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May 10, 2023
David Armstrong
General Counsel, Chief Compliance Officer and Secretary
Cano Health, Inc.
9725 NW 117th Avenue
Miami, Florida 33178
Re:Cano Health, Inc.
PRE 14A - Preliminary Proxy Statement
Filed May 2, 2023
File No. 001-39289
Dear David Armstrong:
            We have reviewed the above-captioned preliminary proxy statement, and have the
following comments. In some of our comments, we may ask for additional information so that
we may better understand your disclosure.
            Please respond to these comments by amending the proxy statement and/or by providing
the requested information.  If a belief exists that our comments do not apply to your facts and
circumstances, please advise us why in a response letter.
            After reviewing any response to these comments, we may have additional comments.
PRE 14A | Preliminary Proxy Statement under cover of Schedule 14A
General
1.The first page of the proxy statement, as defined in Rule 14a-1(g), and distinguished from
the Notice or any letter to shareholders, must be marked as preliminary.  Given that a
preliminary proxy statement may be lawfully disseminated under Rule 14a-3(a), please
revise.  See Rule 14a-6(e)(1) of Regulation 14A.
2.We note that on or about May 5, 2023, the registrant intended to mail a Notice of Internet
Availability of Proxy Materials.  Notwithstanding this disclosure within the Notice of the
2023 Annual Meeting, please advise us, with a view towards revised disclosure, of the
applicability of the provisions governing the expected date of proxy statement
distribution.  As required by both Rule 14a-6(d) and Item 1(b) of Schedule 14A, please
place the date upon which the proxy statement will be mailed to shareholders on the first
page of the proxy statement as defined under Rule 14a-1(g), or advise.

 FirstName LastNameDavid Armstrong
 Comapany NameCano Health, Inc.
 May 10, 2023 Page 2
 FirstName LastNameDavid Armstrong
Cano Health, Inc.
May 10, 2023
Page 2
3.To the extent that the registrant planned to rely upon Rule 14a-16 for electronic
dissemination of its proxy statement, any Notice of Internet Availability of Proxy
Materials provided to security holders must be filed with the Commission pursuant to
Rule 14a-6(b) no later than the date that the registrant first sends the notice to security
holders.  See Rule 14a-16(i).  As of the transmission of this comment letter, no such
Notice has been filed.  Please advise us, with a view towards revised disclosure, whether
the registrant intends to satisfy its dissemination obligations under Rule 14a-3 by
making its proxy materials available over the internet in reliance upon Rule 14a-16.
4.We noticed that on April 28, 2023, former directors of the registrant who represent
approximately 36% of its voting power commenced litigation in the Court of Chancery of
the State of Delaware against the current members of the Board and the registrant.  The
former directors seek an order compelling the reopening of “the window” under the
registrant’s bylaws for stockholders to propose the removal of one or more directors
pursuant to 8 Del. C. §141(k) and to nominate director candidates and bring forth other
proposals at the 2023 annual meeting of stockholders.  Please advise us whether the
registrant plans to amend its proxy statement to provide disclosure in response to Items
4(b) and 5(b) of Schedule 14A should the former directors commence a solicitation in
opposition involving the election of directors.
5.To the extent that any revised proxy statement is filed in order to disclose the results of the
pending litigation and/or to provided disclosure in response to Items 4(b) and 5(b) should
the solicitation become indisputably contested, please confirm that the proxy statement
will be submitted using an EDGAR header tag that will properly reflect the existence of a
solicitation in opposition.  All filers must prepare electronic filings in the manner
prescribed by the EDGAR Filer Manual which sets forth the technical formatting
requirements for electronic submissions.  See Rule 301 of Regulation S-T.
6.The term “proxy statement” is defined in Rule 14a-1(g) and, in this context, means the
disclosure statement codified at Rule 14a-101.  The form of proxy is not among the
mandated disclosures under Rule 14a-101.  Disclosure on the form of proxy is regulated
under Rule 14a-4.  In addition, no form of proxy may be given to a security holder unless
the security holder concurrently receives, or has previously received, a definitive proxy
statement that has been filed with the Commission pursuant to Rule 14a-6(b).  See Rule
14a-4(f).  The form of proxy also must be on file with the Commission for at least ten
calendar days prior to the date a definitive proxy statement and definitive form of proxy
are first sent to security holders.  See Rule 14a-6(a).  Because the form of proxy has not
yet been filed, please be advised that the referenced minimum ten calendar day period has
not commenced.  In addition, please mark the form of proxy as preliminary when
filed.  See Rule 14a-6(e)(1) of Regulation 14A.
Q: What is a broker non-vote?, page 7
7.Item 21(b) of Schedule 14A requires the person filing the proxy statement to disclose “the
method by which votes will be counted [and] the treatment and effect of [  ] broker non-

 FirstName LastNameDavid Armstrong
 Comapany NameCano Health, Inc.
 May 10, 2023 Page 3
 FirstName LastNameDavid Armstrong
Cano Health, Inc.
May 10, 2023
Page 3
votes…”   Please advise us of the legal basis upon which the registrant relied to equate the
possible voting by banks and other intermediaries in their discretion with the discretionary
voting by brokers.  See Exchange Act Release No. 30849 (June 24, 1992); see also
Exchange Act Release No. 62764 (September 15, 2011) (expressly identifying “broker
non-votes” as instances where brokers are allowed to use their discretion to vote absent
instructions).
Employment Agreements, page 31
8.Notwithstanding the disclosures in this section or in any publicly available agreements,
please advise us, with a view toward revised disclosure, whether any indemnification
agreements or understandings exist between the nominees and the registrant.  See Item
7(b) of Schedule 14A and corresponding Item 401(a) of Regulation S-K.
Proposal 2 - Advisory Vote on the Compensation of our Named Executive Officers, page 56
9.Item 24 of Schedule 14A, titled "Shareholder Approval of Executive Compensation",
requires a registrant to "disclose the current frequency of shareholder advisory votes on
executive compensation required" and "when the next such shareholder advisory vote will
occur."  Please advise us where in the proxy statement we can locate these required
disclosures or, alternatively, disclose this information or provide an explanation as to why
the disclosure has been omitted.
Discretion to Implement the Reverse Stock Split, page 58
10.The disclosure indicates that the "Board does not intend for this transaction to be the first
step in a 'going private transaction' within the meaning of Rule 13e-3 of the Exchange
Act."  Given the definition of a Rule 13e-3 transaction in Rule 13e-3(a)(3), however, the
reverse stock split could still be required to comply with Rule 13-3 irrespective of the
Board's intent to the extent that the ultimate result of this solicitation has a "reasonable
likelihood" of producing one of the two specified effects codified in Rule 13e-3(a)(3)(ii).
In light of the fact the authorization sought by this solicitation could be valid for one year,
please provide us with an analysis that demonstrates how the registrant can make a
determination that the contemplated reverse stock split will not be reasonably likely to
produce a going private effect.

            We remind you that the participants in this solicitation are responsible for the accuracy
and adequacy of the disclosures within the proxy statement notwithstanding any review,
comments, action or absence of action by the staff.

 FirstName LastNameDavid Armstrong
 Comapany NameCano Health, Inc.
 May 10, 2023 Page 4
 FirstName LastName
David Armstrong
Cano Health, Inc.
May 10, 2023
Page 4
            Please direct any questions to Nicholas Panos at 202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Audrey S. Leigh