SecProbe.io

CORRESP
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 filename1.htm

 Correspondence

 THE ONCOLOGY INSTITUTE, INC.

 18000 Studebaker Road, Suite 800

 Cerritos, CA 90703

 June 16, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Robert Augustin

 Re:

 The Oncology Institute, Inc.

 Registration Statement on Form S-3, filed June 6, 2025

 File No. 333-287138

 Dear Mr. Augustin:

 In accordance with Rule 461 promulgated
under the Securities Act of 1933, as amended, The Oncology Institute, Inc. (the " Company ") hereby requests acceleration
of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-287848) (the " Registration
Statement "), as amended on June 16, 2025. The Company respectfully request that the Registration Statement become effective
as of 4:00 p.m., Eastern Time, on June 18, 2025 or as soon as practicable thereafter. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Steven B. Stokdyk at (213) 891-7421.

 Very truly yours,

 THE ONCOLOGY INSTITUTE, INC.

 /s/ Robert Carter

 Robert Carter

 Chief Financial Officer

 cc: Daniel Virnich, The Oncology Institute, Inc.
 Steven B. Stokdyk, Latham & Watkins LLP
 Brent T. Epstein, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 12, 2025

Robert Carter
Chief Financial Officer
Oncology Institute, Inc.
18000 Studebaker Rd
Suite 800
Cerritos, CA 90703

 Re: Oncology Institute, Inc.
 Registration Statement on Form S-3
 Filed June 6, 2025
 File No. 333-287848
Dear Robert Carter:

 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 Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Steven B. Stokdyk
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Correspondence

 THE ONCOLOGY INSTITUTE, INC.

 18000 Studebaker Road, Suite 800

 Cerritos, CA 90703

 May 14, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Juan Grana

 Re:

 The Oncology Institute, Inc.

 Registration Statement on Form S-3, filed May 8, 2025

 File No. 333-287138

 Dear Mr. Grana:

 In accordance with Rule 461 promulgated
under the Securities Act of 1933, as amended, The Oncology Institute, Inc. (the " Company ") hereby requests acceleration
of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-287138) (the " Registration
Statement "). The Company respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern
Time, on May 16, 2025 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Latham & Watkins LLP, by calling Brent T. Epstein at (213) 891-8185.

 Very truly yours,

 THE ONCOLOGY INSTITUTE, INC.

 /s/ Robert Carter

 Robert Carter

 Chief Financial Officer

 cc: Daniel Virnich, The Oncology Institute, Inc.
 Steven B. Stokdyk, Latham & Watkins LLP
 Brent T. Epstein, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2025

Daniel Virnich
Chief Executive Officer
The Oncology Institute, Inc.
18000 Studebaker Road, Suite 800
Cerritos, CA

 Re: The Oncology Institute, Inc.
 Registration Statement on Form S-3
 Filed May 8, 2025
 File No. 333-287138
Dear Daniel Virnich:

 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 Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Brent T. Epstein, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 3, 2024
Mihir Shah
Chief Financial Officer
Oncology Institute, Inc.
18000 Studebaker Road, Suite 800
Cerritos , California 90703
Re:Oncology Institute, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 28, 2024
File No. 001-39248
Dear Mihir Shah:
            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

CORRESP
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The Oncology Institute,
Inc.

18000 Studebaker Rd.,
Suite 800, Cerritos, California 90703

May 22, 2024

VIA EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

United States Securities and Exchange Commission

Attention: Tracey Houser, Terence O’Brien

    Re:
    The Oncology Institute, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2023

    Filed March 28, 2024

    File No. 001-39248

Set forth below is the
response of the Oncology Institute, Inc. (the “Company”) to a comment received from the staff of the Division of Corporation
Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter
dated May 15, 2024, with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2023 (No. 001-39248), which was
filed with the Commission on March 28, 2024, as amended on April 22, 2024 (the “Form 10-K”). Concurrent with the submission
of this letter, we are filing Amendment No. 2 to the Form 10-K in response to the Staff’s comment and are also filing Amendment
No. 1 to the Company’s Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”), which was filed subsequent
to the Form 10-K, so as to be responsive to, and follow through on, the Staff’s comment.

For your convenience,
our response is prefaced by the exact text of the Staff’s comment in bold, italicized text.

Exhibits 31

 1. We note the Rule 13a–14(a)/15d–14(a) certifications included in Exhibits 31 omit paragraph
4(b), which refers to the design of internal control over financial reporting. Please amend your Form 10-K to include certifications containing
the language precisely as set forth in Item 601(b)(31)(i) of Regulation S-K. Your amendment may include the cover page, explanatory note,
signature page, and paragraphs 1, 2, 4 and 5 of the certification. Refer to Question 246.13 of the Regulation S-K C&DIs for guidance.

RESPONSE:

We respectfully acknowledge
the Staff’s comment and have filed an abbreviated second amendment to the Form 10-K and an abbreviated amendment to the Form 10-Q,
each of which include revised officer certifications that include the introductory sentence of paragraph 4(b) referring to internal control
over financial reporting. Per the Staff’s comment, we have included in each amendment only the cover page, explanatory note, signature
page, and paragraphs 1, 2, 4 and 5 of each Section 302 certification.

Division of Corporation Finance

May 22, 2024

Page 2

On behalf of the Company
and its management, I acknowledge that the Company and its management are responsible for the adequacy and accuracy of their disclosures,
notwithstanding any review, comments, action or absence of action by the Staff.

Please direct any questions
that you may have with respect to the foregoing, or if any additional supplemental information is required by the Staff, please contact
Aman Bukhari at AmanBukhari@theoncologyinstitute.com or Mihir Shah at MihirShah@theoncologyinstitute.com.

    Very truly yours,

    THE ONCOLOGY INSTITUTE, INC.

    By:
    /s/ Mihir Shah

    Name:
    Mihir Shah

    Title:
    Chief Financial Officer

Enclosures

United States securities and exchange commission logo
May 15, 2024
Mihir Shah
Chief Financial Officer
Oncology Institute, Inc.
18000 Studebaker Road, Suite 800
Cerritos , California 90703
Re:Oncology Institute, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 28, 2024
File No. 001-39248
Dear Mihir Shah:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            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 Fiscal Year Ended December 31, 2023
Exhibits 31
1.We note the Rule 13a–14(a)/15d–14(a) certifications included in Exhibits 31
omit paragraph 4(b), which refers to the design of internal control over financial reporting.
Please amend your Form 10-K to include certifications containing the language precisely
as set forth in Item 601(b)(31)(i) of Regulation S-K. Your amendment may include the
cover page, explanatory note, signature page, and paragraphs 1, 2, 4 and 5 of the
certification. Refer to Question 246.13 of the Regulation S-K C&DIs for guidance.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameMihir Shah
 Comapany NameOncology Institute, Inc.
 May 15, 2024 Page 2
 FirstName LastName
Mihir Shah
Oncology Institute, Inc.
May 15, 2024
Page 2
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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February 9, 2022

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  The Oncology Institute, Inc.

Registration Statement on Form S-1/A

Filed February 8, 2022

Registration No. 333-261740

Ladies and Gentlemen:

In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective on Friday, February 11, 2022, at
4:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as The Oncology Institute, Inc. (the “Company”)
or its counsel may request via telephone call to the staff. Please contact Steven Stokdyk of Latham & Watkins LLP, counsel to the
Company, at (213) 891-7421, or in his absence, Brent Epstein of Latham & Watkins LLP at (213) 891-8185, to provide notice of effectiveness,
or if you have any other questions or concerns regarding this matter.

  Sincerely yours,

  The Oncology Institute, Inc.

