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United States securities and exchange commission logo
September 24, 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. 1 to
Registration Statement on Form S-4
Filed September 7,
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
August 27, 2021 letter.
Amendment No. 1 to Form S-4 filed September 7, 2021
Questions and Answers About the Business Combination and the Special
Meeting
What is TOI?, page 3
1. We note your revised
disclosure in response to comment 2. Please further clarify the
competition in the
"value-based" care segment and your leadership position, so that the
basis for your
statement is clear. Also clarify your references to "value-based agreements"
throughout. It is
unclear how you identify competitors in this segment from traditional
providers, as providing
better care at lower cost would appear to be a common goal, even
if not attained. We
note you state you follow the NCCN guidelines, discussed in comment
30; however, in the
projections on page 108, you identify "Value-Based Contracts"
as "any contract
arrangement a TOI PC has with a payor where the TOI PC has an
Steven Hochberg
DFP Healthcare Acquisitions Corp.
September 24, 2021
Page 2
incentive to help reduce the cost of oncology care." This seems to
only refer to cost
savings. You further state on page 108, as noted throughout, that
"Historically, the TOI
PCs have primarily entered into VBCs which pay the TOI PC a capitation
rate a fixed
fee per month for professional services and specific medical oncology
and related
expenses of patients. There are variations on VBCs where instead of a
fixed monthly fee,
the TOI PC is eligible for either enhanced incentive payments (that
layer on top of
traditional FFS reimbursement models) or a percentage of overall
savings that are
generated relative to a specific benchmark." As the explanation of
value-based care
appears to only consider cost savings, and the historical experience
appears to involve
capitation contracts, the statement of leadership is unclear.
Summary of the Proxy Statement/Prospectus
Redemption Rights, page 28
2. We note your revised disclosure in response to comment 5. Please
revise other disclosure
in the document where you include calculations assuming no redemption
and maximum
redemption to also include an interim redemption scenario. We note,
for example, the
disclosure on pages 32, 35, 112, 151, 153, 156, 157 and 232.
Risk Factors, page 43
3. We have reviewed your response and revisions related to comment 9. You
indicated
that "the Company disclosed that management concluded that the Company
s control over
financial reporting was not effective as of December 31, 2020 on pages
43, 49 and 56 of
the Form 10-K/A filed on May 24, 2021." We note that pages 49 and 56
discuss only
disclosure controls and procedures, not internal control over
financial reporting. Further,
page 43 states that you concluded internal control over financial
reporting was not
effective as of December 31, 2020, but page 56 states, "This annual
report does not
include a report of management s assessment regarding internal
control over financial
reporting due to a transition period established by rules of the
Securities and Exchange
Commission for newly public companies." We note similar disclosure in
the Form 10-Q
for the quarterly period ended June 30, 2021 filed August 16, 2021. If
management has
not assessed internal control over financial reporting as of December
31, 2020, which is
permissible under those transition period rules, please explain how
management can
conclude that it was not effective at that date. In addition, please
revise disclosures
accordingly.
DFP has no operating history and is subject to a mandatory liquidation and
subsequent
dissolution requirement..., page
FirstName LastNameSteven 69
Hochberg
Comapany
4. NameDFP
Revise the addedHealthcare
risk factorAcquisitions Corp.
to disclose the applicable deadline by
which DFP must
complete
September its initial
24, 2021 Page 2business combination.
FirstName LastName
Steven Hochberg
FirstName LastNameSteven
DFP Healthcare AcquisitionsHochberg
Corp.
Comapany 24,
September NameDFP
2021 Healthcare Acquisitions Corp.
September
Page 3 24, 2021 Page 3
FirstName LastName
The Business Combination Proposal
Background of the Business Combination, page 99
5. We note the revised disclosure on page 100 in response to comment 10.
Please clarify the
timing of the discussions with Company B. Initially, the disclosure
indicated that
Company B elected not to pursue a transaction. The revised disclosure
states that DFP
submitted an indication of interest to Company B in March of 2020, but
terminated
discussions when DFP signed a letter of intent with TOI, which did not
occur until March
17, 2021. If the discussions with Company B continued for a year,
revise the background
section to disclose those ongoing discussions.
