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.
Eric Schlorff
FirstName LastNameEric Schlorff
SeaStar Medical Holding Corporation
Comapany5,
December NameSeaStar
2022 Medical Holding Corporation
December
Page 2 5, 2022 Page 2
FirstName LastName
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.
Eric Schlorff
FirstName LastNameEric Schlorff
SeaStar Medical Holding Corporation
Comapany5,
December NameSeaStar
2022 Medical Holding Corporation
December
Page 3 5, 2022 Page 3
FirstName LastName
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.
Eric Schlorff
FirstName LastNameEric Schlorff
SeaStar Medical Holding Corporation
Comapany5,
December NameSeaStar
2022 Medical Holding Corporation
December
Page 4 5, 2022 Page 4
FirstName LastName
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.