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    NELSON
    MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS
    AND COUNSELORS AT LAW

                                                         Andy
    Tucker

    T: 202.689.2987

    Andy.Tucker@nelsonmullins.com

    101
    Constitution Avenue, NW

    Suite
    900

    Washington
    D.C., 20001

    T:
    202.689.2800 F: 202.689.2860

    nelsonmullins.com

December
13, 2022

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

Attention:  Tracey
                                            Houser

   Daniel
                                            Crawford

RE: Aesther
                                            Healthcare Acquisition Corp.

  Amendment
                                            No 2. to Preliminary Proxy Statement on Schedule 14A

  Filed
                                            November 22, 2022

  File
No. 001-40793

Ladies
and Gentlemen:

On
behalf of Aesther Healthcare Acquisition Corp. (the “Company”), we are hereby responding to the letter dated December
7, 2022 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission
(“SEC” or the “Commission”), regarding the Company’s Amendment No. 2 to Preliminary Proxy
Statement on Schedule 14A filed on November 22, 2022 (the “Proxy Statement”). In response to the Comment Letter and
to update certain information in the Proxy Statement, the Company is submitting its Amendment No. 3 to the Proxy Statement (the “Amended
Proxy Statement”) with the Commission today.

Capitalized
terms used but not defined in this letter have the meanings as defined in the Amended Proxy Statement.

For
ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

Amendment
No. 2 to Preliminary Proxy Statement on Schedule 14A filed November 22, 2022 General

1. We
                                            note your response to comment 1 and we reissue it. We do not believe that your reliance on
                                            Rule 14e-5(b)(7) with respect to the Vellar agreement is warranted as the agreement was entered
                                            on the same day as the announcement of the merger agreement. The Meteora agreement would
                                            not be compliant with Rule 14e-5; while you appear to rely on the interpretation in Tender
                                            Offers and Schedules CDI 166.01, that interpretation requires the repurchase of subject securities
                                            to be at a price no higher than the price offered through the SPAC redemption process. In
                                            this case, the issuance of shares to Meteora would constitute consideration for the subject
                                            securities and thus the price being paid would be higher than the price offered through the
                                            SPAC redemption process.

Response:
The Company acknowledges the Staff’s comment and has revised the sections in the Amended Proxy Statement in which the Vellar Backstop
Agreement is referenced to reflect that the Vellar Backstop Agreement was executed one day prior to the execution of the announcement
of the merger agreement. As discussed with the Staff on Friday, December 9, 2022, the Vellar agreement was entered into prior to the
execution of the Business Combination Agreement, and it was a requirement to the execution of the Business Combination Agreement that
the Vellar Backstop Agreement was in place. As discussed, Rule 14(e)-5 only requires that the Vellar agreement be entered into prior
to the commencement of the tender offer period, which is when the transaction is announced.

California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North
Carolina | South Carolina | Tennessee | West Virginia

    December 13, 2022
 Page 2

Based
on our discussions, there is no way to amend the Meteora Backstop Agreement to bring it into compliance with Rule 14(e)-5, accordingly,
the Meteora Backstop Agreement was terminated effective as of December 12, 2022, and the Amended Proxy Statement was updated to reflect
that. We have retained the language that the agreement was entered into, removed the disclosures about the terms of the agreement and
inserted language that it was terminated without any shares being purchased. In addition, all references to the Meteora agreement in
the pro-formas has been removed. We did not show alternative scenarios with and without Meteora because we believed it would be confusing
to investors to reflect an agreement that is not going to have any effect on them.

Summary
of the Proxy Statement, page 18

2. We
                                            note your response to comment 4 and reissue in part. Your revised disclosure states New Ocean
                                            Biomedical would be obligated to pay Meteora $51,200,000 (4,000,000 shares times the redemption
                                            price, which you estimate to be around $10.30). The product of 4,000,000 and $10.30 does
                                            not equal $51,200,000. Please revise or otherwise advise. Also, in this discussion of the
                                            total amount New Ocean Biomedical may have to pay Meteora at maturity, disclose New Ocean
                                            Biomedical would pay Meteora an additional 1,000,000 shares of common stock by paying the
                                            redemption price for the shares while Meteora would retain the shares.

