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
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.
FirstName LastNameDavid Briones Sincerely,
Comapany NameLarkspur Health Acquisition Corp.
Division of
Corporation Finance
June 30, 2021 Page 2 Office of
Finance
FirstName LastName