SecProbe.io

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 June 10, 2025

Jason Clemens
Chief Financial Officer
AdaptHealth Corp.
220 West Germantown Pike Suite 250
Plymouth Meeting , PA 19462

 Re: AdaptHealth Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 25, 2025
 File No. 001-38399
Dear Jason Clemens:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 28, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Julie Sherman and Li Xiao

 Re:
 AdaptHealth Corp.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Filed February 25, 2025

 File No. 001-38399

 Dear Ms. Sherman and Ms. Xiao:

 This letter sets forth AdaptHealth Corp.'s
(the "Company") responses to the comments of the staff (the "Staff") of the U.S. Securities and Exchange Commission
set forth in your letter, dated May 16, 2025 with respect to the above-referenced Form 10-K for the Fiscal Year Ended December 31, 2024
(the "2024 Form 10-K").

 The text of the Staff's comments has been
included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff's
letter. For your convenience, we have set forth the Company's response to each of the numbered comments immediately below each numbered
comment.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Management's Discussion and Analysis of Financial Condition and
Results of Operations

 Reclassifications, page 38

 1. Staff's Comment : We see your disclosure that prior to the quarter ended December 31,
2024, you classified certain expenses, primarily related to revenue cycle management costs, as a component of Cost of net revenue in the
Consolidated Statements of Operations. Beginning in the quarter ended December 31, 2024, you have reclassified these costs within General
and administrative expenses to better align with common industry practice. Since it appears that these are significant adjustments, please
tell us more about the nature of the expenses that were reclassified and why.

 Response : The nature of
the expenses that were reclassified relate to revenue cycle management ("RCM") support function costs and other functional
expenses. Indirect RCM functions include but are not limited to billing, invoicing, collection and cash application. Other functional
expenses include certain departmental overhead costs that support the Company's operations but are not directly attributable to
a specific product or service.

 Prior to the fourth quarter of 2024,
the Company's Chief Operating Officer (COO) was responsible for RCM support functions as well as other less material support functions
not directly attributed to a specific product or service. In the fourth quarter of 2024, the Company's new Chief Executive Officer
(CEO) realigned responsibilities with the COO assuming responsibility for all revenue-generating and customer-facing activities (for example,
order intake) and the Chief Financial Officer (CFO) assuming responsibility for indirect RCM functions as well as other functions not
directly attributable to a specific product or service. The presentation of costs was then updated to align with the nature of the costs
and the new management responsibilities, with costs associated with the COO's revenue-generating and customer-facing responsibilities
mapped to Cost of Net revenue and costs associated with the CFO's administrative responsibilities mapped to General and administrative.
The reclassifications better reflect the nature of the costs, how the business is being managed by the Company's new CEO and better
aligns with how such costs are presented by other public healthcare companies.

 Consolidated Results of Operations

 Net Revenue, page 43

 2. Staff's Comment : We see that, overall, you attribute the increase in net revenue to
non-acquired growth of $56.3 million. Please respond to the following:

 · Tell us and revise future filings to define how you calculate non-acquired growth and disclose any changes
in your calculations, if any, and

 · Tell us how management uses this measure as part of their overall analysis, as we do not see any significant
reference to non-acquired growth in your Earnings Release or on your Earnings Call.

 Response : The Company
defines the calculation of non-acquired growth as the increase in net revenue of businesses that the Company has owned for a year or more
based on the month of acquisition. We currently plan to continue to utilize this calculation in future filings and will disclose any changes
in the calculation should they occur. In future filings, the Company will disclose this definition. Management uses non-acquired growth
as a measure of how the Company organically grows by increasing net revenue within its existing operations using its own resources. The
Company references and defines non-acquired growth in its supplemental investor presentation but has referred to it in recent earnings
releases and earnings calls synonymously as "organic growth". In future filings and earnings materials and calls, the Company
will use the term non-acquired growth to ensure consistency.

 3. Staff's Comment : Your discussion of the increases in net revenue from your sleep health
segment and respiratory health segment both indicate that the increases were related to strong patient demand which appear vague and repetitive.
Please revise your disclosure to provide a more comprehensive and substantive explanation of the key underlying factors that resulted
in the increase. In addition, where changes in financial statement line items are the result of several factors, each significant factor
should be separately quantified and discussed. Please provide further explanation to us and revise future filings accordingly to address
our concerns.

 Response : In future disclosures,
the Company will avoid using vague and general terms as factors to describe the period over period changes in net revenue. The increase
in net revenue for the Company's Sleep Health and Respiratory Health segments for the periods included in the 2024 Form 10-K were
primarily related to higher patient census for certain products included in each segment, which is the key underlying factor for the change
in net revenue. In future filings, the Company will include quantification when changes in financial statement line items are the result
of several factors. Set forth below is an illustrative example of updated disclosure:

 Sleep Health – Net revenue

 Net revenue from
the Sleep Health segment increased by $57.5 million, or 4.5%, for the year ended December 31, 2024 compared to the year ended December
31, 2023, and increased by $187.9 million, or 17.0%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
These increases were due to higher patient census primarily from sales of CPAP resupply products. The increase for the year ended December
31, 2024 compared to the year ended December 31, 2023 was also attributable to higher revenues generated from capitated revenue arrangements.

 Respiratory Health

 Net revenue from
the Respiratory Health segment increased by $36.6 million, or 6.0%, for the year ended December 31, 2024 compared to the year ended December
31, 2023, and increased by $60.4 million, or 10.9%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
These increases were due to higher patient census primarily from fixed monthly equipment reimbursements for oxygen equipment products.
The increase for the year ended December 31, 2024 compared to the year ended December 31, 2023 was also attributable to higher revenues
generated from capitated revenue arrangements.

 Financial Statements

 Note 3. Acquisitions, page 87

 4. Staff's Comment : We see your disclosure that you acquired certain assets from a provider
of home medical equipment for a cash payment of $9.5 million, most of which was allocated to goodwill. Please clarify for us if this is
an asset acquisition or a business combination. Since it appears to be an asset acquisition based upon your disclosure, it is unclear
why you recorded any amounts to goodwill. See ASC 805-50-30-3.

 Response : The acquisition disclosed was accounted
for as a business combination based on an analysis of the nature of the transaction. The transaction was described as an acquisition of
certain assets of a provider of home medical equipment since legally the Company purchased certain assets from the acquiree in connection
with an Asset Purchase Agreement. The Company analyzed the substance of the transaction and considered whether the acquisition met the
definition of a business to be accounted for under ASC 805. In considering the proper accounting for the transaction, we evaluated ASU
2017-01, Business Combinations (Topic 805): Clarifying The Definition of a Business ("ASU 2017-01") , which updated
the definition of a business combination and thus, changed the framework for determining whether a set of assets and activities constitutes
a business.

 The Company acquired all of the inventory of the home medical
equipment used by patients serviced by the acquiree and all right, title and interest to all furniture, fixtures, equipment and other
operating assets located and in use at the facilities related to the acquiree's home medical equipment operations. Additionally,
the Company acquired the employees, systems and processes of the acquiree's home medical equipment operations. We note that the
goodwill related to the transaction represented 95% of the recorded assets, thus, substantially all of the fair value of the gross assets
acquired is not concentrated in a single identifiable asset or group of similar identifiable assets.

 Further, to assess whether a substantive process was acquired,
the Company considered the guidance in ASC 805 and ASU 2017-01 that states "when evaluating whether a set is a business, the presence
of more than an insignificant amount of goodwill may be an indicator that the acquired process is substantive and, therefore, the acquired
set is a business." As disclosed in the 2024 Form 10-K, based on the allocation of the consideration paid to the tangible assets
acquired, there was more than an insignificant amount of goodwill acquired ($9.1 million, representing 95% of the consideration paid),
and therefore we determined that the Company acquired a substantive process that when applied to the inputs have the ability to create
outputs, which indicates that the Company acquired a business in the transaction.

 Based on the above analysis, the Company concluded that
the acquired set of assets met the definition of a business as defined in ASC 805 and ASU 2017-01 and as such the transaction was accounted
for as a business combination. In future disclosures, for similar transactions, the Company will clarify whether a transaction was accounted
for as a business combination based on the nature of the transaction.

 * * *

 If you have any questions related to this letter, please contact the
undersigned at (610) 424-4515.

 Sincerely yours,

 /s/ Jason Clemens

 Name: Jason Clemens

 Title: Chief Financial Officer

 CC: Suzanne Foster

 Chief Executive Officer and Director

 AdaptHealth Corp.

 555 East North Lane, Suite 5075

 Conshohocken, PA 19428

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 May 16, 2025

Jason Clemens
Chief Financial Officer
AdaptHealth Corp.
220 West Germantown Pike Suite 250
Plymouth Meeting , PA 19462

 Re: AdaptHealth Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 25, 2025
 File No. 001-38399
Dear Jason Clemens:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Reclassifications, page 38

1. We see your disclosure that prior to the quarter ended December 31,
2024, you
 classified certain expenses, primarily related to revenue cycle
management costs, as a
 component of Cost of net revenue in the Consolidated Statements of
Operations.
 Beginning in the quarter ended December 31, 2024, you have reclassified
these costs
 within General and administrative expenses to better align with common
industry
 practice. Since it appears that these are significant adjustments,
please tell us more
 about the nature of the expenses that were reclassified and why.
 May 16, 2025
Page 2
Consolidated Results of Operations
Net Revenue, page 43

2. We see that, overall, you attribute the increase in net revenue to
non-acquired growth
 of $56.3 million. Please respond to the following:
 Tell us and revise future filings to define how you calculate
non-acquired growth
 and disclose any changes in your calculations, if any, and
 Tell us how management uses this measure as part of their overall
analysis, as we
 do not see any significant reference to non-acquired growth in your
Earnings
 Release or on your Earnings Call.
3. Your discussion of the increases in net revenue from your sleep health
segment and
 respiratory health segment both indicate that the increases were related
to strong
 patient demand which appear vague and repetitive. Please revise your
disclosure to
 provide a more comprehensive and substantive explanation of the key
underlying
 factors that resulted in the increase. In addition, where changes in
financial statement
 line items are the result of several factors, each significant factor
should be separately
 quantified and discussed. Please provide further explanation to us and
revise future
 filings accordingly to address our concerns.
Financial Statements
Note 3. Acquisitions, page 87

4. We see your disclosure that you acquired certain assets from a provider
of home
 medical equipment for a cash payment of $9.5 million, most of which was
allocated to
 goodwill. Please clarify for us if this is an asset acquisition or a
business combination.
 Since it appears to be an asset acquisition based upon your disclosure,
it is unclear
 why you recorded any amounts to goodwill. See ASC 805-50-30-3.

