CareMax Medical Group, L.L.C. entered into a definitive agreement to acquire Deerfield Healthcare Technology Acquisitions Corp. (NasdaqCM:DFHT) for approximately $680 million in a reverse merger transaction on December 18, 2020. Pursuant to the terms, the consideration for CareMax will be $364 million, of which 68% is payable in cash and 32% in DFHT class A common stock and an amount in cash equal to $250 million, multiplied by 45%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing and number of shares of DFHT Class A Common Stock, multiplied by 55% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing. The shareholders of CareMax will be entitled to receive an additional 3.5 million earn out shares. The earnout shares will be issued in 2 yearly installments. The consideration is subject to adjustments based on estimated cash, debt and working capital at closing. In a related transaction, DFHT entered into an agreement to acquire IMC Medical Group Holdings, LLC on December 18, 2020 and post-completion, CareMax and IMC Medical Group will collectively own 27% stake in DFHT. DFHT will finance the transaction through a new debt facility of $125 million with RBC Capital Markets, LLC. To fund the transaction, DFHT also intends to utilize $144 million held in DFHT Trust Account and proceeds of over $405 million, to be generated from private placement. Post-completion, CareMax will become the continuing entity for financial reporting purposes and the financial statements will reflect the historical operations of CareMax except that comparative financial information will reflect the legal capital of DFHT. Post-completion, DFHT expects to be renamed CareMax, Inc. and will remain listed on the NASDAQ stock market under a new ticker symbol “CMAX” and warrants under CMAXW.

The combined company will be led by Chief Executive Officer Carlos de Solo, Founder of CareMax; William Lamoreaux, currently Chief Executive Officer of IMC Health, as Executive Vice President; Richard Barasch will remain Executive Chairman of the Board; Kevin Wirges as Chief Financial Officer; Alberto de Solo as Chief Operating Officer; Niberto Moreno as Chief Medical Officer; and Ben Quirk as Chief Strategy Officer. The new Board following the closing is expected to be comprised of the following directors: Richard Barasch, Carlos A. de Solo, Hon. David J. Shulkin, M.D, Randy Simpson, Jennifer Carter and Jose R. Rodriguez. The combined company's headquarters will be located at 8700 W. Flagler Street, Suite 400, Miami, Florida 33174.

The transaction is subject to customary conditions, including the approval of the stockholders of DFHT, all applicable waiting periods and any extensions thereof under applicable antitrust, competition or similar laws have expired or been terminated and DFHT having net tangible assets of at least $5,000,001 and the amount of cash available to DFHT in the aggregate shall be no less than $50 million. The deal is also conditional upon the CareMax pre-closing reorganization having been consummated to the satisfaction of DFHT and DFHT class A common stock to be issued in connection with the transactions being approved for listing on NASDAQ and the Charter Amendment Proposal. The transaction is approved by the unanimously by the Board of Directors of DFHT and the governing bodies of CareMax. As of January 20, 2021, certain necessary pre-merger notifications under the HSR Act were made on January 5, 2021 and the waiting period for such notifications has expired. As of June 4, 2021, the transaction has been approved by the shareholders of Deerfield Healthcare Technology Acquisitions Corp. The transaction is expected to close in the first quarter of 2021. As of June 4, 2021, the transaction is expected to close on June 8, 2021.

Deutsche Bank Securities Inc. and UBS Investment Bank acted as financial advisors and capital markets advisor respectively to DFHT. Joel Rubinstein and Bryan J. Luchs of White & Case LLP and Polsinelli PC acted as legal advisors to DFHT. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to DFHT. Morrow Sodali LLC acted as information agent and proxy solicitor to DFHT and got $22500 as fee. Morgan Stanley & Co. LLC acted as financial advisor to CareMax. Joshua M. Samek and Russell Sass of DLA Piper LLP (US) acted as legal advisor to CareMax. Morrow Sodali will receive a fee of $22,500 plus disbursements from DFHT. Katten Muchin Rosenman LLP acted as legal advisor to Deerfield.

CareMax Medical Group, L.L.C. completed the acquisition of Deerfield Healthcare Technology Acquisitions Corp. (NasdaqCM:DFHT) in a reverse merger transaction on June 8, 2021. The combined company, which has been renamed CareMax, Inc., expects that its Class A common stock and public warrants will commence trading on the Nasdaq Global Select Market under the new trading symbols “CMAX” and “CMAXW”, respectively, on June 9, 2021.