Proxy Soliciting Materials (revised) (prer14a)

SUMMARY OF THE PROXY STATEMENT

This Summary of the Proxy Statement, together with the sections entitled “Summary Term Sheet” and “Questions and Answers About the Proposals for Stockholders” summarize information contained in this proxy statement, but do not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the attached annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions of terms commonly used throughout this proxy statement, including in this Summary of the Proxy Statement, see the section entitled “Frequently Used Terms.” Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and the “Company” refer to Aesther Healthcare Acquisition Corp., and the term “New Ocean Biomedical” refers to the Company following the consummation of the Business Combination.

Aesther Healthcare Acquisition Corp.

AHAC is a blank check company incorporated as a Delaware corporation in June 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. AHAC’s units, common stock and warrants are trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “AEHAU” “AEHA” and “AEHAW,” respectively. The mailing address of AHAC’s principal executive office is 515 Madison Avenue, Suite 8078 New York, New York 10022. The telephone number is (646) 908-2685. After the consummation of the Business Combination, AHAC’s principal executive office will be that of Ocean Biomedical and AHAC will be renamed Ocean Biomedical, Inc.

Merger Sub

Merger Sub is a wholly-owned subsidiary of AHAC, formed on May 16, 2022, to consummate the Business Combination. Following the Business Combination, Merger Sub will merge with and into Ocean Biomedical, with Ocean Biomedical surviving the Merger as a wholly-owned subsidiary of AHAC. The mailing address of Merger Sub’s principal executive office is 515 Madison Avenue, Suite 8078 New York, New York 10022. Its telephone number is (646) 908-2685. After the consummation of the Business Combination, Merger Sub will cease to exist as a separate legal entity.

Ocean Biomedical, Inc.

Ocean Biomedical, Inc. is a Providence, Rhode Island-based biopharma company with an innovative business model that aims to accelerate the development and commercialization of scientifically compelling assets from research universities and medical centers. Ocean Biomedical deploys funding and expertise with the goal to move new therapeutic candidates efficiently from the laboratory, to the clinic, to the world. Ocean Biomedical is currently developing five discoveries that have the potential to achieve life-changing outcomes in lung cancer, brain cancer, pulmonary fibrosis, and the prevention and treatment of malaria. The mailing address of its principal executive office is 55 Claverick St., Room 325, Providence, Rhode Island 02903 and its telephone number is (401) 444-7375.

The Business Combination Proposal

On August 31, 2022, the Company entered into an Agreement and Plan of Merger by and among AHAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of AHAC (“Merger Sub”), Ocean Biomedical, Inc., a Delaware corporation (“Ocean Biomedical”), Aesther Healthcare Sponsor, LLC, (“Sponsor”) in its capacity as Purchaser Representative, and Dr. Chirinjeev Kathuria, in his capacity as Seller Representative, that was amended on December 5, 2022 (as amended, the “Business Combination Agreement”), pursuant to which at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), Merger Sub will merge with and into Ocean Biomedical (the “Merger”), with Ocean Biomedical continuing as the surviving corporation and wholly-owned subsidiary of AHAC. AHAC will change its name to Ocean Biomedical, Inc. at the Closing (collectively, the “Business Combination”). We refer to Ocean Biomedical, Inc. and its consolidated subsidiaries following the Business Combination as “New Ocean Biomedical.”

Merger Consideration

As consideration for the Merger, the holders of Ocean Biomedical’s securities collectively shall be entitled to receive from AHAC, in the aggregate, a number of shares of New Ocean Biomedical common stock (with a per-share value of $10.00) with an aggregate value equal to (a) $240 Million U.S. Dollars ($240,000,000) minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount, if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing net debt exceeds $1,500,000, minus (e) the amount, if any, by which Ocean Biomedical’s transaction expenses exceed $6,000,000. In addition, holders of Ocean Biomedical’s common stock shall also be entitled to receive from New Ocean Biomedical, in the aggregate, an additional 19,000,000 shares of New Ocean Biomedical common stock (the “Earnout Shares”) as follows: (a) in the event that the VWAP of New Ocean Biomedical exceeds $15.00 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the closing date of the Business Combination until the 36-month anniversary of the closing date, the holders of Ocean Biomedical securities pre-Closing shall be entitled to receive an additional 5,000,000 shares of New Ocean Biomedical common stock, (b) in the event that the VWAP of New Ocean Biomedical exceeds $17.50 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the closing date of the Business Combination until the 36-month anniversary of the closing date, the holders of Ocean Biomedical securities pre-Closing shall be entitled to receive an additional 7,000,000 shares of New Ocean Biomedical common stock and (c) in the event that the VWAP of New Ocean Biomedical exceeds $20.00 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the closing date of the Business Combination until the 36-month anniversary of the closing date, the holders of Ocean Biomedical securities pre-Closing shall be entitled to receive an additional 7,000,000 shares of New Ocean Biomedical common stock. In addition, for each issuance of Earnout Shares, New Ocean Biomedical will also issue to Sponsor an additional 1,000,000 shares of New Ocean Biomedical common stock.