 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.

 Please contact Julie Sherman at 202-551-3640 or Li Xiao at 202-551-4391
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
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October 11, 2024
Suzanne Foster
Chief Executive Officer and Director
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Definitive Proxy Statement on Schedule 14A
Filed April 26, 2024
Dear Suzanne Foster:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
1
filename1.htm

October 1, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christopher Dunham and Amanda Ravitz

    Re:
    AdaptHealth Corp.

    Definitive Proxy Statement on Schedule 14A

    Filed April 26, 2024

    File No. 001-38399

Dear Mr. Dunham and Ms. Ravitz:

This letter sets forth AdaptHealth Corp.’s
(the “Company”) responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
set forth in your letter, dated September 20, 2024, with respect to the above-referenced Definitive Proxy Statement on Schedule 14A (the
 “2024 Proxy Statement”).

The text of the Staff’s comments has been
included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s
letter. For your convenience, we have set forth the Company’s response to each of the numbered comments immediately below each numbered
comment.

Definitive Proxy Statement on Schedule 14A filed April 26, 2024

Pay Versus Performance, page 69

 1. Staff’s Comment: It appears that you have included net income (loss) attributable
to AdaptHealth Corp. in column (h) of your pay versus performance table in lieu of net income as required by Item 402(v)(2)(v) of Regulation
S-K. Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the
table. Refer to Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that you may voluntarily provide supplemental
measures of net income or financial performance, so long as any additional disclosure is “clearly identified as supplemental, not
misleading, and not presented with greater prominence than the required disclosure.” See Pay Versus Performance, Release No. 34-95607
(August 25, 2022) [87 FR 55134 (September 8, 2022)] at Section II.F.3.

Response: In future proxy
disclosure the Company will include net income (loss), as reported in its audited GAAP consolidated financial statements, in column (h)
for all years covered by the Pay Versus Performance Table in accordance with Item 402(v)(2)(v) of Regulation S-K.

 2. Staff’s Comment: We note that you have included Adjusted EBITDA, a non-GAAP measure,
as your Company-Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K. While Company-Selected Measure disclosure is not subject
to Regulation G or Item 10(e) of Regulation S-K, you must disclose how the measure is calculated from your audited financial statements.
Please tell us and revise future disclosure to explain how your Company-Selected Measure is calculated from your audited financial statements.
If the disclosure appears in a different part of the definitive proxy statement, you may satisfy the disclosure requirement by a cross-reference
thereto; however, incorporation by reference to a separate filing will not satisfy this disclosure requirement.

Response: If the Company-Selected
Measure in future proxy filings is a non-GAAP measure, such as Adjusted EBITDA, the Company will provide disclosure as to how the measure
is calculated from its audited consolidated financial statements in the Pay Versus Performance disclosure or by cross-reference to a different
part of the proxy statement. In the 2024 Proxy Statement, the Company calculated Adjusted EBITDA for each year disclosed on the Pay Versus
Performance Table as EBITDA, plus loss on extinguishment of debt, equity-based compensation expense, transaction costs, change in fair
value of the warrant liability, goodwill impairment, change in fair value of the contingent consideration
common shares liability, litigation settlement expense, and certain other non-recurring items of expense or income. The Company
calculated EBITDA as part of the calculation of Adjusted EBITDA for each year disclosed on the Pay Versus Performance Table as net income
(loss) attributable to AdaptHealth Corp., plus net income (loss) attributable to noncontrolling interests, interest expense, net, income
tax expense (benefit), and depreciation and amortization, including patient equipment depreciation.

 3. Staff’s Comment: Refer to the reconciliation table on page 70. It is unclear what
amounts are reflected in the row titled “Fair value of equity compensation that vested during the year.” Specifically, Items
402(v)(2)(iii)(C)(1)(iii) and (iv) of Regulation S-K require two different calculations for equity awards that vest within the covered
fiscal year; however, it is unclear whether this row reflects vested awards that were granted in the same year, a prior year, or both.
Please note that disclosure under Items 402(v)(2)(iii)(C)(1)(i) – (vi) of Regulation S-K must show separate calculations for each
amount deducted and added and may not aggregate steps. Refer to Regulation S-K Compliance and Disclosure Interpretation 128D.04. Please
tell us and revise future filings, as applicable, to show each of the amounts added and subtracted for equity awards that vest in each
covered fiscal year.

Response: In future proxy
disclosure, the Company will include separate calculations for (i) the fair value as of the vesting date of any equity awards that
were granted and vested in the same covered fiscal year and (ii) the change as of the vesting date (from the end of the prior fiscal year)
in fair value (whether positive or negative) of any equity awards granted in a prior fiscal year for which all applicable vesting conditions
were satisfied at the end of or during the covered fiscal year, in each case in accordance with Items 402(v)(2)(iii)(C)(1)(iii) and
(iv) of Regulation S-K. The separate calculations for such equity awards as would have been presented in the 2024 Proxy Statement is set
forth below:

* * *

If you have any questions related to this letter, please contact the
undersigned at (610) 424-4515.

    Sincerely yours,

    /s/ Jason Clemens

    Name: Jason Clemens

    Title: Chief Financial Officer

CC Suzanne Foster

Chief Executive Officer and
Director

AdaptHealth Corp.

220 West Germantown Pike, Suite 250

Plymouth Meeting, PA 19462

    - 2 -

September 20, 2024
Suzanne Foster
Chief Executive Officer and Director
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Definitive Proxy Statement on Schedule 14A
Filed April 26, 2024
File No. 001-38399
Dear Suzanne Foster:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below. If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 69
1.It appears that you have included net income (loss) attributable to AdaptHealth Corp. in
column (h) of your pay versus performance table in lieu of net income as required by Item
402(v)(2)(v) of Regulation S-K. Please include net income (loss), as reported in your
audited GAAP financial statements, in column (h) for all years covered by the table. Refer
to Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that
you may voluntarily provide supplemental measures of net income or financial
performance, so long as any additional disclosure is “clearly identified as supplemental,
not misleading, and not presented with greater prominence than the required disclosure.”
See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134
(September 8, 2022)] at Section II.F.3.
We note that you have included Adjusted EBITDA, a non-GAAP measure, as your
Company-Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K. While 2.

September 20, 2024
Page 2
Company-Selected Measure disclosure is not subject to Regulation G or Item 10(e) of
Regulation S-K, you must disclose how the measure is calculated from your audited
financial statements. Please tell us and revise future disclosure to explain how your
Company-Selected Measure is calculated from your audited financial statements. If the
disclosure appears in a different part of the definitive proxy statement, you may satisfy the
disclosure requirement by a cross-reference thereto; however, incorporation by reference
to a separate filing will not satisfy this disclosure requirement.
3.Refer to the reconciliation table on page 70. It is unclear what amounts are reflected in the
row titled “Fair value of equity compensation that vested during the year.” Specifically,
Items 402(v)(2)(iii)(C)(1)(iii) and (iv) of Regulation S-K require two different
calculations for equity awards that vest within the covered fiscal year; however, it is
unclear whether this row reflects vested awards that were granted in the same year, a prior
year, or both. Please note that disclosure under Items 402(v)(2)(iii)(C)(1)(i) – (vi) of
Regulation S-K must show separate calculations for each amount deducted and added and
may not aggregate steps. Refer to Regulation S-K Compliance and Disclosure
Interpretation 128D.04. Please tell us and revise future filings, as applicable, to show each
of the amounts added and subtracted for equity awards that vest in each covered fiscal
year.
            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.
            Please contact Christopher Dunham at 202-551-3783 or Amanda Ravitz at 202-551-3412
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

United States securities and exchange commission logo
October 21, 2022
Jason Clemens
Chief Financial Officer
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 1, 2022
File No. 001-38399
Dear Jason Clemens:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

October 7, 2022

Jason Clemens

Chief Financial Officer

AdaptHealth Corp.

220 W. Germantown Pike, Suite 250

Plymouth Meeting, PA 19462

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Christine Torney and Vanessa Robertson

  Re:
  AdaptHealth Corp.

Form 10-K for the Fiscal Year Ended
December 31, 2021

Filed March 1, 2022

Form 10-Q for the Quarterly Period
Ended June 30, 2022

Filed August 9, 2022

File No. 001-38399

Dear Ms. Torney and Ms. Robertson:

This letter sets forth AdaptHealth Corp.’s
(the “Company”) responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated September 27, 2022 with respect
to the above-referenced Form 10-K and Form 10-Q (File No. 001-38399).

The text of the Staff’s comments has been
included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s
letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each
numbered comment.

