SecProbe.io

CORRESP
 1
 filename1.htm

 ZyVersa
Therapeutics, Inc.

 2200
N. Commerce Parkway, Suite 208

 Weston,
Florida 33326

 (754)
231-1688

 August
5, 2025

 VIA
EDGAR SUBMISSION

 U.S.
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 ZyVersa Therapeutics,
 Inc.

 Registration Statement
 on Form S-1

 SEC File No. 333-288470

 Request for Acceleration

 To
whom it may concern:

 Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, ZyVersa Therapeutics,
Inc. (the " Company ") hereby requests that the effective date of the Company's Registration Statement on Form
S-1 (File No. 333-288470) (the " Registration Statement ") be accelerated so that the Company's Registration Statement
will become effective at 4:30 P.M., eastern time, on August 6, 2025, or as soon thereafter as is practicable, or at such other time thereafter
as our counsel, Thompson Hine LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Thompson Hine LLP, by calling Faith L. Charles at (212) 908-3905.

 Please
feel free to direct any questions or comments concerning this request to Faith L. Charles of Thompson Hine LLP at (212) 908-3905.

 ZYVERSA THERAPEUTICS, INC.

 By:
 /s/ Stephen C. Glover

 Name:
 Stephen C. Glover

 Title:
 Chief Executive Officer

 Cc:
Faith L. Charles, Thompson Hine LLP

CORRESP
 1
 filename1.htm

 August
1, 2025

 Via
EDGAR Transmission

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Alan Campbell

 Jessica Dickerson

 Re:

 ZyVersa Therapeutics, Inc.

 Amendment No. 1 to Registration Statement on Form
 S-1

 Filed July 18, 2025

 File No. 333-288470

 Dear
Ms. Gama and Mr. Edwards:

 On
behalf of ZyVersa Therapeutics, Inc. (the " Company "), we are writing in response to the letter from the staff
(the " Staff ") of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities and Exchange
Commission (the " Commission "), dated July 30, 2025, relating to the Company's Amendment No. 1 to Registration
Statement on Form S-1, filed with the Commission on July 18, 2025. The Company's responses to these comments are set forth in this
letter and in Amendment No. 2 to Registration Statement on Form S-1, filed by the Company with the Commission on August 1, 2025 (" Amendment
No. 2 ").

 Please
note that for the Staff's convenience, we have recited the Staff's comments and provided the Company's response to
such comments immediately thereafter.

 Amendment
No. 1 to Registration Statement on Form S-1

 Cover
Page

 1. You
 state that "trading in [y]our common stock on The Nasdaq Capital Market has been suspended
 as of the open of trading on July 17, 2025. However, the common stock continues trading under
 the symbol "ZVSA" in the over-the-counter market on the Pink Limited Market maintained
 by the OTC Markets Group Inc." Please provide the OTC quoted price of the shares as
 of the most recent practicable date. If your shares are not quoted on the OTC Bulletin Board,
 OTCQX or OTCQB you must provide a fixed price at which your selling shareholder can sell
 such shares. Refer to Item 501(b)(3) of Regulation S-K.

 Response : We
 acknowledge the Staff's comment. The Company's common stock has been approved
 for quotation on the OTCQB Venture Market (" OTCQB ") and began trading
 on OTCQB at the open of trading on July 28, 2025, under the symbol "ZVSA." In
 response to the Staff's comment and in light of the foregoing development, the Company
 has revised the disclosure on the cover page of Amendment No. 2 to reflect that the Company's
 common stock is traded on the OTCQB and to provide the
 OTC quoted price of the common stock as of the most recent practicable date.

 *
* * *

 300
 Madison Avenue, 27th Floor
 New York, New York 10017-6232

 www.ThompsonHine.com
 O:
 212.344.5680
 F:
 212.344.6101

 We
appreciate the Staff's comments and request the Staff contact Faith L. Charles of Thompson Hine LLP at (212) 908-3905 or by email
(Faith.Charles@ThompsonHine.com) with any questions or comments regarding this letter.

 Very truly yours,

 /s/ Thompson Hine LLP

 THOMPSON HINE LLP

 cc: Stephen
 Glover, ZyVersa Therapeutics, Inc.
 Peter
 Wolfe, ZyVersa Therapeutics, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Stephen C. Glover
Chief Executive Officer
ZyVersa Therapeutics, Inc.
2200 N. Commerce Parkway, Suite 208
Weston, FL 33326

 Re: ZyVersa Therapeutics, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed July 18, 2025
 File No. 333-288470
Dear Stephen C. Glover:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1
Cover Page

1. You state that "trading in [y]our common stock on The Nasdaq Capital
Market has
 been suspended as of the open of trading on July 17, 2025. However, the
common
 stock continues trading under the symbol ZVSA in the
over-the-counter market on
 the Pink Limited Market maintained by the OTC Markets Group Inc." Please
provide
 the OTC quoted price of the shares as of the most recent practicable
date. If your
 shares are not quoted on the OTC Bulletin Board, OTCQX or OTCQB you must
 provide a fixed price at which your selling shareholder can sell such
shares. Refer to
 Item 501(b)(3) of Regulation S-K.
 July 30, 2025
Page 2

 Please contact Doris Stacey Gama at 202-551-3188 or Chris Edwards at
202-551-
6761 with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Todd Mason, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ZyVersa
Therapeutics, Inc.

 2200
N. Commerce Parkway, Suite 208

 Weston,
Florida 33326

 (754)
231-1688

 April
8, 2025

 VIA
EDGAR SUBMISSION

 U.S.
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re: ZyVersa
 Therapeutics, Inc. (the " Company ")
 Registration Statement on Form S-3 (File No. 333-286396) (the " Registration Statement ")

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended , the Company hereby requests that the U.S. Securities and Exchange Commission
take appropriate action to cause the above-referenced Registration Statement to become effective on Wednesday, April 9, 2025, at 5:00
p.m., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time.

 If
you have any questions regarding this request, please contact our outside counsel, Faith Charles of Thompson Hine LLP, by telephone at
(212) 908-3905 or via email at Faith.Charles@ThompsonHine.com. Please also call Faith Charles as soon as the Company's Registration
Statement has been declared effective. Thank you for your attention to this matter.

 Sincerely,

 ZYVERSA THERAPEUTICS, Inc.

 By:
 /s/ Stephen C. Glover

 Name: Stephen
 C. Glover

 Title: Chief
 Executive Officer

 cc:
 Faith Charles, Thompson Hine LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 8, 2025

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-3
 Filed April 4, 2025
 File No. 333-286396
Dear Stephen C. Glover:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Faith L. Charles, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

ZyVersa
Therapeutics, Inc.

2200
N. Commerce Parkway, Suite 208

Weston,
Florida 33326

(754)
231-1688

December
23, 2024

VIA
EDGAR SUBMISSION

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: ZyVersa Therapeutics, Inc. (the “Company”)

                                                                                Registration Statement on Form S-3 (File No. 333-283993) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, the Company hereby requests that the U.S. Securities and Exchange Commission
take appropriate action to cause the above-referenced Registration Statement to become effective on Friday, December 26, 2024, at 4:30
p.m., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time.

If
you have any questions regarding this request, please contact our outside counsel, Faith Charles of Thompson Hine LLP, by telephone at
(212) 908-3905 or via email at Faith.Charles@ThompsonHine.com. Please also call Faith Charles as soon as the Company’s Registration
Statement has been declared effective. Thank you for your attention to this matter.

  Sincerely,

  ZYVERSA
  THERAPEUTICS, INC.

  By:
  /s/
  Stephen C. Glover

  Name:
  Stephen
  C. Glover

  Title:
  Chief
  Executive Officer

cc:
Faith Charles, Thompson Hine LLP

December 23, 2024
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-3
Filed December 20, 2024
File No. 333-283993
Dear Stephen C. Glover:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Faith L. Charles

September 9, 2024
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-3
Filed September 3, 2024
File No. 333-281914
Dear Stephen C. Glover:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Faith Charles, Esq.

CORRESP
1
filename1.htm

ZyVersa Therapeutics, Inc.

2200 N. Commerce Parkway, Suite 208

Weston, Florida 33326

(754) 231-1688

September 9, 2024

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  ZyVersa Therapeutics, Inc. (the
  “Company”)

  Registration Statement on Form
  S-3 (File No. 333-281914) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933,
as amended, the Company hereby requests that the U.S. Securities and Exchange Commission take appropriate action to cause the above-referenced
Registration Statement to become effective on Monday, September 9, 2024, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable,
unless the Company notifies you otherwise prior to such time.

If you have any questions regarding this request,
please contact our outside counsel, Faith L. Charles of Thompson Hine LLP, by telephone at (212) 908-3905 or via email at Faith.Charles@ThompsonHine.com.
Please also call Faith L. Charles as soon as the Company’s Registration Statement has been declared effective. Thank you for your
attention to this matter.

    Sincerely,

    Zyversa
    Therapeutics, Inc.

    By:
    /s/
    Stephen C. Glover

    Name:
    Stephen C. Glover

    Title:
    Chief Executive Officer

  cc:
  Faith L. Charles, Thompson Hine LLP

CORRESP
1
filename1.htm

ZyVersa Therapeutics, Inc.

2200 N. Commerce Parkway, Suite 208

Weston, Florida 33326

(754) 231-1688

September 9, 2024

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  ZyVersa Therapeutics, Inc. (the “Company”)

  Registration Statement on Form S-3 (File No. 333-281913) (the “Registration
  Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933,
as amended, the Company hereby requests that the U.S. Securities and Exchange Commission take appropriate action to cause the above-referenced
Registration Statement to become effective on Monday, September 9, 2024, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable,
unless the Company notifies you otherwise prior to such time.

If you have any questions regarding this request,
please contact our outside counsel, Faith L. Charles of Thompson Hine LLP, by telephone at (212) 908-3905 or via email at Faith.Charles@ThompsonHine.com.
Please also call Faith L. Charles as soon as the Company’s Registration Statement has been declared effective. Thank you for your
attention to this matter.

    Sincerely,

    ZYVERSA
    THERAPEUTICS, INC.

    By:
    /s/
    Stephen C. Glover

    Name:
    Stephen
    C. Glover

    Title:
    Chief
    Executive Officer

  cc:
  Faith L. Charles, Thompson Hine LLP

CORRESP
1
filename1.htm

ZYVERSA
THERAPEUTICS, INC.

2200
N. Commerce Parkway, Suite 208

Weston,
FL 33326

December
6, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ZyVersa
    Therapeutics, Inc. (the “Company”)

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-275320 (the “Registration Statement”)

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement
be declared effective by the Securities and Exchange Commission at 5:00 p.m., Eastern Time on December 6, 2023, or as soon
as practicable thereafter.

Please
call Faith L. Charles at (212) 908-3905 or Todd Mason at (212) 908-3946 of Thompson Hine LLP to confirm the effectiveness of the Registration
Statement or with any questions.

    Sincerely,

    ZYVERSA
    THERAPEUTICS, INC.

    By:

    /s/
    Stephen C. Glover

    Name:

    Stephen
    C. Glover

    Title:

    Chief
    Executive Officer

CORRESP
1
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A.G.P./ALLIANCE
GLOBAL PARTNERS

590
Madison Avenue 28th Floor New York,

New
York 10022

December
6, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ZyVersa
    Therapeutics, Inc. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-275320 (the “Registration Statement”)

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
A.G.P./Alliance Global Partners, as the sole placement agent, hereby joins the Company’s request for acceleration of the above-referenced
Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time on December 6, 2023, or as soon thereafter as practicable.

The
undersigned, as the sole placement agent, represents that it has and will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

Please
contact Katherine J. Blair of Manatt, Phelps & Phillips, LLP, counsel of the placement agent, at (310) 312-4252 to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/
Thomas Higgins

    Name:
    Thomas Higgins

    Title:
    Managing Director

CORRESP
1
filename1.htm

November
21, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Joshua Gorsky

    Laura
    Crotty

    Re:
    ZyVersa
                                            Therapeutics, Inc.

    Registration
    Statement on Form S-1

    Filed
    November 3, 2023

    File
    No. 333-275320

Ladies
and Gentleman:

On
behalf of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), we are writing to respond to
the comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated November 16, 2023 (the “Comment Letter”), to
Stephen C. Glover, Chief Executive Officer of the Company, relating to the above referenced Registration Statement on Form S-1 (the “Registration
Statement”). In connection with this response to the Comment Letter, the Company is contemporaneously filing via EDGAR
an amendment to the Registration Statement (“Amendment No. 1”), responding to the Staff’s comments in
the Comment Letter and updating the Registration Statement.

The
following are the Company’s responses to the Comment Letter. For your convenience, the Staff’s comments contained in the
Comment Letter have been restated below in their entirety in bold type, with the Company’s corresponding responses set forth immediately
under such comments, including, where applicable, a cross-reference to the location of changes made in Amendment No.1 in response to
the Staff’s comment. All page references in the responses set forth below refer to page numbers in Amendment No. 1 thereof. Defined
terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.

Registration
Statement on Form S-1

Cover
Page

1. We
                                            note your disclosure that you have engaged A.G.P./Alliance Global Partners to act as your
                                            placement agent in a best efforts offering. Please revise your cover page to disclose the
                                            termination date of this offering or otherwise advise. See Item 501(b)(8)(iii) of Regulation
                                            S-K.

Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that Amendment No. 1 has been revised to disclose the
date that the offering will end, in compliance with Item 502(a) of Regulation S-K. Please see the cover page of Amendment No.
1.

Use
of Proceeds, page 67

 2. We
                                            note your disclosure that a portion of the proceeds will go to the holders of the Series
                                            B Shares. Please revise your disclosure here to indicate the order of priority for the use
                                            of proceeds in this offering. Refer to Instruction 1 of Item 504 of Regulation S-K.

Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that Amendment No. 1 has been revised to indicate the
order of priority for the use of proceeds in the offering, in accordance with Instruction 1 of Item 504 of Regulation S-K, and that the
proceeds from the offering are no longer expected to be used for payment to the Holders of the Series B Shares. Please see page 67
of Amendment No.1.

3. Please
                                            revise your disclosure in this section and in the Prospectus Summary to explain why the holders
                                            of the Series B Shares will receive any proceeds from this offering. To the extent that the
                                            proceeds from this offering will be used to redeem the Series B Shares, please clarify whether
                                            such redemption will be made at 120% of the purchase price of the Series B Shares. Additionally,
                                            please specify whether AGP will receive proceeds from this offering as a holder of Series
                                            B Shares.

Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that Amendment No. 1 has been revised to indicate that
the proceeds from the offering are no longer expected to be used for payment to the Holders of the Series B Shares. Please see
pages 10 and 67 of Amendment No.1.

Please
contact our counsel, Faith L. Charles or Todd Mason of Thompson Hine LLP at (212) 908-3905 or (212) 908-3946, respectively, with any
questions concerning the enclosed matters.

    Sincerely,

    /s/
    Faith L. Charles, Esq.

    Faith
    L. Charles, Esq.

    cc:
    Stephen
                                            C. Glover, ZyVersa Therapeutics, Inc.

                                                         Todd
                                            Mason, Esq., Thompson Hine LLP

    2

United States securities and exchange commission logo
November 16, 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 November 3, 2023
File No. 333-275320
Dear Stephen C. Glover:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure that you have engaged A.G.P./Alliance Global Partners to act as
your placement agent in a best efforts offering. Please revise your cover page to disclose
the termination date of this offering or otherwise advise. See Item 501(b)(8)(iii) of
Regulation S-K.
Use of Proceeds, page 67
2.We note your disclosure that a portion of the proceeds will go to the holders of the Series
B Shares. Please revise your disclosure here to indicate the order of priority for the use of
proceeds in this offering. Refer to Instruction 1 of Item 504 of Regulation S-K.
3.Please revise your disclosure in this section and in the Prospectus Summary to explain
why the holders of the Series B Shares will receive any proceeds from this offering. To

 FirstName LastNameStephen C. Glover
 Comapany NameZyVersa Therapeutics, Inc.
 November 16, 2023 Page 2
 FirstName LastName
Stephen C. Glover
ZyVersa Therapeutics, Inc.
November 16, 2023
Page 2
the extent that the proceeds from this offering will be used to redeem the Series B Shares,
please clarify whether such redemption will be made at 120% of the purchase price of the
Series B Shares. Additionally, please specify whether AGP will receive proceeds from
this offering as a holder of Series B Shares.
            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
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Faith L. Charles

CORRESP
1
filename1.htm

ZYVERSA
THERAPEUTICS, INC.

2200
N. Commerce Parkway, Suite 208

Weston,
FL 33326

October
17, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ZyVersa
    Therapeutics, Inc. (the “Company”)

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-268934 (the “Registration Statement”)

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement
be declared effective by the Securities and Exchange Commission at 4:30 p.m., Eastern Time on October 20, 2023, or as soon as practicable
thereafter.

Please
call Faith L. Charles at (212) 908-3905 or Todd Mason at (212) 908-3946 of Thompson Hine LLP to confirm the effectiveness of the Registration
Statement or with any questions.

[Signature
Page Follows]

    Sincerely,

    ZYVERSA
    THERAPEUTICS, INC.

    By:

    /s/
    Stephen C. Glover

    Name:

    Stephen
    C. Glover

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

VIA
EDGAR

October
5, 2023

Joshua
Gorsky and Laura Crotty

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ZyVersa
    Therapeutics, Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    April 12, 2023

    File
    No. 333-268934

Dear
Mr. Gorsky and Ms. Crotty:

On
behalf of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), we hereby respond to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
received in a letter dated April 21, 2023, relating to the Company’s Amendment No. 2 to the Registration Statement on Form S-1
filed with the Commission on April 12, 2023. Where applicable, we make reference to the Company’s Third Amendment to its Registration
Statement on Form S-1 filed with the Commission on October 5, 2023 (the “Amendment”). Capitalized terms not
defined herein have the meanings ascribed to them in the Amendment.

