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    NELSON
                                            MULLINS RILEY & SCARBOROUGH LLP

                                              ATTORNEYS
                                            AND COUNSELORS AT LAW

    101
    Constitution Avenue, NW

    Andy
    Tucker
    Suite 900

                                                         Washington D.C., 20001

    T:
    202.689.2987
    T:
    202.689.2800 F: 202.689.2860

    Andy.Tucker@nelsonmullins.com
    nelsonmullins.com

December
30, 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 3. to Preliminary Proxy Statement on Schedule 14A

Filed
December 14, 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
27, 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. 3 to Preliminary Proxy
Statement on Schedule 14A filed on December 14, 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. 4 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. 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.

Response:
The Company acknowledges the Staff’s comment and has made the requested changes on pages 9, 31, 130 and 271.

The
following was added to the disclosure on scenario’s 3, 4 and 7:

These
facts and circumstances would result in the business
combination not closing and no shares

would
be issued under the Merger Agreement.

The
following was added to the disclosure on scenario 6:

These facts
and circumstances would require Ocean Biomedical to waive the minimum cash requirement for the Business Combination to close
and shares to be issued under the Merger Agreement.

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

North
Carolina | South Carolina | Tennessee | West Virginia

December
30, 2022

Page
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.

Response:
The Company acknowledges the Staff’s comment and has made the following changes to footnote (5) on page 43:

In
scenario’s 1, 2 and 5 the $12 million contingent payable based upon the New Ocean Biomedical’s first cumulative capital raise
of at least $50 million is met. For Scenario 3, 4, 6 and 7, the cumulative capital raise of $50 million is not met, approximately $12
million would remain as a contingent liability and no adjustment has been made in the Pro Forma Combined Financial Statements. Ocean
Biomedical has $11.2 million of other payments due at closing of a Business Combination that are shown as being paid at the closing.
The total amount paid at Closing in scenario’s 1,2 and 5 is approximately $23.2 million and in scenario’s 3, 4, 6 and 7 approximately
$11.2 million is shown as being paid.

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.

Response:
The Company acknowledges the Staff’s comment and has reconfirmed that the following amounts were included and recalculated in the
following scenario’s:

Scenario
3: The amount of payment was reduced from $23.2 million to $11.2 million which when recalculated resulted in a positive cash balance
of approximately $11.2 Million. The adjustment has been made in the balance sheet.

Scenario
4: The amount of payment was reduced from $23.2 million to $11.2 million which when recalculated resulted in negative cash balance of
approximately $16.2 million. The adjustment has been made in the balance sheet.

Changes
were made on Page 33 in Scenario’s 3 and 4.

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.

Response:
The Company acknowledges the Staff’s comment and has removed the adjustments (cc) and (dd) in the interim statements of operations
on page 35. The footnote on page 43 remains unchanged.

December
30, 2022

Page
3

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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 143 accordingly.

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.

Response:
The Company acknowledges receipt of the Staff’s comment, and has made the requested changes to page 148.

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.

Response:
The Company acknowledges the Staff’s comment and has made the requested change on page 173.

*
* * * *

December
30, 2022

Page
4

Given
the Company’s time constraints to complete of the Business Combination, we would be very appreciative of the Staff’s expeditious
review of the Company’s responses and updates to the Amended Proxy Statement. Please contact me with any questions or follow up
requests. I can be reached at (202)-689-2987 or Andy.Tucker@nelsonmullins.com. Thank you very much for your assistance.

    Very
    truly yours,

    /s/ Andrew M. Tucker

    Andrew
    M. Tucker