Form 10-Q for the quarterly period ended June 30, 2022

Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 43

1. Staff’s Comment: In various sections of
your filings as well as earnings releases, you identify inflation as a significant risk you are experiencing, and indicate that there
are various sources for the inflation you are experiencing. Please revise your future filings to discuss and quantify, where possible,
the extent to which your revenues, expenses, profits, and capital resources have been impacted by inflation. Identify the drivers of
inflation that most affected your options, and discuss your mitigation efforts. Provide us with your proposed disclosures in your response.

Response: In response to the Staff’s
comment, in future filings, the Company will identify the drivers of inflation that most impact the Company and discuss the Company’s
primary mitigation efforts. The Company’s proposed disclosure is as follows:

“Impact of Inflation:

Current and future inflationary effects may be driven by,
among other things, general inflationary cost increases, supply chain disruptions and governmental stimulus or fiscal policies. The cost
to manufacture and distribute the equipment and products that AdaptHealth provides to patients is influenced by the cost of materials,
labor, and transportation, including fuel costs. AdaptHealth has recently experienced inflationary pressure and higher costs as a result
of the increasing cost of materials, labor and transportation associated with the normal course of business. The increase in the cost
of equipment and products is due in part to a shortage in the availability of certain products, the higher cost of shipping, and general
inflationary cost increases. Additionally, it is not certain that AdaptHealth will be able to pass increased costs onto customers to offset
inflationary pressures. Continuing increases in inflation could impact the overall demand for AdaptHealth’s products and services,
its costs for labor, equipment and products, and the margins it is able to realize on its products, all of which could have an adverse
impact on AdaptHealth’s business, financial position, results of operations and cash flows. In addition, future volatility of general
price inflation and the impact of inflation on costs and availability of materials, costs for shipping and warehousing and other operational
overhead could adversely affect AdaptHealth’s financial results. Although there have been recent increases in inflation, AdaptHealth
cannot predict whether these trends will continue. AdaptHealth’s primary mitigation efforts relating to these inflationary pressures
include utilizing AdaptHealth’s purchasing power in negotiations with vendors and the increased use of technology to drive operating
efficiencies and control costs, such as AdaptHealth’s digital platform for prescribing, ordering and delivery.”

In addition, in response to the Staff’s comment,
in future filings, where applicable, the Company will discuss and quantify, where possible, the extent to which the Company’s
operating results have been impacted by inflation, which primarily relates to workforce wage pressure and shipping costs, including
fuel costs. An example of the Company’s proposed disclosure is as follows:

“Cost of net revenue for the three months ended
ABC and XYZ was $__ million and $__ million, respectively, an increase of $__ million or __%. Costs of products and supplies
increased by $__ million primarily as a result of acquisition growth, increased product costs, increased net sales revenue, and
general inflationary cost increases. Salaries, labor and benefits increased by $__ million, primarily related to acquisition growth,
increased headcount, higher wages and commissions, and workforce wage pressure driven by inflation. The increase in rent and
occupancy and other operating expenses is primarily related to acquisition growth and general inflationary cost increases, primarily
from increased shipping costs, including fuel costs, which have increased by $__ million compared to the prior year
period.”

2. Staff’s Comment: Your earnings releases and supplements routinely appear to disclose non-acquired growth but a
similar discussion is not provided in your periodic reports. Please revise your future filings to provide a discussion of any known trends
or uncertainties related to non-acquired growth and growth from acquisitions that you reasonably expect will have a material impact on
future operating results.

Response: In response to the Staff’s
comment, in future filings, the Company will include a discussion of non-acquired revenue growth in addition to revenue growth from acquisitions.
In addition, the Company will include a discussion of any known trends or uncertainties that management reasonably expects may have a
material impact on future revenue growth and operating results. The Company currently expects such a discussion to include the Company’s
ability to obtain new patient starts and to generate referrals from patient referral sources and the ability to meet the increased demand
considering supply chain issues and inflationary pressures.

If you have any questions related to this letter, please contact the
undersigned at (610) 424-4515.

  Sincerely,

  /s/ Jason Clemens

  Jason Clemens

Via E-mail:

  cc:
  Stephen P. Griggs

United States securities and exchange commission logo
September 27, 2022
Jason Clemens
Chief Financial Officer
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 1, 2022
Form 10-Q for the Quarterly Period Ended June 30, 2022
Filed August 9, 2022
File No. 001-38399
Dear Mr. Clemens:
            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-Q for the quarterly period ended June 30, 2022
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 43
1.In various sections of your filings as well as earnings releases, you identify inflation as a
significant risk you are experiencing, and indicate that there are various sources for the
inflation you are experiencing.  Please revise your future filings to discuss and quantify,
where possible, the extent to which your revenues, expenses, profits, and capital resources
have been impacted by inflation.  Identify the drivers of inflation that most affected your
options, and discuss your mitigation efforts.  Provide us with your proposed disclosures in
your response.
2.Your earnings releases and supplements routinely appear to disclose non-acquired growth

 FirstName LastNameJason Clemens
 Comapany NameAdaptHealth Corp.
 September 27, 2022 Page 2
 FirstName LastName
Jason Clemens
AdaptHealth Corp.
September 27, 2022
Page 2
but a similar discussion is not provided in your periodic reports. Please revise your future
filings to provide a discussion of any known trends or uncertainties related to non-
acquired growth and growth from acquisitions that you reasonably expect will have a
material impact on future operating results.
            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.
            You may contact Christine Torney at 202-551-3652 or Vanessa Robertson at 202-551-
3649 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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July 14, 2021

VIA EDGAR

    Office of Life Sciences

United States Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, NE
 Washington, D.C. 20549

Attn: Jason Drory

 Re: AdaptHealth Corp.

Registration Statement on Form S-3

Filed June 29, 2021

File No. 333-257493

Dear Mr. Drory:

Reference is made to the Registration
Statement on Form S-3 filed by AdaptHealth Corp. (the “Company”) with the U.S. Securities and Exchange Commission
on June 29, 2021 (File No. 333-257493) (the “Registration Statement”).

The Company hereby requests
the Registration Statement be made effective at 5:00 p.m., Eastern Time, on July 16, 2021 (the “Effectiveness Time”),
or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities
Act of 1933, as amended.

If you have any questions
related to this letter or if you require any additional information, please contact Michael Brandt or Danielle Scalzo of Willkie Farr &
Gallagher LLP at (650) 887-8962 or (212) 728-8620, respectively. Please notify either of them when this request for acceleration of effectiveness
of the Registration Statement has been granted.

July 14,
2021

Page 2

    Very truly yours,

    AdaptHealth Corp.

    By:
    /s/ Stephen Griggs

    Name: Stephen Griggs

    Title: Chief Executive Officer

    Via E-mail:

    cc:
    Michael Brandt

    Danielle Scalzo

    Willkie Farr & Gallagher LLP

United States securities and exchange commission logo
July 2, 2021
Stephen Griggs
Chief Executive Officer
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Registration Statement on Form S-3
Filed June 29, 2021
File No. 333-257493
Dear Mr. Griggs:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Danielle Scalzo, Esq.

United States securities and exchange commission logo
January 25, 2021
Luke McGee
Chief Executive Officer
AdaptHealth Corp.
220 West Germantown Pike Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 22, 2020
File No. 001-38399
Dear Mr. McGee:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Brandt

CORRESP
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787 Seventh Avenue
 New York, NY 10019-6099
 Tel: 212 728 8000
 Fax: 212 728 8111

January 11, 2021

    VIA EDGAR

    Office of Life Sciences

United States Securities and Exchange Commission
 Division of Corporation Finance

 100 F Street, NE
 Washington, D.C. 20549

Attn: David Gessert; Joe McCann

    Re: AdaptHealth Corp.

Preliminary Proxy Statement on Schedule 14A

Filed December 22, 2020

File No. 001-38399

Dear Mr. Gessert and Mr. McCann:

This letter is submitted
on behalf of AdaptHealth Corp. (the “Company”) and sets forth the Company’s response to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
 “Commission”) set forth in your letter dated January 6, 2021 with respect to the above-referenced Preliminary
Proxy Statement on Schedule 14A (File No. 001-38399) (the “Preliminary Proxy Statement”).

The text of the Staff’s
comment has been included in this letter for your convenience, and the Company’s response is set forth immediately below
the Staff’s comment.

In addition, the Company
has revised the Preliminary Proxy Statement in response to the Staff’s comments, and the Company is concurrently filing Amendment
No. 1 to the Preliminary Proxy Statement (“Amendment No. 1”) with this letter, which reflects these revisions
and clarifies certain other information. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to
them in Amendment No. 1.

Preliminary Proxy
Statement on Schedule 14A

Summary Term Sheet,
page 1

 1. Staff’s comment: Please revise page 1 to disclose the percentage of Class A
common shares that former AeroCare equity holders would receive as a result of the acquisition transaction assuming that your shareholders
approve the Proposal. In this regard, we note that AeroCare equity holders received common shares at closing
in addition to the 31 million shares to be issued upon conversion of the Series C Preferred. Given the additional $1.1 billion
paid to the AeroCare equity holders, also disclose the relative valuations of the AeroCare and AdaptHealth entities. Also, revise
the proxy where appropriate, to identify which company is the acquiring entity for accounting purposes.

January 11, 2021

 Page 2

Response:
The Staff’s comment is noted. In response to the Staff’s comment, additional disclosure has been added on pages 1 and
8 of Amendment No. 1. With respect to your note concerning the number of shares that AeroCare equityholders will receive at closing,
the sum of (x) the shares of Class A Common stock that AeroCare equityholders receive at the closing and (y) the shares of Class
A Common Stock which the Series C Preferred Stock issued at closing would be convertible into following the removal of the conversion
restriction is equal to a total 31,000,000 shares of Class A Common Stock. Clarifying disclosure has been added on page 1 of Amendment
No. 1.

