CORRESP 1 filename1.htm

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112-0015

212.653.8700 main

212.653.8701 fax

www.sheppardmullin.com

September 13, 2023

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn:	Scott Stringer
	Joel Parker
	Brian Fetterolf
	Erin Jaskot

	Re:	Syra Health Corp.
		Amendment No. 4 to Registration Statement on Form S-1
		Filed September 5, 2023
		File No. 333-271622

Dear Ladies and Gentlemen:

This letter sets forth the responses of Syra Health Corp., a Delaware corporation (the “Company”), to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on September 12, 2023 concerning the Company’s Amendment No. 4 to its Registration Statement on Form S-1 filed with the Commission on September 5, 2023 (the “Registration Statement”).

For the convenience of the Staff, each comment from the comment letter corresponds to the numbered paragraphs in this letter and is restated prior to the response to such comment.

Amendment No. 4 to Registration Statement on Form S-1 filed September 5, 2023

Capitalization, page 31

1. Please explain your calculation of pro forma as adjusted cash of $6,376,959 or revise as necessary.

RESPONSE:

The pro forma as adjusted balances erroneously included $1,360,500 of cash, assuming a $1.00 increase in the assumed initial public offering price of $4.125 per unit, as noted in footnote 1 to the capitalization table. The capitalization table has been revised to properly reflect pro forma as adjusted cash of $5,016,459 based on the net proceeds to be received from the sale of units at a price of $4.125 per unit rather than $5.125 per unit.

If you have any questions relating to any of the foregoing, please contact Nazia Khan of Sheppard, Mullin, Richter & Hampton LLP at (202) 747-2651.

	Sincerely,

	Syra Health Corp.

		/s/ Deepika Vuppalanchi
	By:	Deepika Vuppalanchi
	Title:	Chief Executive Officer

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