Cover
Page

Comment
1:

Please
revise the fourth paragraph of the coverpage, as applicable, to clarify that the reset provision is based on the price that your shares
will be sold in your best efforts offering as opposed to the price in “this offering.”

Response:

In
response to the Staff’s comment, please note that as a result of the passage of time and the Company’s various corporate
activities since the Company’s Second Amendment to its Registration Statement on Form S-1 filed on April 12, 2023, it is our position
that this comment no longer applies to the Amendment.

General

Comment
2:

We
note your response to prior comment 4 and your revised disclosure on page 60 regarding the interaction between this registration statement
and your other “contemplated offering,” the proceeds of which will be used to redeem the PIPE Shares at 120% of the issue
price. We reissue our comment in part. Please carry this disclosure throughout the prospectus in all places in which you discuss the
potential profit per PIPE share.

Response:

In
response to the Staff’s comment, please note that as a result of the passage of time and the Company’s various corporate
activities since the Company’s Second Amendment to its Registration Statement on Form S-1 filed on April 12, 2023, it is our position
that this comment no longer applies to the Amendment.

Any
questions regarding the contents of this letter or the Amendment should be addressed to the undersigned at (212) 908-3946.

    Sincerely,

    October
    5, 2023
    /s/
    Todd Mason

    Todd
    Mason

    Cc:

    Stephen
C. Glover, ZyVersa Therapeutics, Inc.

    Faith
    Charles, Thompson Hine LLP

CORRESP
1
filename1.htm

A.G.P./ALLIANCE GLOBAL PARTNERS

590 Madison Avenue 28th Floor New York,

New York 10022

July 14, 2023

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Division of Corporation Finance

Washington, D.C. 20549

    Re:
    ZyVersa Therapeutics, Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333- 272657 (the “Registration Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”), A.G.P./Alliance Global Partners,
as the sole placement agent, hereby joins the Company’s request for acceleration of the above-referenced Registration Statement,
requesting effectiveness for 5:00 p.m., Eastern Time on July 17, 2023, or as soon thereafter as practicable.

The undersigned, as the sole placement
agent, represents that it has and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Please contact Katherine J. Blair
of Manatt, Phelps & Phillips, LLP, counsel of the placement agent, at (310) 312-4252 to provide notice of effectiveness, or if you
have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature page follows]

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas Higgins

    Name:
    Thomas Higgins

    Title:
    Managing Director

CORRESP
1
filename1.htm

ZYVERSA
THERAPEUTICS, INC.

2200
N. Commerce Parkway, Suite 208

Weston,
FL 33326

July
14, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ZyVersa
    Therapeutics, Inc. (the “Company”)

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-272657 (the “Registration Statement”)

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement
be declared effective by the Securities and Exchange Commission at 5:00 p.m., Eastern Time on July 17, 2023 or as soon as practicable
thereafter.

Please
call Jack Hogoboom of Lowenstein Sandler LLP at (973) 587-2382 to confirm the effectiveness of the Registration Statement or with any
questions.

[Signature
Page Follows]

    Sincerely,

    ZYVERSA
    THERAPEUTICS, INC.

    By:

    /s/
    Stephen C. Glover

    Name:

    Stephen
    C. Glover

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

A.G.P./ALLIANCE
GLOBAL PARTNERS

590
Madison Avenue 28th Floor New York,

New
York 10022

July
14, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  ZyVersa Therapeutics, Inc. (the “Company”)

Registration
Statement on Form S-1

File
No. 333- 272657 (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on July 11, 2023, in which we, as the sole placement agent, requested
the acceleration of the effective date of the above-captioned Registration Statement for July 13, 2023 at 5:00 p.m. Eastern Time, in
accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act
of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally
withdraw our request for acceleration of the effective date.

  Very truly yours,

  A.G.P./ALLIANCE GLOBAL PARTNERS

  By:
  /s/ Thomas Higgins

  Name:
  Thomas Higgins

  Title:
  Managing Director

CORRESP
1
filename1.htm

July
14, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Joshua
    Gorsky

    Re:
    ZyVersa
    Therapeutics, Inc.

Registration
Statement on Form S-1, as amended

File
No. 333-272657

Ladies
and Gentlemen:

ZyVersa
Therapeutics, Inc. hereby requests that its acceleration request dated July 11, 2023, be withdrawn. Please call Jack Hogoboom of Lowenstein
Sandler LLP at (973) 587-2382 with any questions.

    Sincerely,

    ZYVERSA
    THERAPEUTICS INC.

    By:
    /s/
    Stephen Glover

    Name:
    Stephen
    Glover

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

ZYVERSA
THERAPEUTICS, INC.

2200
N. Commerce Parkway, Suite 208

Weston,
FL 33326

July
11, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ZyVersa
    Therapeutics, Inc. (the “Company”)

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-272657 (the “Registration Statement”)

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement
be declared effective by the Securities and Exchange Commission at 5:00 p.m., Eastern Time on July 13, 2023 or as soon as practicable
thereafter.

Please
call Jack Hogoboom of Lowenstein Sandler LLP at (973) 587-2382 to confirm the effectiveness of the Registration Statement or with any
questions.

[Signature
Page Follows]

    Sincerely,

    ZYVERSA
    THERAPEUTICS, INC.

    By:

    /s/
    Stephen C. Glover

    Name:

    Stephen
    C. Glover

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

A.G.P./ALLIANCE
GLOBAL PARTNERS

590
Madison Avenue 28th Floor New York,

New
York 10022

July
11, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  ZyVersa Therapeutics, Inc. (the “Company”)

  Registration Statement on Form S-1

  File No. 333- 272657 (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on July 7, 2023, in which we, as the sole placement agent, requested the
acceleration of the effective date of the above-captioned Registration Statement for July 10, 2023 at 5:00 p.m. Eastern Time, in accordance
with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw
our request for acceleration of the effective date.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/
    Thomas Higgins

    Name:
    Thomas
    Higgins

    Title:
    Managing Director

CORRESP
1
filename1.htm

July
11, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Joshua
    Gorsky

    Re:
    ZyVersa
    Therapeutics, Inc.

Registration
Statement on Form S-1, as amended

File
No. 333-272657

Ladies
and Gentlemen:

ZyVersa
Therapeutics, Inc. hereby requests that its acceleration request dated July 7, 2023, be withdrawn. Please call Jack Hogoboom of Lowenstein
Sandler LLP at (973) 587-2382 with any questions.

    Sincerely,

    ZYVERSA
    THERAPEUTICS INC.

    By:
    /s/
    Stephen Glover

    Name:
    Stephen
    Glover

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

A.G.P./ALLIANCE GLOBAL PARTNERS

590 Madison Avenue 28th Floor New York,

New York 10022

July 11, 2023

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Division of Corporation Finance

Washington, D.C. 20549

    Re:
    ZyVersa Therapeutics, Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-272657 (the “Registration Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”), A.G.P./Alliance Global Partners,
as the sole placement agent, hereby joins the Company’s request for acceleration of the above-referenced Registration Statement,
requesting effectiveness for 5:00 p.m., Eastern Time on July 13, 2023, or as soon thereafter as practicable.

The undersigned, as the sole placement
agent, represents that it has and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Please contact Katherine J. Blair
of Manatt, Phelps & Phillips, LLP, counsel of the placement agent, at (310) 312-4252 to provide notice of effectiveness, or if you
have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature page follows]

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas Higgins

    Name:
    Thomas Higgins

    Title:
    Managing Director

CORRESP
1
filename1.htm

ZYVERSA THERAPEUTICS, INC.

2200 N. Commerce Parkway, Suite 208

Weston, FL 33326

(754) 231-1688

July 7, 2023

VIA EDGAR

Joshua Gorsky

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ZyVersa Therapeutics, Inc.

    Registration Statement on Form S-1

    Filed June 15, 2023

    File No. 333-272657 (the “Registration Statement”)

Dear Mr. Gorsky:

ZyVersa Therapeutics, Inc., a Delaware corporation
(the “Company”), is hereby responding to the comment from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) received orally on July 5, 2023, relating to the
above-referenced Registration Statement. Where applicable, we make reference to the Company’s Amendment No. 2 to its Registration
Statement on Form S-1 being filed with the Commission today (the “Amendment”).

Comment 1:

We note your response to our prior comment 1 and the
disclosure added to the bottom of the cover page stating that the offering will terminate no later than the second business day after
the date of the prospectus. Please further revise this disclosure to provide the actual date the offering will end as required by Item
501(b)(8)(iii) of Regulation S-K.

Response:

In response to the Staff’s comment, the Company
has revised the cover page to disclose that the offering will end no later than July 31, 2023.

Please contact our counsel, Jack Hogoboom of Lowenstein
Sandler LLP at (973) 597-2382, or the undersigned with any questions regarding the contents of this letter or the Amendment.

    Sincerely,

    /s/ Stephen C. Glover

    Stephen C. Glover

    Chairman, President and Chief Executive Officer

    cc: John D. Hogoboom, Esq.

CORRESP
1
filename1.htm

A.G.P./ALLIANCE
GLOBAL PARTNERS

590
Madison Avenue 28th Floor New York,

New
York 10022

July
7, 2023

VIA
EDGAR

Securities
and Exchange Commission

100 F Street, N.E.

Division
of Corporation Finance

Washington,
D.C. 20549

  Re:
  ZyVersa Therapeutics, Inc. (the “Company”)

  Registration Statement on Form S-1

  File No. 333- 272657 (the “Registration Statement”)

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
A.G.P./Alliance Global Partners, as the sole placement agent, hereby joins the Company’s request for acceleration of the above-referenced
Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time on July 10, 2023, or as soon thereafter as practicable.

The
undersigned, as the sole placement agent, represents that it has and will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

Please
contact Katherine J. Blair of Manatt, Phelps & Phillips, LLP, counsel of the placement agent, at (310) 312-4252 to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature
page follows]

    Very
    truly yours,

    A.G.P./ALLIANCE
    GLOBAL PARTNERS

    By:

    /s/
    Thomas Higgins

    Name:

    Thomas
    Higgins

    Title:

    Managing
    Director

CORRESP
1
filename1.htm

July
7, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Mail
Stop 4720

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Joshua Gorsky

    Re:
    ZyVersa Therapeutics, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-272657 (the “Registration Statement”)

    Acceleration Request

    Requested
    Date:
    July 10,
    2023

    Requested Time:
    5:00
    p.m., Eastern Time

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”)
hereby requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission (the
“Commission”) at the “Requested Date” and “Requested Time” set forth above or at such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

Please
call Jack Hogoboom of Lowenstein Sandler LLP at (973) 587-2382 to confirm the effectiveness of the Registration Statement or with any
questions.

    Sincerely,

    ZYVERSA THERAPEUTICS, INC.

    By:
    /s/
    Stephen C. Glover

    Name:
    Stephen C. Glover

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

ZYVERSA THERAPEUTICS, INC.

2200 N. Commerce Parkway, Suite 208

Weston, FL 33326

(754) 231-1688

June 30, 2023

VIA EDGAR

Joshua Gorsky

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ZyVersa Therapeutics, Inc.

    Registration Statement on Form S-1

    Filed June 15, 2023

    File No. 333-272657 (the
    “Registration Statement”)

Dear Mr. Gorsky:

ZyVersa
Therapeutics, Inc., a Delaware corporation (the “Company”), is hereby responding to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
received in a letter dated June 28, 2023, relating to the above-referenced Registration Statement. Where applicable, we make reference
to the Company’s Amendment No. 1 to its Registration Statement on Form S-1 being filed with the Commission today
(the “Amendment”). Capitalized terms not defined herein have the meanings ascribed to them in the Amendment.

Cover Page

Comment 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.

Response:

In response to the Staff’s comment, the Company
has revised the cover page to disclose the date that the offering will end.

Comment 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 proceeds as described in the prospectus.
Please revise your registration statement to make similar disclosures in the Prospectus Summary and Use of Proceeds sections.

Response:

In response
to the Staff’s comment, the Company has updated its disclosure in the Offering summary and Use of Proceeds sections.

Comment 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.

Response:

In response to the Staff’s comment, the Company
has revised the cover page to disclose that we 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 our common stock is above the floor price, the holders of such securities could be redeemed
at a profit. We have also disclosed on the cover page and on pages 6, 50, 53, 58 and 143, 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

Comment 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.

Response:

In response
to the Staff’s comment, the Company has revised its disclosure on page 136 to describe the material terms of the transaction, including
the length of the extended lockup period and the total number of shares that the lockup period applies to. The Company does not believe
that the reason for the extension of the lockup period or the change in cost basis with respect to the members of the Sponsor group are
material.

Exhibits

Comment 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.

Response:

In response to the Staff’s comment, the Company
has filed the Form of Placement Agency Agreement as Exhibit 1.1, the Form of Warrant as Exhibit 4.10 and the Form of Pre-Funded Warrant
as Exhibit 4.11.

Please contact our counsel, Jack Hogoboom of Lowenstein
Sandler LLP at (973) 597-2382 or the undersigned with any questions regarding the contents of this letter or the Amendment.

    Sincerely,

    June 30, 2023

    /s/ Stephen C. Glover

    Stephen C. Glover

    Chairman, President and Chief Executive Officer

    Cc: John D. Hogoboom, Esq.

United States securities and exchange commission logo
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.

CORRESP
1
filename1.htm

April
25, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Lauren
                                            Hamill

    Laura
    Crotty

    Re:
    ZyVersa
    Therapeutics, Inc.

Registration
Statement on Form S-1, as amended

File
No. 333-269442

Ladies
and Gentlemen:

ZyVersa
Therapeutics, Inc. hereby requests that its acceleration request dated April 21, 2023 be withdrawn. Please call Jared Kelly of Lowenstein
Sandler LLP at (973) 597-2400 with any questions.

    Sincerely,

    ZYVERSA
    THERAPEUTICS INC.

    By:
    /s/
    Stephen Glover

    Name:
    Stephen
    Glover

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

A.G.P./ALLIANCE
GLOBAL PARTNERS

590
Madison Avenue 28th Floor New York,

New
York 10022

April
25, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  ZyVersa Therapeutics, Inc. (the “Company”)

Registration
Statement on Form S-1

File
No. 333- 269442 (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on April 21, 2023, in which we, as the lead placement agent, requested the acceleration
of the effective date of the above-captioned Registration Statement for April 24, 2023 at 5:00 p.m. Eastern Time, in accordance with
Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended.
We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

    Very
    truly yours,

    A.G.P./ALLIANCE
    GLOBAL PARTNERS

    By:
    /s/
    Thomas Higgins

    Name:
    Thomas
    Higgins

    Title:
    Managing
    Director

CORRESP
1
filename1.htm

A.G.P./ALLIANCE
GLOBAL PARTNERS

590
Madison Avenue 28th Floor New York,

New
York 10022

April
24, 2023

VIA
EDGAR

Securities
and Exchange Commission 100 F Street, N.E.

Division
of Corporation Finance

Washington,
D.C. 20549

  Re:
  ZyVersa Therapeutics, Inc. (the “Company”)

  Registration
Statement on Form S-1

  File
No. 333- 269442 (the “Registration Statement”)

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
A.G.P./Alliance Global Partners, as the lead placement agent, hereby joins the Company’s request for acceleration of the above-referenced
Registration Statement, requesting effectiveness for 8:00 a.m., Eastern Time on April 26, 2023, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the placement agents have distributed as many copies of the Preliminary Prospectus
to dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The
undersigned, as the lead placement agent, represents that the co-placement agent has and will comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

Please
contact Katherine J. Blair of Manatt, Phelps & Phillips, LLP, counsel of the lead placement agent, at (310) 312-4252 to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature
page follows]

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:

    /s/
    Thomas Higgins

    Name:
    Thomas Higgins

    Title:
    Managing Director

CORRESP
1
filename1.htm

April
24, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Mail
Stop 4720

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Lauren Hamill

Laura
Crotty

    Re:
    ZyVersa
    Therapeutics, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-269442

    Acceleration Request

    Requested
    Date:
    April
    26, 2023

    Requested
    Time:
    8:00
    a.m., Eastern Time

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, ZyVersa Therapeutics, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and
Exchange Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth above
or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation
Finance of the Commission.

Please
call Jared Kelly of Lowenstein Sandler LLP at (212) 419-5974 to confirm the effectiveness of the Registration Statement or with any questions.

    Sincerely,

    ZYVERSA
    THERAPEUTICS, INC.

    By:
    /s/
    Stephen C. Glover

    Name:
    Stephen
    C. Glover

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

A.G.P./ALLIANCE
GLOBAL PARTNERS

590
Madison Avenue 28th Floor New York,

New
York 10022

April
21, 2023

VIA
EDGAR

Securities
and Exchange Commission 100 F Street, N.E.

Division
of Corporation Finance

Washington,
D.C. 20549

  Re:
  ZyVersa Therapeutics, Inc. (the “Company”)

Registration
Statement on Form S-1

File
No. 333- 269442 (the “Registration Statement”)

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
A.G.P./Alliance Global Partners, as the lead placement agent, hereby joins the Company’s request for acceleration of the above-referenced
Registration Statement, requesting effectiveness for 9:00 a.m., Eastern Time on April 25, 2023, or as soon thereafter
as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the placement agents have distributed as many copies of the Preliminary Prospectus
to dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The
undersigned, as the lead placement agent, represents that the co-placement agent has and will comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

Please
contact Katherine J. Blair of Manatt, Phelps & Phillips, LLP, counsel of the lead placement agent, at (310) 312-4252 to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature
page follows]

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas Higgins

    Name:
    Thomas Higgins

    Title:
    Managing Director

United States securities and exchange commission logo
April 21, 2023
Stephen C. Glover
Chief Executive Officer
ZyVersa Therapeutics, Inc.
2200 N. Commerce Parkway, Suite 208
Weston, FL 33326
Re:ZyVersa Therapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 12, 2023
File No. 333-268934
Dear Stephen C. Glover:
            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 February 10, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1, Filed April 12, 2023
Coverpage
1.Please revise the fourth paragraph of the coverpage, as applicable, to clarify that the reset
provision is based on the price that your shares will be sold in your best efforts offering as
opposed to the price in "this offering."

