Correspondence 0001493152-23-032490 from Syra Health Corp (SYRA) (CIK 0001922335) (SYRA)
Syra Health Corp (SYRA) (CIK 0001922335)
Date: Sept. 13, 2023 · CIK: 0001922335 · Accession: 0001493152-23-032490
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File numbers found in text: 333-271622
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CORRESP
1
filename1.htm
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
September
13, 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. 4 to Registration Statement on Form S-1
Filed
September 5, 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 September 12, 2023
concerning the Company’s Amendment No. 4 to its Registration Statement on Form S-1 filed with the Commission on September 5, 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. 4 to Registration Statement on Form S-1 filed September 5, 2023
Capitalization,
page 31
1.
Please explain your calculation of pro forma as adjusted cash of $6,376,959 or revise as necessary.
RESPONSE:
The
pro forma as adjusted balances erroneously included $1,360,500 of cash, assuming a $1.00 increase in the assumed initial public
offering price of $4.125 per unit, as noted in footnote 1 to the capitalization table. The capitalization table
has been revised to properly reflect pro forma as adjusted cash of $5,016,459 based on the net proceeds to be received from
the sale of units at a price of $4.125 per unit rather than $5.125 per unit.
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
-1-