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December 5, 2022
Eric Schlorff
Chief Executive Officer
SeaStar Medical Holding Corporation
3513 Brighton Blvd., Suite 410
Denver, CO 80216
Re:SeaStar Medical Holding Corporation
Registration Statement on Form S-1
Filed November 21, 2022
File No. 333-268503
Dear Eric Schlorff:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-1 filed November 21, 2022
Cover Page
1.For each of the securities being registered for resale, disclose the price that the Selling
Securityholders paid for such securities.

 FirstName LastNameEric Schlorff
 Comapany NameSeaStar Medical Holding Corporation
 December 5, 2022 Page 2
 FirstName LastName
Eric Schlorff
SeaStar Medical Holding Corporation
December 5, 2022
Page 2
2.We note that the exercise price of the private placement and PIPE warrants is $11.50. We
also note that the closing price of your Common Stock was $3.93 per share as of
November 18, 2022. As the warrants are out of the money, please disclose the likelihood
that warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
3.We note the significant number of redemptions of your Common Stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that most of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the Common Stock. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the Common Stock.
Summary
Summary of Risks, page 2
4.Please expand the last risk factor on page 3 to explain that you have the ability to redeem
outstanding warrants at any time after they become exercisable and prior to their
expiration if certain conditions are met, but that none of the Private Placement Warrants
will be redeemable by you so long as they are held by the Sponsor or its permitted
transferees, as you further explain elsewhere in your prospectus.
Risk Factors
If the Company fails to obtain additional financing, it would be forced to delay. . ., page 7
5.Please revise this risk factor to update it for the most current information now that you
have consummated the contemplated transactions.
The issuances of our Common Stock to the Selling Securityholders upon conversion of Warrants
will cause dilution to our existing stock..., page 34
6.Please revise this risk factor to disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, the Sponsor will have an incentive to sell
because it will still profit on sales because of the lower price that it purchased its shares
than the public investors.

 FirstName LastNameEric Schlorff
 Comapany NameSeaStar Medical Holding Corporation
 December 5, 2022 Page 3
 FirstName LastName
Eric Schlorff
SeaStar Medical Holding Corporation
December 5, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operation
Overview, page 46
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s Class A ordinary shares. Your discussion
should highlight the fact that the Sponsor, a beneficial owner of 45.2% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
8.We note that you entered into forward purchase agreements with Vellar and HB
Strategies. Please revise to describe the material terms of these agreements, any payments
made thereunder thus far, and discuss the risks that these agreements pose to other
holders. For example, discuss how such purchases have so far, and would in the future,
impact the cash you have available for other purposes and to execute your business
strategy.
Liquidity and Capital Resources, page 51
9.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Common
Stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination, including the effects of any
purchases made under the forward agreements. We also note that you may raise additional
capital through the sale of equity or convertible debt securities. Please discuss the effect of
this offering on the company’s ability to raise additional capital.
Our Clinical Stage Product Candidates, page 68
10.You state on page 68 that you expect to submit the IDE protocol  for your pivotal trial of
SCD for treating adult patients with acute kidney injury to the FDA "by the end of the
third quarter of 2022,"and similarly reference this timeline on page 69. Please update this
statement to reflect the current status of the submission.

 FirstName LastNameEric Schlorff
 Comapany NameSeaStar Medical Holding Corporation
 December 5, 2022 Page 4
 FirstName LastName
Eric Schlorff
SeaStar Medical Holding Corporation
December 5, 2022
Page 4
General
11.Please revise your prospectus to highlight any differences in the current trading price, the
prices that the Sponsor, PIPE investors and other selling securityholders acquired their
shares and warrants, and the price that the public securityholders acquired their shares and
warrants. Disclose that while the Sponsor may experience a positive rate of return based
on the current trading price, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in the purchase prices and the
current trading price. Please also disclose the potential profit the selling securityholders
will earn based on the current trading price. Lastly, please include appropriate risk factor
disclosure.
            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 Jordan Nimitz at 202-551-5831 or Dorrie Yale at 202-551-8776 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Lung, Esq.