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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
Daniel O Connor
FirstName LastNameDaniel
Larkspur Health Acquisition O Connor
Corp.
Comapany
October 17,NameLarkspur
2022 Health Acquisition Corp.
October
Page 2 17, 2022 Page 2
FirstName LastName
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).
Daniel O Connor
FirstName LastNameDaniel
Larkspur Health Acquisition O Connor
Corp.
Comapany
October 17,NameLarkspur
2022 Health Acquisition Corp.
October
Page 3 17, 2022 Page 3
FirstName LastName
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,
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,
FirstName LastNameDaniel O Connor
Division of
Corporation Finance
Comapany NameLarkspur Health Acquisition Corp.
Office of Life
Sciences
October 17, 2022 Page 4
cc: Matt Mamak
FirstName LastName