shacu-corresp.DOCX.htm

Re:		SCP & CO Healthcare Acquisition Company
		Form 10-K for the Year Ended December 31, 2021
		Filed March 28, 2022
		File No. 001-39921

SCP & CO Healthcare Acquisition Company (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on August 17, 2022, regarding the Form 10-K for the Year Ended December 31, 2021, submitted to the Commission on March 31, 2022. For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response.

Response: The Company respectfully advises the Staff that its sponsor, SCP & Co Sponsor LLC, is a Delaware limited liability company, and is not controlled by a non-U.S. person. Messrs. Scott Feuer and Bryan Crino, the managing members of the sponsor, are U.S. citizens, and as such have the authority to manage the business and affairs of the sponsor. Three members of the sponsor, who collectively hold an approximately 23.2% minority interest in the sponsor, are non-U.S. persons; they are not managing members and do not have any control over the sponsor. No non-U.S. person has a “substantial interest,” as defined by 31 CFR 800.244, in the sponsor, and the Company does not believe that the minority interests of the members noted above would constitute substantial ties with a non-U.S. person.

The Company plans to include a risk factor substantially in the form below in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, and other appropriate future filings under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

We may not be able to complete an Initial Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

Certain acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an Initial Business Combination to be consummated with us, we may not be able to consummate a business combination with such target.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate a business combination with potential target companies incorporated or having business operations in jurisdiction where national security considerations, involvement in regulated industries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with that potential target.

As a result of these various restrictions, the pool of potential targets with which we could complete an Initial Business Combination may be limited and we may be adversely affected in terms of competing with other SPACs which do not have similar ownership issues. Moreover, the process of government review, could be lengthy. Because we have only a limited time to complete our Initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our Public Stockholders may only receive only approximately $10.00 per share, and our Warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

2. We note that paragraph 4b has not been provided within your officer certifications at

Exhibit 31. Please file an amendment to your annual report that includes certifications

that conform exactly to the language set forth within the Exchange Act Rule 13a-14(a).

Response: The Company plans to file an amendment to its annual report that includes certifications

that conform exactly to the language set forth within the Exchange Act Rule 13a-14(a).

We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Jeffrey Rubin, at jrubin@egsllp.com or by telephone at (212) 370-1300.

	Sincerely,

	/s/ Scott N. Feuer
	Scott N. Feuer, Chief Executive Officer


cc:		Ellenoff Grossman & Schole LLP