DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

AESTHER HEALTHCARE ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Stockholders of Aesther Healthcare Acquisition Corp.:

Aesther Healthcare Acquisition Corp., a Delaware corporation (“AHAC” or the “Company”), cordially invites you to attend a special meeting in lieu of the 2022 annual meeting of the Company’s stockholders, which will be held on February 3, 2023 at 10:00 a.m. Eastern Time (the “Special Meeting”). The Special Meeting is a virtual stockholder meeting conducted exclusively via a live webcast at https://agm.issuerdirect.com/aeha.

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.”

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, up to 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.”

The formal meeting notice and proxy statement for the Special Meeting are attached hereto. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting. The virtual meeting format allows you to attend the Special Meeting from any location in the world. At the Special Meeting, AHAC will ask its stockholders to adopt the Business Combination Agreement, thereby approving the Business Combination and the other proposals described in the accompanying proxy statement.

The AHAC Board has adopted and approved the Business Combination Agreement and recommends a vote “FOR” each of the Proposals to be presented at the Special Meeting. In arriving at its recommendations, the AHAC Board carefully considered a number of factors described in the accompanying proxy statement.

At the Closing of the Business Combination, AHAC’s units will separate into their component shares of Class A Common Stock and warrants, and the units will no longer trade separately under “AEHAU.” AHAC has applied for the listing of the Class A Common Stock and Public Warrants on Nasdaq following the Closing of the Business Combination under the symbols “OCEA” and “OCEAW,” respectively. Based on the capitalization of the Ocean Biomedical as of September 30, 2022, the total number of shares of New Ocean Biomedical common stock expected to be issued in connection with the Business Combination is approximately 24,000,000, and holders of equity interests in Ocean Biomedical as of immediately prior to the closing of the Business Combination are expected to hold, in the aggregate, approximately 64.4% of the issued and outstanding shares of New Ocean Biomedical common stock immediately following the closing of the Business Combination, assuming no redemptions by AHAC stockholders.

Ocean Biomedical 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. These programs are in the preclinical stages of development, and substantial capital is required to advance such programs into clinical trials and subsequent stages of development. The outcomes of such development efforts are uncertain as product candidates may prove to be ineffective, fail to gain regulatory approval, or otherwise fail to be commercially viable. For additional information on such risks, see the section entitled “Risk Factors—Risks Related to Clinical Development.”

Pursuant to the AHAC Charter, AHAC’s public stockholders have redemption rights in connection with the Business Combination. AHAC’s public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of Class A Common Stock for cash. This means that public stockholders who hold shares of AHAC Class A Common Stock on or before February 1, 2023 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date and whether or not such shares are voted at the Special Meeting.

AHAC is providing this proxy statement and accompanying proxy card to AHAC’s stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Whether or not you plan to attend the Special Meeting, AHAC urges you to read this proxy statement (and any documents incorporated into this proxy statement by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 48 of the accompanying proxy statement.

Your vote is very important. If you are a registered stockholder of AHAC, please vote your shares as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Special Meeting, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Business Combination Agreement are conditioned on the approval of the Business Combination by AHAC’s public stockholders and satisfaction of certain other closing conditions described in the accompanying proxy statement.

On behalf of the AHAC Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

/s/ Suren Ajjarapu
Suren Ajjarapu
Chief Executive Officer
January 12, 2023

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement or determined that the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated January 12, 2023 and is first being mailed to the stockholders of AHAC on or about January 12, 2023.

Aesther Healthcare Acquisition Corp.

515 Madison Avenue, Suite 8078

New York, New York 10022

(646) 908-2658

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF

AESTHER HEALTHCARE ACQUISITION CORP. IN LIEU OF ITS 2022 ANNUAL MEETING

TO BE HELD ON FEBRUARY 3, 2023

To the Stockholders of Aesther Healthcare Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Aesther Healthcare Acquisition Corp. (“AHAC”), a Delaware corporation, will be held at 10:00 a.m. Eastern Time, on February 3, 2023. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://agm.issuerdirect.com/aeha.

At the Special Meeting, AHAC stockholders will be asked to consider and vote upon the following proposals (each, a “Proposal” and collectively, the “Proposals”), as more fully described in the accompanying proxy statement:

	(1)	to adopt and approve an Agreement and Plan of Merger by and among AHAC, 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.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement as Annex A. We refer to this as the “Business Combination Proposal”;

	(2)	to adopt and approve the Third Amended and Restated Certificate of Incorporation of AHAC, or the New Ocean Biomedical Charter, as set out in Annex B to this proxy statement, which shall become effective upon the Closing of the Business Combination (the “Charter Amendment Proposal”);

	(3)	to consider and vote upon a proposal 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 (the “Nasdaq Proposal”);

	(4)	to approve and adopt the 2022 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C (the “Incentive Plan Proposal”);

	(5)	to approve and adopt the Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement as Annex D (the “Employee Stock Purchase Plan Proposal”);

	(6)	to consider and vote to elect eleven directors to serve staggered terms on AHAC’s board of directors until the 2023, 2024 and 2025 annual meeting of stockholders of AHAC, respectively, and until their respective successors are duly elected and qualified (the “Election of Directors Proposal”);

	(7)	to adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by AHAC that more time is necessary or appropriate to approve one or more Proposals at the Special Meeting (the “Adjournment Proposal”).

AHAC’s board of directors (the “Board”) has adopted and approved the Business Combination Agreement and recommends a vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Election of Directors Proposal and “FOR” the Adjournment Proposal. AHAC does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof.

Holders of record of AHAC’s Class A common stock, par value $0.0001 per share, and AHAC’s Class B common stock, par value $0.0001 per share (also referred to herein as “Founder Shares”) (collectively, the “AHAC Common Stock”) at the close of business on January 11, 2023 (the “Record Date”) will be entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. Each share of AHAC Common Stock entitles the holder thereof to one vote. The holders of the Founder Shares (the “AHAC Restricted Stockholders”) are parties to a letter agreement pursuant to which they have agreed to vote their Founder Shares and any Public Shares purchased during or after our IPO in favor of our Business Combination. As of August 31, 2022, our AHAC Restricted Stockholders own approximately 20.0% of our issued and outstanding shares of AHAC Common Stock.

Attention is directed to the proxy statement accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our Proposals. We encourage you to read the accompanying proxy statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Alliance Advisors, LLC at 877-777-6017 or email Alliance Advisors, LLC at AEHA@allianceadvisors.com.

All AHAC stockholders are cordially invited to attend the Special Meeting in virtual format. AHAC stockholders may attend, vote and examine the list of AHAC stockholders entitled to vote at the Special Meeting by visiting https://agm.issuerdirect.com/aeha and using the conference ID number listed on the proxy card. To ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. To vote online, please have your proxy card available and visit www.iproxydirect.com/AEHA and follow the prompts to vote your shares. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you sold or transferred your shares after the record date, it is still important that you vote. Each of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, and the Election of Directors Proposal is interdependent upon the others and must be approved in order for AHAC to complete the Business Combination as contemplated by the Business Combination Agreement. Other than the Director Election Proposal, each of the Proposals require the affirmative vote of a majority of the issued and outstanding shares of AHAC Common Stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class (except that with respect to the Share Increase Amendment that is part of the Charter Amendment Proposal, AHAC’s Class A and Class B stockholders will vote separately). Under AHAC’s charter, the election of directors under the Election of Directors Proposal requires a plurality vote of the Class A and Class B shares present in person (which would include presence at a virtual meeting) or represented by proxy and entitled to vote at the Special Meeting, voting together as a single class. This means that a director nominee will be elected if such director receives more affirmative votes than any other nominee for the same position.

By Order of the Board of Directors,

/s/ Suren Ajjarapu
Suren Ajjarapu
Chief Executive Officer
January 11, 2023

TABLE OF CONTENTS

SUMMARY TERM SHEET	1
FREQUENTLY USED TERMS	5
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS	7
SUMMARY OF THE PROXY STATEMENT	18
SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY	26
SELECTED HISTORICAL FINANCIAL INFORMATION OF OCEAN BIOMEDICAL	28
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	29
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	30
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET	33
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS	34
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS	35
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	36
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	46
RISK FACTORS	50
SPECIAL MEETING IN LIEU OF THE 2022 ANNUAL MEETING OF COMPANY STOCKHOLDERS	124
SHAREHOLDER PROPOSAL NO. 1: THE BUSINESS COMBINATION PROPOSAL	129
ShAREHOLDER PROPOSAL NO. 2: The Charter Amendment Proposal	154
SHAREHOLDER PROPOSAL NO. 3: The Nasdaq Proposal	157
SHAREHOLDER PROPOSAL NO. 4: THE INCENTIVE PLAN PROPOSAL	159
SHAREHOLDER PROPOSAL NO. 5: THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL	164
SHAREHOLDER PROPOSAL NO. 6: ELECTION OF DIRECTORS PROPOSAL	167
SHAREHOLDER PROPOSAL NO. 7: The Adjournment Proposal	168
INFORMATION ABOUT THE COMPANY	169
THE COMPANY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	171
BUSINESS OF OCEAN BIOMEDICAL	174
OCEAN BIOMEDICAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	235
EXECUTIVE COMPENSATION	253
DIRECTOR COMPENSATION	258
MANAGEMENT AFTER THE BUSINESS COMBINATION	259
DESCRIPTION OF SECURITIES	265
BENEFICIAL OWNERSHIP OF SECURITIES	270
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	272
PRICE RANGE OF SECURITIES AND DIVIDENDS	275
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	276
APPRAISAL RIGHTS	276
HOUSEHOLDING INFORMATION	276
TRANSFER AGENT AND REGISTRAR	276
SUBMISSION OF STOCKHOLDER PROPOSALS	276
FUTURE STOCKHOLDER PROPOSALS	276
WHERE YOU CAN FIND MORE INFORMATION	277
INCORPORATION BY REFERENCE	278
INDEX TO FINANCIAL INFORMATION	F-1
Annex A – The Business Combination Agreement, as amended
Annex B – The Third Amended and Restated Certificate of Incorporation of Aesther Healthcare Acquisition Corp
Annex C – 2022 Equity Incentive Plan
Annex D – Employee Stock Purchase Plan
Annex E – Fairness Opinion of The Mentor Group, Inc.
Annex F – Supplement to Fairness Opinion of the Mentor Group, Inc.

SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does 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 used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

	●	Aesther Healthcare Acquisition Corp., a Delaware corporation, which we refer to as “AHAC” or the “Company,” is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

	●	There are currently 13,225,000 shares of common stock, par value $0.0001 per share, of the Company, issued and outstanding, consisting of (i) 10,600,000 shares of Class A common stock, and (ii) 2,625,000 shares of Class B common stock that were issued to our Sponsor prior to our IPO. There are currently no shares of Company preferred stock issued and outstanding. In addition, we issued 5,250,000 public warrants to purchase Class A common stock (originally sold as part of the units issued in our IPO) as part of our IPO along with 5,411,000 Private Placement Warrants, issued to our Sponsor in a private placement on the IPO closing date. Each warrant entitles its holder to purchase one share of our Class A common stock at an exercise price of $11.50 per share, to be exercised only for a whole number of shares of our Class A common stock. The warrants will become exercisable 30 days after the completion of our initial business combination, and they expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, if the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. For more information regarding the warrants, please see the section entitled “Description of Securities– Warrants.”

	●	Holders of Class A common stock and holders of Class B common stock are entitled to one vote for each share held on all matters to be voted on by stockholders and will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The Class B common stock held by our Sponsor will automatically convert into shares of Class A common stock at the completion of our initial business combination. Assuming no additional shares of Class A common stock, or securities convertible into or exchangeable for, shares of Class A common stock, are issued by us in connection with or in relation to the consummation of our initial business combination, the 2,625,000 shares of Class B common stock will, pursuant to our Amended and Restated Certificate of Incorporation, automatically convert, on a one-for-one basis, into 2,625,000 shares of Class A common stock at the closing of our initial business combination.

	●	On August 31, 2022, AHAC entered into the Business Combination Agreement. A copy of the Business Combination Agreement is attached to this proxy statement as Annex A.

	●	Ocean Biomedical 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. These programs are in the preclinical stages of development, and substantial capital is required to advance such programs into clinical trials and subsequent stages of development. The outcomes of such development efforts are uncertain as product candidates may prove to be ineffective, fail to gain regulatory approval, or otherwise fail to be commercially viable. For additional information on such risks, please see the section entitled “Risk Factors—Risks Related to Clinical Development.” For more information about Ocean Biomedical, please see the sections entitled “Business of Ocean Biomedical,” “Ocean Biomedical’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management after the Business Combination.”

	●	Subject to the terms of the Business Combination Agreement, the purchase price for the Business Combination and related transactions is initially $240.0 million. The consideration to be paid to the Ocean Biomedical securities holders will be shares of New Ocean Biomedical Class A common stock. In addition, both the Ocean Biomedical securities holders and the Sponsor are entitled to additional shares of New Ocean Biomedical Class A common stock upon the trading price of New Ocean Biomedical Class A common stock reaching certain price targets. For more information about the Business Combination Agreement, please see the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal – Merger Consideration.”

	●	In connection with the proposed Transaction, AHAC signed two backstop agreements which evidence Vellar Opportunity Fund SPV LLC – Series 3 and Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Capital Partners, LP (collectively, “Meteora”) intent to purchase up to 4,000,000 shares each of AHAC Class A common stock through a broker in the open market (which, assuming all such shares are purchased, approximately, would be valued at up to $40,000,000 individually or $80,000,000 in the aggregate). The backstop agreement with Vellar Opportunity Fund SPV LLC – Series 3 was entered into on August 30, 2022, the day prior to the execution and announcement of the Business Combination Agreement and effective as of the time of execution of the Business Combination Agreement. The backstop agreement with Meteora was entered into on October 4, 2022 and terminated effective December 12, 2022 prior to Meteora having made any purchases of shares of AHAC Class A common stock under the Meteora Backstop Agreement. As a result of the Meteora termination, there is a maximum of 4,000,000 shares of common stock that can be purchased under the remaining Vellar backstop agreement. For more information regarding the backstop agreements, please see the section entitled: “Backstop Agreements.”

	●	It is anticipated that, upon completion of the Business Combination: (i) the Company’s public stockholders (excluding the AHAC Restricted Stockholders’ converted Founder Shares) will retain an ownership interest of approximately 28.6% in New Ocean Biomedical; (ii) the AHAC Restricted Stockholders will own approximately 7.0% of New Ocean Biomedical with respect to their converted Founder Shares; and (iii) the Ocean Biomedical securities holders will own approximately 64.4% of New Ocean Biomedical. The ownership percentage with respect to New Ocean Biomedical following the Business Combination (a) does not take into account (1) the issuance of any shares upon the exercise of warrants to purchase Class A common stock or the warrants held by Second Street Capital, LLC that will remain outstanding immediately following the Business Combination, (2) the issuance of any shares upon completion of the Business Combination under the 2022 Equity Incentive Plan, (3) the redemption of shares of Class A common stock held by the Company’s public stockholders pursuant to our Amended and Restated Certificate of Incorporation, or (4) the purchase of any shares under the backstop facilities, but (b) does take into account the conversion of 2,625,000 Founder Shares into an equivalent number of shares of Class A common stock at the closing of the Business Combination on a one-for-one basis (even though such shares of Class A common stock will be subject to transfer restrictions). If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company’s existing stockholders in New Ocean Biomedical will be different.

	●	Our management and Board considered various factors in determining whether to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, the revenue and earnings growth potential of Ocean Biomedical, the prospects for Ocean Biomedical and its various research prospects and drug candidates and the strength of Ocean Biomedical’s management team, which the Board believes positions Ocean Biomedical for future growth and profitability. For more information about our Board’s decision-making process, see the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal – The AHAC Board’s Reasons for the Approval of the Business Combination.”

	●	Pursuant to our Amended and Restated Certificate of Incorporation, in connection with the Business Combination, holders of our Public Shares may elect to have their Class A common stock redeemed for cash at the applicable redemption price per share calculated in accordance with our Amended and Restated Certificate of Incorporation. As of September 30, 2022, the redemption price would have been approximately $10.34 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of our Class A common stock for cash and will no longer own shares of New Ocean Biomedical and will not participate in the future growth of New Ocean Biomedical, if any. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the Special Meeting. Please see the section entitled “Special Meeting in Lieu of the 2022 Annual Meeting of Company Stockholders – Redemption Rights.”

	●	In addition to voting on the proposal to adopt the Purchase Agreement and approve the transactions contemplated thereunder, including the Business Combination, at the Special Meeting, the stockholders of the Company will be asked to vote on:

	1.	a proposal to adopt the Third Amended and Restated Certificate of Incorporation in the form attached hereto as Annex B (the “Charter Amendment Proposal”);

	2.	a proposal to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding Common Stock and the resulting change in control in connection with the Business Combination (the “Nasdaq Proposal”);

	3.	to approve and adopt the 2022 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C (the “Incentive Plan Proposal”);

	4.	to approve and adopt the Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement as Annex D (the “Employee Stock Purchase Plan Proposal”);

	5.	to consider and vote to elect eleven directors to serve staggered terms on AHAC’s board of directors until the 2023, 2024 and 2025 annual meeting of stockholders of AHAC, respectively, and until their respective successors are duly elected and qualified (the “Election of Directors Proposal”); and

	6.	to adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by AHAC that more time is necessary or appropriate to approve one or more Proposals at the Special Meeting (the “Adjournment Proposal”).

	7.	Please see the sections entitled “Shareholder Proposal No. 1: The Business Combination Proposal,” “Shareholder Proposal No. 2: The Charter Amendment Proposal,” “Shareholder Proposal No. 3: The Nasdaq Proposal,” “Shareholder Proposal No. 4: The Incentive Plan Proposal,” “Shareholder Proposal No. 5: The Employee Stock Purchase Plan Proposal,” “Shareholder Proposal No. 6: Election of Directors Proposal,” and “Shareholder Proposal No. 7: The Adjournment Proposal.” Unless waived by the parties to the Purchase Agreement, the closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, and the Election of Directors Proposal at the Special Meeting. Each of the proposals at the Special Meeting, other than the Adjournment Proposal, is conditioned on the approval of the others. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

	●	Upon consummation of the Business Combination, we anticipate a Board of eleven directors, which shall be divided into three classes, with the first class consisting of three directors with an initial term that expires in 2025, the second class consisting of four directors with an initial term that expires in 2023, and the third class consisting of four directors with an initial term that expires in 2024. Such directors shall serve until their respective successors are duly elected and qualified, or until their earlier resignation, removal, or death. Please see the section entitled “Shareholder Proposal No. 2: The Charter Amendment Proposal” for additional information.

	●	Unless waived by the parties to the Purchase Agreement, and subject to applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Purchase Agreement including, among others, receipt of certain stockholder approvals contemplated by this proxy statement. For more information about the closing conditions to the Business Combination, please see the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal —Conditions to the Closing.”

	●	The Purchase Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or by certain parties in specified circumstances. For more information about the termination rights under the Purchase Agreement, please see the section entitled “Shareholder Proposal No. 1: The Business Combination —Conditions to the Closing.”

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

	●	At the closing of the Business Combination, New Ocean Biomedical will enter into (i) the Lock-Up Agreement, pursuant to which, among other things, and subject to certain exceptions, provides for the securities of New Ocean Biomedical held by the majority stockholder of Ocean Biomedical to be locked-up for a period of six months from the date of the closing of the Business Combination, and to be subject to certain restrictions on sale thereafter, in accordance with the terms set forth therein and (ii) the Business Combination Registration Rights Agreement pursuant to which, among other things, we will be obligated to file a registration statement to register the resale of certain securities of the Company held by such majority stockholder, as well as provide such majority stockholder with “piggy-back” registration rights, subject to certain requirements and customary conditions.

