SecProbe.io

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 August 11, 2025

Eric Schlorff
Chief Executive Officer
SeaStar Medical Holding Corp
3513 Brighton Blvd, Suite 410
Denver, CO 80216

 Re: SeaStar Medical Holding Corp
 Registration Statement on Form S-1
 Filed August 8, 2025
 File No. 333-289447
Dear Eric Schlorff:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Josh Erekson, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 SEASTAR MEDICAL HOLDING CORPORATION

 August 11, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Margaret Sawicki

 Re: SeaStar Medical Holding Corporation-Registration
Statement on Form S-1 (File No. 333-289447)

 Ladies and Gentlemen:

 In accordance with Rule 460 and
Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement
on Form S-1 (File No. 333-289447) (the "Registration Statement") of SeaStar Medical Holding Corporation. (the "Company").
We respectfully request that the Registration Statement be declared effective as of 9:00 a.m., Eastern Time, on August 12, 2025, or as
soon as practicable thereafter.

 The Registrant hereby authorizes
Josh Erekson of Dorsey & Whitney LLP, counsel for the Registrant, to orally modify or withdraw this request for acceleration.

 Once the Registration Statement
has been declared effective, please orally confirm that event by calling Josh Erekson at (801) 933-4083.

 Very truly yours,

 SEASTAR MEDICAL HOLDING CORPORATION

 /s/ Eric Schlorff

 Eric Schlorff

 Chief Executive Officer

CORRESP
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 SEASTAR MEDICAL HOLDING CORPORATION

 June 17, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Margaret Sawicki

 Re: SeaStar
Medical Holding Corporation-Registration Statement on Form S-1 (File No. 333-288065)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-288065)
(the "Registration Statement") of SeaStar Medical Holding Corporation. (the "Company"). We respectfully request
that the Registration Statement be declared effective as of 5:00 p.m., Eastern Time, on June 18, 2025, or as soon as practicable thereafter.

 The Registrant hereby authorizes Josh Erekson of
Dorsey & Whitney LLP, counsel for the Registrant, to orally modify or withdraw this request for acceleration.

 Once the Registration Statement has been declared
effective, please orally confirm that event by calling Josh Erekson at (801) 933-4083.

 Very truly yours,

 SEASTAR MEDICAL HOLDING CORPORATION

 /s/ David Green

 David Green

 Chief Financial Officer

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<TEXT>
 May 30, 2025

Eric Schlorff
Chief Executive Officer
SeaStar Medical Holding Corp
3513 Brighton Blvd, Suite 410
Denver, CO 80216

 Re: SeaStar Medical Holding Corp
 Draft Registration Statement on Form S-1
 Submitted May 27, 2025
 CIK No. 0001831868
Dear Eric Schlorff:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Josh Erekson, Esq.
</TEXT>
</DOCUMENT>

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 May 22, 2025

Eric Schlorff
Chief Executive Officer
SeaStar Medical Holding Corp
3513 Brighton Blvd, Suite 410
Denver, CO 80216

 Re: SeaStar Medical Holding Corp
 Registration Statement on Form S-1
 Filed May 19, 2025
 File No. 333-287403
Dear Eric Schlorff:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Josh Erekson, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 SeaStar Medical Holding
Corporation

 3513 Brighton Blvd, Suite
410

 Denver, CO 80216

 May 22, 2025

 VIA EDGAR

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Margaret Sawicki

 Re: SeaStar Medical Holding
Corporation – Registration Statement on Form S-1 (File No. 333-287403)

 Ladies and Gentlemen:

 In accordance
with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement
on Form S-3 (File No. 333-287403) (the "Registration Statement") of SeaStar Medical Holding Corporation. We respectfully request
that the Registration Statement become effective as of 9:00 a.m., Eastern Time, on May 27, 2025, or as soon thereafter as is practicable.
Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Dorsey & Whitney LLP,
by calling Joshua Erekson at (801) 933-4083.

 Very truly yours,

 SeaStar Medical Holding Corporation

 By:
 /s/ Eric Schlorff

 Name:
 Eric Schlorff

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 SeaStar Medical Holding
Corporation

 3513 Brighton Blvd,
Suite 410

 Denver, CO 80216

 April 25, 2025

 VIA EDGAR

 United States Securities
and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Margaret Sawicki

 Re: SeaStar Medical Holding Corporation – Registration
Statement on Form S-3 (File No. 333-286677)

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration
Statement on Form S-3 (File No. 333-286677) (the "Registration Statement") of SeaStar Medical Holding Corporation. We respectfully
request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on April 29, 2025, or as soon thereafter as is
practicable. Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Dorsey &
Whitney LLP, by calling Josh Erekson at (801) 933-4083.

 Very truly yours,

 SeaStar Medical Holding Corporation

 By:
 /s/ Eric Schlorff

 Name:
 Eric Schlorff

 Title:
 Chief Executive Officer

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<TEXT>
 April 25, 2025

Eric Schlorff
Chief Executive Officer
SeaStar Medical Holding Corp
3513 Brighton Blvd., Suite 410
Denver, CO 80216

 Re: SeaStar Medical Holding Corp
 Registration Statement on Form S-3
 Filed April 22, 2025
 File No. 333-286677
Dear Eric Schlorff:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Josh Erekson, Esq.
</TEXT>
</DOCUMENT>

December 3, 2024
David Green
Chief Financial Officer
SeaStar Medical Holding Corp
3513 Brighton Blvd., Suite 410
Denver, CO 80216
Re:SeaStar Medical Holding Corp
Form 10-K filed April 16, 2024
File No. 001-39927
Dear David Green:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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  CORRESP

  Dorsey & Whitney LLP

  111 S Main St

  Salt Lake City, UT 84111

  Tel. +1 (801) 933-7360

  Fax: +1 (801) 933-7373

  www.dorsey.com

  Josh Erekson

  Of Counsel

  +1 (801) 933-4083

  erekson.josh@dorsey.com

  November 27, 2024

  VIA EDGAR AS CORRESPONDENCE

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Industrial Applications and Services

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Jeanne Baker and Terence O’Brien

    Re:

    SeaStar Medical Holding Corporation

    Form 10-K filed April 16, 2024

    File No. 001-39927

  Dear Ms. Baker and Mr. O’Brien:

  On behalf of SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter dated November 26, 2024 (the “Comment Letter”), relating to the above-referenced filing of the Company’s Form 10-K for the fiscal year ended December 31, 2023.

  Set forth below are the Company’s responses to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings used in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms used but not defined herein have the meanings set forth in the Form 10-K for the fiscal year ended December 31, 2023.

  Form 10-K for the Fiscal Year Ended December 31, 2023

  Item 9A. Controls and Procedures.

  Management's Annual Report on Internal Control Over Financial Reporting, page 141

  1. We note your statement that you are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations. Please note that your facts do not fit within the circumstances set forth in this guidance. Ensure

  Jeanne Baker and Terence O’Brien

November 27, 2024

  your future filings on Form 10-K include management’s annual report on internal control over financial reporting, as required by Item 308 of Regulation S-K.

  Response: The Company acknowledges the Staff’s comment. In future filings on Form 10-K, the Company will include management’s annual report on internal control over financial reporting, as required by Item 308 of Regulation S-K.

  *    *    *    *    *    *

  If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at +1 (801) 933-4083 or via email at erekson.josh@dorsey.com.

    Sincerely,

    Dorsey & Whitney LLP

    By:

    /s/ Josh Erekson

    Name:

    Josh Erekson

November 26, 2024
David Green
Chief Financial Officer
SeaStar Medical Holding Corp
3513 Brighton Blvd., Suite 410
Denver, CO 80216
Re:SeaStar Medical Holding Corp
Form 10-K filed April 16, 2024
File No. 001-39927
Dear David Green:
            We have reviewed your filing and have the following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 9A. Controls and Procedures.
Management's Annual Report on Internal Control Over Financial Reporting, page 141
1.We note your statement that you are excluding management’s report on internal
control over financial reporting pursuant to Section 215.02 of the SEC Division of
Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations.
Please note that your facts do not fit within the circumstances set forth in this
guidance. Ensure your future filings on Form 10-K include management’s annual
report on internal control over financial reporting, as required by Item 308 of
Regulation S-K.
            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.
            Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.

November 26, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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SeaStar Medical Holding
Corporation

3513 Brighton Blvd,
Suite 410

Denver, CO 80216

August 23, 2024

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation
Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jane Park

Re: SeaStar Medical
Holding Corporation – Registration Statement on Form S-3 (File No. 333-280683)

Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration
Statement on Form S-3 (File No. 333-280683) (the “Registration Statement”) of SeaStar Medical Holding Corporation. We respectfully
request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on August 27, 2024, or as soon thereafter as is
practicable. Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Dorsey &
Whitney LLP, by calling Nolan Taylor at (801) 933-7366.

    Very truly yours,

    SeaStar Medical Holding Corporation

    By:
    /s/ Eric Schlorff

    Name:
    Eric Schlorff

    Title:
    Chief Executive Officer

CORRESP
1
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SeaStar Medical Holding
Corporation

3513 Brighton Blvd,
Suite 410

Denver, CO 80216

August 23, 2024

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation
Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Nicholas O'Leary

Re: SeaStar Medical
Holding Corporation – Registration Statement on Form S-3 (File No. 333-281220)

Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration
Statement on Form S-3 (File No. 333-281220) (the “Registration Statement”) of SeaStar Medical Holding Corporation. We respectfully
request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on August 27, 2024, or as soon thereafter as is
practicable. Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Dorsey &
Whitney LLP, by calling Nolan Taylor at (801) 933-7366.

    Very truly yours,

    SeaStar Medical Holding Corporation

    By:
    /s/ Eric Schlorff

    Name:
    Eric Schlorff

    Title:
    Chief Executive Officer

August 7, 2024
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-3
Filed August 2, 2024
File No. 333-281220
Dear Eric Schlorff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Taylor Nolan, Esq.

July 10, 2024
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-3
Filed July 3, 2024
File No. 333-280683
Dear Eric Schlorff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Nolan S. Taylor, Esq.

CORRESP
1
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    SEASTAR MEDICAL HOLDING CORP.

    3513 Brighton Blvd, Suite 410

    Denver, CO 80216

    February 12, 2024

    VIA EDGAR Correspondence

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Industrial Applications and Services

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

              Juan Grana

            Re:

              Acceleration of Effective Date

                SeaStar Medical Holding Corporation

                Registration Statement on Form S-3 (File No. 333-276675)

    Dear Mr. Grana:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), SeaStar Medical Holding Corporation (the “Registrant”) hereby requests that the effective date of the above-referenced
      Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement becomes effective under the Securities Act at 4:00 p.m., Eastern Time, on Wednesday, February 14, 2024, or as soon as practicable thereafter, or
      at such other time as the Company or its outside counsel, Morgan, Lewis & Bockius LLP, requests by telephone that such Registration Statement be declared effective.

    The Registrant respectfully requests that you notify Mr. Albert Lung of Morgan, Lewis & Bockius LLP of such effectiveness by a telephone call to (650) 843-4000 or via email at albert.lung@morganlewis.com.

            Very truly yours,

            SeaStar Medical Holding Corp

            By:

            /s/ Eric Schlorff

            Eric Schlorff

            Chief Executive Officer

CORRESP
1
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            Morgan, Lewis & Bockius LLP

            1400 Page Mill Road

            Palo Alto, CA 94304

            Tel.  +1.650.843.4000

            Fax: +1.650.843.4001

            www.morganlewis.com

            Albert Lung

          Partner

          +1.650.843.7263

          Albert.lung@morganlewis.com

    February 9, 2024

    VIA EDGAR AS CORRESPONDENCE

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Industrial Applications and Services

      100 F Street, N.E.

      Washington, D.C. 20549

    Attention:        Juan Grana

                         Jane Park

            Re:

            SeaStar Medical Holding Corporation

            Registration Statement on Form S-3

            Filed January 24, 2024

            File No. 333-276675

    To Whom It May Concern:

    On behalf of SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), we are responding to the comments of the staff (the “Staff”) of
      the U.S. Securities and Exchange Commission contained in its letter dated February 2, 2024 (the “Comment Letter”), relating to the above-referenced filing of the Company’s Registration Statement on Form S-3.

    Set forth below are the Company’s response to the Staff’s comments. The response set forth below is based upon information provided by the Company, which we have not
      independently verified. For the convenience of the Staff, the response contained herein utilizes the numbering of the comments and the heading used in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below.
      Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1 to Form S-3 (the “Form S-3”).

    Registration Statement on Form S-3

    General

          1.

            Please revise your cover page and summary to disclose that your common stock is currently subject to delisting procedures by Nasdaq for failing to comply with the minimum market
              value of listed securities and minimum bid price requirements set forth in Nasdaq

    Listing Rules 5550(b)(2) and 555(a)(2), respectively. Please also disclose the risks of a potential delisting of your common stock.

    Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 4-5 of the
      Form S-3 accordingly.

          2.