 2. Staff’s comment: Please revise the proxy to explain why the Board determined
to structure the merger using convertible preferred stock as consideration instead of using a more traditional structure which
would allow the AdaptHealth stockholders to vote to approve or disapprove the acquisition and/or issuance of securities prior to
the parties merging. Your disclosure should explain why the Board viewed the preferred stock structure as preferable to a traditional
merger structure, the business reasons, if any, for preferring the current structure, and why the board chose to structure the
transaction in a way that would not allow stockholders to vote and express their approval or disapproval on the acquisition transaction
itself.

Response:
The Staff’s comment is noted. In response to the Staff’s comment, additional disclosure has been added on page 3
of Amendment No. 1.

Background of the
Acquisition, page 12

 3. Staff’s comment: Please substantially revise the Background section so that
it is clear where each party stood with respect to material transaction terms during the August 2020 to December 1, 2020 timeframe.
In particular, it should be clear what terms were initially proposed, who proposed them, and how these terms evolved, if at all,
during the course of subsequent negotiations, particularly as it relates to relative valuations, consideration, and management
structure.

Response:
The Staff’s comment is noted. In response to the Staff’s comment, additional disclosure has been added on pages 12-14
of Amendment No. 1.

General

 4. Staff’s comment: With reference to Note A of Schedule 14A, please revise your
proxy statement to provide the information required by Item 14(b)(6). In this regard, we note that the proxy discusses reports,
opinions and/or appraisals conducted by Jefferies and AlixPartners.

      - 2 -

January 11, 2021

 Page 3

Response:
The Company respectfully advises the Staff that the disclosure requested by the Staff with respect to Item 14(b)(6) of Schedule
14A is not applicable, as the disclosure does not reference any “report, opinion or appraisal” by either Jefferies
and AlixPartners. See Item 14(b)(6) of Schedule 14A.

 5. Staff’s comment: Please tell us whether the Debt Commitment Letter has been
filed or will be filed prior to the solicitation.

Response:
The Staff’s comment is noted. In response to the Staff’s comment, the Debt Commitment Letter has been attached to Amendment
No. 1 as Annex C.

If you have any questions related to this
letter, please contact the undersigned of Willkie Farr & Gallagher LLP at (212) 728-8962.

    Very truly yours,

    /s/ Michael Brandt

    Michael Brandt

Via E-mail:

cc:      Christopher Joyce

      - 3 -

United States securities and exchange commission logo
January 6, 2021
Luke McGee
Chief Executive Officer
AdaptHealth Corp.
220 West Germantown Pike Suite 250
Plymouth Meeting , PA 19462
Re:AdaptHealth Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 22, 2020
File No. 001-38399
Dear Mr. McGee:
            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 on Schedule 14A
Summary Term Sheet, page 1
1.Please revise page 1 to disclose the percentage of Class A common shares that former
AeroCare equity holders would receive as a result of the acquisition transaction assuming
that your shareholders approve the Proposal.  In this regard, we note that AeroCare equity
holders received common shares at closing in addition to the 31 million shares to be
issued upon conversion of the Series C Preferred.  Given the additional $1.1 billion paid to
the AeroCare equity holders, also disclose the relative valuations of the AeroCare and
AdaptHealth entities.  Also, revise the proxy where appropriate, to identify which
company is the acquiring entity for accounting purposes.
2.Please revise the proxy to explain why the Board determined to structure the merger using
convertible preferred stock as consideration instead of using a more traditional structure
which would allow the AdaptHealth stockholders to vote to approve or disapprove the
acquisition and/or issuance of securities prior to the parties merging. Your disclosure

 FirstName LastNameLuke McGee
 Comapany NameAdaptHealth Corp.
 January 6, 2021 Page 2
 FirstName LastName
Luke McGee
AdaptHealth Corp.
January 6, 2021
Page 2
should explain why the Board viewed the preferred stock structure as preferable to a
traditional merger structure, the business reasons, if any, for preferring the current
structure, and why the board chose to structure the transaction in a way that would not
allow stockholders to vote and express their approval or disapproval on the acquisition
transaction itself.
Background of the Acquisition, page 12
3.Please substantially revise the Background section so that it is clear where each party
stood with respect to material transaction terms during the August 2020 to December 1,
2020 timeframe. In particular, it should be clear what terms were initially proposed, who
proposed them, and how these terms evolved, if at all, during the course of subsequent
negotiations, particularly as it relates to relative valuations, consideration, and
management structure.
General
4.With reference to Note A of Schedule 14A, please revise your proxy statement to provide
the information required by Item 14(b)(6).  In this regard, we note that the proxy discusses
reports, opinions and/or appraisals conducted by Jefferies and AlixPartners.
5.Please tell us whether the Debt Commitment Letter has been filed or will be filed prior to
the solicitation.
            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.
            Please contact David Gessert at (202) 551-2326 or Joe McCann at (202) 551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Brandt

CORRESP
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December 28, 2020

VIA EDGAR

Office of Life Sciences

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Deanna Virginio

 Re: AdaptHealth Corp.

Registration Statement on Form S-3

Filed December 18, 2020

File No. 333-251452

Dear Ms. Virginio:

Reference is made to
the Registration Statement on Form S-3 filed by AdaptHealth Corp. (the “Company”) with the U.S. Securities and
Exchange Commission on December 18, 2020 (File No. 333-251452) (the “Registration Statement”).

The Company hereby
requests the Registration Statement be made effective at 4:30 p.m., Eastern Time, on December 30, 2020 (the “Effectiveness
Time”), or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended.

If you have any questions related to this
letter or if you require any additional information, please contact Michael Brandt or Danielle Scalzo of Willkie Farr & Gallagher
LLP at (650) 887-9315 or (212) 728-8620, respectively. Please notify either of them when this request for acceleration of effectiveness
of the Registration Statement has been granted.

    Very truly yours,

    AdaptHealth Corp.

    By:
    /s/Luke McGee

    Name: Luke McGee

    Title: Chief Executive Officer

    Via E-mail:

    cc:
    Michael Brandt

    Danielle Scalzo

    Willkie Farr & Gallagher LLP

    - 2 -

United States securities and exchange commission logo
December 23, 2020
Luke McGee
Chief Executive Officer
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Registration Statement on Form S-3
Filed December 18, 2020
File No. 333-251452
Dear Mr. McGee:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Deanna Virginio at 202-551-4530 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Danielle Scalzo, Esq.

CORRESP
1
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July 29, 2020

    VIA EDGAR

    Office of Life Sciences

 United States Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, NE
 Washington, D.C. 20549

Attn: Margaret Schwartz

 Re: AdaptHealth Corp.

Registration Statement on Form S-1

Filed July 21, 2020

File No. 333-239967

Dear Ms. Schwartz:

Reference is made to
the Registration Statement on Form S-1 filed by AdaptHealth Corp. (the “Company”) with the U.S. Securities and
Exchange Commission on July 21, 2020 (File No. 333-239967) (the “Registration Statement”).

The Company hereby
requests the Registration Statement be made effective at 5:00 p.m., Eastern Time, on July 31, 2020 (the “Effectiveness
Time”), or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended.

If you have any questions
related to this letter or if you require any additional information, please contact Michael Brandt of Willkie Farr & Gallagher
LLP at (212) 728-8962. Please notify him when this request for acceleration of effectiveness of the Registration Statement has
been granted.

July 29, 2020

Page 2

    Very truly yours,

    AdaptHealth Corp.

    By:
    /s/ Luke McGee

    Name:
    Luke McGee

    Title:
    Chief Executive Officer

Via E-mail:

cc:    Michael Brandt

Willkie Farr & Gallagher LLP

United States securities and exchange commission logo
July 27, 2020
Christopher Joyce
General Counsel
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Registration Statement on Form S-1
Filed July 21, 2020
File No. 333-239967
Dear Mr. Joyce:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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June 29, 2020

VIA
EDGAR

Office of Life Sciences

United States Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, NE
 Washington, D.C. 20549

Attn: Alan Campbell

 Re: AdaptHealth Corp.

Registration Statement on Form S-1

Filed June 29, 2020

File No. 333-239515

Dear Mr. Campbell:

Reference is made to
the Registration Statement on Form S-1 filed by AdaptHealth Corp. (the “Company”) with the U.S. Securities and
Exchange Commission on June 29, 2020 (File No. 333-239515) (the “Registration Statement”).

The Company hereby
requests the Registration Statement be made effective at 4:00 p.m., Eastern Time, on June 30, 2020 (the “Effectiveness
Time”), or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended.

If you have any questions related to this
letter or if you require any additional information, please contact Michael Brandt or Danielle Scalzo of Willkie Farr & Gallagher
LLP at (650) 887-8962 or (212) 728-8620, respectively. Please notify either of them when this request for acceleration of effectiveness
of the Registration Statement has been granted.

    Very truly yours,

    AdaptHealth Corp.

    By:
    /s/ Luke McGee

    Name: Luke McGee

    Title: Chief Executive Officer

Via E-mail:

cc:          Michael Brandt

Danielle Scalzo

Willkie Farr & Gallagher LLP

    - 2 -

CORRESP
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VIA EDGAR

June 29, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:     Alan Campbell

Re:         AdaptHealth
Corp.

Acceleration
Request for Registration Statement on Form S-1

File
No. 333-239515

Requested Date:        June 30,
2020

Requested Time:       4
p.m. Eastern Standard Time

Dear Mr. Campbell:

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Jefferies LLC and Deutsche Bank Securities Inc., as representatives of
the several underwriters, hereby join AdaptHealth Corp. in requesting that the effective date of the above-referenced registration
statement (the “Registration Statement”) be accelerated to June 30, 2020, at 4 p.m., Eastern Time, or as soon
thereafter as practicable.

Pursuant to Rule 460 under the Act, please
be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers,
institutions and others, prior to the requested effective time of the Registration Statement.