●

In considering the recommendation of our Board to vote for the proposals presented at the Special Meeting, including the Business Combination Proposal, you should be aware that aside from their interests as stockholders, our Sponsor and certain members of our Board and 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, the interests of our stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the Proposals presented at the Special Meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the Proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:

	1.	the fact that the Sponsor has agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed business combination;

	2.	If AHAC does not complete a business combination by December 16 (which AHAC may extend by an additional three-month period by depositing additional funds into its Trust Account), the proceeds from the sale of the Private Placement Warrants will be included in the liquidating distributions to AHAC’s Public Stockholders and the Private Warrants will expire worthless;

	3.	The fact that the Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, and that in the case of the Business Combination is not consummated AHAC would liquidate rendering Founder Shares worthless;

	4.	the fact that our Sponsor is entitled to receive reimbursement of $10,000 per month under an administrative support agreement for office space, secretarial and administrative support provided to the Company), for which, as of the date hereof, our Sponsor has already been paid $145,000;

	5.	our Sponsor paid an aggregate of approximately $5,436,000 for their shares of Class B common stock and their Private Warrants. Effectively, the Sponsor has paid $2.07 per share of Class B common stock, and, in addition, has the right to acquire 5,411,000 shares of common stock at a price of $11.50 per share. Thus, if the price of the stock falls significantly from the initial public offering price of $10.00 per share of common stock, our Sponsor will still receive a positive rate of return and have the ability to receive additional returns if our price rises above $11.50 per share;

	6.	as a condition to the IPO, all of the Founders Shares are subject to a lock-up and would be released only if specific conditions were met. In particular, subject to certain limited exceptions, all Founders Shares would be subject to a lock up until the earlier of (A) one year after the completion of AHAC’s Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per unit (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) the date on which AHAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property;

	7.	if the Trust Account is liquidated, including in the event AHAC is unable to complete a business combination within the required time period, the Sponsor has agreed to indemnify AHAC to ensure that the proceeds in the Trust Account are not reduced below $10.30 per Public Share by the claims of prospective target businesses with which AHAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to AHAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

	8.	the anticipated continuation of two of our existing directors, Messrs. Ajjarapu and Peterson, as directors of New Ocean Biomedical;

	9.	the continued indemnification of our existing directors and officers prior to the Business Combination and the continuation of our directors’ and officers’ liability insurance after the Business Combination;

	10.	unless AHAC consummates a business combination, AHAC’s officers, directors, and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

	11.	that pursuant to the IPO Registration Rights Agreement, the AHAC Restricted Stockholders are entitled to registration of the shares of Class A common stock into which the Founder Shares will automatically convert at the time of the consummation of the Business Combination;

	12.	the Sponsor has agreed that the Private Placement Warrants and the underlying securities will not be sold or transferred by it until after AHAC has completed a business combination, subject to limited exceptions;

	13.	the Sponsor has made additional advances (in the form of a loan) of $2,100,000 to fund two extensions of the period of time available to AHAC to consummate an initial business combination. Such advances are payable only upon the completion of the initial business combination.

	14.	the Sponsor will receive 1,365,000 shares of New Ocean Biomedical common stock in consideration for the extension loans only upon the completion of the Business Combination.

●

After the Closing, Poseidon Bio, LLC, or Principal Shareholder, will own a majority of New Ocean Biomedical’s outstanding common stock. As a result, New Ocean Biomedical will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

(i) the requirement that a majority of our board of directors consist of “independent directors” as defined under the rules of Nasdaq;

(ii) the requirement that we have a compensation committee that is composed entirely of directors who meet the Nasdaq independence standards for compensation committee members; and

(iii) the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors.

Following the Closing, we are permitted to utilize these exemptions. While we do not presently intend to rely on these exemptions, we could decide to utilize these exemptions in the future, as long as we remain a controlled company. If we utilize such exemptions available to controlled companies, we may not have a majority of independent directors, our nominations committee and compensation committee may not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Accordingly, under these circumstances, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

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.

In this proxy statement:

“AHAC” shall mean Aesther Healthcare Acquisition Corp., a Delaware corporation.

“AHAC Board” or “Board” shall mean the board of directors of AHAC.

“AHAC Charter” shall mean AHAC’s Amended and Restated Certificate of Incorporation.

“AHAC common stock” shall mean the Class A common stock and Class B common stock, par value $0.0001, of AHAC, which are treated as a single class for voting purposes.

“AHAC Support Agreement” shall mean the agreement by and among AHAC, Sponsor and certain stockholders of AHAC to, among other things, vote their shares of AHAC common stock in favor of the adoption and approval of the Business Combination Agreement and the transactions contemplated thereby.

“Business Combination” shall mean the Merger and the other transactions contemplated by the Business Combination Agreement whereby, among other things, Merger Sub will merge with and into Ocean Biomedical, with Ocean Biomedical continuing as the surviving corporation and wholly-owned subsidiary of AHAC, which will change its name to Ocean Biomedical, Inc. at the Closing.

“Business Combination Agreement” means that certain Agreement and Plan of Merger, dated August 31, 2022 by and among AHAC, Merger Sub, and Ocean Biomedical, as amended on December 5, 2022.

“Class A common stock” shall mean the Class A common stock, par value $0.0001, of AHAC.

“Class B common stock” shall mean the Class B common stock, par value $0.0001, of AHAC.

“Closing” shall mean the closing of the Business Combination.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Continental” shall mean Continental Stock Transfer & Trust Company, the transfer agent.

“Converted Ocean Warrant” means the warrants issued by Ocean Biomedical to Second Street Capital, LLC following amendment in connection with the Business Combination to be exercisable for New Ocean Biomedical common stock.

“DGCL” shall mean the Delaware General Corporation Law, as amended.

“EF Hutton” shall mean EF Hutton division of Benchmark Investments, LLC, the representative of the underwriters in the IPO.

“ELOC” shall mean the Common Stock Purchase Agreement dated September 8, 2022, between AHAC and White Lion Capital LLC.

“Effective Time” shall mean the time when the Business Combination is consummated, upon the filing of the Certificate of Merger for the merger of Merger Sub with and into Ocean Biomedical with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Founder Shares” shall mean the 2,625,000 shares of AHAC Class B common stock, par value $0.0001 per share, owned by the Sponsor and AHAC’s directors.

“HSR Act” shall mean the Hart Scott Rodino Antitrust Act.

“IPO” shall mean AHAC’s Initial Public Offering of units, consummated on September 17, 2021.

“Lock-Up Agreements” shall mean the agreements entered into by New Ocean Biomedical with the Sponsor and Key Ocean Biomedical Stockholders in form and substance mutually acceptable to the parties thereto.

“Merger” shall mean the merger of Merger Sub with and into Ocean Biomedical, with Ocean Biomedical continuing as the surviving corporation and wholly-owned subsidiary of AHAC, as contemplated by the Business Combination Agreement.

“Merger Sub” shall mean AHAC Merger Sub, Inc., a Delaware corporation, and a wholly-owned subsidiary of New Ocean Biomedical.

“Meteora” shall mean Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP and Meteora Capital Partners, LP.

“Meteora Backstop Agreement” shall mean the Forward Share Purchase Agreement, dated October 4, 2022, between AHAC, Ocean Biomedical, Inc., and Meteora, as amended on November 17, 2022 and terminated effective December 12, 2022.

“New Ocean Biomedical” shall mean the post-combination company for all times after the consummation of the Merger.

“New Ocean Biomedical Bylaws” shall mean the Amended and Restated Bylaws of New Ocean Biomedical.

“New Ocean Biomedical Charter” shall mean the Third Amended and Restated Certificate of Incorporation of New Ocean Biomedical.

“New Ocean Biomedical common stock” shall mean the common stock, par value $0.0001, of New Ocean Biomedical.

“Ocean Biomedical” shall mean Ocean Biomedical, Inc., a Delaware corporation.

“Ocean Biomedical Outstanding Shares” means the total number of shares of Ocean Biomedical common stock, the shares of Ocean Biomedical common stock underlying the Ocean Warrants issued to Second Street Capital, LLC and any other equity or equity equivalents issued by Ocean Biomedical prior to the Closing, excluding, in all such cases, Ocean Biomedical options that are not vested.

“Per Share Stock Consideration Rate” means a number of shares of common stock of New Ocean Biomedical equal to (a)(1) the equity value assigned to Ocean Biomedical of $240,000,000 plus the exercise price payable upon exercise of the Ocean Warrants, divided by (2) the total number of Ocean Biomedical Outstanding Shares, divided by (b) 10.

“Principal Shareholder” shall mean Poseidon Bio, LLC a Delaware limited liability company.

“Private Placement Warrants” shall mean the warrants to purchase AHAC common stock purchased in a private placement in connection with the IPO.

“Proposals” shall mean the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, and the Adjournment Proposal.

“Public Shares” shall mean the Class A common stock included in the Units sold in the IPO.

“Public Stockholders” shall mean the persons who own the Public Shares.

“Public Units” shall mean the units issued and sold in the IPO.

“Public Warrants” shall mean the warrants underlying the Public Units issued in the IPO.

“Redeemable” shall mean, in respect of the Public Warrants, the ability of New Ocean Biomedical to redeem such Public Warrants after the closing of the proposed Business Combination, provided that certain other conditions as set forth in the warrant agreement between Continental and AHAC are met.

“Redemption” shall mean the right of AHAC Stockholders to have their Public Shares redeemed in accordance with the procedures set forth in this proxy statement.

“Registration Rights Agreement” shall mean the Registration Rights Agreement by and among New Ocean Biomedical, AHAC, and significant Ocean Biomedical stockholders required as a closing condition in the Business Combination Agreement.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Share Increase Amendment” shall mean the amendment that is part of the Charter Amendment Proposal pursuant to which AHAC’s Charter would be amended to increase the number of authorized shares to 310,000,000 shares, consisting of 300,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock, each having a par value of $0.0001 per share.

“Special Meeting” shall mean the special meeting of the stockholders of AHAC, to be held on February 3, 2023 at 10 a.m. Eastern Time, which will be a virtual meeting conducted via live webcast.

