View:
United States securities and exchange commission logo
August 3, 2021
Bala Venkataraman
Chief Executive Officer
Amplitude Healthcare Acquisition Corporation
1177 Avenue of the Americas, Fl 40
New York, NY 10036
Re: Amplitude
Healthcare Acquisition Corporation
Amendment No. 1 to
Registration Statement on Form S-4
Filed July 19, 2021
File No. 333-256875
Dear Mr. Venkataraman:
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 July
6, 2021 letter.
Amendment No.1 to Registration Statement on Form S-4
The Board's Recommendation and Reasons for Approval of the Business
Combination, page 118
1. We note your revisions
in response to prior comment 13. Please revise to clarify how the
board considered the
various conflicts of interests of your sponsor and your officers and
directors discussed on
page 126 in negotiating and recommending the business
combination.
Certain Projected Financial Information , page 121
2. We note your response
to prior comment 14 and have the following additional comments:
Explain how you
determined the market penetration rate and market growth rate
considering the
projection is over such an extended period of time. Disclose
Bala Venkataraman
Amplitude Healthcare Acquisition Corporation
August 3, 2021
Page 2
assumptions related to the market growth rate;
Explain how you determined the price of commercial launch; and
Disclose details of the assumptions used to determine product cost,
general and
administrative expenses and sales and marketing expenses.
Unaudited Pro Forma Condensed Combined Financial Statements
Accounting for the Business Combination , page 172
3. We note in your response to prior comment 17 you indicated how 4%
conversion would
have impacted the Series A-2 preferred stockholders, Series A-1 preferred
stockholders
and the calculation of pro forma net loss per share, respectively. Please
include such
information in your pro forma financial statements under Accounting for
Business
Combination.
Our Solution and Product Candidates, page 192
4. We note your revisions in response to prior comment 20. Please remove the
reference to
"safely and effectively" in this section.
You may contact Christie Wong at 202-551-3684 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ada Sarmento at 202-551-3798 or Chris Edwards at 202-551-6761 with any
other
questions.
Sincerely,
FirstName LastNameBala Venkataraman
Division of Corporation
Finance
Comapany NameAmplitude Healthcare Acquisition Corporation
Office of Life Sciences
August 3, 2021 Page 2
cc: Christopher D. Barnstable-Brown, Esq.
FirstName LastName