For more information, see the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal – Merger Consideration.”

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties by each of AHAC and Ocean Biomedical. Certain of the representations are subject to specified exceptions and qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

Covenants of the Parties

Under the Business Combination Agreement, each party agrees to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including covenants regarding the conduct of their respective businesses, efforts, access, confidentiality and public announcements, the AHAC proxy statement for the transaction (which includes the adoption of a new equity incentive plan for AHAC with a number of awards thereunder equal to 10% of the issued and outstanding shares of AHAC immediately after the Closing, assuming there are no redemptions of the Class A common stock), notice of breaches, no insider trading, indemnification of directors and officers, and other customary covenants. The parties also have agreed to the following covenants:

Indemnification

The representations and warranties of Ocean Biomedical and AHAC contained in the Business Combination Agreement will not survive the Closing, and from and after the Closing, Ocean Biomedical and AHAC will not have any further obligations, nor shall any claim be asserted or action be brought against Ocean Biomedical and AHAC or their respective representatives with respect thereto. The covenants and agreements made by Ocean Biomedical and AHAC in the Business Combination Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

Conditions to Consummation of the Merger

The consummation of the Merger is subject to customary Closing conditions unless waived, including:

In addition, unless waived by Ocean Biomedical, the obligations of Ocean Biomedical to consummate the Merger are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (a) the representations and warranties of AHAC being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect); (b) AHAC having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (c) absence of any Material Adverse Effect with respect to AHAC since the date of the Business Combination Agreement which is continuing and uncured; and (d) AHAC having cash and cash equivalents (including funds remaining in the AHAC trust account after giving effect to redemptions) net of AHAC’s and Ocean Biomedical’s unpaid expenses and liabilities, of at least Fifty Million Dollars ($50,000,000).

Unless waived by AHAC, the obligations of AHAC and Merger Sub to consummate the Merger are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (a) the representations and warranties of Ocean Biomedical being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect); (b) Ocean Biomedical having performed in all material respects the respective obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (c) absence of any Material Adverse Effect with respect to Ocean Biomedical as a whole since the date of the Business Combination Agreement which is continuing and uncured; and (d) each Lock-Up Agreement and Non-Competition Agreement being in full force and effect as of the Closing.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including:

Trust Account Waiver

Ocean Biomedical agrees that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in AHAC’s trust account held for its public shareholders, and agrees not to, and waives any right to, make any claim against the trust account (including any distributions therefrom).

Backstop Agreements

Vellar Backstop Agreement:

In connection with the execution of the Business Combination Agreement, AHAC and Ocean Biomedical entered into the Vellar Backstop Agreement. The Vellar Backstop Agreement was entered into on August 31, 2022, concurrently with the execution and prior to the announcement of the Business Combination Agreement. The Vellar Backstop Agreement is intended to provide AHAC with additional issued and outstanding shares and cash (in the short-term) following the closing of the Business Combination because it evidences Vellar’s intent to purchase in the open market, through a broker, shares from AHAC stockholders, including from holders who have previously elected to redeem their shares of AHAC Class A common stock and subsequently revoke their election. This is intended to help AHAC obtain sufficient cash at the Closing of the Business Combination Agreement to meet the minimum cash condition therein, reduce redemption related risks and generally facilitate the consummation of the Business Combination. However, if Vellar purchases any shares pursuant to the Vellar Backstop Agreement, immediately following the Closing, AHAC will need to prepay to Vellar an amount equal to the number of shares to be purchased by Vellar times the redemption price (as determined in accordance with the AHAC Charter), and, as a result, AHAC’s cash reserves would be reduced significantly. Please note AHAC may benefit from the additional cash and shares in the short-term but the Vellar Backstop Agreement may impose cash constraints on New Ocean Biomedical and significantly reduce the amount of shares outstanding in the long-term, as described in the Risk Factor titled: “The Vellar Backstop Agreement may help ensure that AHAC meets the minimum cash condition under the Business Combination Agreement but could impose cash constrains on New Ocean Biomedical in the long-term.”

