January 4, 2022
Via EDGAR Transmission
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention: Tyler Howes
Re: P3
Health Partners Inc.
Registration Statement on Form S-1
Filed
December 28, 2021
Registration No. 333-261904
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 Thursday, January 6, 2022, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as P3 Health Partners Inc. (the “Company”) or its counsel may request via telephone call to the staff. Please contact Wesley C. Holmes of Latham & Watkins LLP, counsel to the Company, at (617) 948-6027, or in his absence, Elisabeth M. Martin of Latham & Watkins LLP at (617) 948-6018, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.
Sincerely yours, | ||
P3 Health Partners Inc. | ||
By: | /s/ Eric Atkins | |
Eric Atkins | ||
Chief Financial Officer |
cc: Jessica Puathasnanon, P3 Health Partners Inc.
Wesley C. Holmes, Latham & Watkins LLP