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June 28, 2023
Stephen C. Glover
Chief Executive Officer
ZyVersa Therapeutics, Inc.
2200 N. Commerce Parkway, Suite 208
Weston, FL 33326
Re:ZyVersa Therapeutics, Inc.
Registration Statement on Form S-1
Filed June 15, 2023
File No. 333-272657
Dear Stephen C. Glover:
            We have limited our review of your registration statement to those issues we have
addressed in our 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, filed June 15, 2023
Cover Page
1.Please revise your cover page to disclose the date that the offering will end.  Refer to Item
501(b)(8)(iii) of Regulation S-K.
2.We note your disclosure that there is no minimum number of shares of securities or
minimum aggregate amount of proceeds that is a condition for this offering to close and
that you may sell fewer than all of the securities offered, which may significantly reduce
the amount of proceeds received by you, and investors in this offering will not receive a
refund if you do not sell all of the securities offered.  We also note your disclosure that
because there is no escrow account and no minimum number of securities or amount of
proceeds, investors could be in a position where they have invested in you, but you have
not raised sufficient proceeds in this offering to adequately fund the intended uses of the

 FirstName LastNameStephen C. Glover
 Comapany NameZyVersa Therapeutics, Inc.
 June 28, 2023 Page 2
 FirstName LastName
Stephen C. Glover
ZyVersa Therapeutics, Inc.
June 28, 2023
Page 2
proceeds as described in the prospectus.  Please revise your registration statement to make
similar disclosures in the Prospectus Summary and Use of Proceeds sections.
3.We note your disclosure on page 6 that you may use a portion of the net proceeds of this
offering to "redeem the remaining PIPE Shares pursuant to the Series A Certificate of
Designation."  We also note your disclosure on page 50 that as a result of the recently
completed Best Efforts Offering, you redeemed "substantially all of the PIPE Shares in
accordance with the Series A Certificate of Designation."  Please revise your cover page
to disclose that you may use a portion of the net proceeds of this offering to redeem the
remaining PIPE Shares pursuant to the Series A Certificate of Designation, that the floor
price of the PIPE Shares was reset to the applicable floor price of $2.00 and that, to the
extent the market price of your common stock is above the floor price, the holders of such
securities could be redeemed at a profit.  Please also disclose here and elsewhere, as
appropriate, the number of PIPE Shares that are currently outstanding that could be
redeemed using the net proceeds of this offering.
Post Business Combination Related Party Transactions
Private Placement, page 136
4.We note your disclosure that on June 5, 2023, you issued an aggregate of 3,044,152 shares
of common stock to certain members of the Sponsor in exchange for increasing the
duration of their lockup period with respect to all securities of the company owned by
such members.  Please revise your disclosure to describe the material terms of this
transaction, including the length of the extended lockup period and the total number of
shares that the lockup period applies to.  Additionally, to the extent material, please
disclose the reason for the extension of the lockup period and whether the members of the
Sponsor will have a lower cost basis in the shares of common stock than investors in this
offering.
Exhibits
5.Please file the form of warrants, the form of pre-funded warrants, and the agreement with
your placement agent for this offering as exhibits to your registration statement.

 FirstName LastNameStephen C. Glover
 Comapany NameZyVersa Therapeutics, Inc.
 June 28, 2023 Page 3
 FirstName LastName
Stephen C. Glover
ZyVersa Therapeutics, Inc.
June 28, 2023
Page 3
            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.
            Please contact Joshua Gorsky at 202-551-7836 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John D. Hogoboom, Esq.