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                            July 17, 2020

       Nicholas Curtis
       Chief Executive Officer
       LENSAR, Inc.
       2800 Discovery Drive
       Orlando FL
       32826

                                                        Re: LENSAR, Inc.
                                                            Draft Registration
Statement on Form 10
                                                            Submitted June 19,
2020
                                                            CIK No. 0001320350

       Dear Mr. Curtis:

              We have reviewed your 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.

       Draft Registration Statement on Form 10 submitted June 19, 2020

       Information Statement Summary, page 1

   1.                                                   Please revise your
summary to provide a more balanced discussion of your company and
                                                        products. Balance the
discussion of your strengths on page 3 with an equally prominent
                                                        discussion of your
weaknesses. Similarly, balance the discussion of your product benefits
                                                        on page 5 with an
equally prominent discussion of any detriments.
       Overview, page 2

   2.                                                   We note your statements
here and throughout your document that your technology
                                                        provides improved
visual outcomes, including your statement on page 6 that "several
 Nicholas Curtis
FirstName  LastNameNicholas Curtis
LENSAR, Inc.
Comapany
July       NameLENSAR, Inc.
     17, 2020
July 17,
Page  2 2020 Page 2
FirstName LastName
         recent studies support the improved outcomes achieved using [y]our
laser system." It is
         unclear if your statements are intended to compare your results to
those of your
         competitors or traditional cataract surgery. Please revise to clarify.
Statements indicating
         that your products are superior to those of your competitors should be
accompanied by
         head to head studies. If your statements are intended to convey
superiority to competitors'
         products, please provide a description of the head to head studies in
the discussion of your
         business. If there are no head to head studies supporting your claim,
please revise your
         disclosure to remove any comparisons to such products.
The Transition to Advanced Refractive Cataract Procedures, page 4

3.       We note your disclosure that 43% of cataract patients do not achieve
the desired visual
         outcome. Please clarify your basis for this statement and clarify
which procedures you
         consider to be "advanced procedures".
Questions and Answers About the Separation and Distribution, page 17

4.       Please revise the Q&A on page 20 to identify any conditions that may
be waived.
         Similarly, revise page 74 and consider providing risk factor
disclosure discussing
         potential consequences is certain conditions are waived.
Risk Factors, page 24

5.       We note the separation agreement provides that each party will use
commercially
         reasonable efforts to remove the other party as guarantor or obligor
with respect to the
         first party's obligations or liabilities. To the extent you have not
yet been removed as a
         guarantor or obligor on any DPL liabilities, please consider risk
factor disclosure
         quantifying the obligation or liability or tell us why you believe
such disclosure is not
         warranted.
6.       Please consider risk factor disclosure discussing the potential
consequences to your
         business if higher unemployment related to COVID-19 results in lower
rates of private
         health insurance.
7.       Please include a risk factor discussion indicating that the Spin-Off
is not a tax exempt
         transaction, which may result in tax liabilities. The discussion
should clarify that any
         amounts received in lieu of fractional shares may not be sufficient to
pay taxes resulting
         from the transaction.
We cannot be certain that our net operating loss carryforwards will be
available to offset future
taxable income., page 37

8.       Please expand your statement indicating your expectation that a
portion of your NOL and
         R&D carryforwards will be eliminated at the time of the Prin-Off to
quantify the expected
         elimination or to explain how the amount will be determined.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
 Nicholas Curtis
FirstName  LastNameNicholas Curtis
LENSAR, Inc.
Comapany
July       NameLENSAR, Inc.
     17, 2020
July 17,
Page  3 2020 Page 3
FirstName LastName
Critical Accounting Policies and Significant Estimates
Product and Service Revenue Recognition, page 94

9.       Please tell us your consideration of providing more robust critical
accounting policy
         disclosures regarding the various judgments and assumptions made in
establishing your
         most subjective accounting policies that are deemed critical, as
required by Item
         303(a)(3)(ii) of Regulation S-K and SEC Release No. 34-48960. Revise
your disclosures
         as appropriate. In revising your revenue recognition policy
disclosures, please include a
         discussion of the key assumptions underlying your policies for
recognizing revenue from
         your LENSAR system sales and leases, and related extended warranties,
and discuss
         the potential events and/or changes in circumstances that could
reasonably be expected to
         affect the key assumptions. Address specifics, such as the factors
that affect your
         conclusion that the LENSAR system is a distinct performance
obligation, given that,
         apparently, your customers cannot derive benefit from the system
without the purchase
         of the disposable patient interface device and procedure licenses. In
your response, please
         address all significant contract features, such as, for example, your
commitment to use
         expanded remote diagnostics to increase system reliability and
encourage surgeon
         confidence with the use of the system. Reference for us the paragraphs
within
         the authoritative literature that support the critical elements of
your product revenue
         recognition accounting policy in your response.
Business
Our Strengths, page 101

10.      We note your statement estimating that you achieved 13% worldwide
market share in
         femtosecond laser assisted cataract surgery in 2019 based on revenue.
Please provide your
         basis for the overall market.
Lensar Laser System, page 109

11.      Please identify the third party that conducted the survey ti evaluate
and assess surgeon
         perceptions.
Intellectual Property, page 114

12.      Please provide the jurisdictions for your foreign patents and the
expiration dates for your
         patents.
13.      Please update your description of the Patton License to disclose:
             each party's rights and obligations under the agreement;
             the aggregate amounts made to date;
             whether the agreement contemplates royalty payments; and
             expiration/termination provisions.
         If there are royalty payments, please quantify the royalty rate or
provide a reasonable
         range not exceeding 10 percentage points, and disclose when the
royalty provisions
         expire. Additionally, file the agreement as an exhibit.
 Nicholas Curtis
LENSAR, Inc.
July 17, 2020
Page 4

         We also note your reference on page 90 to the licensing of
intellectual property from a
         third party for $3.5 million. Please clarify whether this agreement is
the Patton License or
         a separate agreement. If it is a separate license, please identify the
party, describe the
         material terms and file the agreement or tell us why you believe it is
not required.

Manufacturing , page 114

14.      We note your disclosure relating to your sole source suppliers, single
sourced suppliers
         and developer and manufacturer of the phacoemulsification component.
Tot eh extent you
         are substantially dependent on any agreements with these parties,
please identify them,
         describe the material terms and file the agreements as exhibit. If you
believe you are not
         substantially dependent on the agreements,please provide us with an
analysis supporting
         your belief.
Concentration of Customers, page F-14

15.      Please revise to provide the total amount or percentage of revenues
from each major
         customer as required by ASC 280-10-50-42 and the percentage or amount
of accounts
         receivable for the separate customer accounting for more than 10% of
accounts receivable.
       You may contact Ibolya Ignat at 202-551-3636 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Alan
Campbell at 202-551-4224 or Suzanne Hayes at 202-551-3675 with any other
questions.



FirstName LastNameNicholas Curtis                              Sincerely,
Comapany NameLENSAR, Inc.
                                                               Division of
Corporation Finance
July 17, 2020 Page 4                                           Office of Life
Sciences
FirstName LastName