0001493152-23-006622.txt : 20230302 0001493152-23-006622.hdr.sgml : 20230302 20230302215522 ACCESSION NUMBER: 0001493152-23-006622 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20230228 FILED AS OF DATE: 20230302 DATE AS OF CHANGE: 20230302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AJJARAPU SURENDRA K CENTRAL INDEX KEY: 0001368298 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40793 FILM NUMBER: 23701543 MAIL ADDRESS: STREET 1: 8604 BUTTON BUSH CT CITY: TAMPA STATE: FL ZIP: 33647 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aesther Healthcare Sponsor, LLC CENTRAL INDEX KEY: 0001884003 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40793 FILM NUMBER: 23701542 BUSINESS ADDRESS: STREET 1: 515 MADISON AVE. STREET 2: SUITE 8078 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 908-2658 MAIL ADDRESS: STREET 1: 515 MADISON AVE. STREET 2: SUITE 8078 CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ocean Biomedical, Inc. CENTRAL INDEX KEY: 0001869974 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 871309280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 515 MADISON AVE SUITE 8078 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 908-2658 MAIL ADDRESS: STREET 1: 515 MADISON AVE SUITE 8078 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Ocean Biomedical, Inc./DE DATE OF NAME CHANGE: 20230214 FORMER COMPANY: FORMER CONFORMED NAME: Aesther Healthcare Acquisition Corp. DATE OF NAME CHANGE: 20210628 4 1 ownership.xml X0306 4 2023-02-28 0 0001869974 Ocean Biomedical, Inc. OCEA 0001368298 AJJARAPU SURENDRA K 515 MADISON AVENUE, SUITE 8078 NEW YORK NY 10022 1 0 1 0 0001884003 Aesther Healthcare Sponsor, LLC 515 MADISON AVENUE, SUITE 8078 NEW YORK NY 10022 0 0 1 0 Common Stock, par value $0.0001 2023-02-28 4 J 0 2625000 D 1365000 I By Aesther Healthcare Sponsor, LLC Common Stock, par value $0.0001 2023-02-28 4 J 0 469300 A 469300 I By Surendra Ajjarapu Revocable Trust 2007 Common Stock, par value $0.0001 2023-02-28 4 J 0 258200 A 258200 I By Sandhya Ajjarapu Revocable Trust 2007 Private Placement Warrant 11.50 2023-02-14 4 P 0 5411000 1 A 2023-03-14 2028-02-14 Class A Common Stock 5411000 5411000 I By Aesther Healthcare Sponsor, LLC Private Placement Warrant 11.50 2023-02-14 5 J 0 E 5411000 D 2028-02-14 Class A Common Stock 5411000 0 I By Aesther Healthcare Sponsor, LLC Private Placement Warrant 11.50 2023-02-14 5 J 0 E 5411000 A 2028-02-14 Common Stock 5411000 5411000 I By Aesther Healthcare Sponsor, LLC Private Placement Warrant 11.50 2023-02-28 4 J 0 5411000 D 2023-03-14 2028-02-14 Common Stock 5411000 0 I By Aesther Healthcare Sponsor, LLC Private Placement Warrant 11.50 2023-02-28 4 J 0 1291000 A 2023-03-14 2028-02-14 Common Stock 1291000 1291000 I By Sandhya Ajjarapu Revocable Trust 2007 In connection with the closing on February 14, 2023 (the "Closing") of the business combination (the "Business Combination") between Aesther Healthcare Acquisition Corp. ("AHAC") and Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), pursuant to that certain Agreement and Plan of Merger, dated August 31, 2022 and amended on December 5, 2022, between AHAC, Aesther Healthcare Sponsor, LLC (the "Sponsor"), AHAC Merger Sub, Inc. ("Merger Sub"), Legacy Ocean, and Dr. Chirinjeev Kathuria, AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each share of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001 (the "Common Stock"). These shares were originally shares of AHAC's Class B Common Stock, par value $0.0001 per share (the "Class B Founder Shares"), that the Sponsor owned prior to the Business Combination. In connection with the Closing of the Business Combination, the Class B Founder Shares automatically converted into shares of the Issuer's Class A Common Stock on a one-for-one basis on the Closing Date, and the Class A Common Stock was then reclassified on a one-for-one basis into Common Stock in accordance with the Reclassification. In accordance with an instruction letter to the Sponsor's transfer agent (the "Instruction Letter"), the Sponsor instructed the Transfer Agent to transfer these shares to certain of the Sponsor's members for no consideration (such transaction, the "Transfer"). These securities are owned directly by the Sponsor. Suren Ajjarapu, a director of the Issuer, is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. As part of the Sponsor's Transfer of 2,625,000 shares of Common Stock to its members, Surendra Ajjarapu Revocable Trust 2007 (the "Surendra Trust"), a family trust, acquired 469,300 shares of Common Stock. Sandhya Ajjarapu ("Mrs. Ajjarapu"), Mr. Ajjarapu's wife, is the trustee of the Surendra Trust and is therefore deemed to have a pecuniary interest in the shares held by the Surendra Trust. Because Mrs. Ajjarapu's pecuniary interest in the Surendra Trust is attributable to Mr. Ajjarapu by nature of their spousal relationship, Mr. Ajjarapu is deemed to be the indirect beneficial owner of the shares