June 27, 2023
Via Edgar
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, D.C. 20549
Attn: Nudrat Salik or Jeanne Baker
Re: CareMax, Inc.
Form 10-K for the Year Ended December 31, 2022
Form 10-K/A for the Year Ended December 31, 2021
Correspondence Letter dated June 14, 2023
File No. 1-39391
We are writing to address the comments raised in the letter to CareMax, Inc. (the “Company”), dated June 14, 2023, from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Report”). The responses below correspond to the caption and number of the comment of the Staff (reproduced below in italics).
Form 10-K for the Year Ended December 31, 2022
Adjusted EBITDA, page 69.
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Response:
The Company respectfully advises the Staff the following with respect to the compensation expenses of $4,425,000, which are being adjusted for in our determination of Adjusted EBITDA:
| Year Ended December 31, 2022 |
| |
Duplicative salaries | $ | 2,075 |
|
Severance |
| 1,524 |
|
Stay-on bonuses |
| 826 |
|
Total | $ | 4,425 |
|
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Response:
Beginning with the Form 10-Q for the three months ended March 31, 2023, the Company renamed the “Restructuring and other costs” line item to “Business Combination integration costs”. In response to the Staff’s prior comment, the Company further enhanced its disclosure to clarify the difference between “Acquisition and integration related costs” and “Business Combination integration costs”. The Company will continue to clarify the distinction between the two line items in its future filings.
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If you have any questions related to this letter, please contact the undersigned at (786) 360-4768 or Erick Fernandez, the Company’s Chief Accounting Officer, at (305) 239-8937.
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Sincerely,
/s/ Kevin Wirges
Kevin Wirges
Chief Financial Officer and Treasurer
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