  By:
  /s/ Mark Hueppelsheuser

  Mark Hueppelsheuser

General Counsel

cc:
Mark Hueppelsheuser, The Oncology Institute, Inc.
 Steven Stokdyk, Latham & Watkins LLP
 Brent Epstein, Latham & Watkins LLP

CORRESP
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January 4, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 Re: The Oncology Institute, Inc.

  Withdrawal of
                                                                         Acceleration Request for Registration Statement on Form S-1

  Filed December 17,
                                                                         2021

  File No.
                                                                         333-261740

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on January 3, 2022, in which we requested the acceleration of the effective date of the Registration
Statement on Form S-1 (File No. 333-261740) (the “Registration Statement”) of The Oncology Institute, Inc. (the
“Company”) to 4:30 P.M. Eastern Time on January 5, 2022 or as soon as practicable thereafter, pursuant to Rule
461 under the Securities Act of 1933, as amended. As communicated telephonically prior to 4:30 p.m. Eastern Time on January 5, 2022, we
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

Please contact Steven Stokdyk
of Latham & Watkins LLP, counsel to the Company, at (213) 891-7421, or in his absence, Brent Epstein of Latham & Watkins LLP at
(213) 891-8185, with any questions you have concerning this request.

    Very truly yours,

    THE ONCOLOGY INSTITUTE, INC.

    By:
    /s/ Mark Hueppelsheuser

    Mark Hueppelsheuser

    General Counsel

cc: Mark Hueppelsheuser, The Oncology Institute, Inc.

Steven Stokdyk, Latham & Watkins LLP

Brent Epstein, Latham & Watkins LLP

CORRESP
1
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January 3, 2022

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    The Oncology Institute, Inc.

    Registration Statement on Form S-1

    Filed December 17, 2021

    Registration No. 333-261740

Ladies and Gentlemen:

In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective on Wednesday, January 5, 2022, at
4:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as The Oncology Institute, Inc. (the “Company”)
or its counsel may request via telephone call to the staff. Please contact Steven Stokdyk of Latham & Watkins LLP, counsel to the
Company, at (213) 891-7421, or in his absence, Brent Epstein of Latham & Watkins LLP at (213) 891-8185, to provide notice of effectiveness,
or if you have any other questions or concerns regarding this matter.

    Sincerely yours,

    The Oncology Institute, Inc.

    By:
    /s/ Mark Hueppelsheuser

    Mark Hueppelsheuser

    General Counsel

    cc:
    Mark Hueppelsheuser, The Oncology Institute, Inc.

    Steven Stokdyk, Latham & Watkins LLP

    Brent Epstein, Latham & Watkins LLP

United States securities and exchange commission logo
December 21, 2021
Brad Hively
Chief Executive Officer
The Oncology Institute, Inc.
18000 Studebaker Rd., Suite 800
Cerritos, California 90703
Re:The Oncology Institute, Inc.
Registration Statement on Form S-1
Filed on December 17, 2021
File No. 333-261740
Dear Mr. Hively:
            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 Joshua Gorsky at (202) 551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Stokdyk

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DFP Healthcare Acquisitions Corp.

345 Park Avenue South

New York, New York 10010

October 21, 2021

VIA EDGAR

Division of Corporation Finance

Office of Finance

Securities and Exchange Commission 100 F Street, N.E.

Washington, D.C. 20549

    Re:
    DFP Healthcare Acquisitions Corp.

    Amendment No. 3 to Registration Statement on Form S-4

    Filed October 20, 2021

    File No. 333-258152

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, DFP Healthcare Acquisitions Corp.
hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form S-4, as amended (the “Registration
Statement”) be accelerated to, and that the Registration Statement be declared effective at 12:00 p.m., prevailing Eastern Time,
on October 22, 2021, or as soon as practicable thereafter.

Please contact Jason Rocha (email: jason.rocha@whitecase.com or telephone:
(713) 496-9732) or Bryan Luchs (email: bryan.luchs@whitecase.com or telephone: (212) 819-7848) of White & Case LLP with any questions
and please notify one or more of them when this request for acceleration has been granted.

[Signature Page Follows]

    Sincerely,

    cc:
    Jason Rocha, White & Case LLP

    By:
    /s/ Steven Hochberg

    Bryan Luchs, White & Case LLP

    Name:
    Steven Hochberg

    Title:
    Chief Executive Officer

CORRESP
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October 20, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Technology

    100 F Street, NE

    Washington, D.C. 20549

    Attn: Abby Adams

Re: DFP Healthcare Acquisitions Corp.

Amendment No. 2 to Registration
Statement on Form S-4

Filed October 4, 2021

File
No. 333-258152

Dear Ms. Adams:

On behalf of our client, DFP
Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses
to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”)
with respect to the above-referenced registration statement on Form S-4 filed on October 4, 2021 (the “Registration Statement”),
contained in the Staff’s letter dated October 18, 2021 (the “Comment Letter”).

The Company has filed via
EDGAR its Amendment No. 3 to the Registration Statement (the “Amended Registration Statement”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the
Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set
forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings
set forth in the Amended Registration Statement.

Amendment No.2 to Form S-4 Filed October 4,
2021

The Business Combination
Proposal

Background of the Business Combination, page 92

 1. We note your revised disclosure on page 96 in response to comment 7. Revise the background section
to disclose the information in your response to the comment, in particular that you received the preliminary projections March 1,
2021, which were revised downward to reflect a reduction in projected 2022 revenue for TOI, resulting in the projections disclosed in
the document.

Response:
The Company has revised pages 102 and 104 in response to the Staff’s comment.

United States Securities and Exchange Commission

October 20, 2021

Certain Interests of TOI’s Management
and Directors, page 104

 2. Refer to comment 24 of our August 27, 2021 letter. Further revise the disclosure on page 104
to provide additional detail. For example, disclose how many members of TOI management may be eligible to cash out their stock options,
and give an example of what the maximum cash out value would be. Also disclose the maximum number of earnout shares TOI management will
receive and how many and which members of management are entitled to earnout shares.

Response:
The Company has revised page 115   in response to the Staff’s comment.

Government Regulation, page 174

 3. We reissue comment 13. Substantially revise this section to address the specific laws and regulations
in California, TOI's largest market, regarding the corporate practice of medicine, fee-splitting and how you are able to structure your
arrangements in California and other states. Potential investors should be informed of the nature and significance of these statutes and
provisions, how they impact your business structure and the means necessary to remain in compliance.

Response:
The Company has revised pages 183, 184 and 192 in response to the Staff’s comment.

Material U.S. Federal Income Tax Considerations,
page 238

 4. We note the tax opinion filed as Exhibit 8.1. Revise the opinion to remove the inappropriate language
that merely opines that the registration statement contains an accurate summary of the law. Refer to Section III.C.2 of Staff Legal
Bulletin No. 19. Revise the registration statement to affirmatively describe the tax consequences of the Business Combination will
be, as opposed to what they are "expected" to be, and remove all inappropriate disclaimers and limitations in the section describing
the tax consequences, including the "certain" and "expected" consequences. Refer to Section III.C.1 of Staff
Legal Bulletin No. 19.

Response:
The Company has revised pages 260, 261 and exhibit 8.1 in response to the Staff’s comment.

* * *

    2

United States Securities and Exchange Commission

October 20, 2021

Please do not hesitate to
contact Jason A. Rocha at (713)-496-9732 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

cc:           Steven
Hochberg, DFP Healthcare Acquisitions Corp.

