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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
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,
FirstName LastNameDaniel O Connor
Division of
Corporation Finance
Comapany NameLarkspur Health Acquisition Corp.
Office of Life
Sciences
November 1, 2022 Page 2
cc: Matt Mamak
FirstName LastName