held by the Surendra Trust. These securities are owned directly by the Surendra Trust, of which Mrs. Ajjarapu is the trustee. Mr. Ajjarapu, as Mrs. Ajjarapu's spouse, is deemed to have beneficial ownership of the shares held by the Surendra Trust. As part of the Sponsor's Transfer of 2,625,000 shares of Common Stock to its members, the Sandhya Ajjarapu Revocable Trust of 2007 (the "Sandhya Trust"), a family trust, acquired 258,200 shares of Common Stock. Mr. Ajjarapu is the trustee of the Sandhya Trust and maintains investment control over the Sandhya Trust. He is therefore deemed to be the indirect beneficial owner of the shares held by the Sandhya Trust. These securities are owned directly by the Sandhya Trust, of which Mr. Ajjarapu is the trustee. Mr. Ajjarapu, as the trustee, is deemed to have indirect beneficial ownership of the shares held by the Sandhya Trust. Simultaneously with the closing of the AHAC's initial public offering (the "IPO") on September 17, 2021, the Sponsor purchased 5,411,000 warrants (the "Private Placement Warrants") from AHAC in a private placement at a price of $1.00 per warrant, pursuant to the terms of the Private Placement Warrants Purchase Agreement between AHAC and the Sponsor dated September 14, 2021 (the "Private Placement Agreement"). The Private Placement Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing of the Business Combination, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. According to the original terms of the Private Placement Agreement, each Private Placement Warrant was exercisable to purchase one share of the Issuer's Class A Common Stock at an exercise price of $11.50 per share. The terms of the Private Placement Warrant were set forth in the Warrant Agreement, dated September 14, 2021, between AHAC and Continental Stock Transfer & Trust Company, LLC (the "Warrant Agent"). The Private Placement Warrants become exercisable 30 days after the Closing of the Business Combination. The Private Placement Warrants expire on the earlier to occur of (i) February 14, 2028, the date that is five years after the Closing of the Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date (as defined in the Warrant Agreement), and (iii) the liquidation of the Trust Account (as defined in the Warrant Agreement). Upon the Reclassification that was effected in connection with the Closing of the Business Combination, each share of the Issuer's Class A Common Stock underlying the Private Placement Warrants was reclassified into a share of the Issuer's Common Stock. On February 28, 2023, in accordance with the Instruction Letter, the Sponsor instructed its transfer agent to distribute the Private Placement Warrants to certain of its members (the "Distribution") for no consideration, as permitted by the Warrant Agreement. As part of the Distribution, the Sandhya Trust acquired 1,291,000 Private Placement Warrants. Mr. Ajjarapu is the trustee of the Sandhya Trust and maintains investment control over the Sandhya Trust. He is therefore deemed to be the indirect beneficial owner of the securities held by the Sandhya Trust. Exhibit List - Exhibit 24.1: Power of Attorney (Surendra K. Ajjarapu) Exhibit 24.2: Power of Attorney (Aesther Healthcare Sponsor, LLC) /s/ Katherine E. Spiser, as attorney-in-fact for Surendra K. Ajjarapu 2023-03-02 /s/ Katherine E. Spiser, as attorney-in-fact for Surendra K. Ajjarapu, as Manager of Aesther Healthcare Sponsor, LLC 2023-03-02 EX-24.1 2 ex24-1.htm

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Kate L. Bechen, Thomas S. Vaughn, Joseph R. DeHondt, Timothy B. Caprez, Robin K. Lehninger, Julie A. D’Angelo, Katherine E. Spiser, or Hallie D. Heath, or any of them acting singly and with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

(1)	prepare and execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D and 13G in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, as applicable, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of Ocean Biomedical, Inc. (the “Company”);

(2)	do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5, Schedule 13D or 13G, or other form or report, and to timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, or 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 30, 2023.

	/s/ Surendra K. Ajjarapu
	Surendra K. Ajjarapu

[Signature Page to Power of Attorney]

EX-24.2 3 ex24-2.htm

Exhibit 24.2

POWER OF ATTORNEY

(1)

prepare and execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D and 13G in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, as applicable, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of Ocean Biomedical, Inc. (the “Company”);

(2)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5, Schedule 13D or 13G, or other form or report, and to timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 16, 2023.

	AESTHER HEALTHCARE SPONSOR, LLC


	By:	/s/ Suren Ajjarapu
		Suren Ajjarapu
		Manager

[Signature Page to Power of Attorney]