 FirstName LastNameStephen C. Glover
 Comapany NameZyVersa Therapeutics, Inc.
 April 21, 2023 Page 2
 FirstName LastName
Stephen C. Glover
ZyVersa Therapeutics, Inc.
April 21, 2023
Page 2
General
2.We note your response to prior comment 4 and your revised disclosure on page 60
regarding the interaction between this registration statement and your other "contemplated
offering," the proceeds of which will be used to redeem the PIPE Shares at 120% of the
issue price.  We reissue our comment in part.  Please carry this disclosure throughout the
prospectus in all places in which you discuss the potential profit per PIPE share.

            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:       Jared Kelly

CORRESP
1
filename1.htm

April
21, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Mail
Stop 4720

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Lauren Hamill

Laura
Crotty

    Re:
    ZyVersa
    Therapeutics, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-269442

    Acceleration
    Request

    Requested
    Date: April 25, 2023

    Requested
    Time: 9:00 a.m., Eastern Time

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, ZyVersa Therapeutics, Inc. (the “Company”) hereby requests that
the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange
Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth above or at
such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance
of the Commission.

Please
call Jared Kelly of Lowenstein Sandler LLP at (212) 419-5974 to confirm the effectiveness of the Registration Statement or with any questions.

    Sincerely,

    ZYVERSA
    THERAPEUTICS, INC.

    By:
    /s/
    Stephen C. Glover

    Name:
    Stephen
    C. Glover

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Jared
Kelly

1251
6th Avenue, 17th Floor

New
York, NY 10020

T:
(212) 419-5974

F:
(212) 262-7402

E:
JKelly@lowenstein.com

April
17, 2023

VIA
EDGAR

Lauren
Hamill and Laura Crotty

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ZyVersa
    Therapeutics, Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    April 5, 2023

    File
    No. 333-269442

Dear
Ms. Hamill and Ms. Crotty:

On
behalf of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), we hereby respond to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
received in a letter dated April 14, 2023, relating to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed
with the Commission on April 5, 2023. Where applicable, we make reference to the Company’s Third Amendment to its Registration
Statement on Form S-1/A filed with the Commission on April 17, 2023 (the “Amendment”). Capitalized terms not
defined herein have the meanings ascribed to them in the Amendment.

Cover
Page

Comment
1:

We
note that the fifth paragraph of the cover page states: “There is no arrangement for funds to be received in escrow, trust or similar
arrangement.” This statement is inconsistent with your revised disclosure in the sixth paragraph indicating that all investor funds
will be held in escrow at Continental Stock Transfer & Trust until enough securities

have
been sold to redeem all of the PIPE Shares. Please reconcile these disclosures.

Response:

In
response to the Staff’s comment, the Company has removed the disclosure from the cover page stating that: “There is no arrangement
for funds to be received in escrow, trust or similar arrangement.”

Comment
2:

We
note your statement on the cover page that the offering will be completed no later than two business days following its commencement;
however, we also note your statements on page 6 that the offering will continue through and until you sell at least $10.4 million of
securities and the implication that you could choose to extend the offering if you do not sell the amount required to redeem the PIPE
shares. Please revise your disclosure on the cover page to clearly indicate the date the offering will end, at which time funds held
in escrow would be returned if the minimum offering amount is not sold. Refer to Item 501(b)(8)(iii) of Regulation S-K.

Response:

In
response to the Staff’s comment, the Company has updated its disclosure on the cover page.

General

Comment
3:

We
note your disclosure on page 133 that you and the placement agents have agreed that all funds received from the sale of the securities
registered in this offering will be promptly deposited in a non-interest bearing escrow account maintained by Continental Stock Transfer
& Trust, as escrow agent for the investors in the offering. Please file the escrow agreement as an exhibit to your registration statement
or tell us why you believe such agreement is not required to be filed. Refer to Item 601(b)(10) of Regulation S-K.

Response:

In
response to the Staff’s comment, the Company has filed the escrow agreement as Exhibit 10.33.

Any
questions regarding the contents of this letter or the Amendment should be addressed to me at (212) 419-5974. Please notify me once the
Registration Statement has been declared effective.

    Sincerely,

    April 17, 2023
    /s/
    Jared Kelly

    Jared Kelly

    Cc: Stephen C. Glover,
    ZyVersa Therapeutics, Inc.

United States securities and exchange commission logo
April 14, 2023
Peter Wolfe
Chief Financial Officer
ZyVersa Therapeutics, Inc.
2200 N. Commerce Parkway , Suite 208
Weston, FL 33326
Re:ZyVersa Therapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 5, 2023
File No. 333-269442
Dear Peter Wolfe:
            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.
Amendment No. 2 to Registration Statement on Form S-1 filed April 5, 2023
Cover Page
1.We note that the fifth paragraph of the cover page states:  "There is no arrangement for
funds to be received in escrow, trust or similar arrangement."  This statement is
inconsistent with your revised disclosure in the sixth paragraph indicating that all investor
funds will be held in escrow at Continental Stock Transfer & Trust until enough securities
have been sold to redeem all of the PIPE Shares.  Please reconcile these disclosures.
2.We note your statement on the cover page that the offering will be completed no later than
two business days following its commencement; however, we also note your statements
on page 6 that the offering will continue through and until you sell at least $10.4 million
of securities and the implication that you could choose to extend the offering if you do not
sell the amount required to redeem the PIPE shares. Please revise your disclosure on the

 FirstName LastNamePeter Wolfe
 Comapany NameZyVersa Therapeutics, Inc.
 April 14, 2023 Page 2
 FirstName LastName
Peter Wolfe
ZyVersa Therapeutics, Inc.
April 14, 2023
Page 2
cover page to clearly indicate the date the offering will end, at which time funds held in
escrow would be returned if the minimum offering amount is not sold. Refer to Item
501(b)(8)(iii) of Regulation S-K.
General
3.We note your disclsoure on page 133 that you and the placement agents have agreed that
all funds received from the sale of the securities registered in this offering will be
promptly deposited in a non-interest bearing escrow account maintained
by Continental Stock Transfer & Trust, as escrow agent for the investors in the
offering. Please file the escrow agreement as an exhibit to your registration statement or
tell us why you believe such agreement is not required to be filed.  Refer to Item
601(b)(10) of Regulation S-K.
            You may contact Lauren Sprague Hamill at 303-844-1008 or Laura Crotty at 202-551-
7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jared Kelly

CORRESP
1
filename1.htm

Jared
Kelly

1251
6th Avenue, 17th Floor

New
York, NY 10020

T:
(212) 419-5974

F:
(212) 262-7402

E:
JKelly@lowenstein.com

April
11, 2023

VIA
EDGAR

Joshua
Gorsky and Laura Crotty

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ZyVersa
    Therapeutics, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    February 1, 2023

    File
    No. 333-268934

Dear
Mr. Gorsky and Ms. Crotty:

On
behalf of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), we hereby respond to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
received in a letter dated February 10, 2023, relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed
with the Commission on February 1, 2023. Where applicable, we make reference to the Company’s Second Amendment to its Registration
Statement on Form S-1/A filed with the Commission on April 11, 2023 (the “Amendment”). Capitalized
terms not defined herein have the meanings ascribed to them in the Amendment.

Cover
Page

Comment
1:

We
note your disclosure on page 55 and elsewhere throughout your registration statement, that the conversion price of the PIPE Shares and
the Series B Shares will be reset to the price that your shares will be sold for in this offering, but not below a price of $2.00 for
the PIPE Shares and $7.00 for the Series B Shares. We also note your disclosure that the exercise price of the PIPE Warrants will be
reset to the price that your shares are sold for in this offering, but not below a price of $2.00. Please make these disclosures prominently
on the cover page of the registration statement

Response:

In
response to the Staff’s comment, the Company has included disclosures prominently on the cover page of the registration statement
regarding the reset of the conversion price of the PIPE Shares and the Series B Shares and the exercise price of the PIPE Warrants.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Post-Business Combination Capital Needs, page 72

Comment
2:

We
note your response to prior comment 6 noting that you expect to raise capital through issuances of registered shares of your common stock
to new and existing investors and your disclosure on page 124 noting that you intend to raise additional capital in the future to fund
continued development. Please revise your disclosure here and in your risk factor section to discuss the effect that this offering will
have on your ability to raise additional capital.

Response:

In
response to the Staff’s comment, the Company has revised its disclosure on page 109 and in the risk factor section on
pages 55 and 59 to discuss the effect that this offering will have on its ability to raise additional capital.

General

Comment
3:

We
note your disclosure that the company’s stock price as of January 31, 2023, was $1.84, resulting in the Series A Preferred Stock
and PIPE warrants being out of the money, based on the adjusted conversion and exercise prices of $2.00 per share. However, we also note
that the company’s stock price since February 2, 2023, has been above $2.00 per share. Please update your disclosure throughout
the prospectus regarding potential profit accordingly.

Response:

In
response to the Staff’s comment, the Company has updated its disclosure throughout the prospectus to reflect the Company’s
stock price as of April 11, 2023 was $1.69 and its disclosure on pages 55, 58, 63 and 154 regarding the potential profit
the holders of the PIPE Shares and the PIPE Warrants could potentially receive if they convert or exercise such securities and sell the
Company’s underlying common stock.

Comment
4:

We
note your disclosure on page 54 that the Series A Certificate of Designation includes the right for the issuer to redeem the PIPE Shares
at 120% of the issue price of the PIPE Shares then outstanding. We also note the Form S-1 filed by the company on January 27, 2023, relating
to a primary offering of common stock and warrants in which the company has stated its intention to use approximately $10.4 million of
proceeds raised in that offering to redeem all of the PIPE Shares pursuant to the Series A Certificate of Designation. Please revise
this prospectus to discuss the interaction of these two registration statements, disclosing that the PIPE shareholders will likely have
their shares redeemed by the company at 120% of the issue price and that they will then, in fact, make a profit on such shares. Please
carry this disclosure throughout the prospectus in all places in which you discuss the potential profit per PIPE share.

Response:

In
response to the Staff’s comment, the Company has revised the prospectus on page 60 to discuss the interaction of the two
aforementioned registration statements and disclosure that redemption by the Company of the PIPE Shares at 120% of the issue
price would result in a 20% profit to the holders of the PIPE shares over the amount such holders paid for such PIPE Shares.

Any
questions regarding the contents of this letter or the Amendment should be addressed to me at (212) 419-5974. Please notify me once the
Registration Statement has been declared effective.

    Sincerely,

    April
    11, 2023
    /s/
    Jared Kelly

    Jared
    Kelly

    Cc:
    Stephen C. Glover, ZyVersa Therapeutics, Inc.

CORRESP
1
filename1.htm

A.G.P./ALLIANCE
GLOBAL PARTNERS

590
Madison Avenue 28th Floor New York,

New
York 10022

February
15, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ZyVersa Therapeutics, Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333- 269442 (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on February 13, 2023, in which we, as the lead placement agent, requested the
acceleration of the effective date of the above-captioned Registration Statement for February 14, 2023 at 4:30 p.m. Eastern Time, in
accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act
of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally
withdraw our request for acceleration of the effective date.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas Higgins

    Name:
    Thomas Higgins

    Title:
    Managing Director

CORRESP
1
filename1.htm

February
15, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Lauren
        Hamill

    Laura
    Crotty

    Re:
    ZyVersa
    Therapeutics, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-269442

Ladies
and Gentlemen:

ZyVersa
Therapeutics, Inc. hereby requests that its acceleration request dated February 13, 2023 be withdrawn. Please call Jared Kelly of Lowenstein
Sandler LLP at (973) 597-2400 with any questions.

    Sincerely,

    ZYVERSA THERAPEUTICS INC.

    By:
    /s/
    Stephen Glover

    Name:
    Stephen Glover

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

A.G.P./ALLIANCE
GLOBAL PARTNERS

590
Madison Avenue 28th Floor New York,

New
York 10022

February
13, 2023

VIA
EDGAR

Securities
and Exchange Commission 100 F Street, N.E.

Division
of Corporation Finance

Washington,
D.C. 20549

    Re:

    ZyVersa
    Therapeutics, Inc. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333- 269442 (the “Registration Statement”)

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
A.G.P./Alliance Global Partners, as the lead placement agent, hereby joins the Company’s request for acceleration of the above-referenced
Registration Statement, requesting effectiveness for 4:30 p.m., Eastern Time on February 14, 2023, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the placement agents have distributed as many copies of the Preliminary Prospectus
to dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The
undersigned, as the lead placement agent, represents that the co-placement agent has and will comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

Please
contact Katherine J. Blair of Manatt, Phelps & Phillips, LLP, counsel of the lead placement agent, at (310) 312-4252 to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature
page follows]

    Very
    truly yours,

    A.G.P./ALLIANCE
    GLOBAL PARTNERS

    By:
    /s/
    Thomas Higgins

    Name:

    Thomas
    Higgins

    Title:

    Managing
    Director

CORRESP
1
filename1.htm

Jared
Kelly

1251
6th Avenue, 17th Floor

New
York, NY 10020

T:
(212) 419-5974

F:
(212) 262-7402

E:
JKelly@lowenstein.com

February
13, 2023

VIA
EDGAR

Lauren
Hamill and Laura Crotty

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ZyVersa
    Therapeutics, Inc.

    Registration
    Statement on Form S-1

    Filed
    January 27, 2023

    File
    No. 333-269442

Dear
Ms. Hamill and Ms. Crotty:

On
behalf of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), we hereby respond to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
received in a letter dated February 10, 2023, relating to the Company’s Registration Statement on Form S-1 filed with the
Commission on January 27, 2023. Where applicable, we make reference to the Company’s First Amendment to its Registration Statement
on Form S-1/A filed with the Commission on February 13, 2023 (the “Amendment”). Capitalized terms not defined
herein have the meanings ascribed to them in the Amendment.

Cover
Page

Comment
1:

Please
revise your heading on the cover page to also list the shares of common stock issuable upon the exercise of the warrants. In this regard,
we note your statements throughout the prospectus that these underlying shares are also being registered pursuant to the registration
statement.

Response:

In
response to the Staff’s comment, the Company has updated its disclosure on the cover page.

Comment
2:

We
note that your placement agents will sell your common stock and accompanying warrants on a “best efforts” basis. Please revise
the cover page to provide all information required by Item 501(b)(8)(ii) and (iii) of Regulation S-K. Also, please tell us how the following
disclosure on the cover page, and similar disclosure on page 149, is consistent with a best-efforts offering: “The delivery of
the shares of Common Stock, the pre-funded warrants and the warrants to purchasers is expected to be made on or about [   ], 2023.”
In the event the offering will not remain open for an extended period of time, please clarify.

Response:

In
response to the Staff’s comment, the Company has updated its disclosure on the cover page and on page 149.

Comment
3:

Please
revise the cover page to clearly state that this is a best efforts offering with no minimum and that your placement agents may not sell
the entire amount of common stock being offered.

Response:

In
response to the Staff’s comment, the Company has updated its disclosure on the cover page.

Comment
4:

We
note your disclosure on the cover page that your offering of common shares and accompanying warrants will be at an “assumed”
combined public offering price. Please tell us whether you plan to amend prior to effectiveness to include the final offering price as
opposed to an assumed offering price. Also, please revise your cover page to disclose that the combined public offering price per share
and accompanying warrant will be fixed for the duration of this offering.

Response:

In
response to the Staff’s comment, the Company has updated its disclosure on the cover page. The Company has included the assumed offering price and will not amend the registration statement with a final offering price prior to
effectiveness because the final offering price will be based on the Nasdaq minimum price (as defined by Nasdaq rules) on the date of consummation
of the offering. The Company will update the final offering price in its final Rule 424 prospectus.

Comment
5:

Please
revise your cover page to highlight your intention to use approximately $10.4 million of the net proceeds from your offering to redeem
all of the PIPE Shares sold immediately prior to the closing of the Business Combination at 120% of the issue price. Please also explain,
if true, that only net proceeds received in excess of this amount will be available for working capital and other general corporate purposes.
In making your revisions, state the difference between 1) the aggregate amount received from the sale of the PIPE Shares immediately
prior to the closing date of the Business Combination, and 2) the aggregate repurchase price of the PIPE shares.

Response:

In
response to the Staff’s comment, the Company has updated its disclosure on the cover page.

Use
of Proceeds, page 57

Comment
6:

We
note your intention to use approximately $10.4 million of the net proceeds of the offering to redeem all of the PIPE Shares. However,
we also note that this is a best efforts offering with no minimum offering amount. Please revise your disclosure to explain how proceeds
will be allocated in the event you raise less than the full $10.4 million required to redeem all PIPE Shares.

Response:

In
response to the Staff’s comment, the Company has revised its disclosure on page 57 in the Use of Proceeds to
state that the Company will not consummate this offering without receiving net proceeds after transaction expenses in an amount sufficient
to redeem the PIPE Shares.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 119

Comment
7:

Please
revise your liquidity and capital resources discussion to note the following: 1) that approximately 99% of the then-outstanding shares
of Larkspur Class A common stock redeemed their shares in connection with the Business Combination; (2) the unlikelihood that the company
will receive significant proceeds from exercises of the public warrants because of the disparity between the exercise price and the current
trading price of the Class A Common Stock; and (3) your intended use of $10.4 million of the offering proceeds to redeem all of the PIPE
shares In addition, discuss the effect of this offering on the company’s ability to raise additional capital.

