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December 16, 2022
Kevin Wirges
Chief Financial Officer and Treasurer
CareMax, Inc.
1000 NW 57th Court, Suite 400
Miami, Florida 33126
Re:CareMax, Inc.
Form 10-K for the Year Ended December 31, 2021
Form 10-Q for the Period Ended September 30, 2022
File No. 1-39391
Dear Kevin Wirges:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 10-K for the Year Ended December 31, 2021
EBITDA and Adjusted EBITDA, page 44
1.Your calculation of EBITDA contains adjustments for items other than interest, taxes,
depreciation and amortization.  Please relabel or revise your presentation as necessary.
Refer to Question 103.01 of the Non-GAAP Financial Measures Compliance
& Disclosures Interpretations.  Also, in accordance with Item 10(e)(1)(i)(C), expand your
disclosures to address the reasons why management believes the presentation
of EBITDA provides useful information to investors regarding your results of operations.
In this regard, we note your discussion only addresses Adjusted EBITDA.
2.You indicate in your headnote to your reconciliation that Adjusted EBITDA is a pro
forma measure.  We have the following comments on your presentation:
•Tell us and disclose if the pro forma net (loss)/income amounts used in your
reconciliation were prepared in accordance with Article 11 of Regulation S-X.  If
such information has not been prepared in accordance with Article 11, please revise

 FirstName LastNameKevin Wirges
 Comapany NameCareMax, Inc.
 December 16, 2022 Page 2
 FirstName LastNameKevin Wirges
CareMax, Inc.
December 16, 2022
Page 2
to disclose the basis for the presentation and revise the description of the measures
accordingly.  Refer to Question 100.05 of the Non-GAAP Measures Compliance and
Disclosure Interpretations as updated December 13, 2022;
•If the pro forma net (loss)/income amounts are prepared in accordance with Article
11, more clearly label the EBITDA and Adjusted EBITDA amounts presented to
indicate that they are pro forma amounts;
•Based on your reconciliation, EBITDA also appears to be a pro forma measure.
Please clarify your headnote accordingly;
•Separately break out the material components of "GAAP Pro Forma
Adjustments" and disclose the nature and corresponding amount of each component;
and
•Ensure your adjustments to arrive at EBITDA and Adjusted EBITDA are shown
gross with income taxes shown as a separate adjustment and are clearly explained.
Refer to Question 102.11 of the Non-GAAP Measures Compliance and Disclosure
Interpretations as updated December 13, 2022.

3.In regards to your adjustments to arrive at Adjusted EBITDA, please address the
following:
•For non-recurring expenses, please separately break out the components included in
this line item and corresponding amount; and
•Regarding your adjustment for de novo losses, please tell us what consideration you
gave to Question 100.01 of the Non-GAAP Financial Measures Compliance
& Disclosure Interpretations as updated December 13, 2022 in determining it was
appropriate to include this adjustment.
Non-GAAP Operating Metrics, page 45
4.In the headnote to non-GAAP operating metrics, you state that the chart presented is a pro
forma view of your operations.  Tell us and disclose if these pro forma metrics were
prepared in accordance with Article 11 of Regulation S-X.  If such information has not
been prepared in accordance with Article 11, please revise to disclose the basis
for presentation and revise the description of the measures accordingly.  Refer to Question
100.05 of the Non-GAAP Measures Compliance and Disclosure Interpretations as
updated December 13, 2022.  Ensure that you appropriately label each metric accordingly.
5.With regard to your presentation of platform contribution, please provide the disclosures
required pursuant to Item 10(e)(1) of Regulation S-K or explain why you do not believe
such disclosures are required.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-10
6.Regarding your settlements with third-party payors for retroactive adjustments due to
capitation risk adjustments, or claim audits, reviews or investigations, please disclose any

 FirstName LastNameKevin Wirges
 Comapany NameCareMax, Inc.
 December 16, 2022 Page 3
 FirstName LastNameKevin Wirges
CareMax, Inc.
December 16, 2022
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material revenue adjustments recognized from performance obligations satisfied (or
partially satisfied) in previous periods. Refer to ASC 606-10-50-12A.
7.We note your disclosures regarding your MSO and the services it provides to IPAs.
Please clearly disclose your accounting policy for these services and also clarify where
these services are reflected on your income statement.
8.Please disclose whether fees are recorded gross or net and your basis for such accounting.
Derivative Instruments, page F-12
9.We note the Contingent Consideration issuable in connection with the Business
Combination was accounted for as liabilities in accordance with ASC 815-40 in the
second quarter of 2021 following a restatement of your financial statements.  On July 9,
2021, the First Share Price Trigger was achieved, and the remaining Contingent
Consideration was re-assessed and determined to be indexed to your own equity, resulting
in equity classification under ASC 815-40.  Please help us better understand the
analysis you performed in determining the appropriate accounting pursuant to ASC 815-
40.  Please help us better understand the factors that led you to determine that the
contingent consideration should be accounted for as liabilities prior to July 9, 2021 as well
as the specific terms that changed and led to your determination that the Contingent
Consideration should be reclassified to equity on July 9, 2021.
Form 10-Q for the Period Ended September 30, 2022
Liquidity and Capital Resources, page 35
10.In your 10-K for the year ended December 31, 2021, you disclosed that you were in
compliance, in all material respects, with all covenants under the First Amendment of the
Credit Agreement as of December 31, 2021.  We note the new Credit agreement entered
into in May 2022 with various covenants.  In light of your continued operating losses and
net cash used in operating activities, please also confirm and disclose that you continue to
comply with your covenants, if true.
            In closing, 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 LastNameKevin Wirges
 Comapany NameCareMax, Inc.
 December 16, 2022 Page 4
 FirstName LastName
Kevin Wirges
CareMax, Inc.
December 16, 2022
Page 4
            You may contact Nudrat Salik at (202) 551-3692 or Jeanne Baker at (202) 551-3691 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services