“Sponsor” shall mean Aesther Healthcare Sponsor, LLC, a Delaware limited liability company.

“Transfer Agent” shall mean Continental.

“Trust Account” shall mean the trust account of AHAC, which holds the net proceeds of the IPO, together with interest earned thereon, less amounts released to pay franchise and income tax obligations.

“Units” shall mean units consisting of a share of Class A common stock and a warrant to purchase a share of Class A common stock, sold together as a unit.

“Vellar” shall mean Vellar Opportunity Fund SPV LLC – Series 3.

“Vellar Backstop Agreement” shall mean the OTC Equity Prepaid Forward Transaction (Backstop Agreement), dated August 31, 2022, between AHAC, Ocean Biomedical, Inc. and Vellar Opportunity Fund SPV LLC-Series 3.

“VWAP” shall mean, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

“Warrants” shall mean the Private Placement Warrants, the Public Warrants, the Ocean Warrants, and any other warrants to purchase capital stock of AHAC or Ocean Biomedical.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

Questions And Answers About The Proposals

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting of AHAC stockholders. The following questions and answers do not include all the information that is important to stockholders of AHAC. We urge the stockholders of AHAC to carefully read this entire proxy statement, including the annexes and other documents referred to herein.

Why am I receiving this proxy statement?

This proxy statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Below are proposals on which AHAC stockholders are being asked to vote.

	(1)	to adopt and approve the Business Combination Proposal;

	(2)	to adopt and approve the Charter Amendment Proposal;

	(3)	to consider and vote upon the Nasdaq Proposal;

	(4)	to approve and adopt the Incentive Plan Proposal;

	(5)	to approve and adopt the Employee Stock Purchase Plan Proposal;

	(6)	to consider and vote on the Election of Directors Proposal; and

	(7)	to adopt and approve the Adjournment Proposal.

Are the Proposals conditioned on one another?

Unless the Business Combination Proposal is approved, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal will not be presented to the stockholders of AHAC at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If AHAC does not consummate the Business Combination and fails to complete an initial business combination by March 16, 2023, AHAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its Public Stockholders. The approval of the Business Combination, the Nasdaq Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Adoption of the Company Employee Stock Purchase Plan Proposal and Election of Directors Proposal are preconditions to the consummation of the Business Combination.

What will happen in the Business Combination?

At the Closing, Merger Sub shall be merged with and into Ocean Biomedical, following which the separate corporate existence of Merger Sub shall cease and Ocean Biomedical shall continue as the surviving corporation. In connection with the Business Combination, the cash held in the Trust Account will be used to fund redemptions by AHAC Stockholders, and for working capital and general corporate purposes. A copy of the Business Combination Agreement, is attached to this proxy statement as Annex A.

What equity stake will current stockholders of AHAC and Ocean Biomedical hold in New Ocean Biomedical after the Closing?

It is anticipated that, upon the completion of the Business Combination, AHAC’s public stockholders will retain an ownership interest of approximately 28.6% of the outstanding capital stock of New Ocean Biomedical, the Sponsor Group will retain an aggregate ownership interest of approximately 7.0% of the outstanding capital stock of New Ocean Biomedical and the Ocean Biomedical stockholders will own approximately 64.4% of the outstanding capital stock of New Ocean Biomedical. The foregoing ownership percentages with respect to New Ocean Biomedical following the Business Combination excludes any outstanding Warrants and assumes that there are no redemptions of any shares by AHAC’s public stockholders in connection with the Business Combination and AHAC does not engage in any kind of additional equity financing prior to the Closing). If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by AHAC’s existing stockholders in New Ocean Biomedical will be different.

If any of AHAC’s public stockholders exercise their redemption rights, the percentage of New Ocean Biomedical’s outstanding common stock held by AHAC’s public stockholders will decrease and the percentages of New Ocean Biomedical’s outstanding common stock held by the Sponsor and by the Ocean Biomedical stockholders will increase, in each case, relative to the percentage held if none of the Public Shares are redeemed.

If any of AHAC’s public stockholders as of September 30, 2022 redeem their Public Shares at Closing in accordance with the AHAC Charter but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant of $0.12 as of September 30, 2022, would be $630,000 regardless of the amount of redemptions by the Public Shareholders. Upon the issuance of New Ocean Biomedical common stock in connection with the Business Combination, the percentage ownership of New Ocean Biomedical by AHAC’s public stockholders who do not redeem their Public Shares will be diluted. AHAC public stockholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming AHAC public stockholders. The percentage of the total number of outstanding shares of New Ocean Biomedical common stock that will be owned by AHAC public stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination.

The following table illustrates varying beneficial ownership levels in New Ocean Biomedical, as well as possible sources and extents of dilution for non-redeeming public stockholders, assuming no redemptions by Public Shareholders, low (i.e., 25%) redemptions by public stockholders, high (i.e., 75%) redemptions by public stockholders, and the maximum redemptions by public stockholders:

Issued and Outstanding Share Basis	No Redemption (1)		% Owned			Low Redemption (2)		% Owned			High Redemption (3)		% Owned			Maximum Redemption (4)		% Owned
Aesther Public Shares		10,600,000		28.6	%		7,975,000		23.1	%		2,725,000		9.3	%		100,000		0.4	%
Aesther Founder Shares		2,625,000		7.1	%		2,625,000		7.6	%		2,625,000		9.0	%		2,625,000		9.9	%
Ocean shareholders (5)		23,874,945		64.4	%		23,874,945		69.3	%		23,874,945		81.7	%		23,874,945		89.8	%
Pro Forma common stock at September 30, 2022		37,099,945		100.0	%		34,474,945		100.0	%		29,224,945		100.0	%		26,599,945		100.0	%

Potential sources of dilution:
Public Warrants (6)		5,250,000		14.2	%		5,250,000		15.2	%		5,250,000		18.0	%		5,250,000		19.7	%
Private Warrants (7)		5,411,000		14.6	%		5,411,000		15.7	%		5,411,000		18.5	%		5,411,000		20.3	%
First Earnout Share Payment (8)		6,000,000		16.2	%		6,000,000		17.4	%		6,000,000		20.5	%		6,000,000		22.6	%
Second Earnout Share Payment (8)		8,000,000		21.6	%		8,000,000		23.2	%		8,000,000		27.4	%		8,000,000		30.1	%
Third Earnout Share Payment (8)		8,000,000		21.6	%		8,000,000		23.2	%		8,000,000		27.4	%		8,000,000		30.1	%
Vellar Backstop Agreement (9)		-		-	%		2,625,000		7.6	%		3,375,000		11.5	%		3,075,000		11.6	%
Extension Shares (10)		1,365,000		3.7	%		1,365,000		4.0	%		1,365,000		4.7	%		1,365,000		5.1	%
Ocean Warrants (11)		614,055		11.7	%		614,055		1.8	%		614,055		11.7	%		614,055		11.7	%

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

(2) Assumes that 2,625,000 Public Shares are redeemed for aggregate redemption payments of $27,142,500, assuming a $10.34 per share Redemption Price and based on funds in the Trust Account and working capital available to AHAC outside of the Trust Account as of September 30, 2022. The Merger Agreement includes a condition to the Closing, waivable by Ocean Biomedical, that, at the Closing, AHAC has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any Redemption), of $50,000,000.

(3) Assumes that 7,875,000 Public Shares are redeemed for aggregate redemption payments of $81,427,500, assuming a $10.34 per share Redemption Price and based on funds in the Trust Account and working capital available to AHAC outside of the Trust Account as of September 30, 2022. The Merger Agreement includes a condition to the Closing, waivable by Ocean Biomedical, that, at the Closing, AHAC has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any Redemption), of $50,000,000. These facts and circumstances would result in the Business Combination not closing and no shares would be issued under the Merger Agreement.

(4) 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 and working capital available to AHAC outside of the Trust Account as of September 30, 2022. The Merger Agreement includes a condition to the Closing, waivable by Ocean Biomedical, that, at the Closing, AHAC has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any Redemption), of $50,000,000. These facts and circumstances would result in the Business Combination not closing and no shares would be issued under the Merger Agreement.

(5) 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.

(6) Assumes exercise of 5,250,000 Public Warrants (at a purchase price of $11.50 per Public Warrant) resulting into a cash inflow of $60,375,000 for Ocean Biomedical and 5,250,000 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, AHAC has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any Redemption of $50,000,000.

(7) Assumes exercise of 5,411,000 Private Placement Warrants (at a purchase price of $11.50 per Private Placement Warrant) resulting into 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.

(8) Assumes the earnout measurements will be met:

(i) In the event that the VWAP of the New Ocean Biomedical common stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for twenty (20) out of any thirty (30) consecutive Trading Days during the period beginning on the Closing Date and ending on the 36-month anniversary of the Closing Date (such period the “Earnout Period”), then, subject to the terms and conditions of the Agreement and Plan of Merger, the Purchaser shall issue to each of the Ocean Biomedical’s stockholder such stockholder’s Pro Rata Share of 5,000,000 shares of New Ocean Biomedical common stock and the Sponsor shall be issued 1,000,000 shares of New Ocean Biomedical common stock (the “First Earnout Share Payment”).

(ii) In the event that the VWAP of the New Ocean Biomedical common stock equals or exceeds $17.50 per share (as adjusted for stock splits, stock dividends, combinations, reorganizations and recapitalizations) for twenty (20) out of any thirty (30) consecutive Trading Days during the Earnout Period, the Purchaser shall issue to each of the Ocean Biomedical’s stockholder such stockholder’s Pro Rata Share of 7,000,000 shares of New Ocean Biomedical common stock and the Sponsor shall be issued 1,000,000 shares of New Ocean Biomedical common stock (the “Second Earnout Share Payment”).

(iii) In the event that the VWAP of the New Ocean Biomedical common stock equals or exceeds $20.00 per share (as adjusted for stock splits, stock dividends, combinations, reorganizations and recapitalizations) for twenty (20) out of any thirty (30) consecutive Trading Days during the Earnout Period, the Purchaser shall issue to each of Ocean Biomedical’s stockholder such stockholder’s Pro Rata Share of 7,000,000 shares of New Ocean Biomedical common stock and the Sponsor shall be issued 1,000,000 of New Ocean Biomedical common stock shares (the “Third Earnout Share Payment”, and together with the First Earnout Share Payment and the Second Earnout Share Payment, the “Earnout Share Payments”).

