SEC Comment Letter for AdaptHealth Corp. (AHCO) (CIK 0001725255) (AHCO) — Oct 21, 2019
AdaptHealth Corp. (AHCO) (CIK 0001725255)
Date: Oct. 21, 2019 · CIK: 0001725255 · Accession: 0000000000-19-014746
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38399
Letter
October 21, 2019 Richard A. Barasch Chief Executive Officer DFB Healthcare Acquisitions Corp. 780 Third Avenue New York, NY 10017 Re:DFB Healthcare Acquisitions Corp. Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed October 15, 2019 File No. 001-38399 Dear Mr. Barasch: We have reviewed your amended filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment 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 comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 8, 2019 letter. Amendment No. 2 to Preliminary Proxy Statement Filed October 15, 2019 Certain United States Federal Income Tax Considerations, page 130 1.We note your response to prior comment 3 and your disclosure that shareholders who do not exercise their redemption rights will not recognize any gain or loss for U.S. federal income tax purposes in connection with the business combination. Please disclose in this section of the filing whether the company has received a tax opinion on this tax consequence. If so, please identify tax counsel. For guidance, see Section III.A.2 of Staff Legal Bulletin No. 19 (CF). 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.
FirstName LastNameRichard A. Barasch Comapany NameDFB Healthcare Acquisitions Corp. October 21, 2019 Page 2 FirstName LastName Richard A. Barasch DFB Healthcare Acquisitions Corp. October 21, 2019 Page 2 You may contact Steve Lo at 202-551-3650 or Craig Arakawa at 202-551-3394 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 Real Estate & Construction cc: Jason Simon
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October 21, 2019
Richard A. Barasch
Chief Executive Officer
DFB Healthcare Acquisitions Corp.
780 Third Avenue
New York, NY 10017
Re:DFB Healthcare Acquisitions Corp.
Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
Filed October 15, 2019
File No. 001-38399
Dear Mr. Barasch:
We have reviewed your amended filing and have the following comment. In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our October 8,
2019 letter.
Amendment No. 2 to Preliminary Proxy Statement Filed October 15, 2019
Certain United States Federal Income Tax Considerations, page 130
1.We note your response to prior comment 3 and your disclosure that shareholders who do
not exercise their redemption rights will not recognize any gain or loss for U.S. federal
income tax purposes in connection with the business combination. Please disclose in this
section of the filing whether the company has received a tax opinion on this tax
consequence. If so, please identify tax counsel. For guidance, see Section III.A.2 of Staff
Legal Bulletin No. 19 (CF).
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.
FirstName LastNameRichard A. Barasch
Comapany NameDFB Healthcare Acquisitions Corp.
October 21, 2019 Page 2
FirstName LastName
Richard A. Barasch
DFB Healthcare Acquisitions Corp.
October 21, 2019
Page 2
You may contact Steve Lo at 202-551-3650 or Craig Arakawa at 202-551-3394 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 Real Estate & Construction
cc: Jason Simon