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United States securities and exchange commission logo
October 18, 2021
Steven Hochberg
Chief Executive Officer
DFP Healthcare Acquisitions Corp.
345 Park Avenue South
New York, New York 10010
Re: DFP Healthcare
Acquisitions Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed October 4,
2021
File No. 333-258152
Dear Mr. Hochberg:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 24, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
The Business Combination Proposal
Background of the Business Combination, page 92
1. We note your revised
disclosure on page 96 in response to comment 7. Revise the
background section to
disclose the information in your response to the comment, in
particular that you
received the preliminary projections March 1, 2021, which were
revised downward to
reflect a reduction in projected 2022 revenue for TOI, resulting in
the projections
disclosed in the document.
Certain Interests of TOI's Management and Directors, page 104
2. Refer to comment 24 of
our August 27, 2021 letter. Further revise the disclosure on page
Steven Hochberg
DFP Healthcare Acquisitions Corp.
October 18, 2021
Page 2
104 to provide additional detail. For example, disclose how many members
of TOI
management may be eligible to cash out their stock options, and give an
example of what
the maximum cash out value would be. Also disclose the maximum number of
earnout
shares TOI management will receive and how many and which members of
management
are entitled to earnout shares.
Government Regulation, page 174
3. We reissue comment 13. Substantially revise this section to address the
specific laws and
regulations in California, TOI's largest market, regarding the corporate
practice of
medicine, fee-splitting and how you are able to structure your
arrangements in California
and other states. Potential investors should be informed of the nature
and significance of
these statutes and provisions, how they impact your business structure
and the means
necessary to remain in compliance.
Material U.S. Federal Income Tax Considerations, page 238
4. We note the tax opinion filed as Exhibit 8.1. Revise the opinion to
remove the
inappropriate language that merely opines that the registration statement
contains an
accurate summary of the law. Refer to Section III.C.2 of Staff Legal
Bulletin No. 19.
Revise the registration statement to affirmatively describe the tax
consequences of the
Business Combination will be, as opposed to what they are "expected" to
be, and remove
all inappropriate disclaimers and limitations in the section describing
the tax
consequences, including the "certain" and "expected" consequences. Refer
to Section
III.C.1 of Staff Legal Bulletin No. 19.
You may contact Jenn Do at 202-551-3743 or Brian Cascio at 202-551-3676
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Abby Adams at 202-551-6902 or Irene Paik at 202-551-6553 with any other
questions.
Sincerely,
FirstName LastNameSteven Hochberg
Division of
Corporation Finance
Comapany NameDFP Healthcare Acquisitions Corp.
Office of Life
Sciences
October 18, 2021 Page 2
cc: Joel Rubinstein, Esq.
FirstName LastName