Amended Statement of Ownership (sc 13g/a)
10 February 2023 - 06:31AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G/A |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. 1)* |
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ZyVersa Therapeutics, Inc. (f/k/a Larkspur Health Acquisition
Corp.)
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(Name of Issuer) |
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Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities) |
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98987D102
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(CUSIP Number) |
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December 31, 2022
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(Date of Event Which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed: |
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
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(Page 1 of 7 Pages) |
______________________________
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1 |
NAME OF
REPORTING PERSON
Hudson Bay Capital Management LP
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
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(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
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6 |
SHARED
VOTING POWER
0
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
0
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12 |
TYPE OF
REPORTING PERSON
PN
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1 |
NAME OF
REPORTING PERSON
Sander Gerber
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
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6 |
SHARED
VOTING POWER
0
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
0
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12 |
TYPE OF
REPORTING PERSON
IN
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Item 1(a). |
NAME OF ISSUER: |
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The name of the issuer is ZyVersa Therapeutics, Inc. (f/k/a
Larkspur Health Acquisition Corp.), a Delaware corporation (the
"Company"). |
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Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
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The Company's principal executive offices are located at 2200 N.
Commerce Parkway, Suite 208, Weston, Florida 33326. |
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Item 2(a). |
NAME OF PERSON FILING: |
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This statement is filed by Hudson Bay Capital Management LP (the
"Investment Manager") and Mr. Sander Gerber ("Mr.
Gerber"), who are collectively referred to herein as
"Reporting Persons." |
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Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE: |
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The address of the business office of each of the Reporting Persons
is 28 Havemeyer Place, 2nd Floor, Greenwich, Connecticut
06830. |
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Item 2(c). |
CITIZENSHIP: |
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The Investment Manager is a Delaware limited
partnership. Mr. Gerber is a United States citizen. |
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Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
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Class A Common Stock, par value $0.0001 per share (the "Class A
Common Stock"). |
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Item 2(e). |
CUSIP NUMBER: |
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98987D102 |
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Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o); |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c); |
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(d) |
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Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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Employee benefit plan or endowment fund in accordance with
Rule
13d-1(b)(1)(ii)(F);
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(g) |
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Parent holding company or control person in accordance with
Rule
13d-1(b)(1)(ii)(G);
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(h) |
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Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i) |
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Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3);
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(j) |
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Non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J); |
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(k) |
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If
filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Item 4. |
OWNERSHIP |
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The information
required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the
cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person. |
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The Investment
Manager serves as the investment manager to HB Strategies LLC and
Hudson Bay SPAC Master Fund LP, in whose name the securities
reported herein were held. As such, the Investment Manager may have
been deemed to be the beneficial owner of all shares of Class A
Common Stock held by HB Strategies LLC and Hudson Bay SPAC Master
Fund LP. Mr. Gerber serves as the managing member of Hudson Bay
Capital GP LLC, which is the general partner of the Investment
Manager. Mr. Gerber disclaims beneficial ownership of
these securities. |
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Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
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If this
statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following: ý |
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Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON. |
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Not
applicable. |
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Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY. |
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Not
applicable. |
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Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP. |
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Not
applicable. |
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Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
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Each of the Reporting Persons hereby makes the following
certification: |
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By signing
below each Reporting Person certifies that, to the best of his or
its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect. |
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge
and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
DATE: February 9, 2023
| HUDSON BAY CAPITAL MANAGEMENT LP |
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| By: /s/ Sander
Gerber |
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| Name: Sander Gerber |
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| Title: Authorized Signatory |
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| /s/ Sander Gerber |
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| SANDER GERBER |
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