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United States securities and exchange commission logo
October 27, 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. 2 to
Registration
Statement on Form S-4
Filed October 13,
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
October 8, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Risk Factors, page 97
1. We note your risk
factor on page 96 that indicates you identified a significant deficiency
in your internal
control over financial reporting as of June 30, 2021. Additionally, this
disclosure further
states that your misclassification of the Class A ordinary shares was
quantitatively material
to individual line items within the balance sheet, but not material to
your reported financial
position and is qualitatively immaterial to your financial
statements. Please
respond to the following:
Provide us with
your SAB 99 analysis supporting your conclusion that the error is not
material to your
financial statements;
Arthur Cohen
HealthCor Catalio Acquisition Corp.
October 27, 2021
Page 2
Explain in further detail how you concluded the error resulted from
a significant
deficiency in your internal control over financial reporting, instead
of a material
weakness; and
Explain why you believe that the industry-wide issues and related
insufficient risk
assessment of the underlying accounting for certain instruments led
to your
conclusion that the misclassification of the Class A ordinary shares
represents a
significant deficiency.
Background of the Business Combination, page 122
2. We note the changes made in response to prior comment number 2 and we
reissue the
comment in part. With reference to the disclosure at the bottom of page
124 and top of
page 125, please provide tabular disclosure of the results of the
comparable company
analysis performed by HealthCor's management. The table should include
each metric
that was compared and present those metrics for each of the comparable
companies as
well as the combined Hyperfine and Liminal entity.
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.
Sincerely,
FirstName LastNameArthur Cohen
Division of
Corporation Finance
Comapany NameHealthCor Catalio Acquisition Corp.
Office of Life
Sciences
October 27, 2021 Page 2
cc: Debbie P. Yee, P.C.
FirstName LastName