Response:
As discussed with the Staff, this comment is not addressed because of the termination of the Meteora agreement.

Extension
Share Award, page 38

3. We
                                            note your disclosures that a portion of the extension share award is to repay the loan by
                                            the Sponsors for obtaining one extension to complete the business combination. We further
                                            note the adjustment to cash reflected in the pro forma balance sheet as referenced by footnote
                                            (10) on page 42. Please reflect the extension share award in your pro forma balance sheet
                                            and address the inconsistency with the adjustment to cash as referenced in footnote (10)
                                            to the pro forma balance sheet.

Response:
The Company acknowledges the Staff’s comment and has made the requested changes on pages 40-42. Please be advised that
the extension shares to which the Sponsor would be entitled were adjusted pursuant to an amendment to the merger agreement, which is
attached to Annex A of the Amended Proxy Statement. The Staff should also note that Footnote (10) was changed to Footnote (7), which
was amended as follows:

(7) Reflects the repayment of
the Extension Loans to Aesther Healthcare Sponsor, LLC of $2.1 million, payment of Second Extension amount by Aesther Healthcare Sponsor,
LLC to the trust account of $1.05 Million and creation of corresponding loan payable of $1.05 million and issuance of extension shares
per the below calculation.

    Number of Shares
    Total

    Total Extension

    Amount of Loan
    Per loan Dollar
    Extension Shares
    Per Share Value
    Share Valuation

    First Extension September 17, 2022
    $ 1,050,000
      0.25
      262,500
    $ 10.00
    $ 2,625,000

    Second Extension December 17, 2022
    $ 1,050,000
      1.05
      1,102,500
    $ 10.00
    $ 11,025,000

    $ 2,100,000

      1,365,000

    $ 13,650,000

    December 13, 2022

Page 3

4. Please
                                            expand your disclosures regarding the additional 500,000 in shares to be issued to the Sponsors
                                            to clearly state that the Sponsors are receiving an additional $5 million in shares along
                                            with the reason for the issuance of the additional shares. Revise your pro forma financial
                                            statements to reflect the accounting for the issuance of these additional shares that relate
                                            to the repayment of the loan from the Sponsors.

Response:
The Company acknowledges the Staff’s comment and has made the requested changes on pages 41 and 42. Please also be advised
that pursuant to an amendment to the merger agreement, a copy of which was attached to the Form 8-K filed by the Company on December
8, 2022, the extension shares to which the Sponsor would be entitled were amended. The Following is the disclosure for the Pro Forma
Income Statement:

(dd) Represents the amount of
the value of the extension shares of $13.6 million shown as Loss on Extinguishment of Debt. See Footnote (7). Under the maximum redemption
scenario, the conditions are not met for the close of the business combination, the extension shares would not be issued and so no amount
is shown for them.

Unaudited
Pro Forma Condensed Combined Financial Information Earnout Shares, page 38

5. We
                                            reissue prior comment 8 in requesting that you please expand your disclosure to include a
                                            discussion of the material terms for the Earnout Shares along with your intended accounting
                                            for this portion of the merger consideration to both Ocean Biomedical and Sponsor recipients.
                                            Revise your pro forma financial statements and notes to include the accounting for the earnout
                                            shares based on your analysis of the material terms and the relevant accounting guidance.
                                            As part of your response, provide us with your assessment of the material terms for each
                                            type of recipient along with your consideration of the guidance in ASC 480 and ASC 815-40
                                            or ASC 718 for any employee.

Response: In
response to the Staff’s comment, the Company has revised the disclosure on page 37 of Amendment No. 3 to include the requested
disclosures related to the Earnout Shares to explain the proposed accounting for the Earnout Shares. Please see below for the
Staff’s consideration a detailed explanation of the considerations undertaken in determining the accounting treatment for the
Earnout Shares.

