United States securities and exchange commission logo
July 13, 2023
Deepika Vuppalanchi
Chief Executive Officer
Syra Health Corp
1119 Keystone Way N. #201
Carmel, IN 46032
Re: Syra Health Corp
Amendment No. 2 to
Registration Statement on Form S-1
Filed July 6, 2023
File No. 333-271622
Dear Deepika Vuppalanchi:
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 June
21, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed July 6, 2023
Capitalization, page 31
1. Total capitalization in
the Actual column is presented as ($1.4 million) instead of $1.4
million. Please revise
or advise.
Dilution, page 32
2. Please revise your
table on page 33 to present Class A and B common stock together.
Deepika Vuppalanchi
FirstName
Syra HealthLastNameDeepika Vuppalanchi
Corp
Comapany
July NameSyra Health Corp
13, 2023
July 13,
Page 2 2023 Page 2
FirstName LastName
Exhibit Index, page II-3
3. We note that, in your exhibit 5.1 opinion, counsel opines in
paragraphs (1) and (4) that the
Units and the Representative s Units will both be validly issued,
fully paid and non-
assessable. Please have counsel provide a binding obligation opinion
for the Units and the
Representative's Units. In the alternative, provide us with your
analysis as to why such
units should be treated in a similar fashion as shares of capital
stock under applicable state
law. Additionally, as you are registering the Representative s unit
purchase option
pursuant to the filing fee table, please have counsel provide an
appropriate opinion in
connection with such option. Refer to Section II.B.1.h of Staff Legal
Bulletin No. 19.
4. We note your reference to "an option granted by the Company" in clause
(i) of the
opinion. This appears to refer to the Representative's unit purchase
option and not the
overallotment option. Please clarify whether the additional 300,000
units that comprise the
underwriter's over-allotment option is in addition to the 2,000,000
units to be offered to
public stockholders. If so, please revise your legal opinion to opine
on the over-allotment
option.
You may contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Jeffrey Fessler