SEC Comment Letter 0000000000-23-007500 to Syra Health Corp (SYRA) (CIK 0001922335) (SYRA)
Syra Health Corp (SYRA) (CIK 0001922335)
Date: July 13, 2023 · CIK: 0001922335 · Accession: 0000000000-23-007500
AI Filing Summary & Sentiment
File numbers found in text: 333-271622
Letter
United States securities and exchange commission logo July 13, 2023 Deepika Vuppalanchi Chief Executive Officer Syra Health Corp 1119 Keystone Way N. #201 Carmel, IN 46032 Re:Syra Health Corp Amendment No. 2 to Registration Statement on Form S-1 Filed July 6, 2023 File No. 333-271622 Dear Deepika Vuppalanchi: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our June 21, 2023 letter. Amendment No. 2 to Registration Statement on Form S-1 filed July 6, 2023 Capitalization, page 31 1.Total capitalization in the Actual column is presented as ($1.4 million) instead of $1.4 million. Please revise or advise. Dilution, page 32 2.Please revise your table on page 33 to present Class A and B common stock together.
FirstName LastNameDeepika Vuppalanchi Comapany NameSyra Health Corp July 13, 2023 Page 2 FirstName LastName Deepika Vuppalanchi Syra Health Corp July 13, 2023 Page 2 Exhibit Index, page II-3 3.We note that, in your exhibit 5.1 opinion, counsel opines in paragraphs (1) and (4) that the Units and the Representative’s Units will both be validly issued, fully paid and non- assessable. Please have counsel provide a binding obligation opinion for the Units and the Representative's Units. In the alternative, provide us with your analysis as to why such units should be treated in a similar fashion as shares of capital stock under applicable state law. Additionally, as you are registering the Representative’s unit purchase option pursuant to the filing fee table, please have counsel provide an appropriate opinion in connection with such option. Refer to Section II.B.1.h of Staff Legal Bulletin No. 19. 4.We note your reference to "an option granted by the Company" in clause (i) of the opinion. This appears to refer to the Representative's unit purchase option and not the overallotment option. Please clarify whether the additional 300,000 units that comprise the underwriter's over-allotment option is in addition to the 2,000,000 units to be offered to public stockholders. If so, please revise your legal opinion to opine on the over-allotment option. You may contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you have questions regarding comments on the financial statements and related matters. Please contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Jeffrey Fessler
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United States securities and exchange commission logo
July 13, 2023
Deepika Vuppalanchi
Chief Executive Officer
Syra Health Corp
1119 Keystone Way N. #201
Carmel, IN 46032
Re:Syra Health Corp
Amendment No. 2 to Registration Statement on Form S-1
Filed July 6, 2023
File No. 333-271622
Dear Deepika Vuppalanchi:
We have reviewed your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our June 21, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed July 6, 2023
Capitalization, page 31
1.Total capitalization in the Actual column is presented as ($1.4 million) instead of $1.4
million. Please revise or advise.
Dilution, page 32
2.Please revise your table on page 33 to present Class A and B common stock together.
FirstName LastNameDeepika Vuppalanchi
Comapany NameSyra Health Corp
July 13, 2023 Page 2
FirstName LastName
Deepika Vuppalanchi
Syra Health Corp
July 13, 2023
Page 2
Exhibit Index, page II-3
3.We note that, in your exhibit 5.1 opinion, counsel opines in paragraphs (1) and (4) that the
Units and the Representative’s Units will both be validly issued, fully paid and non-
assessable. Please have counsel provide a binding obligation opinion for the Units and the
Representative's Units. In the alternative, provide us with your analysis as to why such
units should be treated in a similar fashion as shares of capital stock under applicable state
law. Additionally, as you are registering the Representative’s unit purchase option
pursuant to the filing fee table, please have counsel provide an appropriate opinion in
connection with such option. Refer to Section II.B.1.h of Staff Legal Bulletin No. 19.
4.We note your reference to "an option granted by the Company" in clause (i) of the
opinion. This appears to refer to the Representative's unit purchase option and not the
overallotment option. Please clarify whether the additional 300,000 units that comprise the
underwriter's over-allotment option is in addition to the 2,000,000 units to be offered to
public stockholders. If so, please revise your legal opinion to opine on the over-allotment
option.
You may contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jeffrey Fessler