View:
United States securities and exchange commission logo
May 5, 2023
Elizabeth Ng
Chief Executive Officer
Ocean Biomedical, Inc.
55 Claverick St., Room 325
Providence, RI 02903
Re: Ocean Biomedical,
Inc.
Registration
Statement on Form S-1
Filed April 21,
2023
File No. 333-271392
Dear Elizabeth Ng:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed April 21, 2023
Cover Page
1. We refer to the second
paragraph of the cover page. Please revise to disclose the price
that the selling
securityholders paid for the common shares.
2. Disclose the exercise
prices of the warrants compared to the market price of the
underlying securities.
If the warrants are out of the money, please disclose the likelihood
that warrant holders
will not exercise their warrants. Provide similar disclosure in the
Prospectus Summary,
Risk Factors, MD&A and Use of Proceeds sections and disclose
that cash proceeds
associated with the exercises of the warrants are dependent on the stock
price. As applicable,
describe the impact on your liquidity and update the discussion on
the ability of your
company to fund your operations on a prospective basis with your
current cash on hand.
Elizabeth Ng
Ocean Biomedical, Inc.
May 5, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
173
3. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants in the
near term because
of the disparity between the exercise price of the warrants and the
current trading price of
the common stock, expand your discussion of capital resources to address
any changes in
the company s liquidity position since the business combination.
Discuss the effect that
this resale offering may have on the company s ability to raise
additional capital.
General
4. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares being registered for resale. Highlight any differences in the
current trading price,
the prices that the Sponsor and other selling shareholders acquired their
shares, and the
price that the public securityholders acquired their shares. Disclose
that while the Sponsor
and other selling shareholders may experience a positive rate of return
based on the
current trading price, the public securityholders may not experience a
similar rate of return
on the securities they purchased due to differences in the purchase
prices and the current
trading price. Please also disclose the potential profit the selling
securityholders will earn
based on the current trading price. Lastly, please include appropriate
risk factor disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Arzhang Navai at 202-551-4676 or Joe McCann at
202-551-6262 with any
other questions.
Sincerely,
FirstName LastNameElizabeth Ng
Division of
Corporation Finance
Comapany NameOcean Biomedical, Inc.
Office of Life
Sciences
May 5, 2023 Page 2
cc: Kate Bechen
FirstName LastName