Sanaby Health Acquisition Corp. I
2625 Middlefield Road #990
Palo Alto, CA 94306
VIA EDGAR
October 7, 2021
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attn: Ruairi Regan and Pam Long
| Re: | Sanaby Health Acquisition Corp. I |
Registration Statement on Form S-1
Submitted September 22, 2021
SEC File Number: 333-259728
Dear Mr. Regan and Ms. Long:
Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company,” “we,” “our” or “us”), hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated October 5, 2021, regarding the Company’s Registration Statement on Form S-1 submitted to the Commission on September 22, 2021 (the “Registration Statement”). For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response. Concurrently with the transmission of this letter, we are publicly re-filing the Company’s Amendment No. 1 to Registration Statement on Form S-1 (the “Amended Registration Statement”) with the Commission through EDGAR.
Registration Statement on Form S-1 submitted September 22, 2021
Use of Proceeds, page 65
| 1. | Disclosure on page 116 states that you have engaged CCM to provide advisory services for an upfront fee of $900,000 upon closing of the offering, and a deferred fee of $1,575,000 (or $1,811,250 if the over-allotment option is exercised) upon consummation of the business combination. Please revise your use of proceeds section to disclose payment of the upfront and deferred fees and the relationship between CCM and the sponsor. Please also file the agreement with CCM as an exhibit to the registration statement.
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We have revised the Use of Proceeds Section to disclose the payment of CCM’s upfront and deferred fees and the relationship between CCM and the sponsor. Please note that the agreement with CCM, an affiliate of J.V.B. Financial Group, LLC (“JVB”) was included as Exhibit 10.10 to the Registration Statement. We have revised the Amended Registration Statement to clarify that the Company engaged JVB, which is an affiliate of CCM, for the services of CCM.
We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Ari Edelman, at aedelman@reedsmith.com or by telephone at (212) 549-4234, or Eric Klee, at eklee@reedsmith.com or by telephone at (212) 549-0267.
| Sincerely, | ||
| /s/ Sandra Shpilberg | ||
Sandra Shpilberg Chief Executive Officer | ||
| Sanaby Health Acquisition Corp. I | ||
| cc: | Ari Edelman, Esq. | |
| Eric Klee, Esq. | ||
