose the sponsor and its affiliates    total potential
ownership interest in the
       combined
FirstName         company, assuming
            LastNameShantanu     Gaur exercise of all securities.
Comapany
33.         NameAllurion
       It appears           Technologies
                  that you will             Holdings,and
                                adopt an amended      Inc.restated charter.
Revise to include the form
March of
       13,amended
           2023 Pageand7 restated certificate of incorporation as an annex to
your filing.
FirstName LastName
 Shantanu Gaur
FirstName  LastNameShantanu  Gaur
Allurion Technologies Holdings, Inc.
Comapany
March      NameAllurion Technologies Holdings, Inc.
       13, 2023
March8 13, 2023 Page 8
Page
FirstName LastName
       You may contact Julie Sherman at 202-551-3640 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Richie at 202-551-7857 or Lauren Nguyen at 202-551-3642 with
any other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Industrial
Applications and
                                                        Services
cc:      Danielle Lauzon