(9) Assumes the purchase of the maximum number of shares of AHAC Class A common stock under the terms of the Vellar Backstop Agreement. The agreement provides for the purchase of up to 4,000,000 shares but is not to exceed 9.9% of ownership.

(10) Sponsor will be entitled to receive from AHAC at Closing, as part of obtaining two (2) three-month extensions beyond the September 17, 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 two 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.

(11) 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 $8.07 per share and 102,342 shares of New Ocean Biomedical common stock at an exercise price of $3.47 per share, or a total of 614,055 warrants.

See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

How much consideration will Ocean Biomedical Stockholders receive in connection with the Business Combination?

As consideration for the Merger, the holders of Ocean Biomedical securities collectively shall be entitled to receive from AHAC, in the aggregate, a number of shares of AHAC Class A common stock (with a per-share value of $10.00) with an aggregate value equal to (the “Merger Consideration”) (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 the company 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 Class A common stock 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 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 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 shall be entitled to receive an additional 7,000,000 shares of New Ocean Biomedical common stock. In addition, for each Earnout Payment, 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.”

What conditions must be satisfied to complete the Business Combination?

Unless waived by the applicable party or parties to the Business Combination Agreement, and subject to applicable law, the completion of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement, including, among others, with respect to the obligations of all of the parties to the Business Combination Agreement:

	●	the approval by the stockholders of each of Ocean Biomedical and AHAC;

	●	approvals of any required governmental authorities;

	●	receipt of specified third-party consents;

	●	no law or order preventing the transactions;

	●	no material uncured breach by the other party;

	●	after giving effect to the redemption, AHAC shall have at least $5,000,001 of net tangible assets as required by its charter (this condition is not waivable);

	●	the members of the post-Closing AHAC board shall have been elected or appointed as of the Closing;

	●	the registration statement required by the Merger Agreement shall have been declared effective by the SEC and shall remain effective as of the Closing, and no stop order or similar order shall be in effect with respect to the registration statement. The parties have determined not to file the registration statement and so have waived this condition;

	●	the shares of New Ocean Biomedical common stock issued as Merger Consideration shall have been approved for listing on Nasdaq, subject to official notice of issuance (this condition is not waivable).

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; and (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.

For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal — Conditions to the Closing.”

Why is AHAC providing stockholders with the opportunity to vote on the Business Combination?

Under its Charter, AHAC must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of AHAC’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, AHAC has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, AHAC is seeking to obtain the approval of its stockholders of the Business Combination in order to allow its Public Stockholders to effectuate redemptions of their Public Shares in connection with the Closing of the Business Combination.

Are there any arrangements to help ensure that the Company will have sufficient funds, together with the proceeds in its Trust Account, to fund the Minimum Cash Consideration?

Yes. AHAC has entered into the Vellar Backstop Agreement pursuant to which Vellar intends to purchase up to 4,000,000 shares each of AHAC Class A common stock (which, assuming all such shares are purchased, approximately, would be valued at up to $40,000,000) through a broker in the open market after AHAC’s redemption deadline but before the closing of the Business Combination Agreement. These shares may be purchased from holders that previously elected to redeem their AHAC Class A common stock pursuant to the redemption rights in the AHAC Charter. Under the Vellar Backstop Agreements, the redemption rights in respect of the shares purchased thereunder have been waived. Other than the agreement in the Vellar Backstop Agreement prohibiting Vellar from voting shares acquired by them in favor of the Business Combination, AHAC has not entered into a separate voting agreement in respect of the shares to be purchased under the Vellar Backstop Agreement. The Vellar Backstop Agreement is intended to provide additional assurance to preserve the public “float” and AHAC’s liquidity.

How many votes do I have at the Special Meeting?

AHAC stockholders are entitled to one vote at the Special Meeting for each share of AHAC Common Stock held of record as of January 11, 2023, the record date for the Special Meeting (the “Record Date”). As of the close of business on the Record Date, there were 13,225,000 outstanding shares of AHAC Common Stock.

What vote is required to approve the Proposals presented at the Special Meeting?

The approval of the Business Combination and the Charter Amendment Proposal require the affirmative vote of a majority of the issued and outstanding AHAC Common Stock as of the Record Date (except that with respect to the Share Increase Amendment that is part of the Charter Amendment Proposal AHAC’s Class A and Class B stockholders will vote separately and, as such, a majority in voting power of each such class must vote in favor of the Share Increase Amendment). Accordingly, an AHAC stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination and the Charter Amendment Proposal.

The approval of the Nasdaq Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal each require the affirmative vote of the holders of a majority of the shares of AHAC Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Under AHAC’s charter, the election of directors under the Election of Directors Proposal requires a plurality vote of the Class A and Class B shares present in person (which would include presence at a virtual meeting) or represented by proxy and entitled to vote at the Stockholders Meeting, voting as a single class. This means that a director nominee will be elected if such director receives more affirmative votes than any other nominee for the same position.

An AHAC stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of AHAC Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Proposals.

If the Business Combination is not approved, the Charter Amendment Proposal, Nasdaq Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal will not be presented to AHAC’s stockholders for a vote. The approval of the Business Combination, the Nasdaq Proposal, the Charter Amendment Proposal, the Incentive Plan Proposal, the Adoption of the Company Employee Stock Purchase Plan Proposal and Election of Directors Proposal are preconditions to the consummation of the Business Combination.

May AHAC, the Sponsor or AHAC’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

In connection with the stockholder vote to approve the Business Combination, the Sponsor, directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of AHAC’s Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of AHAC shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by AHAC. In the event that the Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are equal to or below the per-share pro rata portion of the Trust Account, no such shares would be voted in favor of the Business Combination, and no exercise of redemption rights would be made by the purchasers with respect to such shares.

What constitutes a quorum at the Special Meeting?

Holders of a majority in voting power of AHAC common stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum (except that, with respect to the Share Increase Amendment that is part of the Charter Amendment Proposal, because AHAC’s Class A and Class B stockholders will vote separately, a quorum of each such class will only be constituted if holders of a majority in voting power of each such class attend the Special Meeting, directly, by proxy or otherwise). In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the Record Date, 6,625,725 shares of AHAC common stock would be required to achieve a quorum.

How will AHAC’s Sponsor, directors and officers vote?

The Sponsor, as AHAC’s initial stockholder, has agreed to vote its Founders Shares (as well as any Public Shares purchased during or after the IPO) in favor of the Business Combination. Accordingly, if AHAC seeks stockholder approval of the Business Combination, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor agreed to vote their Founder Shares in accordance with the majority of the votes cast by AHAC’s Public Stockholders.

What interests do AHAC’s current officers and directors have in the Business Combination?

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. These interests include:

	●	unless AHAC consummates a business combination, AHAC’s officers, directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

	●	as a condition to the IPO, all of the Founders Shares are subject to a lock-up and would be released only if specified conditions were met. In particular, subject to certain limited exceptions, all Founders Shares would be subject to a lock up until the earlier of (A) one year after the completion of AHAC’s Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per unit (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) the date on which AHAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property;

	●	the Private Placement Warrants purchased by the Sponsor will be worthless if a business combination is not consummated;

	●	the Sponsor has agreed that the Private Placement Warrants and the underlying securities will not be sold or transferred by it until after AHAC has completed a business combination, subject to limited exceptions;

	●	the fact that the Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, and that in the case the Business Combination is not consummated AHAC would liquidate rendering such Founder Shares worthless;

	●	the Sponsor paid an aggregate of $5,436,000 for their shares of Class B common stock and their Private Placement Warrants. Effectively, the Sponsor has paid $2.07 per share of Class B common stock, and, in addition, has the right to acquire 5,411,000 shares of common stock at a price of $11.50 per share. Thus, if the price of the stock falls significantly from the initial public offering price of $10.00 per share of common stock, our Sponsor will still receive a positive rate of return and have the ability to receive additional returns if our price rises above $11.50 per share;

	●	the Sponsor has made additional advances (in the form of a loan) of $2,100,000 to fund a two extensions of the period of time available to AHAC to consummate an initial business combination. Such advances are payable only upon the completion of the initial business combination;

	●	the fact that the Sponsor has agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve a proposed business combination;

	●	the anticipated continuation of two of our existing directors, Messrs. Ajjarapu and Peterson, as directors of New Ocean Biomedical;

	●	the continued indemnification of our existing directors and officers prior to the Business Combination and the continuation of our directors’ and officers’ liability insurance after the Business Combination;

	●	that pursuant to the IPO Registration Rights Agreement, the AHAC Restricted Stockholders are entitled to registration of the shares of Class A common stock into which the Founder Shares will automatically convert at the time of the consummation of the Business Combination;

	●	the fact that our Sponsor is entitled to receive reimbursement of $10,000 per month under an administrative support agreement for office space, secretarial and administrative support provided to the Company), for which, as of the date hereof, our Sponsor has already been paid $145,000;

	●	if AHAC does not complete a business combination by March 16, 2023, the proceeds from the sale of the Private Placement Warrants will be included in the liquidating distribution to AHAC’s Public Stockholders and the Private Placement Warrants will expire worthless; and

	●	the Sponsor will receive 1,365,000 shares of New Ocean Biomedical common stock in consideration for the extension loans only upon the completion of the Business Combination

	●	if the Trust Account is liquidated, including in the event AHAC is unable to complete a business combination within the required time period, the Sponsor has agreed to indemnify AHAC to ensure that the proceeds in the Trust Account are not reduced below $10.30 per Public Share by the claims of prospective target businesses with which AHAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to AHAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

These interests may influence AHAC’s directors and executive officers (including Mr. Ajjarapu) in making their recommendation that you vote in favor of the approval of the Business Combination. See the following risk factor for more information about this: “In the event AHAC does not complete an initial business combination, the Sponsor would lose all of its capital invested, and thus may be willing to undertake a business combination that might not be favorable to the Public Stockholders.”