Pursuant to Vellar Backstop Agreement, Vellar intends to purchase up to 4,000,000 shares of AHAC Class A common stock through a broker in the open market (which, if all such shares are purchased, approximately, would be valued at $40,000,000), including from holders that previously elected to redeem their shares of AHAC Class A common stock during the redemption period (i.e., the period commencing upon the filing of the definitive proxy statement and ending two (2) business days prior to the Special Meeting) pursuant to AHAC’s redemption offer and subsequently revoke their elections. These purchases take place only after AHAC’s redemption deadline, which is two (2) business days prior to the Special Meeting, but before the Closing of the Business Combination Agreement. Under the Vellar Backstop Agreement, the redemption rights in respect of the shares purchased thereunder have been waived and, other than the agreement in the Vellar Backstop Agreement prohibiting Vellar from voting shares acquired by them in favor of the Business Combination, Vellar may purchase shares at prices no greater than the redemption price offered to redeeming Public Stockholders. AHAC has not entered into a separate voting agreement in respect of such shares. None of the shares of AHAC Class A common stock purchased by Vellar may be voted in the Business Combination. AHAC has agreed to purchase those shares from Vellar on a forward basis at maturity (as further described below), but AHAC will not be required to purchase any shares of its Class A common stock from Vellar at a price higher than the redemption price during the redemption period. The purchase price payable by the Company will include a prepayment in the amount of the redemption price per share payable from the proceeds released from the Trust Account related to those shares. The prepayment date is the earlier of: (i) one business day after the Closing of the Business Combination or (ii) the date any assets from the Trust Account are disbursed following the Closing of the Business Combination. Vellar may but is not obligated to sell some or all of the shares subject to the forward transaction on an unregistered basis pursuant to the ordinary trading exemption under Section 4(a)(1) of the Securities Act following the expiration of the the redemption period (i.e., two (2) business days prior to the Special Meeting), after which those shares will no longer be subject to the forward transaction, and in such event Vellar will repay AHAC a portion of the prepayment amount relating to those shares from the sale proceeds equal to the number of shares sold by Vellar multiplied by the forward price (i.e. which is the lower of the redemption price, the then current forward price and the VWAP price for the last 10 trading days of the prior month, but not less than $5.00) and terminate the agreement in respect of such shares. 

The Vellar Backstop Agreement matures on the earlier to occur of (a) 3 years after the closing of the Business Combination Agreement or (b) the date specified by Vellar in a written notice delivered at Vellar’s discretion if the VWAP of the shares during 20 out of 30 consecutive trading days is less than $3 per share. On the maturity date, Vellar may require that New Ocean Biomedical repurchase all of the shares then being held by Vellar that remain unsold at a price equal to the redemption price (as determined in accordance with the AHAC Charter). Vellar will also be entitled to an additional for $2.50 per share, which amount is payable in shares of New Ocean Biomedical common stock. The maturity date is significant because following the maturity date AHAC is under no obligation to repurchase shares then being held by Vellar. Shares sold by Vellar to third parties prior to the maturity date shall cease to be subject to the forward transaction. Any such sale will trigger an obligation by Vellar to pay AHAC an amount equal to the product of (a) the amount of shares sold by Vellar and (b) the forward price, which is defined in the Vellar Backstop Agreement as the lower of the redemption price (as determined in accordance with the AHAC Charter) and the VWAP price of the last ten trading days (but not lower than $5.00). If the Vellar Backstop Agreement is terminated after the Business Combination fails to close, except due to regulatory items or a material breach by Vellar, AHAC will be obligated to pay Vellar a break-up fee equal to $1 million and certain fees and expenses. AHAC will also be obligated to pay a structuring fee in the amount of $5,000 on the first trading day of each calendar quarter to Vellar after the Business Combination is complete until the maturity date and certain costs and expenses. Vellar has agreed that it does not possess and/or has agreed to waive any redemption rights with respect to the shares of AHAC Class A common stock that it may acquire in accordance with the Vellar Backstop Agreement.

Assuming Vellar purchases the maximum amount of shares pursuant to the Vellar Backstop Agreement and elects to sell them all back to New Ocean Biomedical at maturity, New Ocean Biomedical would be obligated to pay Vellar $51,200,000 (4,000,000 shares times the redemption price, which we estimate to be around $10.30 plus Maturity Consideration equal to 4,000,000 shares times $2.50).