Response:

In
response to the Staff’s comment, the Company has added disclosure to page 120 regarding the Company’s liquidity and
capital resources discussion. The Company has also added risk factor disclosure on pages 50, 54 and 55 regarding the unlikelihood the Company will receive proceeds
from the exercise of certain warrants, the effect on the Company and its stockholders of redeeeming the PIPE Shares with the proceeds
of this offering, and the effect of this offering on the price of the Company's Common Stock and its ability to raise additional capital.

PIPE
Transactions and Related Agreements

PIPE
Registration Rights Agreement, page 153

Comment
8:

Your
statement on page 153 that “this registration statement” was filed to cover the resale of all the shares of common stock
issuable upon conversion or exercise of the PIPE Shares and the PIPE warrants is not consistent with the remainder of the prospectus,
which relates to a primary best efforts offering. Please reconcile.

Response:

In
response to the Staff’s comment, the Company has deleted the language regarding the registration of underlying securities as such
disclosure was unintentionally included and related to a separate registration statement filed concurrently by the Company.

General

Comment
9:

Where
appropriate, revise the prospectus to discuss why you intend to exercise your right to redeem the PIPE Shares and the associated risks
such redemption may pose to other shareholders given your liquidity and capital resources discussion. For example, discuss how the redemption
of the PIPE Shares would impact the cash you have available for other purposes and to execute your business strategy, and how the repurchase
of the PIPE Shares could impact the market price of the company’s common stock.

Response:

In
response to the Staff’s comment, the Company has added a new risk factor disclosure on pages 50 and 54 regarding the effect
of this offering on our ability to raise additional capital and on the price of our Common Stock and the potential adverse effect to
the Company and its stockholders of redeeming the PIPE Shares with the proceeds of this offering, and has added additional
disclosure to pages 4 and 6 in the Prospectus Summary regarding the purpose of the offering and the use of proceeds to redeem
the PIPE Shares. The Company further directs the Staff to its response in Comment 7 above for the additional disclosure the Company
has added to the liquidity and capital resources discussion, which is also applicable to this Comment 9.

Any
questions regarding the contents of this letter or the Amendment should be addressed to me at (212) 419-5974. Please notify me once the
Registration Statement has been declared effective.

    Sincerely,

    February
    13, 2023
    /s/
    Jared Kelly

    Jared
    Kelly

    Cc:
    Stephen C. Glover, ZyVersa Therapeutics, Inc.

CORRESP
1
filename1.htm

February
13, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Mail
Stop 4720

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Lauren Hamill

Laura
Crotty

    Re:
    ZyVersa Therapeutics, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-269442

    Acceleration
    Request

    Requested
    Date:
    February
    14, 2023

    Requested
    Time:
    4:30
    p.m., Eastern Time

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, ZyVersa Therapeutics, Inc. (the “Company”) hereby requests that
the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange
Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth above or at
such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance
of the Commission.

Please
call Jared Kelly of Lowenstein Sandler LLP at (212) 419-5974 to confirm the effectiveness of the Registration Statement or with any questions.

    Sincerely,

    ZYVERSA
    THERAPEUTICS, INC.

    By:
    /s/
    Stephen C. Glover

    Name:
    Stephen
    C. Glover

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
February 10, 2023
Peter Wolfe
Chief Financial Officer
ZyVersa Therapeutics, Inc.
2200 N. Commerce Parkway , Suite 208
Weston , FL 33326
Re:ZyVersa Therapeutics, Inc.
Registration Statement on Form S-1
Filed January 27, 2023
File No. 333-269442
Dear Peter Wolfe :
            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 January 27, 2023
Cover Page
1.Please revise your heading on the cover page to also list the shares of common stock
issuable upon the exercise of the warrants. In this regard, we note your statements
throughout the prospectus that these underlying shares are also being registered pursuant
to the registration statement.
2.We note that your placement agents will sell your common stock and accompanying
warrants on a "best efforts" basis. Please revise the cover page to provide all information
required by Item 501(b)(8)(ii) and (iii) of Regulation S-K.  Also, please tell us how the
following disclosure on the cover page, and similar disclosure on page 149, is consistent
with a best-efforts offering: "The delivery of the shares of Common Stock, the pre-funded
warrants and the warrants to purchasers is expected to be made on or about [  ], 2023." In

 FirstName LastNamePeter Wolfe
 Comapany NameZyVersa Therapeutics, Inc.
 February 10, 2023 Page 2
 FirstName LastNamePeter Wolfe
ZyVersa Therapeutics, Inc.
February 10, 2023
Page 2
the event the offering will not remain open for an extended period of time, please clarify.

3.Please revise the cover page to clearly state that this is a best efforts offering with no
minimum and that your placement agents may not sell the entire amount of common stock
being offered.
4.We note your disclosure on the cover page that your offering of common shares and
accompanying warrants will be at an "assumed" combined public offering price. Please
tell us whether you plan to amend prior to effectiveness to include the final offering price
as opposed to an assumed offering price.  Also, please revise your cover page to disclose
that the combined public offering price per share and accompanying warrant will be fixed
for the duration of this offering.
5.Please revise your cover page to highlight your intention to use approximately $10.4
million of the net proceeds from your offering to redeem all of the PIPE Shares sold
immediately prior to the closing of the Business Combination at 120% of the issue price.
Please also explain, if true, that only net proceeds received in excess of this amount will
be available for working capital and other general corporate purposes. In making your
revisions, state the difference between 1) the aggregate amount received from the sale of
the PIPE Shares immediately prior to the closing date of the Business Combination, and 2)
the aggregate repurchase price of the PIPE shares.
Use of Proceeds, page 57
6.We note your intention to use approximately $10.4 million of the net proceeds of the
offering to redeem all of the PIPE Shares. However, we also note that this is a best efforts
offering with no minimum offering amount. Please revise your disclosure to explain how
proceeds will be allocated in the event you raise less than the full $10.4 million required to
redeem all PIPE Shares.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 119
7.Please revise your liquidity and capital resources discussion to note the following: 1) that
approximately 99% of the then-outstanding shares of Larkspur Class A common stock
redeemed their shares in connection with the Business Combination; (2) the unlikelihood
that the company will receive significant proceeds from exercises of the public warrants
because of the disparity between the exercise price and the current trading price of the
Class A Common Stock; and (3) your intended use of $10.4 million of the offering
proceeds to redeem all of the PIPE shares . In addition, discuss the effect of this offering
on the company’s ability to raise additional capital.

 FirstName LastNamePeter Wolfe
 Comapany NameZyVersa Therapeutics, Inc.
 February 10, 2023 Page 3
 FirstName LastName
Peter Wolfe
ZyVersa Therapeutics, Inc.
February 10, 2023
Page 3
PIPE Transactions and Related Agreements
PIPE Registration Rights Agreement, page 153
8.Your statement on page 153 that "this registration statement" was filed to cover the resale
of all the shares of common stock issuable upon conversion or exercise of the PIPE Shares
and the PIPE warrants is not consistent with the remainder of the prospectus, which relates
to a primary best efforts offering. Please reconcile.
General
9.Where appropriate, revise the prospectus to discuss why you intend to exercise your right
to redeem the PIPE Shares and the associated risks such redemption may pose to other
shareholders given your liquidity and capital resources discussion.  For example, discuss
how the redemption of the PIPE Shares would impact the cash you have available for
other purposes and to execute your business strategy, and how the repurchase of the PIPE
Shares could impact the market price of the company's common stock.
            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 Lauren Hamill at 303-844-1008 or Laura Crotty at 202-551-7614 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jared Kelly

CORRESP
1
filename1.htm

Jared
Kelly

1251
6th Avenue, 17th Floor

New
York, NY 10020

T:
(212) 419-5974

F:
(212) 262-7402

E:
JKelly@lowenstein.com

February
1, 2023

VIA
EDGAR

Joshua
Gorsky & Laura Crotty

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ZyVersa
    Therapeutics, Inc.

    Registration
    Statement on Form S-1

    Filed
    December 21, 2022

    File
    No. 333-268934

Dear
Mr. Gorsky and Ms. Crotty:

On
behalf of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), we hereby respond to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
received in a letter dated January 4, 2023, relating to the Company’s Registration Statement on Form S-1 filed with the Commission
on December 21, 2022. Where applicable, we make reference to the Company’s First Amendment to its Registration Statement on Form
S-1/A filed with the Commission on February 1, 2023 (the “Amendment”). Capitalized terms not defined herein
have the meanings ascribed to them in the Amendment.

Cover
Page

Comment
1:

We
note your disclosure on page 64 that 7,667,029 shares of Class A Common Stock were redeemed by Larkspur’s shareholders in connection
with the business combination. Please include this information on the cover page expressed as a percentage.

Response:

In
response to the Staff’s comment, the Company has added disclosure to the cover page of the Amendment regarding the percentage of
redemptions in connection the consummation of the Business Combination.

Comment
2:

For
each of the shares being registered for resale, disclose the price that the selling securityholders paid for such shares.

Response:

In
response to the Staff’s comment, the Company has added disclosure to the cover page of the Amendment regarding the purchase price,
conversion prices and exercise prices, as applicable, of the shares being registered on the Amendment and underlying the corresponding
securities sold or issued by the Company.

Comment
3:

Disclose
the exercise prices of the PIPE Warrants and Public Warrants compared to the market price of the underlying securities. If the warrants
are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in
the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises
of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the
ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response:

The
Company has included disclosure on the cover of the Amendment regarding the exercise prices of the warrants and the conversion prices
of the preferred stock. The Company has included similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds
sections of the Amendment in response to the Staff’s comment. The Company respectfully informs the Staff that the potential proceeds
from the exercise of the warrants were not included in the Company’s liquidity discussion and analysis because of the low likelihood
such warrants would be exercised. Therefore, the Company does not believe changes to the discussion of the Company’s ability to
fund its operations on a prospective basis are needed as a result of the likelihood proceeds from the exercise of the warrants will not
be received in the near term.

Comment
4:

In
light of the significant number of redemptions of your Class A Common Stock in connection with the business combination, the shares being
registered for resale appear to constitute a considerable percentage of your public float. We also note that most of the shares being
registered for resale were purchased by the selling securityholders for prices considerably below the current market price of the Class
A Common Stock. Please revise your disclosure to highlight the significant negative impact sales of shares being registered pursuant
to this registration statement could have on the public trading price of the Class A Common Stock.

Response:

In
response to the Staff’s comment, the Company has included disclosure in the risk factors section of the Amendment on pages 58
and 59 highlighting the potential effects that the securities being registered could have on the public trading price of the
Company’s Common Stock. The Company respectfully informs the Staff that the securities being registered are underlying certain
securities that have conversion or exercise prices that are above that current market price of the Company’s Common Stock and such
securities were purchased at prices that are above the current market price of the Company’s Common Stock, after taking into account
the current conversion or exercise prices. The Company has included disclosure in the same risk factor regarding the potential adjustments
of the applicable conversion and/or exercise prices related to the Company’s Series A Preferred Stock, Series B Preferred Stock
and the PIPE Warrants.

    -2-

Risk
Factors, page 11

Comment
5:

Include
an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could
have on the public trading price of the Class A Common Stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also
disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive
to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response:

In
response to the Staff’s comment, the Company has included disclosure in the risk factors section of the Amendment on pages 58
and 59 highlighting the potential effects that the securities being registered by the Amendment could have on the public trading
price of the Company’s Common Stock. The Company respectfully informs the Staff that the private investors of the securities that
either convert into or are exercisable for the securities being registered by the Amendment paid more per share, and have conversion
and exercise prices per share that are higher, than the current market price of the Company’s Common Stock. For example, the current
conversion price of the Company’s Series A Preferred Stock and the Series B Preferred Stock is $10.00 per share of the Company’s
Common Stock and the current market price of the Company’s Common Stock as of January 31, 2023 was $1.84 per share.

Business
Overview, page 71

Comment
6:

In
light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises
of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A Common
Stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business
combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s
ability to raise additional capital.

Response:

The
Company respectfully advises the Staff that it is not dependent or reliant upon the potential proceeds from the exercise price of the
warrants discussed in the Amendment and does not expect to receive any proceeds from such exercises in the near term. The Company expects
to raise capital through other means, such as issuances of registered shares of the Company’s Common Stock to new and existing
investors. The Company has included a discussion in the prospectus summary, risk factors, MD&A and use of proceeds sections of the
Amendment in connection with the Staff’s Comment 3, as noted above in the Company’s response to such comment.

Comment
7:

Please
expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for
resale and discuss how such sales could impact the market price of the company’s common stock.

Response:

The
Company has included a risk factor and other disclosure as discussed above in the Company’s response to the Staff’s Comments
3 and 5 that is also responsive to this Comment 7.

    -3-

General

Comment
8:

Revise
your prospectus to disclose the price that each selling securityholder paid for the shares being registered for resale. Highlight any
differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors and other selling
securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants.
Disclose that while the Sponsor, private placement investors, PIPE investors and other selling securityholders may experience a positive
rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the
selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response:

The
Company has included on the cover and in the summary of the offering the prices each investor has paid per share of each applicable security
and the conversion and exercise prices applicable to the underlying shares of the Company’s Common Stock being registered on the
Amendment. The Company respectfully advises the Staff that the Amendment is not registering the shares underlying the Sponsor capital
or the “at-risk” capital whereby such purchase prices, conversion prices and/or exercise prices are below the current market
price of the Company’s Common Stock. All of the securities being registered on this Amendment have purchase prices, conversion
prices and/or exercise prices that are far greater than the current market price of the Company’s Common Stock and investors, at
this point in time based on such market price, will not experience a positive rate of return when selling such securities.

Any
questions regarding the contents of this letter or the Amendment should be addressed to me at (212) 419-5974. Please notify me once the
Registration Statement has been declared effective.

    Sincerely,

    February
    1, 2023
    /s/
    Jared Kelly

    Jared
    Kelly

    Cc:
    Stephen C. Glover, ZyVersa Therapeutics, Inc.

    -4-

United States securities and exchange commission logo
January 4, 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 December 21, 2022
File No. 333-268934
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 December 21, 2022
Cover Page
1.We note your disclosure on page 64 that 7,667,029 shares of Class A Common Stock were
redeemed by Larkspur’s shareholders in connection with the business combination.
Please include this information on the cover page expressed as a percentage.
2.For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares.
3.Disclose the exercise prices of the PIPE Warrants and Public Warrants compared to the
market price of the underlying securities.  If the warrants are out the money, please
disclose the likelihood that warrant holders will not exercise their warrants.  Provide
similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds

 FirstName LastNameStephen C. Glover
 Comapany NameZyVersa Therapeutics, Inc.
 January 4, 2023 Page 2
 FirstName LastNameStephen C. Glover
ZyVersa Therapeutics, Inc.
January 4, 2023
Page 2
section and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price.  As applicable, describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a
prospective basis with your current cash on hand.
4.In light of the significant number of redemptions of your Class A Common Stock in
connection with the business combination, the shares being registered for resale appear to
constitute a considerable percentage of your public float.  We also note that most of the
shares being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the Class A Common Stock.  Please revise
your disclosure to highlight the significant negative impact sales of shares being registered
pursuant to this registration statement could have on the public trading price of the Class
A Common Stock.
Risk Factors, page 11
5.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A Common Stock.  To illustrate this risk, disclose the purchase price of the
securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding.  Also disclose that even though the
current trading price is significantly below the SPAC IPO price, the private investors have
an incentive to sell because they will still profit on sales because of the lower price that
they purchased their shares than the public investors.
Business
Overview, page 71
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
Common Stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
General
8.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale.  Highlight any differences in the current trading price,
the prices that the Sponsor, private placement investors, PIPE investors and other selling
securityholders acquired their shares and warrants, and the price that the public

 FirstName LastNameStephen C. Glover
 Comapany NameZyVersa Therapeutics, Inc.
 January 4, 2023 Page 3
 FirstName LastName
Stephen C. Glover
ZyVersa Therapeutics, Inc.
January 4, 2023
Page 3
securityholders acquired their shares and warrants.  Disclose that while the
Sponsor, private placement investors, PIPE investors and other selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price.  Lastly, please include appropriate risk factor disclosure.
            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:       Jared Kelly

CORRESP
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November 10, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Larkspur Health Acquisition Corp.

Registration Statement on Form S-4, as amended

    File No.  333-266838

Ladies and Gentlemen:

Larkspur Health Acquisition Corp. (the “Company”)
hereby requests, pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 9:00 a.m. EST on November
14, 2022, or as soon thereafter as practicable.

Please contact Matt Mamak of Alston & Bird LLP,
the Company’s counsel, at (212) 210-1256, as soon as the Registration Statement has been declared effective, or if you have any
other questions or concerns regarding this matter.

    Larkspur Health Acquisition Corp.

    By:
    /s/ Daniel J. O’Connor

    Name:
    Daniel J. O’Connor

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
November 8, 2022
Daniel O’Connor
Chairman and Chief Executive Officer
Larkspur Health Acquisition Corp.
100 Somerset Corporate Blvd., 2nd Floor
Bridgewater, New Jersey 08807
Re:Larkspur Health Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed November 3, 2022
File No. 333-266838
Dear Daniel O’Connor:
            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 November 1, 2022 letter.
Amendment No. 3 to Form S-4 Filed November 3, 2022
Unaudited Pro Forma Condensed Combined Financial Information, page 166
1.We note your response to comment 3.  Your disclosures on pages 8 and 101 show the
anticipated ownership scenario of the Combined Entity upon completion of the Business
Combination.  For example, in the anticipated no redemption scenario disclosed on page
101, ZyVersa Stockholders would own 35.9% and the PIPE investors have converted their
preferred stock and exercised their warrants.  It is not clear why this same anticipated
scenario is not reflected in your pro forma financial information.  Please advise or revise
your filing as necessary.