We have been informed by the participating
underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended,
to the extent applicable.

[Signature Page Follows]

    Very truly yours,

    As representatives of the several underwriters

    JEFFERIES LLC

    By:
    /s/ Michael A Bauer

    Name: Michael A Bauer

    Title: Managing Director

    - 2 -

    Very truly yours,

    As representatives of the several underwriters

    dEUTSCHE BANK SECURITIES INC.

    By:
    /s/ Justin Smolkin

    Name: Justin Smolkin

    Title: Managing Director

    dEUTSCHE BANK SECURITIES INC.

    By:
    /s/ Robert Verdier

    Name: Robert Verdier

    Title: Managing Director

    - 3 -

United States securities and exchange commission logo
June 23, 2020
Christopher Joyce
General Counsel
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Draft Registration Statement on Form S-1
Submitted June 17, 2020
File No. 377-03225
Dear Mr. Joyce:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Danielle Scalzo

CORRESP
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March 18, 2020

VIA EDGAR

Office of Life Sciences

United States Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, NE
 Washington, D.C. 20549

Attn: Chris Edwards; Joe McCann

Re:

AdaptHealth Corp.
   Registration Statement on Form S-3
   Filed January 22, 2020, as amended on Form S-1
   File No. 333-236011

Dear Mr. Edwards and Mr. McCann:

Reference is made to the Registration Statement on Form S-3 filed by AdaptHealth Corp. (the “Company”) with the U.S. Securities and Exchange Commission on January 22, 2020, as amended on February 28, 2020 and March 9, 2020 on Form S-1 (File No. 333-236011) (the “Registration Statement”).

The Company hereby requests the Registration Statement be made effective at 4:00 p.m., Eastern Time, on March 20, 2020 (the “Effectiveness Time”), or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended.

If you have any questions related to this letter or if you require any additional information, please contact Michael Brandt or Danielle Scalzo of Willkie Farr & Gallagher LLP at (650) 887-8962 or (212) 728-8620, respectively. Please notify either of them when this request for acceleration of effectiveness of the Registration Statement has been granted.

Very   truly yours,

AdaptHealth   Corp.

By:

/s/   Luke McGee

Name:

Luke   McGee

Title:

Chief   Executive Officer

Via   E-mail:

cc:

Michael   Brandt

Danielle   Scalzo

Willkie Farr & Gallagher LLP

2

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787 Seventh Avenue
   New York, NY 10019-6099
   Tel:  212 728 8000
   Fax: 212 728 8111

February 12, 2020

VIA EDGAR

Office of Life Sciences

United States Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, NE
 Washington, D.C. 20549

Attn: Chris Edwards; Joe McCann

Re:                             AdaptHealth Corp.
 Registration Statement on Form S-3
 Filed January 22, 2020
 File No. 333-236011

Dear Mr. Edwards and Mr. McCann:

This letter is submitted on behalf of AdaptHealth Corp. (formerly DFB Healthcare Acquisitions Corp.) (the “Company”) and sets forth the Company’s response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated February 5, 2020 with respect to the above-referenced Registration Statement on Form S-3 (File No. 333-236011) (the “Registration Statement”).

The text of the Staff’s comment has been included in this letter for your convenience, and the Company’s response is set forth immediately below the Staff’s comment.

Registration Statement on Form S-3

General

1.                                      Staff’s comment: We note that you are not eligible to conduct this offering on Form S-3 because you do not meet the conditions outlined in General Instruction I.A.3 or I.A.6 of Form S-3. In this regard, DFB Healthcare was the “acquired” company for financial reporting purposes in the business combination that closed on November 8, 2019 and the financial statements of AdaptHealth have not been included in materials required to be filed pursuant to Section 13, 14 and 15(d) for a period of at least twelve calendar months immediately preceding the filing of the registration statement on Form S-3. Accordingly, please register the offering on Form S-1.

NEW YORK   WASHINGTON   HOUSTON   PALO ALTO   SAN FRANCISCO   PARIS   LONDON   FRANKFURT   BRUSSELS   MILAN   ROME

Response: General Instruction I.A.3 of Form S-3 provides that, to be eligible to file a registration statement on Form S-3, the registrant (emphasis added) must have (a) been subject to the requirements of Section 12 or 15(d) of the Exchange Act and timely filed all materials required to be filed pursuant to Section 13, 14 or 15(d) for a period of at least twelve calendar months immediately preceding the filing of the registration statement on Form S-3; and (b) timely filed all reports required to be filed during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement.

The Company was incorporated in the State of Delaware on November 22, 2017.  On, February 15, 2018, the Company’s Registration Statement on Form S-1 (File No. 333-22276) for its initial public offering was declared effective and the Company registered its common stock under Section 12(b) of the Exchange Act.  Since registering its common stock under Section 12(b), the Company has timely filed all materials required to be filed pursuant to Sections 13 and 14 of the Exchange Act.

As part of the business combination transaction that closed on November 8, 2019, (i) the Company’s subsidiary merged with and into AdaptHealth Holdings LLC, a Delaware limited liability company (“AdaptHealth Holdings”), and (ii) the Company amended its amended and restated certificate of incorporation to, among other things, change the name of the Company from “DFB Healthcare Acquisitions Corp.” to “AdaptHealth Corp.”  For accounting purposes, the business combination was regarded as a reverse recapitalization whereby AdaptHealth Holdings was considered to be the accounting acquirer, however the entity that was the registrant prior to the business combination transaction — the Company — did not experience any change in its corporate existence as a result of the business combination transaction and, as a result of the business combination, became the legal parent company of AdaptHealth Holdings.

The Staff’s comment suggests that, because the Company was the “acquired” company for financial reporting purposes in the business combination that closed on November 8, 2019, the financial statements of AdaptHealth Holdings would be required to be included in materials required to be filed pursuant to Section 13, 14 and 15(d) for a period of at least twelve calendar months immediately preceding the filing of the registration statement on Form S-3.  As noted above, however, General Instruction I.A.3 of Form S-3, however, states specifically that the “registrant” is the entity that is required to have been subject to the requirements of Section 12 or 15(d) of the Exchange Act and timely filed all materials required to be filed pursuant to Section 13, 14 or 15(d) for a period of at least twelve calendar months immediately preceding the filing of the registration statement on Form S-3.

We note further that in the Division of Corporation Finance’s Financial Reporting Manual (“FRM”) in Section 12210.1, the FRM addresses situations in which a registrant acquires another entity in a transaction accounted for as a reverse capitalization with a shell company.  Such section of the FRM distinguishes between the “accounting acquirer” and the “legal acquirer/registrant.”

2

According to the facts set forth above, the Company respectfully submits that the Commission should find that the Company, as the registrant, satisfied the requirements of General Instruction I.A.3 of Form S-3.

If you have any questions related to this letter, please contact the undersigned of Willkie Farr & Gallagher LLP at (212) 728-8620.

Very   truly yours,

/s/   Danielle Scalzo

Danielle   Scalzo

Via E-mail:

cc:                                Christopher Joyce

3

February 5, 2020
Christopher Joyce
General Counsel
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, PA 19462
Re:AdaptHealth Corp.
Registration Statement on Form S-3
Filed January 22, 2020
File No. 333-236011
Dear Mr. Joyce:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form S-3
General
1.We note that you are not eligible to conduct this offering on Form S-3 because you do not
meet the conditions outlined in General Instruction I.A.3 or I.A.6 of Form S-3.  In this
regard, DFB Healthcare was the "acquired" company for financial reporting purposes in
the business combination that closed on November 8, 2019 and the financial statements of
AdaptHealth have not been included in materials required to be filed pursuant to Section
13, 14 and 15(d) for a period of at least twelve calendar months immediately preceding
the filing of the registration statement on Form S-3.  Accordingly, please register the
offering on Form S-1.
            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 LastNameChristopher Joyce
 Comapany NameAdaptHealth Corp.
 February 5, 2020 Page 2
 FirstName LastName
Christopher Joyce
AdaptHealth Corp.
February 5, 2020
Page 2

            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Chris Edwards at (202) 551-6761 or Joe McCann at (202) 551-6262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Danielle Scalzo

October 23, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jason Simon

CORRESP
1
filename1.htm

Jason Simon, Esq.

Tel 703.749.1386

Fax 703.714.8386

simonj@gtlaw.com

October 22, 2019

VIA EDGAR

Office of Beverages, Apparel and Mining

United States Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, NE
 Washington, D.C. 20549

Attn: Michael Killoy

Re:                             DFB Healthcare Acquisitions Corp.
 Amendment No. 3 to
 Preliminary Proxy Statement on Schedule 14A
 Filed October 15, 2019
 File No. 001-38399

Dear Mr. Killoy:

This letter is submitted on behalf of DFB Healthcare Acquisitions Corp. (the “Company” or “DFB”) and sets forth responses to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated October 21, 2019 with respect to the above-referenced Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A (File No. 001-38399) (the “Preliminary Proxy Statement”).

The text of the Staff’s comment has been included in this letter for your convenience.  Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Preliminary Proxy Statement.

Certain United States Federal Income Tax Considerations, page 130

1.                                      Staff’s comment:  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).

Response:  In response to the Staff’s comment, the Company intends to add the following sentence to pages 19 and 131 of the Preliminary Proxy Statement, immediately following the sentence on each such page that states that U.S. holders of Common Stock who do not exercise their redemption rights will not recognize any gain or loss for U.S. federal income tax purposes:

“The Company did not obtain a tax opinion regarding the U.S. federal income tax consequences of the Business Combination, including this tax consequence.”

If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

Sincerely,

/s/ Jason   Simon

Jason   Simon

Via E-mail:

cc:           Richard A. Barasch

Chris Wolfe

2

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

CORRESP
1
filename1.htm

Jason Simon, Esq.

