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SEC Comment Letter 0000000000-23-003782 to SeaStar Medical Holding Corp (ICU)

SeaStar Medical Holding Corp
Date: April 17, 2023 · CIK: 0001831868 · Accession: 0000000000-23-003782

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File numbers found in text: 333-269338

Date
April 16, 2023
Author
Eric Schlorff
Form
UPLOAD
Company
SeaStar Medical Holding Corp

Letter

United States securities and exchange commission logo April 16, 2023 Eric Schlorff Chief Executive Officer SeaStar Medical Holding Corporation 3513 Brighton Blvd, Suite 410 Denver, CO 80216 Re:SeaStar Medical Holding Corporation Post-Effective Amendment No. 3 to Registration Statement on Form S-1 Filed March 31, 2023 File No. 333-269338 Dear Eric Schlorff: We have reviewed your post-effective amendment and have the following 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. Post-Effective Amendment on Form S-1, filed March 31, 2023 General 1.We note that you filed Post-Effective Amendment No. 1 to the above registration statement on March 28, 2023, and then on March 30, filed the Form 10-K for the fiscal year ended December 31, 2022. On March 31, 2023, you filed Post-Effective Amendment No. 2 to add Exhibit No. 23.1, an auditor's consent. Please revise to include a complete prospectus that includes all disclosure required by Part I of Form S-1, updated to include the current financial statements and to include the information as of the date of the post- effective amendment, including the information required by Item 402 of Regulation S-K, which requires information as of the last completed fiscal year. Please refer to Securities Act Forms Compliance and Disclosure Interpretations 113.02 and 113.08.

FirstName LastNameEric Schlorff Comapany NameSeaStar Medical Holding Corporation April 16, 2023 Page 2 FirstName LastName Eric Schlorff SeaStar Medical Holding Corporation April 16, 2023 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. You may contact Benjamin Richie at 202-551-7857 or Abby Adams at 202-551-6902 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Albert Lung

Show Raw Text
United States securities and exchange commission logo
April 16, 2023
Eric Schlorff
Chief Executive Officer
SeaStar Medical Holding Corporation
3513 Brighton Blvd, Suite 410
Denver, CO 80216
Re:SeaStar Medical Holding Corporation
Post-Effective Amendment No. 3 to Registration Statement on Form S-1
Filed March 31, 2023
File No. 333-269338
Dear Eric Schlorff:
            We have reviewed your post-effective amendment and have the following
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.
Post-Effective Amendment on Form S-1, filed March 31, 2023
General
1.We note that you filed Post-Effective Amendment No. 1 to the above registration
statement on March 28, 2023, and then on March 30, filed the Form 10-K for the fiscal
year ended December 31, 2022.  On March 31, 2023, you filed Post-Effective Amendment
No. 2 to add Exhibit No. 23.1, an auditor's consent.  Please revise to include a complete
prospectus that includes all disclosure required by Part I of Form S-1, updated to include
the current financial statements and to include the information as of the date of the post-
effective amendment, including the information required by Item 402 of Regulation S-K,
which requires information as of the last completed fiscal year.  Please refer to Securities
Act Forms Compliance and Disclosure Interpretations 113.02 and 113.08.

 FirstName LastNameEric Schlorff
 Comapany NameSeaStar Medical Holding Corporation
 April 16, 2023 Page 2
 FirstName LastName
Eric Schlorff
SeaStar Medical Holding Corporation
April 16, 2023
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.
            You may contact Benjamin Richie at 202-551-7857 or Abby Adams at 202-551-6902
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Lung