What happens if I sell my shares of Class A common stock before the Special Meeting?

The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Class A common stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Class A common stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

What happens if I vote against the Business Combination Proposal?

Pursuant to the AHAC Charter, if the Business Combination Proposal is not approved and AHAC does not otherwise consummate an alternative business combination by March 16, 2022, AHAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the Public Stockholders.

Do I have redemption rights?

Pursuant to the AHAC Charter, 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 AHAC’s Charter. As of September 30, 2022, based on funds in the Trust Account of approximately $108.5 million, this would have amounted to approximately $10.34 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of AHAC Common Stock for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to AHAC’s Transfer Agent prior to the Special Meeting. See the section entitled “Special Meeting in Lieu of the 2022 Annual Meeting of Company Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your shares of AHAC common stock “FOR” or “AGAINST” the Business Combination Proposal or abstain from a vote on the Business Combination Proposal or any other Proposal described by this proxy statement. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

How do I exercise my redemption rights?

In connection with the Business Combination, holders of Public Shares may seek to redeem their Public Shares regardless of whether such public stockholder votes “FOR” or “AGAINST” the Business Combination Proposal.

To exercise your redemption rights, you must demand that the Company redeem your Public Shares. In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30 Floor, New York, New York 10004-1561, Attn: Mark Zimkind, at least two (2) business days prior to the Special Meeting or deliver your shares to Continental electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares.

Certificates that have not been tendered in accordance with these procedures at least two (2) business days prior to the Special Meeting will not be redeemed for cash. In the event that a public stockholder tenders its shares and decides that it does not want to redeem its Public Shares, such stockholder may withdraw the tender. If you delivered your Public Shares for redemption to Continental and decide prior to the Special Meeting not to redeem your Public Shares, you may request that Continental return the shares (physically or electronically). You may make such request by contacting Continental at the address listed below:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30 Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the shares of AHAC Common Stock included in the Units sold in the IPO, which we refer to as the “15% threshold.” Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is AHAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, AHAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with AHAC’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to AHAC’s Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that AHAC’s Transfer Agent return the shares (physically or electronically). You may make such request by contacting AHAC’s Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?” below.

What are the federal income tax consequences of exercising my redemption rights?

AHAC stockholders who exercise their redemption rights to receive cash in exchange for their shares of Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution to a redeeming stockholder for U.S. federal income tax purposes if the redemption does not effect a sufficient reduction (as determined under applicable federal income tax law) in the redeeming stockholder’s percentage ownership in us (whether such ownership is direct or through the application of certain attribution and constructive ownership rules). Any amounts treated as such a distribution will constitute a dividend to the extent not in excess of our current and accumulated earnings and profits as measured for U.S. federal income tax purposes. Any amounts treated as a distribution and that are in excess of our current and accumulated earnings and profits will reduce the redeeming stockholder’s basis in his or her redeemed shares of our Common Stock, and any remaining amount will be treated as gain realized on the sale or other disposition of our Common Stock. These tax consequences are described in more detail in the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal — Certain Material U.S. Federal Income Tax Considerations of the Redemption.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

If I am a holder of Warrants, can I exercise redemption rights with respect to my Warrants?

No. The holders of Warrants have no redemption rights with respect to such Warrants.

If I am a Unit holder, can I exercise redemption rights with respect to my Units?

No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, AHAC’s Transfer Agent, with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, AHAC’s Transfer Agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (“DWAC”) system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares, and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Do I have appraisal rights if I object to the proposed Business Combination?

No. There are no appraisal rights available to holders of AHAC Common Stock in connection with the Business Combination.

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

	●	AHAC stockholders who properly exercise their redemption rights;

	●	$3,150,000 payable to EF Hutton for deferred underwriting commissions from the IPO;

	●	certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by AHAC or Ocean Biomedical in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement;

	●	any loans owed by AHAC to its Sponsor for any AHAC transaction expenses, extension costs or other administrative expenses incurred by AHAC; and

	●	for general corporate purposes including, but not limited to, working capital for operations.

What happens if the Business Combination is not consummated?

There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal — Conditions to the Closing” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, AHAC is unable to complete the Business Combination or another initial business combination transaction by March 16, 2023, AHAC’s Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay franchise and income taxes payable, by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of AHAC’s remaining stockholders and the AHAC Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the Delaware General Corporation Law (“DGCL”) to provide for claims of creditors and other requirements of applicable law.

AHAC expects that the amount of any distribution its Public Stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to AHAC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founders Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to AHAC’s outstanding Public Warrants. Accordingly, the Public Warrants will expire worthless.

When is the Business Combination expected to be completed?

The Closing is expected to take place (a) the second business day following the satisfaction or waiver of the conditions described below under the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal —Conditions to the Closing” or (b) such other date as agreed to by the parties to the Business Combination Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Business Combination Agreement may be terminated by either AHAC or Ocean Biomedical if the Closing has not occurred by March 16, 2023, subject to certain exceptions. For a description of the conditions to the completion of the Business Combination, see the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal – Conditions to the Closing.”

What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I vote?

If you were a holder of record of AHAC common stock on January 11, 2023, the Record Date, you may vote with respect to the Proposals virtually at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.

What will happen if I abstain from voting or fail to vote at the Special Meeting?

At the Special Meeting, AHAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendment Proposal. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals. Additionally, if you abstain from voting or fail to vote at the Special Meeting, you will not be able to exercise your redemption rights (as described above).

What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by AHAC without an indication of how the stockholder intends to vote on a Proposal will be voted “FOR” each Proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting. If you fail to indicate how you vote, you will not be able to exercise your redemption rights.

If I am not going to attend the Special Meeting, should I return my proxy card instead?

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. AHAC believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to AHAC’s secretary at the address listed below so that it is received by AHAC’s secretary prior to the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to AHAC’s secretary, which must be received by AHAC’s secretary prior to the Special Meeting.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Who will solicit and pay the cost of soliciting proxies?

AHAC will pay the cost of soliciting proxies for the Special Meeting. AHAC has engaged Alliance Advisors, LLC (“Alliance”) to assist in the solicitation of proxies for the Special Meeting. AHAC has agreed to pay Alliance its customary fee, plus disbursements. AHAC will reimburse Alliance for reasonable out-of-pocket expenses and will indemnify Alliance and its affiliates against certain claims, liabilities, losses, damages and expenses. AHAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of AHAC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of AHAC’s Common Stock and in obtaining voting instructions from those owners. AHAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Aesther Healthcare Acquisition Corp.

515 Madison Avenue, Suite 8078

New York, New York 10022

Attn: Suren Ajjarapu

Telephone No.: (646) 908-2658

You may also contact our proxy solicitor at:

Alliance Advisors, LLC.

200 Broadacres Drive, Suite 300

Bloomfield, NJ 07003

Toll Free: 877-777-6017

Email: AEHA@allianceadvisors.com

To obtain timely delivery, AHAC stockholders must request the materials no later than 15 business days prior to the Special Meeting.

You may also obtain additional information about AHAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to AHAC’s Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30 Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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

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:

	●	Each party is subject to a “no-shop” obligation between signing of the Business Combination Agreement and Closing and will not be allowed to solicit or discuss competing transactions with other potential parties during such time period.

	●	The AHAC board of directors after the Closing will consist of eleven (11) directors, including (i) eight (8) persons designated prior to the Closing by Ocean Biomedical, at least four (4) of whom will be independent; (ii) two (2) persons designated prior to the Closing by AHAC; and (iii) one (1) person designated prior to the Closing by mutual agreement of Ocean Biomedical and AHAC who shall be independent.

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:

	●	the approval by the stockholders of each of Ocean Biomedical and AHAC (this condition is not waivable);

	●	approvals of any required governmental authorities (this condition is not waivable);

	●	receipt of specified third-party consents;

	●	no law or order preventing the transactions (this condition is not waivable);

	●	no material uncured breach by the other party;

	●	after giving effect to the redemption, AHAC shall have at least $5,000,001 of net tangible assets as required by its charter (this condition is not waivable);

	●	the members of the post-Closing AHAC board shall have been elected or appointed as of the Closing;

	●	the registration statement required by the Merger Agreement shall have been declared effective by the SEC and shall remain effective as of the Closing, and no stop order or similar order shall be in effect with respect to the registration statement. The parties have determined not to file the registration statement and so have waived this condition; and

	●	the shares of New Ocean Biomedical common stock issued as Merger Consideration shall have been approved for listing on Nasdaq, subject to official notice of issuance (this condition is not waivable).

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:

	●	by mutual agreement;

	●	for the other party’s uncured breach;

	●	if there is a government order preventing the Closing;

	●	by either party if the Closing does not occur by March 16, 2023;

	●	by AHAC if there has been an event after the signing of the Business Combination Agreement that has had a Material Adverse Effect on Ocean Biomedical that is continuing and uncured;

	●	by AHAC or Ocean Biomedical if the AHAC stockholders vote and do not approve the transactions contemplated by the Business Combination Agreement; and

	●	by Ocean Biomedical if the AHAC board withdraws or changes its approval or recommendation to the AHAC stockholders in any matter that is adverse to Ocean Biomedical.

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.

Name	Age	Position
*Executive Officers:*
Elizabeth Ng, MBA	66	Chief Executive Officer and Director
Gurinder Kalra, MBA	57	Chief Financial Officer
Inderjote Kathuria, M.D.	56	Chief Strategy Officer
Daniel Behr, MBA	64	Executive Vice President and Head of External Innovation and Academic Partnerships
Robert Sweeney	57	Chief Accounting Officer
Employee Director:
Dr. Chirinjeev Kathuria, M.D.	58	Founder, Executive Chairman, Director
*Non-Employee Directors:*
Jonathan Kurtis, M.D., Ph.D.	55	Director
Dr. Jack A. Elias, M.D.	71	Director
Martin D. Angle⁽¹⁾⁽²⁾	72	Director
Michelle Berrey, M.D., MPH^(1)(2)(3)	56	Director
William Owens⁽¹⁾⁽³⁾	72	Director
Jerome Ringo⁽²⁾⁽³⁾	67	Director
Suren Ajjarapu	52	Director
Michael Peterson	60	Director

(1)	Member of the audit committee.
(2)	Member of the compensation committee.
(3)	Member of the nominating and corporate governance committee.