    3

United States securities and exchange commission logo
October 18, 2021
Steven Hochberg
Chief Executive Officer
DFP Healthcare Acquisitions Corp.
345 Park Avenue South
New York, New York 10010
Re:DFP Healthcare Acquisitions Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed October 4, 2021
File No. 333-258152
Dear Mr. Hochberg:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our September 24, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
The Business Combination Proposal
Background of the Business Combination, page 92
1.We note your revised disclosure on page 96 in response to comment 7.  Revise the
background section to disclose the information in your response to the comment, in
particular that you received the preliminary projections March 1, 2021, which were
revised downward to reflect a reduction in projected 2022 revenue for TOI, resulting in
the projections disclosed in the document.
Certain Interests of TOI's Management and Directors, page 104
2.Refer to comment 24 of our August 27, 2021 letter.  Further revise the disclosure on page

 FirstName LastNameSteven Hochberg
 Comapany NameDFP Healthcare Acquisitions Corp.
 October 18, 2021 Page 2
 FirstName LastName
Steven Hochberg
DFP Healthcare Acquisitions Corp.
October 18, 2021
Page 2
104 to provide additional detail.  For example, disclose how many members of TOI
management may be eligible to cash out their stock options, and give an example of what
the maximum cash out value would be.  Also disclose the maximum number of earnout
shares TOI management will receive and how many and which members of management
are entitled to earnout shares.
Government Regulation, page 174
3.We reissue comment 13.  Substantially revise this section to address the specific laws and
regulations in California, TOI's largest market, regarding the corporate practice of
medicine, fee-splitting and how you are able to structure your arrangements in California
and other states.  Potential investors should be informed of the nature and significance of
these statutes and provisions, how they impact your business structure and the means
necessary to remain in compliance.
Material U.S. Federal Income Tax Considerations, page 238
4.We note the tax opinion filed as Exhibit 8.1.  Revise the opinion to remove the
inappropriate language that merely opines that the registration statement contains an
accurate summary of the law.  Refer to Section III.C.2 of Staff Legal Bulletin No. 19.
Revise the registration statement to affirmatively describe the tax consequences of the
Business Combination will be, as opposed to what they are "expected" to be, and remove
all inappropriate disclaimers and limitations in the section describing the tax
consequences, including the "certain" and "expected" consequences.   Refer to Section
III.C.1 of Staff Legal Bulletin No. 19.
            You may contact Jenn Do at 202-551-3743 or Brian Cascio at 202-551-3676 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Abby Adams at 202-551-6902 or Irene Paik at 202-551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joel Rubinstein, Esq.

CORRESP
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October 1, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attn: Abby Adams

 Re: DFP Healthcare Acquisitions Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed September 7, 2021

File
No. 333-258152

Dear Ms. Adams:

On behalf of our client, DFP
Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses
to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”)
with respect to the above-referenced registration statement on Form S-4 filed on September 7, 2021 (the “Registration
Statement”), contained in the Staff’s letter dated September 24, 2021 (the “Comment Letter”).

The Company has filed via
EDGAR its Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the
Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set
forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings
set forth in the Amended Registration Statement.

United States Securities and Exchange Commission

October 1, 2021

Amendment No.1 to Form S-4 Filed September 7,
2021

Questions and Answers About the Business Combination and the Special
Meeting What is TOI?, page 3

 1. We note your revised disclosure in response to comment 2. Please further clarify the competition in
the "value-based" care segment and your leadership position, so that the basis for your statement is clear. Also clarify your
references to "value-based agreements" throughout. It is unclear how you identify competitors in this segment from traditional
providers, as providing better care at lower cost would appear to be a common goal, even if not attained. We note you state you follow
the NCCN guidelines, discussed in comment 30; however, in the projections on page 108, you identify "Value-Based Contracts"
as "any contract arrangement a TOI PC has with a payor where the TOI PC has an incentive to help reduce the cost of oncology care."
This seems to only refer to cost savings. You further state on page 108, as noted throughout, that "Historically, the TOI PCs
have primarily entered into VBCs which pay the TOI PC a capitation rate — a fixed fee per month for professional services and specific
medical oncology and related expenses of patients. There are variations on VBCs where instead of a fixed monthly fee, the TOI PC is eligible
for either enhanced incentive payments (that layer on top of traditional FFS reimbursement models) or a percentage of overall savings
that are generated relative to a specific benchmark." As the explanation of value-based care appears to only consider cost savings,
and the historical experience appears to involve capitation contracts, the statement of leadership is unclear.

Response:
The Company has revised various elements of the disclosure in response to the Staff’s comment. The Company has also added
additional related disclosure in response to comment 8.

Summary of the Proxy Statement/Prospectus Redemption Rights,
page 28

 2. We note your revised disclosure in response to comment 5. Please revise other disclosure in the document
where you include calculations assuming no redemption and maximum redemption to also include an interim redemption scenario. We note,
for example, the disclosure on pages 32, 35, 112, 151, 153, 156, 157 and 232.

Response:
The Company has revised page 33, 35-38, 114, 152-156, 159-160, 164, 197, 235-237 in response to the Staff’s comment.

    2

United States Securities and Exchange Commission

October 1, 2021

Risk Factors, page 43

 3. We have reviewed your response and revisions related to comment 9. You indicated that "the Company
disclosed that management concluded that the Company’s control over financial reporting was not effective as of December 31,
2020 on pages 43, 49 and 56 of the Form 10-K/A filed on May 24, 2021." We note that pages 49 and 56 discuss only
disclosure controls and procedures, not internal control over financial reporting. Further, page 43 states that you concluded internal
control over financial reporting was not effective as of December 31, 2020, but page 56 states, "This annual report does
not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established
by rules of the Securities and Exchange Commission for newly public companies." We note similar disclosure in the Form 10-Q
for the quarterly period ended June 30, 2021 filed August 16, 2021. If management has not assessed internal control over financial
reporting as of December 31, 2020, which is permissible under those transition period rules, please explain how management can conclude
that it was not effective at that date. In addition, please revise disclosures accordingly.

Response:
The Company respectfully advises the staff that its management did not formally assess the Company’s internal control over financial
controls as of June 30, 2021 or December 31, 2020. However, following the issuance of the SEC’s “Staff Statement
on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” on April 12, 2021
(the “Statement”), the Company’s management concluded that there was a material weakness in its internal control over
financial reporting related to its warrants. Solely due to this conclusion, the Company’s management determined that the Company
would need to restate its prior financials and its internal control over financial reporting was not effective as of December 31,
2020, which remained the case as of June 30, 2021.

We have added additional clarifying
language on pages 44, 73, and 74 to make it clear that the material weakness and the resulting conclusion relate solely to the Company’s
internal control over financial reporting connected to the warrants following the restatement.

DFP has no operating history and is subject to a mandatory liquidation
and subsequent dissolution requirement..., page 69

 4. Revise the added risk factor to disclose the applicable deadline by which DFP must complete its initial
business combination.

Response:
The Company has revised page 71 in response to the Staff’s comment.

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United States Securities and Exchange Commission

October 1, 2021

The Business Combination Proposal

Background of the Business Combination, page 99

 5. We note the revised disclosure on page 100 in response to comment 10. Please clarify the timing
of the discussions with Company B. Initially, the disclosure indicated that Company B elected not to pursue a transaction. The revised
disclosure states that DFP submitted an indication of interest to Company B in March of 2020, but terminated discussions when DFP
signed a letter of intent with TOI, which did not occur until March 17, 2021. If the discussions with Company B continued for a year,
revise the background section to disclose those ongoing discussions.

Response: The Company has corrected a typographical error on page 102 to reflect that discussions with Company B initiated in March of 2021 instead
of March of 2020.

 6. We reissue comment 14 to the extent you have not indicated whether the locked-box mechanism is included
in the executed merger agreement. We note the revised disclosure on pages 102 and 103.

Response:
The Company has revised page 105 in response to the Staff’s comment, to clarify that the locked box mechanism is included in
the executed merger agreement.