            We note that the Second Amendment to the Securities Purchase Agreement filed as Exhibit 10.7 states that "[c]ommencing after the Second Closing Date...the Purchaser may, in its
              sole and absolute discretion, purchase the Securities on an Additional Closing Date" and that "the Purchaser shall have no obligation to purchase any additional Securities except for the Initial Funding." We also note your disclosure that you
              expect to complete the seventh Additional closing within two business days of the filing of this registration statement. Generally, securities issued in a private transaction may not be registered for resale until after the private placement
              is completed. In this regard, we note that 3i does not appear to be irrevocably bound to purchase the securities. Please provide your analysis regarding how registration of those securities is appropriate. For guidance, refer to Securities
              Act Sections Compliance & Disclosure Interpretation 139.11.

    Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that
      the seventh Additional Closing occurred on January 24, 2024 and the Company has revised the disclosure on the cover page of the Form S-3 accordingly. Given that the seventh Additional Closing has already occurred and the Notes and Warrants were
      issued to the Selling Securityholder pursuant to a valid exemption under Section 4(2) of the Securities Act, it is appropriate for the Company to register shares issuable upon the conversion of such Notes and the exercise of such Warrants under a
      resale registration statement on Form S-3, and such registration is consistent with the guidance under Compliance & Disclosure Interpretation 139.11.

    *   *   *   *   *  *

    If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at
        (650)843-7263 or via email at albert.lung@morganlewis.com.

    Sincerely,

    Morgan, Lewis & Bockius LLP

    By:            /s/ Albert Lung

    Name:       Albert Lung

    cc:

United States securities and exchange commission logo
February 2, 2024
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-3
Filed January 24, 2024
File No. 333-276675
Dear Eric Schlorff:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Registration Statement on Form S-3
General
1.Please revise your cover page and summary to disclose that your common stock is
currently subject to delisting procedures by Nasdaq for failing to comply with the
minimum market value of listed securities and minimum bid price requirements set forth
in Nasdaq Listing Rules 5550(b)(2) and 555(a)(2), respectively. Please also disclose the
risks of a potential delisting of your common stock.
2.We note that the Second Amendment to the Securities Purchase Agreement filed as
Exhibit 10.7 states that "[c]ommencing after the Second Closing Date...the Purchaser may,
in its sole and absolute discretion, purchase the Securities on an Additional Closing Date"
and that "the Purchaser shall have no obligation to purchase any additional Securities
except for the Initial Funding." We also note your disclosure that you expect to complete
the seventh Additional closing within two business days of the filing of this registration
statement. Generally, securities issued in a private transaction may not be registered for

 FirstName LastNameEric Schlorff
 Comapany NameSeaStar Medical Holding Corporation
 February 2, 2024 Page 2
 FirstName LastName
Eric Schlorff
SeaStar Medical Holding Corporation
February 2, 2024
Page 2
resale until after the private placement is completed. In this regard, we note that 3i does
not appear to be irrevocably bound to purchase the securities. Please provide your analysis
regarding how registration of those securities is appropriate. For guidance, refer to
Securities Act Sections Compliance & Disclosure Interpretation 139.11.
            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.
            Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Lung, Esq.

CORRESP
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  SEASTAR MEDICAL HOLDING CORP.

  3513 Brighton Blvd, Suite 410

  Denver, CO 80216

  December 20, 2023

  VIA EDGAR Correspondence

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Industrial Applications and Services

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Abby Adams

        Re:

          Acceleration of Effective Date

            SeaStar Medical Holding Corporation

            Registration Statement on Form S-3 (File No. 333-275968)

  Dear Ms. Adams:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), SeaStar Medical Holding Corporation (the “Registrant”) hereby requests
    that the effective date of the above-referenced Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement becomes effective under the Securities Act at 4:00 p.m., Eastern Time, on Friday, December 22, 2023,
    or as soon as practicable thereafter, or at such other time as the Company or its outside counsel, Morgan, Lewis & Bockius LLP, requests by telephone that such Registration Statement be declared effective.

  The Registrant respectfully requests that you notify Mr. Albert Lung of Morgan, Lewis & Bockius LLP of such effectiveness by a telephone call to (650)
    843-4000 or via email at albert.lung@morganlewis.com.

          Very truly yours,

          SeaStar Medical Holding Corp

          By:

          /s/ Eric Schlorff

          Eric Schlorff

          Chief Executive Officer

United States securities and exchange commission logo
December 19, 2023
Eric Schlorff
Chief Executive Officer
SeaStar Medical Holding Corp
3513 Brighton Blvd., Suite 410
Denver, CO 80216
Re:SeaStar Medical Holding Corp
Registration Statement on Form S-3
File No. 333-275968
Filed December 8, 2023
Dear Eric Schlorff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Abby Adams at 202-551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Lung, Esq.

CORRESP
1
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    SEASTAR MEDICAL HOLDING CORP.

    3513 Brighton Blvd, Suite 410

    Denver, CO 80216

    December 7, 2023

    VIA EDGAR Correspondence

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Industrial Applications and Services

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention:           Conlon Danberg

              Re:

              Acceleration of Effective Date

              SeaStar Medical Holding Corporation

              Registration Statement on Form S-3 (File No. 333-275844)

    Dear Mr. Conlon Danberg:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), SeaStar Medical Holding Corporation (the “Registrant”) hereby requests that the effective date of the
      above-referenced Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement becomes effective under the Securities Act at 4:00 p.m., Eastern Time, on Monday, December 11, 2023, or as soon as practicable
      thereafter, or at such other time as the Company or its outside counsel, Morgan, Lewis & Bockius LLP, requests by telephone that such Registration Statement be declared effective.

    The Registrant respectfully requests that you notify Mr. Albert Lung of Morgan, Lewis & Bockius LLP of such effectiveness by a telephone call to (650) 843-4000 or via email at
      albert.lung@morganlewis.com.

    Very truly yours,

    SeaStar Medical Holding Corp

    By:  /s/ Eric Schlorff

           Eric Schlorff

           Chief Executive Officer

United States securities and exchange commission logo
December 6, 2023
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-3
Filed December 1, 2023
File No. 333-275844
Dear Eric Schlorff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Lung, Esq.

United States securities and exchange commission logo
July 27, 2023
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 July 20, 2023
File No. 333-273359
Dear Eric Schlorff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Lung, Esq.

CORRESP
1
filename1.htm

CORRESP

 SEASTAR MEDICAL HOLDING CORP.

3513 Brighton Blvd, Suite 410

Denver, CO 80216

July 27, 2023

 VIA EDGAR
Correspondence

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Mr. Nicholas O’Leary

Re:
 Acceleration of Effective Date

SeaStar Medical Holding Corporation

Registration Statement on Form S-1 (File No. 333-273359)

Dear Mr. O’Leary:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), SeaStar Medical Holding Corporation (the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement (the “Registration
Statement”) be accelerated so that the Registration Statement becomes effective under the Securities Act at 4:05 p.m., Eastern Time, on Monday, July 31, 2023, or as soon as practicable thereafter.

The Registrant respectfully requests that you notify Mr. Albert Lung of Morgan, Lewis & Bockius LLP of such effectiveness by a telephone call to
(650) 843-4000 or via email at albert.lung@morganlewis.com.

Very truly yours,

SeaStar Medical Holding Corp

By:

/s/ Eric Schlorff

Eric Schlorff

Chief Executive Officer

CORRESP
1
filename1.htm

SEC Acceleration Request Letter

 SEASTAR MEDICAL HOLDING CORP.

3513 Brighton Blvd, Suite 410

Denver, CO 80216

 April 24,
2023

 VIA EDGAR Correspondence

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Industrial Applications and Services

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention:
    Mr. Nicholas O’Leary

Re:
 Acceleration of Effective Date

SeaStar Medical Holding Corp

Amendment No. 1 to Registration Statement on Form S-1 (File
No. 333-271215)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), SeaStar Medical Holding Corp. (the “Registrant”)
hereby requests that the effective date of the above-referenced Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement becomes effective under the Securities Act at 4:05 p.m., Eastern Time,
on Wednesday, April 26, 2023, or as soon as practicable thereafter.

 The Registrant respectfully requests that you notify Mr. Albert Lung of Morgan,
Lewis & Bockius LLP of such effectiveness by a telephone call to (650) 843-4000 or via email at albert.lung@morganlewis.com.

Very truly yours,

SeaStar Medical Holding Corp

By:

 /s/ Eric Schlorff

Eric Schlorff

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 Morgan, Lewis & Bockius LLP

1400 Page Mill Road

 Palo Alto, CA 94304

Tel. +1.650.843.4000

 Fax: +1.650.843.4001

www.morganlewis.com

 Albert Lung

Partner

 +1.650.843.7263

Albert.lung@morganlewis.com

 April 21, 2023

 VIA EDGAR AS CORRESPONDENCE

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Industrial Applications and Services

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Benjamin Richie

Re:
 SeaStar Medical Holding Corporation

 Post-Effective Amendment No. 2 to Registration Statement on Form
S-1

 Filed March 31, 2023

 File No. 333-268503

Dear Mr. Richie:

 On behalf of SeaStar Medical
Holding Corporation, a Delaware corporation (the “Company”), we are responding to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter dated April 16,
2023 (the “Comment Letter”), relating to the above-referenced filing of the Company’s Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (the “Form S-1”).

 Set forth below are the Company’s response to the Staff’s comment.
The response set forth below is based upon information provided by the Company, which we have not independently verified. For the convenience of the Staff, the response contained herein utilizes the numbering of the comment and the heading used in
the Comment Letter, and the text of the Staff’s comment is reproduced in italics below.

 Benjamin Richie

April 21, 2023

  Page
 2

 Post-Effective Amendment No. 2 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 a 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.

 Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Form S-1
went effective on January 9, 2023, and included the information required by Item 402 of Regulation S-K as of the fiscal year ended December 31, 2022. We respectfully submit that the prospectus
contained in the Post-Effective Amendment No. 1 filed on March 28, 2023 contained audited financial statements as of December 31, 2021 and December 31, 2020 and, therefore, complied with Section 10(a)(3) of the Securities
Act of 1933, which requires that “when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date no more than 16 months prior to such use.” As
disclosed in the explanatory note, the Post-Effective Amendment No. 1 filed on March 28, 2023 was filed to correct disclosure on the amount of stock awards of named executive officers in the Summary Compensation Table and certain
additional disclosures to reflect material developments since the effective date. The Post-Effective Amendment No. 2 filed on March 31, 2022, which only included an updated exhibit, was inadvertently filed using the EDGAR header tag POS AM
instead of the EDGAR header tag POS EX, which the Company was eligible to use pursuant to Rule 401(g) of the Securities Act.

Notwithstanding the above, the Company acknowledges that, as articulated in Section 1220.10 of the Division of Corporation Finance’s
Financial Report Manual, a post-effective amendment “must include updated financial statements meeting the requirements of Regulation S-K at effectiveness of the amendment,” (emphasis added).
The Company has filed Post-Effective Amendment No. 3 with a complete prospectus to include updated financial statements with this response letter.

*    *    *    *    *    *

 If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at (650)843-7263 or via email at albert.lung@morganlewis.com.

Sincerely,

Morgan, Lewis & Bockius LLP

By:

/s/ Albert Lung

Name: Albert Lung

cc:

CORRESP
1
filename1.htm

CORRESP

 Morgan, Lewis & Bockius LLP

 1400 Page Mill
Road

 Palo Alto, CA 94304

 Tel. +1.650.843.4000

Fax: +1.650.843.4001

 www.morganlewis.com

Albert Lung

 Partner

+1.650.843.7263

 Albert.lung@morganlewis.com

April 21, 2023

 VIA EDGAR AS
CORRESPONDENCE

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Benjamin Richie

Re:
 SeaStar Medical Holding Corporation

Post-Effective Amendment No. 2 to Registration Statement on Form S-1

Filed March 31, 2023

File No. 333-269338

Dear Mr. Richie:

 On behalf of SeaStar Medical
Holding Corporation, a Delaware corporation (the “Company”), we are responding to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter dated
April 16, 2023 (the “Comment Letter”), relating to the above-referenced filing of the Company’s Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (the “Form S-1”).

 Set forth below are the
Company’s response to the Staff’s comment. The response set forth below is based upon information provided by the Company, which we have not independently verified. For the convenience of the Staff, the response contained herein utilizes
the numbering of the comment and the heading used in the Comment Letter, and the text of the Staff’s comment is reproduced in italics below.

 Benjamin Richie

April 21, 2023

  Page
 2

 Post-Effective Amendment No. 2 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.

 Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Form S-1
went effective on January 30, 2023, and included the information required by Item 402 of Regulation S-K as of the fiscal year ended December 31, 2022. We respectfully submit that the prospectus
contained in the Post-Effective Amendment No. 1 filed on March 28, 2023 contained audited financial statements as of December 31, 2021 and December 31, 2020 and, therefore, complied with Section 10(a)(3) of the Securities
Act of 1933, which requires that “when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date no more than 16 months prior to such use.” As
disclosed in the explanatory note, the Post-Effective Amendment No. 1 filed on March 28, 2023 was filed to correct disclosure on the amount of stock awards of named executive officers in the Summary Compensation Table and certain
additional disclosures to reflect material developments since the effective date. The Post-Effective Amendment No. 2 filed on March 31, 2022, which only included an updated exhibit, was inadvertently filed using the EDGAR header tag POS AM
instead of the EDGAR header tag POS EX, which the Company was eligible to use pursuant to Rule 401(g) of the Securities Act.

