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United States securities and exchange commission logo
March 2, 2021
Brenton L. Saunders
Chairman of the Board of Directors
Vesper Healthcare Acquisition Corp.
1819 West Avenue
Bay 2
Miami Beach, FL 33139
Re: Vesper Healthcare
Acquisition Corp.
Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed February 11,
2021
File No. 001-39565
Dear Mr. Saunders:
We have reviewed your filing 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.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Background of the Business Combination, page 146
1. We note your response
to comment 8. Please disclose the number of potential target
businesses that were
contacted, at what point these potential alternatives were eliminated
from consideration and
the bases for your determination that HydraFacial was the most
attractive business
combination target.
The Company s Board of Directors Reasons for the Approval of the
Business Combination,
page 153
2. Please expand your
discussion to describe your analyses that led to your conclusion that
the aggregate Merger
Consideration reflects an attractive valuation relative to publicly
listed companies with
certain characteristics comparable to HydraFacial. As part of this
discussion, identify
the companies included in your analysis and compare HydraFacial's
Brenton L. Saunders
Vesper Healthcare Acquisition Corp.
March 2, 2021
Page 2
end market, growth strategies, financial performance, projected growth
rate, gross margins
and projected profitability. Additionally, describe other financial
analyses performed such
as discounted cash flow analyses and/or comparable transaction analyses.
If such analyses
were not performed, please disclose this information.
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 Michael Fay at 202-551-3812 or Daniel Gordon at
202-551-3486 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at 202-551-6761 or Suzanne Hayes at 202-551-3675 with any
other
questions.
Sincerely,
FirstName LastNameBrenton L. Saunders
Division of
Corporation Finance
Comapany NameVesper Healthcare Acquisition Corp.
Office of Life
Sciences
March 2, 2021 Page 2
cc: Andrew R. Brownstein
FirstName LastName