Correspondence 0001493152-23-015350 from Syra Health Corp (SYRA) (CIK 0001922335) (SYRA)
Syra Health Corp (SYRA) (CIK 0001922335)
Date: May 3, 2023 · CIK: 0001922335 · Accession: 0001493152-23-015350
AI Filing Summary & Sentiment
Letter
Division of Corporate Finance Re: Syra Health Corp. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted January 30, 2023 CIK No. 0001922335
Dear Ladies and Gentlemen:
This letter sets forth the responses of Syra Health Corp., a Delaware corporation (the “Company”), to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on February 14, 2023 concerning Amendment No. 2 to the Company’s Draft Registration Statement on Form S-1 submitted to the Commission on January 30, 2023 (the “Registration Statement”).
For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior to the response to such comment.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted January 30, 2023
General
1. We note your revised disclosure on the Selling Stockholder Prospectus cover page that the “selling stockholders must sell their shares at a fixed price per share of $ , which is the per share price of the shares being offered in our initial public offering, until such time as our shares are listed on a national securities exchange.” However, your disclosure in the subsequent paragraph states that “we will not complete this offering unless we are so listed,” and you have added disclosure showing the IPO pricing, which indicates that the IPO will be complete when the resale prospectus is in use. Please clarify whether your revised disclosure is intended to permit the selling stockholders to sell prior to the successful listing of your Class A common stock on Nasdaq, and, if so, please explain how this is permissible given that listing is a condition to both your initial public and resale offerings.
RESPONSE: The Registration Statement has been revised to remove the selling stockholder prospectus.
If you have any questions relating to any of the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3067.
Sincerely,
Syra
Health Corp.
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Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, New York 10112-0015
212.653.8700
main
212.653.8701
fax
www.sheppardmullin.com
May
3, 2023
U.S.
Securities and Exchange Commission
Division
of Corporate Finance
100
F Street, NE
Washington,
D.C. 20549
Attn:
Scott
Stringer
Joel
Parker
Brian
Fetterolf
Erin
Jaskot
Re:
Syra
Health Corp.
Amendment
No. 2 to Draft Registration Statement on Form S-1
Submitted
January 30, 2023
CIK
No. 0001922335
Dear
Ladies and Gentlemen:
This
letter sets forth the responses of Syra Health Corp., a Delaware corporation (the “Company”), to the comments received from
the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on February 14, 2023
concerning Amendment No. 2 to the Company’s Draft Registration Statement on Form S-1 submitted to the Commission on January 30,
2023 (the “Registration Statement”).
For
the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated
prior to the response to such comment.
Amendment
No. 2 to Draft Registration Statement on Form S-1 submitted January 30, 2023
General
1.
We note your revised disclosure on the Selling Stockholder Prospectus cover page that the “selling stockholders must sell their
shares at a fixed price per share of $ , which is the per share price of the shares being offered in our initial public offering, until
such time as our shares are listed on a national securities exchange.” However, your disclosure in the subsequent paragraph states
that “we will not complete this offering unless we are so listed,” and you have added disclosure showing the IPO pricing,
which indicates that the IPO will be complete when the resale prospectus is in use. Please clarify whether your revised disclosure is
intended to permit the selling stockholders to sell prior to the successful listing of your Class A common stock on Nasdaq, and, if so,
please explain how this is permissible given that listing is a condition to both your initial public and resale offerings.
RESPONSE:
The
Registration Statement has been revised to remove the selling stockholder prospectus.
If
you have any questions relating to any of the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP
at (212) 634-3067.
Sincerely,
Syra
Health Corp.
/s/
Deepika Vuppalanchi
By:
Deepika
Vuppalanchi
Title:
Chief
Executive Officer
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