Notwithstanding the above, the Company acknowledges that, as articulated in Section 1220.10 of the Division of Corporation Finance’s
Financial Report Manual, a post-effective amendment “must include updated financial statements meeting the requirements of Regulation S-K at effectiveness of the amendment,” (emphasis added).
The Company has filed Post-Effective Amendment No. 3 with a complete prospectus to include updated financial statements with this response letter.

*    *    *    *    *     *

 If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at (650)843-7263 or via email at albert.lung@morganlewis.com.

 Benjamin Richie

April 21, 2023

  Page
 3

Sincerely,

Morgan, Lewis & Bockius LLP

By:

/s/ Albert Lung

Name:

Albert Lung

cc:

United States securities and exchange commission logo
April 19, 2023
Eric Schlorff
Chief Executive Officer
SeaStar Medical Holding Corp
3513 Brighton Blvd, Suite 410
Denver, CO 80216
Re:SeaStar Medical Holding Corp
Registration Statement on Form S-1
Filed on April 11, 2023
File No. 333-271215
Dear Eric Schlorff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Nicholas O'Leary at (202) 551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Lung

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

United States securities and exchange commission logo
January 26, 2023
Eric Schlorff
Chief Executive Officer
SeaStar Medical Holding Corp
3513 Brighton Blvd, Suite 410
Denver, CO 80216
Re:SeaStar Medical Holding Corp
Registration Statement on Form S-1
Filed January 20, 2023
File No. 333-269338
Dear Eric Schlorff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

CORRESP

 SEASTAR MEDICAL HOLDING CORP.

3513 Brighton Blvd, Suite 410

Denver, CO 80216

January 26, 2023

 VIA EDGAR
Correspondence

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and

 Services

 100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Ms. Jordan Nimitz

Re:

Acceleration of Effective Date

 SeaStar Medical Holding Corp.

Registration Statement on Form S-1 (File No. 333-269338 )

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), SeaStar Medical Holding Corp. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement (the “Registration Statement”) be
accelerated so that the Registration Statement becomes effective under the Securities Act at 9:05 a.m., Eastern Time, on Monday, January 30, 2023, or as soon thereafter as practicable.

The Registrant respectfully requests that you notify Mr. Albert Lung of Morgan, Lewis & Bockius LLP of such effectiveness by a telephone call to
(650) 215-3300 or via email at albert.lung@morganlewis.com.

Very truly yours,

SeaStar Medical Holding Corp

By:

 /s/ Eric Schlorff

Eric Schlorff

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 SeaStar Medical Holding Corporation

3513 Brighton Blvd, Suite 410

Denver, CO 80216

January 6, 2023

 VIA EDGAR AS
CORRESPONDENCE

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Jordan Nimitz

Re:
 SeaStar Medical Holding Corporation

Registration Statement on Form S-1

File No. 333-268503

Dear Ms. Nimitz:

 Pursuant to Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, SeaStar Medical Holding Corporation hereby requests acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-268503) so that such registration statement may become effective as of 4:05 p.m., Eastern time, on January 9, 2023, or as soon as practicable
thereafter.

Sincerely,

SeaStar Medical Holding Corporation

By:

 /s/ Eric Schlorff

Name:

Eric Schlorff

Title:

Chief Executive Officer

CORRESP
1
filename1.htm

SEC Response Letter

 Morgan, Lewis & Bockius LLP

1400 Page Mill Road

 Palo Alto, CA 94304

Tel. +1.650.843.4000

 Fax: +1.650.843.4001

www.morganlewis.com

 Albert Lung

Partner

 +1.650.843.7263

Albert.lung@morganlewis.com

 January 4, 2023

 VIA EDGAR AS CORRESPONDENCE

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Industrial Applications and Services

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Jordan Nimitz

Re:
 SeaStar Medical Holding Corporation

Amendment No. 1 to Registration Statement on Form S-1

Filed December 15, 2022

File No. 333-268503

Dear Ms. Nimitz:

 On behalf of SeaStar Medical
Holding Corporation, a Delaware corporation (the “Company”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter dated
December 29, 2022 (the “Comment Letter”), relating to the above-referenced filing of the Company’s Amendment No. 1 to Registration Statement on Form S-1.

Set forth below are the Company’s responses to the Staff’s comments. The responses set forth below are based upon information
provided by the Company, which we have not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings used in the Comment Letter, and the text of the Staff’s
comments is reproduced in italics below. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2 to Form S-1 (the “Form
S-1”).

 Jordan Nimitz

January 4, 2023

 Page 2

 Amendment No. 1 to Form S-1 filed December 15, 2022

 Management’s Discussion and Analysis of Financial Condition and Results of Operation Overview, page 46

1.
 We note your revised disclosures in response to prior comment 8. Please further revise your description of
these agreements to update for the closing, including the amount that you have paid under these agreements and the impact such payments have on your available cash

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 47 of the Form S-1 accordingly.

 Liquidity and Capital Resources, page 51

2.
 We note your revisions in response to our prior comment 9 and reissue in part. Please discuss the effect of
this offering on the company’s ability to raise additional capital.

 Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 52 of the Form S-1 accordingly.

*    *    *    *    *    *

 If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at (650)843-7263 or via email at albert.lung@morganlewis.com.

Sincerely,

Morgan, Lewis & Bockius LLP

By:

/s/ Albert Lung

Name:

Albert Lung

cc:

United States securities and exchange commission logo
December 29, 2022
Eric Schlorff
Chief Executive Officer
SeaStar Medical Holding Corporation
3513 Brighton Blvd., Suite 410
Denver, CO 80216
Re:SeaStar Medical Holding Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed December 15, 2022
File No. 333-268503
Dear Eric Schlorff:
            We have reviewed your amended registration statement 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our December 5, 2022 letter.
Amendment No. 1 to Form S-1 filed December 15, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 46
1.We note your revised disclosures in response to prior comment 8.  Please further revise
your description of these agreements to update for the closing, including the amount that
you have paid under these agreements and the impact such payments have on your
available cash.

 FirstName LastNameEric Schlorff
 Comapany NameSeaStar Medical Holding Corporation
 December 29, 2022 Page 2
 FirstName LastName
Eric Schlorff
SeaStar Medical Holding Corporation
December 29, 2022
Page 2
Liquidity and Capital Resources, page 51
2.We note your revisions in response to our prior comment 9 and reissue in part.
Please discuss the effect that this offering may have on your ability to raise additional
capital.
            Please contact Jordan Nimitz at 202-551-5831 or Dorrie Yale at 202-551-8776 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Lung, Esq.

CORRESP
1
filename1.htm

CORRESP

 Morgan, Lewis & Bockius LLP

 1400 Page Mill
Road

 Palo Alto, CA 94304

 Tel. +1.650.843.4000

Fax: +1.650.843.4001

 www.morganlewis.com

 Albert Lung

Partner

 +1.650.843.7263

Albert.lung@morganlewis.com

December 15, 2022

 VIA
EDGAR AS CORRESPONDENCE

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Jordan Nimitz

 Re:

SeaStar Medical Holding Corporation

 Registration Statement on Form S-1

 Filed November 21, 2022

 File No. 333-268503

 Dear Ms. Nimitz:

On behalf of SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), we are responding to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter dated December 5, 2022 (the “Comment Letter”), relating to the above-referenced filing of the Company’s
Registration Statement on Form S-1 (the “Form S-1”).

Set forth below are the Company’s responses to the Staff’s comments. The responses set forth below are based upon information
provided by the Company, which we have not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings used in the Comment Letter, and the text of the Staff’s
comments is reproduced in italics below. Capitalized terms used but not defined herein have the meanings set forth in the Form S-1.

 Jordan Nimitz

December 15, 2022

 Page 2

 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.

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

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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 4, 35-36, and 52 accordingly.

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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and page 35 accordingly.

 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.

 Jordan Nimitz

December 15, 2022

 Page 3

 Response: The Company acknowledges the Staff’s comment and
has revised the disclosure on page 3 accordingly.

 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.

 Response: The Company acknowledges the Staff’s comment and has revised
the disclosure on pages 7-8 accordingly.

 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 34 accordingly.

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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 47 accordingly. The Company notes
that following the reclassification of the Company’s capital structure in connection with the closing of the business combination, the Company no longer has an “Class A” or “Class B” common stock or ordinary
shares, and instead the Company has only one class of common stock.

 Jordan Nimitz

December 15, 2022

 Page 4

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.

 Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on page 47 to describe material terms of the forward purchase agreements and the payments made thereunder thus far. The Company notes that the forward purchase agreements do not
pose any risk to “other holders” of the Company, except that Vellar and HB Strategies (the “FPA Sellers”) may decide to sell shares of Common Stock they currently hold into the market in the future, which may negatively impact
the trading price of Common Stock. The Company believes that the forward purchase agreements allow the Company to raise additional capital because the Company is entitled to receive a portion of proceeds from future sales of shares by FPA Sellers
pursuant to the terms of the forward purchase agreements. However, FPA Sellers may not be incentivized to make any such sales if the trading price of Common Stock is below the specified “reset price” as defined in the forward purchase
agreement. Accordingly, the Company has revised the disclosures on page 47 to discuss future impact of the forward purchase agreements on the Company’s cash flow and the risks associated thereof.

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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 52 accordingly.

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.

 Jordan Nimitz

December 15, 2022

 Page 5

 Response: The Company acknowledges the Staff’s comment and
has revised the disclosure on pages 68-69 accordingly.

 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure accordingly throughout the Form S-1.

*    *    *    *    *    *

If the Staff has any questions or comments regarding the foregoing, please contact the undersigned by telephone at (650)843-7263 or via email at albert.lung@morganlewis.com.

 Sincerely,

 Morgan, Lewis & Bockius LLP

 By:

 /s/ Albert Lung

 Name:

Albert Lung

cc:

United States securities and exchange commission logo
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.

CORRESP
1
filename1.htm

SEC Response Letter

 LMF ACQUISITION OPPORTUNITIES, INC.

1200 W. Platt Street, Suite 100

Tampa, Florida 33606

September 22, 2022

 VIA EDGAR
Correspondence

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F. Street, N.E.

 Washington, D.C. 20549

Attn: Ms. Abby Adams

Re:
 Acceleration of Effective Date

LMF Acquisition Opportunities, Inc.

Registration Statement on Form S-4 (File
No. 333-264993)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), LMF Acquisition Opportunities, Inc. (the
“Registrant”) hereby requests that the effective date of the above-referenced Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement becomes effective under the Securities Act at
4:00 p.m., Eastern Time, on Monday, September 26, 2022, or as soon thereafter as practicable.

 The Registrant respectfully requests
that you notify Mr. Curt Creely of Foley & Lardner LLP of such effectiveness by a telephone call to (813) 225-4122 or via email at ccreely@foley.com.

Very truly yours,

LMF Acquisition Opportunities, Inc.

By:

 /s/ Bruce M. Rodgers

Bruce M. Rodgers

Chief Executive Officer and Chairman of the Board

CORRESP
1
filename1.htm

SEC Response Letter

ATTORNEYS AT LAW

100 NORTH TAMPA STREET, SUITE 2700

 TAMPA, FL 33602-5810

 813.229.2300 | 105 TEL

 813.221.4210 FAX

 WWW.FOLEY.COM

 WRITER’S DIRECT LINE

 813.225.4122
PHONE

 ccreely@foley.com EMAIL

CLIENT/MATTER NUMBER

129722-0103

 September 21, 2022

Ms. Abby Adams

 Office of Life Sciences

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street NE

 Washington, DC 20549

Re:
 LMF Acquisition Opportunities, Inc.

 Amendment No. 3 to Registration Statement on Form S-4

 Filed August 13, 2022

 File No. 333-264993

Dear Ms. Adams:

 On behalf of our client,
LMF Acquisition Opportunities, Inc. (the “Company” or “LMAO”), set forth below are the responses of the Company to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the
Staff’s letter, dated September 19, 2022, with respect to the above-referenced filing. The numbered items set forth below repeat (in bold italics) the comments of the Staff reflected in the comment letter, and following such comments are
the responses of the Company (in regular type). Concurrently herewith, the Company is filing Amendment No. 4 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) that
reflects the responses to your comments. In addition, we are delivering to the Staff clean and marked courtesy copies of the Amended Registration Statement. Capitalized terms used but not defined in this letter have the meanings given to such terms
in the Amended Registration Statement. References to page numbers in this letter are to page numbers in the Amended Registration Statement.

Amendment No. 3 to Registration Statement on Form S-4

SeaStar Medical’s Business

 Clinical Studies, page
177

1.
 We reissue comment 6 insofar as you have not provided all serious adverse events for (1) the AKI
Safety, Mortality and Device Integrity Study on page 177, for which you provide a non-exclusive list of serious adverse events, and (2) the Pilot Feasibility Trial of SCD Therapy in ESRD Patients on page
181, for which you state “very few adverse events or SAEs were observed,” without further specifying all serious adverse events.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 177 and 182 of the Amended
Registration Statement to (1) clarify that there were no serious adverse events for the AKI Safety, Mortality and Device Integrity Study, and (2) list all serious adverse events for the Pilot Feasibility Trial of SCD Therapy in ESRD
Patients in a tabular format.

