October 9, 2019
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
Draft Registration Statement on Form S-1
Submitted September 13, 2019
CIK No. 0001788028
Dear Mr. Venkataraman:
We have reviewed your draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1
Risk Factors, page 25
1. Please add a risk factor describing the risk that the low acquisition
cost of the founder
shares creates an economic incentive whereby your officers and directors
could potentially
make a substantial profit even if you select an acquisition target that
subsequently declines
in value and is unprofitable for public investors. We note that you have
a risk factor on
page 42 addressing the separate risk that the founder shares will be
worthless if you do not
complete an initial business combination.
Bala Venkataraman
Amplitude Healthcare Acquisition Corporation
October 9, 2019
Page 2
Description of Securities
Exclusive forum for certain lawsuits, page 116
2. We note your disclosure that your exclusive forum provision will not
apply to suits
brought to enforce any duty or liability created by the Exchange Act.
Please ensure that
the exclusive forum provision in your amended and restated certificate
of incorporation
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 Exchange
Act.
General
3. 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.
You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with any
other
questions.
FirstName LastNameBala Venkataraman Sincerely,
Comapany NameAmplitude Healthcare Acquisition Corporation
Division of Corporation
Finance
October 9, 2019 Page 2 Office of Trade & Services
FirstName LastName