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:

	●	unless AHAC consummates a business combination, AHAC’s officers, directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

	●	as a condition to the IPO, all of the Founders Shares are subject to a lock-up and would be released only if specified conditions were met. In particular, subject to certain limited exceptions, all Founders Shares would be subject to a lock up until the earlier of (A) one year after the completion of AHAC’s Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per unit (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) the date on which AHAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property;

	●	the Private Placement Warrants purchased by the Sponsor will be worthless if a business combination is not consummated;

	●	the Sponsor has agreed that the Private Placement Warrants and the underlying securities will not be sold or transferred by it until after AHAC has completed a business combination, subject to limited exceptions;

	●	the fact that the Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination, and that in the case the Business Combination is not consummated AHAC would liquidate rendering such Founder Shares worthless;

	●	the Sponsor paid an aggregate of $5,436,000 for their shares of Class B common stock and their Private Placement Warrants. Effectively, the Sponsor has paid $2.07 per share of Class B common stock, and, in addition, has the right to acquire 5,411,000 shares of common stock at a price of $11.50 per share. Thus, if the price of the stock falls significantly from the initial public offering price of $10.00 per share of common stock, our Sponsor will still receive a positive rate of return and have the ability to receive additional returns if our price rises above $11.50 per share;

	●	the Sponsor has made additional advances (in the form of a loan) of $2,100,000 to fund a two extensions of the period of time available to AHAC to consummate an initial business combination. Such advances are payable only upon the completion of the initial business combination;

	●	the fact that the Sponsor has agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve a proposed business combination;

	●	the anticipated continuation of two of our existing directors, Messrs. Ajjarapu and Peterson, as directors of New Ocean Biomedical;

	●	the fact that our Sponsor is entitled to receive reimbursement of $10,000 per month under an administrative support agreement for office space, secretarial and administrative support provided to the Company), for which, as of the date hereof, our Sponsor has already been paid $145,000;

	●	the continued indemnification of our existing directors and officers prior to the Business Combination and the continuation of our directors’ and officers’ liability insurance after the Business Combination;

	●	that pursuant to the IPO Registration Rights Agreement, the AHAC Restricted Stockholders are entitled to registration of the shares of Class A common stock into which the Founder Shares will automatically convert at the time of the consummation of the Business Combination;

	●	if AHAC does not complete a business combination by March 16, 2023 the proceeds from the sale of the Private Placement Warrants will be included in the liquidating distribution to AHAC’s Public Stockholders and the Private Placement Warrants will expire worthless; and

	●	the Sponsor will receive 1,365,000 shares of New Ocean Biomedical common stock in consideration for the extension loans only upon the completion of the Business Combination

	●	if the Trust Account is liquidated, including in the event AHAC is unable to complete a business combination within the required time period, the Sponsor has agreed to indemnify AHAC to ensure that the proceeds in the Trust Account are not reduced below $10.30 per Public Share by the claims of prospective target businesses with which AHAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to AHAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

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

●

Ocean Biomedical has incurred significant net losses since its inception and will need to raise additional capital, which may not be available on acceptable terms, or at all. New Ocean Biomedical may be unable to raise sufficient capital, which could have a material adverse effect on its drug development programs and/or commercialization efforts.

Risks Related to New Ocean Biomedical’s Business Model

●

Ocean Biomedical uses a differentiated business model that relies on strategic alliances, joint ventures, collaborations or licensing arrangements with third parties. It may not be successful in efforts to develop sufficient pipeline conditions or receive sufficient returns using this business model.

Risks Related to FDA Compliance and Commercialization

	●	Preclinical and clinical development is a lengthy, complex, and expensive process with an uncertain outcome and results of earlier studies and trials may not be predictive of future preclinical studies or clinical trial results.

	●	New Ocean Biomedical may incur additional costs or expensive delays in completing, or ultimately may be unable to complete, the development of any of its product candidates.

Operational Risks Related to Ocean Biomedical’s Business

●

Problems in Ocean Biomedical’s manufacturing process, failure to comply with manufacturing regulations or unexpected increases in its manufacturing costs could harm its business, results of operations and financial condition.

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

●

Ocean Biomedical’s underlying technology is unproven and may not result in marketable products.

Risks Related to Ocean Biomedical’s Operations and Industry

	●	Manufacturing of research and development, preclinical and clinical development materials may become interrupted or may not be of satisfactory quantity or quality.

	●	Ocean Biomedical’s results of operations could be materially harmed if we are unable to accurately forecast demand for our products and manage product inventory in an effective and efficient manner.

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

	●	If New Ocean Biomedical is unable to establish effective marketing and sales capabilities or enter into agreements with third parties to market and sell its pipeline indications, if they are approved, it may be unable to generate product revenues.

	●	Even if they are approved, New Ocean Biomedical’s products may not achieve broad market acceptance. Future potential sales of its existing product indications and its pipeline indications may suffer if they are not accepted in the marketplace by physicians, patients and the medical community.

	●	Failure to obtain marketing approval in international jurisdictions would prevent New Ocean Biomedical’s pipeline indications from being marketed outside of the United States. If New Ocean Biomedical obtains approval to commercialize its pipeline indications abroad, a variety of risks associated with international operations could materially adversely affect its business.

Risks Related to our Dependence on Third Parties

●

New Ocean Biomedical intends to continue to outsource nearly all of its discovery, clinical development and manufacturing functions to third-party providers or consultants.

Risks Related to Intellectual Property

	●	New Ocean Biomedical’s success depends in part on its ability to protect its intellectual property. It is difficult and costly to protect its proprietary rights and technology, and it may not be able to insure such protection.

	●	If New Ocean Biomedical is unable to protect the confidentiality of its trade secrets, its business and competitive position would be harmed.

Risks Related to Legal and Compliance Matters

●

If New Ocean Biomedical fails to comply with federal and state healthcare laws, including fraud and abuse and health and other information privacy and security laws, it could face substantial penalties and its business, financial condition, results of operations, and prospects could be adversely affected.

●

If product liability lawsuits are brought against New Ocean Biomedical, it may incur substantial financial or other liabilities and may be required to limit commercialization of its product candidates.

General Risk Factors

●

The outbreak of the novel strain of coronavirus, SARS-CoV-2, which causes COVID-19, could adversely impact New Ocean Biomedical’s business, including its preclinical studies and clinical trials.

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

	●	New Ocean Biomedical will incur increased costs as a result of operating as a public company, and its management will devote substantial time to compliance with its public company responsibilities and corporate governance practices.

	●	If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about New Ocean Biomedical, its business or its market, or if they change their recommendations regarding New Ocean Biomedical’s securities adversely, the price and trading volume of New Ocean Biomedical’s securities could decline.

	●	There can be no assurance that New Ocean Biomedical common stock that will be issued in connection with the Business Combination will be approved for listing on Nasdaq or, if approved, will continue to be so listed following the closing of the Business Combination, or that we will be able to comply with the continued listing standards of Nasdaq. New Ocean Biomedical’s failure to meet the continued listing requirements of Nasdaq could result in a delisting of its Securities.

	●	The market price of New Ocean Biomedical common stock may decline as a result of the Business Combination or other market factors.

Risks Related to AHAC and the Business Combination

	●	Subsequent to the consummation of the Business Combination, New Ocean Biomedical may be required to take write-downs or write-offs, or New Ocean Biomedical may be subject to restructuring, impairment or other charges that could have a significant negative effect on New Ocean Biomedical’s financial condition, results of operations and the price of New Ocean Biomedical’s securities, which could cause you to lose some or all of your investment.

	●	AHAC may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

	●	The Sponsor or AHAC’s directors, executive officers or advisors or their respective affiliates may elect to purchase shares from Public Stockholders, which may influence the vote on the Business Combination and reduce the public “float” of AHAC Common Stock.

	●	The nominal purchase price paid by the Sponsor for the Founder Shares may significantly dilute the implied value of the Public Shares in the event AHAC completes an initial business combination. In addition, the value of the Sponsor’s Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares in the event AHAC completes an initial business combination, even if the business combination causes the trading price of New Ocean Biomedical’s common stock to materially decline.

	●	AHAC’s Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement.

	●	There are risks to AHAC’s stockholders who are not affiliates of the Sponsor of becoming stockholders of New Ocean Biomedical through the Business Combination rather than acquiring securities of Ocean Biomedical directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

	●	Certain of AHAC’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by AHAC and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

	●	AHAC stockholders who do not redeem their shares of AHAC Common Stock will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

	●	AHAC’s stockholders may be held liable for claims by third parties against AHAC to the extent of distributions received by them.

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.

Aesther Healthcare Acquisition Corp.

STATEMENTS OF OPERATIONS

(in thousands, except share price and per share amounts)

	For Nine months ended September 30, 2022			For the period From June 17, 2021 (Inception) Through December 31, 2021
Formation and operating costs	$	1,867		$	567
Total operating loss		(1,867	)		(567	)
Other Income:
Interest, net		499			2
Net income (loss)	$	(1,368	)	$	(565	)

Basic and diluted weighted average shares outstanding, Class A common stock		10,600,000			5,649,746

Class A common stock - basic and diluted net loss per share	$	(0.13	)	$	(0.10	)

Basic and diluted weighted average shares outstanding, Class B common stock		2,625,000			2,451,777

Class B common stock - basic and diluted net loss per share	$	(0.52	)	$	(0.23	)

BALANCE SHEET

(in thousands)

	As of September 30, 2022			As of December 31, 2021
Total assets	$	109,129		$	108,652
Total liabilities		5,241			3,396
Total commitments and contingencies		108,529			107,100
Total stockholders’ deficit		(4,641	)		(1,844	)

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.