Tel 703.749.1386

Fax 703.714.8386

simonj@gtlaw.com

October 15, 2019

VIA EDGAR

Office of Beverages, Apparel and   Mining

United States Securities and   Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Michael Killoy

Re:

DFB Healthcare   Acquisitions Corp.

Amendment   No. 1 to

Preliminary Proxy   Statement on Schedule 14A

Filed   September 24, 2019

File No. 001-38399

Dear Mr. Killoy:

This letter is submitted on behalf of DFB Healthcare Acquisitions Corp. (the “Company” or “DFB”) and sets forth responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated October 8, 2019 with respect to the above-referenced Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A (File No. 001-38399) (the “Preliminary Proxy Statement”).

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each numbered comment.

In addition, the Company has revised the Preliminary Proxy Statement in response to the Staff’s comments, and the Company is concurrently filing Amendment No. 3 to the Preliminary Proxy Statement (“Amendment No. 3”) with this letter, which reflects these revisions and clarifies certain other information. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Preliminary Proxy Statement.

Amendment No. 1 to Preliminary Proxy Statement Filed September 24, 2019

Unaudited Pro Forma Condensed Combined Financial Information of DFB
 Note 3 - Reclassifications and Adjustments to Historical Information of AdaptHealth
 (a) Pro forma financial statement of operations of AdaptHealth, page 86

1.                                      Staff’s comment:  We note your response to comment 8 and see that you have eliminated the pro forma adjustment to interest expense on the basis that the 2019 Recapitalization was not directly attributable to the merger transaction. However we note that you continue to include pro forma adjustments related to the recapitalization at note 4(i). In order to better understand how the 2019 Recapitalization is related to the merger transaction, please explain the underlying reasons for including and excluding pro forma adjustments to interest expense in both the AdaptHealth pro forma financial statements at pages 86 and 87 and the combined pro forma condensed statements of operations at pages 80 and 81. Your response should clearly explain the relationship between the 2019 Recapitalization and the merger with DFB or how it was directly attributable to the acquisitions of PPS, Verus, HMEI and Gould.

Response:  In response to the Staff’s comment, the Company has eliminated the pro forma adjustment to interest expense for the 2019 Recapitalization at Note 4(i). The 2019 Recapitalization was not directly attributable to the merger with DFB or the acquisition of PPS, Verus, HMEI and Gould.

Comparative Share Information, page 95

2.                                      Staff’s comment:  We note your response to comment 12, however we do not see where you have provided equivalent pro forma per share information. Please advise or revise your comparative share information to present equivalent pro forma per share information in accordance with the Instruction to Paragraph (b)(10) of Item 14 of Schedule 14A.

Response:  The Company acknowledges the Staff’s comment; however, upon further review, the Company does not believe that showing equivalent pro forma per share information is appropriate in the context of the Business Combination.  The Instruction to Paragraph (b)(10) references a calculation of equivalent pro forma per share amounts for one share of the target company by multiplying the exchange ratio by the per share pro forma income (loss), book value and cash dividends. The Company understands this requirement is designed to present those pro forma per share amounts on a pre-exchange per-share basis for the target company.

2

Following the Closing, DFB and AdaptHealth will be organized in an “Up-C” structure.  The AdaptHealth Holdings equityholders will remain equityholders of AdaptHealth Holdings, which is a limited liability company taxed as a partnership, with the exception of the owners of the Blocker Companies, which Blocker Companies will merge into DFB immediately prior to closing.  The closing consideration in the Business Combination is based on an aggregate equity value for AdaptHealth Holdings equal to $515 million and will consist of the equivalent of 51.5 million shares of DFB Common Stock (valued at $10.00 per share), in the form described below.  Such consideration will be allocated among the equityholders of AdaptHealth Holdings in accordance with the AdaptHealth Holdings LLC Agreement (except as otherwise agreed by the equityholders), which will be finally determined prior to the Closing.  The consideration payable to the equityholders of AdaptHealth Holdings for each AdaptHealth Holdings unit held thereby is not determined pursuant to an express exchange ratio.  Each Non-Blocker AdaptHealth Member will receive (x) one New AdaptHealth Unit and (y) one share of Class B Common Stock representing its voting interest in DFB for each $10.00 of consideration such holder is entitled to receive; thus, AdaptHealth Holdings will be recapitalized concurrently with the closing of the Business Combination such that one unit in AdaptHealth Holdings will be economically equivalent to one share of Class A Common Stock.  Each Blocker Seller will receive one share of Class A Common Stock for each $10.00 of consideration such holder is entitled to receive.

In addition, the Company has reviewed proxy statement disclosure for several similar precedent transactions, and none includes equivalent pro forma per share data of the target company.  In the precedent disclosure the Company reviewed where such equivalent pro forma per share information was presented, it was in stock-for-stock transactions in which the stock consideration was issued to the target shareholders pursuant to a negotiated and fixed exchange ratio.

Certain United States Federal Income Tax Considerations, page 130

3.                                      Staff’s comment:  We note your added 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 the basis for this statement and identify the counsel providing a tax opinion. For guidance, see Section III.A.2 of Staff Legal Bulletin No. 19 (CF).

Response:  In response to the Staff’s comment, the Company has revised the “Certain United States Federal Income Tax Considerations” section to clarify that DFB shareholders who do not exercise their redemption rights are not selling, exchanging or otherwise transferring their common stock in connection with the Business Combination and thus will simply continue to hold their common stock.  Accordingly, such non-redeeming

3

shareholders will not recognize any gain or loss for U.S. federal income tax purposes. As the Company believes is customary for a transaction of this structure, the Merger Agreement does not provide for any opinion to the Company or its stockholders confirming the foregoing. For these reasons, the Company respectfully submits that a tax opinion is not required under these circumstances.

Annex J- Form of Second Amended and Restated Certificate of Incorporation, page J-8

4.                                      Staff’s comment: We note your response to comment 15; however, your form of second amended and restated certificate of incorporation was not revised. Please revise.

Response:   The Company has included a revised form of second amended and restated certificate of incorporation in Amendment No. 3.

If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

Sincerely,

/s/ Jason   Simon

Jason   Simon

Via E-mail:

cc:

Richard   A. Barasch

Chris   Wolfe

4

October 8, 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. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed September 24, 2019
File No. 001-38399
Dear Mr. Barasch:
            We have reviewed your amended 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.  Unless we note otherwise, our references to prior comments are to comments in our
September 13, 2019 letter.
Amendment No. 1 to Preliminary Proxy Statement filed September 24, 2019
Unaudited Pro Forma Condensed Combined Financial Information of DFB
Note 3 - Reclassifications and Adjustments to Historical Information of AdaptHealth
(a) Pro forma financial statement of operations of AdaptHealth, page 86
1.We note your response to comment 8 and see that you have eliminated the pro forma
adjustment to interest expense on the basis that the 2019 Recapitalization was not directly
attributable to the merger transaction.  However we note that you continue to include pro
forma adjustments related to the recapitalization at note 4(i).  In order to better understand
how the 2019 Recapitalization is related to the merger transaction, please explain the
underlying reasons for including and excluding pro forma adjustments to interest expense
in both the AdaptHealth pro forma financial statements at pages 86 and 87 and the

 FirstName LastNameRichard A.  Barasch
 Comapany NameDFB Healthcare Acquisitions Corp.
 October 8, 2019 Page 2
 FirstName LastName
Richard A.  Barasch
DFB Healthcare Acquisitions Corp.
October 8, 2019
Page 2
combined pro forma condensed statements of operations at pages 80 and 81. Your
response should clearly explain the relationship between the 2019 Recapitalization and the
merger with DFB or how it was directly attributable to the acquisitions of PPS, Verus,
HMEI and Gould.
Comparative Share Information, page 95
2.We note your response to comment 12, however we do not see where you have provided
equivalent pro forma per share information.  Please advise or revise your comparative
share information to present equivalent pro forma per share information in accordance
with the Instruction to Paragraph (b)(10) of Item 14 of Schedule 14A.
Certain United States Federal Income Tax Considerations, page 130
3.We note your added 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 the basis for this statement
and identify the counsel providing a tax opinion.  For guidance, see Section III.A.2
of Staff Legal Bulletin No. 19 (CF).
Annex J- Form of Second Amended and Restated Certificate of Incorporation, page J-8
4.We note your response to comment 15; however, your form of second amended and
restated certificate of incorporation was not revised.  Please revise.
            You may contact Steve Lo at 202-551-2294 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 Real Estate & Construction
cc:       Jason Simon

CORRESP
1
filename1.htm

Jason Simon, Esq.

Tel 703.749.1386

Fax 703.714.8386

simonj@gtlaw.com

September 24,   2019

VIA EDGAR

Office of Beverages, Apparel and Mining

United States Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, NE
 Washington, D.C. 20549

Attn: Michael Killoy

Re:

DFB Healthcare   Acquisitions Corp.

Preliminary Proxy   Statement on Schedule 14A

Filed   August 19, 2019

File   No. 001-38399

Dear Mr. Killoy:

This letter is submitted on behalf of DFB Healthcare Acquisitions Corp. (the “Company” or “DFB”) and sets forth responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated September 13, 2019 with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A (File No. 001-38399) (the “Preliminary Proxy Statement”).

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each numbered comment.

In addition, the Company has revised the Preliminary Proxy Statement in response to the Staff’s comments, and the Company is concurrently filing Amendment No. 1 to the Preliminary Proxy Statement (“Amendment No. 1”) with this letter, which reflects these revisions and clarifies certain other information. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Preliminary Proxy Statement.

Preliminary Proxy Statement Filed August 19, 2019

General

1.                                      Staff’s comment: Please include a form of proxy card. See Rule 14a-6(a) of Regulation 14A.

