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United States securities and exchange commission logo
March 16, 2021
John Kao
Chief Executive Officer
Alignment Healthcare, Inc.
1100 W. Town and Country Road, Suite 1600
Orange, CA 92868
Re: Alignment
Healthcare, Inc.
Registration
Statement on Form S-1
Response dated
March 12, 2021
File No. 333-253824
Dear Mr. Kao:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Executive Compensation
Equity Incentive Compensation, page 142
1. Refer to your response
to comment fourteen from our December 21, 2020 letter. Please
provide us the
following information:
The discount for
marketability applied to your December Valuation
The fair value of
the Company and Incentive Units issued if 100% probability of the
Offering had been
used in your December Valuation
An analysis
allocating the estimated total equity value for each of your valuation
dates to the
different classes of membership units outstanding as of the valuation
date. Include in
this analysis the number of each class of unit outstanding as of the
valuation date, and
any assumptions used in the valuation specific to each class of
John Kao
Alignment Healthcare, Inc.
March 16, 2021
Page 2
unit.
A description of the terms of each class of membership unit;
and
An estimated conversion rate for each class of unit into common
stock as a result of
the corporate conversion described on page 72.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Rolf Sundwall at 202-551-3105 or Sharon Blume,
Accounting Branch
Chief, at 202-551-3474 if you have questions regarding comments on the
financial statements
and related matters. Please contact Sonia Bednarowski at 202-551-3666 or Justin
Dobbie, Legal
Branch Chief, at 202-551-3469 with any other questions.
FirstName LastNameJohn Kao Sincerely,
Comapany NameAlignment Healthcare, Inc.
Division of
Corporation Finance
March 16, 2021 Page 2 Office of Finance
FirstName LastName