United States securities and exchange commission logo
April 13, 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. 2 to
Preliminary Proxy Statement on Schedule 14A
Filed April 1, 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. 2 to Preliminary Proxy Statement of Schedule 14A filed
April1, 2021
Note 1 - Description of the Business Combination
General Description of the Business Combination Agreement, page 94
1. Please disclose the
estimated fair value of the consideration that will be transferred to the
members of CareMax and
IMC. In this regard, clarify, if true, that although the number of
shares issued to
members of CareMax and IMC are fixed based upon the proposed PIPE
transaction price of
$10 per share, the fair value of the consideration transferred may be
greater than or less
than $10 per share, based on DFHT share trading price. If this is not
the case, please
clarify. Ensure that the fair value of the total consideration transferred
includes the fair value
of the Earnout Shares payable to the members of CareMax and
IMC. Address the need
to provide this fair value information elsewhere in your filing
where you discuss the
consideration payable at closing.
Steven Hochberg
FirstName LastNameSteven Hochberg
Deerfield Healthcare Technology Acquisitions Corp.
Comapany
April NameDeerfield Healthcare Technology Acquisitions Corp.
13, 2021
April 213, 2021 Page 2
Page
FirstName LastName
Note 4.a Adjustments to the Unaudited Pro Forma Condensed Balance Sheet, page
100
2. We note your response to prior comment 2 and have the following
additional comments
related to your cash adjustments:
Your revised Note 4a and your Sources and Uses tabular
presentations on page 96
reflect cash to CareMax and IMC shareholders of $321 million.
However, based on
your disclosures on page 94 and elsewhere in the filing, 68% of
the $364 million
consideration payable to the members of CareMax (or $247.5
million) and 45% of
the $250 million consideration payable to the members of IMC (or
$112.5 million) is
required to be paid in cash. This appears to equate to $360
million in cash. Please
reconcile this apparent difference;
You indicate in your Sources and Uses tabular presentation on
page 96 that the $321
million cash to CareMax and IMC Shareholders is net of the
repayment of debt that
will be made concurrent with the business combination. Please
separately present and
quantify this amount. In this regard, we note that $78 million of
debt repayment is
already separately presented in the table;
Footnote 1 to your No Redemptions Scenario on page 102, Maximum
Redemptions
Scenario on page 103 and Pro Forma Adjustments to Stockholders
Equity on page
104 refers to $233 million in cash. Please explain why this cash
amount is not the
$247.5 million cash amount referenced in the first bullet; and
You indicate in Note 5 on page 107 that the purchase price of
IMC consisted of $164
million in cash (inclusive of $78 million in assumed IMC
indebtedness). Please
explain how you determined this cash amount in light of the
$112.5 million cash
amount referenced in the first bullet.
Note 4.e. Pro Forma Adjustments, page 102
3. We note your response to prior comment 5 and the expanded disclosures
related to the
$232,993 line item "Elimination of DFHT stockholders equity and equity
impact of the
reverse merger transaction". Notwithstanding your disclosure presented
in footnote 1 to
the No Redemption Scenario on page 102, the Maximum Redemption
Scenario on page
103 and the Pro Forma Adjustments presentation on page 104, it appears
that the
adjustment should simply represent the cash portion of the merger
consideration paid to
the CareMax members, reflected as a dividend as a result of reverse
merger accounting.
Please revise the line item caption and the footnote disclosures to
clarify or explain how
your current disclosures represent the impact that reverse merger
accounting will have on
the historical equity of CareMax and DFHT.
Note 5. Business Combination, page 107
4. We note your response to prior comment 5 which indicates that you will
refer to the
trading price of the Company on the actual acquisition date in the
determination of the
equity portion of the purchase consideration for the Business
Combination. Please revise
Steven Hochberg
Deerfield Healthcare Technology Acquisitions Corp.
April 13, 2021
Page 3
Note 5 to clarify. In addition, tell us why you to refer to the $10 PIPE
price as your basis
for determining the fair value of DFHT shares rather than the DFHT's
trading price. In
this regard, we note that DFHT shares have consistently traded above the
$10 PIPE price,
and at prices greater than what is portrayed by the 10% sensitivity
analysis.
Certain Projected Financial Information, page 137
5. Please discuss the assumptions, uncertainties and contingencies related
to the projected
revenue growth rate from 2020 to 2023.
6. We note your disclosures that the prospective financial information was
prepared and
provided by CareMax and IMC and are susceptible to varying
interpretations.
Additionally, we note that you provide the projections because they were
requested by
DFHT for its evaluation of the business combination and the indication on
page 136 that
DFHT's management and Board believe CareMarx and IMC will experience
continued
growth based on the unaudited results and forecasts. Given management and
the Board's
reliance on the projections, please include a discussion of their
interpretation of such
projected financial forecasts.
Audited Financial Statements for CareMax and IMC, page F-1
7. Please revise to include the audited financial statements for year ended
December 31,
2018 for both CareMax and IMC pursuant to Item 14(c)(2) of Schedule 14A
and Part C,
Item 17 of Form S-4. In this regard, it does not appear that either
entity qualifies as a
smaller reporting entity.
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
April 13, 2021 Page 3
cc: Joel Rubinstein
FirstName LastName