 FirstName LastNameDaniel O’Connor
 Comapany NameLarkspur Health Acquisition Corp.
 November 8, 2022 Page 2
 FirstName LastName
Daniel O’Connor
Larkspur Health Acquisition Corp.
November 8, 2022
Page 2
            You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Dillon Hagius at 202-551-7967 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matt Mamak

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90 Park Avenue

New York, NY 10016

212-210-9400 | Fax: 212-210-9444

    Matthew W. Mamak
    Direct Dial: 212-210-1256
     Email: matthew.mamak@alston.com

November 8, 2022

VIA: ELECTRONIC MAIL

Dillon Hagius and Joe McMann

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Larkspur Health Acquisition Corp.

    Amendment No. 3 to Registration Statement on Form S-4

    Filed November 3, 2022

    File No. 333-266838

Dear Mr. Hagius and Mr. McMann:

On behalf of Larkspur Health
Acquisition Corp., a Delaware corporation (the “Company”), we hereby respond to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received in
a letter dated November 8, 2022, relating to the Company’s Amendment No. 3 to Registration Statement on Form S-4 submitted on November
3, 2022.

Unaudited Pro Forma Condensed Combined Financial
Information

Comment 1:

We note your response to comment 3.
Your disclosures on pages 8 and 101 show the anticipated ownership scenario of the Combined Entity upon completion of the Business
Combination.  For example, in the anticipated no redemption scenario disclosed on page 101, ZyVersa Stockholders would own 35.9%
and the PIPE investors have converted their preferred stock and exercised their warrants.  It is not clear why this same anticipated
scenario is not reflected in your pro forma financial information.  Please advise or revise your filing as necessary.

Response:

In response to the Staff’s comment, we advise that the conversion
of preferred stock and exercise of warrants by the PIPE Investors referenced on page 8 is not a condition to closing the business combination,
but rather is one of several possible outcomes subsequent to the closing of the business combination depending on the actions of the PIPE
Investors. Whereas, the pro forma information beginning on page 166, including the table of outstanding shares on page 173 (Note 6) only
includes scenarios that are a condition to closing the business combination. We have provided on page 173 (Note 7) information regarding
additional shares that could be issued depending on investor's actions subsequent to the closing of the business combination, which includes
the possibility of conversion of preferred shares and exercise of warrants.

November 8, 2022

Page 2

    Sincerely,

    ALSTON & BIRD LLP

    /s/ Matthew W. Mamak, Esq.

    Matthew W. Mamak, Esq.

CORRESP
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90 Park Avenue

New York, NY 10016

212-210-9400 | Fax: 212-210-9444

    Matthew W. Mamak
    Direct Dial: 212-210-1256
    Email: matthew.mamak@alston.com

November 3, 2022

VIA: ELECTRONIC MAIL

Dillon Hagius & Joe McMann

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Larkspur Health Acquisition Corp.

    Amendment No. 2 to Registration Statement on Form S-4

    Filed October 21, 2022

    File No. 333-266838

Dear Mr. Hagius and Mr. McMann:

On behalf of Larkspur Health
Acquisition Corp., a Delaware corporation (the “Company”), we hereby respond to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received in
a letter dated November 1, 2022, relating to the Company’s Amendment No. 2 to Registration Statement on Form S-4 submitted on October
21, 2022.

Material U.S. Federal Income Tax Considerations

Comment 1:

With reference to the second sentence of your response to
prior comment 8, please revise to disclose on page 162 that the Business Combination is not a taxable event for shareholders of the parties
to the Business Combination Agreement.

Response:

In response to the Staff’s comment, the
disclosure on page 162 has been revised to clarify that the Business Combination is not a taxable event for the shareholders to the Business
Combination Agreement.

November 3, 2022

Page 2

Unaudited Pro Forma Condensed Combined
Financial Information

Comment 2:

We reissue prior comment 10. In light of your disclosures
elsewhere, including on page F-57, indicating that each share of Series A Preferred Stock shall automatically be converted into shares
of common stock at the then effective conversion price concurrently with various transactions including the closing of a transaction with
a SPAC entity, please advise why this conversion is not reflected in the pro forma financial information. Alternatively, please revise
your pro forma financial information.  It is also not clear why the number of potentially dilutive securities was significantly
reduced on page 173 including those related to Series A Preferred Stock; however, the Preferred Stock is still showing as outstanding
on the pro forma balance sheet as of June 30, 2022.  Please advise.

Response:

In response to the Staff’s comment, we advise
that the ZyVersa Series A Preferred Stock – Bridge is recorded as Preferred Stock at June 30, 2022 at $0.0001 par value per share.
As the amount is less than $1,000 and the pro forma financial information is presented in thousands, there is no amount reflected in the
pro forma financial information. Note 4 (F) reflects the conversion of the ZyVersa Series A Preferred Stock – Bridge as of June
30, 2022 into common stock. Note 4 (J) reflects the issuance of the ZyVersa Series A Preferred Stock – Bridge subsequent to June
30, 2022. As the pro forma information is presented in thousands, the entire amounts were recorded to APIC as the amount related to the
par value conversion to common stock shares is less than $1,000. The outstanding balance of Series A Preferred Stock after adjustments
relates to Larkspur Series A Preferred Stock – PIPE and not the ZyVersa Series A Preferred Stock – Bridge noted above. Additionally,
the number of potentially dilutive securities on page 173 were revised to be properly presented in thousands.

Comment 3:

The percentage amounts expected to be owned by ZyVersa stockholders
of the outstanding combined entity common stock appear to be different in Note 6 on page 173 compared to the percentage amounts disclosed
on page 8.  Please revise as necessary.  Further, the disclosures on page 8 indicate that the percentage ownership of ZyVersa’s
stockholders has further decreased from the ownership amounts included in response to comment 7 in your letter dated September 27, 2022.
Please tell us whether there have been any additional changes to the other factors listed in your response which led to your determination
that ZyVersa should be treated as the accounting acquirer pursuant to ASC 805.

Response:

In response to the Staff’s comment, we advise that page 8 has been revised so that the percentage amounts expected to be owned by
ZyVersa stockholders of the outstanding combined entity common stock in Note 6 on page 173 agree with the percentage amounts disclosed
on page 8. Additionally, we have considered the decrease in percentage ownership of ZyVersa’s stockholders and advise that there
have not been any additional changes in the other factors listed in our previous response which led to our determination that ZyVersa
should be treated as the accounting acquirer pursuant to ASC 805.

November 3, 2022

Page 3

    Sincerely,

    ALSTON & BIRD LLP

     /s/ Matthew W. Mamak, Esq.

    Matthew W. Mamak, Esq.

United States securities and exchange commission logo
November 1, 2022
Daniel O’Connor
Chairman and Chief Executive Officer
Larkspur Health Acquisition Corp.
100 Somerset Corporate Blvd., 2nd Floor
Bridgewater, New Jersey 08807
Re:Larkspur Health Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed October 21, 2022
File No. 333-266838
Dear Daniel O’Connor:
            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 October 17, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Material U.S. Federal Income Tax Considerations, page 161
1.With reference to the second sentence of your response to prior comment 8, please revise
to disclose on page 162 that the Business Combination is not a taxable event for
shareholders of the parties to the Business Combination Agreement.
Unaudited Pro Forma Condensed Combined Financial Information, page 166
2.We reissue prior comment 10.  In light of your disclosures elsewhere, including on page
F-57, indicating that each share of Series A Preferred Stock shall automatically be
converted into shares of common stock at the then effective conversion price concurrently
with various transactions including the closing of a transaction with a SPAC entity, please

 FirstName LastNameDaniel O’Connor
 Comapany NameLarkspur Health Acquisition Corp.
 November 1, 2022 Page 2
 FirstName LastName
Daniel O’Connor
Larkspur Health Acquisition Corp.
November 1, 2022
Page 2
advise why this conversion is not reflected in the pro forma financial information.
Alternatively, please revise your pro forma financial information.  It is also not clear why
the number of potentially dilutive securities was significantly reduced on page 173
including those related to Series A Preferred Stock; however, the Preferred Stock is still
showing as outstanding on the pro forma balance sheet as of June 30, 2022.  Please advise.
3.The percentage amounts expected to be owned by ZyVersa stockholders of the
outstanding combined entity common stock appear to be different in Note 6 on page 173
compared to the percentage amounts disclosed on page 8.  Please revise as necessary.
Further, the disclosures on page 8 indicate that the percentage ownership of ZyVersa’s
stockholders has further decreased from the ownership amounts included in response to
comment 7 in your letter dated September 27, 2022.  Please tell us whether there
have been any additional changes to the other factors listed in your response which led to
your determination that ZyVersa should be treated as the accounting acquirer pursuant to
ASC 805.
            You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Dillon Hagius at 202-551-7967 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matt Mamak

CORRESP
1
filename1.htm

90 Park Avenue

New York, NY 10016

212-210-9400 | Fax: 212-210-9444

    Matthew W. Mamak
    Direct Dial: 212-210-1256
    Email:
matthew.mamak@alston.com

October 20, 2022

VIA: ELECTRONIC MAIL

Dillon Hagius & Joe McMann

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Larkspur
                                            Health Acquisition Corp.

                                            Amendment No. 1 to Registration Statement on Form S-4

                                            Filed September 27, 2022

                                            File No. 333-266838

Dear Mr. Hagius and Mr. McMann:

On behalf of Larkspur Health
Acquisition Corp., a Delaware corporation (the “Company”), we hereby respond to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received in
a letter dated October 17, 2022, relating to the Company’s Amendment No. 1 to Registration Statement on Form S-4 submitted on September
27, 2022.

Opinion of Financial Advisor to Larkspur

Comment 1:

We note your revisions in response to prior comment 3. Please
revise the prospectus summary to explain why the Larkspur Board determined to obtain a fairness opinion. Also, clarify the financial point
of view used by the fairness advisor, including whether fairness was considered from the financial point of view of unaffiliated holders.
In this regard, we note your disclosures on pages 105 and 117.

Response:

In response to the Staff’s comment, the
Company revised the prospectus summary on page 21 to explain why the Larkspur Board determined to obtain a fairness opinion. The Company
also included additional disclosure on page 105 to clarify that the fairness opinion does not address fairness from a financial point
of view to the unaffiliated stockholders of the Company.

October 20, 2022

Page 2

Interests of Larkspur’s Directors
and Officers in the Business Combination

Comment 2:

We note your response to comment 5 and re-issue in part. Please quantify
the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of
a business combination. In so doing, include the current value of loans extended, fees due, and out-of-pocket expenses for which the sponsor
and its affiliates are awaiting reimbursement. Ensure that similar disclosure for the company’s officers and directors is provided,
if material.

Response:

In response to the Staff’s comment, the Company has revised its disclosure on page 25.

Comment 3:

We note your response to comment 6 and re-issue. Please
revise to disclose whether and, if so, how the waiver of the corporate opportunities doctrine impacted your search for an acquisition
target.

Response:

In response to the Staff’s comment, the Company has revised its disclosure on page 25 to state that,
to the Company’s knowledge, the waiver of the corporate opportunities doctrine did not impact the Company’s search for an
acquisition target.

Background of the Business Combination

Comment 4:

We note your response to comment 13 and re-issue. Please
clarify when Larkspur and ZyVersa entered into the term sheet proposal and identify the material terms of the term sheet proposal, including
any material terms that differed from the February 3rd term sheet.

Response:

In response to the Staff’s comment, the Company revised its disclosure on pages 104 and 105 to clarify
that only one term sheet existed between the Company and ZyVersa. The Company entered into the term sheet with ZyVersa on February 3,
2022. On March 3, 2022, the term sheet was amended to extend the exclusivity period until April 6, 2022. No other material terms were
amended or modified in the March 3, 2022 amendment.

October 20, 2022

Page 3

Opinion of Cassel Salpeter & Co.,
LLC

Comment 5:

We note your response to comment 17 and re-issue in part.
Please disclose what “other internal financial information” Cassel Salpeter & Co. relied on to render its fairness opinion.

Response:

Disclosure has been added on page 118 to identify
the other internal financial information reviewed by Cassel Salpeter.

Certain Unaudited ZyVersa Prospective
Financial Information

Comment 6:

Please expand your disclosures to further describe the material
assumptions underlying the projections provided and any limitations of the projections. For example, we note a significant expected decrease
in operating expenses in 2023 and further in 2024. Please address your basis for projecting these decreases.

Response:

In response to the Staff’s comment, the Company has amended the Registration Statement on page 124 to
describe the material assumptions underlying ZyVersa’s projections regarding revenue and expenses.

Proposal No. 2 – The Charter Proposal

Comment 7:

We note your revisions in response to prior comment 19.
With respect to Proposal 2C, please provide each shareholder with the ability to express a divergent view on the supermajority voting
standard and the quorum standard.

Response:

In response to the Staff’s comment, the
Company has revised Proposal 2C and added Proposal 2D in order to provide each shareholder with the ability to express a divergent view
on the supermajority voting standard and the quorum standard.

Material U.S. Federal Income Tax Considerations

Comment 8:

We note that you have revised your Exhibit Index so that
it no longer reflects that outside counsel will provide a tax opinion. Please revise the prospectus to disclose clearly whether exercise
of redemption rights by Larkspur is or is not a taxable event. Also, clearly disclose whether consummation of the Business Combination
is or is not a taxable event to (i) Larkspur holders and (ii) ZyVersa holders. Depending on your revised disclosures, we may have additional
comment concerning whether a Regulation S-K, Item 601(b)(8) tax opinion is required. For guidance, please refer to Staff Legal Bulletin
No. 19 (Oct. 14, 2011).

Response:

In response to the Staff’s comment, the Company has revised its disclosure on pages 163 and 164 to address
the tax implications of the exercise of redemption rights by Larkspur.

The Company further advises the staff that it has revised the disclosures
on page 162 of the Registration Statement to clearly disclose that the Business Combination is not a taxable event for shareholders of
the parties to the Business Combination Agreement. In light of such revisions, the Company has updated its exhibit index to include an
Item 8.1 tax opinion with respect to the Business Combination. Such tax opinion will be included on a subsequent amendment to the Registration
Statement.

October 20, 2022

Page 4

Unaudited Pro Forma Condensed Combined
Financial Information

Comment 9:

We note your response to comment 20. Your disclosures elsewhere, including
on page 32, continue to refer to a preferred stock issuance of a different amount than addressed in adjustment (d). Specifically, page
32 refers to an issuance of $16.7 million whereas adjustment (d) refers to an issuance of $11.1 million. Please clarify in your disclosures
how the issuance of $16.7 million is reflected in your pro forma financial information.

Response:

In response to the Staff’s comment, we
advise that the $16.7 million is comprised of Note 4(B) - $3.4 million, Note 4(C) - $2.2 million, Note 4(D) - $10.1 million and Note
4(J) $1.0 million. The Company has revised the disclosure on page 172 to clarify this change.

Comment 10:

We note your response to comment 24. Your disclosures on
page F-57 indicate that each share of Series A Preferred Stock shall automatically be converted into shares of common stock at the then
effective conversion price concurrently with various transactions including the closing of a transaction with a SPAC entity. In light
of these terms, please advise as to why the conversion does not appear to be reflected in your pro forma financial information, including
in your determination of pro forma EPS. Alternatively, please revise your pro forma financial information.

Response:

In response to the Staff’s comment, we advise that we have revised the pro forma financial information in the Amendment to separately present the Series A Preferred Stock
(bridge financing) and have also adjusted the shares outstanding and EPS.

Comment 11:

Please clarify in your disclosures whether the Series A Investment
disclosed on page 19 is reflected in the pro forma financial information.

Response:

In response to the Staff’s comment, we advise that we have revised the financial information in the Amendment to separately present the Series A Preferred Stock (bridge financing)
and have also adjusted the shares outstanding and EPS. Of the $1.4 million disclosed on page 19, we have only included funds received
after the balance sheet date (June 30, 2022) of approximately $1.0 million as we have assumed that funds received before the balance sheet
date have been spent.

October 20, 2022

Page 5

Beneficial Ownership

Comment 12:

We note your response to comment 33. Please identify the
natural person(s) on the board of directors of INCON Co., Ltd. who have voting and/or investment control of these shares.

Response:

The Company respectfully advises the Staff that
the individuals who share voting and/or investment control for INCON Co., Ltd.’s investment in ZyVersa are Kim Sung-gon, Choi Yeong-hun,
Park Jong-jin, Lee Ju-hyeong, and Lee Jeong-uk. The Company has updated its disclosure on page 258 of the Registration Statement to identify
these natural persons.

The Company further advises the Staff that no
one, in his or her individual capacity, possesses voting and/or investment control over the securities of ZyVersa that are currently held
by INCON Co., Ltd.

ZyVersa Related Person Transactions

Comment 13:

We note your response to comment 35 and continue to evaluate
your response with respect to the stock purchase agreement with Incon, Ltd. Please tell us whether the agreement permits Incon to appoint
one or more directors to the board of the combined company. With reference to your disclosure on pages 88, also revise your disclosure
on page 182 to identify the “current ZyVersa stockholders” that may appoint directors to the board of the combined company.
Also, revise your disclosure on pages 253-254 to explain who is appointing each of the directors who are expected to serve following the
consummation of the Business Combination.

Response:

The Company respectfully advises the Staff that
the stock purchase agreement with INCON, executed on November 15, 2018, granted INCON the right to appoint one director to the board
of directors of ZyVersa. This individual is Dr. Min-Chul Park. However, INCON has no right to appoint any director to the board of directors
of the Combined Company.

The Company further advises the Staff that the
Proposed Bylaws set the number of directors of Combined Company to be no less than four and no more than seven members. The size of the
board of directors of the Combined Company is expected to initially be set at four immediately following the closing of the Business Combination,
with the Combined Company expanding the size of the board up to seven members as qualified candidates present themselves in the future.
The Business Combination Agreement grants ZyVersa or the Securityholder Representative (who is Mr. Glover, the Combined Company Chief
Executive Officer and Board Member) the right to appoint six of the seven members of the Combined Entity. These initial ZyVersa appointees
will be Stephen C. Glover, Robert G. Finizio, and Dr. Min-Chul Park, with Daniel J. O’Connor being the Larkspur-appointed board
member of the Combined Entity.

