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United States securities and exchange commission logo
August 4, 2021
Suren Ajjarapu
Chief Executive Officer
Aesther Healthcare Acquisition Corp.
515 Madison Avenue
Suite 8078
New York, NY 10022
Re: Aesther Healthcare
Acquisition Corp.
Registration
Statement on Form S-1
Filed July 19, 2021
File No. 333-258012
Dear Mr. Ajjarapu:
We have limited our review of your registration statement to
those issues we have
addressed in our comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Form S-1 filed July 19, 2021
Capitalization, page 76
1. We note that you are
offering 10,000,000 Class A shares as part of your initial public
offering of units, but
only show 9,309,398 Class A shares subject to possible redemption
in the As Adjusted
column of your Capitalization table. Please tell us how you considered
the guidance in ASC
480-10-S99-3A, which requires securities that are redeemable for
cash or other assets to
be classified outside of permanent equity if they are redeemable (1)
at a fixed or
determinable price on a fixed or determinable date, (2) at the option of the
holder, or (3) upon the
occurrence of an event that is not solely within the control of the
issuer, in concluding
that all 10,000,000 Class A shares were not required to be presented
outside of permanent
equity and part of shares subject to possible redemption.
Suren Ajjarapu
Aesther Healthcare Acquisition Corp.
August 4, 2021
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Babette Cooper at 202-551-3396 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related matters.
Please contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with
any other
questions.
Sincerely,
FirstName LastNameSuren Ajjarapu
Division of
Corporation Finance
Comapany NameAesther Healthcare Acquisition Corp.
Office of Real
Estate & Construction
August 4, 2021 Page 2
cc: David M. Loev, Esq.
FirstName LastName