 7. Refer to comments 12 and 16. We note that the preliminary projections shared on March 1 were the
basis for the first proposed transaction consideration, and later adjustments resulted in changes to the consideration. As the projection
adjustments resulted in material changes, revise to include the different projections provided by TOI on March 1, 2021, April 26,
2021, June 19, 2021, and, the final projections.

Response:
The Company acknowledges the Staff’s comment and respectfully advises that the only adjustments to the March 1, 2021 projections
were provided by TOI on April 26, 2021. The April 26 adjustment reflected a slight reduction in the projected 2022 revenue of
TOI, which DFP’s management deemed immaterial and were not material to the discussion surrounding valuation and the adjustments
made to the merger consideration.

    4

United States Securities and Exchange Commission

October 1, 2021

Certain Projected Financial Information, page 106

 8. We reissue comment 22 to the extent that you have not explained why it is appropriate to group VBCs
with capitated contracts where, on former page 42 (now page 43), you highlighted as a risk of your growth strategy that "future
value-based contracts may not be as favorable as current capitation contracts."

Response:
The Company has revised the disclosure on page 110-111 in response the Staff’s comment. The Company has also added additional
related disclosure in response to comment 1.

The Company has highlighted the risk
that alternative value-based contract structures may not be as favorable as capitation since these alternative structures may result in
a lower overall capture of cost savings by us. By way of example, in a gain-sharing value-based contract, the splitting of gains generated
in reducing costs with payors may mean that the Company is not able to capture all the reimbursement dollars that would be available under
capitation. However, the incentives to reduce cost and improve outcomes and quality remain, and all are fundamentally different than fee-for-service
oncology reimbursement. The Company believes that because these contracts meet the definition of value-based, it is appropriate to group
the lives related to these contracts together under one category of value-based contracts.

The Stock Issuance Proposal, page 123

 9. Revise to disclose the number of shares you are seeking shareholder approval to issue, including any
additional shares pursuant to subscription agreements. Absent an upper limit, you are asking shareholders to approve a provision that
could further significantly dilute their ownership. Provide us your analysis regarding how seeking shareholder approval for issuance of
an unlimited, undetermined number is appropriate under the Nasdaq Listing Rules.

Response:
The Company has revised the notice of the special meeting and page 126 in response to the Staff’s comment.

    5

United States Securities and Exchange Commission

October 1, 2021

Unaudited Pro Forma Condensed Combined Financial Information, page 149

 10. We have read your response and revision related to comment 26 in our letter dated August 27, 2021.
We note Section 4.4 of the Warrant Agreement at Exhibit 4.2 continues to provide tender offer wording that would result in liability
classification. If you have modified the terms of the Warrant Agreement to indicate that such a tender offer which could result in a cash
payment would always be in connection with a change in control of the Company, please file the amended agreement.

Response:
The Company acknowledges the comment and respectfully advises the Staff that the terms of DFPH’s 5,750,000 Public Warrants have
not changed. We considered the equity structure upon the Closing of the transaction whereby the warrants no longer meet the requirements
for liability classification. Our assessment primarily considered:

(i) the single class of common shares
that control the entity after the merger;

(ii) the tender offer provision only
pertaining to the Public Warrants on this single class of shares; and

(iii) the entity having no other
voting securities.

The Company respectfully submits that
liability classification of the Public Warrants is not required after the merger because in any cash settlement of Public Warrants, the
group of common shareholders before the tender offer no longer controls the entity after the tender offer given there is only a single
class of voting securities in the post-merger entity. Specifically, a tender offer would also result in a change of control. Per Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) paragraph 815-40-55-3, a change
of control provision that permits the holders to receive the same form of consideration as holders of shares underlying the contract (Public
Warrants), permanent equity classification is not precluded as a result of such change of control provision.

 11. We have read the response and revision to comment 27 in our letter dated August 27, 2021. It is
not clear how the amounts disclosed in Note (BB) on pages 160-161 reconcile to the total adjustments denoted as such on pages 153
and 154. Please revise to clarify how the compensation expense amounts that are recognized straight line over three years under each redemption
scenario for each period are appropriately reflected in the respective total adjustments.

Response:
The Company acknowledges the comment and respectfully advises the Staff with the following further detail to reconcile to total adjustments
(all amounts in thousands):

Year ended December 31, 2020
 – No Redemption Scenario

Total adjustment of $43,838 under
note (BB) is comprised of:

 · $32,379 one-time, lump sum payment to Eligible Cash-out Vested Company Option holders;

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United States Securities and Exchange Commission

October 1, 2021

 · Plus $11,459 attribution of twelve months of compensation expense to replaced New TOI
Options based on total $34,378 grant date fair value of replaced New TOI Options.

Year ended December 31, 2020
 – Maximum Redemption Scenario

Under the maximum redemption scenario,
($8,426) of additional adjustments are subtracted from the $43,838 adjustment under the no redemption scenario. The ($8,426) adjustment
is comprised of:

 · ($12,240) additional adjustment for the one-time, lump sum payment to Eligible Cash-out Vested Company
Option holders (which, when added to the $32,379 one-time, lump sum payment to Eligible Cash-out Vested Company Option holders under the
no redemption scenario results in a cumulative adjustment of $20,139);

 · Plus $3,814 additional attribution (which, when added to the $11,459 attribution of twelve months
of compensation under the no redemption scenario results in a cumulative adjustment of $15,273) based on total $45,820 grant date fair
value of replaced New TOI Options.

Based on the Company’s revision
of pages 155, 156 and 163 in response to comment #2 above, the Company further advises the Staff on the following details to reconcile
total adjustments in the interim redemption scenario as follows:

Year ended December 31, 2020
 – Interim Redemption Scenario

Under the interim redemption scenario,
($4,313) of additional adjustments are subtracted from the $43,838 adjustment under the no redemption scenario. The ($4,313) adjustment
is comprised of:

 · ($6,093) additional adjustment for the one-time, lump sum payment to Eligible Cash-out Vested Company
Option holders (which, when added to the $32,379 one-time, lump sum payment to Eligible Cash-out Vested Company Option holders under the
no redemption scenario results in a cumulative adjustment of $26,286);

 · Plus $1,780 additional attribution (which, when added to the $11,459 attribution of twelve months
of compensation under the no redemption scenario results in a cumulative adjustment of $13,239) based on total $39,717 grant date fair
value of replaced New TOI Options.

Business of TOI, page 178

 12. Please provide additional detail in your revised disclosure on page 179 in response to comment
29, rega

United States securities and exchange commission logo
September 24, 2021
Steven Hochberg
Chief Executive Officer
DFP Healthcare Acquisitions Corp.
345 Park Avenue South
New York, New York 10010
Re:DFP Healthcare Acquisitions Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed September 7, 2021
File No. 333-258152
Dear Mr. Hochberg:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our August 27, 2021 letter.
Amendment No. 1 to Form S-4 filed September 7, 2021
Questions and Answers About the Business Combination and the Special Meeting
What is TOI?, page 3
1.We note your revised disclosure in response to comment 2.  Please further clarify the
competition in the "value-based" care segment and your leadership position, so that the
basis for your statement is clear.  Also clarify your references to "value-based agreements"
throughout.  It is unclear how you identify competitors in this segment from traditional
providers, as providing better care at lower cost would appear to be a common goal, even
if not attained.  We note you state you follow the NCCN guidelines, discussed in comment
30; however, in the projections on page 108, you identify "Value-Based Contracts"
as "any contract arrangement a TOI PC has with a payor where the TOI PC has an