For risks relating to the Vellar Backstop Agreement, please see the Risk Factor referenced above and the ones titled: “Vellar may purchase shares to backstop the funds in the Trust Account, as a result of which the Business Combination may still consummate even if a significant number of Public Stockholders exercise their redemption rights. However, if the conditions for the funding of the Vellar Backstop Agreement are not satisfied, or if Vellar is unable to provide the funding pursuant to the Vellar Backstop Agreement or is otherwise in breach of the Vellar Backstop Agreements, then it is possible that the Business Combination may not be consummated” and “The issuance of New Ocean Biomedical common stock to Vellar pursuant to the Vellar Backstop Agreements could cause substantial dilution, which could materially affect the trading price of New Ocean Biomedical common stock.”

Meteora Backstop Agreement:

AHAC and Ocean Biomedical also entered into the Meteora Backstop Agreement. The Meteora Backstop Agreement was entered into on October 4, 2022 and amended as of November 17, 2022. The Meteora Backstop Agreement was terminated by AHAC and Ocean Biomedical effective as of December 12, 2022 prior to any share purchases being made by Meteora.

Common Stock Purchase Agreement

On September 7, 2022, AHAC entered into the Common Stock Purchase Agreement and the White Lion RRA with White Lion. Pursuant to the Common Stock Purchase Agreement, AHAC has the right, but not the obligation to require White Lion to purchase, from time to time, up to $75,000,000 in aggregate gross purchase price of newly issued shares of the AHAC Class A common stock, par value $0.0001 per share, or, following the Closing of the Business Combination, newly issued shares of New Ocean Biomedical common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.

AHAC is obligated under the Common Stock Purchase Agreement and the White Lion RRA to file a registration statement with the SEC to register under the Securities Act the common stock subject to the Common Stock Purchase Agreement, for the resale by White Lion of shares of common stock that AHAC may issue to White Lion under the Common Stock Purchase Agreement.

Subject to the satisfaction of certain customary conditions, AHAC’s right to sell shares to White Lion will commence on the effective date of the registration statement and extend for a period of two years. During such term, subject to the terms and conditions of the Common Stock Purchase Agreement, AHAC may notify White Lion when AHAC exercises its right to sell shares (the effective date of such notice, a “Notice Date”). The number of shares sold pursuant to any such notice may not exceed (i) $2,000,000, divided by the closing price of the AHAC Class A common stock on Nasdaq preceding the Notice Date and (ii) a number of shares of Common Stock equal to the average daily trading volume multiplied by 67%.

AHAC may not sell, and White Lion may not purchase, shares of AHAC Class A common stock that would result in White Lion owning more than 9.99% of the outstanding Class A common stock of AHAC.

The purchase price to be paid by White Lion for any such shares will equal 93% of the lowest daily volume-weighted average price of the AHAC Class A common stock during a period of two consecutive trading days following the applicable Notice Date. However, if during such two-trading day period the trading price of the AHAC Class A common stock falls below a price (the “Threshold Price”) equal to 90% of the opening trading price of the common stock on Nasdaq on the Notice Date, then the number of shares to be purchased by White Lion pursuant to such notice will be reduced proportionately based on the portion of the two-trading day period that has elapsed, and the purchase price will equal 93% of the Threshold Price.

For risks relating to the Common Stock Purchase Agreement, please see the Risk Factor titled: “The issuance of AHAC Class A common stock in connection with the Common Stock Purchase Agreement could cause substantial dilution, which could materially affect the trading price of AHAC Class A common stock.”

Management

The following persons are expected to serve as executive officers and directors of New Ocean Biomedical following the Business Combination. For biographical information concerning Ocean Biomedical’s executive officers and Ocean Biomedical’s designees to New Ocean Biomedical’s board of directors, see “Business of Ocean Biomedical – Executive Officers and Directors of Ocean Biomedical.” For biographical information concerning the AHAC designees to the New Ocean Biomedical’s board of directors see “Information About The Company — Officers and Directors.” In addition, following the Closing, pursuant to the terms of the Merger Agreement an independent director to be mutually agreed upon by AHAC and Ocean Biomedical will be appointed to the Board.