By approving the Business Combination, the current
stockholders of ZyVersa will effectively be approving ZyVersa’s or the Securityholder Representative’s director appointees
to the board of directors of the Combined Company. Subsequent to their initial appointment, the appointees will be reelected to the board
of directors of the Combined Entity in the normal course, assuming such appointees are nominated for re-election pursuant to the Combined
Company’s organizational documents.

The Company has updated its disclosure on pages
88 and 248-250 of the Registration Statement to reflect the foregoing.

October 20, 2022

Page 6

General

Comment 14:

With a view toward disclosure, please tell us whether your sponsor
is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. Please also tell us whether anyone or
any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person.
If so, please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete
your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business
combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign
Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of
the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response:

The Company respectfully acknowledges the Staff’s
comment. The only foreign investor in any of the sponsor, Larkspur or ZyVersa is INCON Co., Ltd. (“Incon”), which has a minority
position in ZyVersa and will hold a minority position in the Combined Company. Incon holds approximately 20% of ZyVersa and will hold
between 12% and 22% of the Combined Company, depending on redemptions. The sponsor is owned solely by U.S. nationals and is neither controlled
by nor has substantial ties with a non-U.S. person.

Incon, a company registered in the Republic of Korea,
is currently a significant ZyVersa shareholder. In connection with its 2018 investment, Incon appointed a representative to ZyVersa’s
board of directors. Following the Business Combination, Incon will continue to be a significant shareholder of the Combined Company; however,
it will not have power to appoint members to the Combined Company board and it will not receive any additional or special rights in the
Combined Company other than the voting of its shares. In connection with the transaction, appropriate consideration is being given to
relevant regulatory review and filing requirements. The parties do not anticipate any action by the Committee on Foreign Investment in
the United States that would prevent or materially delay the transaction.

    Sincerely,

    ALSTON & BIRD LLP

    /s/ Matthew W. Mamak, Esq.

    Matthew W. Mamak, Esq.

United States securities and exchange commission logo
October 17, 2022
Daniel O’Connor
Chairman and Chief Executive Officer
Larkspur Health Acquisition Corp.
100 Somerset Corporate Blvd., 2nd Floor
Bridgewater, New Jersey 08807
Re:Larkspur Health Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed September 27, 2022
File No. 333-266838
Dear Daniel O’Connor:
            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 September 12, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Opinion of Financial Advisor to Larkspur, page 21
1.We note your revisions in response to prior comment 3.  Please revise the prospectus
summary to explain why the Larkspur Board determined to obtain a fairness opinion.
Also, clarify the financial point of view used by the fairness advisor, including whether
fairness was considered from the financial point of view of unaffiliated holders.  In this
regard, we note your disclosures on pages 105 and 117.
Interests of Larkspur's Directors and Officers in the Business Combination, page 23
2.We note your response to comment 5 and re-issue in part.  Please quantify the aggregate
dollar amount and describe the nature of what the sponsor and its affiliates have at risk

 FirstName LastNameDaniel O’Connor
 Comapany NameLarkspur Health Acquisition Corp.
 October 17, 2022 Page 2
 FirstName LastNameDaniel O’Connor
Larkspur Health Acquisition Corp.
October 17, 2022
Page 2
that depends on completion of a business combination. In so doing, include the current
value of loans extended, fees due, and out-of-pocket expenses for which the sponsor and
its affiliates are awaiting reimbursement. Ensure that similar disclosure for the company’s
officers and directors is provided, if material.
3.We note your response to comment 6 and re-issue.  Please revise to disclose whether and,
if so, how the waiver of the corporate opportunities doctrine impacted your search for an
acquisition target.
Background of the Business Combination, page 101
4.We note your response to comment 13 and re-issue.  Please clarify when Larkspur and
ZyVersa entered into the term sheet proposal and identify the material terms of the term
sheet proposal, including any material terms that differed from the February 3rd term
sheet.

Opinion of Cassel Salpeter & Co., LLC, page 117
5.We note your response to comment 17 and re-issue in part.  Please disclose what "other
internal financial information" Cassel Salpeter & Co. relied on to render its fairness
opinion.
Certain Unaudited ZyVersa Prospective Financial Information, page 123
6.Please expand your disclosures to further describe the material assumptions underlying
the projections provided and any limitations of the projections.  For example, we note a
significant expected decrease in operating expenses in 2023 and further in 2024.  Please
address your basis for projecting these decreases.
Proposal No. 2 - The Charter Proposal, page 149
7.We note your revisions in response to prior comment 19.  With respect to Proposal 2C,
please provide each shareholder with the ability to express a divergent view on the
supermajority voting standard and the quorum standard.
Material U.S. Federal Income Tax Considerations, page 161
8.We note that you have revised your Exhibit Index so that it no longer reflects that outside
counsel will provide a tax opinion.  Please revise the prospectus to disclose
clearly whether exercise of redemption rights by Larkspur is or is not a taxable event.
Also, clearly disclose whether consummation of the Business Combination is or is not a
taxable event to (i) Larkspur holders and (ii) ZyVersa holders.  Depending on your revised
disclosures, we may have additional comment concerning whether a Regulation S-K, Item
601(b)(8) tax opinion is required.  For guidance, please refer to Staff Legal Bulletin No.
19 (Oct. 14, 2011).

 FirstName LastNameDaniel O’Connor
 Comapany NameLarkspur Health Acquisition Corp.
 October 17, 2022 Page 3
 FirstName LastNameDaniel O’Connor
Larkspur Health Acquisition Corp.
October 17, 2022
Page 3
Unaudited Pro Forma Condensed Combined Financial Information, page 165
9.We note your response to comment 20. Your disclosures elsewhere, including on page 32,
continue to refer to a preferred stock issuance of a different amount than addressed in
adjustment (d).  Specifically, page 32 refers to an issuance of $16.7 million whereas
adjustment (d) refers to an issuance of $11.1 million.  Please clarify in your disclosures
how the issuance of $16.7 million is reflected in your pro forma financial information.
10.We note your response to comment 24.  Your disclosures on page F-57 indicate that each
share of Series A Preferred Stock shall automatically be converted into shares of common
stock at the then effective conversion price concurrently with various transactions
including the closing of a transaction with a SPAC entity.  In light of these terms,
please advise as to why the conversion does not appear to be reflected in your pro forma
financial information, including in your determination of pro forma EPS.
Alternatively, please revise your pro forma financial information.
11.Please clarify in your disclosures whether the Series A Investment disclosed on page 19 is
reflected in the pro forma financial information.
Benefical Ownership, page 259
12.We note your response to comment 33.  Please identify the natural person(s) on the board
of directors of INCON Co., Ltd. who have voting and/or investment control of these
shares.
ZyVersa Related Person Transactions, page 264
13.We note your response to comment 35 and continue to evaluate your response with
respect to the stock purchase agreement with Incon, Ltd.  Please tell us whether the
agreement permits Incon to appoint one or more directors to the board of the combined
company.  With reference to your disclosure on pages 88, also revise your disclosure on
page 182 to identify the "current ZyVersa stockholders" that may appoint directors to the
board of the combined company.  Also, revise your disclosure on pages 253-254 to
explain who is appointing each of the directors who are expected to serve following the
consummation of the Business Combination.
General
14.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person.  Please also tell us
whether anyone or any entity associated with or otherwise involved in the transaction, is,
is controlled by, or has substantial ties with a non-U.S. person.  If so, please revise your
filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination.  For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government entity,

 FirstName LastNameDaniel O’Connor
 Comapany NameLarkspur Health Acquisition Corp.
 October 17, 2022 Page 4
 FirstName LastName
Daniel O’Connor
Larkspur Health Acquisition Corp.
October 17, 2022
Page 4
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.  Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate.  Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.
            You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Dillon Hagius at 202-551-7967 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matt Mamak

CORRESP
1
filename1.htm

90 Park Avenue

New York, NY 10016

212-210-9400 | Fax: 212-210-9444

    Matthew W. Mamak
    Direct Dial: 212-210-1256
     Email: matthew.mamak@alston.com

September 27, 2022

VIA: ELECTRONIC MAIL

Dillon Hagius & Joe McCann

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Larkspur Health Acquisition Corp.

    Registration Statement on Form S-4

    Filed August 12, 2022

    File No. 333-266838

Dear Mr. Hagius & Mr. McCann:

On behalf of Larkspur Health
Acquisition Corp., a Delaware corporation (the “Company”), we hereby respond to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received in
a letter dated September 12, 2022, relating to the Company’s Registration Statement on Form S-4 submitted on August 12, 2022.

Summary of the Proxy Statement/Prospectus

ZyVersa Therapeutics, Inc.

Comment 1:

Please revise the first sentence of the section to clarify
the development status of ZyVersa’s business. In this regard, we note that you identify ZyVersa as “clinical stage”; however,
the disclosures elsewhere in the proxy/prospectus indicate that the company has not conducted any clinical trials to date. Also revise
to highlight ZyVersa’s history of net losses and the going concern opinion issued by its auditors.

Response:

The Company respectfully acknowledges the Staff’s comment and
has amended its disclosure on pages 19 and 98 to clarify that ZyVersa has received IND authorization from the FDA to conduct a Phase 2a
clinical study for VAR 200 (2-hydroxypropyl-beta-cyclodextrin, 2HPβCD) in patients with FSGS, approving its use in human clinical
trials. A Phase 1 trial was not required by FDA based on 2HPβCD’s established historical safety profile, which includes decades
of human use as an excipient in marketed IV drugs, 2HPβCD investigational drug use in patients with Niemann Pick disease, extensive
2HPβCD pre-clinical data (including toxicology data in mice, rats, dogs, rabbits, cats, and monkeys), and 2HPβCD safety data
from peer-reviewed scientific publications. This differentiates VAR 200 from a pre-clinical drug candidate which is still undergoing in
vitro (laboratory) and in vivo (animal) studies to gather safety and other evidence to justify clinical trials in humans. Therefore,
the Company respectfully advises the Staff that it believes the use of “clinical stage” to describe ZyVersa’s development
status is accurate and not misleading. In addition, the Company has added the requested disclosure regarding ZyVersa’s net losses
and going concern opinion on page 19.

September 27, 2022

Page 2

Comment 2:

Please revise the summary here and on page 98 to clarify VAR 200’s
current stage of clinical development and specify which license agreements are related to VAR 200 and IC 100.

Response:

The Company respectfully acknowledges the Staff’s comment and
has amended its disclosure on pages 19 and 98 to clarify that VAR 200 has IND authorization from the FDA to conduct a Phase 2a study in
patients with FSGS, but that study has not commenced. The Company has also clarified which of ZyVersa’s license agreements are related
to each of its product candidates.

Opinion of Financial Advisor to Larkspur

Comment 3:

Please revise to explain why the Larkspur Board obtained a
fairness opinion and clarify the financial point of view used by the fairness advisor. In this regard, also tell us whether, and if
so, how the fairness advisor considered fairness from the financial point of view of unaffiliated shareholders.

Response:

It is respectfully submitted that the Form S-4
discloses that Cassel Salpeter’s opinion only addressed whether, as of the date of the opinion, the Acquisition Merger Shares to
be issued in the Business Combination in the aggregate pursuant to the Business Combination Agreement was fair, from a financial point
of view, to Larkspur. The requested disclosure has been added on page 116.

September 27, 2022

Page 3

Interests of Larkspur’s Directors
and Officers in the Business Combination

Comment 4:

Please revise the conflicts of interest discussion so that it highlights
all material interests in the transaction held by the sponsor and the company’s officers and directors. This could include fiduciary
or contractual obligations to other entities as well as any interest in, or affiliation with, the target company. In this regard, please
ensure that the discussion includes:

 ● all
                                            of the interests listed on pages 82, 144, and 145;

 ● which
                                            directors and officers of Larkspur may be deemed to have or share beneficial ownership of
                                            the founder shares;

 ● the
                                            risk that the sponsor will benefit from the completion of a business combination and may
                                            be incentivized to complete an acquisition of a less favorable target company or on terms
                                            less favorable to shareholders rather than liquidate;

 ● that
                                            the sponsor and its affiliates can earn a positive rate of return on their investment, even
                                            if other SPAC shareholders experience a negative rate of return in the post-business combination
                                            company;

 ● how
                                            the board considered these conflicts in negotiating and recommending the business combination.

Response:

In response to the Staff’s comment, the
Company has revised the conflicts of interest discussion on pages 23 to 25 to highlight all material interests in the
transaction held by the sponsor and the Company’s officers and directors, and to discuss how the board considered these
conflicts in negotiating and recommending the business combination.

Comment 5:

Please quantify the aggregate dollar amount and describe the nature
of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of
loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar
disclosure for the company’s officers and directors, if material.

Response:

In response to the Staff’s comment, the
Company has revised the disclosure on pages 24 and 25.

Comment 6:

Your charter waives the corporate opportunities
doctrine. Please address this potential conflict of interest and whether it impacted your search for an acquisition target.

Response:

The Company acknowledges the Staff’s comment
and respectfully advises the Staff that the Company is not aware of any officer or director that was required to forego presenting any
opportunity to acquire a target to the Company as a result of any pre-existing fiduciary or contractual obligation and, to the Company’s
knowledge, the waiver of the corporate opportunities doctrine did not impact the Company’s search for an acquisition target.

September 27, 2022

Page 4

Expected Accounting Treatment

Comment 7:

We note that the merger will be accounted for as a reverse
recapitalization with ZyVersa being the accounting acquirer. This determination is primarily based on ZyVersa stockholders comprising
a relative majority of the voting power of the Combined Entity, having the ability to nominate a majority of the members of the Board
of the Combined Entity, and the Combined Entity’s senior management will comprise of the senior management of ZyVersa. Your disclosures
on page 170 indicate that in a no redemption situation, ZyVersa stockholders will only own 46.7% of the shares outstanding. Please address
your consideration of this factor in determining that ZyVersa stockholders will comprise a relative majority of the voting power. Please
also further help us understand your consideration of the guidance in ASC 805-10-55-10 through 55-15 as far as determining the accounting
acquirer by telling us the total number of expected Board members and the number that can be elected or appointed by the ZyVersa shareholders.
Please also tell us how many senior management positions will be comprised of the senior management of ZyVersa.

Response:

After the closing of the Transactions and assuming no redemptions by
Larkspur’s public stockholders, existing ZyVersa shareholders will retain 100% of their equity ownership and will own approximately
44.60% of the pro forma combined company. Assuming 100% redemptions, ZyVersa shareholders will own approximately 73.5% of the pro forma
combined company.

Post close, there will be seven directors – 6 named by ZyVersa
and 1 named by Larkspur. Currently, the following have been named Directors:

Stephen Glover, Chairman (ZyVersa designee)

Robert Finizio, Director (ZyVersa designee)

Min-Chul Park, Director (ZyVersa designee)

Daniel O’Connor, Director (Larkspur designee)

3 additional Directors to be named by ZyVersa

Post close, the management of ZyVersa will be the management of the
combined company, consisting of:

Stephen Glover, Chief Executive Officer and Chairman

Nicholas LaBella Jr, Chief Scientific Officer

Karen Cashmere, Chief Commercial Officer

Peter Wolfe, Chief Financial Officer

Post close, it is expected that the combined company will use the ZyVersa
name.

Post close, it is expected the combined company will continue the operations
of legacy ZyVersa.

Guidance:

Accounting Standards Codification Topic 810 – Consolidation

The first step is to determine if the VIE model is applicable. The
following flowchart walks through this analysis.

September 27, 2022

Page 5

 ● Is the entity a legal entity?

Yes, ZyVersa is a corporation that holds assets
and conducts business activities.

 ● Does a scope exception apply?

No. The transaction and entities do not meet any of the scope
exceptions.

 ● Does the VIE scope exception apply?

Yes. 810-15-17-d is applicable as ZyVersa is a business and
does not meet the exceptions in 1-4.

September 27, 2022

Page 6

As such the VIE model is not appropriate and the voting model should
be used to assess consolidation.

15-8 “For legal entities other than limited partnerships, the
usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership
by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition
pointing towards consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease,
agreement with other shareholders, or by court decree.

September 27, 2022

Page 7

Analysis Under Minimum Redemption:

Factors to consider include:

 a. Relative voting rights in the combined entity after the business combination:

ZyVersa will retain approximately 44% assuming no redemptions,. In
addition, see the attached capital table exhibit A, post transaction.

 b. The existence of a large minority voting interest:

Larkspur Sponsor will retain approximately 11% assuming no
redemptions. INCON Co, Ltd, a current investor of ZyVersa will retain approximately 8% of the then combined entity. Stephen Glover will
retain approximately a 5% ownership in the combined entity.

This factor does not heavily point toward either Larkspur
or ZyVersa as the controlling minority entity.

September 27, 2022

Page 8

 c. The composition of the governing body of the combined entity:

Post close there will be seven directors – 6 named
by ZyVersa and 1 named by Larkspur. Currently, the following have been named Directors:

Stephen Glover, Chairman (ZyVersa designee)

Robert Finizio, Director (ZyVersa designee)

Min-Chul Park, Director (ZyVersa designee)

Daniel O’Connor, Director (Larkspur designee)

3 additional Directors to be named by ZyVersa

As such, this factor points to ZyVersa as the acquirer.

 d. The composition of senior management:

Post close the management of ZyVersa will be the management
of the combined company, consisting of:

Stephen Glover, Chief Executive Officer and Chairman

Nicholas LaBella Jr, Chief Scientific Officer

Karen Cashmere, Chief Commercial Officer

Peter Wolfe, Chief Financial Officer

As such, this factor points to ZyVersa as the acquirer.

 e. The terms of the exchange of equity interests:

No premium paid or assumed. Larskpur obtained an independent
third party fairness opinion which justified the $85 million purchase price.