 FirstName LastNameSteven Hochberg
 Comapany NameDFP Healthcare Acquisitions Corp.
 September 24, 2021 Page 2
 FirstName LastName
Steven Hochberg
DFP Healthcare Acquisitions Corp.
September 24, 2021
Page 2
incentive to help reduce the cost of oncology care."  This seems to only refer to cost
savings.  You further state on page 108, as noted throughout, that "Historically, the TOI
PCs have primarily entered into VBCs which pay the TOI PC a capitation rate — a fixed
fee per month for professional services and specific medical oncology and related
expenses of patients. There are variations on VBCs where instead of a fixed monthly fee,
the TOI PC is eligible for either enhanced incentive payments (that layer on top of
traditional FFS reimbursement models) or a percentage of overall savings that are
generated relative to a specific benchmark."  As the explanation of value-based care
appears to only consider cost savings, and the historical experience appears to involve
capitation contracts, the statement of leadership is unclear.
Summary of the Proxy Statement/Prospectus
Redemption Rights, page 28
2.We note your revised disclosure in response to comment 5.  Please revise other disclosure
in the document where you include calculations assuming no redemption and maximum
redemption to also include an interim redemption scenario.  We note, for example, the
disclosure on pages 32, 35, 112, 151, 153, 156, 157 and 232.
Risk Factors, page 43
3.We have reviewed your response and revisions related to comment 9. You indicated
that "the Company disclosed that management concluded that the Company’s control over
financial reporting was not effective as of December 31, 2020 on pages 43, 49 and 56 of
the Form 10-K/A filed on May 24, 2021." We note that pages 49 and 56 discuss only
disclosure controls and procedures, not internal control over financial reporting. Further,
page 43 states that you concluded internal control over financial reporting was not
effective as of December 31, 2020, but page 56 states, "This annual report does not
include a report of management’s assessment regarding internal control over financial
reporting due to a transition period established by rules of the Securities and Exchange
Commission for newly public companies." We note similar disclosure in the Form 10-Q
for the quarterly period ended June 30, 2021 filed August 16, 2021. If management has
not assessed internal control over financial reporting as of December 31, 2020, which is
permissible under those transition period rules, please explain how management can
conclude that it was not effective at that date. In addition, please revise disclosures
accordingly.
DFP has no operating history and is subject to a mandatory liquidation and subsequent
dissolution requirement..., page 69
4.Revise the added risk factor to disclose the applicable deadline by which DFP must
complete its initial business combination.

 FirstName LastNameSteven Hochberg
 Comapany NameDFP Healthcare Acquisitions Corp.
 September 24, 2021 Page 3
 FirstName LastName
Steven Hochberg
DFP Healthcare Acquisitions Corp.
September 24, 2021
Page 3
The Business Combination Proposal
Background of the Business Combination, page 99
5.We note the revised disclosure on page 100 in response to comment 10.  Please clarify the
timing of the discussions with Company B.  Initially, the disclosure indicated that
Company B elected not to pursue a transaction.  The revised disclosure states that DFP
submitted an indication of interest to Company B in March of 2020, but terminated
discussions when DFP signed a letter of intent with TOI, which did not occur until March
17, 2021.  If the discussions with Company B continued for a year, revise the background
section to disclose those ongoing discussions.
6.We reissue comment 14 to the extent you have not indicated whether the locked-box
mechanism is included in the executed merger agreement.  We note the revised disclosure
on pages 102 and 103
7.Refer to comments 12 and 16.  We note that the preliminary projections shared on March
1 were the basis for the first proposed transaction consideration, and later adjustments
resulted in changes to the consideration.  As the projection adjustments resulted in
material changes, revise to include the different projections provided by TOI on March 1,
2021, April 26, 2021, June 19, 2021, and, the final projections.
Certain Projected Financial Information , page 106
8.We reissue comment 22 to the extent that you have not explained why it is appropriate to
group VBCs with capitated contracts where, on former page 42 (now page 43), you
highlighted as a risk of your growth strategy that "future value-based contracts may not be
as favorable as current capitation contracts."
The Stock Issuance Proposal, page 123
9.Revise to disclose the number of shares you are seeking shareholder approval to issue,
including any additional shares pursuant to subscription agreements.  Absent an upper
limit, you are asking shareholders to approve a provision that could further significantly
dilute their ownership.  Provide us your analysis regarding how seeking shareholder
approval for issuance of an unlimited, undetermined number is appropriate under the
Nasdaq Listing Rules.
Unaudited Pro Forma Condensed Combined Financial Information, page 149
10.We have read your response and revision related to comment 26 in our letter dated August
27, 2021. We note Section 4.4 of the Warrant Agreement at Exhibit 4.2 continues to
provide tender offer wording that would result in liability classification. If you
have modified the terms of the Warrant Agreement to indicate that such a tender offer
which could result in a cash payment would always be in connection with a change in
control of the Company, please file the amended agreement.

 FirstName LastNameSteven Hochberg
 Comapany NameDFP Healthcare Acquisitions Corp.
 September 24, 2021 Page 4
 FirstName LastName
Steven Hochberg
DFP Healthcare Acquisitions Corp.
September 24, 2021
Page 4
11.We have read the response and revision to comment 27 in our letter dated August 27,
2021. It is not clear how the amounts disclosed in Note (BB) on pages 160-161 reconcile
to the total adjustments denoted as such on pages 153 and 154. Please revise to clarify
how the compensation expense amounts that are recognized straight line over three years
under each redemption scenario for each period are appropriately reflected in the
respective total adjustments.
Business of TOI, page 178
12.Please provide additional detail in your revised disclosure on page 179 in response to
comment 29, regarding your use of proceeds from the business combination.  We note the
revised disclosure on page 107 regarding the material assumptions underlying the
projections.
Government Regulation, page 188
13.We reissue comment 31 to the extent you have not discussed the specific laws or
regulations of California, your largest market.  For example, briefly summarize the
California laws preventing the corporate practice of medicine and fee-splitting and how
you are able to structure your arrangements in California.
Beneficial Ownership of Securities, page 232
14.We note the revised disclosure in response to comment 35 and your intent to provide
additional information as it becomes available.  With reference to footnote 12, it appears
all shares beneficially owned by the same persons should be listed in the same line on the
table.  Please revise or advise.  Refer to the Instructions to Item 403 of Regulation S-K
and Exchange Act Rule 13d-3.
DFP Healthcare Acquisitions Corp. June 30, 2021 Financial Statements
Condensed Consolidated Balance Sheets, page F-2
15.Please revise to explain in a footnote the material component(s) of the $1.52 million
accrued expenses balance at June 30, 2021.

 FirstName LastNameSteven Hochberg
 Comapany NameDFP Healthcare Acquisitions Corp.
 September 24, 2021 Page 5
 FirstName LastName
Steven Hochberg
DFP Healthcare Acquisitions Corp.
September 24, 2021
Page 5
            You may contact Jenn Do at (202) 551-3743 or Brian Cascio at (202) 551-3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at (202) 551-6902 or Irene Paik at (202) 551-6553 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joel Rubinstein, Esq.

CORRESP
1
filename1.htm

    September 3, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Technology

    100 F Street, NE

    Washington, D.C. 20549

    Attn: Abby Adams

 Re: DFP Healthcare Acquisitions Corp.

Registration Statement on Form S-4

Filed July 23, 2021

File No. 333-258152

Dear Ms. Adams:

On behalf of our client, DFP
Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses
to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”)
with respect to the above-referenced registration statement on Form S-4 filed on July 23, 2021 (the “Registration Statement”),
contained in the Staff’s letter dated August 27, 2021 (the “Comment Letter”).

The Company has filed via
EDGAR its Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the
Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth
below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set
forth in the Amended Registration Statement.