	Nine Months Ended						For the Year Ended
Income Statement Data:	September 30, 2022			September 30, 2021			December 31, 2021			December 31, 2020
Revenue	$	-		$	-		$	-		$	-
Operating expenses		15,183			54,167			62,345			1,652
Other expense		(1,193	)		(1	)		1			(1	)
Net loss	$	(16,376	)	$	(54,166	)	$	(62,344	)	$	(1,653	)

	As of
Balance Sheet Data:	September 30, 2022			December 31, 2021			December 31, 2020
Total current assets	$	1,134		$	79		$	386
Total assets		1,134			79			386
Total liabilities		10,970			6,741			2,271
Parent-entity net investment		(9,836	)		(6,662	)		(1,885	)

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.

	Pro Forma Combined
($ in thousands, except per share data)	Assuming No Redemptions			Assuming Maximum Redemptions
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Nine Months Ended September 30, 2022
Net Income (loss)	$	(18,243	)	$	(18,243	)
Net income (loss) per share, Class A Common Stock – basic and diluted	$	(0.47	)	$	(0.59	)
Weighted average shares outstanding of Class A Common Stock – basic and diluted		38,464,945			31,039,945
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of September 30, 2022
Total assets	$	81,514		$	128
Total liabilities	$	880		$	17,073
Total stockholders’ equity (deficit)	$	80,634		$	(16,945	)

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 merger of Merger Sub, the wholly owned subsidiary of AHAC, with and into Ocean Biomedical, with Ocean Biomedical as the surviving company;

	●	the redesignation of AHAC’s outstanding 10,600,000 Public Shares (7,975,000 Public Shares assuming low redemptions, 2,725,000 Public Shares assuming high redemptions, and 0 Shares assuming maximum redemptions) and 2,625,000 Founder Shares as New Ocean Biomedical common stock;

	●	the issuance of shares of New Ocean Biomedical common stock as follows: 23,874,945 shares to the stockholders of Ocean Biomedical;

	●	the exchange of outstanding warrants exercisable for 450,000 shares of Ocean Biomedical common stock held by Second Street Capital, LLC for warrants exercisable for 614,055 shares of New Ocean Biomedical common stock;

	●	the execution of the Vellar Backstop Agreement, pursuant to which 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 pursuant to AHAC’s redemption offer and subsequently revoke their elections; and

	●	the Sponsor will receive 1,365,000 shares of New Ocean Biomedical common stock in consideration for the extension loans upon the completion of the Business Combination

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:

●	Ocean Biomedical’s existing stockholders will have more than 64.4% of the voting interest of New Ocean Biomedical under both the no redemption and maximum redemption scenarios;

●	Ocean Biomedical’s senior management will comprise the senior management of New Ocean Biomedical;

●	the directors nominated by Ocean Biomedical will represent the majority of the board of directors of New Ocean Biomedical;

●	Ocean Biomedical’s operations will comprise the ongoing operations of New Ocean Biomedical; and

●	New Ocean Biomedical will assume Ocean Biomedical’s name.

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:

	Scenarios
	1					2					3					4					5					6					7
	No		%			Low		%			High		%			Maximum		%			Low		%			High		%			Maximum		%
Issued and Outstanding Share Basis	Redemption (1)		Owned			Redemption (2)		Owned			Redemption (3)		Owned			Redemption (4)		Owned			Redemption (5)		Owned			Redemption (6)		Owned			Redemption (7)		Owned
Aesther public shares		10,600,000		27.6	%		7,975,000		20.7	%		2,725,000		8.0	%		100,000		0.3	%		7,975,000		22.3	%		2,725,000		8.9	%		-		-	%
Aesther Founder Shares		2,625,000		6.8	%		2,625,000		6.9	%		2,625,000		7.8	%		2,625,000		8.5	%		2,625,000		7.3	%		2,625,000		8.6	%		2,625,000		9.4	%
Ocean shareholders (12)		23,874,945		62.1	%		23,874,945		62.1	%		23,874,945		70.3	%		23,874,945		76.9	%		23,874,945		66.6	%		23,874,945		78.0	%		23,874,945		85.7	%
Vellar Opportunity Fund SPV LLC		-		-	%		2,625,000		6.8	%		3,375,000		9.9	%		3,075,000		9.9	%		-		-	%		-		-	%		-		-	%
Extension Shares (11)		1,365,000		3.5	%		1,365,000		3.5	%		1,365,000		4.0	%		1,365,000		4.4	%		1,365,000		3.8	%		1,365,000		4.5	%		1,365,000		4.9	%
Pro Forma common stock at September 30, 2022		38,464,945		100	%		38,464,945		100	%		33,964,945		100	%		31,039,945		100	%		35,839,945		100	%		30,589,945		100	%		27,864,945		100	%

Potential sources of dilution:
Public Warrants (8)		5,250,000		13.6	%		5,250,000		13.6	%		5,250,000		15.5	%		5,250,000		16.9	%		5,250,000		14.6	%		5,250,000		17.2	%		5,250,000		18.8	%
Private Warrants (9)		5,411,000		14.1	%		5,411,000		14.1	%		5,411,000		15.9	%		5,411,000		17.4	%		5,411,000		15.1	%		5,411,000		17.7	%		5,411,000		19.4	%
Ocean Warrants (10)		614,055		1.6	%		614,055		1.6	%		614,055		1.8	%		614,055		2.0	%		614,055		1.7	%		614,055		2.0	%		614,055		2.2	%

(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:

	Scenarios (in thousands)
	1		2			3			4			5			6			7
Total Assets	$	81,514	$	54,119		$	11,330		$	128		$	54,119		$	11,330		$	128
Total Liabilities		880		7,443			9,318			24,761			880			880			17,073
Net Tangible Assets (Assets less Liabilities)	$	80,634	$	46,677		$	2,012		$	(24,633	)	$	53,239		$	10,450			(16,945	)
Greater than $5,000,001		YES		YES			NO			NO			YES			YES			NO

Cash and Cash Equivalents	$	81,386	$	53,991		$	11,202		$	-		$	53,991		$	11,202		$	-
Minimum Cash Condition $50,000,000		YES		YES			NO			NO			YES			NO			NO

Vellar Backstop Agreement Shares Purchased		None		Maximum			Maximum			Maximum			10	%		10	%		10	%
Redemptions		None		25	%		75	%		100	%		25	%		75	%		100	%

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.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2022

(In thousands)

			Scenario 1					Scenario 2					Scenario 3					Scenario 4
			Assuming No Redemptions into Cash					Assuming Low Redemptions into Cash					Assuming High Redemptions into Cash					Assuming Maximum Redemptions into Cash
								Shares Purchased under Vellar Backstop Agreement					Shares Purchased under Vellar Backstop Agreement					Shares Purchased under Vellar Backstop Agreement
			Pro Forma					Pro Forma					Pro Forma					Pro Forma
	(A) OCEA	(B) AHEA		Adjustments			Balance Sheet		Adjustments			Balance Sheet		Adjustments			Balance Sheet		Adjustments			Balance Sheet
Assets
Current assets:
Cash and cash equivalents	116	472		109,579		(1)			82,184		(1)			27,395		(1)			-		(1)
				(3,492	)	(2)			(3,492	)	(2)			(3,492	)	(2)			(3,492	)	(2)
				(23,189	)	(5)			(23,189	)	(5)			(11,189	)	(5)			(11,189	)	(5)
				-		(6)			-		(6)			-		(6)			16,193		(6)
				(2,100	)	(7)	81,386		(2,100	)	(7)	53,991		(2,100	)	(7)	11,202		(2,100	)	(7)	-
Deferred Acquisition Costs	1,018	-		(1,018	)	(2)	-		(1,018	)	(2)	-		(1,018	)	(2)	-		(1,018	)	(2)	-
Prepaid expenses and other assets	-	128		-			128		-			128		-			128		-			128
Total current assets	1,134	600		79,780			81,514		52,385			54,119		9,596			11,330		(1,606	)		128

Cash held in trust	-	108,529		(109,579	)	(1)			(109,579	)	(1)			(109,579	)	(1)			(109,579	)	(1)
				1,050		(7)	-		1,050		(7)	-		1,050		(7)	-		1,050		(7)	-
Total assets	1,134	109,129		(28,749	)		81,514		(56,144	)		54,119		(98,933	)		11,330		(110,135	)		128

Liabilities, and stockholders’ equity
Current liabilities:
Accounts payable	9,999	181		(9,900	)	(5)			(9,900	)	(5)			(9,900	)	(5)			(9,900	)	(5)
				-		(6)	280		-		(6)	280		-		(6)	280		16,193		(6)	16,473
Accrued expenses and other current liabilities	182	860		(342	)	(2)			(342	)	(2)			(342	)	(2)			(342	)	(2)
				(100	)	(5)	600		(100	)	(5)	600		(100	)	(5)	600		(100	)	(5)	600
Short term loans	789	1,050		(789	)	(5)			(789	)	(5)			(789	)	(5)			(789	)	(5)
				1,050		(7)			1,050		(7)			1,050		(7)			1,050		(7)
				(2,100	)	(7)	-		(2,100	)	(7)	-		(2,100	)	(7)	-		(2,100	)	(7)	-
Total current liabilities	10,970	2,091		(12,181	)		880		(12,181	)		880		(12,181	)		880		4,012			17,073

Deferred underwriting commissions	-	3,150		(3,150	)	(2)	-		(3,150	)	(2)	-		(3,150	)	(2)	-		(3,150	)	(2)	-
Liability for Vellar Backstop Agreement	-	-		-		(1)	-		6,563		(1)	6,563		8,438		(1)	8,438		7,688		(1)	7,688
Total liabilities	10,970	5,241		(15,331	)		880		(8,769	)		7,443		(6,894	)		9,318		8,550			24,761

Commitments and contingencies
AHEA Class A common stock subject to possible redemption	-	108,529		(108,529		(1)	-		(108,529	)	(1)	-		(108,529	)	(1)	-		(108,529	)	(1)	-

Stockholders’ (deficit) equity
AHEA preferred stock	-	-		-
OCEA common stock	-	-		-
AHEA Class A common stock	-	-		4		(3	4		4		(3)	4		4		(3)	4		4		(3)	4