Response:   The Company has included a copy of the preliminary proxy card in Amendment No. 1.

2.                                      Staff’s comment: 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.

Response: The Company acknowledges the Staff’s comment and respectfully advises that it is relying on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and/or Regulation D and Rule 506 promulgated thereunder, as these are transactions not involving a public offering. AdaptHealth Holdings has informed the Company that it is held by only accredited investors, and has represented the same to the Company in the Merger Agreement. No general solicitation has been or will be made by either the Company or any person acting on its behalf; the shares to be issued will be subject to transfer restrictions; each equity holder has had and will have access to the Company’s public filings, including the Preliminary Proxy Statement (and, upon filing, the definitive proxy statement) and the Company’s most recent Annual Report on Form 10-K, and can ask questions of management; and the shares will contain an appropriate legend stating such securities have not been registered under the Securities Act of 1933 and may not be offered or sold absent registration or pursuant to an exemption therefrom.

Summary Term Sheet

Merger Agreement; Business Combination, page 1

3.                                      Staff’s comment: Please disclose in this section the total dollar amount of consideration for the Business Combination.

Response: In response to the Staff’s comment, the Company has revised the Summary Term Sheet to disclose in the section “Merger Agreement; Business Combination” the total dollar amount of consideration for the Business Combination.

2

What are the U.S. federal income tax consequences . . ., page 19

4.                                      Staff’s comment:  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.

Response: In response to the Staff’s comment, the Company has revised the Summary Term Sheet and “Certain United States Federal Income Tax Considerations” to disclose the federal 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.                                      Staff’s comment: 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.

Response:   In response to the Staff’s comment, the Company has revised the risk factor to describe in greater detail the Nasdaq requirements it needs to meet in order to list its shares of common stock and clarify why there is risk that Nasdaq will not approve the shares for listing.

Unaudited Pro Forma Condensed Combined Financial Information of DFB

Unaudited Pro Forma condensed Combined Statement of Operations, page 80

6.                                      Staff’s comment: 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.

Response: In response to the Staff’s comment, the Company has revised the Unaudited Pro Forma Condensed Combined Statement of Operations to provide the historical basic and diluted per share data together with the number of shares used to compute per share data of the Company in accordance with Rule 11-02(b)(7) of Regulation S-X.

Note 1 — Description of the Business Combination, page 82

7.                                      Staff’s comment: 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

3

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.

Response:  In response to the Staff’s comment, the Company has revised the disclosure in Note 1 to clarify the uses of cash for both the minimum and maximum redemption scenarios.

Note 3 - Reclassifications and Adjustments to Historical Information of AdaptHealth (a) Pro forma financial statement of operations of AdaptHealth, page 86

8.                                      Staff’s comment: 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.

Response: In response to the Staff’s comment, the Company has removed note caption (4) and note caption (2) in the AdaptHealth Pro Forma Financial Statement of Operations for the year ended December 31, 2018 and the six months ended June 30, 2019, respectively, as the Company has determined that these adjustments were not directly attributable to the merger transaction. Additionally, the Company has revised the pro forma adjustment note 4(i) to reflect the adjustment needed to interest expense as a result of the merger transaction.

Note 4 — Pro Forma Adjustments, page 88

9.                                      Staff’s comment: 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 valuation allowance included, if any and describe how it was determined. Refer to Rule 11-02(b)(6) of Regulation S-X.

Response: In response to the Staff’s comment, the Company has revised note c) in Note 4 to disclose the significant assumptions and the tax rate used to calculate the amount of deferred taxes.  In addition, the Company has disclosed the amount of the valuation allowance included and described how it was determined in accordance with Rule 11-02(b)(6) of Regulation S-X.

10.                               Staff’s comment: Note e) describes the assumptions used to determine the $12 million adjustment related to the tax receivable agreements and the exchange agreement liability.

4

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.

Response: The Company acknowledges the Staff’s comment and respectfully advises that the $12 million adjustment is calculated based on the anticipated redemption at the closing of the Business Combination of certain AdaptHealth Holdings Common Units in connection with the $50 million cash redemption pool established under the Merger Agreement.  The Company estimates that these redemptions will result in a tax basis step up of approximately $56 million for DFB.  Using a 25% blended federal and state rate and an 85% sharing rate under the Tax Receivable Agreement, the $56 million step up results in an approximately $12 million adjustment to the Tax Receivable Agreement liability. Under the Merger Agreement, the cash redemption pool may be reduced by up to 50% in the case of a maximum reduction scenario, in which case the tax basis step up and the corresponding adjustment to the tax receivable agreement liability would also be reduced by 50%.

11.                               Staff’s comments: 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.

Response: In response to the Staff’s comment, the Company has revised Note 4 to disclose how the tax adjustment was calculated at note k), the tax rate used and how the rate was determined in accordance with Instruction 7 to paragraph (b) of Rule 11-02 of Regulation.

Comparative Share Information, page 95

12.                               Staff’s comments: 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure to present equivalent pro forma per share information in accordance with the Instruction to Paragraph (b)(10) of Item 14 of Schedule 14A. Additionally the Company has revised the disclosure to include the book value per common unit for AdaptHealth Holdings.

5

Tax Receivable Agreement, page 117

13.                               Staff’s comments: Please disclose the dollar amount of your potential tax receivable agreement payments and the material assumptions relating to such payments.

Response: In response to the Staff’s comment, the Company has revised the disclosure to include the dollar amount of the 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.                               Staff’s comments: 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure to state that there are no material differences between our currently outstanding shares of common stock and the reclassified shares of Class A common stock and to clarify that 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.                               Staff’s comments: 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 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.

6

Response: The Company acknowledges the Staff’s comment and has amended its form of second amended and restated certificate of incorporation to provide that (i) the forum selection provision does not apply to suits brought to enforce a duty or liability created by the Securities Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction and (ii) federal court will be the exclusive forum for resolving claims created by the Securities Act of 1933, as amended, to the extent such a provision is enforceable.

16.                               Staff’s comment: Please add risk factor disclosure to describe any material risks that the exclusive forum provision may have on stockholders.

Response:  In response to the Staff’s comment, the Company has added risk factor disclosure to describe the material risks that the exclusive forum provision may have on stockholders.

If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

Sincerely,

/s/ Jason   Simon

Jason   Simon

Via   E-mail:

cc:

Richard   A. Barasch

Chris   Wolfe

7

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
Page 4
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

CORRESP
1
filename1.htm

Goldman Sachs & Co. LLC

200 West Street, New York New York 10282

Deutsche Bank Securities Inc.

60 Wall Street, New York, New York 10005

February 14, 2018

VIA EDGAR

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.

Mail Stop 3561
 Washington, D.C. 20549

Attention: Laura Nicholson

Re:

DFB   Healthcare Acquisitions Corp.
   Registration Statement on Form S-1 (File No. 333-222376)

Dear Ms. Nicholson:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of DFB Healthcare Acquisitions Corp. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 pm EST on February 15, 2018 or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act:

i.                  Dates of distribution: February 7, 2018 through the date hereof.

ii.               Number of prospectuses distributed: a total of approximately 2100 copies of the preliminary prospectus were distributed to prospective underwriters, institutional investors, dealers and others.

iii.            We have complied and will comply, and have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Sincerely,

GOLDMAN SACHS & CO. LLC

/s/ Elizabeth Word

Name: Elizabeth Word

Title: Managing Director

DEUTSCHE BANK SECURITIES INC.

/s/ Francis Windels

Name:

Francis Windels

Title:

Managing Director

/s/ Jennifer Sheng

Name:

Jennifer Sheng

Title:

Managing Director

[Signature Page to the Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

DFB HEALTHCARE ACQUISITIONS CORP.
 780 Third Avenue

New York, NY 10017

February 13, 2018

VIA EDGAR

Securities and Exchange Commission
  Division of Corporation Finance

100 F. Street, N.E.
 Washington, D.C. 20549
 Attention:  Laura Nicholson, Special Counsel

Re:                             DFB Healthcare Acquisitions Corp.
 Registration Statement on Form S-1
 File No. 333-222376

Dear Ms. Nicholson:

DFB Healthcare Acquisitions Corp. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-222376), be accelerated under Rule 461 of the Securities Act of 1933, as amended, so that it will be declared effective at 4:00 p.m., Eastern time, on Thursday, February 15, 2018, or as soon thereafter as possible.

[Remainder of page intentionally left blank.]

Sincerely,

DFB HEALTHCARE ACQUISITIONS   CORP.

By:

/s/ Richard Barasch

Name: Richard Barasch

Title: Chief Executive   Officer

CORRESP
1
filename1.htm

Jason T. Simon, Esq.

Tel 703.749.1386

Fax 703.714.8386

SimonJ@gtlaw.com

January 31, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Laura Nicholson

Re:

DFB Healthcare Acquisitions Corp.

Draft Registration Statement on Form S-1

Filed December 29, 2017

File No. 333-222376

Dear Ms. Nicholson:

On behalf of DFB Healthcare Acquisitions Corp. (the “Company”), we are hereby responding to the letter, dated January 25, 2018 (the “Comment Letter”), from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission, regarding the Company’s Registration Statement on Form S-1 filed on December 29, 2017 (the “Registration Statement”).  In response to the Comment Letter and to update certain information in the Registration Statement, the Company is filing Amendment No. 1 to the Registration Statement (the “Amendment”) with the Commission, today.

For ease of reference, the text of each of the Staff’s comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response.

General

1.                                      Please provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

RESPONSE:

The Company advises the Staff that no written communications have been presented by the Company (or by anyone authorized to do so on the Company’s behalf) to potential investors in reliance on Section 5(d) of the Securities Act. To the extent that there are any such written communications that the Company, or anyone authorized to do so on its behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, the Company will provide them to the Staff.

