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United States securities and exchange commission logo
August 26, 2021
Aaron Rollins
Chief Executive Officer
Airsculpt Technologies, Inc.
400 Alton Road, Unit TH-103M
Miami Beach, FL 33139
Re: Airsculpt
Technologies, Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted August
13, 2021
CIK No. 0001870940
Dear Dr. Rollins:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on From S-1 submitted
August 13, 2021
Market and Other Industry Data, page i
1. We note your response
to prior comment 1. Please also remove statements that the
accuracy and
completeness of third party information is not guaranteed or specifically
state that you are
liable for such information.
Aaron Rollins
FirstName LastNameAaron
Airsculpt Technologies, Inc.Rollins
Comapany
August 26, NameAirsculpt
2021 Technologies, Inc.
August
Page 2 26, 2021 Page 2
FirstName LastName
Letter from the Founder and CEO, page iii
2. We note your response to prior comment 2, including that your
procedure uses a cannulae
to "pluck out" fat cells. This appears inconsistent with your
statements on page 78 that
your procedure drives a cannula 1,000 times per minute in a corkscrew
motion to remove
fat cells. Please revise or explain.
Our Company , page 1
3. We note your response to prior comment 3. Please revise to state, if
true, that the tools
used to implement your fat removal process, such as the Euromi
handpiece device, are
purchased from third parties and that you do not own the proprietary
rights to such tools.
Please revise to provide the basis for your statements that the
systems and methodologies
claimed in your issued patents result in less patient trauma and
improved results relative to
other systems and methods.
4. We note your response to prior comment 5. Please revise to clearly
disclose in the
Summary that the Company is a holding company with operations
conducted through
your subsidiaries and contractual arrangements with your Professional
Associations.
Please highlight that the Professional Associations are set up as
legal entities, separate
from the Company. Please explain that the Professional Associations,
and not the
Company, are the entities that contract with surgeons to provide body
contouring services
to its patients. Please also explain that you have established such
corporate structure due
to the corporate practice of medicine laws. Please also clarify in the
Summary, if true,
that references in the prospectus to the Company , Elite Body
Sculpture , we , us
and our include the Professional Associations.
Our Growing Market Opportunity, page 2
5. We note your response to prior comment 8, including that your market
includes both
surgical procedures and other non-surgical body fat reduction
procedures. Please tell us
what the global body fat reduction industry encompasses.
Corporate Structure and the Reorganization, page 55
6. We note your response to prior comment 6. Please revise to briefly
describe the
transactions contemplated by the Purchase Agreement. Please also
revise to clearly
disclose the existing owners of the parent company where you define
the term on page
54.
7. We note your response to prior comment 12. Please revise your diagrams
on pages 55 and
56 to illustrate the Company's relationship with its Professional
Associations. Please also
clarify why certain entities are represented by a solid line and
others are represented by a
dotted line.
Aaron Rollins
FirstName LastNameAaron
Airsculpt Technologies, Inc.Rollins
Comapany
August 26, NameAirsculpt
2021 Technologies, Inc.
August
Page 3 26, 2021 Page 3
FirstName LastName
Surgeon Practice Structure, page 82
8. We note your response to prior comment 21. We also note your
disclosure on page 68 that
the Company has the ability, through the management services,
succession and related
agreements, to direct the activities (excluding clinical decisions)
that most significantly
affect the Professional Associations economic performance, making
the Company the
primary beneficiary of the Professional Associations and allowing the
Company to
consolidate the Professional Associations into its financial
statements. Please revise to
include a description of the material terms of the succession
agreement and related
agreements. Please also file each of the agreements referenced on page
68 as an exhibit to
your registration statement. Alternatively, please explain to us why
such disclosure is not
required.
Financial Statements
Consolidated Statements of Operations, page F-4
9. Regarding the revisions made related to comments 15 and 26, please
address the
materiality considerations of ASC 250-10-45-27 and whether further
restatement
disclosures are required pursuant to ASC 250-10-45-23. Please expand
your disclosure to
provide a footnote quantifying the individual adjustments that have
been made to each
affected expense category for the periods presented as directed in ASC
250-10-50-7
through 50-10.
You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Deanna Virginio at 202-551-4530 or Celeste Murphy at 202-551-3257 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Richard S. Bass, Esq.