 AUSTIN

 BOSTON

CHICAGO

 DALLAS

DENVER

 DETROIT

 HOUSTON

JACKSONVILLE

 LOS ANGELES

MADISON

 MEXICO CITY

 MIAMI

MILWAUKEE

 NEW YORK

ORLANDO

 SACRAMENTO

 SAN DIEGO

SAN FRANCISCO

 SILICON VALLEY

TALLAHASSEE

 TAMPA

 WASHINGTON, D.C.

BRUSSELS

 TOKYO

 U.S. Securities and Exchange Commission

September 21, 2022

  Page
 2

 *    *    *

Please note that the Company has also updated certain other portions of the registration statement on Form
S-4, as shown on the clean and marked courtesy copies of the Amended Registration Statement provided.

*    *    *

If the Staff has any questions with respect to any of the foregoing, please contact the undersigned at (813)
225-4122.

 Very truly yours,

/s/ Curt P. Creely, Esq.

Curt P. Creely, Esq.

Foley & Lardner LLP

cc:
 Bruce M. Rodgers, LMF Acquisition Opportunities, Inc.

 Richard Russell, LMF Acquisition Opportunities, Inc.

 - 2 -

United States securities and exchange commission logo
September 19, 2022
Bruce M. Rodgers
Chief Executive Officer
LMF Acquisition Opportunities, Inc.
1200 W. Platt St., Suite 100
Tampa, Florida 33606
Re:LMF Acquisition Opportunities, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed September 13, 2022
File No. 333-264993
Dear Mr. Rodgers:
            We have reviewed your amended registration statement and have the following
comment.  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.
Amendment No. 3 to Registration Statement on Form S-4
Seastar Medical's Business
Clinical Studies, page 177
1.We reissue comment 6 insofar as you have not provided all serious adverse events for (1)
the AKI Safety, Mortality and Device Integrity Study on page 177, for which you provide a
non-exclusive list of serious adverse events, and (2) the Pilot Feasibility Trial of SCD
Therapy in ESRD Patients on page 181, for which you state "very few adverse events or
SAEs were observed," without further specifying all serious adverse events.

 FirstName LastNameBruce M. Rodgers
 Comapany NameLMF Acquisition Opportunities, Inc.
 September 19, 2022 Page 2
 FirstName LastName
Bruce M. Rodgers
LMF Acquisition Opportunities, Inc.
September 19, 2022
Page 2
            You may contact Tracie Mariner at (202) 551-3744 or Al Pavot at (202) 551-3738 if you
have questions regarding the financial statements and related matters.  Please contact Abby
Adams at (202) 551-6902 or Jason Drory at (202) 551-8342 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Curt P. Creely, Esq.

CORRESP
1
filename1.htm

SEC Response Letter

 ATTORNEYS AT LAW

100 NORTH TAMPA STREET, SUITE 2700

 TAMPA, FL 33602-5810

813.229.2300 | 105 TEL

 813.221.4210 FAX

WWW.FOLEY.COM

WRITER’S DIRECT LINE

 813.225.4122 PHONE

ccreely@foley.com EMAIL

CLIENT/MATTER NUMBER

 129722-0103

 September 13, 2022

Ms. Abby Adams

 Office of Life Sciences

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street NE

 Washington, DC 20549

 Re:

LMF Acquisition Opportunities, Inc.

Amendment No. 2 to Registration Statement on Form S-4

Filed August 24, 2022

File No. 333-264993

 Dear Ms. Adams:

On behalf of our client, LMF Acquisition Opportunities, Inc. (the “Company” or “LMAO”), set forth below are the responses
of the Company to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated September 2, 2022, with respect to the above-referenced filing. The numbered items set
forth below repeat (in bold italics) the comments of the Staff reflected in the comment letter, and following such comments are the responses of the Company (in regular type). Concurrently herewith, the Company is filing Amendment No. 3 to the
Registration Statement on Form S-4 (the “Amended Registration Statement”) that reflects the responses to your comments. In addition, we are delivering to the Staff clean and marked courtesy copies of
the Amended Registration Statement. Capitalized terms used but not defined in this letter have the meanings given to such terms in the Amended Registration Statement. References to page numbers in this letter are to page numbers in the Amended
Registration Statement.

 Amendment No. 2 to Registration Statement on Form S-4

Cover Page

1.
 We note the revised disclosure on the cover page in response to comment 1. We further note that your
“anticipated” scenario shown on the cover page appears to actually be your “No Redemption” scenario shown on page 121. Please update your disclosure to clarify the estimated ownership percentages provided is for the “No
Redemption” scenario or otherwise advise. Also, please revise the assumptions underlying the two scenarios depicted on the cover page to eliminate repetition and highlight the differences as it appears the only differences between the two
scenarios is “no redemptions” versus “maximum redemptions.” Finally, please refrain from describing your “No Redemption” scenario as the “anticipated” or “expected” scenario and make clarifying
disclosure throughout your filing, including on pages 8, 26, 73, and 143.

 AUSTIN

 BOSTON

CHICAGO

 DALLAS

DENVER

 DETROIT

 HOUSTON

JACKSONVILLE

 LOS ANGELES

MADISON

 MEXICO CITY

 MIAMI

MILWAUKEE

 NEW YORK

ORLANDO

 SACRAMENTO

 SAN DIEGO

SAN FRANCISCO

 SILICON VALLEY

TALLAHASSEE

 TAMPA

 WASHINGTON, D.C.

BRUSSELS

 TOKYO

 U.S. Securities and Exchange Commission

September 13, 2022

 Page 2

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on the cover page and also in numerous other
places in the Amended Registration Statement. In addition to the cover page, please see pages 3, 8-9, 27-28, 75-76, 125-126, 150-151, and 215 of the Amended Registration Statement.

 Questions
and Answers about the Proposals

 Q: What equity stake will current stockholders of LMAO and SeaStar Medical stockholders hold in the Combined
Company after closing?, page 8

2.
 Given the uncertainty regarding the potential number of LMAO public stockholders exercising their
redemption rights, please update your disclosure in this section so that the disclosure is consistent with your three scenarios (No Redemptions, 50% Redemption and Maximum Redemption) set out in your table on page 27.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages
8-9 of the Amended Registration Statement to be consistent with the three ownership scenarios.

 Background of
the Business Combination, page 99

3.
 We reissue comments 5 and 6 to the extent it remains unclear who led the efforts on behalf of LMAO to
find an acquisition partner and what consideration the Board gave to various potential candidates in the process, including when and how many times the Board met to consider acquisition candidates. Revise to clarify. In doing so, please clarify
throughout the background section what transactions the Board considered and determined to pursue or eliminated from consideration. In particular, for example, on page 101, you disclose, “[a]fter several more discussions between LMAO’s
management team and Board and with Company A and its financial advisors” further action occurred. Clarify if there were “several more discussions” with the Board and how many times the Board met with members of management at that
point and each time you reference “several more discussions” involving the Board, which occurs again numerous times throughout the background section.

 - 2 -

 U.S. Securities and Exchange Commission

September 13, 2022

 Page 3

 Response:

In response to the Staff’s comment, the Company has revised the disclosure in the “Background of the Business
Combination” section to include substantial additional detail regarding the process and efforts of the Board and LMAO’s management to find an acquisition partner. This additional detail includes, among other things, meeting dates,
other key dates, meeting topics, and the identification of participating LMAO management and Board members (as well as a description of who led the various efforts for LMAO). Please see pages 105-108 of the
Amended Registration Statement.

4.
 We note the information provided in response to comment 8. Please update your disclosure to clarify why
the Board felt it appropriate to rely on the enterprise valuations of large cap comparable companies given the current size of SeaStar Medical. In your correspondence you state the “LMAO Board believed that the nature of SeaStar Medical’s
product candidate in conjunction with its regulatory strategy was an important element of the future value of SeaStar Medical.” Please update your disclosure in your registration statement to discuss the qualitative and quantitative factors
your Board relied upon in greater detail to arrive at the pre-money valuation of no less than $85 million.

Response:

In response to the Staff’s comment, the Company has revised the subject disclosure to include, among other things, a more
detailed description of the quantitative and qualitative factors considered by the Board in arriving at its valuation determination, including the reasons for the Board’s consideration of large-cap
comparables and how they factored into the Board’s review. Please see pages 115 and 117-118 of the Amended Registration Statement.

Proposal 6 – The Nasdaq Proposal

 Overview, page
143

5.
 Please update your disclosure here to disclose the $2.5 million of Commitment Shares payable to
Tumim Stone Capital under the Common Stock Purchase Agreement.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 149 of the Amended Registration
Statement.

 Clinical Studies, page 169

6.
 We reissue comment 12 to the extent that you have not disclosed all serious adverse events that were
deemed study related. For example, on pages 170-171, list all of the SAEs experienced. On page 171, for the SCD-003-IDEG090189
study where no SAEs were found to be “definitively” related to the device by the principal investigator, please disclose any SAEs that were possibly related to the device or otherwise advise. In addition, in the first full paragraph on
page 172, list all SAEs, not only “the most frequent categories.” In this regard, it may be useful to provide this disclosure in tabular form.

 - 3 -

 U.S. Securities and Exchange Commission

September 13, 2022

 Page 4

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages
178-181 of the Amended Registration Statement to include all serious adverse events, principally in a tabular format.

General

7.
 We note the revised disclosure on the cover page regarding the Tumim Stone Capital LLC Common Stock
Purchase Agreement. Revise the cover page to disclose the discount to market price to be paid by Tumim and clarify that the agreement is an “equity-line financing agreement” consistent with your disclosure on page 24 and elsewhere. In
addition, please update your disclosure on the cover page to describe the $2.5 million commitment fee payable to Tumim in the form of Commitment Shares and update your estimated ownership percentages upon completion of the Business Combination
throughout your filing to account for the estimated Commitment Shares. Finally, please include a separate risk factor to address the potential dilutive effect of your equity line agreement with Tumim.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 8-9, 27-30, 75-77, 125-128, 149-151, 207, and 260 of
the Amended Registration Statement.

8.
 We note the revised disclosure on page 108 in response to comment 2. The revised disclosure states the
fact of the potential conflict of interest, but does not address what consideration the board gave to the fact. Please revise accordingly. In addition, please include a cross-reference to your risk factor on page 72 where Maxim’s potential
conflicts of interest is discussed in greater detail.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 113 of the Amended Registration
Statement to include additional detail regarding the consideration that the Board gave to Maxim’s potential conflicts of interest and to provide the requested cross-reference.

*    *    *

 - 4 -

 U.S. Securities and Exchange Commission

September 13, 2022

 Page 5

 Please note that the Company has also updated certain other portions of the registration
statement on Form S-4, as shown on the clean and marked courtesy copies of the Amended Registration Statement provided.

*    *    *

If the Staff has any questions with respect to any of the foregoing, please contact the undersigned at (813)
225-4122.

Very truly yours,

/s/ Curt P. Creely, Esq.

 Curt P. Creely, Esq.

 Foley &
Lardner LLP

 cc:    Bruce M. Rodgers, LMF Acquisition Opportunities, Inc.

Richard Russell, LMF Acquisition Opportunities, Inc.

