June 25, 2024
Via EDGAR Transmission
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
Attention: Jane Park
| Re: | P3 Health Partners Inc. | |
| Registration Statement on Form S-3 | ||
| Originally Filed June 18, 2024 | ||
| Registration No. 333-280287 |
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, June 27, 2024, 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: | Leslie Fisher, P3 Health Partners Inc. |
| Wesley C. Holmes, Latham & Watkins LLP |