Prospectus Cover Page

2.                                      We note your disclosure that the Deerfield Funds have indicated an interest to purchase up to an aggregate of $100 million of your shares of common stock in a private placement that would occur concurrently with the consummation of your initial business combination. Please revise to clarify whether there is a binding agreement for Deerfield Funds to purchase such shares.

RESPONSE:

The Company has added disclosure on the prospectus cover page and on page 128 of the Amendment in response to the Staff’s comment.

Summary, page 1

The Offering, page 9

3.                                      Please disclose here that the terms of the warrants may be amended with the approval by the holders of at least 65% of the then outstanding warrants.

RESPONSE:

The Company has revised the disclosure on page 15 of the Amendment in response to the Staff’s comment.

Deerfield Management Conflicts, page 30

4.                                      We note your disclosure on pages 30 and 117 that “certain of [your] directors have fiduciary and contractual duties to Deerfield Management.” Please identify these directors here. In this regard, we note that your disclosure on page 119 indicates that Steven Hochberg is the only director and officer with fiduciary and contractual duties to Deerfield Management.

RESPONSE:

The Company has revised the disclosure on pages 31 and 120 of the Amendment in response to the Staff’s comment.

2

Risk Factors, page 33

5.                                      Please include a risk factor that addresses the risks associated with Deerfield Management Company purchasing up to an aggregate of $100 million of your shares of common stock in a private placement that would occur concurrently with the consummation of your initial business combination, including the dilutive effect to your public shareholders’ ownership of the acquired business. In addition, please address the effect that the potential private placement with Deerfield Management could have on your public shareholders in your disclosure on page 86 regarding the initial business combination in your Proposed Business section.

RESPONSE:

The Company has added a risk factor on page 37 of the Amendment and revised the disclosure on page 88 of the Amendment in response to the Staff’s comment.

Deerfield Management and certain of its personnel have been the subject of SEC proceedings, page 52

6.                                      Please clarify the reasons that Deerfield Management’s ability to purchase shares of your common stock in a private transaction in connection with your initial business combination may be impaired by the actions disclosed in this risk factor. In addition, please revise your summary and business sections to address such possible impairments, and please balance your disclosure regarding the competitive advantages that Deerfield Management Company, L.P. will provide by including in your summary and business sections a reference to the risks described in this risk factor.

RESPONSE:

The Company has added disclosure on pages 3, 56 and 86 of the Amendment in response to the Staff’s comment.

Management, page 112

Committees of the Board of Directors, page 114

Audit Committee, page 114

7.                                      We note your disclosure that Mr. Hochberg will serve as member of your audit committee, your disclosure regarding the independence requirements for audit committee members, and your disclosure that Mr. Hochberg is independent under NASDAQ listing standards and applicable SEC rules. We also note your disclosure that Mr. Hochberg is a manager of your sponsor. Please provide us with your analysis in support of your disclosure that Mr. Hochberg will satisfy the requirements for independence under the NASDAQ and Commission rules. In this

3

regard, explain to us how you concluded that he is independent for the purposes of Exchange Act Rule 10A-3(b)(1).

RESPONSE:

The Company supplementally advises the Staff that it believes that Mr. Hochberg satisfies the requirements for independence under Listing Rule 5605(a)(2) of the Nasdaq Stock Market, because Mr. Hochberg (i) is not an executive officer of the Company, (ii) does not have a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and (iii) is not otherwise subject to any of the disqualifying relationships specified in Rule 5605(a)(2). With respect to clause (ii), the Company does not believe that Mr. Hochberg’s status as a manager of the Company’s sponsor, or his ownership interest in the sponsor, will interfere with his exercise of business judgment in carrying out the responsibilities of a director of the Company.  The Company has determined that Mr. Hochberg will not serve on the audit committee of the Board of Directors (and has revised the disclosure on page 114 of the Amendment accordingly); as a result, Exchange Act Rule 10A-3(b)(1) is not applicable to an analysis of Mr. Hochberg’s independence

Conflicts of Interest, page 116

8.                                      We note your disclosure on page 121 that Mr. Barasch is one of the members of your sponsor, and that Mr. Barasch and Mr. Hochberg are the managers of your sponsor. Please address here and in your risk factors section the potential conflict of interests that they may have with you and your public shareholders due to such roles. In addition, please revise your prospectus summary section to clarify that Mr. Barasch is one of the members of your sponsor, and that Mr. Barasch and Mr. Hochberg are the managers of your sponsor.

RESPONSE:

The Company has added disclosure on pages 7, 55 and 121 of the Amendment in response to the Staff’s comment.

Exhibits

9.                                      Please file the strategic services agreement that you intend to enter into with Mr. Wolfe. See Item 601(b)(10) of Regulation S-K.

RESPONSE:

The Company has added the strategic services agreement as an exhibit to the Amendment.

*          *          *

4

Please do not hesitate to call me at (703) 749-1386 should you have any questions regarding the Registration Statement or the above responses.

Sincerely yours,

/s/ Jason T. Simon

Jason T. Simon

cc:

DFB   Healthcare Acquisitions Corp.

Alan   I. Annex, Esq.

5

Mail Stop 3561
January 25, 2018

Richard Barasch
Chief Executive Officer
DFB Healthcare Acquisitions Corp.
780 Third Avenue
New York, NY 10017

Re: DFB Healthcare Acquisitions Corp.
Registration Statement on Form S -1
Filed December 29, 2017
  File No. 333-222376

Dear Mr. Barasch :

We have reviewed your registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment  is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please provide us with copies of all written communications, as defined in Rule 405
under the Securities Act, that you , or anyone authorized to do so on your behalf , present
to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.

Prospectus Cover Page

2. We note your disclosure that the Deerfield Funds have indicated an interest to purchase
up to an aggregate of $100 million of your shares of common stock in a private
placement that  would occur concurrently with the consummation of your initial business
combination.  Please revise to clarify whether there is a binding agreement for Deerfield
Funds to purchase such shares.

Richard Barasch
DFB Healthcare Acquisitions Corp.
January 25 , 2018
Page 2

 Summary, page 1

The Offering, page 9

3. Please disclose here t hat the terms of the warrants may be amended with the approval by
the holders of at least 65% of the then outstanding warrants.

Deerfield Management Conflicts, page 30

4. We note your disclosure on page s 30 and 117 that “certain of [your] directors have
fiduciary and contractual duties to Deerfield Management.”  Please identify  these
directors  here.  In this regard, we note that your disclosure on page 119 indicates that
Steven Hochberg is the only director and officer with fiduciary and contractual duties to
Deerfield Management.

Risk Factors, page 33

5. Please include a risk factor that addresses the risks associated with Deerfield
Management Company purchasing up to an aggregate of $100 million of your shares of
common stock in a private placement t hat would occur concurrently with the
consummation of your initial business combination, including the dilu tive effect to your
public shareholder s’ ownership of the acquired business.   In addition, please address the
effect that the potential private place ment with Deerfield Management could have on
your public shareholders in your disclosure on page 86 regarding the initial business
combination in your Proposed Business section.

Deerfield Management and certain of its personnel have been the subject of SE C proceedings,
page 52

6. Please clarify the reasons that Deerfield Management’s ability to purchase shares of your
common stock in a private transaction in connection with your initial business
combination  may be impaired by the actions disclosed in this risk factor.  In addition,
please re vise your  summary  and business sections  to address such possible impairments ,
and please balance your disclosure regarding the competitive advantages that Deerfield
Manag ement Company, L.P. will provide  by including in your summary and business
sections  a reference to the risks described in this risk factor .

Richard Barasch
DFB Healthcare Acquisitions Corp.
January 25 , 2018
Page 3

 Management, page 112

Committees of the Board of Directors, page 114

Audit Committee, page 114

7. We note your disclosure that Mr. Hochberg will serve as member  of your audit
committee , your disclosure regarding the independence requirements for audit committee
members, and your disclosure that Mr. Hochberg  is independent under NASDAQ listing
standards and applicable SEC rules .  We also note your disclosure that Mr. Hochberg is a
manager of your sponsor.  Please provide us with your analysis in support of your
disclosure that Mr. Hochberg  will satisfy the requi rements for independence under the
NASDAQ and Commission rules.   In this regard, explain to us how you concluded that
he is independent for the purposes of Exchange Act Rule 10A -3(b)(1).

Conflicts of Interest, page 116

8. We n ote your disclosure on page 121  that Mr. Barasch is one of the members of your
sponsor, and that Mr.  Barasch and Mr. Hochberg are the managers  of your sponsor .
Please address here and in your risk factor s section the potential conflict of interests that
they may have with you and your public shareholders due to such roles.  In addition,
please revise your prospectus summary section to clarify that Mr. Barasch is one of the
members of your sponsor, and that Mr.  Barasch and Mr. Hochberg are the managers  of
your sponsor.

Exhibits

9. Please file the strategic services agreement that you intend to enter into with Mr. Wolfe.
See Item 601(b)(10 ) of Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwit hstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registrati on
statement.

Richard Barasch
DFB Healthcare Acquisitions Corp.
January 25 , 2018
Page 4

 You may contact Patrick Kuhn at (202) 551 -3308  or Lyn Shenk , Accounting Branch
Chief, at (202) 551 -3380  if you have questions regarding comments on the financial statements
and related matters.  Please contact Sonia Bednarowski  at (202) 551 -3666  or me at
(202) 551 -3584  with any other questions.

Sincerely,

/s/ Laura Nicholson

 Laura Nicholson
 Special Counsel
Office of Transportation and Leisure

cc: Jason T Simon, Esq.
 Greenberg Traurig, LLP