6. We reissue comment 14 to the extent you have not indicated whether the
locked-box
mechanism is included in the executed merger agreement. We note the
revised disclosure
on pages 102 and 103
7. Refer to comments 12 and 16. We note that the preliminary projections
shared on March
1 were the basis for the first proposed transaction consideration, and
later adjustments
resulted in changes to the consideration. As the projection
adjustments resulted in
material changes, revise to include the different projections provided
by TOI on March 1,
2021, April 26, 2021, June 19, 2021, and, the final projections.
Certain Projected Financial Information , page 106
8. We reissue comment 22 to the extent that you have not explained why it
is appropriate to
group VBCs with capitated contracts where, on former page 42 (now page
43), you
highlighted as a risk of your growth strategy that "future value-based
contracts may not be
as favorable as current capitation contracts."
The Stock Issuance Proposal, page 123
9. Revise to disclose the number of shares you are seeking shareholder
approval to issue,
including any additional shares pursuant to subscription agreements.
Absent an upper
limit, you are asking shareholders to approve a provision that could
further significantly
dilute their ownership. Provide us your analysis regarding how seeking
shareholder
approval for issuance of an unlimited, undetermined number is
appropriate under the
Nasdaq Listing Rules.
Unaudited Pro Forma Condensed Combined Financial Information, page 149
10. We have read your response and revision related to comment 26 in our
letter dated August
27, 2021. We note Section 4.4 of the Warrant Agreement at Exhibit 4.2
continues to
provide tender offer wording that would result in liability
classification. If you
have modified the terms of the Warrant Agreement to indicate that such
a tender offer
which could result in a cash payment would always be in connection
with a change in
control of the Company, please file the amended agreement.
Steven Hochberg
DFP Healthcare Acquisitions Corp.
September 24, 2021
Page 4
11. We have read the response and revision to comment 27 in our letter
dated August 27,
2021. It is not clear how the amounts disclosed in Note (BB) on pages
160-161 reconcile
to the total adjustments denoted as such on pages 153 and 154. Please
revise to clarify
how the compensation expense amounts that are recognized straight line
over three years
under each redemption scenario for each period are appropriately
reflected in the
respective total adjustments.
Business of TOI, page 178
12. Please provide additional detail in your revised disclosure on page
179 in response to
comment 29, regarding your use of proceeds from the business
combination. We note the
revised disclosure on page 107 regarding the material assumptions
underlying the
projections.
Government Regulation, page 188
13. We reissue comment 31 to the extent you have not discussed the
specific laws or
regulations of California, your largest market. For example, briefly
summarize the
California laws preventing the corporate practice of medicine and
fee-splitting and how
you are able to structure your arrangements in California.
Beneficial Ownership of Securities, page 232
14. We note the revised disclosure in response to comment 35 and your
intent to provide
additional information as it becomes available. With reference to
footnote 12, it appears
all shares beneficially owned by the same persons should be listed in
the same line on the
table. Please revise or advise. Refer to the Instructions to Item 403
of Regulation S-K
and Exchange Act Rule 13d-3.
DFP Healthcare Acquisitions Corp. June 30, 2021 Financial Statements
Condensed Consolidated Balance
FirstName LastNameSteven Sheets, page F-2
Hochberg
Comapany
15. NameDFP
Please revise toHealthcare
explain in aAcquisitions
footnote theCorp.
material component(s) of the
$1.52 million
accrued
September expenses
24, 2021 Pagebalance
4 at June 30, 2021.
FirstName LastName
Steven Hochberg
FirstName LastNameSteven
DFP Healthcare AcquisitionsHochberg
Corp.
Comapany 24,
September NameDFP
2021 Healthcare Acquisitions Corp.
September
Page 5 24, 2021 Page 5
FirstName LastName
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,
Division of
Corporation Finance
Office of Life
Sciences
cc: Joel Rubinstein, Esq.