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November 9, 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 1. to Preliminary Proxy Statement on Schedule 14A
Filed October 26, 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. 1 to Preliminary Proxy Statement on Schedule 14A filed October 26, 2022
General
1.We note your agreements with Vellar and Meteora obligate AHAC and New Ocean
Biomedical to repurchase the shares they purchase in furtherance of the agreement.
Please provide us with an analysis as to how these agreements, which may result in the
repurchase of shares at a price as high as the redemption price plus $2.50 payable in
common shares of New Ocean Biomedical, comply with Rule 14e-5.
Questions and Answers About the Proposals for Stockholders
What interests do AHAC's current officers and directors have in the Business Combination?,
page 13
2.We note your response to comment 5 and reissue our comment. Please revise your
disclosure discussing the interests of AHAC's current officers and directors in the
Business Combination to highlight the risk related to the sponsor’s incentive to complete

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any acquisition rather than liquidate and the potential result of completing an acquisition
that might not be favorable to the public shareholders as it is to your sponsors. For
example, disclose the effect a liquidation will have on the Sponsor's Class B common
stock, Private Placement Warrants and $1,050,000 loan.
Summary of the Proxy Statement, page 19
3.We note your response to comment 2 and your revised disclosure on page 19 indicating
the conditions that AHAC has at least $5,000,001 of tangible net assets and the shares of
New Ocean being listed on NASDAQ are not waivable conditions.  Your response and
these revisions imply that the other conditions presented can be waived.  Please revise to
clarify which conditions are subject to waiver.  To the extent you believe the remaining
conditions can be waived, please explain how you will complete the merger if you do not
obtain shareholder approval from the stockholders of each company; if you do not obtain
the approval of any required government authorities; if there is a law or order preventing
the transaction; etc. Additionally, please note that the disclosure on page 130 continues to
indicate that the Nasdaq listing and $5,000,001 net tangible asset conditions can be
waived.
4.Please revise this discussion to quantify the total estimated amount New Ocean
Biomedical may have to pay Vellar and Meteora assuming Vellar and Meteora purchase
the maximum amount of shares pursuant to the Backstop Agreements and elect to sell
them all back to the combined company at maturity, including the $2.50 per share
payments. Additionally, revise your risk factor on page 54 to disclose the dilutive effects
of issuing new stock subject to the Backstop Agreements.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 32
5.Please expand your description of the preparation of the pro forma condensed combined
financial information to also include the alternative levels of utilization of the Backstop
Agreements, as there are seven scenarios presented and not just the four for the various
redemption scenarios provided.
6.Please expand your disclosures to include all potential sources of dilution.  Refer to your
disclosures for the Ocean Warrants on page 37.  Please address this comment throughout
your document in which warrants or other dilutive securities are discussed.
1. Basis of Presentation
General Description of the Business Combination Agreement, page 37
7.With reference to prior comment 8, please provide a prominent discussion of the two
conditions required to be met to close the business combination, including a calculation of
both conditions under each scenario.  For each scenario that one or both of these
conditions are not met, explain how you intend to address these required conditions and/or
provide a fulsome explanation of the consequences of not meeting the corresponding

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condition to the transaction, AHAC’s business and AHAC’s shareholders.  If there are
scenarios in which you will not meet one or both of these conditions, address this
comment throughout the document where the conditions to close are discussed.
Merger Consideration, page 37
8.As requested in prior comment 12, please expand your disclosure to include a discussion
of the material terms for the Earnout Shares along with your intended accounting for this
consideration to both Ocean Biomedical and Sponsor recipients.  As part of your response,
please provide us with your assessment of the material terms for each type of recipient
along with your consideration of the guidance in ASC 480, ASC 815-40, and ASC 718 for
any employee.
9.As requested in prior comment 12, please address the Extension Share Award component
of the merger consideration, as discussed on page 128.
10.Please expand your disclosure for the Ocean Warrants to state the number of New Ocean
Biomedical warrants that will be issued along with the material terms of these warrants.
11.For the Class B Units Profit Interest held by Ocean Biomedical employees, please expand
your disclosure to state whether this transaction will have an impact on those interests and
whether Poseidon Bio will continue to make such grants subsequent to this transaction.

