United States securities and exchange commission logo





                             May 5, 2023

       Elizabeth Ng
       Chief Executive Officer
       Ocean Biomedical, Inc.
       55 Claverick St., Room 325
       Providence, RI 02903

                                                        Re: Ocean Biomedical,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 21,
2023
                                                            File No. 333-271392

       Dear Elizabeth Ng:

              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.

       Registration Statement on Form S-1 filed April 21, 2023

       Cover Page

   1.                                                   We refer to the second
paragraph of the cover page. Please revise to disclose the price
                                                        that the selling
securityholders paid for the common shares.
   2.                                                   Disclose the exercise
prices of the warrants compared to the market price of the
                                                        underlying securities.
If 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 sections 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.
 Elizabeth Ng
Ocean Biomedical, Inc.
May 5, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
173

3.    In light of the significant number of redemptions and the unlikelihood
that the company
      will receive significant proceeds from exercises of the warrants in the
near term 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.
Discuss the effect that
      this resale offering may have on the company   s ability to raise
additional capital.
General

4.    Revise your prospectus to disclose the price that each selling
securityholder paid for the
      shares being registered for resale. Highlight any differences in the
current trading price,
      the prices that the Sponsor and other selling shareholders acquired their
shares, and the
      price that the public securityholders acquired their shares. Disclose
that while the Sponsor
      and other selling shareholders 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.

       Please contact Arzhang Navai at 202-551-4676 or Joe McCann at
202-551-6262 with any
other questions.



                                                             Sincerely,
FirstName LastNameElizabeth Ng
                                                             Division of
Corporation Finance
Comapany NameOcean Biomedical, Inc.
                                                             Office of Life
Sciences
May 5, 2023 Page 2
cc:       Kate Bechen
FirstName LastName