SecProbe.io

September 13, 2019
Richard A. Barasch
Chief Executive Officer
DFB Healthcare Acquisitions Corp.
780 Third Avenue
New York, NY 10017
Re:DFB Healthcare Acquisitions Corp.
Preliminary Proxy Statement on Schedule 14A
Filed August 19, 2019
File No. 001-38399
Dear Mr. Barasch:
            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.
Preliminary Proxy Statement Filed August 19, 2019
General
1.Please include a form of proxy card.  See Rule 14a-6(a) of Regulation 14A.
2.Please tell us the section of the Securities Act or the rule of the Commission under which
exemption from registration is claimed for the shares issued as consideration in the
Business Combination and state the facts relied upon to make the exemption available.
Summary Term Sheet
Merger Agreement; Business Combination, page 1
3.Please disclose in this section the total dollar amount of consideration for the Business
Combination.

 FirstName LastNameRichard A.  Barasch
 Comapany NameDFB Healthcare Acquisitions Corp.
 September 13, 2019 Page 2
 FirstName LastNameRichard A.  Barasch
DFB Healthcare Acquisitions Corp.
September 13, 2019
Page 2
What are the U.S. federal income tax consequences . . ., page 19
4.Please disclose here and under Certain United States Federal Income Tax Considerations
the federal income tax consequences to stockholders that do not exercise their redemption
rights and instead participate in the Business Combination.
Risk Factors
There can be no assurance that our Common Stock will be approved for listing on Nasdaq . . .,
page 61
5.Please describe in greater detail the Nasdaq requirements you need to meet in order to list
your shares of common stock and clarify why there is a risk that Nasdaq will not approve
your shares for listing.
Unaudited Pro Forma Condensed Combined Financial Information of DFB
Unaudited Pro Forma condensed Combined Statement of Operations, page 80
6.For each period presented, please provide the historical basic and diluted per share data
together with the number of shares used to compute per share data of DFB to comply with
Rule 11-02(b)(7) of Regulation S-X.
Note 1 – Description of the Business Combination, page 82
7.We note you present sources and uses of cash for both the minimum and maximum
redemption scenarios on page 84.  Please clarify how these minimum and maximum
levels were determined in presenting a range of possible results and disclose how you
determined the amounts for each item presented as uses of cash under each scenario. For
example, explain how you determined debt repayments are expected to total $200 million
under the minimum redemption scenario and $150 million under the maximum
redemption scenario. Refer to Rule 11-02(b)(6) of Regulation S-X.
Note 3 - Reclassifications and Adjustments to Historical Information of AdaptHealth
(a) Pro forma financial statement of operations of AdaptHealth, page 86
8.We note caption (4) at page 87 indicates that you have recorded the $21.2 million pro
forma adjustment to interest expense as if the 2019 Recapitalization took place on January
1, 2018.  Please expand your disclosure to clearly explain how the adjustment was
calculated and tell us how the 2019 Recapitalization is directly attributable to the merger
transaction.  Refer to Rule 11-02(b)(6) of Regulation S-X.
Note 4 – Pro Forma Adjustments, page 88
9.Please revise note c) on page 89 to disclose the significant assumptions and tax rate
used to calculate the amount of deferred taxes.  In addition, disclose, the amount of

 FirstName LastNameRichard A.  Barasch
 Comapany NameDFB Healthcare Acquisitions Corp.
 September 13, 2019 Page 3
 FirstName LastNameRichard A.  Barasch
DFB Healthcare Acquisitions Corp.
September 13, 2019
Page 3
valuation allowance included, if any and describe how it was determined. Refer to Rule
11-02(b)(6) of Regulation S-X.
10.Note e) describes the assumptions used to determine the $12 million adjustment related to
the tax receivable agreements and the exchange agreement liability.  Please further clarify
how the $12 million is calculated and explain how the maximum redemption scenario
results in the reduction of the adjustment to $6 million.  Refer to Rule 11-02(b)(6) of
Regulation S-X.
11.Please disclose how your tax adjustment was calculated at note k) on page 92.  Please also
disclose the tax rate used and describe how the rate was determined.  Refer to Instruction
7 to paragraph (b) of Rule 11-02 of Regulation S-X.
Comparative Share Information, page 95
12.Please revise your disclosure to present equivalent pro forma per share information in
accordance with the Instruction to Paragraph (b)(10) of Item 14 of Schedule 14A.  In
addition, tell us why book value per common unit for AdaptHealth is not presented.
Tax Receivable Agreement, page 117
13.Please disclose the dollar amount of your potential tax receivable agreement payments and
the material assumptions relating to such payments.
Approval of Amendments to the Charter to Create the Class A Common Stock . . ., page 137
14.Please describe any material differences between your currently outstanding shares of
common stock and the reclassified shares of Class A common stock.  See Item 12(b) of
Schedule 14A.  Please also clarify whether the Class A and Class B common stock will
have the same voting rights.
Certain Anti-Takeover Provisions of our Charter and Bylaws, page 238
15.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your filing to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum

 FirstName LastNameRichard A.  Barasch
 Comapany NameDFB Healthcare Acquisitions Corp.
 September 13, 2019 Page 4
 FirstName LastName
Richard A.  Barasch
DFB Healthcare Acquisitions Corp.
September 13, 2019
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provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
16.Please add risk factor disclosure to describe any material risks that the exclusive
forum provision may have on stockholders.
            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 Steve Lo at 202-551-3394 or Craig Arakawa at 202-551-3650 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Michael Killoy at 202-551-7576 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Jason Simon