Correspondence 0001493152-23-024688 from Syra Health Corp (SYRA) (CIK 0001922335) (SYRA)
Syra Health Corp (SYRA) (CIK 0001922335)
Date: July 17, 2023 · CIK: 0001922335 · Accession: 0001493152-23-024688
AI Filing Summary & Sentiment
File numbers found in text: 333-271622
Letter
Division of Corporate Finance Re: Syra Health Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed July 6, 2023 File No. 333-271622
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 July 13, 2023 concerning the Company’s Amendment No. 2 to its Registration Statement on Form S-1 filed with the Commission on July 6, 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 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.
RESPONSE: The total capitalization in the actual column has been revised to reflect $1.4 million.
Dilution, page 32
2. Please revise your table on page 33 to present Class A and B common stock together.
RESPONSE: The table has been revised to present Class A and B common stock together.
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 nonassessable. 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.
RESPONSE: The exhibit 5.1 opinion has been revised to provide a binding obligation opinion for the Units and the Representative’s Units and to provide an opinion with respect to the Representative’s unit purchase option.
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.
RESPONSE: The exhibit 5.1 opinion has been revised to clarify 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 you have any questions relating to any of the foregoing, please contact Nazia Khan of Sheppard, Mullin, Richter & Hampton LLP at (202) 747-2651.
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
July
17, 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 Registration Statement on Form S-1
Filed July 6, 2023
File No. 333-271622
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 July 13, 2023 concerning
the Company’s Amendment No. 2 to its Registration Statement on Form S-1 filed with the Commission on July 6, 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 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.
RESPONSE:
The total capitalization in the actual column has been
revised to reflect $1.4 million.
Dilution,
page 32
2.
Please revise your table on page 33 to present Class A and B common stock together.
RESPONSE:
The table has been revised
to present Class A and B common stock together.
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 nonassessable. 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.
RESPONSE:
The exhibit 5.1 opinion
has been revised to provide a binding obligation opinion for the Units and the Representative’s Units and to provide an opinion
with respect to the Representative’s unit purchase option.
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.
RESPONSE:
The exhibit 5.1 opinion
has been revised to clarify 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
you have any questions relating to any of the foregoing, please contact Nazia Khan of Sheppard, Mullin, Richter & Hampton LLP at
(202) 747-2651.
Sincerely,
Syra Health
Corp.
/s/
Deepika Vuppalanchi
By:
Deepika Vuppalanchi
Title:
Chief Executive Officer
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