Management has concluded under the minimum redemption scenario that
it is expected that ZyVersa will be accounted for as the accounting acquiror under a reverse recapitalization accounting model, even though
under this unlikely limited redemption scenario, the Zyversa ownership will be marginally less than 50%, based on:

 ● Zyversa naming a majority of Board;

 ● Senior management team will carry over from ZyVersa;

 ● Continuing business and operation will be that of ZyVersa;
and

 ● ZyVersa name will be the name of the new entity.

September 27, 2022

Page 9

Risk Factors

Our business is dependent on the successful
development, regulatory approval, and commercialization of our product candidates …

Comment 8:

We note your disclosure on page 43 that an initial request for an
Orphan Drug Designation for FGFS “was unable to be granted by the FDA . . .based on submission of preclinical data generated
on a prevention model[.]” Please revise here, and elsewhere, where applicable, to clarify who submitted this request, when it
was submitted and the reasons FDA provided for not approving the designation.

Response:

The Company respectfully acknowledges the Staff’s
comment and has added the requested disclosure on page 43 which includes additional information regarding ZyVersa’s orphan drug
request.

Risks Related to Ownership of Combined
Entity Common Stock and this Business Combination

Comment 9:

Please highlight the material risks to public warrant holders,
including those arising from differences between private and public warrants. Clarify whether recent common stock trading prices
exceed the threshold that would allow the company to redeem public warrants. Clearly explain the steps, if any, the company will
take to notify all shareholders, including beneficial owners, regarding when the warrants become eligible for redemption.

Response:

In response to the Staff’s comment, the
Company has revised its disclosure on page 73 of the Registration Statement.

Insiders will continue to have substantial
influence over the Combined Entity after the Closing which could limit …

Comment 10:

We note that this risk factor appears internally inconsistent.
In this regard, the first paragraph assumes maximum redemptions while the last paragraph assumes no public redemptions. Please reconcile
or advise.

Response:

In response to the Staff’s comment, the
Company has revised the disclosure on page 77.

September 27, 2022

Page 10

The Proposed Charter will provide, subject
to limited exceptions, that the Court of Chancery will be the sole and exclusive forum …

Comment 11:

Please revise to include the risks that your exclusive forum provision
may result in increased costs for investors to bring a claim.

Response:

In response to the Staff’s comment, the
Company has revised the disclosure on page 78.

The Business Combination Agreement

Background of the Business Combination

Comment 12:

We note your disclosure on page 103 that during January 2022 “Larkspur
worked with A.G.P./Alliance Global Partners, the underwriter in Larkspur’s initial public offering, to get their understanding of
ZyVersa.” Please disclose whether, in addition to serving as Larkspur’s underwriter, A.G.P./Alliance Global Partners served in any
formal or informal advisor capacity and clarify its role in the business co

United States securities and exchange commission logo
September 12, 2022
Daniel O’Connor
Chairman and Chief Executive Officer
Larkspur Health Acquisition Corp.
100 Somerset Corporate Blvd., 2nd Floor
Bridgewater, New Jersey 08807
Re:Larkspur Health Acquisition Corp.
Registration Statement on Form S-4
Filed August 12, 2022
File No. 333-266838
Dear Mr. O’Connor:
            We have reviewed your 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.
Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
ZyVersa Therapeutics, Inc., page 18
1.Please revise the first sentence of the section to clarify the development status of
ZyVersa's business.  In this regard, we note that you identify ZyVersa as "clinical stage";
however, the disclosures elsewhere in the proxy/prospectus indicate that the company has
not conducted any clinical trials to date. Also revise to highlight ZyVersa's history of net
losses and the going concern opinion issued by its auditors.
2.Please revise the summary here and on page 98 to clarify VAR 200's current stage of
clinical development and specify which license agreements are related to VAR 200 and IC
100.

 FirstName LastNameDaniel O’Connor
 Comapany NameLarkspur Health Acquisition Corp.
 September 12, 2022 Page 2
 FirstName LastNameDaniel O’Connor
Larkspur Health Acquisition Corp.
September 12, 2022
Page 2
Opinion of Financial Advisor to Larkspur, page 20
3.Please revise to explain why the Larkspur Board obtained a fairness opinion and clarify
the financial point of view used by the fairness advisor.  In this regard, also tell us
whether, and if so, how the fairness advisor considered fairness from the financial point
of view of unaffiliated shareholders.
Interests of Larkspur's Directors and Officers in the Business Combination, page 23
4.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company’s officers and directors.  This
could include fiduciary or contractual obligations to other entities as well as any interest
in, or affiliation with, the target company.  In this regard, please ensure that the discussion
includes:
•all of the interests listed on pages 82, 144, and 145;
•which directors and officers of Larkspur may be deemed to have or share beneficial
ownership of the founder shares;
•the risk that the sponsor will benefit from the completion of a business combination
and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate;
•that the sponsor and its affiliates can earn a positive rate of return on their investment,
even if other SPAC shareholders experience a negative rate of return in the post-
business combination company;
•how the board considered these conflicts in negotiating and recommending the
business combination.
5.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of loans extended, fees due, and out-of-pocket expenses for
which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure
for the company’s officers and directors, if material.
6.Your charter waives the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Expected Accounting Treatment, page 25
7.We note that the merger will be accounted for as a reverse recapitalization with ZyVersa
being the accounting acquirer.  This determination is primarily based on ZyVersa
stockholders comprising a relative majority of the voting power of the Combined
Entity, having the ability to nominate a majority of the members of the Board of the
Combined Entity, and the Combined Entity’s senior management will comprise of the
senior management of ZyVersa.  Your disclosures on page 170 indicate that in a no
redemption situation, ZyVersa stockholders will only own 46.7% of the shares
outstanding.  Please address your consideration of this factor in determining that ZyVersa

 FirstName LastNameDaniel O’Connor
 Comapany NameLarkspur Health Acquisition Corp.
 September 12, 2022 Page 3
 FirstName LastNameDaniel O’Connor
Larkspur Health Acquisition Corp.
September 12, 2022
Page 3
stockholders will comprise a relative majority of the voting power.  Please also further
help us understand your consideration of the guidance in ASC 805-10-55-10 through 55-
15 as far as determining the accounting acquirer by telling us the total number of expected
Board members and the number that can be elected or appointed by the ZyVersa
shareholders.  Please also tell us how many senior management positions will be
comprised of the senior management of ZyVersa.
Risk Factors
Our business is dependent on the successful development, regulatory approval and
commercialization of our product candidates. . ., page 42
8.We note your disclosure on page 43 that an initial request for an Orphan Drug Designation
for FGFS "was unable to be granted by the FDA . . .based on submission of preclinical
data generated on a prevention model[.]"  Please revise here, and elsewhere, where
applicable, to clarify who submitted this request, when it was submitted and the reasons
FDA provided for not approving the designation.
Risks Related to Ownership of Combined Entity Common Stock and this Business Combination,
page 73
9.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
Insiders will continue to have substantial influence over the Combined Entity after the Closing,
which could limit. . ., page 76
10.We note that this risk factor appears internally inconsistent.  In this regard, the first
paragraph assumes maximum redemptions while the last paragraph assumes no public
redemptions.  Please reconcile or advise.
The Proposed Charter will provide, subject to limited exceptions, that the Court of Chancery will
be the sole and exclusive forum. . ., page 78
11.Please revise to include the risks that your exclusive forum provision may result in
increased costs for investors to bring a claim.
The Business Combination Agreement
Background of the Business Combination, page 100
12.We note your disclosure on page 103 that during January 2022 "Larkspur worked with
A.G.P./Alliance Global Partners, the underwriter in Larkspur’s initial public offering, to
get their understanding of ZyVersa." Please disclose whether, in addition to serving as

 FirstName LastNameDaniel O’Connor
 Comapany NameLarkspur Health Acquisition Corp.
 September 12, 2022 Page 4
 FirstName LastNameDaniel O’Connor
Larkspur Health Acquisition Corp.
September 12, 2022
Page 4
Larkspur's underwriter, A.G.P./Alliance Global Partners served in any formal or informal
advisor capacity and clarify its role in the business combination process.
13.Please revise the disclosure on page 103 to identify the material terms of the letter of
intent proposal, including any material terms that differed from the February 3rd term
sheet.
14.We note that the transaction consideration was provisionally valued at $130 million in
February 2022, but by June 2022, "based upon a decline in the market conditions and
market feedback, Larkspur and ZyVersa agreed to revise the transaction consideration to
$85 million."  Please briefly disclose the market conditions and market feedback that led
to this decrease in value.  In this regard, we note that the Business Combination
Agreement was revised multiple times during the pendency of the business
combination.  If these revisions included changes to the consideration amount, please so
specify.
15.Please revise the Background section to clarify the due diligence that Larkspur
conducted.  In this regard, we note numerous general references to due diligence but it is
unclear what aspects of ZyVersa business and/or issues were the most significant from
Larkspur's perspective.
Recommendation of the Larkspur Health Acquisition Corp. Board and Reasons for the Business
Combination, page 107
16.We note your disclosure on page 108 that ZyVersa has established a relationship with the
University of Miami Miller School of Medicine to discover, in-license, develop, and
commercialize therapeutics. Please revise to disclose the material terms of this
arrangement.  Please also file the agreement as an exhibit pursuant to Item 601(b)(10) of
Regulation S-K. For additional guidance concerning oral contracts, please refer to
Compliance Disclosure Interpretations, Regulation S-K, Q. 146.04.
Opinion of Cassel Salpeter & Co., LLC, page 116
17.We note your disclosure on page 117 that Cassel Salpeter & Co., LLC
reviewed ZyVersa's projections for the years ending December 31, 2022, 2023 and 2024
and your disclosure on page 118 that Cassel Salpeter used and relied upon the Projections
for purposes of its analyses and opinion.  Please disclose these projections and any "other
internal financial information" upon which Cassel Salpeter & Co. relied to render its
fairness opinion.
18.We note that Cassel Salpeter conducted: (1) a selected companies analysis; (2) a selected
transactions analysis; and (3) a selected initial public offering/reverse merger analysis and
that, for each analysis, Cassel Salpeter utilized data that it "deemed relevant."  Please
disclose the criteria it used to determine relevance.  Additionally:
•for the selected companies analysis, denote which of the selected companies
had "Less Than $10,000 2023 E Revenue."

 FirstName LastNameDaniel O’Connor
 Comapany NameLarkspur Health Acquisition Corp.
 September 12, 2022 Page 5
 FirstName LastNameDaniel O’Connor
Larkspur Health Acquisition Corp.
September 12, 2022
Page 5
•for the selected transactions analysis, disclose the resulting high, low, mean and
median financial data;
•for the selected IPO/reverse merger analysis, denote which of the selected
transactions occurred "prior to Phase I trials."
Proposal No. 2 - The Charter Proposal, page 146
19.Please revise to include Annexes B and C with highlighted changes.  With regard
to Proposal 2 and with reference to Rule 14a-4(a)(3) , please provide holders with an
opportunity to express a view with respect to each of the amended supermajority voting
provisions contained in the proposed charter.

Unaudited Pro Forma Condensed Combined Financial Information, page 162
20.Adjustment 4(d) reflects an issuance of $7 million of Series A preferred stock whereas
disclosures elsewhere, including on page 31, indicate an issuance of $23.2 million of
which $16.2 million will be used to settle certain liabilities and transaction costs.  It is not
clear why the $23.2 million is not reflected as the issuance amount in the pro forma
financial information with additional adjustments to show the payments made to settle
liabilities and transaction costs.  Please advise or revise as necessary.
21.Regarding adjustment 4(g), it is not clear why the adjustment does not also impact APIC.
Please advise or revise as necessary.

22.Your disclosures on page F-25 indicate that redemptions cannot cause the Company’s net
tangible assets to fall below $ 5,000,001.  Please help us understand what consideration
was given to this in the maximum redemption scenario.
23.It is not clear why the pro forma statement of operation for the year ended December 31,
2021 does not appear to reflect the transaction costs discussed in note 4(c).  We remind
you of the updated guidance in Article 11-02(a)(6) of Regulation S-X and Section II.D of
SEC Release 33-10786 which includes guidance regarding the inclusion of transaction
accounting adjustments for nonrecurring items.  Please advise or revise as necessary.
24.We note your disclosures on page F-57 regarding the Series A Preferred Stock being
convertible in certain situations including the closing of a transaction with a special
purpose acquisition company (“SPAC”) listed on the Nasdaq Stock Market in which the
Company would become a wholly owned subsidiary of the SPAC.  Please address what
consideration was given to these terms in determining how to reflect the Series A
Preferred Stock in your pro forma financial information.
25.In regards to the new Series A Convertible Preferred Stock Financing addressed in
adjustment 4(d), please expand your disclosures to discuss any redemption terms and
correspondingly how you determined these shares should be classified in equity pursuant
to ASC 480.

 FirstName LastNameDaniel O’Connor
 Comapany NameLarkspur Health Acquisition Corp.
 September 12, 2022 Page 6
 FirstName LastNameDaniel O’Connor
Larkspur Health Acquisition Corp.
September 12, 2022
Page 6
Legal Proceedings, page 177
26.Your disclosures on page 177 indicate that there is a risk factor section titled “Risk
Factors — Risks Related to the Company — ZyVersa is subject to claims and lawsuits
relating to intellectual property and other related matters, which could materially
adversely affect ZyVersa’s reputation, business and financial condition..."   It is not clear
where this risk factor section is provided.  Please also address your consideration of
the disclosures required by ASC 450-10-50 regarding any open legal matters.
Information About ZyVersa
Our Pipeline, page 185
27.With reference to your disclosure on page 184, please revise the pipeline table on page
186 so that it does not appear that you have conducted a Phase 1 trial for your lead
candidate. Also, add disclosure by footnote to clarify how the pre-clinical stage differs
from the development stage.

VAR 200 Opportunity, page 200
28.We note your disclosure that focal segmental glomerulosclerosis and Alport Syndrome are
orphan indications.  Please balance this disclosure with a statement that the FDA has not
yet granted orphan drug designation to VAR 200 in either indication.
Strategic Alliances and Arrangements, page 202
29.Please file your license agreements with L&F Research LLC and InflamaCORE, LLC
as exhibits pursuant to Item 601(b)(10) of Regulation S-K or tell us why you do not
believe you are required to file these agreements.  Moreover, provide disclosure about any
termination provisions found in these license agreements and quantify obligations that you
agreed to pay to InflamaCORE for its Selexis license.  If either of these agreements are
sub-licensed from the University of Miami, please so specify.  We note disclosure to this
effect on pages 112 and 113.
Intellectual Property, page 204
30.Please revise your discussion of the intellectual property connected to the license
agreements to: (1) disclose the type of patent protection in the L&F License Agreement
and (2) specify the jurisdiction of the "selected foreign countries" for the patent rights in
both license agreements.  Additionally, ensure that the related patent disclosure connected
to these licenses on pages 112 and 113 is aligned with the disclosure on this page.
31.We note your disclosure on page 205 that you “have issued patents[.]”  Please clarify
whether Z

CORRESP
1
filename1.htm

December 16, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Mr. Schiffman, Ms. Berkheimer, Ms.
Miller and Ms. Blume

Re: Larkspur Health Acquisition Corp.

Registration Statement
on Form S-1

File No. 333-256056

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PARTNERS, as representative of the
several underwriters, hereby joins Larkspur Health Acquisition Corp. (the “Company”) in requesting that the Securities and
Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-256056) (the “Registration
Statement”) to become effective on Monday, December 20, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, McDermott Will & Emery LLP, request by telephone that such Registration
Statement be declared effective.

Pursuant to Rule 460
of the General Rules and Regulations under the 1933 Act, the undersigned advise that approximately 415 copies of the Preliminary Prospectus
dated December 6, 2021 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors
and others.

The several underwriters
are aware of their obligations under and confirm that they are complying with the provisions of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended, including the delivery requirement contained in such Rule.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

CORRESP
1
filename1.htm

Larkspur Health Acquisition Corp.

100 Somerset Corporate Blvd., 2nd Floor

Bridgewater, New Jersey 08807

December 16, 2021

VIA EDGAR & TELECOPY

Division of Corporation Finance

Office of Trade and Services

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 RE: Larkspur Health Acquisition Corp. (the “Company”)

Registration Statement on Form S-1 (File No. 333-256056) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that
such Registration Statement will become effective as of 4:30 p.m. EST on December 20, 2021, or as soon thereafter as practicable.

    Very truly yours,

    Larkspur Health Acquisition Corp.

    By:
    /s/ Daniel J. O’Connor

    Name:
    Daniel J. O’Connor

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

    mwe.com

December
6, 2021

VIA
EDGAR AND EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington, D.C. 20549

 Attn: Todd
                                            Schiffman, 202-551-3491

                                            Sandra Hunter Berkheimer, 202-551-3758

                                            Michelle Miller, 202-551-3368

                                            Sharon Blume, 202-551-3474

    Re:
    Larkspur Health Acquisition Corp.

    Amendment No. 5 to Registration Statement on Form S-1

    Filed November 8, 2021

    File No. 333-256056

Ladies
and Gentlemen:

On
behalf of Larkspur Health Acquisition Corp. (the “Company”), we are writing to submit the Company’s responses to the
comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the
“Commission”) dated November 18, 2021, relating to the above referenced Amendment No. 5 to Registration Statement on Form
S-1 (File No. 333-256056) filed by the Company on November 8, 2021 (the “Registration Statement”).

Concurrent
with the submission of this letter, the Company is filing via EDGAR Amendment No. 6 to Registration Statement on Form S-1 (File No. 333-256056)
(“Amendment No. 6”), which reflects the Company’s responses to the comments received by the Staff and certain updated
information. We have also enclosed a courtesy copy of Amendment No. 6, marked to indicate changes from the Registration Statement filed
on November 8, 2021, as Exhibit A. For your convenience, the Company is also delivering via email a copy of this letter.

For
ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto. Capitalized
terms used herein but not defined herein have the meanings given to such terms in Amendment No. 6.