Pursuant to the AHAC Charter, in connection with the Business Combination, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Charter. As of September 30, 2022, the pro rata portion of the funds available in the Trust Account for the Public Shares was approximately $10.30 per share. If a holder of Public Shares exercises his, her or its redemption rights in connection with the Business Combination, such holder will be exchanging his, her or its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if he, she or it properly demands redemption and delivers its Public Shares (either physically or electronically) to AHAC’s Transfer Agent at least two (2) business days prior to the Special Meeting. Holders of Public Shares may elect to redeem their shares whether or not such shares are voted at the Special Meeting. See the section entitled “Special Meeting in Lieu of the 2022 Annual Meeting of Company Stockholders — Redemption Rights.”

The Business Combination involves numerous risks. For more information about these risks, see the section entitled “Risk Factors.”

The Charter Amendment Proposal

AHAC stockholders will be asked to approve and adopt, subject to and conditional on (but with immediate effect therefrom) approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal, and an amendment and restatement of the AHAC Charter, as set out in Annex B. Please see the section entitled “Shareholder Proposal No. 2 – The Charter Amendment Proposal.”

The Nasdaq Proposal

AHAC is proposing that its stockholders vote to approve, for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination. Please see the section entitled “Shareholder Proposal No. 3 – The Nasdaq Proposal.”

The Incentive Plan Proposal

AHAC is proposing that its stockholders approve and adopt the 2022 Equity Incentive Plan, which will become effective upon the Closing of the Business Combination. Please see the section entitled “Shareholder Proposal No. 4 – The Incentive Plan Proposal.”

The Employee Stock Purchase Plan Proposal

AHAC is proposing that its stockholders approve and adopt the Employee Stock Purchase Plan, which will become effective upon the Closing of the Business Combination. Please see the section entitled “Shareholder Proposal No. 5 – The Employee Stock Purchase Plan Proposal”.

The Election of Directors Proposal

AHAC is proposing that its stockholders vote to elect eleven directors to serve staggered terms on the AHAC Board until the 2023, 2024 and 2025 annual meeting of stockholders of New Ocean Biomedical, respectively, and until their respective successors are duly elected and qualified. Please see the section entitled “Shareholder Proposal No. 6 — Election of Directors Proposal.”

The Adjournment Proposal

AHAC stockholders will be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal. Please see the section entitled “Shareholder Proposal No. 7 — The Adjournment Proposal.”

Interests of AHAC’s Directors and Officers and Others in the Business Combination.

The AHAC Board has adopted and approved the Business Combination Agreement. In arriving at its recommendations, the AHAC Board carefully considered a number of factors described in this proxy statement. Please see section entitled “Shareholder Proposal No. 1: The Business Combination Proposal – The AHAC Board’s Reasons for Approval of the Business Combination.”

When you consider the recommendation of the AHAC Board in favor of approval of the Proposals, you should keep in mind that the Sponsor (including certain members of the Sponsor) and certain of AHAC’s directors and executive officers (including Suren Ajjarapu who is AHAC’s chief executive officer and the Sponsor’s controlling shareholder) may have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

Risk Factors

In evaluating the Proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

Risks Related to Ocean Biomedical’s Financial Position and Need for Additional Capital

Risks Related to New Ocean Biomedical’s Business Model

Risks Related to FDA Compliance and Commercialization

Operational Risks Related to Ocean Biomedical’s Business

Risks Related to the Clinical Development, Regulatory Review and Approval of Ocean Biomedical’s Pipeline Indications

Risks Related to Ocean Biomedical’s Operations and Industry

Risks Related to the Commercialization of New Ocean Biomedical’s Pipeline Indications

Risks Related to our Dependence on Third Parties

Risks Related to Intellectual Property

Risks Related to Legal and Compliance Matters

General Risk Factors

Risks Related to New Ocean Biomedical and its Common Stock Following the Business Combination

Risks Related to AHAC and the Business Combination

SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

We are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination. The Company’s balance sheet data as of September 30, 2022 and the statement of operations data for the nine months ended September 30, 2022 are derived from the Company’s unaudited financial statements included elsewhere in this proxy statement. The Company’s balance sheet data as of December 31, 2021 and the statement of operations data for the period from June 17, 2021 (inception) through December 31, 2021 are derived from the Company’s audited financial statements included elsewhere in this proxy statement.

