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United States securities and exchange commission logo
April 13, 2023
Dennis Dean
Chief Financial Officer
AirSculpt Technologies, Inc.
1111 Lincoln Road, Suite 802
Miami Beach, FL 33139
Re: AirSculpt
Technologies, Inc.
Form 10-K for the
fiscal year ended December 31, 2022
Filed March 10,
2023
File No. 001-40973
Dear Dennis Dean:
We have limited our review of your filing to the financial
statements and related
disclosures 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Non-GAAP Financial Measures, page 49
1. In tabular form, please
provide us a detailed list of the actual costs included in pre-
opening de novo and
relocation costs for each of the years presented, sorted by center.
For each of the
centers, also tell us the date the center was opened, and the ranges of dates
these costs were
incurred. Also tell us where the costs are presented in your statements of
operations. In
addition, please tell us how you considered Question 100.01 of the Non-
GAAP Financial Measures
Compliance & Disclosure Interpretations, as updated
December 13, 2022, in
determining it was appropriate to include these costs as part of
your non-GAAP
adjustment.
2. We note instances where
you make references to normalized amounts and base year-over-
year changes or other
metrics on these normalized amounts. Normalized amounts
Dennis Dean
AirSculpt Technologies, Inc.
April 13, 2023
Page 2
appear to be based on an individually tailored accounting principle as
described in
Question 100.04 of the Non-GAAP Financial Measures Compliance &
Disclosure
Interpretations. Please tell us how you considered this interpretation
in determining your
adjustments to normalize amounts are appropriate.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Christie Wong at 202-551-3684 or Michael Fay, Senior
Staff
Accountant, at 202-551-3812 with any questions.
Sincerely,
FirstName LastNameDennis Dean
Division of
Corporation Finance
Comapany NameAirSculpt Technologies, Inc.
Office of
Industrial Applications and
April 13, 2023 Page 2 Services
FirstName LastName