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2. Adjustments to Unaudited Pro Forma Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 38
12.For footnote (2) with reference to prior comment 13, please address the following:
•Clarify what the “redemption period” and “expiration of the redemption offer” are in
the last paragraph on page 38.
•Disclose any material differences between the material terms of the Vellar Backstop
Agreement and the Meteora Backstop Agreement, if any.
•Disclose that you have concluded that both Backstop Agreements are within the
scope of ASC 480-10, if correct, and the corresponding accounting implications.
•As noted in your disclosures on page 40, a possible outcome is that Vellar and
Meteora are unable to acquire any shares under the Backstop Agreements.  As such,
we continue to request that you expand your pro forma presentation to also provide
scenarios in which this is the outcome in accordance with the guidance in Article 11-
02(a)(10) of Regulation S-X.
•Tell us how you determined that the sale of the shares acquired by Vellar and
Meteora under the Backstop Agreements on the day of closing is within the range of
possible outcomes to be reflected in the pro forma financial statements. To the extent
that you are able to demonstrate the appropriateness of scenarios 2, 3 and 4, tell us
why you are reflecting a cash inflow from Vellar and Meteora, since AHAC would
not have made the prepayments on the day of closing the business combination.
•For scenarios 5, 6 and 7, revise your presentation on the face of the balance sheet to
show the cash outflow, as described in the disclosure (i.e., $26.8 million adjustment
to reduce cash under scenario 5, $73.9 million under scenario 6, and $67.3 million
under scenario 7) rather than combining the adjustment under footnote (4).
13.Please expand footnote (3) to address the fact that there would be insufficient cash under
scenario 7 to make the full $3.5 million payments and the implications to consummating
the business combination without having the financing to make these payments.
14.Please revise the adjustment amounts associated with footnote (4) to be consistent with the
application of the Vellar and Meteora Backstop Agreements.  In this regard, the 25% of
assumed redemptions are not actually redeemed but rather the redemption request is
rescinded and acquired by Vellar and Meteora instead.
15.As previously requested in prior comment 14, please expand footnote (5) to provide the
calculation showing the adjusted number of shares Ocean Biomedical would be issued and
reflect the adjusted amount in the pro forma presentation.  To the extent that any of those
conditions are present as of the most recent balance sheet date.  If none of the factors that
would reduce the number of shares issuable to Ocean Biomedical are present, disclose this
conclusion.  Also address this comment throughout the document where the pro forma
number of shares to be held is included along with appropriate footnote disclosure for the
number of shares reflected.  Refer to Article 11-02(a)(11)(ii)(A) of Regulation S-X for
guidance.

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16.As previously requested in prior comment 15 regarding the adjustments associated with
footnote (7), please provide a more comprehensive explanation why you are only
reflecting a cash payment of $11.2 million with an offset to accumulated deficit.  Provide
a reconciliation of the adjustments reflected in the pro forma balance sheet with the
disclosures on page 243 that state $21.4 million of cash from the proceeds of the Business
Combination will be used to pay $10.1 million of certain accrued expenses, short-term
debt and contingent license fees is due upon any financing event with an additional $11.3
million of contingent compensation, contingent vendor payments and related party
expenses due upon a $50 million financing event.
3. Net income per Share, page 41
17.Please include the number of warrants to be outstanding related to the Ocean Warrants in
your disclosure on page 42.
Some intellectual property that we have in-licensed may have been discovered..., page 75
18.We note your response to comment 19.  However, your revised disclosure does not clarify
which of your product candidates are dependent on intellectual property that may have
been discovered through government funded programs.  Therefore, it is not clear which
product candidates may be subject to march-in rights.  Please revise to clarify.
Timeline of the Business Combination, page 137
19.We note your response to comment 28 and reissue in part. Please revise this discussion to
explain how you narrowed the list of thirty six potential acquisition targets to the ten you
entered into non-disclosure agreements with.
Certain Unaudited Ocean Biomedical Prospective Financial Information, page 141
20.We note your response to comment 31. Please revise this discussion to discuss the
assumptions underlying the projections in greater detail.  For example, disclose whether
the projections assume that all product candidates obtain FDA approval, when they obtain
FDA approval and the competitive landscape when they receive FDA approval and the
competitive landscape in the years that follow.  Given the early stage of development,
explain why you believed your assumptions related to candidate approval were
reasonable.  Clarify whether KPMG's analysis of commercial potential assumes the
product candidate is a first line therapy, second line therapy or third line therapy and
whether the assumption(s) changes during the 18 years presented.  Finally, discuss the
limitations of  these projections by addressing how they may differ if some or all of your
products do not obtain FDA approval, you encounter delays in commencing or completing
your clinical trials, you experience obstacles in developing commercial scale
manufacturing and establishing sales, marketing and distribution capabilities.  Your
discussion should clarify how common these circumstances are and how likely it is for a
pre-clinical company to have all of its product candidates obtain FDA approval of all of its

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product candidates in the timeframe contemplated by the assumptions used in developing
your projections.
21.Discuss the reasonableness of the assumption that all of your product candidates receive
FDA approval given the early stage of development and the disclosure that for 337 drugs
reviewed over the period 2000-2019, the probability of success was 14.9% for infectious
disease, 16.3% for pulmonary fibrosis, 9.9% for NSCLC and 5.3% for GBM mAbs.
22.Please clarify whether the projections appearing in Schedule 2 of Annex E are the
projections prepared by Ocean Biomedical or if these projections are The Mentor Group's
summary of the projections prepared by Ocean Biomedical.
The AHAC Board's Reasons for Approval of the Business Combination, page 141
23.We note your response to comment 29 please disclose any potentially negative factors the
board considered prior to approving the business combination. To the extent the board did
not consider and negative factors in this process, please revise to clarify.
Opinion of the Mentor Group, page 144
24.Provide the interest rate used for the projections and the growth rate for the fast growth
phase.
25.We note your response to comment 32.  Please revise your disclosure to clarify Ocean
Biomedical currently has no revenues and all product candidates are in preclinical stages
and that Mentor did not consider any companies with these characteristics in its analysis.
Business of Ocean Biomedical
Our Pipeline, page 172
26.We note in the exhibit furnished in your 8-K filed on November 1, 2022, regarding the
research presented by Dr. Jake Curtis, your CEO stated he "look[ed] forward to working
with Ocean to bring these therapies to patients." Please explain this statement here in light
of the early stage of development of your two malaria indications, which are both in
preclinical stages of development.
            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.

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Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andy Tucker, Esq.