The information is only a summary and should be read in conjunction with the Company’s financial statements and related notes and “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement. The Company’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

SELECTED HISTORICAL FINANCIAL INFORMATION OF OCEAN BIOMEDICAL

We are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination. Ocean Biomedical’s balance sheet data as of September 30, 2022 and the statement of operations for the nine months ended September 30, 2022 and 2021 are derived from Ocean Biomedical’s unaudited financial statements included elsewhere in this proxy statement. Ocean Biomedical’s balance sheet data as of December 31, 2021 and 2020 and the statement of operations for the years ended December 31, 2021 and 2020 are derived from Ocean Biomedical’s audited financial statements included elsewhere in this proxy statement.

The information is only a summary and should be read in conjunction with Ocean Biomedical’s financial statements and related notes and “Ocean Biomedical’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement. Ocean Biomedical’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement.

The following summary unaudited pro forma condensed combined financial data (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination (the “Transaction”). The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although AHAC will acquire all of the outstanding equity interests of Ocean Biomedical in the Business Combination, AHAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Ocean Biomedical issuing shares for the net assets of AHAC, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Ocean Biomedical. There will be no accounting effect or change in the carrying amount of the assets and liabilities as a result of the reverse recapitalization.

The summary unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Transaction as if they had occurred on September 30, 2022.

The summary unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022 gives effect to the Transaction as if they had occurred on January 1, 2021.

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of AHAC and Ocean Biomedical for the applicable periods included in this proxy statement.

The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what the New Ocean Biomedical’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of the New Ocean Biomedical following the reverse recapitalization.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of AHAC Class A common stock:

● Assuming No Redemptions: This presentation assumes that no Public Stockholders of AHAC exercise redemption rights with respect to their Public Shares.

● Assuming Maximum Redemptions: This presentation assumes that 10,500,000 Public Shares are redeemed for aggregate redemption payments of $108,570,000 assuming a $10.34 per share Redemption Price and based on funds in the Trust Account as of September 30, 2022.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

AHAC is providing the following unaudited pro forma combined financial information to aid you in your analysis of the financial aspects of the Business Combination. The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

AHAC is a blank check company formed under the laws of the State of Delaware on June 17, 2021 under the name Aesther Healthcare Acquisition Corp.

Ocean Biomedical is a biopharmaceutical company that seeks to bridge the “bench-to-bedside” gap between medical research discoveries and patient solutions.

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the historical balance sheet of AHAC as of September 30, 2022 with the historical balance sheet of Ocean Biomedical as of September 30, 2022 on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on September 30, 2022.

AHAC and Ocean Biomedical have the same fiscal years ending December 31. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021 combine the historical statements of operations of AHAC and Ocean Biomedical for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2021, the beginning of the earliest period presented.

The unaudited pro forma combined balance sheet as of September 30, 2022 and the unaudited pro forma combined statements of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021 are presented as if the following occurred:

The historical financial information of AHAC was derived from the unaudited financial statements of AHAC as of and for the nine months ended September 30, 2022 and from the audited financial statements for the period from inception (June 17, 2021) ended December 31, 2021, included elsewhere in this proxy statement. The historical financial information of Ocean Biomedical was derived from the unaudited consolidated financial statements of Ocean Biomedical as of and for the nine months ended September 30, 2022; and from the audited consolidated financial statements for the year ended December 31, 2021, included elsewhere in this proxy statement. This information should be read together with AHAC’s and Ocean Biomedical’s audited and unaudited financial statements and related notes, the sections entitled “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Ocean Biomedical’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement.

The pro forma combined financial statements have been presented for informational purposes only and are not necessarily indicative of what AHAC’s and Ocean Biomedical’s financial position or results of operations actually would have been had the transactions been completed as of the dates indicated. In addition, the pro forma data do not purport to project the future financial position or operating results of New Ocean Biomedical. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

Accounting for the Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AHAC, who is the legal acquirer, will be treated as the “acquired” company for financial reporting purposes and Ocean Biomedical will be treated as the accounting acquirer. Ocean Biomedical has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under the redemption scenarios:

Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which Ocean Biomedical is issuing stock for the net assets of AHAC. The net assets of AHAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Ocean Biomedical.

Basis of Pro Forma Presentation

Pursuant to the current AHAC Charter, AHAC’s public stockholders may demand that AHAC redeem their shares of Class A common stock for cash if the Business Combination is consummated, irrespective of whether they vote for or against the Business Combination. If a public stockholder properly demands redemption of their shares, AHAC will redeem each share for cash equal to the public stockholder’s pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination.

The unaudited pro forma condensed combined financial information has been prepared assuming alternative levels of cash redemptions of AHAC’s common stock and purchases of shares under the Vellar Backstop Agreement:

● Scenario 1 Assuming No Redemptions: This presentation assumes that (i) no AHAC public stockholders exercise redemption rights with respect to their Public Shares and (ii) there are no purchases of shares under the Vellar Backstop Agreement.

