United States securities and exchange commission logo
March 26, 2021
Steven Hochberg
President and Chief Executive Officer
Deerfield Healthcare Technology Acquisitions Corp.
345 Park Avenue South
New York, NY 10010
Re: Deerfield
Healthcare Technology Acquisitions Corp.
Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed March 8, 2021
File No. 001-39391
Dear Mr. Hochberg:
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 filed
March 8, 2021
Anticipated Accounting Treatment, page 26
1. In light of your
revised disclosures on page 91 in response to prior comment 9, please
revise your disclosure
regarding control. In this regard, it is not clear that CareMax
controlled DFHT and IMC
before the Business Combination and, based on voting rights,
will not control DFHT
and IMC after the Business Combination. Address this comment
as it relates to your
discussion of the transaction under the caption, Sale to Deerfield
Healthcare Technology
Acquisition Corporation, on page F-29.
Unaudited Pro Forma Condensed Combined Financial Information of DFHT,
page 91
2. Your response to prior
comment 7 indicates that you have appropriately revised your pro
forma financial
statements to affect a gross, rather than net, presentation on the face of the
pro forma statements.
However, it is still unclear how some of your pro forma
adjustments were
determined. For example, Note 4.a refers readers to Note 1 for your
Steven Hochberg
FirstName LastNameSteven Hochberg
Deerfield Healthcare Technology Acquisitions Corp.
Comapany
March NameDeerfield Healthcare Technology Acquisitions Corp.
26, 2021
March2 26, 2021 Page 2
Page
FirstName LastName
$214,067 adjustment to cash. Unfortunately, Note 1 does not provide
readers with
sufficient information to understand how you arrived at the $214,067
and $103,567
adjustments. Please revise Note 1 and/or Note 4.a to explain to
readers how you arrived at
these cash adjustments.
Note 1 -- Description of the Business Combination
Basis of Presentation, page 95
3. Please revise your first paragraph to refer to the presentation rules
set forth in Rule 11-
02(a)(6) of Regulation S-X and ensure compliance with these rules. See
SEC Release 33-
10786.
Note 3- Reclassifications and Adjustment to Historical Information of DFHT,
CareMax and
IMC, page 102
4. We note that you have presented identical IMC historical and pro forma
statement of
operations columns. Please remove this information or explain why it
is necessary.
Note 4.e Pro Forma Adjustments, page 103
5. We note the additional tabular presentation provided on page 105 in
response to prior
comment 11. Please expand your disclosures to explain how you
determined the
$227,993 adjustment for the reverse recapitalization.
Note 4- Pro forma Adjustments to Stockholders' Equity, page 105
6. Please more fully explain the nature of your $42 million adjustment
for the payment
of transaction fees. Expand your disclosures to identify the nature of
these fees and
clarify why the adjustment is reflected within stockholders' equity.
Please disclose your
business combination fees separately from fees related to your PIPE
transactions. In this
regard, it appears that your business combination fees should be
reflected within your pro
forma statement of operations pursuant to Rule 11-02(a)(i)(6)(B) of
Regulation S-X.
Finally, with reference to Note 1, please also explain why you do
reflect the $42 million
transaction fees as an adjustment to accounts payable and accrued
expenses.
Note 4.j. Pro Forma Adjustments, page 107
7. We note the tabular presentation you presented in response to prior
comment 14. In order
to provide context for the pro forma adjustments, please cross
reference this information
to the fair value information you present in Note 5. Alternatively,
please move this
information to Note 5 and revise your note references on page 93.
8. Your tabular presentation reflects a $77,163 adjustment related to
IMC's long term debt.
Please separately present this adjustment on the face of your pro
forma balance sheet as
you have done for all the other pro forma adjustments related to
CareMax's acquisition of
IMC. In this regard, it appears you should also revise Note 4.c.
Specifically, Note 4.c
refers to the Business Combination, however, it also presents an
adjustment for
Steven Hochberg
Deerfield Healthcare Technology Acquisitions Corp.
March 26, 2021
Page 3
the repayment of historical CareMax debt. Note 5 Business Combination
relates only to
CareMax's acquisition of IMC. Please clarify these disclosures.
Note 5. Business Combination, page 108
9. We note the expanded disclosures provided in response to prior comment
14.
Notwithstanding your belief that customer relationships were not deemed
separable from
goodwill, please separately assess whether IMC s risk contracts
represent an intangible
asset that should be separately identified and recorded at fair value. In
this regard, we
note that a customer contract and the related customer relationship may
represent two
distinct intangible assets. Refer to ASC 805-20-55-24 and provide your
analysis. Your
analysis should compare and contrast the nature of IMC's risk contracts
with those of
CareMax such that certain of CareMax's recent acquisitions resulted in
the recognition of
risk contract intangible assets.
10. You indicate that the value of the DFHT shares was based on the proposed
PIPE
transaction to be closed commensurate with the Business Combination at a
price of $10
per share. Please explain to us further if this is the price that you
will use or whether you
will refer to the trading price of DFHT on the acquisition date. Please
support your
determination of fair value. Please refer to ASC 805-30-30-7.
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 Gary Newberry at 202-551-3761 or Jeanne Baker at
202-551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Suzanne Hayes at 202-551-3675 with any
other
questions.
Sincerely,
FirstName LastNameSteven Hochberg
Division of Corporation
Finance
Comapany NameDeerfield Healthcare Technology Acquisitions Corp.
Office of Life Sciences
March 26, 2021 Page 3
cc: Joel Rubinstein
FirstName LastName