 - 5 -

United States securities and exchange commission logo
September 2, 2022
Bruce M. Rodgers
Chief Executive Officer
LMF Acquisition Opportunities, Inc.
1200 W. Platt St., Suite 100
Tampa, Florida 33606
Re:LMF Acquisition Opportunities, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed August 24, 2022
File No. 333-264993
Dear Mr. Rodgers:
            We have reviewed your amended registration statement 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 22, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Cover Page
1.We note the revised disclosure on the cover page in response to comment 1.  We further
note that your "anticipated" scenario shown on the cover page appears to actually be your
"No Redemption" scenario shown on page 121.  Please update your disclosure to clarify
the estimated ownership percentages provided is for the "No Redemption" scenario or
otherwise advise.  Also, please revise the assumptions underlying the two scenarios
depicted on the cover page to eliminate repetition and highlight the differences as it
appears the only differences between the two scenarios is "no redemptions" versus
"maximum redemptions." Finally, please refrain from describing your "No Redemption"

 FirstName LastNameBruce M. Rodgers
 Comapany NameLMF Acquisition Opportunities, Inc.
 September 2, 2022 Page 2
 FirstName LastNameBruce M. Rodgers
LMF Acquisition Opportunities, Inc.
September 2, 2022
Page 2
scenario as the the "anticipated" or "expected" scenario and make clarifying disclosure
throughout your filing, including on pages 8, 26, 73 and 143.
Questions and Answers about the Proposals
Q: What equity stake will current stockholders of LMAO and SeaStar Medical stockholders hold
in the Combined Company after the closing?, page 8
2.Given the uncertainty regarding the potential number of LMAO public stockholders
exercising their redemption rights, please update your disclosure in this section so that the
disclosure is consistent with your three scenarios (No Redemption, 50% Redemption and
Maximum Redemption) set out in your table on page 27.
Background of the Business Combination, page 99
3.We reissue comments 5 and 6 to the extent it remains unclear who led the efforts on
behalf of LMAO to find an acquisition partner and what consideration the Board gave to
various potential candidates in the process, including when and how many times the
Board met to consider acquisition candidates. Revise to clarify. In doing so, please clarify
throughout the background section what transactions the Board considered and
determined to pursue or eliminated from consideration. In particular, for example, on page
101, you disclose, "[a]fter several more discussions between LMAO's management team
and Board and with Company A and its financial advisors" further action occurred.
Clarify if there were "several more discussions" with the Board and how many times the
Board met with members of management at that point and and each time you reference
"several more discussions" involving the Board, which occurs again numerous times
throughout the background section.
4.We note the information provided in response to comment 8.  Please update your
disclosure to clarify why the Board felt it appropriate to rely on the enterprise valuations
of large cap comparable companies given the current size of SeaStar Medical.  In your
correspondence you state the "LMAO Board believed that the nature of SeaStar Medical’s
product candidate in conjunction with its regulatory strategy was an important element of
the future value of SeaStar Medical." Please update your disclosure in your registration
statement to discuss the qualitative and quantitative factors your Board relied upon in
greater detail to arrive at the pre-money valuation of no less than $85 million.
Proposal 6 - The Nasdaq Proposal
Overview, page 143
5.Please update your disclosure here to disclose the $2.5 million of Commitment Shares
payable to Tumim Stone Capital under the Common Stock Purchase Agreement.
Clinical Studies, page 169
6.We reissue comment 12 to the extent that you have not disclosed all serious adverse
events that were deemed study related.  For example, on pages 170-171, list all of the

 FirstName LastNameBruce M. Rodgers
 Comapany NameLMF Acquisition Opportunities, Inc.
 September 2, 2022 Page 3
 FirstName LastName
Bruce M. Rodgers
LMF Acquisition Opportunities, Inc.
September 2, 2022
Page 3
SAEs experienced. On page 171, for the SCD-003-IDEG090189 study where no SAEs
were found to be "definitively" related to the device by the principal investigator, please
disclose any SAEs that were possibly related to the device or otherwise advise. In
addition, in the first full paragraph on page 172, list all SAEs, not only "the most frequent
categories." In this regard, it may be useful to provide this disclosure in tabular form.
General
7.We note the revised disclosure on the cover page regarding the Tumim Stone Capital LLC
Common Stock Purchase Agreement.  Revise the cover page to disclose the discount to
market price to be paid by Tumim and clarify that the agreement is an "equity-line
financing agreement" consistent with your disclosure on page 24 and elsewhere.  In
addition, please update your disclosure on the cover page to describe the $2.5 million
commitment fee payable to Tumim in the form of Commitment Shares and update your
estimated ownership percentages upon completion of the Business Combination
throughout your filing to account for the estimated Commitment Shares. Finally,
please include a separate, specific risk factor to address the potential dilutive effect of
your equity line agreement with Tumim.
8.We note the revised disclosure on page 108 in response to comment 2.  The revised
disclosure states the fact of the potential conflict of interest, but does not address what
consideration the board gave to that fact.  Please revise accordingly. In addition,
please include a cross-reference to your risk factor on page 72 where Maxim's potential
conflicts of interest is discussed in greater detail.
            You may contact Tracie Mariner at (202) 551-3744 or Al Pavot at (202) 551-3738 if you
have questions regarding the financial statements and related matters.  Please contact Abby
Adams at (202) 551-6902 or Jason Drory at (202) 551-8342 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Curt P. Creely, Esq.

CORRESP
1
filename1.htm

SEC Response Letter

 ATTORNEYS AT LAW

100 NORTH TAMPA STREET, SUITE 2700

TAMPA, FL 33602-5810

 813.229.2300 | 105 TEL

813.221.4210 FAX

 WWW.FOLEY.COM

 WRITER’S DIRECT LINE

813.225.4122 PHONE

 ccreely@foley.com EMAIL

 CLIENT/MATTER NUMBER

129722-0103

 August 24, 2022

 Ms. Abby Adams

 Office of Life
Sciences

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street NE

 Washington, DC
20549

Re:
 LMF Acquisition Opportunities, Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed July 11, 2022

File No. 333-264993

Dear Ms. Adams:

 On behalf of our client,
LMF Acquisition Opportunities, Inc. (the “Company” or “LMAO”), set forth below are the responses of the Company to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the
Staff’s letter, dated July 22, 2022, with respect to the above-referenced filing. The numbered items set forth below repeat (in bold italics) the comments of the Staff reflected in the comment letter, and following such comments are the
responses of the Company (in regular type). Concurrently herewith, the Company is filing Amendment No. 2 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) that
reflects the responses to your comments. In addition, we are delivering to the Staff clean and marked courtesy copies of the Amended Registration Statement. Capitalized terms used but not defined in this letter have the meanings given to such terms
in the Amended Registration Statement. References to page numbers in this letter are to page numbers in the Amended Registration Statement.

Amendment No. 1 to Registration Statement on Form S-4

Cover Page

1.
 We note your revised disclosure in response to comment 1. Please revise the disclosure in this
section to clarify whether and to what extent the anticipated ownership percentages and the “maximum redemptions” scenario are based on the same assumptions outlined after the disclosure added in response to comment 1.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on the cover page of the Amended Registration
Statement.

 AUSTIN

 BOSTON

CHICAGO

 DALLAS

DENVER

 DETROIT

 HOUSTON

JACKSONVILLE

 LOS ANGELES

MADISON

 MEXICO CITY

 MIAMI

MILWAUKEE

 NEW YORK

ORLANDO

 SACRAMENTO

 SAN DIEGO

SAN FRANCISCO

 SILICON VALLEY

TALLAHASSEE

 TAMPA

 WASHINGTON, D.C.

BRUSSELS

 TOKYO

 U.S. Securities and Exchange Commission

August 24, 2022

  Page
 2

2.
 We note the revisions in response to comment 3 and reissue the comment in part. In the section
beginning on page 104, please clarify what consideration the Board gave to Maxim’s potential conflicts of interest when reaching its fairness determination.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 107-108 of the Amended Registration
Statement.

 SeaStar Medical, page 18

3.
 We note your response to comment 8 and reissue the comment to the extent we sought the disclosure in the
summary section, in the discussion of SeaStar Medical.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 19 of the Amended Registration
Statement.

 Risks Related to SeaStar Medical’s Financial Condition

SeaStar Medical’s estimates of market opportunity, industry projections and forecasts…, page 54

4.
 We note the revised disclosure in response to comment 9 and reissue the comment insofar as the revised
disclosure states that SeaStar Medical is responsible for the disclosure in the document. Revise to clarify that LMF Acquisition Opportunities, Inc., the registrant, is responsible for the disclosure in the filing as requested in our comment.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 55 of the Amended Registration
Statement.

 Background of the Business Combination, page 97

5.
 We reissue comment 12 to the extent that you have not adequately disclosed when the LMAO Board met to
consider and/or eliminate the various transactions. For example, on page 101, it appears the LMAO Board met on September 23, 2021, at some point between the call when Maxim initiated contact and a call later in the same day when LMAO’s
Maxim contacts informed SeaStar that LMAO was not interested in pursuing substantive discussions until SeaStar substantially completed its PCAOB audit. If so, revise to clarify.

 - 2 -

 U.S. Securities and Exchange Commission

August 24, 2022

  Page
 3

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages
101-103 of the Amended Registration Statement.

6.
 We reissue comment 13 to the extent that you continue to refer to LMAO’s actions throughout this
section such as who at LMAO met with Maxim and without specifying who acted on behalf of LMAO. For example, on page 100, you state “an LMAO board member” and “LMAO’s management team.” Revise to clarify, for example, who at
“LMAO expressed concerns regarding Company H’s ongoing litigation” and who at LMAO “tabled further discussions with Company I.”

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages
101-105 of the Amended Registration Statement.

7.
 We note the revised disclosure in response to comment 14 including your revised disclosure that Skyway
provided “valuation analysis” and “presentations” to your board in connection with your board determining that at the time the Merger Agreement was entered into, SeaStar Medical had a fair market value of at least 80% of the
value of the Trust Account. Please provide us with copies of the materials that Skyway prepared and shared with your board in connection with this transaction, including any board books, transcripts and summaries of oral presentations made to the
board. We may have additional comments after we review those materials.

 Response:

In response to the Staff’s request, we respectfully inform the Staff that a copy of the presentation dated April 20,
2022 prepared by Skyway in connection with its valuation services to the Company’s board of directors has been provided directly to the Staff.

The presentation has been provided under separate cover on a confidential and supplemental basis pursuant to Rule 418 of the
Securities Act of 1933, as amended, and Rule 12b-4 under the Securities Exchange Act of 1934, as amended.

In accordance with such Rules, each presentation has been provided together with a request that such presentation be returned
promptly following completion of the Staff’s review thereof. Such presentations are not, and will not be, filed with or deemed to be part of the Amended Registration Statement, including any amendments thereto. Requests for confidential
treatment of such presentations pursuant to the provisions of 17 C.F.R. §200.83 have been made by Skyway.

 - 3 -

 U.S. Securities and Exchange Commission

August 24, 2022

  Page
 4

8.
 Please clarify how your board arrived at the pre-money valuation
of approximately $85 million for SeaStar Medical. We note that the discounted cash flow analysis provided by Skyway appears to show an enterprise value of $82.1 million, which appears to be below the threshold amount for satisfaction of
the 80% test which you disclose to be “approximately $84.5 million.”

 Response:

Please be advised that the subject disclosure has been revised to state that “the Board determined that SeaStar Medical
had a pre-money valuation of no less than $85 million” [emphasis added]. For the information of the Staff, the LMAO Board came to a determination that the fair-market value of SeaStar Medical on a pre-money, pre-transaction basis was no less than $85 million as a result of the LMAO Board’s primary reliance on the comparable company analysis, which primary
reliance was disclosed in the previously filed Amendment No. 1 to the Registration Statement.

 The LMAO Board believed
that comparable company valuations are a more accurate and relevant gauge of valuation for a pre-revenue medical device company such as SeaStar Medical because, unlike the discounted cash flow (DCF) analysis,
it enabled the LMAO Board to focus on comparable companies that have a medical device product and/or product candidate of a type and with a potential regulatory pathway that is closest to SeaStar Medical, as the LMAO Board believed that the nature
of SeaStar Medical’s product candidate in conjunction with its regulatory strategy was an important element of the future value of SeaStar Medical. The LMAO Board did review the DCF analysis and has disclosed that analysis in the overall mix of
valuation information provided to the LMAO Board, but the LMAO Board primarily relied on the comparable company analysis for the above-stated reason. LMAO notes that, although the LMAO Board did not assign specific percentage weightings to the
comparable company values versus the DCF values, even if the comparable company and DCF values were given equal weightings (i.e. each 50%) and even if the large-cap comparables were completely disregarded, a
simple mathematical average of the lowest comparable company value and the DCF value would be well above $85 million (specifically, it would be $90.5 million). Accordingly, the LMAO Board was comfortable in concluding that the pre-money enterprise value of SeaStar Medical was equal to at least the agreed-upon $85 million transaction valuation.

Based on the foregoing and in response to the Staff’s comment, the Company has revised its disclosure on pages 104, 106,
110, and 112 of the Amended Registration Statement to disclose why the LMAO Board relied primarily on the comparable company analysis.

 - 4 -

 U.S. Securities and Exchange Commission

August 24, 2022

  Page
 5

 LMAO’s Board’s Reasons for the Approval of the Business Combination, page 104

9.
 We note the revised disclosure in response to comment 15; however, you only address the three criteria
that you have determined SeaStar Medical to meet, which does not comprise all the criteria from the Form S-1. We note the disclosure in the Form S-1, that “[i]n the
event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder
communications related to our initial business combination.”

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 109 of the Amended Registration
Statement.

10.
 We note your disclosure here that “FDA approval and subsequent commercialization of its pediatric
and adult AKI product candidates is an inflection point for SeaStar Medical and the company would benefit from LMAO’s incremental capital.” Approval is solely within the authority of the FDA, and speculating on FDA approval is not
appropriate. Please revise your disclosure here to clarify that the “potential” FDA approval and subsequent commercialization is an inflection point.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 109 of the Amended Registration
Statement.

 Our Clinical Stage Product Pipeline, page 166

11.
 We reissue comment 19 to the extent that you continue to use the term “pipeline” in the title
and introduction to this section and that you continue to use a graphic with indicia of a pipeline table. Please revise to provide the disclosure in narrative form. We also note that the columns do not line up with the bullet points properly;
therefore the current presentation is unclear in addition to the potential for confusion of your products with pharmaceuticals.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 169 of the Amended Registration
Statement.

 - 5 -

 U.S. Securities and Exchange Commission

August 24, 2022

  Page
 6

 Clinical Studies, page 167

12.
 We note the revised disclosure in response to comment 20. Please revise to further clarify who performed
the studies and to disclose the type and number of all serious adverse events that were determined to be study-related.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages
170-173 of the Amended Registration Statement.