Amendment
to Form S-1

Summary,
page 1

 1. Please
                                            provide a more detailed definition of the “Additional Sponsor Investors.”

Response:
In response to the Staff’s comments, we have revised page 1 of the registration statement to provide a more detailed definition
of the “Additional Sponsor Investors.”

Common
Stock, page 11

 2. Please
                                            indicate if the total includes the 21,777 shares of Class B common stock issued to Francis
                                            Knuettel II as reflected in Exhibit 10.21. If appropriate, please make corresponding revisions
                                            throughout the prospectus to reference this issuance. In addition, tell us whether Francis
                                            Knuettel II has registration rights as we note that he did not sign Exhibit 10.9 as an Additional
                                            Sponsor Investor. Finally, tell us what relation Francis Knuettel II has to any of the parties
                                            in this offering.

Response:
In response to the Staff’s comments, we have clarified in footnote 2 on page 11 of the registration statement that the total
includes the reissuance of 21,777 shares of Class B common stock to Francis Knuettel II. We have also made corresponding revisions
throughout the prospectus. Francis Knuettel II and the other Additional Sponsor Investors have registration rights and will sign the
Registration Rights Agreement in the form filed as Exhibit 10.9. Thomas Poletti, one of the Additional Sponsor Investors, is one of
the attorneys and a partner of Manatt, Phelps & Phillips, LLP, the underwriter’s counsel. Neither Francis Knuettel II nor
any of the other Additional Sponsor Investors have any relations to the parties in this offering.

Limited
payments to insiders, page 27

 3. Please
discuss Mr. Briones interest in the Brio Agreement which you disclose on page 125.

Response:
In response to the Staff’s comments, we have discussed Mr. Briones’s interest in the Brio Agreement on page 27 of the registration
statement.

Principal
Stockholders, page 122

 4. Clarify
                                            how Footnote 4 applies to Messrs. O’Connor and Briones. In addition, tell us why Larkspur
                                            Health LLC is not listed in the table.

Response:
In response to the Staff’s comments, we have revised the footnotes on page 123 of the registration statement. In addition, we have
listed Larkspur Health LLC in the principal stockholders table.

Please
contact me at 212-547-5885 if you have any questions or require any additional information in connection with this letter or the Company’s
submission of its Registration Statement on Form S-1.

Sincerely,

/s/
Robert Cohen

cc:
Daniel J. O’Connor, Chief Executive Officer

United States securities and exchange commission logo
November 18, 2021
David Briones
Managing Member
Larkspur Health Acquisition Corp.
100 Somerset Corporate Blvd., 2nd Floor
Bridgewater, New Jersey 08807
Re:Larkspur Health Acquisition Corp.
Amendment No. 5 to Registration Statement on Form S-1
Filed November 8, 2021
File No. 333-256056
Dear Mr. Briones:
            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.
Amendment to Form S-1
Summary, page 1
1.Please provide a more detailed definition of the "Additional Sponsor Investors."
Common Stock, page 11
2.Please indicate if the total includes the 21,777 shares of Class B common stock issued
to Francis Knuettel II as reflected in Exhibit 10.21. If appropriate, please make
corresponding revisions throughout the prospectus to reference this issuance. In addition,
tell us whether Francis Knuettel II has registration rights as we note that he did not sign
Exhibit 10.9 as an Additional Sponsor Investor. Finally, tell us what relation Francis
Knuettel II has to any of the parties in this offering.

 FirstName LastNameDavid  Briones
 Comapany NameLarkspur Health Acquisition Corp.
 November 18, 2021 Page 2
 FirstName LastName
David  Briones
Larkspur Health Acquisition Corp.
November 18, 2021
Page 2
Limited payments to insiders, page 27
3.Please discuss Mr. Briones interest in the Brio Agreement which you disclose on page
125.
Principle Stockholders, page 122
4.Clarify how Footnote 4 applies to Messrs. O'Connor and Briones. In addition, tell us
why Larkspur Health LLC is not listed in the table.
            You may contact Michelle Miller at 202-551-3368 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Todd Schiffman at 202-551-3491 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
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    mwe.com

July 27, 2021

VIA EDGAR AND EMAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Todd Schiffman, 202-551-3491

    Sandra Hunter Berkheimer, 202-551-3758

    Michelle Miller, 202-551-3368

    Sharon Blume, 202-551-3474

    Re:
    Larkspur Health Acquisition Corp.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed July 7, 2021

    File No. 333-256056

Ladies and Gentlemen:

On behalf of Larkspur Health Acquisition
Corp. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
dated July 15, 2021, relating to the above referenced Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-256056)
filed by the Company on July 7, 2021 (the “Registration Statement”).

Concurrent with the submission of this letter,
the Company is filing via EDGAR Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-256056) (“Amendment No. 3”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. We have also enclosed
a courtesy copy of Amendment No. 3, marked to indicate changes from the Registration Statement filed on July 7, 2021, as Exhibit A. For
your convenience, the Company is also delivering via email a copy of this letter.

For ease of review, we have set forth below each
of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein but not defined herein
have the meanings given to such terms in Amendment No. 3.

Amendment No. 2 to Registration Statement on Form S-1

Exhibit 4.4 (Warrant Agreement), page II-7

 1. We note Section 9.3 of your Warrant Agreement provides that any action, proceeding or claim arising
out of or relating in any way to the agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York. Please revise this provision to state the extent to which the provision applies
to actions arising under the Exchange Act and the Securities Act, consistent with your prospectus disclosure. In the alternative, tell
us how you will make future investors aware of the applicability of the provision to the Securities Act and Exchange Act actions.

Response: In response to the
Staff’s comments, we have revised Section 9.3 of the Warrant Agreement to reflect that the exclusive forum provision does not apply
to actions brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts
of the United States of America are the sole and exclusive forum.

Please contact me at 212-547-5885 if you have
any questions or require any additional information in connection with this letter or the Company’s submission of its Registration
Statement on Form S-1.

    Sincerely,

    /s/ Robert Cohen

cc: Daniel J. O’Connor, Chief Executive Officer

United States securities and exchange commission logo
July 15, 2021
David Briones
Managing Member
Larkspur Health Acquisition Corp.
100 Somerset Corporate Blvd., 2nd Floor
Bridgewater, New Jersey 08807
Re:Larkspur Health Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 7, 2021
File No. 333-256056
Dear Mr. Briones:
            We have reviewed your amended registration statement and have the following
comment.  Please respond to this letter by amending your registration statement and providing
the requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Exhibit 4.4 (Warrant Agreement), page II-7
1.We note Section 9.3 of your Warrant Agreement provides that any action, proceeding or
claim arising out of or relating in any way to the agreement shall be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern
District of New York.  Please revise this provision to state the extent to which the
provision applies to actions arising under the Exchange Act and the Securities Act,
consistent with your prospectus disclosure.  In the alternative, tell us how you will make
future investors aware of the applicability of the provision to Securities Act and Exchange
Act actions.

 FirstName LastNameDavid  Briones
 Comapany NameLarkspur Health Acquisition Corp.
 July 15, 2021 Page 2
 FirstName LastName
David  Briones
Larkspur Health Acquisition Corp.
July 15, 2021
Page 2
            You may contact Michelle Miller at 202-551-3368 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

    mwe.com

July 7, 2021

VIA EDGAR AND EMAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Todd Schiffman, 202-551-3491

Sandra Hunter Berkheimer, 202-551-3758

Michelle Miller, 202-551-3368

Sharon Blume, 202-551-3474

    Re:
    Larkspur Health Acquisition Corp.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed June 21, 2021

    File No. 333-256056

Ladies and Gentlemen:

On behalf of Larkspur Health Acquisition Corp.
(the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated June 30, 2021, relating
to the above referenced Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-256056) filed by the Company on June 21, 2021
(the “Registration Statement”).

Concurrent with the submission of this letter,
the Company is filing via EDGAR Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-256056) (“Amendment No. 2”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. We have also enclosed
a courtesy copy of Amendment No. 2, marked to indicate changes from the Registration Statement filed on June 21, 2021, as Exhibit A. For
your convenience, the Company is also delivering via email a copy of this letter.

For ease of review, we have set forth below each
of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein but not defined herein
have the meanings given to such terms in Amendment No. 2.

Amendment No. 1 to Registration Statement on Form S-1

Risk Factors

Because the warrants and warrants underlying the private units are
classified as a liability, we will incur significant expense………, page 37

 1. This risk factor appears to be a holdover from your initial registration statement since your warrants
have been reclassified from a liability to equity. Please remove or revise accordingly.

Response: In response to the
Staff’s comments, we have revised the registration statement to delete this risk factor.

Our warrants and founder shares may have an
adverse effect………, page 62

 2. You disclosed that private warrants are identical to the warrants sold as part of the units in this
offering except that they will be entitled to registration rights. However, under the terms of the warrant agreement for your public warrants,
you have agreed that as soon as practical, you will use your best efforts to file a registration statement for the registration under
the Securities Act of the issuance of the shares of Class A common stock issuable upon exercise of the warrants. Based on your disclosure,
it appears that both public and private warrants will be entitled to registration rights. Please clarify and revise your disclosures accordingly.

Response: In response to the
Staff’s comments, we have revised the registration statement to clarify that private warrants are identical to the warrants sold
as part of the units in this offering except that private warrants will not be transferable, assignable or salable until after the consummation
of our initial business combination except to permitted transferees, and there is no redemption rights or liquidating distributions from
the trust account with respect to the private warrants.

 3. You disclose that private warrants have terms and provisions that are identical to those of the warrants
being sold as part of the units in the offering, including as to exercise price, exercisability and exercise period except that private
warrants (including the Class A common stock issuable upon exercise of the private warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination. We also note your disclosure on page 17, that there will be no
redemption rights or liquidating distributions from the trust account with respect to the private shares or private warrants and that
your initial stockholders have agreed to waive their redemption rights with respect to any private shares under certain circumstances.
Based on your disclosure, it appears that your private and public warrant redemption/liquidation rights may be different. Please clarify
and revise your disclosures accordingly.

Response: In response to the
Staff’s comments, we have revised the registration statement to clarify that private warrants are identical to the warrants sold
as part of the units in this offering except that private warrants will not be transferable, assignable or salable until after the consummation
of our initial business combination except to permitted transferees, and there is no redemption rights or liquidating distributions from
the trust account with respect to the private warrants.

Capitalization, page 75

 4. We note you reclassified the public and private warrants from a liability to equity. Please file the
warrant agreement with your next amendment, so that we can fully evaluate your intended accounting. Tell us whether any provisions were
removed or revised in order to support equity classification.

Response: In response to the
Staff’s comment, we will file the form of warrant agreement with Amendment No. 2. The form of warrant agreement was agreed to by
all parties on June 14, 2021, subsequent to the initial filing of the Registration Statement. The warrant agreement will be signed at
closing.

Please contact me at 212-547-5885 if you have
any questions or require any additional information in connection with this letter or the Company’s submission of its Registration
Statement on Form S-1.

Sincerely,

    /s/ Robert
    Cohen

cc: Daniel J. O’Connor, Chief Executive Officer

United States securities and exchange commission logo
June 30, 2021
David Briones
Managing Member
Larkspur Health Acquisition Corp.
100 Somerset Corporate Blvd., 2nd Floor
Bridgewater, New Jersey 08807
Re:Larkspur Health Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 21, 2021
File No. 333-256056
Dear Mr. Briones:
            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.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
Because the warrants and warrants underlying the private units are classified as a liability, we
will incur significant expense........, page 37
1.This risk factor appears to be a holdover from your initial registration statement since your
warrants have been reclassified from a liability to equity.  Please remove or revise
accordingly.
Our warrants and founder shares may have an adverse effect ........., page 62
2.You disclose that private warrants are identical to the warrants sold as part of the units in
this offering except that they will be entitled to registration rights.  However, under the
terms of the warrant agreement for your public warrants,  you have agreed that as soon as

 FirstName LastNameDavid  Briones
 Comapany NameLarkspur Health Acquisition Corp.
 June 30, 2021 Page 2
 FirstName LastName
David  Briones
Larkspur Health Acquisition Corp.
June 30, 2021
Page 2
practicable, you will use your best efforts to file a registration statement for the
registration under the Securities Act of the issuance of the shares of Class A common
stock issuable upon exercise of the warrants. Based on your disclosure, it appears that
both public and private warrants will be entitled to registration rights.  Please clarify and
revise your disclosures accordingly.
3.You disclose that private warrants have terms and provisions that are identical to those of
the warrants being sold as part of the units in the offering, including as to exercise price,
exercisability and exercise period except that private warrants (including the Class A
common stock issuable upon exercise of the private warrants) will not be transferable,
assignable or salable until 30 days after the completion of our initial business
combination. We also note your disclosure on page 17, that there will be no redemption
rights or liquidating distributions from the trust account with respect to the private shares
or private warrants and that your initial stockholders have agreed to waive their
redemption rights with respect to any private shares under certain circumstances. Based on
your disclosure, it appears that your private and public warrant redemption/liquidation
rights may be different. Please clarify and revise your disclosures accordingly.
Capitalization, page 75
4.We note you reclassified the public and private warrants from a liability to equity.  Please
file the warrant agreement with your next amendment, so that we can fully evaluate your
intended accounting. Tell us whether any provisions were removed or revised in order to
support equity classification.
            You may contact Michelle Miller at 202-551-3368 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

    mwe.com

June 21, 2021

VIA EDGAR AND EMAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Todd Schiffman, 202-551-3491

Sandra Hunter Berkheimer, 202-551-3758

Michelle Miller, 202-551-3368

Sharon Blume, 202-551-3474

 Re: Larkspur Health Acquisition Corp.

Registration Statement on Form S-1 (File No. 333-256056)

Filed on May 13, 2021

Ladies and Gentlemen:

On behalf of Larkspur Health Acquisition Corp.
(the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated June 9, 2021, relating
to the above referenced Registration Statement on Form S-1 (File No. 333-256056) filed by the Company on May 13, 2021 (the “Registration
Statement”).

Concurrent with the submission of this letter,
the Company is filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-256056) (“Amendment No.
1”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. We have
also enclosed a courtesy copy of Amendment No. 1, marked to indicate changes from the Registration Statement filed on May 13, 2021, as
Exhibit A. For your convenience, the Company is also delivering via email a copy of this letter.

For ease of review, we have set forth below each
of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein but not defined herein
have the meanings given to such terms in Amendment No. 1.

Registration Statement on Form S-1 filed May 13, 2021

Table of Contents, page i

 1. Reference is made to the penultimate sentence of the final paragraph on page i. Please revise to delete
“we cannot assure you of the accuracy or completeness of such information contained in this prospectus.” The registrant is
responsible for the accuracy and completeness of the information in the prospectus.

Response: In response to the
Staff’s comments, we have revised the registration statement to delete the sentence “we cannot assure you of the accuracy
or completeness of such information contained in this prospectus.”

If we seek stockholder approval of our initial
business combination, our initial stockholders have agreed to vote in favor…, page 31

 2. Please clarify whether the representative has agreed to vote in favor of your initial business combination.
We note that the representative seems to be covered in the definition of “initial stockholders” on page 1.

Response: In response to the
Staff’s comments, we have revised the registration statement to clarify that the representative has agreed to vote in favor of the
Company’s initial business combination.

Conflicts of Interest, page 114

 3. Reference is made to Footnote 2 of the table on page 116. According to the footnote, the sponsor, Larkspur
Health LLC, would have priority relative to the company. Please clarify whether this is accurate.

Response: In response to the
Staff’s comments, we have revised the registration statement to delete Larkspur Health, LLC from the table in the Conflicts of Interest
section.

Principal Stockholders, page 118

 4. Please disclose the natural person(s) who exercise the voting and/or investment power with respect
to the securities held by A.G.P.

Response: In response to the
Staff’s comment, we have revised the registration statement to disclose the natural persons who exercise voting and/or investment
power with respect to the securities held by A.G.P. in the table in the Principal Stockholders section.

Please contact me at 212-547-5885 if you have
any questions or require any additional information in connection with this letter or the Company’s submission of its Registration
Statement on Form S-1.

    Sincerely,

    /s/ Robert Cohen

    cc: Daniel J. O’Connor, Chief Executive Officer

United States securities and exchange commission logo
June 9, 2021
David Briones
Managing Member
Larkspur Health Acquisition Corp.
100 Somerset Corporate Blvd., 2nd Floor
Bridgewater, New Jersey 08807
Re:Larkspur Health Acquisition Corp.
Registration Statement on Form S-1
Filed May 13, 2021
File No. 333-256056
Dear Mr. Briones:
            We have reviewed your 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.
Registration Statement on Form S-1 filed May 13, 2021
Table of Contents, page i
1.Reference is made to the penultimate sentence of the final paragraph on page i.  Please
revise to delete "we cannot assure you of the accuracy or completeness of such
information contained in this prospectus." The registrant is responsible for the accuracy
and completeness of the information in the prospectus.
If we seek stockholder approval of our initial business combination, our initial stockholders have
agreed to vote in favor..., page 31
2.Please clarify whether the representative has agreed to vote in favor of your initial
business combination. We note that the representative seems to be covered in the
definition of "initial stockholders" on page 1.

 FirstName LastNameDavid  Briones
 Comapany NameLarkspur Health Acquisition Corp.
 June 9, 2021 Page 2
 FirstName LastName
David  Briones
Larkspur Health Acquisition Corp.
June 9, 2021
Page 2
Conflicts of Interest, page 114
3.Reference is made to Footnote 2 of the table on page 116. According to the footnote, the
sponsor, Larkspur Health LLC, would have priority relative to the company. Please clarify
whether this is accurate.
Principal Stockholders, page 118
4.Please disclose the natural person(s) who exercise the voting and/or investment power
with respect to the securities held by A.G.P.
            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.
            You may contact Michelle Miller at 202-551-3368 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance