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United States securities and exchange commission logo
October 8, 2021
Arthur Cohen
Chief Executive Officer
HealthCor Catalio Acquisition Corp.
55 Hudson Yards, 28th Floor
New York, NY 10001
Re: HealthCor Catalio
Acquisition Corp.
Amendment No. 1 to
Registration
Statement on Form S-4
Filed September 29,
2021
File No. 333-259148
Dear Mr. Cohen:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 21, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
The Business Combination Agreement
Background of the Business Combination, page 121
1. We note your response
to prior comment 5. Please revise to clarify how the valuation
discussed on page 124
for the combined companies agreed to in the LOI was developed
by May 26, 2021 when
significant changes were made to the underlying revenue estimates
following that date.
Alternately, clarify why the significant changes to revenue
estimates that occurred
after May 26, 2021 did not affect the valuation for the combined
companies agreed to in
the LOI.
Arthur Cohen
FirstName LastNameArthur Cohen
HealthCor Catalio Acquisition Corp.
Comapany
October NameHealthCor Catalio Acquisition Corp.
8, 2021
October
Page 2 8, 2021 Page 2
FirstName LastName
HealthCor's Board of Directors' Reasons for the Approval of the Business
Combination, page
125
2. We note the changes made in response to prior comment 6 on pages 126
and 127
disclosing that the the HealthCor Board considered the enterprise
value of at least 11
comparable publicly traded companies. Please expand your disclosure to
describe this
analysis. In addition to the analysis itself, your disclosure should
include, without
limitation, all material criteria and assumptions that management used
to determine that
the selected companies were the most comparable to the combined
Hyperfine and
Liminal.
U.S. Federal Income Tax Considerations, page 169
3. We note the following statement on page 170: "THE FOLLOWING IS FOR
INFORMATIONAL PURPOSES ONLY." This statement appears to be an
inappropriate
disclaimer as investors are entitled to rely on the opinion expressed.
Please remove the
statement or advise. Further, please revise the rest of the statement
and similar statements
on pages 173, 175 and 176 to clarify that individuals may want to
consult with their own
tax advisor or counsel only to the extent that their personal tax
consequences of an
investment may vary as a result of different tax situations, and to
remove the implication
that the recommendation disclaims reliance on counsel's opinion as to
the tax
consequences of the domestication, an exercise of redemption rights
and ownership and
disposition of shares of New Hyperfine Class A common stock. Refer to
Staff Legal
Bulletin No. 19, Part III.D.1 for guidance.
Hyperfine, Inc. and Liminal Sciences, Inc.
Notes to Combined Financial Statements
Note 5. Inventories, page F-48
4. We note your response to prior comment 16. Please expand your
disclosures to discuss
the nature of the manufacturing process performed by your
employees. If such costs
solely relate to warehousing logistics coordination and material
sourcing activities, please
clarify. Also, in light of the fact that your inventories primarily
consist of finished goods
which are produced by the Company s third party contract
manufacturers, please address
the need to clarify your references to estimated costs of
completion on page 255,
indirect production costs on page F-48 and inventory acquired
or produced on page F-
72.
You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Joe McCann at 202-551-6262 with any
other
questions.
Arthur Cohen
HealthCor Catalio Acquisition Corp.
October 8, 2021
Page 3
Sincerely,
FirstName LastNameArthur Cohen
Division of Corporation
Finance
Comapany NameHealthCor Catalio Acquisition Corp.
Office of Life Sciences
October 8, 2021 Page 3
cc: Debbie P. Yee, P.C.
FirstName LastName