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CORRESP
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CORRESP

 Attorney Work Product

Privileged & Confidential

 May 15,
2023

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Mergers & Acquisitions

100 F Street, N.E.

 Washington, D.C. 20549

Attention:     Nicholas Panos

Re:
 Cano Health, Inc.

PRE 14A - Preliminary Proxy Statement

Filed May 2, 2023

File No. 001-39289

Dear Mr. Panos:

 This letter is submitted on
behalf of Cano Health, Inc. (the “Company,” “we,” “us” or “our”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) with respect to the Company’s preliminary proxy statement on Schedule 14A initially filed with the Commission on May 2, 2023 (the “Preliminary Proxy
Statement”), as set forth in your letter dated May 10, 2023 (the “Comment Letter”). The Company is concurrently filing an Amendment No. 2 to the Preliminary Proxy Statement (“Amendment
No. 2”), which includes changes that reflect responses to the Staff’s comments.

 For reference purposes,
the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the
descriptions of the Staff’s comments refer to the Preliminary Proxy Statement, and page references in the responses refer to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in
the Preliminary Proxy Statement.

 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..

 RESPONSE: The Company
respectfully advises the Staff that it has revised the disclosure on page 1 of Amendment No. 2 in response to this comment.

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.

 RESPONSE: The Company
respectfully advises the Staff that the Company has not yet determined the date upon which the definitive proxy statement will be mailed to stockholders. The Company will include the date upon which the proxy statement will be mailed to stockholders
on the first page of the proxy statement as defined under Rule 14a-1(g) in the definitive proxy statement. In addition, the Company supplementally advises the Staff that it has determined that notice and
access will not be used in connection with this proxy campaign. The Company intends to utilize the full set delivery method set forth in Rule 14a-16(n) to distribute its definitive proxy materials to its
stockholders, and further confirms that it will deliver a full copy of its definitive proxy materials and annual report to each stockholder as required pursuant to Rule 14a-16(n). Accordingly, the Company has
revised the disclosure in Amendment No. 2 to reflect this change.

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.

 RESPONSE: As noted in the Company’s response to Comment 2
above, the Company intends to utilize the full set delivery option and will not rely on Rule 14a-16 to satisfy its dissemination obligations under Rule 14a-3. The
Company has revised the disclosure in Amendment No. 2 to reflect this intention.

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.

 RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that since the
receipt of your Comment Letter, the former directors have filed a preliminary proxy statement on Schedule 14A on May 10, 2023 (the “Preliminary Proxy Statement”) with the Commission in connection with the proposed solicitation of
proxies from the stockholders of the Company at the Company’s 2023 annual meeting of stockholders. As the Staff may know, the former directors have engaged in a highly public stockholder activist campaign shortly after voluntarily resigning
from the board of directors of Cano Health on March 30, 2023. Since such resignation, the former directors have filed subsequent Schedule 13D’s and related letters to stockholders on April 10, 2023 (the “First Letter”),
April 17, 2023 and April 26, 2023 (collectively, the “Letters”) which, beyond a reasonable doubt, amount to soliciting material. Even under a less expansive reading of what constitutes soliciting material, it is beyond doubt that
the following quotes, among others, in the Letters clearly constitute solicitation material:

•

 “Turning around Cano begins with putting the right people in the right positions. First and foremost, it is
crystal clear to us that Cano needs to replace Dr. Hernandez.”

•

 “A second priority of ours is helping to reconstitute the Board.”

•

 “[The former directors are] prepared to promptly submit a notice seeking, among other things, to nominate
high-integrity and well-qualified directors at the Annual Meeting and bring forth other proposals, including the removal of one or more directors.”

•

 “[The former directors reiterate their] Demand that the Board Respect the Wishes of Shareholders by Making
Necessary Leadership Changes or Reopening the Window to Nominate Director Candidates and Submit Proposals at 2023 Annual Meeting.”