 Intellectual Property, page 172

13.
 We note the revised disclosure in response to comment 21. In addition to the license agreement, file the
agreement that governs your co-ownership with the University of Michigan of the patents and applications in Patent Family 1, as required by Item 601(b)(10)(ii)(B) of Regulation
S-K. Revise this section to disclose the material terms of the co-ownership agreement or otherwise advise.

Response:

In response to the Staff’s comment, the Company respectfully submits that no
co-ownership agreement exists between the University of Michigan (the “University”) and SeaStar Medical, Inc. (“SeaStar”). Ownership of patent rights is governed by 35 U.S.C. §§
116 and 261. Accordingly, the co-ownership of Patent Family 1 between the University and SeaStar flows from the inventorship of the patent rights in that family. The inventors named in this patent family are
H. David Humes and Deborah Buffington. At the time of the invention, H. David Humes had an obligation through his employment with the University to assign his rights in Patent Family 1 to the University, and executed such an assignment. Similarly,
at the time of the invention, Deborah Buffington had an obligation to assign her rights in Patent Family 1 to Innovative Biotherapies, Inc. (“IBT”), and executed such an assignment. IBT later assigned its rights in Patent Family 1 to
CytoPherx, Inc. which subsequently changed its name to SeaStar. Evidence of the two respective chains of title from the inventors to the University and to SeaStar have, pursuant to 35 U.S.C. § 261, been recorded in the U.S. Patent and Trademark
Office’s (“USPTO”) assignment records against the various U.S. patents and patent applications in this family. See., e.g., the USPTO’s assignment records for U.S. Patent No. 8,251,941.

General

14.
 We note your revised disclosure in response to comment 29 and reissue in part. We note your disclosure
that “no other investors have committed to purchasing securities in a potential private placement in public equity” other than Dow Pension Funds; however, your disclosure does not clearly state the material terms of the potential PIPE,
including the price. Please update your disclosure to highlight material differences in the terms and price of securities issued at the time of the IPO as compared to the private placement contemplated at the time of the business combination or
otherwise advise.

 - 6 -

 U.S. Securities and Exchange Commission

August 24, 2022

  Page
 7

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on the cover page as well as pages 2-3, 6-8, 11, 24, 26-28, 30, 35, 40, 72-73, 97, 107,
117-122, 143, 198, 205-207, 253, and 261 of the Amended Registration Statement.

*    *    *

Please note that the Company has also updated certain other portions of the registration statement on Form
S-4, as shown on the clean and marked courtesy copies of the Amended Registration Statement provided.

*    *    *

If the Staff has any questions with respect to any of the foregoing, please contact the undersigned at (813)
225-4122.

Very truly yours,

 /s/ Curt P. Creely, Esq.

Curt P. Creely, Esq.

Foley & Lardner LLP

cc:
 Bruce M. Rodgers, LMF Acquisition Opportunities, Inc.

Richard Russell, LMF Acquisition Opportunities, Inc.

 - 7 -

United States securities and exchange commission logo
July 22, 2022
Bruce M. Rodgers
Chief Executive Officer
LMF Acquisition Opportunities Inc
1200 W. Platt St., Suite 100
Tampa, Florida 33606
Re:LMF Acquisition Opportunities Inc
Amendment No. 1 to Registration Statement on Form S-4
Filed July 11, 2022
File No. 333-264993
Dear Mr. Rodgers:
            We have reviewed your amended registration statement 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 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.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1.We note your revised disclosure in response to comment 1.  Please revise the disclosure in
this section to clarify whether and to what extent the anticipated ownership percentages
and the "maximum redemptions" scenario are based on the same assumptions outlined
after the disclosure added in response to comment 1.
2.We note the revisions in response to comment 3 and reissue the comment in part.  In the
section beginning on page 104, please clarify what consideration the Board gave to
Maxim's potential conflicts of interest when reaching its fairness determination.

 FirstName LastNameBruce M. Rodgers
 Comapany NameLMF Acquisition Opportunities Inc
 July 22, 2022 Page 2
 FirstName LastName
Bruce M. Rodgers
LMF Acquisition Opportunities Inc
July 22, 2022
Page 2
SeaStar Medical, page 18
3.We note your response to comment 8 and reissue the comment to the extent we sought the
disclosure in the summary section, in the discussion of SeaStar Medical.
Risks Related to SeaStar Medical's Financial Condition
SeaStar Medical's estimates of market opportunity, industry projections and forecasts . . . , page
54
4.We note the revised disclosure in response to comment 9 and reissue the comment insofar
as the revised disclosure states that SeaStar Medical is responsible for the disclosure in the
document.  Revise to clarify that LMF Acquisition Opportunities, Inc., the registrant, is
responsible for the disclosure in the filing as requested in our comment.
Background of the Business Combination, page 97
5.We reissue comment 12 to the extent that you have not adequately disclosed when the
LMAO Board met to consider and/or eliminate the various transactions.  For example, on
page 101, it appears the LMAO Board met on September 23, 2021, at some point between
the call when Maxim initiated contact and a call later in the same day when LMAO's
Maxim contacts informed SeaStar that LMAO was not interested in pursuing substantive
discussions until SeaStar substantially completed its PCAOB audit.  If so, revise to clarify.
6.We reissue comment 13 to the extent that you continue to refer to LMAO's actions
throughout this section such as who at LMAO met with Maxim and without specifying
who acted on behalf of LMAO.  For example, on page 100, you state "an LMAO board
member" and "LMAO's management team."  Revise to clarify, for example, who at
"LMAO expressed concerns regarding Company H's ongoing litigation" and who at
LMAO "tabled further discussions with Company I."
7.We note the revised disclosure in response to comment 14 including your revised
disclosure that Skyway provided "valuation analysis" and "presentations" to your board in
connection with your board determining that at the time the Merger Agreement was
entered into, SeaStar Medical had a fair market value of at least 80% of the value of the
Trust Account. Please provide us with copies of the materials that Skyway prepared and
shared with your board in connection with this transaction, including any board books,
transcripts and summaries of oral presentations made to the board.  We may have
additional comments after we review those materials.
8.Please clarify how your board arrived at the pre-money valuation of approximately $85
million for SeaStar Medical. We note that the discounted cash flow analysis provided by
Skyway appears to show an enterprise value of $82.1 million, which appears to be below
the threshold amount for satisfaction of the 80% test which you disclose to be
"approximately $84.5 million."

 FirstName LastNameBruce M. Rodgers
 Comapany NameLMF Acquisition Opportunities Inc
 July 22, 2022 Page 3
 FirstName LastName
Bruce M. Rodgers
LMF Acquisition Opportunities Inc
July 22, 2022
Page 3
LMAO's Board's Reasons for the Approval of the Business Combination, page 104
9.We note the revised disclosure in response to comment 15; however, you only address the
three criteria that you have determined SeaStar Medical to meet, which does not comprise
all the criteria from the Form S-1.  We note the disclosure in the Form S-1, that "[i]n the
event that we decide to enter into our initial business combination with a target business
that does not meet the above criteria and guidelines, we will disclose that the target
business does not meet the above criteria in our stockholder communications related to
our initial business combination."
10.We note your disclosure here that "FDA approval and subsequent commercialization of its
pediatric and adult AKI product candidates is an inflection point for SeaStar Medical and
the company would benefit from LMAO’s incremental capital." Approval is solely within
the authority of the FDA, and speculating on FDA approval is not appropriate. Please
revise your disclosure here to clarify that the "potential" FDA approval and subsequent
commercialization is an inflection point.
Our Clinical Stage Product Pipeline, page 166
11.We reissue comment 19 to the extent that you continue to use the term "pipeline" in the
title and introduction to this section and that you continue to use a graphic with indicia of
a pipeline table.  Please revise to provide the disclosure in narrative form.  We also note
that the columns do not line up with the bullet points properly; therefore the current
presentation is unclear in addition to the potential for confusion of your products with
pharmaceuticals.
Clinical Studies, page 167
12.We note the revised disclosure in response to comment 20.  Please revise to further clarify
who performed the studies and to disclose the type and number of all serious adverse
events that were determined to be study-related.
Intellectual Property, page 172
13.We note the revised disclosure in response to comment 21.  In addition to the license
agreement, file the agreement that governs your co-ownership with the University of
Michigan of the patents and applications in Patent Family 1, as required by Item
601(b)(10)(ii)(B) of Regulation S-K.  Revise this section to disclose the material terms of
the co-ownership agreement or otherwise advise.
General
14.We note your revised disclosure in response to comment 29 and reissue in part. We note
your disclosure that "no other investors have committed to purchasing securities in a
potential private placement in public equity" other than Dow Pension Funds; however,
your disclosure does not clearly state the material terms of the potential PIPE, including

 FirstName LastNameBruce M. Rodgers
 Comapany NameLMF Acquisition Opportunities Inc
 July 22, 2022 Page 4
 FirstName LastName
Bruce M. Rodgers
LMF Acquisition Opportunities Inc
July 22, 2022
Page 4
the price. Please update your disclosure to highlight material differences in the terms and
price of securities issued at the time of the IPO as compared to the private
placement contemplated at the time of the business combination or otherwise advise.

            You may contact Tracie Mariner at (202) 551-3744 or Al Pavot at (202) 551-3738 if you
have questions regarding the financial statements and related matters.  Please contact Abby
Adams at (202) 551-6902 or Jason Drory at (202) 551-8342 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Curt P. Creely, Esq.

CORRESP
1
filename1.htm

SEC Response Letter

 ATTORNEYS AT LAW

100 NORTH TAMPA STREET, SUITE 2700

 TAMPA, FL 33602-5810

813.229.2300 | 105 TEL

 813.221.4210 FAX

WWW.FOLEY.COM

WRITER’S DIRECT LINE

 813.225.4122 PHONE

ccreely@foley.com EMAIL

CLIENT/MATTER NUMBER

 129722-0103

 July 11, 2022

Ms. Abby Adams

 Office of Life Sciences

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street NE

 Washington, DC 20549

Re:
 LMF Acquisition Opportunities, Inc.

Registration Statement on Form S-4

Filed May 16, 2022

File No. 333-264993

Dear Ms. Adams:

 On behalf of our client,
LMF Acquisition Opportunities, Inc. (the “Company” or “LMAO”), set forth below are the responses of the Company to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the
Staff’s letter, dated June 13, 2022, with respect to the above-referenced filing. The numbered items set forth below repeat (in bold italics) the comments of the Staff reflected in the comment letter, and following such comments are the
responses of the Company (in regular type). Concurrently herewith, the Company is filing Amendment No. 1 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) that
reflect the responses to your comments. In addition, we are delivering to the Staff clean and marked courtesy copies of the Amended Registration Statement. Capitalized terms used but not defined in this letter have the meanings given to such terms
in the Amended Registration Statement. References to page numbers in this letter are to page numbers in the Amended Registration Statement.

Registration Statement on Form S-4

Cover Page

1.
 Please revise the cover page to disclose the expected ownership percentages in the
combined company of LMF Acquisition Opportunity’s public stockholders, the Sponsor and SeaStar Medical’s existing stockholders if the business combination is approved and consummated
with the maximum amount of redemptions by LMF Acquisition Opportunity’s Class A common stock by the public stockholders.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on the cover page of the Amended Registration
Statement.

 AUSTIN

 BOSTON

CHICAGO

 DALLAS

DENVER

 DETROIT

 HOUSTON

JACKSONVILLE

 LOS ANGELES

MADISON

 MEXICO CITY

 MIAMI

MILWAUKEE

 NEW YORK

ORLANDO

 SACRAMENTO

 SAN DIEGO

SAN FRANCISCO

 SILICON VALLEY

TALLAHASSEE

 TAMPA

 WASHINGTON, D.C.

BRUSSELS

 TOKYO

 U.S. Securities and Exchange Commission

July 11, 2022

  Page
 2

 Questions and Answers About the Proposals, page 5

2.
 Please revise your disclosure here or in the summary, as well as the risk factors section, to disclose
the material risks to unaffiliated investors presented by taking SeaStar Medical public through a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be
subject to liability for any material misstatements or omissions in a registration statement.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages
15-16, 34, and 73-74 of the Amended Registration Statement.

3.
 We note the disclosure on pages 86 and 95 regarding Maxim’s roles advising both parties to the
transaction. Revise the summary to highlight Maxim’s role working for both parties up to the time the merger agreement was signed and its potential conflicts of interest. Quantify the total fees it will receive from both parties related to this
transaction and related transactions, including LMAO’s IPO. Quantify which portion(s) of those fees are contingent upon completion of the business combination. In addition, revise to disclose what consideration LMAO’s Board gave to
Maxim’s potential conflicts of interest and to Maxim’s involvement in creating SeaStar’s financial projections when making its fairness determination.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 27,
29-30, 70-71, 98-104, and 114-116 of the Amended Registration Statement.

 Do any of LMAO’s directors or
officers have interests that may conflict with my interests . . . .?, page 8

4.
 We note the disclosure of the Sponsor’s investment in founder shares and warrants in the risk factor
on page 60. Revise here to highlight and quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of
securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar
disclosure for the company’s officers and directors, if material.