● Scenario 2 Assuming Low Redemptions: This presentation assumes that (i) 25% of AHAC public stockholders holding 2,625,000 Public Shares will exercise their redemption rights for $27.4 million of funds in AHAC’s Trust Account and (ii) the maximum number of shares available or 2,625,000 shares will be purchased under the Vellar Backstop Agreement.

● Scenario 3 Assuming High Redemptions: This presentation assumes that (i) 75% of AHAC public stockholders holding 7,875,000 Public Shares will exercise their redemption rights for $82.2 million of funds in AHAC’s Trust Account and (ii) the maximum number of shares up to the ownership cap of 9.9%, 3,375,000 shares will be purchased under the Vellar Backstop Agreement. These facts and circumstances would result in the business combination not closing and no shares would be issued under the Merger Agreement.

● Scenario 4 Assuming Maximum Redemptions: This presentation assumes that (i) AHAC stockholders holding 10,500,000 Public Shares will exercise their redemption rights for $109.6 million of funds in AHAC’s Trust Account and (ii) the maximum number of shares up to the ownership cap of 9.9%, 3,075,000 shares will be purchased under the Vellar Backstop Agreement. These facts and circumstances would result in the business combination not closing and no shares would be issued under the Merger Agreement.

● Scenario 5 Assuming Low Redemptions: This presentation assumes that (i) 25% of AHAC public stockholders holding 2,625,000 Public Shares will exercise their redemption rights for $27.4 million of funds in AHAC’s Trust Account and (ii) no shares are purchased under the Vellar Backstop Agreement.

● Scenario 6 Assuming High Redemptions: This presentation assumes that (i) 75% of AHAC public stockholders holding 7,875,000 Public Shares will exercise their redemption rights for $82.2 million of funds in AHAC’s Trust Account and (ii) no shares are purchased under the Vellar Backstop Agreement. These facts and circumstances would require Ocean Biomedical to waive the minimum cash requirement for the Business Combination to close and shares to be issued under the Merger Agreement.

● Scenario 7 Assuming Maximum Redemptions: This presentation assumes that (i) AHAC stockholders holding 10,500,000 Public Shares will exercise their redemption rights for $109.6 million of funds in AHAC’s Trust Account and (ii) no shares are purchased under the Vellar Backstop Agreement. These facts and circumstances would result in the business combination not closing and no shares would be issued under the Merger Agreement.

The table below shows the issued and outstanding shares under each of the Scenarios set forth above following the closing of the Business Combination, as well as potential sources of dilution:

(1) Redemption percentages are based on a total of 10,500,000 redeemable Public Shares pursuant to the Aesther Charter.

(2) Assumes that 2,625,000 Public Shares request redemption for aggregate redemption payments of $27.4 million, assuming a $10.44 per share Redemption Price and based on funds in the Trust Account and working capital available to Aesther outside of the Trust Account as of December 16, 2022 and that Vellar purchases the 2,625,000 shares for $27.4 million prior to the closing of Business Combination. The Merger Agreement includes a condition to the Closing, waivable by Ocean Biomedical, that, at the Closing, Aesther has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any Redemptions) of $50,000,000.

(3) Assumes that 7,875,000 Public Shares request redemption for aggregate redemption payments of $82.2 million, assuming a $10.44 per share Redemption Price and based on funds in the Trust Account and working capital available to Aesther outside of the Trust Account as of December 16, 2022 and that Vellar purchases 3,375,000 of those shares for $35.2 million prior to the closing of the Business Combination. The Merger Agreement includes a condition to the Closing, waivable by Ocean Biomedical, that, at the Closing, Aesther has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) of $50,000,000.

(4) Assumes that 10,500,000 Public Shares are redeemed for aggregate redemption payments of $109.6 million, assuming a $10.44 per share Redemption Price and based on funds in the Trust Account and working capital available to Aesther outside of the Trust Account as of December 16, 2022 and that Vellar is able to purchase 3,075,000 of those shares for $32.1 million prior to the closing of the business combination. The Merger Agreement includes a condition to the Closing, waivable by Ocean Biomedical, that, at the Closing, Aesther has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) of $50,000,000. 100,000 Public Shares were issued to EF Hutton for services and are not redeemable.