However, despite this (and inconsistent with their Preliminary Proxy Statement), the former directors affirmatively stated in their First
Letter that “[i]t is important to underscore that [the former directors] are not ‘activist investors’” and “[the former directors] are not soliciting any support in connection with a future meeting of shareholders at this
time,” and consistent with these public statements, the former directors, did not treat these materials as solicitating materials under Rule 14a-12 of the Exchange Act and did not include any required 14a-12 legend. In light of this, the former directors were undoubtedly relying on Rule 14a-2(b) under the Exchange Act, the so-called
“disinterested person” exemption, which would permit them to issue solicitation material without relying on Rule 14a-12. Further, as required for eligibility under the exemption provided by Rule 14a-2(b)(vi), none of the former directors expressly “disclosed pursuant to Item 4 [of Schedule 13D,] an intent or reserved the right to engage in…any contested solicitation for the election of
directors” at the time each of the former directors filed their Schedule 13D. Around the time of their Schedule 13D filings, the former directors made statements in the First Letter which was consistent with their reliance on Rule 14a-2(b) (as opposed to utilizing Rule 14a-12) by stating: “we are not soliciting any support in connection with a future meeting of shareholders at this time.”

 However, the former directors have now conveniently changed tactics right before the Company
is eligible to file its definitive proxy statement. The former directors have been represented by sophisticated counsel who is well versed in the proxy rules relating to solicitations and should have been well aware of such disinterested person
exemption and the requirements and restrictions therein. As the Staff is aware, the Commission’s position when a stockholder relies on Rule 14a-2(b) is crystal clear, “any person who relies on Rule
14a–2(b)(1) for exempt communications will be deemed to have made an irrevocable election to maintain exempt status throughout the relevant soliciting period. Thus, a person who relies on the exemption could not undertake, with respect to the
same meeting or solicitation, a regulated proxy solicitation regarding a matter that was the subject of the exempt solicitation without rendering the prior solicitation activity in violation of the full panoply of the proxy rules.” Accordingly,
because the former directors have relied on Rule 14a-2(b), the Staff should immediately require that the former directors cease and desist from engaging in any regulated proxy solicitation regarding the
election of directors, including the withhold campaign set forth in the Preliminary Proxy Statement at the Company’s 2023 Annual Meeting of Stockholders.

In addition to the foregoing, the Company respectfully advises the Staff that it believes it is not required to provide disclosures in response
to Items 4(b) and 5(b) of Schedule 14A as Rule 14a-12(c) only pertains to “[s]olicitations by any person or group of persons for the purpose of opposing a solicitation subject to this regulation by any
other person or group of persons with respect to the election or removal of directors at any annual or special meeting.” Given that the Company’s 2023 annual meeting of stockholders is an uncontested election (i.e., no person is soliciting
with respect to competing candidates for election or for the removal of directors), the standard to elect the nominees under the Company’s bylaws is a plurality vote and the former directors’ purported “withhold” campaign will
have no effect on the outcome of the election of directors at the Company’s 2023 annual meeting of stockholders.

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.

 RESPONSE: The Company respectfully advises the Staff that it will
include a disclosure of the results of the pending litigation. As noted in the Company’s response to Comment 4 above, the Company believes that it is not required to provide disclosures pursuant to Items 4(b) and 5(b) of Schedule 14A.

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.

 RESPONSE: The Company respectfully advises the Staff that it has filed the preliminary form of proxy with the
Commission on May 11, 2023. The Company respectfully submits that the inadvertent omission of the proxy card from the Company’s initial filing of the preliminary proxy statement should not result in the recommencement of the ten day time
period for which information must be on file with the Commission prior to the date definitive copies of such material are first sent or given to security holders. In connection with the Commission’s decision to impose a preliminary filing
period for proxy materials, the Commission expressed the view in SEC Release No. 4775 that the filing of such preliminary materials “shall be for the information of the Commission only.” While the ten day time period serves an
important function in facilitating the Staff’s review, we do not believe in this case that recommencement of the period would serve any investor protection function. There has not been any fundamental change in the proxy material that would
otherwise warrant the recommencement. The Company believes the preliminary proxy statement on file is sufficient to provide stockholders with adequate time to make informed voting decisions.

 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-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).

RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure on page 7 of Amendment No. 2 in response
to this comment. The Company acknowledges that persons other than brokers, such as banks and other intermediaries, are not the equivalent of brokers for purposes of providing broker non-vote disclosures under
Item 21(b) of Schedule 14A. Accordingly, the Company has made the above-mentioned revisions to ensure compliance with Item 21(b).

 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.

 RESPONSE: The Company respectfully advises the Staff that it has
revised the disclosure on page 33 of Amendment No. 2 in response to this comm