 - 2 -

 U.S. Securities and Exchange Commission

July 11, 2022

  Page
 3

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages
8-9, 28-30, 68-69, and 113-115 of the Amended Registration Statement.

5.
 Please revise to highlight that the sponsor and its affiliates can earn a positive rate of return on
their investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 9,
28-30, and 113-115 of the Amended Registration Statement.

6.
 Please highlight the risk that the sponsor will benefit from the completion of a business combination and
may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 9,
28-30, and 113-115 of the Amended Registration Statement.

 SeaStar
Medical, Inc., page 15

7.
 We note your disclosure in this section and elsewhere throughout your registration statement that you are
currently “finalizing the design of a pivotal trial for adult patients with AKI on CRRT.” Please revise the disclosure regarding this and any “pivotal” trials to make it clear that even if you receive positive data from this
trial, the U.S. Food and Drug Administration (FDA) or other regulators may require you to conduct additional trial or not agree with your trial design.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 19, 40, 42, and 160 of the Amended
Registration Statement to discuss potential additional regulatory requirements by the FDA relating to the pivotal trial.

8.
 Revise this section to briefly address the U.S. government’s
march-in-rights and to which of your potential products they do or may apply, and highlight the march-in rights in the summary risk factors on page 26. Revise the risk
factor on page 53 and SeaStar’s intellectual property disclosure to address which of SeaStar’s potential products are or may be subject to march-in rights.

 - 3 -

 U.S. Securities and Exchange Commission

July 11, 2022

  Page
 4

 Response:

In response to the Staff’s comment, the Company respectfully notes that risks relating to the application of government march-in rights under the Bayh-Dole Act of 1980, as amended, to SeaStar’s intellectual property was discussed under the risk factor now entitled “The United States government may exercise certain rights
with regard to SeaStar Medical’s inventions, or licensors’ inventions, developed using federal government funding” on pages 60-61 of the Amended Registration Statement. The Company does not
believe that it is a significant risk in light of the nature of its technology and the license agreement with the University of Michigan. Regardless, the Company has revised this risk factor to enhance its disclosure, and this risk factor has been
added to the summary risk factor section on page 33.

 Risks Related to SeaStar Medical’s Financial Condition Industry data, projections and
estimates relied upon by SeaStar Medical are inherently uncertain..., page 46

9.
 It is not appropriate to directly or indirectly disclaim liability for statements in the registration
statement. Eliminate this risk factor or otherwise revise the heading to convey a risk that corresponds to the disclosure in the underlying paragraph and does not attempt to disclaim liability for your disclosure obligations. Any revised risk factor
should clarify that you are responsible for all disclosure in the prospectus.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 54 of the Amended Registration
Statement.

 The Merger Agreement, page 69

10.
 On page 70, revise the discussion of the merger agreement to disclose all material terms, including the
material representations and warranties of the respective parties.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 20,
81-84, and 93-94 of the Amended Registration Statement.

 Background of
the Business Combination, page 83

11.
 Please revise this section to provide greater detail as to the evolution of the background of this
transaction, including the criteria used to identify the first 150 potential acquisition targets, how they were narrowed to 117 and additional information regarding how they were further narrowed to 86 and then ten candidates. We note that SeaStar
Medical is the sole healthcare company among the ten final acquisition candidates.

 - 4 -

 U.S. Securities and Exchange Commission

July 11, 2022

  Page
 5

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages
97-104 of the Amended Registration Statement.

12.
 Revise the background of the transaction, in particular on pages
86-87, provide greater detail as to the background of the transaction, including the material issues discussed and key negotiated terms. The disclosure should provide shareholders with an understanding of how,
when, and why the material terms of your proposed transaction evolved and why this transaction is being recommended as opposed to any alternatives, in particular those that remained under consideration at the same time SeaStar Medical was being
vetted, which appears to include Companies F, G, H and I. In your revised disclosure, please ensure that you address the following:

•

 the material terms for any proposals and subsequent proposals and counter offers;

•

 negotiation of the transaction documents and the parties involved, including additional details regarding
negotiating the final terms of the merger agreement, on page 88;

•

 valuations; and

•

 at what point other strategic alternatives were eliminated from consideration.

 In doing so, identify what work Maxim was doing for LMAO, SeaStar Medical, or any party, up to and
including the time Maxim’s formal engagement with LMAO ceased, at the time the merger agreement was signed. On page 86, it states “Maxim . . . had served as LMAO’s investment banker for its target search process,” but there is no
disclosure regarding what Maxim did in that process in the background discussion on pages 84-86.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages
97-104 of the Amended Registration Statement.

13.
 Revise this section to clarify who acted on behalf of LMAO in each of the instances outlined in this
section. To the extent the actions were undertaken by representatives from Maxim, LMAO’s then-financial advisor, or other third parties, revise to clarify. Clarify if any of the other candidates, particularly in the final 10 potential
acquisition targets, were clients of Maxim.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages
97-104 of the Amended Registration Statement. The majority of the acquisition targets considered by LMAO were not introduced by Maxim to LMAO and were not Maxim clients. Other than SeaStar Medical, none of the
other nine final potential acquisition targets were clients of Maxim.

 - 5 -

 U.S. Securities and Exchange Commission

July 11, 2022

  Page
 6

14.
 On page 88 you disclose that LMAO engaged “Skyway Capital Markets, LLC . . . to specifically review
SeaStar Medical’s financial models and projections and to provide valuation and financial advice to the Board.” Clarify on page 90 if it was Skyway’s “financial analysis of SeaStar Medical” on which the Board based, in part,
their decision. Whatever the source, revise to provide the comparable companies analysis and any other material financial analyses on which the Board relied in reaching its determination that SeStar Medical had a
“pre-money valuation of approximately $85 million.”

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages
106-109 of the Amended Registration Statement.

 LMAO’s Board’s Reasons for Approval of the Business
Combination, page 89

15.
 Disclose what consideration the LMAO Board gave to the fact that SeaStar Medical is not within the
financial services industry and does not align with several of the criteria for identifying an acquisition target outlined in the LMF Acquisition Registration Statement on Form S-1. In addition, please update
your description of LMAO in the “Summary of the Proxy Statement” to disclose that LMAO initially focused on transactions with companies and/or assets within the financial services industry.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 18, 105-106, and 150 of the Amended
Registration Statement.

 Material U.S. Federal Income Tax Consequences Certain Material U.S. Federal Income Tax Consequences of Exercising Redemption
Rights, page 124

16.
 Please have counsel provide an opinion concerning the consequences to U.S. holders of exercising their
redemption rights. For additional guidance concerning assumptions and opinions subject to uncertainty, refer to Staff Legal Bulletin No. 19. Revise the heading of this section to eliminate the term “certain,” and revise to clarify
that you have described all the material consequences.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 11, 30, and 144-145 of the Amended Registration Statement. However, in accordance with Section III of Staff Legal Bulletin No. 19, an opinion that covers the effects of exercising redemption rights is not appropriate
because the disclosure provides that the redemption is expected to be a taxable transaction.

 - 6 -

 U.S. Securities and Exchange Commission

July 11, 2022

  Page
 7

 SeaStar Medical’s Business, page 137

17.
 In the first full paragraph on page 138, revise your timeframes for expected completion of your HDE
request to instead disclose when you expect to submit the request to the FDA. We note the current disclosure is that you intend to complete your submission of the HDE request in the first half of 2022 and it is now June 2022. Also, we note the
statement, “we expect to obtain regulatory approval of our SCD product candidate for pediatric patients in the first quarter of 2023.” You should not suggest or imply that this or any product will be approved by the FDA. Please revise your
disclosure here and any similar statements throughout the prospectus accordingly.

Response:

In response to the Staff’s comment, the Company has revised the disclosure throughout the Amended Registration Statement
to update the timeframes for the HDE application, including on page 160. In addition, the Company has revised the disclosure throughout the Amended Registration Statement to eliminate statements implying that any product candidates under development
will be approved by the FDA, including on page 160.

18.
 Please revise your graphics throughout your registration statement as applicable to ensure that the text
is legible. For example, the graphic on page 141 is not sufficiently clear.

Response:

I

United States securities and exchange commission logo
June 13, 2022
Bruce M. Rodgers
Chief Executive Officer
LMF Acquisition Opportunities Inc
1200 W. Platt St., Suite 100
Tampa, Florida 33606
Re:LMF Acquisition Opportunities Inc
Registration Statement on Form S-4
Filed May 16, 2022
File No. 333-264993
Dear Mr. Rodgers:
            We have reviewed your registration statement 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 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.
Registration Statement on Form S-4
Cover Page
1.Please revise the cover page to disclose the expected ownership percentages in the
combined company of LMF Acquisition Opportunity's public stockholders,
the Sponsor and SeaStar Medical's existing stockholders if the business combination is
approved and consummated with the maximum amount of redemptions by LMF
Acquisition Opportunity's Class A common stock by the public stockholders.
Questions and Answers About the Proposals, page 5
2.Please revise your disclosure here or in the summary, as well as the risk factors section, to
disclose the material risks to unaffiliated investors presented by taking SeaStar
Medical public through a merger rather than an underwritten offering.  These risks could

 FirstName LastNameBruce M. Rodgers
 Comapany NameLMF Acquisition Opportunities Inc
 June 13, 2022 Page 2
 FirstName LastNameBruce M. Rodgers
LMF Acquisition Opportunities Inc
June 13, 2022
Page 2
include the absence of due diligence conducted by an underwriter that would be subject to
liability for any material misstatements or omissions in a registration statement.
3.We note the disclosure on pages 86 and 95 regarding Maxim's roles advising both parties
to the transaction.  Revise the summary to highlight Maxim's role working for both parties
up to the time the merger agreement was signed and its potential conflicts of interest.
Quantify the total fees it will receive from both parties related to this transaction and
related transactions, including LMAO's IPO.  Quantify which portion(s) of those fees are
contingent upon completion of the business combination.  In addition, revise to disclose
what consideration LMAO's Board gave to Maxim's potential conflicts of interest and to
Maxim's involvement in creating SeaStar's financial projections when making its fairness
determination.
Do any of LMAO's directors or officers have interests that may conflict with my interests . . . .?,
page 8
4.We note the disclosure of the Sponsor's investment in founder shares and warrants in the
risk factor on page 60.  Revise here to highlight and quantify the aggregate dollar amount
and describe the nature of what the sponsor and its affiliates have at risk that depends on
completion of a business combination.  Include the current value of securities held, loans
extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are
awaiting reimbursement.  Provide similar disclosure for the company's officers and
directors, if material.
5.Please revise to highlight that the sponsor and its affiliates can earn a positive rate of
return on their investment, even if other SPAC shareholders experience a negative rate of
return in the post-business combination company.
6.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
SeaStar Medical, Inc., page 15
7.We note your disclosure in this section and elsewhere throughout your registration
statement that you are currently "finalizing the design of a pivotal trial for adult patients
with AKI on CRRT. " Please revise the disclosure regarding this and any "pivotal" trials
to make it clear that even if you receive positive data from this trial, the U.S. Food and
Drug Administration (FDA) or other regulators may require you to conduct additional trial
or not agree with your trial design.
8.Revise this section to briefly address the U.S. government's march-in rights and to which
of your potential products they do or may apply, and highlight the march-in rights in the
summary risk factors on page 26.  Revise the risk factor on page 53 and SeaStar's
intellectual property disclosure to address which of SeaStar's potential products are or may
be subject to march-in rights.

 FirstName LastNameBruce M. Rodgers
 Comapany NameLMF Acquisition Opportunities Inc
 June 13, 2022 Page 3
 FirstName LastName
Bruce M. Rodgers
LMF Acquisition Opportunities Inc
June 13, 2022
Page 3
Risks Related to SeaStar Medical's Financial Condition
Industry data, projections and estimates relied upon by SeaStar Medical are inherently
uncertain..., page 46
9.It is not appropriate to directly or indirectly disclaim liability for statements in
the registration statement.  Eliminate this risk factor or otherwise revise the heading to
convey a risk that corresponds to the disclosure in the underlying paragraph and does not
attempt to disclaim liability for your disclosure obligations.  Any revised risk factor
should clarify that you are responsible for all disclosure in the prospectus.
The Merger Agreement, page 69
10.On page 70, revise the discussion of the merger agreement to disclose all material terms,
including the material representations and warranties of the respective parties.
Background of the Business Combination, page 83
11.Please revise this section to provide greater detail as to the evolution of the background of
this transaction, including the criteria used to identify the first 150 potential acquisition
targets, how they were narrowed to 117 and additional information regarding how they
were further narrowed to 86 and then ten candidates.  We note that SeaStar Medical is the
sole healthcare company among the ten final acquisition candidates.
12.Revise the background of the transaction, in particular on pages 86-87, provide greater
detail as to the background of the transaction, including the material issues discussed and
key negotiated terms. The disclosure should provide shareholders with an understanding
of how, when, and why the material terms of your proposed transaction evolved and why
this transaction is being recommended as opposed to any alternatives, in particular those
that remained under consideration at the same time SeaStar Medical was being vetted,
which appears to include Companies F, G, H and I.  In your revised disclosure, please
ensure that you address the following:
•the material terms for any proposals and subsequent proposals and counter offers;
•negotiation of the transaction documents and the parties involved, including
additional details regarding negotiating the final terms of the merger agreement, on
page 88;
•valuations; and
•at what point other strategic alternatives were eliminated from consideration.
In doing so, identify what work Maxim was doing for LMAO, SeaStar Medical, or any
party, up to and including the time Maxim's formal engagement with LMAO ceased, at
the time the merger agreement was signed.  On page 86, it states "Maxim . . . had served
as LMAO's investment banker for its target search process," but there is no disclosure
regarding what Maxim did in that process in the background discussion on pages 84-86.