Registration Form S-4 Filed July 23, 2021

Cautionary Note regarding Forward-Looking Statements,
page 1

 1. We note the inclusion of forecasts and projections in your identification of forward- looking statements,
and your statement that “[t]he forward-looking statements are based on projections prepared by, and are the responsibility of, TOI’s
management.” Revise to clarify that the registrant is responsible for all the disclosure in the filing, including the projections.

Response:

The Company has revised its disclosure on page 1 to remove
the quoted sentence.

United States Securities and Exchange Commission

 September 3, 2021

What is TOI? page 3

 2. We note several references here and throughout the prospectus that TOI is a “leading value-based
oncology company". Please revise to clarify the basis for this leadership claim.

Response:

In In response to the Staff’s comment,
the Company has revised pages 3, 21, 82 and 178 of the Amended Registration Statement to indicate that the Company believes that TOI is
a leading value-based oncology company based on its belief that it has more covered lives than any other value-based oncology company.

Questions and Answers About the Business Combination
and the Special Meeting What is being voted on?, page 5

 3. Unbundle the stock issuance proposal so that shareholders may vote separately whether to increase the
authorized number of shares for the proposed business combination and for the subscription/PIPE financing. Refer to Exchange Act Rule
14a-3. For additional guidance, see the Compliance and Disclosure Interpretations under Rule 14a-4(a)(3) generally and regarding unbundling
in the M&A context

Response:

The Company respectfully advises the Staff,
after telephonic discussions with the Staff, that DFP Stockholders have the opportunity to vote on whether to increase the authorized
number of shares in connection with the Business Combination in the Charter Proposal and as an unbundled proposal in Advisory Charter
Proposal A. The Company also notes that the 27.5 million shares of DFP Class A Common Stock to be issued pursuant to the PIPE Investments
prior to the Closing have been previously authorized for issuance in the Company’s Current Charter, which authorizes 100 million
shares of DFP Class A Common Stock. At present, 23 million shares of DFP Class A Common Stock are outstanding.

Summary of the Proxy Statement/Prospectus

Structure
of the Business Combination, page 21

 4. Revise the pre- and post-combination structures to reflect the various forms and percentages of ownership
interests, including the subscription agreements and earnout warrants addressed on pages 22-23.

Response:

The Company has revised the pre- and post-combination
structures to reflect the various forms and percentages of ownership interests in New TOI on pages 21, 22, 94 and 95.

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United States Securities and Exchange Commission

 September 3, 2021

Redemption Rights, page 28

 5. Revise your disclosure to show the potential impact of the redemptions on the per share value of the
shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemptions scenarios, including minimum,
maximum and interim redemption levels.

Response:

The Company has revised its disclosure
to show the impact of redemptions on the per share value of the shares assuming three redemption scenarios as follows: (1) no redemptions,
(2) 50% redemptions and (3) maximum redemptions, in the section entitled “Comparative Historical and Unaudited Pro Forma Combined
Per Share Financial Information” on pages 36 and 37. The Company has included cross references to such section on pages 11,
29 and 89.

Interests of the Sponsor and DFP's Directors and Officers in the
Business Combination, page 29

 6. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of the business combination. Include the current value of securities held, loans extended, fees
due and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the
company’s officers and directors, if material.

Response:

The Company has inserted additional disclosure
on pages 14, 15, 30, 31, 67, 68, 91, 92, 110 and 111 to quantify what the Sponsor, its affiliates and officers and directors have at risk
in connection with the Closing.

 7. Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment,
even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

Response:

The Company has inserted disclosure on
pages 14, 30, 67, 92 and 110 to clarify that the Sponsor can earn a positive rate of return on its investment, even if other SPAC shareholders
experience a negative rate of return in the post-business combination company.

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United States Securities and Exchange Commission

 September 3, 2021

Risk Factors, page 42

 8. Please revise the DFP risk factors section to more prominently provide disclosure related to its going
concern determination.

Response: The Company has inserted
a risk factor on page 69 to more prominently provide disclosure related to its going concern determination.

 9. We note the disclosure in the risk factor on page 69 regarding the material weakness that led management
to conclude that internal control over financial reporting (ICFR) was not effective as of December 31, 2020. Please confirm, if true,
that management performed an assessment of ICFR subsequent to the date that your December 31, 2020 Form 10-K/A was filed on May 24, 2021.
Otherwise, explain how you were not able to provide this conclusion in the Form 10-K/A. Alternatively, please revise your disclosure herein
to be consistent with the disclosure in the Form 10-K/A.

Response:

The Company respectfully advises the Staff
that the Company disclosed that management concluded that the Company’s control over financial reporting was not effective as of
December 31, 2020 on pages 43, 49 and 56 of the Form 10-K/A filed on May 24, 2021. The Company also reported on page 24 of the Form 10-Q
filed on August 16, 2021 that the material weakness had not been fully remediated.

The Company has inserted disclosure on
page 71 to clarify that such conclusion remained unchanged as of March 31, 2021 and June 30, 2021.

The Business Combination Proposal

Background of the Business Combination, page
95

 10. On page 96, disclose the number of targets with which DFP entered into letters of intent. Disclose
why you determined the three identified targets are the “relevant potential targets.” Disclose the timing of the negotiations
with Companies A, B and C.

Response:

The Company has revised page 99 in response
to the Staff’s comment.

    4

United States Securities and Exchange Commission

 September 3, 2021

 11. On page 97, revise to identify the roles of Alvarez & Marsal, Polsinelli, and W&C and on whose
behalf they performed their respective roles.

Response:

The Company has identified the roles of
Alvarez & Marsal, Polsinelli and W&C and on whose behalf they performed their respective roles on page 101.

 12. With respect to the March 17 entry, please revise to explain how DFP determined to indicate its interest
at the $700 to $750 million level, including whether it had received forecasts from TOI and any financial models that it used.

Response:

The Company has revised page 100 in response
to the Staff’s comment.

 13. Please revise the discussion concerning the March 17 to March 26 period to clarify whether TOI offered
counterproposals to DFP's initial indication of interest. Discuss the material terms, as applicable.

Response:

The Company has revised page 100 in response
to the Staff’s comment.

 14. On page 98, revise to explain what a "locked box mechanism" is and the key features of the
mechanism under negotiation. For instance, it should be whether the price would be set based upon a pre-signing balance sheet or something
else. With reference to the June 21 entry, revise the remainder of the Background section to discuss how the terms of the mechanism evolved
over time and whether the mechanism is employed in the Business Combination Agreement.

Response:

The Company has revised pages 102 and
103 in response to the Staff’s comment.

 15. With reference to the April 26 entry, please discuss the "financial model" that the two parties
discussed as well as the growth plan and the use of proceeds.

Response:

The Company has revised page 102 in response
to the Staff’s comment.

 16. At various points in the risk factors and elsewhere, you disclose that TOI provided financial projections.
Revise this section to clarify at what points those projections were disclosed. We note various reference to the TOI team sharing their
 “vision” and “growth prospects,” and the follow-up call on April 26, 2021 on the financial model.

Response:

The Company has revised page 102 in response
to the Staff’s comment.

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United States Securities and Exchange Commission

 September 3, 2021

 17. On page 99, revise to explain who and what drove the change in consideration on June 19, 2021 that
resulted in the $100 million reduction in transaction consideration and increase in earnout consideration.

Response:

The Company has revised page 103 in response
to the Staff’s comment.

 18. With reference to the disclosure on page 101 and the joint press release dated June 28, 2021 announcing
the business combination agreement, please tell us, and as applicable revise to clarify, whether both parties agreed to the valuation
based on a 2.4 multiple to TOI's 2022 forecasted revenue.

Response:

The Company has revised page 105 in response
to the Staff’s comment.

DFP's Board of Directors' Reasons for
the Approval of the Business Combination, page 100

 19. Revise the discussion of the board’s comparable companies analysis to disclose the data and valuations
for each selected company.

Response:

The Company has revised page 105 in response
to the Staff’s comment.

 20. You describe additional analyses the board performed with respect to the TOI financial projections,
including that the board “compared the projected revenue growth to the revenue growth of Comparable Companies to assess its reasonableness.”
Revise to disclose the board’s conclusions regarding the reasonableness of the TOI projections. Clarify whether the board felt the
projected revenue growth was reasonable given the pipeline of potential acquisitions TOI had disclosed.

Response:

The Company has revised page 106 response
to the Staff’s comment.

    6

United States Securities and Exchange Commission

 September 3, 2021

The Business Combination Proposal

Certain Projected Financial Information, page 102

 21. Expand your disclosures to provide additional information surrounding the material assumptions and
estimates underlying the projections on page 103 to provide investors with sufficient information to evaluate the projected financial
information. For example:

 · Identify the market and geographical regions for the revenue projections and the specific market growth
rates and projected market rate penetrations to help provide additional insight into the range in these rates underlying the revenue projections.
Explain how the market rate growth and market rate penetrations were determined;

 · Disclose material assumptions related to acquisitions and de novo build-out;

 · Provide any specific assumptions related to regulatory approvals disclosed on
page 104;

 · Disclose how you determined adjusted EBITDA; and

 · Disclose material assumptions used to determine projected expense amounts in
arriving at growth profit and adjusted EBITDA.

Response:

The Company has revised pages 107, 108,
and 109 in response to the Staff’s comment.

 22. With respect to the projections on page 104, please:

 · clarify the "VBC" abbreviation and, with reference to the fourth
bullet point on page 42, explain briefly explain how these contracts differ and why it is appropriate to quantify them together;

 · tell us how the 20% CAGR figure is calculated; and

 · revise to explain what the two "% Growth" metrics relate to and how
they are calculated.

Response:

The Company has revised pages 108 and
109 to clarify the VBC abbreviation and explain why it is appropriate to quantify capitated and value-based lives together. The Company
has also revised the Capitated/VBC Lives row of the table on page 108 to correct typographical errors with respect to the amounts presented
for 2022, 2023 and 2024. The 20% CAGR is calculated using the corrected amounts (i.e., 2.7 million lives in 2024 as compared to 1.6 lives
in 2021 represents a CAGR of 20%).

The Company has added footnote (2) to
the table on page 108 to clarify that the “% Growth” refers to year-over-year growth in Revenue. The Company has revised the
line item under “Gross Profit” in the table on page 108 to read “% Margin” and added footnote (4) explaining that
 “% Margin” represents Gross Profit divided by Revenue for the applicable periods.

    7

United States Securities and Exchange Commission

 September 3, 2021

 23. Revise the fifth paragraph on page 103 to clarify that you have disclosed all material assumptions
underlying the projections. In addition, revise to discuss more specifically the assumptions supporting the projections presented on page
104. In particular, please explain the assumptions
underlying the considerable annual growth in revenue despite more modest growth (and even a reduction) in the number of Capitated/VBC
Lives. With reference to the "Key Business Metrics" disclosure on page 188, disclose whether the projections assume material
changes to the number of clinics and markets. Also, discuss more specifically the assumptions that support increased adjusted EBITDA and
margins.

Response:

The Company has revised page 107 in response
to the Staff’s comment. The Company has also revised the Capitated/VBC Lives row of the table on page 108 of the Amended Registration
Statement to correct typographical errors with respect to the amounts presented for 2022, 2023 and 2024.

Certain Interests of TOI's Management and Directors, page
106

 24. Provide examples to quantify the potential interests of TOI management and directors in the business
combination.

Response:

The Company has revised page 112 in response
to the Staff’s comm

United States securities and exchange commission logo
August 27, 2021
Steven Hochberg
Chief Executive Officer
DFP Healthcare Acquisitions Corp.
345 Park Avenue South
New York, New York 10010
Re:DFP Healthcare Acquisitions Corp.
Registration Statement on Form S-4
Filed July 23, 2021
File No. 333-258152
Dear Mr. Hochberg:
            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.
Registration Statement on Form S-4 filed July 23, 2021
Cautionary Note Regarding Forward-Looking Statements, page 1
1.We note the inclusion of forecasts and projections in your identification of forward-
looking statements, and your statement that “[t]he forward-looking statements are based
on projections prepared by, and are the responsibility of, TOI’s management.”  Revise to
clarify that the registrant is responsible for all the disclosure in the filing, including the
projections.
What is TOI?, page 3
2.We note several references here and throughout the prospectus that TOI is a “leading
value-based oncology company".  Please revise to clarify the basis for this leadership
claim.

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August 27, 2021
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Questions and Answers About the Business Combination and the Special Meeting
What is being voted on?, page 5
3.Unbundle the stock issuance proposal so that shareholders may vote separately whether to
increase the authorized number of shares for the proposed business combination and for
the subscription/PIPE financing.  Refer to Exchange Act Rule 14a-3.  For additional
guidance, see the Compliance and Disclosure Interpretations under Rule 14a-4(a)(3)
generally and regarding unbundling in the M&A context.
Summary of the Proxy Statement/Prospectus
Structure of the Business Combination, page 21
4.Revise the pre- and post-combination structures to reflect the various forms and
percentages of ownership interests, including the subscription agreements and earnout
warrants addressed on pages 22-23.
Redemption Rights, page 28
5.Revise your disclosure to show the potential impact of the redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemptions scenarios, including minimum, maximum and
interim redemption levels.
Interests of the Sponsor and DFP's Directors and Officers in the Business Combination, page 29
6.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of the business combination.
Include the current value of securities held, loans extended, fees due and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.
7.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
Risk Factors, page 42
8.Please revise the DFP risk factors section to more prominently provide disclosure related
to its going concern determination.
9.We note the disclosure in the risk factor on page 69 regarding the material weakness that
led management to conclude that internal control over financial reporting (ICFR) was not
effective as of December 31, 2020. Please confirm, if true, that management performed an
assessment of ICFR subsequent to the date that your December 31, 2020 Form 10-K/A
was filed on May 24, 2021. Otherwise, explain how you were not able to provide this
conclusion in the Form 10-K/A. Alternatively, please revise your disclosure herein to be

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DFP Healthcare Acquisitions Corp.
August 27, 2021
Page 3
consistent with the disclosure in the Form 10-K/A.
The Business Combination Proposal
Background of the Business Combination, page 95
10.On page 96, disclose the number of targets with which DFP entered into letters of intent.
Disclose why you determined the three identified targets are the “relevant potential
targets.”  Disclose the timing of the negotiations with Companies A, B and C.
11.On page 97, revise to identify the roles of Alvarez & Marsal, Polsinelli, and W&C and on
whose behalf they performed their respective roles.
12.With respect to the March 17 entry, please revise to explain how DFP determined to
indicate its interest at the $700 to $750 million level, including whether it had received
forecasts from TOI and any financial models that it used.
13.Please revise the discussion concerning the March 17 to March 26 period to clarify
whether TOI offered counterproposals to DFP's initial indication of interest.  Discuss the
material terms, as applicable.
14.On page 98, revise to explain what a "locked box mechanism" is and the key features of
the mechanism under negotiation.  For instance, it should be whether the price would be
set based upon a pre-signing balance sheet or something else.  With reference to the June
21 entry, revise the remainder of the Background section to discuss how the terms of the
mechanism evolved over time and whether the mechanism is employed in the Business
Combination Agreement.
15.With reference to the April 26 entry, please discuss the "financial model" that the two
parties discussed as well as the growth plan and the use of proceeds.
16.At various points in the risk factors and elsewhere, you disclose that TOI provided
financial projections.  Revise this section to clarify at what points those projections were
disclosed.  We note various reference to the TOI team sharing their “vision” and “growth
prospects,” and the follow-up call on April 26, 2021 on the financial model.
17.On page 99, revise to explain who and what drove the change in consideration on June 19,
2021 that resulted in the $100 million reduction in transaction consideration and increase
in earnout consideration.
18.With reference to the disclosure on page 101 and the joint press release dated June 28,
2021 announcing the business combination agreement, please tell us, and as applicable
revise to clarify, whether both parties agreed to the valuation based on a 2.4 multiple to
TOI's 2022 forecasted revenue.
DFP's Board of Directors' Reasons for the Approval of the Business Combination, page 100
19.Revise the discussion of the board’s comparable companies analysis to disclose the data
and valuations for each selected company.

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 FirstName LastName
Steven Hochberg
DFP Healthcare Acquisitions Corp.
August 27, 2021
Page 4
20.You describe additional analyses the board performed with respect to the TOI financial
projections, including that the board “compared the projected revenue growth to the
revenue growth of Comparable Companies to assess its reasonableness.”  Revise to
disclose the board’s conclusions regarding the reasonableness of the TOI projections.
Clarify whether the board felt the projected revenue growth was reasonable given the
pipeline of potential acquisitions TOI had disclosed.
The Business Combination Proposal
Certain Projected Financial Information, page 102
21.Expand your disclosures to provide additional information surrounding the
material assumptions and estimates underlying the projections on page 103 to provide
investors with sufficient information to evaluate the projected financial information. For
example:
•Identify the market and geographical regions for the revenue projections and the
specific market growth rates and projected market rate penetrations to help provide
additional insight into the range in these rates underlying the revenue projections.
Explain how the market rate growth and market rate penetrations were determined;
•Disclose material assumptions related to acquisitions and de novo build-out;
•Provide any specific assumptions related to regulatory approvals disclosed on page
104;
•Disclose how you determined adjusted EBITDA; and
•Disclose material assumptions used to determine projected expense amounts in
arriving at growth profit and adjusted EBITDA.
22.With respect to the projections on page 104, please:
•clarify the "VBC" abbreviation and, with reference to the fourth bullet point on page
42, explain briefly explain how these contracts differ and why it is appropriate to
quantify them together;
•tell us how the 20% CAGR figure is calculated; and
•revise to explain what the two "% Growth" metrics relate to and how they are
calculated.

23.Revise the fifth paragraph on page 103 to clarify that you have disclosed all material
assumptions underlying the projections.  In addition, revise to discuss more specifically
the assumptions supporting the projections presented on page 104.  In particular, please
explain the assumptions underlying the considerable annual growth in revenue despite
more modest growth (and even a reduction) in the number of Capitated/VBC Lives. With
reference to the "Key Business Metrics" disclosure on page 188, disclose whether the
projections assume material changes to the number of clinics and markets.  Also, discuss
more specifically the assumptions that support increased adjusted EBITDA and margins.

 FirstName LastNameSteven Hochberg
 Comapany NameDFP Healthcare Acquisitions Corp.
 August 27, 2021 Page 5
 FirstName LastName
Steven Hochberg
DFP Healthcare Acquisitions Corp.
August 27, 2021
Page 5
Certain Interests of TOI's Management and Directors, page 106
24.Provide examples to quantify the potential interests of TOI management and directors in
the business combination.
Unaudited Pro Forma Condensed Combined Financial Information, page 143
25.Please appropriately notate the adjustment of $806 impacting Accumulated deficit in the
pro forma balance sheet on page 146 under the Maximum Redemption Scenario.
26.Please expand your description in Note (N) to the pro forma balance sheet to explain the
circumstances that resulted in the change of classification of the public warrants from
liability to equity upon closing of the business combination.
27.Please explain to us why the adjustment in Note (BB) for compensation is recognized in
its entirety in the pro forma statement of operations for the year ended December 31, 2020
since it has a requisite service period of 3 years.
28.We note the calculation of pro forma net income (loss) per share for basic and diluted EPS
under both redemption scenarios on page 155. Please disclose how you determined the
following amounts:
•Pro forma net income allocated to participating securities of $346 (no redemption)
and $198 (maximum redemption) as of March 31, 2021 in the calculation of basic
EPS;
•Pro forma net income allocated to participating securities of $341 (no
redemption) and $195 (maximum redemption) as of March 31, 2021 in the
calculation of diluted EPS;
•Weighted average shares outstanding of DFP Class A Common Stock, basic of
90,666,539 (no redemption) and 82,256,547 (maximum redemption) as of March 31,
2021;
•Weighted average shares outstanding of DFP Class A Common Stock, diluted of
91,924,672 (no redemption) and 83,920,434 (maximum redemption) as of March 31,
2021;
•Pro forma net loss allocated to participating securities of $(11,016) (no redemption)
and $(10,507) (maximum redemption) in the calculation of basic and diluted EPS as
of December 31, 2020; and
•Weighted average shares outstanding of DFP Class A Common Stock, basic and
diluted of 90,349,008 (no redemption) and 81,939,016 (maximum redemption) as of
December 31, 2020.
Business of TOI, page 173
29.With reference to the disclosures on pages 103-104, please revise to disclose the operating
plan for the business in the coming few years as well as the intended uses of the proceeds
raised through the merger and PIPE financings.

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Our Care Model, page 175
30.With reference to the disclosures on pages 98-99, please revise to discuss the NCCN
guidelines.
Government Regulation, page 181
31.With reference to your disclosures on pages 46 and 178, please revise your disclosure
under the first three sub-headings to discuss specifically California state regulation in
these areas.
Key Business Metrics, page 188
32.We note the Adjusted EBITDA reconciliations on page 189. Please separately
quantify each of the items in non-cash addbacks in Note (1) and in unusual/nonrecurring
expenses in Note (2).
Results of Operations, page 191
33.Please expand your disclosures to separately discuss each of the factors contributing to the
changes in revenue and expense amounts each period. For example, on page 192, quantify
the increase in patient services revenue that resulted from new capitated contracts that
began in the fourth quarter of 2020 and the decrease in FFS revenues resulting from the
transition of several FFS contracts to capitation. The increase is dispensary revenue that
related to the number or prescriptions filled and average revenue per fill should also be
separately disclosed. Revise to address this comment for significant period to period
variances for all other income and expense amounts each period.

Critical Accounting Policies
Variable Interest Entities, page 197
34.We note that the discussion that you hold variable interests in the TOI PCs, which are
comprised of two separate professional entities.  Please clarify if these two entities
are TOI FL and TOI CA as disclosed in Note 17 on page F-66.  Please also clarify your
accounting treatment for PCs located in the other states in which you operate such
Arizona and Nevada noted on page F-49 and explain the reasons you do not consolidate
the financial statements of any these other PCs. Finally, please also revise to disclose, if
true, that all MSAs entered into with your operating PCs are all substantially similar, i.e.,
subject to the same or similar risks, rewards, policies, procedures and accounting.
Beneficial Ownership of Securities,, page 223
35.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by Park
West Investors Master Fund, Limited and each of the five entities listed on page 225.

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August 27, 2021
Page 7
Refer to Item 403 of Regulation S-K.
TOI Parent Financial Statements
Note 16. Business Combination , page F-65
36.You state on page F-65 that the present value of the deferred cash consideration of
$817,500 to be paid in installments and related to the acquisition of PCC "is not material."
Please explain why the present value of this cash would not be material and how
you determined that.
Report of Independent Registered Public Accounting Firm, page F-71
37.Please have your auditors amend their audit report to indicate that their audit was
conducted in accordance with the standar