November 16, 2023

 

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: Nicholas O’Leary

 

Re:P3 Health Partners Inc.
Registration Statement on Form S-3
Originally Filed November 9, 2023
Registration No. 333-275457

 

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 Monday, November 20, 2023, at 4:00 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 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/ Atul Kavthekar
    Atul Kavthekar
    Chief Financial Officer

 

cc:Jessica Puathasnanon, P3 Health Partners Inc.

Wesley C. Holmes, Latham & Watkins LLP