The
following U.S. GAAP requirements were considered in accounting for the earnouts:

-ASC
718, Compensation – Stock Compensation (“ASC 718”);

-ASC
480, Distinguishing Liabilities from Equity (“ASC 480”);

-ASC
815, Derivatives and Hedging, (“ASC 815”); and

The merger will be accounted for as a reverse recapitalization, which is, in substance, a capital transaction
rather than a business combination. That is, the transaction is equivalent to the issuance of shares by New Ocean Biomedical, Inc., (i.e.,
a private operating company) for the net monetary assets of the Company (i.e., a public shell company) accompanied by a recapitalization.

Up
to 19 million shares will be issued to Ocean Biomedical Stockholders (pre-merger) and up to 3 million shares will be issued to the
Sponsor if any of the following conditions are met during the thirty-six month period beginning on the closing of the merger and
ending three years after the closing of the merger (the “Earn Out Period”). Ocean Biomedical Stockholders shall have the
contingent right to receive up to an aggregate maximum of 19,000,000 shares of Purchaser Common Stock (subject to adjustment for
share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity
securities into which such shares are exchanged or converted) (the “Earnout Shares”), as additional
consideration from the Purchaser based on the performance of the Purchaser Common Stock, as follows:

(i)
In the event that the VWAP of the Purchaser Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) (the “First Share Price Target”) for twenty (20) out of any thirty (30)
consecutive Trading Days during the period beginning on the Closing Date and ending on the 36-month anniversary of the Closing Date (such
period the “Earnout Period”), then, subject to the terms and conditions of this Agreement, the Purchaser shall
issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 5,000,000 Earnout Shares and the Sponsor
shall be issued 1,000,000 Earnout Shares (the “First Earnout Share Payment”).

(ii)
In the event that the VWAP of the Purchaser Common Stock equals or exceeds $17.50 per share (as adjusted for stock splits, stock dividends,
combinations, reorganizations and recapitalizations) (the “Second Share Price Target”) for twenty (20) out
of any thirty (30) consecutive Trading Days during the Earnout Period, the Purchaser shall issue to each of the Company Stockholders
such Company Stockholder’s Pro Rata Share of 7,000,000 Earnout Shares and the Sponsor shall be issued 1,000,000 Earnout Shares
(the “Second Earnout Share Payment”).

(iii)
In the event that the VWAP of the Purchaser Common Stock equals or exceeds $20.00 per share (as adjusted for stock splits, stock dividends,
combinations, reorganizations and recapitalizations) (the “Third Share Price Target”, and together with the
First Share Price Target and the Second Share Price Target, the “Share Price Targets”) for twenty (20) out
of any thirty (30) consecutive Trading Days during the Earnout Period, the Purchaser shall issue to each of the Company Stockholders
such Company Stockholder’s Pro Rata Share of 7,000,000 shares of Purchaser Common Stock and the Sponsor shall be issued 1,000,000
Earnout Shares (the “Third Earnout Share Payment”, and together with the First Earnout Share Payment and the
Second Earnout Share Payment, the “Earnout Share Payments”).

    December 13, 2022

Page 4

Both
the number of Earn-Out Shares and the price per share is subject to adjustment to reflect the effect of any stock split, reverse stock
split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with
respect to the common stock (i.e., dilutive activities).

The
accounting for the Earnout Shares was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment
arrangement. Because the Earnout Shares are issued to all of Ocean Biomedical’s Shareholders (before the merger) and the
Sponsor and there are no service conditions nor any requirement of the participants to provide goods or services, we determined that
the Earnout Shares are not within the scope of ASC 718. In reaching this conclusion, we focused on the fact that the Earnout Shares
are not provided to any holder of options or unvested stock but rather the arrangement is provided only to vested equity
holders.

Next,
the Company determined that the Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC
480 and ASC 815-40.

Ocean
Biomedical evaluated the three types of freestanding financial instruments that require liability classification under ASC 480 as follows:

-Mandatorily
redeemable financial instruments: The Company concluded that the Earnout Shares do not represent a liability under ASC 480-10-25-4 through
25-7 because they are not in the form of outstanding shares subject to redemption for cash or other assets upon the occurrence o