(5) Assumes that 2,625,000 Public Shares request redemption for aggregate redemption payments of $27.4 million, assuming a $10.44 per share Redemption Price and based on funds in the Trust Account and working capital available to Aesther outside of the Trust Account as of December 16, 2022 and that no purchases of shares prior to the closing of Business Combination. The Merger Agreement includes a condition to the Closing, waivable by Ocean Biomedical, that, at the Closing, Aesther has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any Redemptions) of $50,000,000.

(6) Assumes that 7,875,000 Public Shares request redemption for aggregate redemption payments of $82.2 million, assuming a $10.44 per share Redemption Price and based on funds in the Trust Account and working capital available to Aesther outside of the Trust Account as of December 16, 2022 and that no purchases of shares prior to the closing of the Business Combination. The Merger Agreement includes a condition to the Closing, waivable by Ocean Biomedical, that, at the Closing, Aesther has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) of $50,000,000.

(7) Assumes that 10,500,000 Public Shares are redeemed for aggregate redemption payments of $109.6 million, assuming a $10.44 per share Redemption Price and based on funds in the Trust Account and working capital available to Aesther outside of the Trust Account as of December 16, 2022 and that no purchases of shares prior to the closing of the business combination. The Merger Agreement includes a condition to the Closing, waivable by Ocean Biomedical, that, at the Closing, Aesther has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) of $50,000,000. 100,000 Public Shares were issued to EF Hutton for services and are not redeemable.

(8) Assumes exercise of 5,250,000 Public Warrants (at a purchase price of $11.50 per Public Warrant) resulting in a cash inflow of $60,375,000 for New Ocean Biomedical and 5,250,000 New Ocean Biomedical common stock issued to holders of Public Warrants. The Merger Agreement includes a condition to the Closing, waivable by Ocean Biomedical, that, at the Closing, Aesther has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) of $50,000,000.

(9) Assumes exercise of 5,411,000 Private Placement Warrants (at $11.50 per Private Placement Warrant) resulting in a cash inflow of $62,226,500 for New Ocean Biomedical and 5,411,000 New Ocean Biomedical common stock issued to holders of Private Placement Warrants.

(10) Ocean Biomedical’s lender, Second Street Capital, LLC, has warrants for 450,000 shares of Ocean Biomedical common stock (“Ocean Warrants”). As a condition to closing the Business Combination, AHAC shall issue Second Street Capital, LLC a warrant for a number of shares of New Ocean Biomedical common stock equal to the economic value of the Ocean Warrants (a “Converted Ocean Warrant”) in exchange for the termination of the Ocean Warrants. Assumes that the Converted Ocean Warrant will be exercisable for 511,712 shares of New Ocean Biomedical common stock at an exercise price of $ 8.06 per share and 102,342 shares of New Ocean Biomedical common stock at an exercise price of $7.47 per share. Assumes the exercise of the Converted Ocean Warrant.

(11) Sponsor will be entitled to receive from AHAC at Closing, as part of obtaining two (2) three-month extensions beyond the September 16, 2022 deadline to complete an initial business combination, additional shares of AHAC Class A common stock (collectively, an “Extension Share Award”). The Sponsor has exercised both such three month extensions to March 16, 2023, entitling the Sponsor to 1,365,000 additional shares of AHAC Class A common stock at Closing.

(12) Does not reflect closing adjustments to the merger consideration required by the terms of the Merger Agreement, including net working capital adjustments, closing net debt adjustment and transaction expenses in excess of $6,000,000, that are expected to be immaterial.

The Business Combination Agreement includes two (2) conditions to the Closing that are directly impacted by the redemption scenarios set forth: 1) AHAC has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any redemptions) of $50,000,000 at the Closing, which can be waived by Ocean Biomedical and 2) AHAC has net tangible assets of at least $5,000,001 upon consummation of Business Combination after giving effect to any redemptions, which cannot be waived. The table below includes the computation:

Maximum means up to the limit of 9.9% of the outstanding common stock per the Vellar Backstop Agreement.

In scenarios 1, 2 and 5 both conditions are met.

In scenario 6, the net tangible asset condition is met, the minimum cash condition could be waived by Ocean Biomedical to permit the Business Combination to close.

In scenarios 3, 4 and 7 both conditions are not met. AHAC will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination and so under these scenarios the Business Combination would not close.

The consequences of not closing include: (i) the trust money is returned to the shareholders in exchange for their Class A common stock, (ii) loans owed by AHAC will not be repaid, and (iii) Private Warrants and Class B common stock may become worthless.