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United States securities and exchange commission logo
December 27, 2022
Suren Ajjarapu
Chief Executive Officer
Aesther Healthcare Acquisition Corp.
515 Madison Avenue, Suite 8078
New York, New York 10022
Re: Aesther Healthcare
Acquisition Corp.
Amendment No. 3 to
Preliminary Proxy Statement on Schedule 14A
Filed December 14,
2022
File No. 001-40793
Dear Suren Ajjarapu:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A filed
December 14, 2022
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 31
1. Please add footnote
disclosure to scenarios 3, 4 and 7 to clarify that the facts and
circumstances of these
three scenarios result in the business combination not closing and
no shares would
ultimately be issued under the Merger Agreement. For scenario 6,
provide disclosure that
clarifies the shares presented would only be issued under the
Merger Agreement only
to the extent that Ocean waives the minimum cash condition.
Please address this
comment where similar presentations are also included, such as on
pages 8, 130, and 271.
Suren Ajjarapu
FirstName LastNameSuren Ajjarapu
Aesther Healthcare Acquisition Corp.
Comapany27,
December NameAesther
2022 Healthcare Acquisition Corp.
December
Page 2 27, 2022 Page 2
FirstName LastName
2. Adjustments to Unaudited Pro Forma Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 40
2. With reference to prior comment 10, please revise footnote (5)
disclosures for scenarios 3
and 4 to be consistent with the adjustment amount. In this regard, the
adjustment amount
is $11.2 million rather than $23.2 million, as neither of the two
conditions for closing are
met.
3. For footnote (6), it appears that the adjustment amount for scenarios
3 and 4 was not
recalculated to account for the reduced payment under footnote (5) in
these scenarios. In
this regard, it does not appear that there is a negative cash balance
under scenario 3 and
the negative cash balance under scenario 4 is $12 million less than
the adjustment.
Adjustments to the Unaudited Pro Forma Condensed Combined Statement of
Operations, page
43
4. We note that you have reflected the adjustments associated with
footnotes (cc) and (dd) to
both the annual and the interim statements of operations. Please
remove the adjustments
from the interim statement of operations, or expand your footnote
disclosures to clarify
why the expenses would be recognized in both periods.
Certain Unaudited Ocean Biomedical Prospective Financial Information, page 143
5. We note your response to comment 13 that "the projections prepared by
Ocean
Biomedical were not shared with AHAC s Board of Directors except in
summary form,
prepared by The Mentor Group." This appears to conflict with your
disclosure on page
143 that "Ocean Biomedical s management prepared certain internal,
unaudited
prospective financial information primarily for the purpose of
preparing a projection of its
adjusted free cash flow for internal use by its management. Ocean
Biomedical provided
these financial projections to AHAC in connection with AHAC s
evaluation of the
Business Combination." Please revise or otherwise advise. To the
extent that AHAC
reviewed Ocean Biomedical's projections that were not summarized by
The Mentor
Group, revise to provide Ocean Biomedical's projections that were
reviewed by the
AHAC board.
Guideline Transaction Method, page 148
6. We note your statement "By 2029, based on Ocean Biomedical's
projections of its
adjusted free cash flow, Ocean Biomedical is expected to be similar to
the transacted
companies in terms of both size and profitability and so Mentor deemed
it appropriate to
use the valuations derived from the Guideline Transaction Method in
its analysis." Please
expand this discussion to explain to what extent, if any, Mentor
thought it would be
appropriate to discount this value to account for the uncertainty
related to Ocean
Biomedical's actual size and profitability in 2029.
Suren Ajjarapu
FirstName LastNameSuren Ajjarapu
Aesther Healthcare Acquisition Corp.
Comapany27,
December NameAesther
2022 Healthcare Acquisition Corp.
December
Page 3 27, 2022 Page 3
FirstName LastName
Related Party Transactions, page 173
7. Please expand your disclosures under the Promissory Note Related
Party and Related
Party Working Capital Loans to clarify that while the Sponsor
Extension Loans do not
have a stated interest rate, the loans do require the issuance of
1,365,000 shares of AHAC
Class A common stock to the extent that the Business Combination
closes, or a fair value
of $13.65 million, which well exceeds the 8% interest rate the Sponsor
is subject to.
Please address this comment throughout your document to clarify that
while the loan may
not be interest bearing, there is a cost of the loan.
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.
You may contact Tracey Houser at 202-551-3736 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Crawford at 202-551-7767 or Suzanne Hayes at 202-551-3675 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Andy Tucker, Esq.