 FirstName LastNameBruce M. Rodgers
 Comapany NameLMF Acquisition Opportunities Inc
 June 13, 2022 Page 4
 FirstName LastName
Bruce M. Rodgers
LMF Acquisition Opportunities Inc
June 13, 2022
Page 4
13.Revise this section to clarify who acted on behalf of LMAO in each of the instances
outlined in this section.  To the extent the actions were undertaken by representatives from
Maxim, LMAO's then-financial advisor, or other third parties, revise to clarify.  Clarify if
any of the other candidates, particularly in the final 10 potential acquisition targets, were
clients of Maxim.
14.On page 88 you disclose that LMAO engaged "Skyway Capital Markets, LLC . . . to
specifically review SeaStar Medical's financial models and projections and to provide
valuation and financial advice to the Board."  Clarify on page 90 if it was Skyway's
"financial analysis of SeaStar Medical" on which the Board based, in part, their decision.
Whatever the source, revise to provide the comparable companies analysis and any other
material financial analyses on which the Board relied in reaching its determination that
SeStar Medical had a "pre-money valuation of approximately $85 million."
LMAO's Board's Reaons for Approval of the Business Combination, page 89
15.Disclose what consideration the LMAO Board gave to the fact that SeaStar Medical is not
within the financial services industry and does not align with several of the criteria for
identifying an acquisition target outlined in the LMF Acquisition Registration Statement
on Form S-1. In addition, please update your description of LMAO in the "Summary of
the Proxy Statement" to disclose that LMAO initially focused on transactions with
companies and/or assets within the financial services industry.
Material U.S. Federal Income Tax Consequences
Certain Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights, page
124
16.Please have counsel provide an opinion concerning the consequences to U.S. holders
of exercising their redemption rights. For additional guidance concerning assumptions and
opinions subject to uncertainty, refer to Staff Legal Bulletin No. 19.  Revise the heading
of this section to eliminate the term “certain,” and revise to clarify that you have
described all the material consequences.
Seastar Medical's Business, page 137
17.In the first full paragraph on page 138, revise your timeframes for expected completion of
your HDE request to instead disclose when you expect to submit the request to the FDA.
We note the current disclosure is that you intend to complete your submission of the HDE
request in the first half of 2022 and it is now June 2022.  Also, we note the statement, "we
expect to obtain regulatory approval of our SCD product candidate for pediatric patients in
the first quarter of 2023."  You should not suggest or imply that this or any product will be
approved by the FDA.  Please revise your disclosure here and any similar statements
throughout the prospectus accordingly.

 FirstName LastNameBruce M. Rodgers
 Comapany NameLMF Acquisition Opportunities Inc
 June 13, 2022 Page 5
 FirstName LastName
Bruce M. Rodgers
LMF Acquisition Opportunities Inc
June 13, 2022
Page 5
18.Please revise your graphics throughout your registration statement as applicable to
ensure that the text is legible.  For example, the graphic on page 141 is not sufficiently
clear.
19.As SeaStar Medical is a medical device company, revise to eliminate the pipeline table on
page 144, which has the appearance of a drug product candidate pipeline table.  You may
convey the status of your potential products in the narrative disclosure.
Clinical Studies, page 144
20.Revise the information for each of the studies in this section to provide additional detail.
For example, expand the disclosure of each to explain:
•Who performed the study;
•Key inclusion criteria of the patients enrolled;
•End points for safety and efficacy;
•Length of the study and any follow-up;
•Whether any serious adverse events occurred related to your SCD therapy device;
•Where you address a "target population," such as in the first paragraph on page 147,
describe the target population.
In addition, where you make statements characterizing your results, explain those
statements.  For example, on page 114 where you state that your "SCD treatment
significantly reduced all-cause in-hospital mortality," explain what you mean by
"significantly reduced" and how that was determined to be causally related to SCD
treatment based on a 9-person study.  On page 147, where you are designing the pilot
study to determine if SCD therapy will "improve cardiac and renal function," explain by
what parameters will that improvement be judged.  Finally, please note that safety and
efficacy are determinations that are solely within the authority of the U.S. Food and Drug
Administration (FDA) or similar foreign regulators.  When revising to address safety and
efficacy aspects of the studies, you may present clinical trial end points and objective data
resulting from the studies without concluding efficacy and you may state that the therapy
has been well tolerated, if accurate.
Intellectual Property, page 148
21.Please revise your intellectual property disclosure to clearly describe on an individual or
patent family basis the type of patent protection granted for each product, the expiration
year of each patent held, and the jurisdiction of each patent.  Clarify how the SCD
Technology patents in the table relate to the narrative discussion and whether the "Other
Technology" in your table relates to the three additional patent families discussed at the
bottom of page 149.  Please clearly distinguish between owned patents and patents in-
licensed from third parties.  You state the University of Michigan patents are "co-owned;"
however, you disclose you have a license.  It appears from the agreements on file as
exhibits that the University owns the technology and you have been granted a license.
Please clarify.

 FirstName LastNameBruce M. Rodgers
 Comapany NameLMF Acquisition Opportunities Inc
 June 13, 2022 Page 6
 FirstName LastNameBruce M. Rodgers
LMF Acquisition Opportunities Inc
June 13, 2022
Page 6
22.Please update your description of the University of Michigan License to disclose:
•each party's rights and obligations under the agreement;
•the aggregate amounts paid to date;
•whether the agreement contemplates royalty payments; and
•expiration/termination provisions.
For the royalty rate, please quantify the royalty rate or provide a reasonable range not
exceeding 10 percentage points, and disclose when the royalty provisions expire.
Security Ownership of Certain Beneficial Owners and Management, page 213
23.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by Karpus
Investment Management, Saba Captial Management, L.P., and Hudson Bay Capital
Management L.P.  Refer to Item 403 of Regulation S-K.
Exhibits
24.We note your intention to file a form of preliminary proxy card as exhibit 10.8.  Please file
a form of proxy marked "preliminary" with your next amendment.
General
25.Please revise your disclosure to disclose all possible sources and extent of dilution that
LMAO stockholders who elect not to redeem their shares may experience in connection
with the business combination. Provide disclosure of the impact of each significant source
of dilution, including the amount of equity held by founders, convertible securities,
including warrants retained by redeeming shareholders, at each of the redemption levels
detailed in your sensitivity analysis, including any needed assumptions.
26.It appears that the deferred underwriting fees from LMAO's initial public offering remain
constant and are not adjusted based on redemptions. Revise your disclosure to disclose the
effective underwriting fee on a percentage basis for shares at each redemption level
presented in your sensitivity analysis related to dilution.
27.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions

CORRESP
1
filename1.htm

CORRESP

 January 21, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Stacie Gorman

Re:
 LMF Acquisition Opportunities, Inc.

Registration Statement on Form S-1

Filed January 8, 2021, as amended

File No. 333-251962

Dear Mr. Ingram and Ms. Purnell,

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request LMF Acquisition Opportunities, Inc. (the “Company”) that the effective date of the above-referenced Registration Statement be
accelerated so as to permit it to become effective at 5:00 p.m. ET on Monday, January 25, 2021, or as soon as thereafter practicable.

 Pursuant to
Rule 460 of the General Rules and Regulations under the Act, the undersigned, as representative of the underwriters, wishes to advise you that as of the date hereof, of the underwriters have not yet made any distribution of the Preliminary
Prospectuses of the Company dated January 19, 2021. However, the underwriters are taking steps to see that all underwriters, brokers or dealers participating in the public offering of the securities of the Company pursuant to the
above-captioned Registration Statement, as amended, are promptly furnished with sufficient copies of the preliminary and final prospectus to enable them to comply with the prospectus delivery requirements of Sections 5(b)(1) and (2) of the Act.

 The undersigned representative, has complied with and will continue to, and has been informed by the participating underwriters that they have complied
with and will continue to, comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended, in connection with the offering.

Very truly yours,

MAXIM GROUP LLC

By:

/s/ Clifford A. Teller

Name:

Clifford A. Teller

Title:

Executive Managing Director, Investment Banking

CORRESP
1
filename1.htm

CORRESP

 LMF ACQUISITION OPPORTUNITIES, INC.

1200 West Platt Street, Suite 100

Tampa, Florida 33606

January 21, 2021

 VIA EDGAR

 Jay Ingram and Erin Purnell

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Finance

 100 F Street, NE

Washington, D.C. 20549

        Re:

LMF Acquisition Opportunities, Inc.

Registration Statement on Form S-1 (Registration No. 333-251962)

 Dear Mr. Ingram and Ms. Purnell:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, LMF Acquisition Opportunities, Inc. (the
“Registrant”), hereby requests acceleration of effectiveness of its above-referenced Registration Statement to 5:00 p.m., eastern time, on January 25, 2021, or as soon as practicable thereafter. By separate letter, the underwriters of
the issuance of the securities being registered have joined in this request for acceleration. The Registrant respectfully requests that you notify Curt Creely of Foley & Lardner LLP of such effectiveness by a telephone call to (813) 225-4122.

 Very truly yours,

LMF Acquisition Opportunities, Inc.

By:

/s/ Richard Russell

Richard Russell

Chief Financial Officer

CORRESP
1
filename1.htm

lmao-corresp.htm

January 8, 2021

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re:

LMF Acquisition Opportunities, Inc.
Draft Registration Statement on Form S-1
Submitted December 1, 2020
CIK No. 0001831868

Greetings:

On behalf of LMF Acquisition Opportunities, Inc. (the “Company”), we are transmitting the following responses to the Staff’s letter dated December 22, 2020, containing the Staff’s comments regarding the Draft Registration Statement on Form S-1 (the “Registration Statement”), which was confidentially submitted to the United States Securities and Exchange Commission (the “Commission”) on December 1, 2020.  Simultaneous herewith, the Company is live filing the Registration Statement on Form S-1 with the Commission.  For your convenience, the full text of each of the Staff’s comments is set forth below, and the Company’s response to each comment directly follows the applicable text.

Description of Securities

Exclusive forum for certain lawsuits, page 114

1.We note your disclosure that your certificate of incorporation will contain an exclusive forum provision. Please include a discussion of this provision in Risk Factors, including a statement as to whether it applies to the federal securities laws. Your disclosure should clearly describe any risks or other impacts on investors, and should address any uncertainty about enforceability.

RESPONSE:  The Company has added the following new risk factor to the Registration Statement:

“Our certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.

4825-2698-9525.2

Division of Corporation Finance
Office of Manufacturing

January 8, 2021

Page

Our certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action: (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination); (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery; (C) for which the Court of Chancery does not have subject matter jurisdiction; or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our certificate of incorporation. This choice of forum provision may make it more costly for a stockholder to bring a claim, and it may also limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders cannot waive our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Our certificate of incorporation will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the

2

4825-2698-9525.2

Division of Corporation Finance
Office of Manufacturing

January 8, 2021

Page

fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.”

Financial Statements

Note 8 Subsequent Events, page F-14

2.  Please revise to provide the date through which management has evaluated subsequent events. Refer to ASC 855-10-25-1A.

RESPONSE:  The Company has revised Note 8 to the Financial Statements in response to the Staff’s comment.

If you have any questions or comments regarding the foregoing, please feel free to contact me.

Very truly yours,

/s/ Curt P. Creely

Curt P. Creely

Enclosure

3

4825-2698-9525.2

United States securities and exchange commission logo
December 22, 2020
Bruce Rodgers
Chief Executive Officer
LMF Acquisition Opportunities Inc
1200 W. Platt St., Suite 100
Tampa, Florida 33606
Re:LMF Acquisition Opportunities Inc
Draft Registration Statement on Form S-1
Submitted December 1, 2020
CIK No. 0001831868
Dear Mr. Rodgers:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS filed on December 1, 2020
Description of Securities
Exclusive forum for certain lawsuits, page 114
1.We note your disclosure that your certificate of incorporation will contain an exclusive
forum provision.  Please include a discussion of this provision in Risk Factors, including a
statement as to whether it applies to the federal securities laws.  Your disclosure should
clearly describe any risks or other impacts on investors, and should address any
uncertainty about enforceability.

 FirstName LastNameBruce Rodgers
 Comapany NameLMF Acquisition Opportunities Inc
 December 22, 2020 Page 2
 FirstName LastName
Bruce Rodgers
LMF Acquisition Opportunities Inc
December 22, 2020
Page 2
Financial Statements
Note 8 Subsequent Events, page F-14
2.Please revise to provide the date through which management has evaluated subsequent
events.  Refer to ASC 855-10-25-1A.
            You may contact Andi Carpenter at 202-551-3645 or John Cash at 202-551-3768 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing