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As filed with the U.S. Securities and Exchange Commission on July 11, 2022.
Registration No. 333-264993
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Amendment No. 1
to
Form
S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
LMF ACQUISITION OPPORTUNITIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
6770
 
85-3681132
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
1200 W. Platt St., Suite 100
Tampa, Florida 33606
Telephone: (813)
222-8996
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Bruce M. Rodgers
Chief Executive Officer
1200 W. Platt St., Suite 100
Tampa, Florida 33606
(813)
222-8996
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
 
 
Copies to:
Curt P. Creely, Esq.
Kevin M. Shuler, Esq.
Garrett F. Bishop, Esq.
Foley & Lardner LLP
100 North Tampa Street, Suite 2700
Tampa, Florida 33602
(813)
229-2300
 
Albert Lung, Esq.
Morgan, Lewis & Bockius LLP
1400 Page Mill Road
Palo Alto, California 94304
(650)
843-4000
 
 
 
Approximate date of commencement of proposed sale of the securities to the public
: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer      Accelerated filer  
       
Non-accelerated
filer
     Smaller reporting company  
       
         Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)  ☐
Exchange Act Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)  ☐
 
 
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine
.
 
 
 

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The information in the proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. The proxy statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY - SUBJECT TO COMPLETION, DATED JULY 11, 2022
PROPOSED MERGER
YOUR VOTE IS VERY IMPORTANT
Dear Stockholders:
You are cordially invited to attend the special meeting in lieu of the 2022 annual meeting of the stockholders (the “Meeting”) of LMF Acquisition Opportunities, Inc. (“LMAO”) to be held at [location] located at [address], at [●] [●].m. Eastern Time, on [●], 2022. LMAO is a Delaware blank check company established for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Holders of LMAO’s Common Stock will be asked to approve, among other things, the Agreement and Plan of Merger, dated as of April 21, 2022 (the “Merger Agreement”), by and among LMAO, LMF Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LMAO (“Merger Sub”) and SeaStar Medical, Inc., a Delaware corporation (“SeaStar Medical”), and the other related Proposals.
Upon the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into SeaStar Medical (the “Business Combination”) with SeaStar Medical surviving the merger as a wholly-owned subsidiary of LMAO. In addition, in connection with the consummation of the Business Combination, LMAO will be renamed “SeaStar Medical Holding Corporation.” LMAO has applied to continue listing its common stock and warrants on the Nasdaq Capital Market under the symbols “ICU” and “[ICUCW],” respectively, upon the closing of the Business Combination. The transactions contemplated under the Merger Agreement relating to the Business Combination are referred to in the proxy statement/prospectus as the “Business Combination” and the combined company after the Business Combination is referred to in the proxy statement/prospectus as the “Combined Company.”
Pursuant to the terms of the Merger Agreement, the following actions will be taken, and the following consideration will be paid, in connection with the Business Combination:
Convertible Notes
. Immediately prior to the Preferred Stock Conversion, each convertible note of SeaStar Medical shall be converted into shares of common stock, par value $0.001 per share, of SeaStar Medical (“SeaStar Medical Common Stock”) in accordance with the terms of such convertible notes (the “Convertible Note Conversion”).
Preferred Stock
. Immediately after the Convertible Note Conversion but immediately prior to the Effective Time, each issued and outstanding share of SeaStar Medical’s Series
A-1,
Series
A-2
and Series B convertible preferred stock, par value $0.001 (collectively, the “SeaStar Medical Preferred Stock”) shall be converted into shares of the SeaStar Medical Common Stock at the then-applicable conversion rates (the “Preferred Stock Conversion”).
Warrants
. Each SeaStar Medical warrant to purchase shares of SeaStar Medical Common Stock or SeaStar Medical Preferred Stock (“SeaStar Medical Warrant”) that is outstanding and unexercised immediately prior to the Effective Time and that would automatically be exercised or otherwise exchanged in full in accordance with its terms by virtue of the Business Combination, without any election or action by SeaStar Medical or the holder of the SeaStar Medical Warrant shall automatically be exercised or exchange in full for the applicable shares of SeaStar Medical Common Stock. Each SeaStar Medical Warrant that is outstanding and unexercised immediately prior to the Effective Time and that is not automatically exercised in full shall be converted into a warrant to purchase common stock, par value $0.0001 per share, of LMAO (the “Common Stock”), in accordance with its terms. From and after the Effective Time: (i) each SeaStar
Medical Warrant assumed by LMAO may be exercised solely for shares of Common Stock (rounded down to the nearest whole share); (ii) the number of shares of Common Stock subject to each SeaStar Medical Warrant assumed by LMAO will be determined by multiplying (A) the number of shares of SeaStar Medical

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Common Stock (as calculated on as converted to SeaStar Medical Common Stock basis) subject to such SeaStar Medical Warrant immediately prior to the Effective Time, by (B) the Exchange Ratio and (iii) such assumed warrant shall have an exercise price per share (which shall be rounded up to the nearest whole cent) equal to the exercise price per share of such SeaStar Medical Warrant immediately prior to the Effective Time divided by the Exchange Ratio. The Exchange Ratio is defined in the Merger Agreement to be the quotient of (1) (A) (i) $85,000,000
minus
any SeaStar Medical indebtedness
minus
any SeaStar Medical transaction expenses in excess of $800,000 (which the cap of $800,000 shall not apply to transaction bonuses payable to executives or the financial advisory fee payable to Maxim Group LLC by SeaStar Medical)
plus
(ii) the aggregate exercise price of unexercised SeaStar Medical Warrants and SeaStar Medical Options all divided by (B) Aggregate Fully Diluted Company Common Stock (as defined in the Merger Agreement), all divided by (2) $10.00.
Common Stock
. At the Effective Time, following the Convertible Note Conversion and Preferred Stock Conversion, each share of SeaStar Medical Common Stock (including shares of SeaStar Medical Common Stock outstanding as a result of the Convertible Note Conversion and Preferred Stock Conversion, but excluding shares the holders of which perfect rights of appraisal under Delaware law) will be converted into the right to receive such number of shares of Common Stock equal to the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement).
Stock Options
. At the Effective Time, each outstanding option to purchase shares of SeaStar Medical Common Stock (a “SeaStar Medical Option”), whether or not then vested and exercisable, will be assumed and converted into an option to purchase shares of Common Stock with the same terms and conditions as were applicable to such SeaStar Medical Option immediately prior to the Effective Time, except that each SeaStar Medical Option will relate to such number of Common Stock as is equal to the product of (i) the number of shares subject to such option prior to the Effective Time, multiplied by (ii) the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement), with the per share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.
Restricted Stock Units
. At the Effective Time, each award of restricted stock units based on SeaStar Medical Common Stock (a “SeaStar Medical Restricted Stock Unit Award”) that is outstanding immediately prior to the Effective Time will be converted into the right to receive restricted stock units based on Common Stock (each, an “Assumed Restricted Stock Unit Award”) with the same terms and conditions as were applicable to such SeaStar Medical Restricted Stock Unit Award immediately prior to the Effective Time, except that each Assumed Restricted Stock Unit Award will relate to such number of Common Stock as is equal to the product of (i) the number of shares of SeaStar Medical Common Stock subject to such SeaStar Medical Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement). For purposes of any SeaStar Medical Restricted Stock Unit Awards with a liquidity vesting condition, SeaStar Medical will be permitted to treat the occurrence of the Effective Time as an initial public offering under the terms of any such award for purposes of the vesting of such award.
It is anticipated that upon completion of the Business Combination, LMAO’s public stockholders (other than the shares issued to the Dow Employees’ Pension Plan Trust and Union Carbide Employees’ Pension Plan (collectively, “the Dow Pension Funds”) in connection with a commitment letter dated April 21, 2022) would retain an ownership interest of approximately 48.7% in the Combined Company, LMFAO Sponsor, LLC, LMAO’s sponsor and the sole holder of founder shares, will retain an ownership interest of approximately 12.1% of the Combined Company and the SeaStar Medical stockholders (which includes the minimum $5,000,000 worth of Class A Common Stock that will be issued to the Dow Pension Funds, an existing shareholder of SeaStar Medical, in connection with the commitment letter dated April 21, 2022 by the Dow Pension Funds to purchase such shares) will own approximately 39.2% of the Combined Company. Under the “maximum redemptions” scenario, LMAO’s public stockholders (other than the shares issued to the Dow Pension Funds in connection with the Dow Commitment Letter) would retain an ownership interest of approximately 8.6% in the Combined Company, the Sponsor, the sole holder of founder shares would retain an ownership interest of approximately 21.5% in the Combined Company and the SeaStar Medical stockholders (which includes the minimum $5,000,000 worth of Class A Common Stock that will be issued to Dow in connection with the Dow Commitment Letter as Dow is a current shareholder) would own approximately 69.9% of the outstanding Common Stock of the Combined

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Company. The ownership percentage with respect to the Combined Company (A) does not take into account (i) the redemption of any shares by the LMAO public stockholders, (ii) the issuance of any additional shares upon the closing of the Business Combination under the Incentive Plan or ESPP, and (iii) the withholding of shares of Common Stock to pay future exercises under the SeaStar Medical warrants and options assumed by LMAO or the settlement of SeaStar Medical restricted stock units assumed by LMAO and (B) assumes (i) that the Dow Pension Funds only purchase the minimum amount under the commitment letter dated April 21, 2022 ($5,00,000) and (ii) that SeaStar Medical neither has any indebtedness to be repaid at Closing nor incurs transaction expenses in excess of the transaction expenses cap. If the actual facts are different from these assumptions, the percentage ownership retained by the LMAO stockholders will be different. See “
Unaudited Pro Forma Condensed Combined Financial Information
.”
As of [
            
], 2022, there was approximately $[105.6] million in LMAO’s trust account (the “Trust Account”).
LMAO’s shares of Class A Common Stock are listed on the Nasdaq Stock Market under the symbol “LMAO.” On [●], 2022, the record date for the Meeting, the last sale price of the Class A Common Stock was $[●].
Each stockholder’s vote is very important. Whether or not you plan to participate in the Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting at the Meeting if such stockholder subsequently chooses to participate in the Meeting.
We encourage you to read the proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “
Risk Factors
” beginning on page 37
.
LMAO’s board of directors unanimously recommends that LMAO stockholders vote “FOR” approval of each of the Proposals.
 
/s/ Bruce M. Rodgers
Bruce M. Rodgers
Chief Executive Officer and Chairman of the Board
LMAO Acquisition Opportunities, Inc.
[●], 2022
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of the proxy statement/prospectus. Any representation to the contrary is a criminal offense.
HOW TO OBTAIN ADDITIONAL INFORMATION
The proxy statement/prospectus incorporates important business and financial information about LMAO that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by LMAO with the SEC, such information is available without charge upon written or oral request. Please contact our proxy solicitor:
ALLIANCE ADVISORS
200 Broadacres Drive, Suite 300
Bloomfield, New Jersey 07003
Toll Free:
855-935-2548
Collect:
1-520-524-4921
Email: lmao@allianceadvisors.com

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To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Meeting, or no later than [
], 2022
. Please be sure to include your complete name and address in your request. Please see “
Where You Can Find Additional Information
” to find out where you can find more information about LMAO and SeaStar Medical. You should rely only on the information contained in the proxy statement/prospectus in deciding how to vote on the Business Combination. Neither LMAO nor SeaStar Medical has authorized anyone to give any information or to make any representations other than those contained in the proxy statement/prospectus. Do not rely upon any information or representations made outside of the proxy statement/prospectus. The information contained in the proxy statement/prospectus may change after the date of the proxy statement/prospectus. Do not assume after the date of the proxy statement/prospectus that the information contained in the proxy statement/prospectus is still correct.

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LMF ACQUISITION OPPORTUNITIES, INC.
1200 W. Platt St., Suite 100
Tampa, Florida 33606
Telephone: (813)
222-8996
NOTICE OF SPECIAL MEETING IN LIEU OF THE 2022 ANNUAL MEETING OF
LMF ACQUISITION OPPORTUNITIES, INC. STOCKHOLDERS
To Be Held on [
]
To LMF Acquisition Opportunities, Inc. Stockholders:
NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a special meeting in lieu of the 2022 annual meeting of the stockholders of LMF Acquisition Opportunities, Inc. (“LMAO,” “we”, “our”, or “us”) to be held at [location] located at [address], at [●] [●].m. Eastern Time, on [●], 2022 (the “Meeting”).
During the Meeting, LMAO’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:
 
 
1.
To consider and vote upon a Proposal to approve the transactions contemplated under the Merger Agreement, dated as of April 21, 2022 (the “Merger Agreement”), by and among LMAO, LMF Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LMAO (“Merger Sub”) and SeaStar Medical, Inc., a Delaware corporation (“SeaStar Medical”), (the “Business Combination”), a copy of which is attached to the proxy statement/prospectus as
Annex A
. This Proposal is referred to as the “Business Combination Proposal” or “Proposal 1.”
 
 
2.
To consider and vote upon a Proposal to approve the Second Amended and Restated Certificate of Incorporation of LMAO, a copy of which is attached to the proxy statement/prospectus as
Annex B
(the “Proposed Charter”) to, among other things, change LMAO’s name to “SeaStar Medical Holding Corporation,” and amend certain provisions related to authorized capital stock, reclassification of Class A Common Stock and Class B Common Stock, the classification of the Board, and director removal, to be effective upon the consummation of the Business Combination. This Proposal is referred to as the “Charter Approval Proposal” or “Proposal 2.”
 
 
3.
To consider and vote upon, on a
non-binding
advisory basis, four separate governance proposals relating to the following material differences between the Existing Charter and the Proposed Charter:
 
 
(a)
(i) reclassify LMAO’s existing 100,000,000 authorized shares of Class A Common Stock into 100,000,000 authorized shares of common stock (after giving effect to the conversion of each outstanding share of Class B Common Stock to Class A Common Stock under the terms of LMAO’s current certificate of incorporation) and (ii) increase the number of shares of preferred stock LMAO is authorized to issue from 1,000,000 shares to 10,000,000 shares (Proposal 3A);
 
 
(b)
change the classification of the Board from two classes of directors with staggered
two-year
terms to three classes of directors with staggered three-year terms (Proposal 3B);
 
 
(c)
require the vote of at least
two-thirds
(66 and 2/3%) of the outstanding shares of capital stock, voting together as a single class, rather than a simple majority, to remove a director from office (Proposal 3C); and
 
 
(d)
remove certain provisions related to LMAO’s status as a special purpose acquisition company that will no longer be relevant following the Business Combination (Proposal 3D).
This Proposal is referred to as the “Governance Proposals” or “Proposals
3A-3D.”
 
 
4.
To consider and vote upon a Proposal to approve the LMF Acquisition Opportunities, Inc. 2022 Omnibus Incentive Plan (the “Incentive Plan”, a copy of which is to be attached to the proxy statement/prospectus as
Annex D
), to be effective on the later of the date on which it is approved by our stockholders and the closing of the Business Combination. This Proposal is referred to as the “Stock Plan Proposal” or “Proposal 4.”

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5.
To consider and vote upon a Proposal to approve the LMF Acquisition Opportunities, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”, a copy of which is to be attached to the proxy statement/prospectus as
Annex E
), to be effective on the later of the date on which it is approved by our stockholders and the closing of the Business Combination. This Proposal is referred to as the “ESPP Proposal” or “Proposal 5.”
 
 
6.
To consider and vote upon a Proposal to approve for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of LMAO Common Stock and the resulting change in control in connection with the Business Combination. This Proposal is referred to as the “Nasdaq Proposal” or “Proposal 6.”
 
 
7.
To consider and vote upon a Proposal to elect seven (7) directors to serve staggered terms on the Board until the 2023, 2024 and 2025 annual meetings of our stockholders, as applicable, or until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement or removal. This Proposal is referred to as the “Director Election Proposal” or “Proposal 7.”
 
 
8.
To consider and vote upon a Proposal to approve the adjournment of the Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event LMAO does not receive the requisite stockholder vote to approve the Proposals. This Proposal is called the “Adjournment Proposal” or “Proposal 8.”
The Business Combination Proposal is conditioned upon the approval of Proposal 2 and Proposal 6. Proposals 2, 4, 5, 6 and 7 are dependent upon approval of the Business Combination Proposal. Additionally, Proposal 2 is also dependent upon approval of the Nasdaq Proposal; Proposal 6 is also dependent upon approval of the Charter Approval Proposal; and Proposal 7 is also dependent upon approval of the Charter Approval Proposal and the Nasdaq Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, LMAO will not consummate the Business Combination. If LMAO does not consummate the Business Combination and fails to complete an initial business combination by July 25, 2022, LMAO will be required to dissolve and liquidate, unless our sponsor, LMFAO Sponsor, LLC, deposits into the Trust Account $1,035,000 on or prior to July 25, 2022 to extend the date by which the Business Combination may be consummated to October 25, 2022.
Approval of the Business Combination Proposal, the Governance Proposals, the Stock Plan Proposal, the ESPP Proposal, the Nasdaq Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the votes cast by LMAO stockholders present in person or represented by proxy at the Meeting and entitled to vote thereon. Approval of the Director Election Proposal requires a plurality vote of the shares of Common Stock cast in respect of that Proposal and entitled to vote thereon at the Meeting. Approval of the Charter Approval Proposal will require the affirmative vote of a majority of the issued and outstanding shares of Common Stock. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker
non-vote)
will not be counted in the nominee’s favor.
As of [●], 2022, there were [10,453,500] shares of Class A Common Stock issued and outstanding and entitled to vote and [2,587,500] shares of class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”)) issued and outstanding and entitled to vote. Only holders of Common Stock of record as of the close of business on [●], 2022 are entitled to vote at the Meeting or any adjournment of the Meeting. The proxy statement/prospectus is first being mailed to LMAO stockholders on or about [●], 2022.
Investing in LMAO’s securities involves a high degree of risk. See “
Risk Factors
” beginning on page 37
of the proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in LMAO’s securities.

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YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.
Whether or not you plan to participate in the Meeting, please complete, date, sign and return the enclosed proxy card without delay in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of Common Stock in person if you subsequently choose to participate in the Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.
You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Alliance Advisors, that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.
LMAO’s board of directors unanimously recommends that LMAO stockholders vote “FOR” approval of each of the Proposals. When you consider LMAO’s board of directors’ recommendation of these Proposals, you should keep in mind that LMAO’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “
The Business Combination Proposal - Interests of Certain Persons in the Business Combination
.”
On behalf of LMAO’s board of directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.
By Order of the Board of Directors,
 
/s/ Bruce M. Rodgers
Bruce M. Rodgers
Chief Executive Officer and Chairman of the Board
LMF Acquisition Opportunities, Inc.
[●], 2022

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ANNEX A    Agreement and Plan of Merger
ANNEX B    Second Amended and Restated Certificate of Incorporation
ANNEX C    Amended and Restated Bylaws
ANNEX D    LMF Acquisition Opportunities, Inc. 2022 Omnibus Incentive Plan
ANNEX E    LMF Acquisition Opportunities, Inc. 2022 Employee Stock Purchase Plan
ANNEX F    Form of Director Nomination Agreement
 
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FREQUENTLY USED TERMS
Unless otherwise stated in this proxy statement/prospectus, the terms, “we,” “us,” “our” or “LMAO” refer to LMF Acquisition Opportunities, Inc., a Delaware corporation. Further, in this document:
 
   
“Board” means the board of directors of LMAO.
 
   
“Business Combination” means the merger contemplated by the Merger Agreement.
 
   
“Certificate of Incorporation” or the “Proposed Charter” means LMAO’s Second Amended and Restated Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as
Annex B
.
 
   
“Class A Common Stock” means Class A common stock, par value $0.0001 per share, of LMAO.
 
   
“Class B Common Stock” means Class B common stock, par value $0.0001 per share, of LMAO.
 
   
“Closing Date” means the date of the consummation of the Business Combination.
 
   
“Code” means the Internal Revenue Code of 1986, as amended.
 
   
“Combined Company” means LMAO after the consummation of the Business Combination, renamed SeaStar Medical Holding Corporation.
 
   
“Combined Company Bylaws” means LMAO’s Amended and Restated Bylaws, a copy of which is attached to this proxy statement/prospectus as
Annex C
.
 
   
“Common Stock” means (i) prior to the filing of the Proposed Charter, collectively, Class A Common Stock and Class B Common Stock, and (ii) at and after the filing of the Proposed Charter, LMAO’s common stock, par value $0.0001 per share. For the avoidance of doubt, each share of Class A Common Stock (including each share issued or issuable upon conversion of Class B Common Stock) and each share of Class B Common Stock shall be reclassified into such single class of common stock of LMAO in connection with the filing of the Proposed Charter with the Secretary of State of the State of Delaware.
 
   
“Continental” means Continental Stock Transfer & Trust Company, LMAO’s transfer agent.
 
   
“Dow Commitment Letter” means that certain commitment letter dated April 21, 2022 by and among LMAO, Dow Employee’s Pension Plan Trust, Union Carbide Employee Pension Plan and SeaStar Medical.
 
   
“Dow Pension Funds” means collectively, the Dow Employees’ Pension Plan Trust and Union Carbide Employees’ Pension Plan.
 
   
“Effective Time” means the time at which the Business Combination becomes effective.
 
   
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
   
“Existing Bylaws” means LMAO’s Bylaws.
 
   
“Existing Charter” means LMAO’s Amended and Restated Certificate of Incorporation.
 
   
“founder shares” means the outstanding shares of Class B Common Stock issued to the Sponsor.
 
   
“GAAP” means accounting principles generally accepted in the United States of America.
 
   
“Initial Stockholders” means the Sponsor and other initial holders of Class B Common Stock.
 
   
“IPO” refers to the initial public offering of 10,350,000 units consummated on January 28, 2021.
 
   
“IRS” means the United States Internal Revenue Service.
 
   
“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of April 21, 2022, by and among LMAO, Merger Sub and SeaStar Medical.
 
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“Merger Sub” means LMF Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LMAO.
 
   
“Private Placement Warrants” mean the warrants issued to our Sponsor in a private placement simultaneously with the closing of our IPO.
 
   
“public shares” means shares of Class A Common Stock sold in the IPO, whether they were purchased in the IPO or thereafter in the open market.
 
   
“public stockholders” means holders of public shares of Class A Common Stock.
 
   
“SEC” means the U.S. Securities and Exchange Commission.
 
   
“Securities Act” means the Securities Act of 1933, as amended.
 
   
“SeaStar Medical” means SeaStar Medical, Inc., a Delaware corporation, prior to the consummation of the Business Combination.
 
   
“Sponsor” means LMFAO Sponsor, LLC, a Florida limited liability company.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of LMAO and/or SeaStar Medical and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “
Management’s Discussion and Analysis of Financial Condition and Results of Operations of SeaStar Medical
” and “
SeaStar Medical’s Business
.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the management of LMAO and SeaStar Medical as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by LMAO and the following:
 
   
expectations regarding SeaStar Medical’s strategies and commercialization plans, including its future business plans or objectives, regulatory approval of product candidates, prospective performance and opportunities and competitors, revenues, backlog conversion, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and ability to invest in growth initiatives and pursue acquisition opportunities;
 
   
risks related to SeaStar Medical’s technology, intellectual property and regulatory approval and process;
 
   
risks related to SeaStar Medical’s ability to secure additional financing to execute its growth strategies;
 
   
risks related to SeaStar Medical’s reliance on suppliers, vendors, partners and third parties;
 
   
risks related to the general economic and financial market conditions; political, legal and regulatory environment; and the industries in which SeaStar Medical operates;
 
   
the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
 
   
the outcome of any legal proceedings that may be instituted against LMAO or SeaStar Medical following announcement of the Merger Agreement and the transactions contemplated therein;
 
   
the inability to complete the Business Combination due to, among other things, the failure to obtain LMAO or SeaStar Medical stockholder approval;
 
   
the risk that the announcement and consummation of the proposed Business Combination disrupts SeaStar Medical’s current plans;
 
   
the ability to recognize the anticipated benefits of the Business Combination;
 
   
unexpected costs related to the proposed Business Combination;
 
   
the amount of any redemptions by existing holders of Common Stock being greater than expected;
 
   
limited liquidity and trading of LMAO’s securities;
 
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geopolitical risk and changes in applicable laws or regulations;
 
   
the possibility that LMAO and/or SeaStar Medical may be adversely affected by other economic, business, and/or competitive factors;
 
   
operational risks;
 
   
the risks that the
COVID-19
pandemic, and local, state, and federal responses to addressing the pandemic, may have an adverse effect on SeaStar Medical’s business operations, as well as SeaStar Medical’s financial condition and results of operations;
 
   
litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on SeaStar Medical’s resources; and
 
   
the risks that the consummation of the Business Combination is substantially delayed or does not occur.
Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of LMAO and SeaStar Medical prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to LMAO, SeaStar Medical or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, LMAO and SeaStar Medical undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
The following are answers to some questions that you, as a stockholder of LMAO, may have regarding the Proposals being considered at the Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.
Q: What is the purpose of this document?
A:
LMAO, Merger Sub and SeaStar Medical have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/prospectus as
Annex A
, and is incorporated into this proxy statement/prospectus by reference. The Board is soliciting your proxy to vote for the Business Combination and other Proposals at the Meeting because you owned Common Stock at the close of business on [●], 2022, the “Record Date” for the Meeting, and are therefore entitled to vote at the Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote.
Q: What is being voted on?
A:
Below are the Proposals that the LMAO stockholders are being asked to vote on:
 
   
Proposal 1
- The Business Combination Proposal to approve the Merger Agreement and the Business Combination.
 
   
Proposal 2
- The Charter Approval Proposal to approve the Proposed Charter attached to this proxy statement/prospectus as
Annex B
.
 
   
Proposals
3A-3D
- The Governance Proposals to approve, on a
non-binding
advisory basis, separate governance proposals relating to certain material differences between the Existing Charter and the Proposed Charter attached to this proxy statement/prospectus as
Annex B
.
 
   
Proposal 4
- The Stock Plan Proposal to approve the Incentive Plan.
 
   
Proposal 5
- The ESPP Proposal to approve the ESPP.
 
   
Proposal 6
- The Nasdaq Proposal to approve the issuance of more than 20% of the issued and outstanding shares of Common Stock in connection with the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and (b).
 
   
Proposal 7
- The Director Nomination Proposal to elect seven directors.
 
   
Proposal 8
- The Adjournment Proposal to approve the adjournment of the Meeting.
Q: What vote is required to approve the Proposals?
A:
Proposal 1
- The Business Combination Proposal requires the affirmative vote of the majority of the votes cast at the Meeting. Abstentions and broker
non-votes
will have no effect on the vote for Proposal 1.
Proposal 2
- The Charter Approval Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Common Stock. Abstentions and broker
non-votes
will have the effect of a vote “AGAINST” Proposal 2.
 
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Proposals
3A-3D
- The Governance Proposals requires the affirmative vote of the majority of the votes cast at the Meeting. Abstentions and broker
non-votes
will have no effect on the vote for Proposals
3A-3D.
Proposal 4
- The Stock Plan Proposal requires the affirmative vote of the majority of the votes cast at the Meeting. Abstentions and broker
non-votes
will have no effect on the vote for Proposal 4.
Proposal 5
- The ESPP Proposal requires the affirmative vote of the majority of the votes cast at the Meeting. Abstentions and broker
non-votes
will have no effect on the vote for Proposal 5.
Proposal 6
- The Nasdaq Proposal requires the affirmative vote of the majority of the votes cast at the Meeting. Abstentions and broker
non-votes
will have no effect on the vote for Proposal 6.
Proposal 7
- The Director Election Proposal requires plurality of the votes cast by the LMAO stockholders present in person or represented by proxy at the Meeting and entitled to vote thereon. This means that the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. A “withhold” vote will have no effect on the vote’s outcome, because the candidates who receive the highest number of “for” votes are elected.
Proposal 8
- The Adjournment Proposal requires the affirmative vote of the majority of the votes cast at the Meeting. Abstentions and broker
non-votes
will have no effect on the vote for Proposal 8.
Q: Are any of the Proposals conditioned on one another?
A:
The Business Combination Proposal is conditioned upon the approval of Proposal 2 and Proposal 6. Proposals 2, 4, 5, 6 and 7 are dependent upon approval of the Business Combination Proposal. Additionally, Proposal 2 is also dependent upon approval of the Nasdaq Proposal; Proposal 6 is also dependent upon approval of the Charter Approval Proposal; and Proposal 7 is also dependent upon approval of the Charter Approval Proposal and the Nasdaq Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, LMAO will not consummate the Business Combination. If LMAO does not consummate the Business Combination and fails to complete an initial business combination by July 25, 2022, LMAO will be required to dissolve and liquidate, unless our sponsor, LMFAO Sponsor, LLC, deposits into the Trust Account $1,035,000 on or prior to July 25, 2022 to extend the date by which the Business Combination may be consummated to October 25, 2022. The Governance Proposals and the Adjournment Proposal are not conditioned on, and therefore do not require the approval of, the Business Combination Proposal and Business Combination to be effective.
Q: What will happen in the Business Combination?
A:
At the closing of the Business Combination, Merger Sub will merge with and into SeaStar Medical, with SeaStar Medical surviving such merger as the surviving entity. Upon consummation of the Business Combination, SeaStar Medical will become a wholly-owned subsidiary of LMAO. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by LMAO’s public stockholders and the proceeds from investment by the Dow Pension Funds pursuant to the Dow Commitment Letter will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as
Annex A
.
Immediately prior to the Preferred Stock Conversion, each convertible note of SeaStar Medical shall be converted into shares of common stock, par value $0.001 per share, of SeaStar Medical (“SeaStar Medical Common Stock”) in accordance with the terms of such convertible notes (the “Convertible Note Conversion”). Immediately after the Convertible Note Conversion but immediately prior to the Effective Time, each issued and outstanding share of SeaStar Medical’s Series
A-1,
Series
A-2
and Series B
 
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convertible preferred stock, par value $0.001 (collectively, the “SeaStar Medical Preferred Stock”) shall be converted into shares of the SeaStar Medical Common Stock at the then-applicable conversion rates (the “Preferred Stock Conversion”).
Q: What is the consideration being paid to SeaStar Medical security holders?
A:
Warrants
. Each SeaStar Medical warrant to purchase shares of SeaStar Medical Common Stock or SeaStar Medical Preferred Stock (“SeaStar Medical Warrant”) that is outstanding and unexercised immediately prior to the Effective Time and that would automatically be exercised or otherwise exchanged in full in accordance with its terms by virtue of the Business Combination, without any election or action by SeaStar Medical or the holder of the SeaStar Medical Warrant shall automatically be exercised or exchange in full for the applicable shares of SeaStar Medical Common Stock. Each SeaStar Medical Warrant that is outstanding and unexercised immediately prior to the Effective Time and that is not automatically exercised in full shall be converted into a warrant to purchase common stock, par value $0.0001 per share, of LMAO (the “Common Stock”), in accordance with its terms. From and after the Effective Time: (i) each SeaStar Medical Warrant assumed by LMAO may be exercised solely for shares of Common Stock (rounded down to the nearest whole share); (ii) the number of shares of Common Stock subject to each SeaStar Medical Warrant assumed by LMAO will be determined by multiplying (A) the number of shares of SeaStar Medical Common Stock (as calculated on as converted to SeaStar Medical Common Stock basis) subject to such SeaStar Medical Warrant immediately prior to the Effective Time, by (B) the Exchange Ratio and (iii) such assumed warrant shall have an exercise price per share (which shall be rounded up to the nearest whole cent) equal to the exercise price per share of such SeaStar Medical Warrant immediately prior to the Effective Time divided by the Exchange Ratio. The Exchange Ratio is defined in the Merger Agreement to be the quotient of (1) (A) (i) $85,000,000
minus
any SeaStar Medical indebtedness
minus
any SeaStar Medical transaction expenses in excess of $800,000(which the cap of $800,000 shall not apply to transaction bonuses payable to executives or the financial advisory fee payable to Maxim Group LLC (“Maxim”) by SeaStar Medical)
plus
(ii) the aggregate exercise price of unexercised SeaStar Medical Warrants and SeaStar Medical Options all divided by (B) Aggregate Fully Diluted Company Common Stock (as defined in the Merger Agreement), all divided by (2) $10.00.
Common Stock
. At the Effective Time, following the Convertible Note Conversion and Preferred Stock Conversion, each share of SeaStar Medical Common Stock (including shares of SeaStar Medical Common Stock outstanding as a result of the Convertible Note Conversion and Preferred Stock Conversion, but excluding shares the holders of which perfect rights of appraisal under Delaware law) will be converted into the right to receive such number of shares of Common Stock equal to the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement).
Stock Options
. At the Effective Time, each outstanding option to purchase shares of SeaStar Medical Common Stock (a “SeaStar Medical Option”), whether or not then vested and exercisable, will be assumed and converted into an option to purchase shares of Common Stock with the same terms and conditions as were applicable to such SeaStar Medical Option immediately prior to the Effective Time, except that each SeaStar Medical Option will relate to such number of Common Stock as is equal to the product of (i) the number of shares subject to such option prior to the Effective Time multiplied by (ii) the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement), with the per share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.
Restricted Stock Units
. At the Effective Time, each award of restricted stock units based on SeaStar Medical Common Stock (a “SeaStar Medical Restricted Stock Unit Award”) that is outstanding immediately prior to the Effective Time will be converted into the right to receive restricted stock units based on Common Stock (each, an “Assumed Restricted Stock Unit Award”) with the same terms and conditions as were applicable to such SeaStar Medical Restricted Stock Unit Award immediately prior to the Effective Time, except that each Assumed Restricted Stock Unit Award will relate to such number of Common Stock as is equal to the product of (i) the number of shares of SeaStar Medical Common Stock subject to such
 
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SeaStar Medical Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement). For purposes of any SeaStar Medical Restricted Stock Unit Awards with a liquidity vesting condition, SeaStar Medical will be permitted to treat the occurrence of the Effective Time as an initial public offering under the terms of any such award for purposes of the vesting of such award.
Q: What equity stake will current stockholders of LMAO and SeaStar Medical stockholders hold in the Combined Company after the closing?
A:
It is anticipated that upon completion of the Business Combination, LMAO’s public stockholders (other than the shares issued to the Dow Pension Funds in connection with the Dow Commitment Letter) would retain an ownership interest of approximately 48.7% in the Combined Company, LMFAO Sponsor, LLC, LMAO’s sponsor and the sole holder of founder shares, will retain an ownership interest of approximately 12.1% of the Combined Company and the SeaStar Medical stockholders (which includes the minimum $5,000,000 worth of Class A Common Stock that will be issued to the Dow Pension Funds in connection with the Dow Commitment Letter as the Dow Pension Funds are current shareholders of SeaStar Medical) will own approximately 39.2% of the Combined Company.
The ownership percentage with respect to the Combined Company (A) does not take into account (i) the redemption of any shares by the LMAO public stockholders, (ii) the issuance of any additional shares upon the closing of the Business Combination under the Incentive Plan or ESPP, and (iii) the withholding of shares of Common Stock to pay future exercises under the SeaStar Medical warrants and options assumed by LMAO or the settlement of SeaStar Medical restricted stock units assumed by LMAO and (B) assumes (i) that the Dow Pension Funds only purchase the minimum amount under the Dow Commitment Letter and (ii) that SeaStar Medical neither has any indebtedness to be repaid at Closing nor incurs transaction expenses in excess of the transaction expenses cap. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the LMAO stockholders will be different. See “
Unaudited Pro Forma Condensed Combined Financial Information
.”
Q: Are there any arrangements to help ensure that LMAO will have sufficient funds, together with the proceeds in its Trust Account, to fund the consideration?
A:
Yes. LMAO entered into a commitment letter with the Dow Pension Funds, dated as of April 21, 2022 (the “Dow Commitment Letter”), pursuant to which, among other things, LMAO agreed to issue and sell, in a private placement to close immediately prior to the closing of the Business Combination, at least $5,000,000 worth of Class A Common Stock. To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. LMAO expects that it (or its successor) will file with the SEC a registration statement registering the resale of the shares issued in connection with the private placement contemplated by the Dow Commitment Letter and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable.
Q: Do any of LMAO’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?
A:
In considering the recommendation of the Board to approve the Merger Agreement, LMAO stockholders should be aware that certain LMAO executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of LMAO stockholders generally.
 
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These interests, which may create actual or potential conflicts of interest, include (i) the limited amount of time in which LMAO has to complete an initial business combination, (ii) the ability LMAO’s directors and officers to change or waive terms of the transaction, (iii) the Sponsor’s right to designate two directors to the Combined Company’s board of directors and (iv) the engagement of a financial advisor whose Chairman, Marty Traber, is a board member of LMAO.
Additionally, these interests include the fact that Sponsor paid (i) $25,000 or approximately $0.012 per share for the founder shares (of which it currently holds 2,587,500 after a stock dividend), which such founder shares, if unrestricted and freely tradeable, would be valued at approximately $26.3 million, based on the closing price of Class A Common Stock on June 30, 2022 and (ii) $5,738,000 or approximately $1.00 per Private Placement Warrant (of which it currently holds 5,738,000), which such Private Placement Warrants, if unrestricted and freely tradeable, would be valued at approximately $646,000, and that such shares and warrants will be worthless if a business combination is not consummated and, as a result, the Sponsor and its affiliates can earn a positive rate of return on their investment even if LMAO’s public stockholders experience a negative return following the consummation of the Business Combination.
These interests may influence the Board in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. In particular, the existence of the interests described above may incentivize LMAO’s officers and directors to complete an initial business combination, even if on terms less favorable to LMAO’s stockholders compared to liquidating LMAO, because, among other things, if LMAO is liquidated without completing an initial business combination, the founder shares and Private Placement Warrants would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $27 million based on the closing price of Class A Common Stock and LMAO warrants on June 30, 2022), out-of-pocket expenses advanced by the Sponsor and loans made by the Sponsor to LMAO would not be repaid to the extent such amounts exceed cash held by LMAO outside of the Trust Account (which such expenses and loans, as of June 30, 2022, amounted to approximately $0.8 million). These actual or potential conflicts of interest are, to the extent material, described in the section entitled “
The Business Combination Proposal - Interests of Certain Persons in the Business Combination
” beginning on page 113.
Q: When and where is the Meeting?
A:
The Meeting will take place at [location] located at [address] on [●], 2022, at [●] [●].m. Eastern Time, or at such other time, on such other date and at such other place to which the Meeting may be adjourned.
Q: Who may vote at the Meeting?
A:
Only holders of record of common stock as of the close of business on [●], 2022 may vote at the Meeting. As of [●], 2022 there were [13,041,000] shares of Common Stock outstanding and entitled to vote. Please see “
The Meeting
 
-
 
Record Date; Who is Entitled to Vote
” for further information.
Q: What is the quorum requirement for the Meeting?
A:
Stockholders representing a majority of the voting power of all outstanding shares of capital stock of LMAO as of the Record Date and entitled to vote at the Meeting shall constitute a quorum for the transaction of business at the Meeting. This is called a quorum. Shares of our Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the chairman of the Meeting may adjourn the meeting until a quorum is present.
 
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Q: How will the Initial Stockholders vote?
A:
Pursuant to a letter agreement, the Initial Stockholders, who as of [●], 2022 owned [2,587,500] shares of Class B Common Stock, or approximately 20% of the outstanding shares of Common Stock, agreed to vote their respective shares of Common in favor of the Business Combination Proposal (“Letter Agreement”). In addition, in connection with the execution of the Merger Agreement, the Sponsor entered into a support agreement (the “Sponsor Support Agreement”) with LMAO and SeaStar Medical pursuant to which it agreed, among other things, to vote all shares of Common Stock beneficially owned by it in favor of the Business Combination Proposal.
As of [●], 2022, a total of [2,587,500] shares of Common Stock, or approximately 20% of the outstanding shares, were subject to the Letter Agreement or the Sponsor Support Agreement. As a result, only [3,933,001] shares of Common Stock held by the public stockholders will need to be present and entitled to vote to satisfy the quorum requirement for the Meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the votes cast by the stockholders represented in person or by proxy and entitled to vote thereon at a meeting at which a quorum is present, assuming only the minimum number of shares of Common Stock to constitute a quorum is present, only [672,751] shares of Common Stock, or approximately [6.4]% of the [10,453,500] shares of Common Stock held by the public stockholders, must vote in favor of the Business Combination Proposal for it to be approved.
Q: How many votes do I and others have?
A:
You are entitled to one vote for each share of LMAO’s Common Stock that you held as of the Record Date. As of the close of business on the Record Date, there were [13,041,000] outstanding shares of Common Stock.
Q: Am I required to vote against the Business Combination Proposal in order to have my public shares redeemed?
A:
No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that LMAO redeem your public shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (currently anticipated to be no less than approximately $[10.20] per share of Class A Common Stock for stockholders) net of taxes payable. These rights to demand redemption of public shares for cash are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of public shares electing to exercise their redemption rights will not be entitled to receive such payments and their shares of Common Stock will be returned to them.
Q: How do I exercise my redemption rights?
A:
If you are a public stockholder and you seek to have your public shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time on [●], 2022 (at least two business days before the Meeting), that LMAO redeem your shares into cash; and (ii) submit your request in writing to Continental, at the address listed at the end of this section and deliver your shares to Continental physically or electronically using the Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Meeting.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with LMAO’s consent, until the consummation of the Business
 
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Combination, or such other date as determined by the Board. If you delivered your shares for redemption to Continental and decide within the required timeframe not to exercise your redemption rights, you may request that Continental return the shares (physically or electronically). You may make such request by contacting Continental at the email or physical address listed in the section titled “
The Meeting - Redemption Rights
” below. Any corrected or changed written demand of redemption rights must be received by Continental two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days before the Meeting.
LMAO stockholders may seek to have their public shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of common stock as of the Record Date. Any public stockholder who holds shares of Common Stock on or before [●], 2022 (two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.
The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by outstanding number of public shares. Please see the section titled “
The Meeting
 
-
 
Redemption Rights
” for the procedures to be followed if you wish to redeem your public shares for cash.
Q: What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
In the event that a holder elects to redeem its Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of Common Stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular holder at the time such holder exercises his, her, or its redemption rights. See “
Material U.S. Federal Income Tax Consequences
 
-
 
Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights
” for a more detailed discussion of the U.S. federal income tax consequences of a holder electing to redeem its Common Stock for cash.
Q: How do the public warrants differ from the Private Placement Warrants and what are the related risks for any public warrant holders post-Business Combination?
A:
The public warrants are identical to the Private Placement Warrants in material terms and provisions, except that the Private Placement Warrants cannot be transferred, assigned or sold until 30 days after the Business Combination (except in limited circumstances) and will not be redeemable by LMAO so long as they are held by the Sponsor or any of its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or any of its permitted transferees, they will be redeemable by LMAO and exercisable by the holders on the same basis as the public warrants. The Sponsor agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A Common Stock issuable upon exercise of the warrants (except to certain permitted transferees), until 30 days after the Business Combination.
Following the Business Combination, we may redeem your unexpired public warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per public warrant, provided that the last reported sales price of Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
 
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recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding public warrants could force you (i) to exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your public warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.
Historical trading prices for shares of Class A Common Stock have varied between a low of approximately $9.77 per share on March 24, 2021 to a high of approximately $10.16 per share on June 9, 2022, but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). In the event that LMAO elects to redeem all of the redeemable warrants as described above, LMAO will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.
Q: What do I need to do now?
A:
You are urged to read carefully and consider the information contained in this proxy statement/prospectus, 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/prospectus 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.
Q: How can I vote?
A:
If you were a holder of record of Common Stock on [●], 2022, the record date for the special meeting of LMAO stockholders, you may vote with respect to the Proposals in person at the Meeting, or by submitting a proxy by mail so that it is received prior to [9:00 a.m., Eastern Time, on [●], 2022], in accordance with the instructions provided to you under “
The Meeting
.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be 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 attend the Meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Signed and dated proxies received without an indication of how the stockholder intends to vote on a Proposal will be voted in favor of each Proposal presented to the stockholders.
 
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Q: If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?
A:
No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Proposal without receiving voting instructions from you. If a Proposal is determined to be
non-discretionary,
your broker, bank or other holder of record is not permitted to vote on the Proposal without receiving voting instructions from you. A “broker
non-vote”
occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a
non-discretionary
Proposal because the holder of record has not received voting instructions from the beneficial owner.
Each of the Proposals to be presented at the Meeting is a
non-discretionary
Proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker
non-vote
would have the same effect as a vote “AGAINST” the Charter Approval Proposal.
Q: What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?
A:
LMAO will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Meeting. For purposes of approval, an abstention on the Charter Approval Proposal will have the same effect as a vote “AGAINST” such Proposal. For all other Proposals (other than the Charter Approval Proposal), an abstention will have no effect on the vote for such Proposal.
Q: If I am not going to attend the Meeting, should I return my proxy card instead?
A.
Yes. Whether you plan to attend the Meeting in person or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q: Can I change my vote after I have mailed my proxy card?
A:
Yes. You may change your vote at any time before your proxy is voted at the Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Meeting and casting your vote in person, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Meeting. If you hold your shares of common stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:
Alliance Advisors
Toll Free:
855-935-2548
Collect:
1-520-524-4921
Email: lmao@allianceadvisors.com
Unless revoked, a proxy will be voted at the Meeting in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.
 
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Q: What will happen if I return my proxy card without indicating how to vote?
A:
If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares of Common Stock represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the Meeting and cannot be voted.
Q: Should I send in my share certificates now to have my shares of Common Stock redeemed?
A:
LMAO stockholders who intend to have their public shares redeemed should send their certificates to Continental at least two business days before the Meeting. Please see “
The Meeting
 
-
 
Redemption Rights
” for the procedures to be followed if you wish to redeem your public shares for cash.
Q: Who will solicit the proxies and pay the cost of soliciting proxies for the Meeting?
A:
LMAO will pay the cost of soliciting proxies for the Meeting. LMAO has engaged Alliance Advisors to assist in the solicitation of proxies for the Meeting. LMAO has agreed to pay Alliance Advisors a fee of $10,000, plus disbursements, and will reimburse Alliance Advisors for its reasonable
out-of-pocket
expenses and indemnify Alliance Advisors and its affiliates against certain claims, liabilities, losses, damages, and expenses. LMAO will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Common Stock and in obtaining voting instructions from those owners. Our 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.
Q: What happens if I sell my shares before the Meeting?
A:
The Record Date for the Meeting is earlier than the date of the Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your shares of Common Stock after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Meeting, but will transfer ownership of the shares and will not hold an interest in LMAO after the Business Combination is consummated.
Q: When is the Business Combination expected to occur?
A:
Assuming the requisite regulatory and stockholder approvals are received, LMAO expects that the Business Combination will occur as soon as possible following the Meeting.
Q: Are SeaStar Medical’s stockholders required to approve the Business Combination?
A:
Yes. The Business Combination requires the affirmative approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, by each of (i) a majority of issued and outstanding shares of SeaStar Medical stock, with preferred stock voting based on the number of whole shares of SeaStar Medical Common Stock into which the shares of preferred stock are convertible into, voting
 
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together as a single class and (ii) a majority of issued and outstanding shares of SeaStar Medical Series B Preferred Stock voting separately as a class. In connection with the execution of the Merger Agreement, certain stockholders of SeaStar Medical owning approximately 90% of the voting power of SeaStar Medical entered into the SeaStar Medical support agreement with LMAO and SeaStar Medical pursuant to which the SeaStar Medical stockholders agreed to vote all shares of SeaStar Medical Common Stock (including shares of SeaStar Medical Common Stock received in connection with the Convertible Note Conversion and Preferred Stock Conversion) beneficially owned by them in favor of the Business Combination and related matters.
Q: Are there risks associated with the Business Combination that I should consider in deciding how to vote?
A:
Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement, that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 37 of this proxy statement/prospectus.
Q: May I seek statutory appraisal rights or dissenter rights with respect to my shares?
A:
No. Appraisal rights are not available to holders of shares of Common Stock in connection with the proposed Business Combination. For additional information, see the section titled “
The Meeting - Appraisal Rights
.”
Q: Are there risks of going public through the Business Combination rather than a traditional underwritten initial public offering?
A:
Yes. The Combined Company intends to apply to list its common stock and warrants on Nasdaq, but the Business Combination is different from a traditional underwritten initial public offering. Among other things, there is no independent third-party underwriter selling the shares of the Common Stock,, and, accordingly, the scope of due diligence conducted in conjunction with the Business Combination may be different than would typically be conducted in the event SeaStar Medical pursued an underwritten initial public offering. Before entering into the Business Combination Agreement, LMAO and SeaStar Medical performed a due diligence review of each other’s business, operations and disclosure. However, in a typical initial public offering, the underwriters of the offering conduct independent due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability under Section 11 of the Securities Act to private investors for any material misstatements or omissions in the registration statement. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents, assessment of significant risks of the business operations, and independent analysis of the plan of business and any underlying financial assumptions. The lack of an independent due diligence review and investigation means that you must rely on the information included in this proxy statement/prospectus. Further, while potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any such material misstatements or omissions, there are no third-party underwriters of the Common Stock that will be issued pursuant to the Business Combination, and therefore no corresponding right of action is available to investors in the Business Combination against any such third parties, including any financial advisors of SeaStar Medical and LMAO, for any material misstatements or omissions in this proxy statement/prospectus.
In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing Date, there will
 
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be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of the Common Stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of the Common Stock or helping to stabilize, maintain or affect the public price of the Common Stock following the Closing Date. Moreover, we will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the Common Stock that will be outstanding immediately following the Closing Date. All of these differences from an underwritten public offering of SeaStar Medical’s securities could result in a more volatile price for the Common Stock following the Closing Date.
Further, we will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post-closing trading of the Common Stock on Nasdaq. There can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the Common Stock or sufficient demand among potential investors immediately after the Closing Date, which could result in a more volatile price for the Common Stock.
In addition, our Initial Stockholders, including our Sponsor, have interests in the Business Combination that are different from or are in addition to our stockholders and that would not be present in an underwritten public offering of SeaStar Medical’s securities. Such interests may have influenced our Board in making its recommendation that you vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. These actual or potential conflicts of interest are, to the extent material, described in the section entitled
Proposal 1 - The Business Combination Proposal
Interests
of Certain Persons in the Business Combination”
beginning on page 113 of this proxy statement/prospectus.
Accordingly, as an investor in the Business Combination, you may be exposed to increased risk when compared to investing in a traditional underwritten initial public offering.
Q: What happens if the Business Combination is not consummated?
A:
If LMAO does not complete a business combination within 18 months from the closing of the IPO (or 21 months from the closing of the IPO, if we extend the period of time to consummate a business combination, as described in more detail in this proxy statement/prospectus), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to 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 us to pay our franchise and income taxes (less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the
18-month
time period (or
21-month
period).
 
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Q: What happens to the funds deposited in the Trust Account following the Business Combination?
A:
Following the closing of the Business Combination, holders of public shares of LMAO exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to SeaStar Medical to fund working capital needs of the Combined Company. As of [
            
], 2022, there was approximately $[105.6] million in the Trust Account. LMAO estimates that approximately [$10.20] per outstanding public share will be paid to the investors exercising their redemption rights.
Q: Who will manage the Combined Company after the Business Combination?
A:
As a condition to the closing of the Business Combination, all of the officers and directors of LMAO will resign. For information on the anticipated management of the Combined Company, see the section titled “
Directors and Executive Officers of the Combined Company after the Business Combination
” in this proxy statement/prospectus.
Q: Who can help answer my questions?
A:
If you have questions about the Meeting, the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact LMAO’s proxy solicitor at:
Alliance Advisors
Toll Free:
855-935-2548
Collect:
1-520-524-4921
Email: lmao@allianceadvisors.com
You may also obtain additional information about LMAO from documents filed with the SEC by following the instructions in the section titled “
Where You Can Find More Information
.”
 
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SUMMARY OF THE PROXY STATEMENT
This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, LMAO encourages you to read carefully this entire proxy statement/prospectus, including the Merger Agreement attached as
Annex A
. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.
Unless otherwise specified, all share calculations assume no exercise of the redemption rights by LMAO’s stockholders.
The Parties to the Business Combination
LMF Acquisition Opportunities, Inc.
LMAO was incorporated in Delaware on October 28, 2020 and was 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. LMAO has until July 25, 2022 to consummate a business combination, unless the Sponsor deposits into the Trust Account $1,035,000 on or prior to July 25, 2022 to extend the date by which the Business Combination may be consummated to October 25, 2022. While LMAO’s initial focus was on transactions with companies and/or assets within the financial services industry, including potentially the financial technology sector and related sectors, LMAO may pursue an initial business combination target in any business, industry or geographical location.
On January 28, 2021 LMAO consummated the IPO of 10,350,000 units (which included the public shares), at $10.00 per unit, generating gross proceeds of $103,500,000. Simultaneously with the closing of the IPO, LMAO consummated the sale of 5,738,000 private placement warrants at a price of $1.00 per private placement warrant in a private placement to the Sponsor, generating gross proceeds of $5,738,000.
Following the closing of the IPO on January 28, 2021, an amount of $105,570,000 ($10.20 per unit) from the net proceeds of the sale of the units in the IPO and the sale of the private placement warrants was placed in the Trust Account and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule
2a-7
of the Investment Company Act, as determined by LMAO.
LMAO’s shares of Class A Common Stock are listed on the Nasdaq Stock Market under the symbol “LMAO”.
LMAO’s principal executive offices are located at 1200 W. Platt Street, Suite 100, Tampa, FL 33602 and its telephone number is (813)
222-8996.
SeaStar Medical, Inc.
SeaStar Medical was initially incorporated in Delaware under the name Nephrion, Inc. on June 6, 2007. On August 3, 2007, it changed its name CytoPherx, Inc. On June 19, 2019 and in connection with a merger transaction, CytoPherx, Inc. changed its corporate name to SeaStar Medical, Inc. SeaStar Medical is a medical technology company focused primarily on developing and commercializing its lead product candidate, the Selective Cytopheretic Device (“SCD”), for pediatric and adult acute kidney injury (“AKI”) indications. SeaStar Medical recently submitted an application for a Humanitarian Device Exemption (“HDE”) for SCD for the
 
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treatment of pediatric patients with AKI on continuous renal replacement therapy (“CRRT”). In addition, SeaStar Medical is currently finalizing the design of a pivotal trial of SCD for adult patients with AKI on CRRT based on a previously approved investigative device exemption (“IDE”) protocol. The SCD received a Breakthrough Device Designation from the U.S. Food and Drug Administration (“FDA”) on April 29, 2022 for the proposed use in the treatment of immunomodulatory dysregulation in adult patients who are 18 years and older with AKI. There is no guarantee that SeaStar Medical will complete the AKI adult trial in a timely manner, or at all, nor will there be any assurance that positive data will be generated from such trial. Even if SeaStar Medical is able to generate positive results from this trial, the FDA and other regulatory agencies may require SeaStar Medical to conduct additional trials to support the study or disagree with the design of the trial and request changes or improvements to such design. To date, SeaStar Medical has not obtained regulatory approval to commercialize or sell any of its products candidates.
Its principal executive offices are located at 3513 Brighton Boulevard, Suite #410, Denver, Colorado 80216 and its telephone number is
844-427-8100.
For more information on SeaStar Medical, please see the sections titled “
SeaStar Medical’s Business
” and “
Management’s Discussion and Analysis of Financial Condition and Results of Operations of SeaStar Medical
.”
Merger Sub
Merger Sub is a wholly-owned subsidiary of LMAO formed to consummate the Business Combination. Following the consummation of the Business Combination, Merger Sub will have merged with and into SeaStar Medical, with SeaStar Medical surviving the merger as a wholly-owned subsidiary of LMAO.
The Merger Agreement
On April 21, 2022, LMAO entered into the Merger Agreement by and among LMAO, Merger Sub and SeaStar Medical. Pursuant to the terms of the Merger Agreement, a business combination between LMAO and SeaStar Medical will be effected through the merger of Merger Sub with and into SeaStar Medical, with SeaStar Medical surviving the merger as a wholly-owned subsidiary of LMAO. The board of directors of LMAO (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of LMAO.
Treatment of SeaStar Medical Securities
Convertible Notes
. Immediately prior to the Preferred Stock Conversion, each convertible note of SeaStar Medical shall be converted into shares of SeaStar Medical Common Stock in accordance with the terms of such convertible notes.
Preferred Stock
. Immediately after the Convertible Note Conversion but immediately prior to the Effective Time, each issued and outstanding share of SeaStar Medical Preferred Stock shall be converted into shares of the SeaStar Medical Common Stock at the then-applicable conversion rates.
Warrants
. Each SeaStar Medical Warrant that is outstanding and unexercised immediately prior to the Effective Time and that would automatically be exercised or otherwise exchanged in full in accordance with its terms by virtue of the Business Combination, without any election or action by SeaStar Medical or the holder of the SeaStar Medical Warrant shall automatically be exercised or exchanged in full for the applicable shares of SeaStar Medical Common Stock. Each SeaStar Medical Warrant that is outstanding and unexercised immediately prior to the Effective Time and that is not automatically exercised in full shall be converted into a warrant to
 
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purchase Common Stock, in accordance with its terms. From and after the Effective Time: (i) each SeaStar Medical Warrant assumed by LMAO may be exercised solely for shares of Common Stock (rounded down to the nearest whole share); (ii) the number of shares of Common Stock subject to each SeaStar Medical Warrant assumed by LMAO will be determined by multiplying (A) the number of shares of SeaStar Medical Common Stock (as calculated on as converted to SeaStar Medical Common Stock basis) subject to such SeaStar Medical Warrant immediately prior to the Effective Time, by (B) the Exchange Ratio and (iii) such assumed warrant shall have an exercise price per share (which shall be rounded up to the nearest whole cent) equal to the exercise price per share of such SeaStar Medical Warrant immediately prior to the Effective Time divided by the Exchange Ratio. The Exchange Ratio is defined in the Merger Agreement to be the quotient of (1) (A) (i) $85,000,000
minus
any SeaStar Medical indebtedness
minus
any SeaStar Medical transaction expenses in excess of $800,000(which the cap of $800,000 shall not apply to transaction bonuses payable to executives or the financial advisory fee payable to Maxim by SeaStar Medical)
plus
(ii) the aggregate exercise price of unexercised SeaStar Medical Warrants and SeaStar Medical Options all divided by (B) Aggregate Fully Diluted Company Common Stock (as defined in the Merger Agreement), all divided by (2) $10.00.
Common Stock
. At the Effective Time, following the Convertible Note Conversion and Preferred Stock Conversion, each share of SeaStar Medical Common Stock (including shares of SeaStar Medical Common Stock outstanding as a result of the Convertible Note Conversion and Preferred Stock Conversion, but excluding shares the holders of which perfect rights of appraisal under Delaware law) will be converted into the right to receive such number of shares of Common Stock equal to the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement).
Stock Options
. At the Effective Time, each outstanding SeaStar Medical Option, whether or not then vested and exercisable, will be assumed and converted into an option to purchase shares of Common Stock with the same terms and conditions as were applicable to such SeaStar Medical Option immediately prior to the Effective Time, except that each SeaStar Medical Option will relate to such number of Common Stock as is equal to the product of (i) the number of shares subject to such option prior to the Effective Time multiplied by (ii) the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement), with the per share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.
Restricted Stock Units
. At the Effective Time, each award of restricted stock units based on SeaStar Medical Common Stock (a “SeaStar Medical Restricted Stock Unit Award”) that is outstanding immediately prior to the Effective Time will be converted into the right to receive restricted stock units based on Common Stock (each, an “Assumed Restricted Stock Unit Award”) with the same terms and conditions as were applicable to such SeaStar Medical Restricted Stock Unit Award immediately prior to the Effective Time, except that each Assumed Restricted Stock Unit Award will relate to such number of Common Stock as is equal to the product of (i) the number of shares of SeaStar Medical Common Stock subject to such SeaStar Medical Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement). For purposes of any SeaStar Medical Restricted Stock Unit Awards with a liquidity vesting condition, SeaStar Medical will be permitted to treat the occurrence of the Effective Time as an initial public offering under the terms of any such award for purposes of the vesting of such award.
Representations and Warranties
The Merger Agreement contains customary representations and warranties of the parties thereto. The representations and warranties are, in many respects, qualified by materiality and knowledge, and will not survive the Business Combination, but their accuracy forms the basis of some of the conditions to the obligations of LMAO, Merger Sub, and SeaStar Medical to complete the Business Combination.
 
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SeaStar Medical has made representations and warranties relating to, among other things, corporate organization, subsidiaries, due authorization, no conflict, governmental authorities and consents, current capitalization of SeaStar Medical, financial statements, undisclosed liabilities, litigation and proceedings, compliance with laws, contracts and no defaults, SeaStar Medical benefit plans, labor matters, taxes, insurance, permits, tangible property, real property, intellectual property and IT security, environmental matters, absence of changes, brokers’ fees, healthcare matters, insurance regulatory matters, related party transactions, a registration statement, government contracts and U.S. Food and Drug Administration matters.
LMAO and Merger Sub have made representations and warranties relating to, among other things, corporate organization, due authorization, no conflict, litigation and proceedings, governmental authorities and consents, financial ability and trust account, brokers’ fees, SEC reports, financial statements and the Sarbanes-Oxley Act, undisclosed liabilities, business activities, tax matters, capitalization, stock exchange listing, the Sponsor Support Agreement, related party transactions, applicability of the Investment Company Act of 1940, as amended, LMAO stockholders, contracts, and no alternative transactions.
Covenants and Agreements
SeaStar Medical has made covenants relating to, among other things, SeaStar Medical’s conduct of business during the Interim Period (as defined in the Merger Agreement), rights to inspection, waiver of claims against the Trust Account, proxy solicitation and other actions, Code Section 280G, and SeaStar Medical stockholder approval and the Support Agreements (as defined in the Merger Agreement).
LMAO has made covenants relating to, among other things, indemnification and insurance, LMAO’s conduct during the Interim Period, certain transactional agreements, rights to inspection, Section 16 matters, LMAO’s stock exchange listing, LMAO’s public filings, the Incentive Plan and the ESPP, and its qualification as an emerging growth company.
Each of SeaStar Medical and LMAO have also jointly made covenants relating to, among other things, jointly preparing a preliminary registration statement containing a prospectus/proxy statement on Form
S-4,
using its reasonable best efforts to cause the registration statement to be declared effective under the Securities Act as promptly as practicable, keeping the registration statement effective as long as is necessary to consummate the Business Combination, using its commercially reasonable efforts to obtain the approval of the matters specified herein at the Meeting, and using its commercially reasonable efforts to do and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Business Combination.
Conditions to Closing
The consummation of the Business Combination is conditioned upon, among other things, (i) the parties receiving the clearances, authorizations and other approvals from governmental authorities, (ii) no governmental authority having issued any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, enjoining or otherwise prohibiting the consummation of the Business Combination and no law or regulation having been adopted that makes consummation of the Business Combination illegal or otherwise prohibited, (iii) the completion of the LMAO stockholder redemption, (iv) the Available Closing Acquiror Cash (as defined in the Merger Agreement) not being less than $15,000,000, (v) LMAO having at least $5,000,001 of net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) remaining upon the consummation of the Closing (after giving effect to the LMAO stockholder redemption), (vi) the registration statement having been declared effective under the Securities Act, (vii) the approval of the stockholders of LMAO and the Company Requisite Stockholders (as defined in the Merger Agreement) being obtained, (viii) the LMAO Common Stock to be issued in connection with the Business Combination having been approved for
 
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listing on Nasdaq, and (ix) SeaStar Medical having amended its Company Options, Company Warrants and Company Restricted Stock Unit Awards (each as defined in the Merger Agreement) to permit their assignment to, and assumption by, LMAO.
The obligations of LMAO and Merger Sub to consummate the Business Combination are further conditioned upon, among other things, (i) the representations and warranties of SeaStar Medical being true and correct to applicable standards, (ii) each of the covenants of SeaStar Medical having been performed or complied with in all material respects, (iii) no Material Adverse Effect (as defined in the Merger Agreement) occurring and continuing immediately prior to the Closing, (iv) SeaStar Medical delivering the Reviewed Financials (as defined in the Merger Agreement) no later than May 15, 2022, (v) the termination of certain indebtedness (along with any liens related thereto) and agreements set forth on SeaStar Medical’s disclosure schedules, and (vi) SeaStar Medical delivering evidence of consents set forth on its disclosure schedules. The obligations of SeaStar Medical to consummate the Business Combination are further conditioned upon, among other things, (i) the representations and warranties of LMAO and Merger Sub being true and correct to applicable standards, (ii) each of the covenants of LMAO and Merger Sub having been performed or complied with in all material respects, and (iii) the Available Closing Cash not being less than $15,000,000.
Termination
The Merger Agreement may be terminated and the Business Combination abandoned:
 
   
by written consent of SeaStar Medical and LMAO;
 
   
by SeaStar Medical or LMAO if the Closing has not occurred on or before July 29, 2022, as such date will be extended to October 29, 2022 in the event that the Sponsor elects, in its sole discretion, to extend the time period by which LMAO must consummate a business combination by depositing additional funds into the Trust Account on or prior to July 29, 2022 pursuant to LMAO’s Letter Agreement, dated January 25, 2021;
 
   
by SeaStar Medical or LMAO if the Closing is permanently enjoined or prevented by the terms of a final,
non-appealable
order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, or a statute, rule, or regulation;
 
   
by SeaStar Medical or LMAO if the approval of the stockholders of LMAO is not obtained at the Special Meeting (as defined in the Merger Agreement) and vote of LMAO stockholders, subject to any adjournment, postponement, or recess of the meeting;
 
   
by SeaStar Medical or LMAO if the other party has breached any of its representations, warranties, covenants or agreements set forth in the Merger Agreement such that the conditions to the Closing would not to be satisfied at the Closing (a “Terminating Breach”), except that, if such Terminating Breach is curable through the exercise of the other party’s commercially reasonable efforts, then, for a period of 30 days after the other party receives written notice from such party of such breach (the “Cure Period”), such termination will not be effective, and such termination will only become effective if the Terminating Breach is not cured within the Cure Period, provided that this termination right will not be available if such party’s failure to fulfill any obligations under the Merger Agreement has been the proximate cause of the failure of the Closing to occur;
 
   
by LMAO if SeaStar Medical and each of the Company Requisite Stockholders have not executed and delivered to LMAO the SeaStar Medical stockholder approval and the Support Agreements within three (3) business days after the execution and delivery of the Merger Agreement;
 
   
by SeaStar Medical in the event that the LMAO Board changes its recommendation that LMAO stockholders vote in favor of the Business Combination; or
 
   
by SeaStar Medical, prior to LMAO obtaining the approval of the stockholders of LMAO, if the LMAO Board fails to include its recommendation that LMAO stockholders vote in favor of the Business
 
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Combination in the proxy statement contained in the registration statement distributed to LMAO stockholders.
The Merger Agreement and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about LMAO, SeaStar Medical or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about LMAO, SeaStar Medical or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that LMAO makes publicly available in reports, statements and other documents filed with the SEC. LMAO and SeaStar investors and securityholders are not third-party beneficiaries under the Merger Agreement.
Certain Related Agreements
Support Agreements
. In connection with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Support Agreement with LMAO and SeaStar Medical pursuant to which the Sponsor has agreed, among other things, to vote or cause to be voted (or express consent or dissent in writing, as applicable) all its shares of Common Stock that are entitled to vote to approve and adopt the Merger Agreement and the Business Combination.
In addition, in connection with the execution of the Merger Agreement, the directors and officers and stockholders who held more than 5% of the equity securities of SeaStar Medical owning approximately 90% of the total voting power of SeaStar Medical (the “Requisite Stockholders”) entered into the Support Agreements with LMAO and SeaStar Medical pursuant to which the Requisite Stockholders agreed to, among other things, (i) consent to, and vote to approve and adopt, the Merger Agreement and the Business Combination, (ii) waive any dissenters’ or approval rights under applicable law in connection with the Business Combination, and (iii) not transfer, subject to certain permitted exceptions, any of such Requisite Stockholder’s SeaStar Medical shares until expiration of the Support Agreements.
Dow Commitment Letter
. On April 21, 2022, LMAO entered into the Dow Commitment Letter with Dow pursuant to which Dow agreed to purchase, and LMAO has agreed to sell to it, at least $5,000,000 worth of LMAO Class A Common Stock. The obligation to consummate the transaction contemplated by the Dow Commitment Letter is conditioned upon the consummation of the transactions contemplated by the Merger Agreement.
Amended and Restated Registration Rights Agreement
. On April 21, 2022, LMAO, Sponsor and certain stockholders of SeaStar Medical who will receive shares of LMAO Common Stock pursuant to the Merger Agreement, entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”), which will become effective upon the consummation of the Business Combination. Pursuant to the Amended and Restated Registration Rights Agreement, among other things, LMAO will be obligated to file, not later than 30 days after the Closing, a registration statement covering the shares of Common Stock issued or issuable to the parties thereto.
In addition, the Sponsor and the Requisite Stockholders agreed that they will not transfer shares of Common Stock held by them prior to the earlier of (x) twelve (12) months after the Closing and (y) the date on which the last sales price of Common Stock equals or exceeds $12.00, subject to adjustment as provided therein, for any 20 trading days within any
30-consecutive-day
trading period commencing at least 150 days after the Closing. The Sponsor also agreed that it will not transfer its private placement warrants that it obtained in connection with the IPO (or any Common Stock issued upon the exercise of such warrant) until 30 days after Closing.
 
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Director Nomination Agreement
. At the Closing, the Sponsor and LMAO will enter into the Director Nomination Agreement, substantially in the form attached as
Annex F
to this proxy statement/prospectus, providing the Sponsor certain director nomination rights, including the right to appoint or nominate for election to the Board, as applicable, two individuals, to serve as Class II directors of the Combined Company, for a specified period following the Closing.
Regulatory Approval
Neither LMAO nor SeaStar Medical is aware of any federal or state regulatory requirements that must be complied with or approval that must be obtained in connection with the Business Combination.
Management
Effective as of the Closing, the Combined Company board of directors will have seven directors, two of which will be appointed by LMAO pursuant to the Merger Agreement and the Director Nomination Agreement, and the remainder of which will be appointed by SeaStar Medical. Effective as of the Closing, all of the executive officers of SeaStar Medical immediately prior to the Closing shall resign and the individuals serving as executive officers of the Combined Company immediately after the Closing will be the same individuals (in the same offices) as those of SeaStar Medical immediately prior to the Closing.
See “
Directors and Executive Officers of the Combined Company after the Business Combination
” for additional information.
Voting Securities
As of the Record Date, there were [13,041,000] shares of Common Stock issued and outstanding. Only LMAO stockholders who hold shares of Common Stock of record as of the close of business on [●], 2022 are entitled to vote at the Meeting or any adjournment thereof. Approval of the Business Combination Proposal, the Governance Proposals, the Stock Plan Proposal, the ESPP Proposal, the Nasdaq Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the votes cast by LMAO stockholders present in person or represented by proxy at the Meeting and entitled to vote thereon. Approval of the Director Election Proposal requires a plurality vote of the shares of Common Stock cast in respect of that Proposal and entitled to vote thereon at the Meeting. Approval of the Charter Approval Proposal will require the affirmative vote of a majority of the issued and outstanding shares of Common Stock. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker
non-vote)
will not be counted in the nominee’s favor.
Attending the Meeting either in person or by submitting your proxy and abstaining from voting will have no effect on the Proposals, other than the Charter Approval Proposal, where abstentions will count as votes “AGAINST” the Charter Approval Proposal and, assuming a quorum is present, broker
non-votes
will have no effect on the Proposals, other than the Charter Approval Proposal, for which it will have the same effect as voting against the Proposal.
As of [●], 2022, a total of [2,587,500] shares of Common Stock, or approximately 20% of the outstanding shares, were subject to the Letter Agreement or the Sponsor Support Agreement. As a result, only [3,933,001] shares of common stock held by the public stockholders will need to be present and entitled to vote to satisfy the quorum requirement for the Meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the votes cast by the stockholders represented in person or by proxy and entitled to vote thereon at a meeting at which a quorum is present, assuming only the minimum number of shares of common stock to
 
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constitute a quorum is present, only [672,751] shares of Common Stock, or approximately [6.4]% of the [10,453,500] shares of Common Stock held by the public stockholders, must vote in favor of the Business Combination Proposal for it to be approved.
Appraisal Rights
Appraisal rights are not available to holders of shares of Common Stock in connection with the proposed Business Combination under Delaware law.
Redemption Rights
Pursuant to the Existing Charter, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public shares. As of [
        
], 2022, this would have amounted to approximately $[10.20] per share.
You will be entitled to receive cash for any public shares to be redeemed only if you:
 
  (i)
hold public shares; and
 
  (ii)
prior to 5:00 p.m., Eastern Time, on [●], 2022, (a) submit a written request to Continental that LMAO redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through DTC.
If a holder of Common Stock exercises his or her redemption rights, then such holder will be exchanging his or her public shares for cash and will no longer own shares of the Combined Company. 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 Continental in accordance with the procedures described herein. Please see the section titled “
The Meeting
 
-
 
Redemption Rights
” for the procedures to be followed if you wish to redeem your public shares for cash.
Ownership of the Combined Company After the Closing
As of [●], 2022, there are [10,453,500] shares of Class A Common Stock issued and outstanding, and [2,587,500] shares of Class B Common Stock issued and outstanding. There is outstanding an aggregate of [16,088,000] warrants, which includes [5,738,000] private placement warrants and [10,350,000] public warrants. Each warrant entitles the holder thereof to purchase one share of Class A Common Stock and, following the Business Combination, will entitle the holder thereof to purchase one share of Common Stock of the Combined Company.
It is anticipated that, upon the closing of the Business Combination, under the “no redemptions” scenario, LMAO’s public stockholders (other than the shares issued to the Dow Pension Funds in connection with the Dow Commitment Letter) would retain an ownership interest of approximately 48.7% in the Combined Company, the Sponsor, the sole holder of founder shares would retain an ownership interest of approximately 12.1% in the Combined Company and the SeaStar Medical stockholders (which includes the minimum $5,000,000 worth of Class A Common Stock that will be issued to the Dow Pension Funds in connection with the Dow Commitment Letter as the Dow Pension Funds are current shareholders of SeaStar Medical) would own approximately 39.2% of the outstanding Common Stock of the Combined Company.
Under the “maximum redemptions” scenario, LMAO’s public stockholders (other than the shares issued to the Dow Pension Funds in connection with the Dow Commitment Letter) would retain an ownership interest of
 
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approximately 8.6% in the Combined Company, the Sponsor, the sole holder of founder shares would retain an ownership interest of approximately 21.5% in the Combined Company and the SeaStar Medical stockholders (which includes the minimum $5,000,000 worth of Class A Common Stock that will be issued to Dow in connection with the Dow Commitment Letter as Dow is a current shareholder) would own approximately 69.9% of the outstanding Common Stock of the Combined Company. The following summarizes the pro forma ownership of Common Stock following the Business Combination and the issuance of shares to the Dow Pension Funds pursuant to the Dow Commitment Letter assuming no redemptions, 50% redemptions and maximum redemptions scenarios.
The ownership percentages reflected in the table are based upon the number of shares of SeaStar Medical Common Stock and Common Stock issued and outstanding as of [June 30], 2022 and are subject to the following additional assumptions:
 
   
all SeaStar Medical equity is computed on a fully-diluted basis including all outstanding options, warrants and restricted stock units, and assumes the Convertible Note Conversion and the Preferred Stock Conversion have occurred;
 
   
the shares to be issued to SeaStar Medical stockholders (A) does not account for (i) the issuance of any additional shares upon the closing of the Business Combination under the Incentive Plan and ESPP and (ii) the withholding of shares of Common Stock to pay future exercises under the SeaStar Medical warrants and options assumed by LMAO or the settlement of SeaStar Medical restricted stock units assumed by LMAO, and (B) assumes (i) that the Dow Pension Funds only purchase the minimum amount under the Dow Commitment Letter and (ii) that SeaStar Medical neither has any indebtedness to be repaid at Closing nor incurs transaction expenses in excess of the transaction expenses cap;
 
   
no exercise of LMAO warrants; and
 
   
no issuance of additional securities by LMAO prior to the Closing of the Business Combination.
If any of these assumptions are not correct, these percentages will be different.
For purposes of the table:
No Redemptions
: This scenario assumes that no LMAO public stockholders exercise their redemption rights with respect to their Class A Common Stock upon consummation of the Business Combination.
50% Redemptions
: This scenario assumes that LMAO public stockholders holding approximately 5,175,000 shares of Class A Common Stock will exercise their redemption rights upon consummation of the Business Combination.
 
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Maximum Redemptions
: This scenario assumes that public stockholders holding approximately 9,420,000 shares of Class A Common Stock will exercise their redemption rights upon consummation of the Business Combination. Pursuant to the terms of the underwriting agreement dated as of January 25, 2021, Maxim agreed to waive its right to redeem 103,500 shares of Class A Common Stock in connection with the Business Combination.
 
    
No

Redemption
(1)(2)
   
50%
Redemption
(1)(2)
   
Maximum

Redemption
(1)(2)
 
Shares:
      
LMAO Public Stockholders
     10,453,500       5,278,500       1,033,500  
Sponsor
     2,587,500       2,587,500       2,587,500  
SeaStar Stockholders
(3)
     8,407,774       8,407,774       8,407,774  
  
 
 
   
 
 
   
 
 
 
    
21,448,774
   
16,273,774
   
12,028,774
 
Ownership Percentage
      
LMAO Public Stockholders
  
 
48.7
 
 
32.4
 
 
8.6
Sponsor
  
 
12.1
 
 
15.9
 
 
21.5
SeaStar Stockholders
(3)
  
 
39.2
 
 
51.7
 
 
69.9
 
(1)
LMAO will pay Maxim an aggregate amount of $3,622,500 as deferred underwriting fees upon the completion of the Business Combination. The following table presents the underwriting fees, which includes an underwriting discount of $2,070,000, as a percentage of the aggregate proceeds from the IPO across various redemption scenarios:
 
Assuming No Redemption
 
Assuming 50% Redemption
 
Assuming Maximum Redemption
Number of
Shares
Remaining
   Fee as a% of
IPO Proceeds
(net of
Redemptions)
  Number of
Shares
Remaining
   Fee as a% of
IPO Proceeds
(net of
Redemptions)
  Number of
Shares
Remaining
   Fee as a% of
IPO Proceeds
(net of
Redemptions)
10,453,500
   5.5%   5,278,500    11.2%   1,033,500    76.8%
 
(2)
Stockholders will experience additional dilution to the extent the Combined Company issues additional shares of Common Stock after the Closing. The table above excludes (a) [16,088,000] shares of Common Stock that will be issuable upon the exercise of the [5,738,000] Private Placement Warrants and [10,350,000] public warrants; (b) [710,295] shares of Common Stock that will be issuable upon the exercise of [57,942] SeaStar Medical warrants and [271,280] SeaStar Medical options, and settlement of [255,000] SeaStar Medical restricted stock units assumed by LMAO; (c) 1,270,000 shares of Common Stock that will initially be available for issuance under the Incentive Plan; and (d) 380,000 shares of Common Stock that will be available for issuance under the ESPP. The following table illustrates the impact on relative ownership levels assuming the issuance of all such shares:
 
   
Assuming No
Redemption
   
Assuming 50%
Redemption
   
Assuming Maximum
Redemption
 
   
Shares
   
Percentage
   
Shares
   
Percentage
   
Shares
   
Percentage
 
Total shares of Common Stock outstanding at Closing
    21,448,774       53.68     16,273,774       46.80     12,028,774       39.39
Shares underlying public warrants
    [10,350,000     25.90     [10,350,000     29.76     [10,350,000     33.90
Shares underlying Private Placement Warrants
    [5,738,000     14.36     [5,738,000     16.50     [5,738,000     18.79
Shares underlying SeaStar assumed equity awards
    [710,295     1.78     [710,295     2.04     [710,295     2.33
Shares initially reserved for issuance under the Incentive Plan
(a)
    1,270,000       3.18     1,270,000       3.65     1,270,000       4.16
Shares initially reserved for issuance under the ESPP
    380,000       0.95     380,000       0.09     380,000       1.24
Shares initially reserved for Seastar warrants
    57,942       0.15     57,942       0.17     57,942       0.19
Total Shares
    [39,955,011     100     [34,780,011     100     [30,535,011     100
 
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  (a)
On the first trading day in January each calendar year, beginning with 2023, the number of shares of Common Stock available for issuance under the Incentive Plan will automatically increase by three percent (3%) of the total number of shares of Common Stock outstanding on the last trading day of December of the immediately preceding calendar year.
 
(3)
Includes 500,000 shares issued to the Dow Pension Funds pursuant to the Dow Commitment Letter (assuming a purchase price of $10 per share).
Interests of Certain Persons in the Business Combination
When you consider the recommendation of the Board in favor of adoption of the Business Combination Proposal and other Proposals, you should keep in mind that LMAO’s directors, officers, and certain advisors have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including that:
 
   
If an initial business combination is not completed within 18 months from the closing of the IPO (or 21 months from the closing of the IPO, if we extend the period of time to consummate a business combination, as described in more detail in this proxy statement/prospectus), LMAO will be required to liquidate. In such event, [2,587,500] shares of Class B Common Stock held by the Sponsor, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. If such founder shares were unrestricted and freely tradeable, they would be valued at approximately $26.3 million, based on the closing price of Class A Common Stock on June 30, 2022.
 
   
If an initial business combination is not completed within 18 months from the closing of the IPO (or 21 months from the closing of the IPO, if we extend the period of time to consummate a business combination, as described in more detail in this proxy statement/prospectus), the private placement warrants held by the Sponsor will expire worthless.
 
   
That the Sponsor and its affiliates can earn a positive rate of return on their investment even if LMAO’s public stockholders experience a negative return following the consummation of the Business Combination.
 
   
The exercise of LMAO’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interests.
 
   
If the Business Combination with SeaStar Medical is completed, pursuant to the Director Nomination Agreement, the Sponsor will have a right to designate two (2) directors of the Combined Company board of directors.
 
   
In connection with the determination of the valuation of SeaStar Medical, LMAO engaged Skyway Capital Markets, LLC (“Skyway”) to act as financial advisor to LMAO. One of LMAO’s board members, Marty Traber, is the Chairman of Skyway. The Board was made aware of Mr. Traber’s connection to Skyway, discussed that Mr. Traber could derive directly or indirectly a pecuniary benefit given the fee paid by LMAO to Skyway in connection with their services and ultimately the remainder of the Board (other than Mr. Traber) unanimously approved the engagement of Skyway to act as financial advisor to LMAO.
 
   
The Sponsor and its affiliates are active investors across a number of different investment platforms and companies, which we and our Sponsor believe improved the volume and quality of opportunities that were available to LMAO. However, it also creates potential conflicts and the need to allocate investment opportunities across multiple entities. In order to provide our Sponsor with the flexibility to evaluate opportunities across these platforms, our Existing Charter provides that LMAO renounces its interest in any business combination opportunity offered to any of our directors or officers unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of LMAO, is an opportunity that we are legally permitted to undertake, would be reasonable for LMAO to pursue, and the
 
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director or officer is permitted to refer the opportunity to us without violating any legal obligation. This waiver allows our Sponsor and its affiliates to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the entity. We do not believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on our search for an acquisition target.
 
   
In connection with our IPO, Maxim was engaged to act as sole manager to LMAO and is entitled to a deferred underwriting fee of $3,622,500 upon the completion of the Business Combination. In connection with the IPO, Maxim received an underwriting discount of $2,070,000. In the event that the Business Combination is not consummated and LMAO is unable to consummate another business combination within the timeline required by LMAO’s organizational documents, Maxim would not be entitled to receive the deferred portion of the IPO underwriter fees. Pursuant to the terms of the underwriting agreement dated as of January 25, 2021, Maxim agreed to waive its right to redeem 103,500 shares of Class A Common Stock in connection with the Business Combination.
 
   
Maxim and LMAO entered into an engagement letter on March 4, 2021 (the “Maxim-LMAO Engagement Letter”), pursuant to which Maxim provided LMAO with due diligence and financial advisory services until such engagement was terminated pursuant to a termination letter (the “Termination Letter”) entered into on April 21, 2022 (the “Advisory Termination Date”). Prior to the Advisory Termination Date, representatives of Maxim assisted LMAO in efforts to identify and evaluate potential candidates for business combination targets in consideration for advisory fees that Maxim, pursuant to the Termination Letter, agreed to forgo in connection with the Business Combination (provided that if LMAO consummates an initial business combination with a target other than SeaStar Medical that is identified by Maxim during the twelve month period following the Advisory Termination Date, Maxim will be entitled to a portion of the fees otherwise payable to Maxim under the Maxim-LMAO Engagement Letter). Prior to the Advisory Termination Date, a portion of the fees payable under the Maxim-LMAO Engagement Letter would have been due only upon consummation of the Business Combination or another business combination by LMAO within the timeline required by LMAO’s organizational documents.
 
   
LMAO also engaged Maxim to act as sole placement agent in connection with a potential private investment in public equity in connection with the Business Combination. Maxim will receive a fee equal to 7.0% of the gross proceeds received by LMAO in the private investment in public equity (not including proceeds from certain investors, including the Dow Pension Funds) and expense reimbursements in connection therewith. The fees owed to Maxim by LMAO (including Maxim’s deferred underwriting fee) are contingent upon the closing of the Business Combination or the completion of a private investment in public equity.
 
   
Maxim and SeaStar Medical entered into an engagement letter dated August 14, 2021 (the “Maxim-SeaStar Engagement Letter”), pursuant to which SeaStar Medical retained Maxim as its exclusive financial advisor and investment banker to provide certain financial advisory and investment banking services, including advisory services in connection with the Business Combination. As consideration for Maxim’s services under the Maxim-SeaStar Engagement Letter, Maxim is entitled to receive, and SeaStar Medical agreed to pay Maxim, (i) a monthly retainer fee of $15,000 per month for the term of the Maxim-SeaStar Engagement Letter (for a minimum of six (6) months) and (ii) a cash fee of 2.0% of the enterprise value of the combined entity following consummation of the Business Combination (to be no less than $500,000), to be paid on the Closing Date (the “Transaction Fee”). As of June 30, 2022, SeaStar Medical has paid a total of $150,000 in monthly retainer fees to Maxim, which will offset the Transaction Fee upon the consummation of the Business Combination. In addition, SeaStar Medical agreed to reimburse Maxim for reasonable expenses incurred in connection with the engagement. The Maxim-SeaStar Engagement Letter contains customary indemnification provisions. Either party may terminate the Maxim-SeaStar Engagement Letter (i) for cause or (ii) at any time after six (6) months with written notice to the other party.
 
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The Board was fully informed that representatives of Maxim, in Maxim’s capacity as SeaStar Medical’s advisor pursuant to the Maxim-SeaStar Engagement Letter, communicated with LMAO and with other potential merger candidates, on behalf of SeaStar Medical, in relation to a potential transaction involving SeaStar Medical and that the services Maxim provided to SeaStar Medical included assisting with evaluating the commercial terms of the letter of intent submitted by LMAO. SeaStar Medical, in turn, was fully informed that, while representatives of Maxim were providing advisory services to SeaStar Medical, other representatives of Maxim were, prior to termination of the Maxim-LMAO Engagement Letter, providing services to LMAO as their advisor, including the evaluation of potential acquisition opportunities, until the Termination Letter was executed. Maxim did not, in its capacity as advisor to LMAO prior to the Termination Letter, or in its capacity as placement agent for the potential private investment in public equity, provide to the Board any appraisal, valuation report, fairness opinion or other report related to the potential valuation of SeaStar Medical. Prior to determining to proceed with the Business Combination, the Board engaged Skyway for the purpose of reviewing SeaStar Medical’s financial models and projections and to provide valuation and financial advice to the Board. After careful consideration, the Board made its determination that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, LMAO and its stockholders.
These interests as described above may influence the Board in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. In particular, the existence of the interests described above may incentivize LMAO’s officers and directors to complete an initial business combination, even if on terms less favorable to LMAO’s stockholders compared to liquidating LMAO, because, among other things, if LMAO is liquidated without completing an initial business combination, the founder shares and private placement warrants would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $27 million based on the closing price of Class A Common Stock and LMAO warrants on June 30, 2022), any out-of-pocket expenses advanced by the Sponsor and loans made by the Sponsor to LMAO would not be repaid to the extent such amounts exceed cash held by LMAO outside of the Trust Account (which such expenses and loans, as of June 30, 2022, amounted to approximately $0.8 million).
See
“Proposal 1 - The Business Combination Proposal - Interests of Certain Persons in the Business Combination”
for additional information.
Anticipated Accounting Treatment
The Business Combination will be accounted for as a “reverse recapitalization” in accordance with GAAP. Under this method of accounting LMAO will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the SeaStar Medical stockholders are expected to have a majority of the voting power of the Combined Company, SeaStar Medical will comprise all of the ongoing operations of the Combined Company, SeaStar Medical will comprise a majority of the governing body of the Combined Company, and SeaStar Medical’s senior management will comprise all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of SeaStar Medical issuing shares for the net assets of LMAO, accompanied by a recapitalization. The net assets of LMAO will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of SeaStar Medical.
Material U.S. Federal Income Tax Consequences of the Business Combination
In the event that a holder elects to redeem its Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of Common Stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code.
 
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Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular holder at the time such holder exercises his, her, or its redemption rights. See “
Material U.S. Federal Income Tax Consequences
 
-
 
Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights
” for a more detailed discussion of the U.S. federal income tax consequences of a holder electing to redeem its Common Stock for cash.
Recommendations of the Board and Reasons for the Business Combination
After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, LMAO and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board reviewed various industry and financial data and the evaluation of materials provided by SeaStar Medical. The Board supported the decision to enter into the Business Combination because SeaStar Medical has (i) a unique and highly disruptive business model, (ii) an attractive opportunity for growth, (iii) strong institutional backing, and (iv) an experience management team. The Board did not obtain a fairness opinion on which to base its assessment. The Board recommends that LMAO stockholders vote:
 
   
FOR the Business Combination Proposal;
 
   
FOR the Charter Approval Proposal;
 
   
FOR the Governance Proposals;
 
   
FOR the Stock Plan Proposal;
 
   
FOR the ESPP Proposal;
 
   
FOR the Nasdaq Proposal;
 
   
FOR the Director Nomination Proposal; and
 
   
FOR the Adjournment Proposal.
Emerging Growth Company
LMAO is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in LMAO’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. LMAO has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, LMAO, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of LMAO’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
 
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LMAO will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of LMAO’s initial public offering, (b) in which it has total annual gross revenue of at least $1.07 billion or (c) in which LMAO is deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our common equity that is held by
non-affiliates
exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in
non-convertible
debt securities during the prior three-year period.
Summary Risk Factors
In evaluating the Business Combination and the Proposals to be considered and voted on at the Meeting, you should carefully review and consider the risk factors set forth under the section entitled “
Risk Factors
” beginning on page 37 of this proxy statement/prospectus. Some of these risks related to are summarized below. References in the summary below to “SeaStar Medical” generally refer to SeaStar Medical in the present tense or to the Combined Company from and after the Business Combination.
The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “
Risk Factors
” section below. This summary should be read in conjunction with the “
Risk Factors
” section and should not be relied upon as an exhaustive summary of the material risks facing LMAO’s, SeaStar Medical’s and/or the Combined Company’s business.
Risks Related to SeaStar Medical’s Financial Condition
 
   
SeaStar Medical has incurred significant losses since its inception and anticipates that it will continue to incur significant losses for the foreseeable future.
 
   
SeaStar Medical has not generated any significant revenue and may never be profitable and SeaStar Medical has a limited operating history, which makes it difficult to forecast its future results of operations.
 
   
If SeaStar Medical fails to obtain additional financing, it would be forced to delay, reduce or eliminate its product development program, which may result in the cessation of its operations.
 
   
SeaStar Medical’s ability to use its net operating losses to offset future taxable income may be subject to certain limitations.
Risks Related to SeaStar Medical’s Business Operations
 
   
SeaStar Medical has not received, and may never receive, approval from the FDA to market its product in the United States or abroad and SeaStar Medical is subject to certain risks relating to pursuing an FDA approval via the HDE pathway, including limitations on the ability to profit from sales of the product.
 
   
SeaStar Medical will initially depend on revenue generated from a single product and in the foreseeable future will be significantly dependent on a limited number of products.
 
   
If SeaStar Medical fails to comply with extensive regulations of United States and foreign regulatory agencies, the commercialization of its products could be delayed or prevented entirely.
 
   
Delays in successfully completing SeaStar Medical’s planned clinical trials could jeopardize its ability to obtain regulatory approval and delays, interruptions or the cessation of production by its third-party suppliers of important materials or delays in qualifying new materials, may prevent or delay SeaStar Medical’s ability to manufacture or process its SCD device.
 
   
Difficulties in manufacturing SeaStar Medical’s SCD could have an adverse effect upon its revenue and expenses.
 
   
SeaStar Medical faces intense competition in the medical device industry and its SCD technology may become obsolete.
 
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If SeaStar Medical or its contractors or service providers fail to comply with laws and regulations, it or they could be subject to regulatory actions, which could affect its ability to develop, market and sell its product candidates and any other future product candidates and may harm its reputation.
 
   
SeaStar Medical intends to outsource and rely on third parties for the clinical development and manufacturing, sales and marketing of its SCD or any future product candidates that it may develop, and its future success will be dependent on the timeliness and effectiveness of the efforts of these third parties.
 
   
SeaStar Medical is and will be exposed to product liability risks, and clinical and preclinical liability risks, which could place a substantial financial burden upon it should it be sued.
 
   
Should SeaStar Medical’s products be approved for commercialization, a lack of third-party coverage and reimbursement for SeaStar Medical’s devices could delay or limit their adoption or adverse changes in reimbursement policies and procedures by payors may impact SeaStar Medical’s ability to market and sell its products.
 
   
A small number of SeaStar Medical’s shareholders, including its major stockholder, the Dow Pension Funds, could significantly influence its business.
Risks Related to SeaStar Medical’s Intellectual Property
 
   
SeaStar Medical relies upon exclusively licensed patent rights from third parties which are subject to termination or expiration. If licensors terminate the licenses or fail to maintain or enforce the underlying patents, SeaStar Medical’s competitive position could be materially harmed.
 
   
If SeaStar Medical is unable to obtain and maintain sufficient patent protection for its products, if the scope of the patent protection is not sufficiently broad, or if the combination of patents, trade secrets and contractual provisions upon which it relies to protect its intellectual property are inadequate, its competitors could develop and commercialize similar or identical products, and SeaStar Medical’s ability to commercialize such products successfully may be adversely affected.
 
   
The United States government may exercise certain rights with regard to SeaStar Medical’s inventions, or licensors’ inventions, developed using federal government funding.
 
   
Intellectual property rights do not necessarily address all potential threats to SeaStar Medical’s competitive advantage.
 
   
SeaStar Medical may obtain only limited geographical protection with respect to certain patent rights, which may diminish the value of its intellectual property rights in those jurisdictions and prevent it from enforcing its intellectual property rights throughout the world.
Risks Related to Being a Public Company
 
   
The Combined Company does not have experience operating as a United States public company and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act.
 
   
The Combined Company may not be able to consistently comply with all of Nasdaq’s Listing Rules.
 
   
SeaStar Medical identified a material weakness in its internal control over financial reporting. If the Combined Company is unable to develop and maintain an effective system of internal controls over financial reporting, the Combined Company may not be able to accurately report its financial results in a timely manner, which may materially and adversely affect the Combined Company’s business, results of operations and financial condition.
 
   
The Combined Company may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
 
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Risks Related to LMAO’s Business and the Business Combination
 
   
LMAO will be forced to liquidate the Trust Account if it cannot consummate a business combination by July 25, 2022 or, if the Sponsor deposits into the Trust Account $1,035,000 on or prior to July 25, 2022, October 25, 2022.
 
   
If the conditions to the Merger Agreement are not met, the Business Combination may not occur.
 
   
If third parties bring claims against LMAO, the proceeds held in the trust could be reduced and the
per-share
redemption amount received by LMAO’s stockholders may be less than [$10.20] per share and LMAO’s stockholders may be held liable for claims by third parties against LMAO to the extent of distributions received by them upon redemption of their shares.
 
   
LMAO is requiring stockholders who wish to redeem their public shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.
 
   
LMAO’s Sponsor, directors, and officers may have certain conflicts in determining to recommend the acquisition of SeaStar Medical, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.
 
   
LMAO’s stockholders will experience immediate dilution as a consequence of, among other transactions, the issuance of Common Stock as consideration in the Business Combination and the shares to Dow pursuant to the Dow Commitment Letter. Having a minority share position may reduce the influence that LMAO’s current stockholders have on the management of LMAO.
 
   
There are risks to LMAO stockholders who are not affiliates of the Sponsor of becoming stockholders of the Combined Company through the Business Combination rather than acquiring securities of SeaStar Medical directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.
 
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SELECTED HISTORICAL FINANCIAL DATA OF LMAO
LMAO’s statement of operations data for the period from October 28, 2020 (inception) through December 31, 2020 and the year ended December 31, 2021 and balance sheet data as of December 31, 2020 and December 31, 2021 are derived from LMAO’s audited financial statements included elsewhere in this proxy statement/prospectus. LMAO’s statement of operations data for the three months ended March 31, 2022 and 2021 and balance sheet data as of March 31, 2022 are derived from LMAO’s unaudited financial statements included elsewhere in this proxy statement/prospectus.
The historical results of LMAO included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of LMAO. You should read the following selected financial data in conjunction with “
Management’s Discussion and Analysis of Financial Condition and Results of Operations of LMAO
” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
 
Statement of Operations Data:
  
For the
Period from
October 28, 2020
(inception)
through
December 31,
2020
   
Year
Ended
December 31, 2021
   
Three Months
Ended
March 31, 2021
   
Three Months
Ended
March 31, 2022
 
Revenues
   $ —       $ —       $ —       $ —    
Loss from operations
     (5,236     (1,122,443     (125,957     (218,656
Gain on warrant liability revaluation
       1,185,940       1,830,660       3,602,133  
Interest earned on investments held in Trust Account . . . . . . . .
     —         11,820       1,754       2,604  
  
 
 
   
 
 
   
 
 
   
 
 
 
Net income (loss) . . . . . . . . . . .
     (5,236     75,317       1,706,457       3,386,081  
  
 
 
   
 
 
   
 
 
   
 
 
 
Weighted average shares outstanding – basic and diluted
        
Class A Common Stock
     —         9,651,587       7,201,300       10,453,500  
Class B Common Stock . . .
     2,156,250       2,554,418       2,453,333       2,587,500  
  
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted net income (loss) per share
        
Class A Common Stock
     —         0.02       0.18       0.26  
Class B Common Stock . . .
     —         0.02       0.18       0.26  
  
 
 
   
 
 
   
 
 
   
 
 
 
 
Balance Sheet Data:
  
As of
December 31,
2020
    
As of
December 31,
2021
    
As of
March 31,
2022
 
Cash
   $ 38,388      $ 51,567      $ 88,064  
Trust Account
     —          105,581,820        105,584,424  
Total assets
     269,208        105,934,441        105,961,152  
Total liabilities
     249,444        10,929,942        7,570,572  
Value of Class A Common Stock subject to redemption
     —          105,570,000        105,570,000  
Stockholders’ equity/(deficit)
     19,764        (10,565,501      (7,179,420
 
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SELECTED HISTORICAL FINANCIAL DATA OF SEASTAR MEDICAL
SeaStar Medical’s statement of operations data for the years ended December 31, 2020 and 2021 and balance sheet data as of December 31, 2020 and December 31, 2021 are derived from SeaStar Medical’s audited financial statements included elsewhere in this proxy statement/prospectus. SeaStar Medical’s statement of operations data for the three months ended March 31, 2022 and 2021 and balance sheet data as of March 31, 2022 are derived from SeaStar Medical’s unaudited financial statements included elsewhere in this proxy statement/prospectus.
The historical results of SeaStar Medical included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of SeaStar Medical. You should read the following selected financial data in conjunction with “
Management’s Discussion and Analysis of Financial Condition and Results of Operations of SeaStar Medical
” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
 
    
Year Ended December 31,
    
Three Months Ended March 31,
 
Statement of Operations Data:
  
2020
    
2021
    
2021
    
2022
 
Operating expenses:
           
Research and development
     4,025,172        2,766,394        746,254        355,198  
General and administrative
     2,427,725        1,682,279        315,571        457,220  
  
 
 
    
 
 
    
 
 
    
 
 
 
Total operating expenses
     6,452,897        4,448,673        1,061,825        812,418  
  
 
 
    
 
 
    
 
 
    
 
 
 
Loss from operations
     (6,452,897      (4,448,673      (1,061,825      (812,418
  
 
 
    
 
 
    
 
 
    
 
 
 
Other income (expense), net:
           
Other income
     84,450        91,402        —          —    
Interest expense
     (3,308,635      (212,436      (1,921      (168,704
Change in fair value of derivative liability
     —          (26,961      —          (22,970
Gain on sale of assets and liabilities held for sale
     71,114        —          —          —    
Loss on disposal of other assets
     (5,658      —          —          —    
Gain on early extinguishment of convertible notes
     6,344,993        —          —          —    
Total other income (expense), net
     3,186,263        (147,995      (1,921      (191,674
  
 
 
    
 
 
    
 
 
    
 
 
 
Loss before income tax provision
     (3,266,634      (4,596,668      (1,063,746      (1,004,092
Income tax provision (benefit)
     9,000        (787      800        —    
  
 
 
    
 
 
    
 
 
    
 
 
 
Net loss
     (3,275,634      (4,595,882      (1,064,546      (1,004,092
  
 
 
    
 
 
    
 
 
    
 
 
 
Net loss per share of common stock, basic and diluted
   $ —        $ —        $ —        $ —    
  
 
 
    
 
 
    
 
 
    
 
 
 
Weighted-average shares outstanding, basic and diluted
     —          —          —          —    
  
 
 
    
 
 
    
 
 
    
 
 
 
 
    
As of December 31,
2020
    
As of December 31,
2021
    
As of March 31,
2022
 
Balance Sheet Data
:
        
Cash
   $ 2,806,585      $ 509,874      $ 207,294  
Total assets
     2,909,196        603,384        427,465  
Accumulated deficit
     (71,716,455      (76,311,857      (77,315,949
Total stockholders’ deficit
     (71,583,884      (76,164,540      (77,164,775
 
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RISK FACTORS
You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement/prospectus, before making a decision on the Business Combination. Risks related to SeaStar Medical, including risks related to SeaStar Medical’s business, financial position and capital requirements, development, regulatory approval and commercialization, dependence on third parties, intellectual property and taxation, will continue to be applicable to the Combined Company after the closing of the Business Combination.
Risks Related to SeaStar Medical’s Financial Condition
SeaStar Medical has incurred significant losses since its inception and anticipates that it will continue to incur significant losses for the foreseeable future.
SeaStar Medical is a medical technology company focused primarily on developing and commercializing its lead product candidate, the SCD, for pediatric and adult acute kidney injury (“AKI”) indications. SeaStar Medical recently submitted a Humanitarian Device Exemption (“HDE”) application with the FDA for pediatric patients with acute kidney injury (“AKI”) on continuous renal replacement therapy (“CRRT”). In addition, SeaStar Medical is finalizing the design of a pivotal trial with AKI on CRRT. It received a Breakthrough Device Designation from the FDA on April 29, 2022 for the proposed treatment of immunomodulatory dysregulation in adult patients who are 18 years and older with AKI. There is no guarantee that SeaStar Medical will complete any planned clinical trial in a timely manner, or at all, nor will there be any assurance that positive data will be generated from such trial. Even if SeaStar Medical is able to generate positive results from this trial, the FDA and other regulatory agencies may require SeaStar Medical to conduct additional trials to support the study or disagree with the design of the trial and request changes or improvements to such design. To date, SeaStar Medical has not obtained regulatory approval to commercialize or sell any of its SCD product candidates, and it does not expect to generate any significant revenue for the foreseeable future. It has incurred significant net losses since its inception and had an accumulated deficit of approximately $77.3 million, $76.3 million and $71.7 million, as of March 31, 2022 December 31, 2021 and 2020, respectively.
SeaStar Medical has devoted most of its financial resources to research and development, including clinical trials and
non-clinical
development activities, and to obtain regulatory approval of its SCD product candidates. To date, SeaStar Medical has financed its operations primarily through the sale of equity and debt securities, including issuance of convertible promissory notes. The size of its future net losses will depend, in part, on the rate of future expenditures and its ability to generate revenues. To date, none of its product candidates have generated significant revenue, and if its product candidates are not successfully developed or commercialized, or if revenues are insufficient following marketing approval, it will not achieve profitability and its business may fail. Even if SeaStar Medical successfully obtains regulatory approval to market its product candidates in the United States, its revenues are also dependent upon the size of the markets outside of the United States, regulatory approval outside of the United States, and its ability to obtain market approval and achieve commercial success.
SeaStar Medical expects to continue to incur substantial and increased expenses as it expands research and development activities and advances clinical programs through the regulatory approval process. SeaStar Medical also expects an increase in its expenses associated with preparing for the potential commercialization of its products and creating additional infrastructure to support operations as a public company. As a result of the foregoing, it expects to continue to incur significant and increasing losses and negative cash flows for the foreseeable future.
SeaStar Medical has not generated any significant revenue and may never be profitable.
SeaStar Medical’s ability to generate revenue and achieve profitability depends on its ability, alone or with collaborators, to successfully complete the development, obtain the necessary regulatory approvals of and commercialize its lead product candidate, the SCD. It does not anticipate generating revenues from its product
 
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candidates’ sales for the foreseeable future. Its ability to generate future revenues from product sales depends heavily on its success with the following items:
 
   
completing the clinical development of its SCD, initially for the treatment of adult AKI in the hospital setting;
 
   
obtaining regulatory approval for its SCD for the designated indication, including the HDE in pediatrics and PMA for adults;
 
   
launching and commercializing its SCD, including building a hospital-directed sales force and collaborating with third parties;
 
   
obtaining third party reimbursement status from government agencies and insurance carriers; and
 
   
entering into collaboration agreement and partnerships to commercialize its products.
Because of the numerous risks and uncertainties associated with medical device product development, SeaStar Medical is unable to predict the timing or amount of increased expenses, when, or if, it will be able to achieve or maintain profitability. In addition, its expenses could increase beyond expectations if it is required by the FDA to perform additional, unanticipated studies.
Even if its product candidates are approved for commercial sale, SeaStar Medical anticipates incurring significant costs associated with commercializing any approved product candidate. In the case of its SCD product candidate for the treatment of pediatric AKI, even if SeaStar Medical receives approval from the FDA for its HDE application, SeaStar Medical will be limited in its ability to sell and distribute its SCD units due to certain restrictions under the HDE requirements that limit the number of units that can be sold on an annual basis, which will further limit the amount of revenue that could be generated by SeaStar Medical. Even if it is able to generate revenues from the sale of its products, SeaStar Medical may not become profitable and may need to obtain additional funding to continue operations.
SeaStar Medical has a limited operating history, which makes it difficult to forecast its future results of operations.
SeaStar Medical has not received approval from the FDA and other regulatory authorities to sell its SCD product candidates and therefore it has a limited commercial operating history. According, SeaStar Medical’s ability to accurately forecast future results of its operations is limited and subject to a number of uncertainties and risks, including its ability to plan for and model future growth. If SeaStar Medical receives regulatory approval to market and sell its SCD product candidates, its revenue growth could slow in the future, or its revenue could decline or fluctuate for a number of reasons, including slowing demand for its products, increasing competition, changing demand in the markets, new scientific or technological developments, a decrease in the growth of its overall market, its failure to attract more customers, the inability to obtain reimbursement for its products by government agencies and insurers, or its failure, for any reason, to continue to take advantage of growth opportunities. If its assumptions regarding these risks and uncertainties and its future revenue growth are incorrect or change, or if it does not address these risks successfully or forecast its results accurately, SeaStar Medical’s operating and financial results could differ materially from its expectations, and its business could suffer.
If SeaStar Medical fails to obtain additional financing, it would be forced to delay, reduce or eliminate its product development program, which may result in the cessation of its operations.
Developing medical device products, including conducting preclinical studies and clinical trials, is expensive. SeaStar Medical expects its research and development expenses to substantially increase in connection with its ongoing activities, particularly as it advances its clinical programs. As of March 31, 2022 and December 31, 2021, SeaStar Medical had negative working capital of approximately $3.2 million and $2.5 million, respectively, and its audit report in its 2021 financial statements contains an
emphasis-of-matter
 
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paragraph, stating that its recurring losses from operations and cash used in operating activities raise substantial doubt as to SeaStar Medical’s ability to continue as a going concern. If SeaStar Medical does not have sufficient capital following the Business Combination or is otherwise not able to raise additional capital, SeaStar Medical will need to seek alternative financing in order to continue its operations. While a private placement in public equity is contemplated in connection with the closing of the Business Combination, even if such investment is completed, SeaStar Medical will need to raise additional funds to support its operations and complete its planned regulatory approval process, and such funding may not be available on acceptable terms, or at all.
Even if SeaStar Medical receives sufficient capital following the Business Combination, SeaStar Medical will be required to raise additional funds to support its own operations and complete its planned regulatory approval process, and such funding may not be available in sufficient amounts or on acceptable terms to SeaStar Medical, or at all. If it is unable to raise additional capital when required or on acceptable terms, SeaStar Medical may be required to:
 
   
significantly delay, scale back or discontinue the development or commercialization of its product candidates;
 
   
seek corporate partners on terms that are less favorable than might otherwise be available;
 
   
relinquish or license on unfavorable terms, its rights to technologies or product candidates that it otherwise would seek to develop or commercialize itself.
If it is unable to raise additional capital in sufficient amounts or on acceptable terms, SeaStar Medical will be prevented from pursuing development and commercialization efforts, including completing the clinical trials and regulatory approval process for its SCD product candidates, which would have a material adverse impact on its business, results of operations and financial condition.
SeaStar Medical’s ability to use its net operating losses to offset future taxable income may be subject to certain limitations.
As of March 31, 2022, SeaStar Medical had net operating loss (“NOL”) carryforwards for federal and California state income tax purposes of approximately $78.1 million and $23.1 million, respectively, which may be available to offset taxable income in the future. Under the Tax Cuts and Jobs Act of 2017, as modified by the Coronavirus Aid, Relief, and Economic Security Act, federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal net operating losses in tax years beginning after December 31, 2020, is limited to 80% of taxable income. Federal NOLs incurred before 2018 may be carried forward 20 years but are not subject to the taxable income limitation. Under current law, California NOLs generally may be carried forward 20 years (with a limited extension for California NOLs incurred in 2020-2021) without a taxable income limitation. SeaStar Medical’s federal NOLs include $25.2 million that can also be carried forward indefinitely, and the remaining $52.9 million of federal NOLs expire in various years beginning in 2027 for federal purposes. The California NOLs expire beginning in 2039 if not utilized. A lack of future taxable income would adversely affect SeaStar Medical’s ability to utilize these NOLs before they expire.
In general, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” (as defined in Section 382 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize
its pre-change NOLs
to offset future taxable income. SeaStar Medical may experience a future ownership change (including, potentially, in connection with the Business Combination) under Section 382 of the Code that could affect its ability to utilize the NOLs to offset its income. Furthermore, SeaStar Medical’s ability to utilize NOLs of companies that it may acquire in the future may be subject to limitations. There is also a risk that due to legislative or regulatory changes, such as
suspensions on the use of NOLs or other unforeseen reasons, SeaStar Medical’s existing NOLs could expire or otherwise be unavailable to reduce future income tax liabilities, including for state tax purposes. For these
 
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reasons, SeaStar Medical may not be able to utilize a material portion of the NOLs reflected on its balance sheet, even if it attains profitability, which could potentially result in increased future tax liability to SeaStar Medical and could adversely affect its business, results of operations and financial condition.
Risks Related to SeaStar Medical’s Business Operations
SeaStar Medical has not received, and may never receive, approval from the FDA to market its product in the United States or abroad.
SeaStar Medical may encounter various challenges and difficulties in its application to seek approval from the FDA to sell and market its SCD product candidates, including the application for HDE for pediatric AKI indication and the pivotal trial for adult AKI indication. SeaStar Medical is required to submit a substantial amount of supporting documentation for its HDE application to demonstrate the eligibility of the SCD to treat pediatric patients. There is no guarantee that the FDA will approve SeaStar Medical’s application or agree with its position that its SCD meets all regulatory criteria for HDE. In addition, there is no guarantee that SeaStar Medical will be able to complete the AKI adult pivotal trial in a timely manner, or at all, nor will there be any assurance that positive data will be generated from such trials. Even if SeaStar Medical is able to generate positive results from this trial, the FDA and other regulatory agencies may require SeaStar Medical to conduct additional trials to support the study or disagree with the design of the trial and request changes or improvements to such design. SeaStar Medical is also subject to numerous other risks relating to the regulatory approval process, which include but are not limited to:
 
   
an inability to secure and obtain support and references from collaborators and suppliers required by the FDA;
 
   
a disagreement with the FDA regarding the design of the trial, including the number of clinical study subjects and other data, which may require SeaStar Medical to conduct additional testing or increase the size and complexity of its pivotal study;
 
   
a failure to obtain a sufficient supply of filters to conduct its trial;
 
   
an inability to enroll a sufficient number of subjects;
 
   
a shortage of necessary raw materials, such as calcium; and
 
   
delays and failures to train qualified personnel to operate the SCD therapy.
Even if SeaStar Medical obtains approval, the FDA or other regulatory authorities may require expensive or burdensome post-market testing or controls. Any delay in, or failure to receive or maintain, clearance or approval for its future products could prevent SeaStar Medical from generating revenue from these products or achieving profitability. Additionally, the FDA and other regulatory authorities have broad enforcement powers. Regulatory enforcement or inquiries, or other increased scrutiny on SeaStar Medical, could dissuade some physicians from using its products and adversely affect its reputation and the perceived safety and efficacy of its products.
Delays or rejections may occur based on changes in governmental policies for medical devices during the period of product development. The FDA can delay, limit or deny approval of a PMA application for many reasons, including:
 
   
SeaStar Medical’s inability to demonstrate the safety or effectiveness of the SCD or any other product it develops to the FDA’s satisfaction;
 
   
insufficient data from its preclinical studies and clinical trials, including for its SCD, to support approval;
 
   
failure of the facilities of its third-party manufacturers or suppliers to meet applicable requirements;
 
   
inadequate compliance with preclinical, clinical or other regulations;
 
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its failure to meet the FDA’s statistical requirements for approval; and
 
   
changes in the FDA’s approval policies, or the adoption of new regulations that require additional data or additional clinical studies.
If SeaStar Medical is not able to obtain regulatory approval of its SCD in a timely manner or at all, it may not be able to continue to operate its business and may be forced to shut down its operations.
We are subject to certain risks relating to pursuing an FDA approval via the HDE pathway, including limitations on the ability to profit from sales of the product.
Except in certain circumstances, products approved under an HDE cannot be sold for an amount that exceeds the costs of the research and development, fabrication, and distribution of the device (i.e., for profit). Currently, under section 520(m)(6)(A)(i) of the Food, Drug, and Cosmetic Act, as amended (the “FD&C Act”) by the Food and Drug Administration Safety and Innovation Act, a Humanitarian Use Device (“HUD”) is only eligible to be sold for profit after receiving HDE approval if the device (1) is intended for the treatment or diagnosis of a disease or condition that occurs in pediatric patients or in a pediatric subpopulation, and such device is labeled for use in pediatric patients or in a pediatric subpopulation in which the disease or condition occurs; or (2) is intended for the treatment or diagnosis of a disease or condition that does not occur in pediatric patients or that occurs in pediatric patients in such numbers that the development of the device for such patients is impossible, highly impracticable, or unsafe. If an
HDE-approved
device does not meet this eligibility criteria, the device cannot be sold for profit. With enactment of the FDA Reauthorization Act of 2017, Congress provided that the exemption for the HUD/HDE profitability is available as long as the request for an exemption is submitted on or before October 1, 2022. Not receiving an exemption for the HUD/HDE profitability would have a material adverse effect on SeaStar Medical’s business, results of operations and financial condition.
In addition, if the FDA subsequently approves a PMA or clears a 510(k) for the HUD or another comparable device with the same indication, the FDA may withdraw the HDE. Once a comparable device becomes legally marketed through PMA approval or 510(k) clearance to treat or diagnose the disease or condition in question, there may no longer be a need for the HUD and so the HUD may no longer meet the requirements of section 520(m)(2)(B) of the FD&C Act.
SeaStar Medical plans to expand its operations and it may not be able to manage its growth effectively, which could strain its resources and delay or derail implementation of its business objectives.
SeaStar Medical will need to significantly expand its operations to implement its longer-term business plan and growth strategies, including building and expanding its internal organizational infrastructure to complete the regulatory approval process with the FDA. SeaStar Medical will also be required to manage and form new relationships with various strategic partners, technology licensors, customers, manufacturers and suppliers, consultants and other third parties. This expansion and these new relationships will require SeaStar Medical to significantly improve or replace its existing managerial, operational and financial systems, and procedures and controls; to improve the coordination between its various corporate functions; and to manage, train, motivate and maintain a growing employee base. The time and costs to effectuate these steps may place a significant strain on its management personnel, systems and resources, particularly if there are limited financial resources and skilled employees available at the time. SeaStar Medical cannot assure that it will institute, in a timely manner or at all, the improvements to its managerial, operational and financial systems, procedures and controls necessary to support its anticipated increased levels of operations and to coordinate its various corporate functions, or that it will be able to properly manage, train, motivate and retain its anticipated increased employee base. If it cannot manage its growth initiatives, SeaStar Medical will be unable to commercialize its products on a large-scale in a timely manner, if at all, and its business could fail.
 
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SeaStar Medical will initially depend on revenue generated from a single product and in the foreseeable future will be significantly dependent on a limited number of products.
If SeaStar Medical receives approval from the FDA and other regulatory authorities, SeaStar Medical will initially depend on revenue generated from its SCD product candidate for pediatric and adult patients with AKI and in the foreseeable future will be significantly dependent on a single or limited number of products. Given that, for the foreseeable future, SeaStar Medical’s business will depend on a single or limited number of products, to the extent a particular product is not well-received by the market, SeaStar Medical’s sales volume, prospects, business, results of operations and financial condition could be materially and adversely affected.
If SeaStar Medical fails to comply with extensive regulations of United States and foreign regulatory agencies, the commercialization of its products could be delayed or prevented entirely.
SeaStar Medical’s SCD product candidate and research and development activities are subject to extensive government regulations related to its development, testing, manufacturing and commercialization in the United States and other countries. The determination of when and whether a product is ready for large-scale purchase and potential use in the United States will be made by the United States government through consultation with a number of governmental agencies, including the FDA, the National Institutes of Health (“NIH”) and the Centers for Disease Control and Prevention (“CDC”). SeaStar Medical’s SCD has not received regulatory approval from the FDA, or any foreign regulatory agencies, to be commercially marketed and sold. The process of obtaining and complying with FDA and other governmental regulatory approvals and regulations in the United States and in foreign countries is costly, time consuming, uncertain and subject to unanticipated delays. Obtaining such regulatory approvals, if any, can take several years. Despite the time and expense exerted, regulatory approval is never guaranteed. SeaStar Medical is also subject to the following risks and obligations, among others:
 
   
the FDA may refuse to approve an application if it believes that applicable regulatory criteria are not satisfied;
 
   
the FDA may require additional testing for safety and effectiveness;
 
   
the FDA may interpret data from
pre-clinical
testing and clinical trials in different ways than SeaStar Medical interprets them;
 
   
if regulatory approval of a product is granted, the approval may be limited to specific indications or limited with respect to its distribution; and
 
   
the FDA may change its approval policies and/or adopt new regulations.
Failure to comply with these or other regulatory requirements of the FDA may subject SeaStar Medical to administrative or judicially imposed sanctions, including:
 
   
warning letters, untitled letters or other written notice of violations;
 
   
civil penalties;
 
   
criminal penalties;
 
   
injunctions;
 
   
product seizure or detention;
 
   
product recalls; and
 
   
total or partial suspension of productions.
Delays in successfully completing SeaStar Medical’s planned clinical trials could jeopardize its ability to obtain regulatory approval.
SeaStar Medical’s business prospects will depend on its ability to complete studies, clinical trials, including its planned pivotal trials of its SCD for adult AKI indication, obtain satisfactory results, obtain required
 
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regulatory approvals and successfully commercialize its SCD product candidate. The completion of SeaStar Medical’s clinical trials, the announcement of results of the trials and its ability to obtain regulatory approvals could be delayed for a variety of reasons, including:
 
   
slow patient enrollment;
 
   
serious adverse events related to its medical device candidates;
 
   
unsatisfactory results of any clinical trial;
 
   
the failure of principal third-party investigators to perform clinical trials on SeaStar Medical’s anticipated schedules;
 
   
different interpretations of SeaStar Medical’s
pre-clinical
and clinical data, which could initially lead to inconclusive results; and
 
   
delays resulting from the
COVID-19
pandemic.
SeaStar Medical’s development costs will increase if it has material delays in any clinical trial or if it needs to perform more or larger clinical trials than planned. If the delays are significant, or if any of its product candidates do not prove to be safe or effective or do not receive regulatory approvals, SeaStar Medical’s financial results and the commercial prospects for its product candidates would be harmed. Furthermore, SeaStar Medical’s inability to complete its clinical trials in a timely manner could jeopardize its ability to obtain regulatory approval.
The approval requirements for medical products used to fight pandemics, including the
COVID-19
pandemic, are still evolving, and SeaStar Medical’s product for such uses may not meet these requirements.
SeaStar Medical intends to pursue FDA market clearance to treat infectious pandemic threats, including applications to treat patients with
COVID-19
diseases, although it is often not feasible to conduct human studies against these deadly, high-threatening pathogens. SeaStar Medical continues to investigate the potential uses of the SCD in viral diseases under an open Investigational Device Exemption (“IDE”). Based on its studies to date, the SCD can potentially modulate the immune system from proinflammatory conditions to reparative conditions in
COVID-19
patients, and SeaStar Medical has generated clinical data suggesting that it could reduce mortality rates in critically ill
COVID-19
patients. However, such preliminary data is based on a small group of patients and SeaStar Medical currently does not have the resources and capabilities to conduct additional studies and tests to establish proof of concept for
COVID-19
treatments. Even if SeaStar Medical is able to perform such studies, there is not guarantee that it will produce positive results and enhance the benefits of its SCD platform.
Thus, SeaStar Medical may not be able to demonstrate the effectiveness of its treatment through controlled human efficacy studies. Moreover, a change in government policies could impair SeaStar Medical’s ability to obtain regulatory approval and the FDA may not approve any of its product candidates.
Delays, interruptions or the cessation of production by its third-party suppliers of important materials or delays in qualifying new materials, may prevent or delay SeaStar Medical’s ability to manufacture or process its SCD device.
SeaStar Medical currently relies on a single supplier for the filters used in the SCD device for the pediatric AKI indications pursuant to a supply agreement. In the event the current supplier is unable to provide filters for the SCD device or otherwise fails to meet its obligations under the agreement, SeaStar Medical may not be able to obtain a sufficient amount of filters to conduct its trials and commercialize its products. In addition, the supplier may decide to discontinue or terminate the specific type of filters that are required for its SCD for reasons beyond SeaStar Medical’s control, in which case SeaStar Medical will be forced to identify and secure an alternative source that may not be available immediately or at all. FDA review and approval of a new supplier may be required if these materials become unavailable from SeaStar Medical’s current suppliers. Although there may be other suppliers that have equivalent materials that would be available to SeaStar Medical, FDA review of
 
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any alternate suppliers, if required, could take several months or more to obtain, if it is able to be obtained at all. Any delay, interruption or cessation of production by SeaStar Medical’s third-party suppliers of important materials, or any delay in qualifying new materials, if necessary, would prevent or delay SeaStar Medical’s ability to manufacture its SCD.
SeaStar Medical believes that it has sufficient access to the SCD inventory to conduct its current and near future clinical trials, but it is possible that the need for its SCD could increase that may require SeaStar Medical to acquire more filters than it is currently able to purchase under its agreement with its supplier, and SeaStar Medical may not be able to negotiate a new supply agreement successfully. If SeaStar Medical is unable to find alternative sources of supply in a timely manner, any such delay could limit SeaStar Medical’s ability to meet demand for the SCD and delay its ongoing clinical trials, which would have a material adverse impact on its business, results of operations and financial condition.
SeaStar Medical has limited experience in identifying and working with large-scale contracts with medical device manufacturers.
To achieve the levels of production necessary to commercialize its SCD and any other future products, SeaStar Medical will need to secure large-scale manufacturing agreements with contract manufacturers that comply with the manufacturing standards prescribed by various federal, state and local regulatory agencies in the United States and any other country of use. SeaStar Medical has limited experience coordinating and overseeing the manufacturing of medical device products on a large-scale. Manufacturing and control problems could arise as SeaStar Medical attempts to commercialize its products and manufacturing may not be completed in a timely manner or at a commercially reasonable cost. In addition, SeaStar Medical may not be able to adequately finance the manufacturing and distribution of its products on terms acceptable to SeaStar Medical, if at all. If SeaStar Medical cannot successfully oversee and finance the manufacturing of its products after receiving regulatory approval, it may not generate sufficient revenue to become profitable.
Difficulties in manufacturing SeaStar Medical’s SCD could have an adverse effect upon its revenue and expenses.
SeaStar Medical currently outsources all of the manufacturing of its SCD. The manufacturing of its SCD is difficult and complex. To support its current clinical trial needs, SeaStar Medical complies with and intends to continue to comply with current Good Manufacturing Practice (“cGMP”) in the manufacturing of its products. SeaStar Medical’s ability to adequately manufacture and supply its SCD in a timely matter is dependent on the uninterrupted and efficient operation of its third-party manufacturers, and those of the third parties producing raw materials and supplies upon which it relies on for the manufacturing of its products. The manufacturing of SeaStar Medical’s products may be impacted by:
 
   
the availability or contamination of raw materials and components used in the manufacturing process, particularly those for which it has no other supplier;
 
   
its ability to comply with new regulatory requirements and cGMP;
 
   
potential facility contamination by microorganisms or viruses;
 
   
updating of its manufacturing specifications;
 
   
product quality success rates and yields; and
 
   
global viruses and pandemics, including the current
COVID-19
pandemic.
If efficient manufacture and supply of its SCD is interrupted, SeaStar Medical may experience delayed shipments or supply constraints. If it is at any time unable to provide an uninterrupted supply of its products, SeaStar Medical’s ongoing clinical trials may be delayed, which could materially and adversely affect its business, results of operations and financial condition.
 
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SeaStar Medical’s SCD technology may become obsolete.
SeaStar Medical’s SCD product candidates may become obsolete prior to commercialization by new scientific or technological developments, or by others with new treatment modalities that are more efficacious and/or more economical than SeaStar Medical’s products. Any one of SeaStar Medical’s competitors could develop a more effective product which would render SeaStar Medical’s technology obsolete. In addition, it is possible that competitors may use similar technologies, equipment or devices, including using certain
“off-the-shelf”
filters unauthorized by the FDA, to attempt to create a similar treatment mechanism as the SCD. Further, new technological and scientific developments within the hospital setting could cause SeaStar Medical’s SCD product candidates to become obsolete. For example, the SCD relies on the existing footprint of CRRT pump systems in ICUs, as well as the growing use and adoption of regional citrate as an anticoagulant. Further developments in these areas could require SeaStar Medical to reconfigure its SCD product candidates, which may not be commercially feasible, or cause them to become obsolete. Lastly, SeaStar Medical’s ability to achieve significant and sustained growth in its key target markets will depend upon its success in hospital penetration, utilization, publication, its SCD’s reimbursement status and medical education. SeaStar Medical’s products may not remain competitive with products based on new technologies. If it fails to sell products that satisfy its customers’ demands, or respond effectively to new product announcements by its competitors, then market acceptance of SeaStar Medical’s products could be reduced and its business, results of operations and financial condition could be adversely affected.
SeaStar Medical faces intense competition in the medical device industry
.
SeaStar Medical competes with numerous United States and foreign companies in the medical device industry, and many of its competitors have greater financial, personnel, operational and research and development resources than SeaStar Medical. SeaStar Medical believes that multiple competitors are or will be developing competing technologies to address cytokine storms. Progress is constant in the treatment of the immune system, which may reduce opportunities for the SCD. SeaStar Medical’s commercial opportunities will be reduced or eliminated if its competitors develop and market products for any of the diseases it targets that:
 
   
are more effective;
 
   
have fewer or less severe adverse side effects;
 
   
are better tolerated;
 
   
are easier to administer; or
 
   
are less expensive than SeaStar Medical’s products or its product candidates.
Even if SeaStar Medical is successful in developing the SCD and any other future products and obtains FDA and other regulatory approvals necessary for commercializing them, its products may not compete effectively with other products. Researchers are continually learning more about diseases, which may lead to new technologies for treatment. SeaStar Medical’s competitors may succeed in developing and marketing products that are either more effective than those that it may develop or that are marketed before any SeaStar products. SeaStar Medical competitors include fully integrated pharmaceutical & medical device companies and biotechnology companies, universities, and public and private research institutions. Many of the organizations competing with SeaStar Medical have substantially greater capital resources, larger research and development staffs and facilities, greater experience in product development and in obtaining regulatory approvals, and greater marketing capabilities. If SeaStar Medical’s competitors develop more effective treatments for infectious disease or hyperinflammation or bring those treatments to market before SeaStar Medical can commercialize the SCD for such uses, it may be unable to obtain any market traction for its products, or the diseases it seeks to treat may be substantially addressed by competing treatments. If SeaStar Medical is unable to successfully compete against larger companies in the pharmaceutical industry, it may never generate significant revenue or be profitable.
 
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If SeaStar Medical’s products, or the malfunction of its products, cause or contribute to a death or a serious injury, SeaStar Medical will be subject to medical device reporting regulations, which can result in voluntary corrective actions or agency enforcement actions.
Under the FDA medical device reporting regulations, medical device manufacturers are required to report to the FDA that a device has or may have caused or contributed to a death or serious injury or has malfunctioned in a way that would likely cause or contribute to a death or serious injury. If SeaStar Medical fails to report these events to the FDA within the required timeframes, or at all, the FDA could take enforcement action against SeaStar Medical. Any such adverse event involving SeaStar Medical’s products could also result in future voluntary corrective actions, such as recalls or customer notifications, or agency action, such as inspection or enforcement action. Any corrective action, whether voluntary or involuntary, as well as defending against potential lawsuits, will require the dedication of SeaStar Medical’s time and capital, distract management from operating its business, and may harm SeaStar Medical’s reputation and financial results.
SeaStar Medical outsources many of its operational and development activities for which it may not have full control.
SeaStar Medical relies on third-party consultants or other vendors to manage and implement much of the
day-to-day
responsibilities of conducting clinical trials and manufacturing its current product candidates. Accordingly, SeaStar Medical is and will continue to be dependent on the timeliness and effectiveness of the efforts of these third parties. SeaStar Medical’s dependence on third parties includes key suppliers and third-party service providers supporting the development, manufacturing and regulatory approval of its SCD, as well as support for its information technology systems and other infrastructure. While its management team oversees these vendors, the failure of any of these third parties to meet their contractual, regulatory and other obligations, or the development of factors that materially disrupt the performance of these third parties, could have a material adverse effect on SeaStar Medical’s business, results of operations and financial condition. It is possible that the current
COVID-19
pandemic might constrain the ability of third-party vendors to provide services that SeaStar Medical requires.
If a clinical research organization that SeaStar Medical utilizes is unable to allocate sufficient qualified personnel to its studies in a timely manner or if the work performed by it does not fully satisfy the requirements of the FDA or other regulatory agencies, SeaStar Medical may encounter substantial delays and increased costs in completing its development efforts. Any manufacturer of SeaStar Medical’s products may encounter difficulties in the manufacturing of enough new product to meet demand, including problems with product yields, product stability or shelf life, quality control, adequacy of control procedures and policies, compliance with FDA regulations and the need for FDA approval of new manufacturing processes and facilities. If any of these occur, the development and commercialization of SeaStar Medical’s product candidates could be delayed, curtailed or terminated because SeaStar Medical may not have sufficient financial resources or capabilities to continue such development and commercialization on its own.
If SeaStar Medical or its contractors or service providers fail to comply with laws and regulations, it or they could be subject to regulatory actions, which could affect its ability to develop, market and sell its product candidates and any other future product candidates and may harm its reputation.
If SeaStar Medical or its manufacturers or other third-party contractors fail to comply with applicable federal, state or foreign laws or regulations, SeaStar Medical could be subject to regulatory actions, which could affect its ability to successfully develop, market and sell its SCD product candidate or any future product candidates under development and could harm its reputation and lead to reduced or
non-acceptance
of its proposed product candidates by the market. Even technical recommendations or evidence by the FDA through letters, site visits, and overall recommendations to academia or biotechnology companies may make the manufacturing of a clinical product extremely labor intensive or expensive, making the product candidate no longer viable to manufacture in a cost-efficient manner. The mode of administration or the required testing of the
 
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product candidate may make that candidate no longer commercially viable. The conduct of clinical trials may be critiqued by the FDA, or a clinical trial site’s Institutional Review Board or Institutional Biosafety Committee, which may delay or make impossible the clinical testing of a product candidate. For example, the Institutional Review Board for a clinical trial may stop a trial or deem a product candidate unsafe to continue testing. This would have a material adverse effect on the value of the product candidate and SeaStar Medical’s business, results of operations and financial condition.
If SeaStar Medical obtains approval for its products, SeaStar Medical may still be subject to enforcement action if it engages in improper marketing or promotion of its products.
SeaStar Medical is not permitted to promote or market its product candidates until FDA approval is obtained. After approval, its promotional materials and training methods must comply with the FDA and other applicable laws and regulations, including the prohibition of the promotion of unapproved or
off-label
use. Practitioners may use SeaStar Medical’s products
off-label,
as the FDA does not restrict or regulate a practitioner’s choice of treatment within the practice of medicine. However, if the FDA determines that SeaStar Medical’s promotional materials or training constitutes promotion of an
off-label
use, it could request that SeaStar Medical modify its training or promotional materials or subject SeaStar Medical to regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil fine, or criminal penalties. Other federal, state, or foreign enforcement authorities might also take action if they consider SeaStar Medical’s promotional or training materials to constitute promotion of an
off-label
use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, SeaStar Medical’s reputation could be damaged, which may lead to reduced or
non-acceptance
of its proposed product candidates by the market. In addition, the
off-label
use of SeaStar Medical’s products may increase the risk of product liability claims. Product liability claims are expensive to defend and could divert the attention of SeaStar Medical’s management, result in substantial damage awards against SeaStar Medical, and harm its reputation.
SeaStar Medical intends to outsource and rely on third parties for the clinical development and manufacture, sales and marketing of its SCD or any future product candidates that it may develop, and its future success will be dependent on the timeliness and effectiveness of the efforts of these third parties.
SeaStar Medical does not have the required financial and human resources to carry out on its own all the
pre-clinical
and clinical development for its SCD product candidate or any other or future product candidates that it may develop, and do not have the capability and resources to manufacture, market or sell its SCD product candidate or any future product candidates that it may develop. SeaStar Medical’s business model calls for the partial or full outsourcing of the clinical, development, manufacturing, sales and marketing of its product candidates in order to reduce its capital and infrastructure costs as a means of potentially improving its financial position. SeaStar Medical’s success will depend on the performance of these outsourced providers. If these providers fail to perform adequately, SeaStar Medical’s development of product candidates may be delayed and any delay in the development of SeaStar Medical’s product candidates may have a material and adverse effect on its business, results of operations and financial condition.
SeaStar Medical is and will be exposed to product liability risks, and clinical and preclinical liability risks, which could place a substantial financial burden upon it should it be sued.
SeaStar Medical’s business exposes it to potential product liability and other liability risks that are inherent in the testing, manufacturing and marketing of medical devices. Claims may be asserted against it. A successful liability claim or series of claims brought against it could have a material adverse effect on SeaStar Medical’s business, results of operations and financial condition. SeaStar Medical may not be able to continue to obtain or maintain adequate product liability insurance on acceptable terms, if at all, and such insurance may not provide adequate coverage against potential liabilities. Claims or losses in excess of any product liability insurance coverage that SeaStar Medical may obtain could have a material adverse effect on its business, results of operations and financial condition.
 
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SeaStar Medical’s SCD product candidate may be used in connection with medical procedures where those products must function with precision and accuracy. If medical personnel or their patients suffer injury as a result of any failure of SeaStar Medical’s products to function as designed, or its products are designed inappropriately, SeaStar Medical may be subject to lawsuits seeking significant compensatory and punitive damages. The risk of product liability claims, product recalls and associated adverse publicity is inherent in the testing, manufacturing, marketing and sale of medical products. SeaStar Medical intends to obtain general clinical trial liability insurance coverage; however, its insurance coverage may not be adequate or available. In addition, SeaStar Medical may not be able to obtain or maintain adequate product liability insurance on acceptable terms, if at all, and such insurance may not provide adequate coverage against potential liabilities. Any product recall or lawsuit in excess of any product liability insurance coverage that SeaStar Medical may obtain could have a material adverse effect on its business, results of operations and financial condition. Moreover, a product recall could generate substantial negative publicity about SeaStar Medical’s products and business and inhibit or prevent commercialization of other future product candidates.
United States legislative or FDA regulatory reforms may make it more difficult and costly for SeaStar Medical to obtain regulatory approval of its product candidates and to manufacture, market and distribute its products after approval is obtained.
From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulatory approval, manufacture and marketing of regulated products or the reimbursement thereof. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect SeaStar Medical’s business and its products. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of future products. It is impossible to predict whether legislative changes will be enacted, or FDA regulations, guidance or interpretations will be changed, and what the impact of such changes, if any, may be on SeaStar Medical’s new product development efforts.
SeaStar Medical is subject to stringent and changing privacy laws, regulations and standards as well as policies, contracts and other obligations related to data privacy and security.
SeaStar Medical collects, receives, stores, processes, uses, generates, transfers, discloses, makes accessible, protects and shares personal information and other information (“Process” or “Processing”), including information it collects in connection with clinical trials, as necessary to operate its business, for legal and marketing purposes, and for other business-related purposes.
There are numerous federal, state, local and international laws, regulations and guidance regarding privacy, information security and Processing, the number and scope of which is changing, subject to differing applications and interpretations, and which may be inconsistent. SeaStar Medical is subject, and may become subject in the future, to certain of these laws, regulations, and guidance, and it is also subject to the terms of its external and internal privacy and security policies, representations, certifications, standards, publications, frameworks, and contractual obligations to third parties related to privacy, information security and Processing.
If SeaStar Medical fails, or is perceived to have failed, to address or comply with such obligations, it could:
 
   
increase its compliance and operational costs;
 
   
expose it to regulatory scrutiny, actions, fines and penalties;
 
   
result in reputational harm; interrupt or stop its clinical trials;
 
   
result in litigation and liability; result in an inability to process personal data or to operate in certain jurisdictions; or
 
   
harm its business operations or financial results or otherwise result in a material harm to its business.
 
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Additionally, given that these obligations impose complex and burdensome obligations and that there is substantial uncertainty over the interpretation and application of these obligations, SeaStar Medical may be required to incur material costs, divert management attention, and change its business operations, including its clinical trials, in an effort to comply, which could materially adversely affect its business, results of operations and financial condition.
The California Consumer Privacy Act of 2018 (“CCPA”) is an example of the increasingly stringent data protection legislation in the United States. The CCPA gives California residents expanded rights to access and require deletion of their personal information,
opt-out
of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA created civil penalties for violations, as well as a private right of action for data breaches and statutory damages ranging from $100 to $750 per violation, which is expected to increase data breach class action litigation and result in significant exposure to costly legal judgements and settlements. Although there are limited exemptions for clinical trial data under the CCPA, the CCPA and other similar laws could impact SeaStar Medical’s business activities depending on how they are interpreted.
SeaStar Medical’s business operations will be adversely affected if its security measures, or those maintained on its behalf, are compromised, limited or fails.
In the ordinary course of its business, SeaStar Medical handles and processes proprietary, confidential and sensitive information, including personal data, intellectual property, trade secrets, and proprietary business information owned or controlled by ourselves or other third parties, or collectively. SeaStar Medical may use and share such sensitive information with service providers and other third parties. If SeaStar Medical, its service providers, partners, or other relevant third parties have experienced, or in the future experience, any security incident or incidents that result in any data loss; deletion or destruction; unauthorized access to; loss, unauthorized acquisition, disclosure, or exposure of, confidential and sensitive information, it may adversely affect SeaStar Medical’s business, results of operations and financial condition, including the diversion of funds to address the breach, and interruptions, delays, or outages in its operations and development programs.
Cyberattacks, malicious internet-based activity and online and offline fraud are prevalent and continue to increase, including the possibility that the ongoing conflict between Russia and Ukraine could result in cyber-attacks or cybersecurity incidents that may have a direct or indirect impact on our operations. In addition to threats from traditional computer “hackers,” threat actors, software bugs, malicious code (such as viruses and worms), employee theft or misuse,
denial-of-service
attacks (such as credential stuffing) and ransomware attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions). SeaStar Medical may also be the subject of phishing attacks, viruses, malware installation, server malfunction, software or hardware failures, loss of data or other computer assets, or other similar issues any of which could have a material and adverse effect on its business, results of operations and financial condition.
Should SeaStar Medical’s products be approved for commercialization, a lack of third-party coverage and reimbursement for SeaStar Medical’s devices could delay or limit their adoption.
In both the United States and international markets, the use and success of medical devices is dependent in part on the availability of reimbursement from third-party payors, such as government and private insurance plans. Healthcare providers that use medical devices generally rely on third-party payors to pay for all or part of the costs and fees associated with the medical procedures being performed or to compensate them for their patient care services. Should SeaStar Medical’s products under development be approved for commercialization by the FDA, reimbursement may not be available in the United States or other countries or, even if approved, the amount of reimbursement may not be sufficient to allow sales of SeaStar Medical’s future products, including the SCD, on a profitable basis. The coverage decisions of third-party payors will be significantly influenced by the assessment of SeaStar Medical’s future products by health technology assessment bodies. These assessments are outside SeaStar Medical’s control, and any such evaluations may not be conducted or have a favorable outcome.
 
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If approved for use in the United States, SeaStar Medical expects that any products that it develops, including the SCD, will be purchased primarily by medical institutions through their operations budget. Payors may include the Centers for Medicare & Medicaid Services (“CMS”), which administers the Medicare program and works in partnership with state governments to administer Medicaid, other government programs and private insurance plans. The process involved in applying for coverage and incremental reimbursement from CMS is lengthy and expensive. Further, Medicare coverage is based on SeaStar Medical’s ability to demonstrate that the treatment is “reasonable and necessary” for Medicare beneficiaries. Even if products utilizing SeaStar Medical’s SCD technology receive FDA and other regulatory clearance or approval, they may not be granted coverage and reimbursement by any payor, including by CMS. For some governmental programs, such as Medicaid, coverage and adequate reimbursement differ from state to state and some state Medicaid programs may not pay adequate amounts for the procedure products utilizing SeaStar Medical’s technology system, or any payment at all. Moreover, many private payors use coverage decisions and payment amounts determined by CMS as guidelines in setting their coverage and reimbursement policies and amounts. However, no uniform policy for coverage and reimbursement of medical devices exists among third-party payors in the United States. Therefore, coverage and reimbursement can differ significantly from payor to payor. If CMS or other agencies limit coverage or decrease or limit reimbursement payments for doctors and hospitals, this may affect coverage and reimbursement determinations by many private payors for any future SeaStar Medical products.
Should any of its future products, including the SCD, be approved for commercialization, adverse changes in reimbursement policies and procedures by payors may impact SeaStar Medical’s ability to market and sell its products.
Healthcare costs have risen significantly over the past decade, and there have been and continue to be proposals by legislators, regulators and third-party payors to decrease costs. Third-party payors are increasingly challenging the prices charged for medical products and services and instituting cost containment measures to control or significantly influence the purchase of medical products and services.
For example, in the United States, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”), among other things, reduced and/or limited Medicare reimbursement to certain providers. However, on December 14, 2018, a Texas United States District Court Judge ruled that the Affordable Care Act is unconstitutional in its entirety because the “individual mandate” was repealed by Congress as part of legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act of 2017. Additionally, on June 17, 2021, the United States Supreme Court dismissed a challenge on procedural grounds that argued the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. Thus, the ACA remains in effect without the “individual mandate.”
Further, prior to the United States Supreme Court ruling, on January 28, 2021, President Biden issued an executive order that initiated a special enrollment period for purposes of obtaining health insurance coverage through the ACA marketplace, which began on February 15, 2021 and remained open through August 15, 2021. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. It is possible that the ACA will be subject to judicial or Congressional challenges in the future. It is unclear how any such challenges and litigation, and the healthcare reform measures of the Biden administration will impact the ACA and SeaStar Medical’s business. The Budget Control Act of 2011, as amended by subsequent legislation, further reduces Medicare’s payments to providers by two percent through fiscal year 2031. However,
COVID-19
relief legislation suspended the 2% Medicare sequester from May 1, 2020 through March 31, 2022. Under current legislation, the actual reduction in Medicare payments will vary from 1% in 2022 to up to 3% in the final fiscal year of this sequester. These reductions may reduce providers’ revenues or profits, which could affect their ability to purchase new technologies.
Furthermore, the healthcare industry in the United States has experienced a trend toward cost containment as government and private insurers seek to control healthcare costs by imposing lower payment rates and
 
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negotiating reduced contract rates with service providers. In addition, Congress is considering additional health reform measures. Legislation could be adopted in the future that limits payments for SeaStar Medical’s products from governmental payors. It is also possible that additional governmental action is taken in response to the
COVID-19
pandemic. Furthermore, commercial payors such as insurance companies, could adopt similar policies that limit reimbursement for medical device manufacturers’ products. Therefore, it is possible that SeaStar Medical’s products or the procedures or patient care performed using its products will not be reimbursed at a cost-effective level.
SeaStar Medical faces similar risks relating to adverse changes in reimbursement procedures and policies in other countries where it may market its products. Reimbursement and healthcare payment systems vary significantly among international markets. SeaStar Medical’s inability to obtain international reimbursement approval, or any adverse changes in the reimbursement policies of foreign payors, could negatively affect its ability to sell its products in foreign markets and have a material adverse effect on its business, results of operations and financial condition.
SeaStar Medical depends on key personnel and its inability to attract and retain qualified personnel could impede its ability to achieve its business objectives.
SeaStar Medical’s success depends on the continuing service of key employees, especially its Chief Executive Officer, Eric Schlorff. The loss of any of these individuals could have a material and adverse effect on SeaStar Medical’s business, results of operations and financial condition. SeaStar Medical will also be required to hire and recruit highly skilled managerial, scientific and administrative personnel to fully implement its business plan and growth strategies. Due to the specialized scientific nature of its business, SeaStar Medical is highly dependent upon its ability to attract and retain qualified scientific, technical and managerial personnel. Competition for these individuals is intense and SeaStar Medical may not be able to attract, assimilate or retain additional highly qualified personnel in the future. SeaStar Medical may not be able to engage the services of qualified personnel at competitive prices or at all, particularly given the risks of employment attributable to its limited financial resources and lack of an established track record. Also, if SeaStar Medical is required to attract personnel from other parts of the United States or abroad, it may have significant difficulty doing so because of the costs associated with moving personnel to the area. If SeaStar Medical cannot attract and retain qualified staff and executives, it may be unable to develop its products and achieve regulatory clearance, and its business could fail.
SeaStar Medical’s products may in the future be subject to product recalls.
The FDA and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event of material deficiencies or defects in their design or manufacture. For the FDA, the authority to require a recall must be based on a finding that there is reasonable probability that the device would cause serious injury or death. Manufacturers may, under their own initiative, recall a product if any material deficiency in a device is found. The FDA requires that certain classifications of recalls be reported to the FDA within ten working days after the recall is initiated. A government-mandated or voluntary recall could occur as a result of an unacceptable risk to health, component failures, malfunctions, manufacturing errors, design or labeling defects or other deficiencies and issues. Recalls of any of SeaStar Medical’s products would divert managerial and financial resources and have an adverse effect on SeaStar Medical’s reputation, business, results of operations and financial condition, which could impair its ability to produce its products in a cost-effective and timely manner in order to meet its customers’ demands.
SeaStar Medical may also be subject to liability claims, be required to bear other costs, or take other actions that may have a negative impact on its future sales and its ability to generate profits. Companies are required to maintain certain records of recalls, even if they are not reportable to the FDA or the competent authority of another country. SeaStar Medical may initiate voluntary recalls involving its products in the future that it determines do not require notification of the FDA or the competent authority of another country. If the FDA disagrees with SeaStar Medical’s determinations, they could require SeaStar Medical to report those actions as recalls. A future recall
 
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announcement could harm SeaStar Medical’s reputation with customers and negatively affect its sales. Moreover, the FDA could take enforcement action for failing to report recalls. SeaStar Medical is also required to follow detailed recordkeeping requirements for all firm-initiated medical device corrections and removals.
SeaStar Medical’s business is subject to risks arising from the recent
COVID-19
pandemic.
The current
COVID-19
worldwide pandemic has presented substantial public health and economic challenges and has affected SeaStar Medical’s employees, patients, communities and business operations, as well as the United States and global economy and financial markets. International and United States governmental authorities in impacted regions have taken actions in an effort to slow the spread of
COVID-19.
SeaStar Medical expects that
COVID-19
precautions may directly or indirectly impact the timeline for the launch of its SCD product candidate. As the
COVID-19
pandemic continues, SeaStar Medical may experience disruptions that could severely impact its business, clinical trials, and manufacturing and supply chains, including:
 
   
further delays or difficulties in enrolling patients in its clinical trials;
 
   
delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical site staff;
 
   
the diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospital staff supporting the conduct of its clinical trials;
 
   
the interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by federal or state governments, employers and others or interruption of clinical trial subject visits and study procedures, which may impact the integrity of subject data and clinical study endpoints;
 
   
the interruption of, or delays in receiving, supplies of its product candidates from its contract manufacturing organizations due to staffing shortages, production slowdowns or stoppages and disruptions in delivery systems;
 
   
delays in clinical sites receiving the supplies and materials needed to conduct its clinical trials and interruptions in global shipping may affect the transport of clinical trial materials;
 
   
limitations on employee resources that would otherwise be focused on the conduct of its clinical trials, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people;
 
   
delays in receiving feedback or approvals from the FDA or other regulatory authorities with respect to future clinical trials or regulatory submissions;
 
   
changes in local regulations as part of a response to the
COVID-19
pandemic, which may require it to change the ways in which its clinical trials are conducted, resulting in unexpected costs, or discontinuing the clinical trials altogether;
 
   
delays in necessary interactions with local regulators, ethics committees and other important agencies and contractors due to limitations on employee resources or the forced furlough of government employees;
 
   
the refusal of the FDA to accept data from clinical trials in affected geographies; and
 
   
difficulties launching or commercializing products, including due to reduced access to doctors as a result of social distancing protocols.
In addition, the spread of
COVID-19
may negatively impact SeaStar Medical’s ability to raise additional capital on a timely basis or at all.
The
COVID-19
pandemic continues to rapidly evolve. The extent to which the
COVID-19
pandemic may impact SeaStar Medical’s business, including its clinical trials, manufacturing and supply chains and financial
 
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condition will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the continued geographic spread of the disease, the duration of the pandemic, travel restrictions and social distancing in the United States and other countries, continued business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease.
A small number of SeaStar Medical’s shareholders, including its major stockholder, the Dow Pension Funds, could significantly influence its business.
SeaStar Medical has a few significant shareholders who own a substantial percentage of its outstanding shares of common stock, including the Dow Pension Funds, which beneficially owns approximately 79 % of the voting power of SeaStar Medical (or approximately 65% on a fully diluted basis) prior to the Business Combination, and are expected to be the largest stockholders of the Combined Company following the Business Combination. These few significant shareholders, either individually or acting together, may be able to exercise significant influence over matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of SeaStar Medical or its assets. This concentration of ownership may make it more difficult for other shareholders to effect substantial changes in SeaStar Medical, may have the effect of delaying, preventing or expediting, as the case may be, a change in control of SeaStar Medical and may adversely affect the market price of the Common Stock after the Business Combination. Further, the possibility that one or more of these significant shareholders may sell all or a large portion of their Common Stock in a short period of time could adversely affect the trading price of our Common Stock after the Business Combination.
SeaStar Medical’s forecasted operating and financial results rely in large part upon assumptions and analyses developed by SeaStar Medical. If these assumptions and analyses prove to be incorrect, SeaStar Medical’s actual operating and financial results may be significantly below its forecasts.
The projected financial and operating information appearing elsewhere in this proxy statement/prospectus reflects current estimates of future performance. Whether actual operating and financial results and business developments will be consistent with SeaStar Medical’s expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside SeaStar Medical’s control, including, but not limited to:
 
   
whether SeaStar Medical can obtain sufficient capital to develop and commercialize its SCD product candidate and grow its business;
 
   
whether SeaStar Medical can manage relationships with key suppliers;
 
   
the ability to obtain necessary regulatory approvals;
 
   
demand for SeaStar Medical’s products;
 
   
the timing and costs of new and existing marketing and promotional efforts;
 
   
competition, including from established and future competitors;
 
   
SeaStar Medical’s ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel;
 
   
the overall strength and stability of the economies in the markets in which it operates or intends to operate in the future; and
 
   
regulatory, legislative and political changes.
Unfavorable changes in any of these or other factors, most of which are beyond SeaStar Medical’s control, could materially and adversely affect its business, results of operations and financial condition.
 
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SeaStar Medical’s estimates of market opportunity, industry projections and forecasts of market growth may prove to be inaccurate.
The market opportunity estimates and growth forecasts included in this proxy statement/prospectus, including information concerning SeaStar Medical’s industry and the markets in which SeaStar Medical intends to operate, are obtained from publicly available information released by independent industry and research organizations and other third party sources. Although SeaStar Medical is responsible for the disclosure it has provided in the proxy statement/prospectus and believes such third-party information is reliable, SeaStar Medical has not independently verified any such third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which SeaStar Medical operates are subject to uncertainty and risk due to a variety of factors. As a result, inaccuracies in third-party information, or in the projections, may adversely impact the assumptions that are relied upon for SeaStar Medical’s internal business planning and in the analysis of investors.
Risks Related to SeaStar Medical’s Intellectual Property
SeaStar Medical relies upon exclusively licensed patent rights from third parties which are subject to termination or expiration. If licensors terminate the licenses or fail to maintain or enforce the underlying patents, SeaStar Medical’s competitive position could be materially harmed.
SeaStar Medical relies in part upon exclusively licensed patent rights for the development of its SCD technology. For example, SeaStar Medical
co-owns
with, and exclusively licenses from, the University of Michigan (“UOM”) patents related to the SCD technology. If UOM were to terminate its license with SeaStar Medical, it would no longer have exclusive rights to the
co-owned
patents and UOM would be free to license UOM’s interest in the
co-owned
patents to a competitor of SeaStar Medical.
SeaStar Medical may become reliant in the future upon licenses to certain third-party patent rights and proprietary technologies necessary to develop and commercialize its SCD technology or other technologies. If SeaStar Medical is unable to timely obtain these licenses on commercially reasonable terms, if at all, its ability to commercially exploit such products may be inhibited or prevented. If these licenses do not provide exclusive rights to use the subject intellectual property in all relevant fields of use and all territories in which SeaStar Medical chooses to develop or commercialize its technology and products, it may not be able to prevent competitors from developing and commercializing competitive products in such territories. Even if SeaStar Medical is able to obtain necessary licenses, it may be required to pay significant licensing fees in order to market its products.
Should any of SeaStar Medical’s current or future licenses be prematurely terminated for any reason, or if the patents and intellectual property owned by its licensors are challenged or defeated by third parties, SeaStar Medical’s research and commercialization efforts could be materially and adversely affected. SeaStar Medical’s licenses may not continue in force for as long as is required to fully develop and market its products. It is possible that if the licenses are terminated or the underlying patents and intellectual property are challenged or defeated, suitable replacements may not be obtained or developed on terms acceptable to SeaStar Medical, if at all. There is also the related risk that SeaStar Medical may not be able to make the required payments under any patent license, in which case the licensor may terminate the license.
Further, SeaStar Medical’s licensors may not successfully prosecute the patent applications which it has licensed and on which SeaStar Medical’s business depends or may prosecute them in a manner not in the best interests of SeaStar Medical. Further, licensors may fail to maintain licensed patents, may decide not to pursue litigation against third-party infringers, may fail to prove infringement or may fail to defend against counterclaims of patent invalidity or unenforceability.
In addition, in spite of SeaStar Medical’s best efforts, a licensor could claim that SeaStar Medical has materially breached a license agreement and terminate the license, thereby removing SeaStar Medical’s ability to
 
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obtain regulatory approval for and to market any product covered by such license. If SeaStar Medical’s licenses are terminated, or if the underlying patents fail to provide the intended market exclusivity, competitors would have the freedom to seek regulatory approval of, and to market, identical products.
Disputes may arise regarding intellectual property subject to a licensing agreement, including:
 
   
the scope of rights granted under the license agreement and other interpretation related issues;
 
   
the extent to which SeaStar Medical’s technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;
 
   
the sublicensing of patent and other rights under any collaboration relationships SeaStar Medical might enter into in the future;
 
   
SeaStar Medical’s diligence obligations under the license agreement and what activities satisfy those diligence obligations;
 
   
the ownership of inventions and know how resulting from the joint creation or use of intellectual property by SeaStar Medical and its licensors; and
 
   
the priority of invention of patented technology.
If disputes over intellectual property that SeaStar Medical has licensed prevent or impair its ability to maintain its current licensing arrangements on acceptable terms, it may be unable to successfully develop and commercialize the affected product candidates.
If SeaStar Medical is unable to obtain and maintain sufficient patent protection for its products, if the scope of the patent protection is not sufficiently broad, or if the combination of patents, trade secrets and contractual provisions upon which it relies to protect its intellectual property are inadequate, its competitors could develop and commercialize similar or identical products, and SeaStar Medical’s ability to commercialize such products successfully may be adversely affected.
SeaStar Medical’s success depends in large part on its ability to protect its proprietary rights to the technologies incorporated into its products, including its ability to obtain and maintain patent protection in the United States and other countries related to its SCD technology and other technologies that it deems important to its business. SeaStar Medical relies on a combination of patent protection, trade secret laws and nondisclosure, confidentiality and other contractual restrictions to protect its proprietary technology. If SeaStar Medical does not adequately protect its intellectual property, competitors may be able to erode or negate any competitive advantage it may have, which could harm its business, result of operations and financial condition. To protect SeaStar Medical’s proprietary technologies, it has pursued patent protection in the United States and abroad related to its SCD technology and other technologies that are important to its business. The patent application and approval process is expensive and time-consuming. SeaStar Medical may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Failure to protect, obtain, maintain or extend adequate patent and other intellectual property rights could materially adversely affect SeaStar Medical’s ability to develop and market its products. The enforcement, defense and maintenance of such patents and other intellectual property rights may be challenging and costly.
SeaStar Medical cannot be certain that any patents that it has been issued or granted will not later be found to be invalid and/or unenforceable. SeaStar Medical cannot be certain that pending patent applications will be issued in a form that provides it with adequate protection to prevent competitors from developing competing products. As a medical device technology company, SeaStar Medical’s patent position is uncertain because it involves complex legal and factual considerations. The standards applied by United States Patent and Trademark Office (“USPTO”), and foreign patent offices in granting patents are not always applied uniformly or predictably. For example, there is no uniform worldwide policy regarding patentable subject matter or the scope of claims allowable as methods of medical treatment. For example, one of SeaStar Medical’s
co-owned
patent applications
 
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is on appeal from a refusal of its claims at the European Patent Office. Consequently, patents may not be issued from any applications that are currently pending or that are filed in the future. As such, SeaStar Medical does not know the degree of future protection that it will have for its technology. As a result, the issuance, scope, validity, enforceability and commercial value of SeaStar Medical’s patent rights are highly uncertain.
Only issued patents can be enforced against third parties practicing the technology claimed in such patents. Pending patent applications cannot be enforced unless and until patents get issued from such applications. Assuming the other requirements for patentability are met, currently, patents are granted to the party who was the first to file a patent application. However, prior to March 16, 2013, in the United States, patents were granted to the party who was the first to invent the claimed subject matter. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, SeaStar Medical cannot be certain that it was the first to make the inventions claimed in its patents or pending patent applications, or that it was the first to file for patent protection of such inventions.
Moreover, because the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, SeaStar Medical patents or pending patent applications may be challenged in the courts or by the USPTO or by foreign patent offices. For example, SeaStar Medical may be subject to a third party
pre-issuance
submission of prior art to the USPTO, or become involved in post-grant review procedures such as oppositions, derivations, reexaminations, inter partes review or interference proceedings, in the United States or elsewhere, challenging its patent rights or the patent rights of third parties. An adverse determination in any such challenges may result in the loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit SeaStar Medical’s ability to stop others from using or commercializing similar products, or limit the duration of SeaStar Medical’s patent protection. In addition, given the amount of time required for the development, testing and regulatory review of medical devices, SeaStar Medical’s patents might expire before or shortly after such products receive FDA approval and are commercialized, or before it receives approval to market its products in a foreign country.
Patent applications may not result in patents being issued which protect any current and future product candidates, in whole or in part, or which effectively prevent others from commercializing competitive products. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of SeaStar Medical’s patents or narrow the scope of its patent protection. In addition, the laws of foreign countries may not protect SeaStar Medical’s rights to the same extent or in the same manner as the laws of the United States. For example, European patent law restricts the patentability of methods of treatment of the human body more than United States patent law.
Although SeaStar Medical believes that certain of its patents and applications, if they are granted, will help protect the proprietary nature of its SCD technology, this protection may not be sufficient to protect SeaStar Medical during the development of that technology. Even if SeaStar Medical’s patent applications are issued as patents, they may not be issued in a form that will provide it with any meaningful protection, prevent competitors from competing with it or otherwise provide it with any competitive advantage. SeaStar Medical’s competitors may be able to circumvent its patents by developing similar or alternative technologies or products in a
non-infringing
manner. SeaStar Medical’s competitors may also seek approval to market their own products similar to or otherwise competitive with any of SeaStar Medical’s products. Thus, even if SeaStar Medical has valid and enforceable patents, these patents still may not provide protection against competing products or technologies sufficient to achieve its business objectives.
If SeaStar Medical does not obtain protection under the Hatch-Waxman Act and similar
non-United
States legislation for extending the term of patents covering its products, its business, results of operations and financial condition may be materially harmed.
Patents have a limited duration. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest United States
non-provisional
filing date. Various
 
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extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents related to SeaStar Medical’s products, or their uses are obtained, once the patent life has expired, SeaStar Medical may be open to competition from competitive products. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting SeaStar Medical’s products might expire before or shortly after such products received FDA approval and are commercialized. As a result, SeaStar Medical’s patent portfolio may not provide the company with sufficient rights to exclude others from commercializing similar or identical products.
Depending upon the timing, duration and requirements of FDA marketing approval of SeaStar Medical’s product candidates, its United States patents, if issued, may be eligible for a limited patent term extension under the Hatch-Waxman Act, or under similar legislation in other countries. However, SeaStar Medical’s patent and patent applications are only eligible for a patent term extension under the Hatch Waxman Act if they relate to a medical device classified by the FDA as a Class III device. Therefore, if SeaStar Medical’s product candidates are not classified as Class III devices, it will not be able to apply for an extension of term for any patents covering such approved products. If eligible, the Hatch-Waxman Act permits a patent term extension of up to five years for a patent covering an approved product as compensation for effective patent term lost during product development and the FDA regulatory review process. The patent term extension cannot extend the remaining term of a patent beyond 14 years from the date of product candidate approval, and only one patent related to an approved product candidate may be extended. However, SeaStar Medical may not receive an extension if it fails to apply within applicable deadlines, fails to apply prior to expiration of relevant patents or otherwise fails to satisfy applicable requirements. Moreover, the length of the extension could be less than requested.
Accordingly, if SeaStar Medical is unable to obtain a patent term extension or the term of any such extension is less than requested, the period during which SeaStar Medical can enforce its patent rights for that product will be shortened and competitors may obtain approval to market competing products sooner than expected. As a result, SeaStar Medical’s business, results of operations and financial condition could be adversely and materially affected.
SeaStar Medical could become involved in intellectual property litigation that could be costly, result in the diversion of management’s time and efforts, require SeaStar Medical to pay damages, prevent it from selling its commercially available products and/or reduce the margins it may realize from its products.
SeaStar Medical’s commercial success depends, in part, on its ability to develop and market its SCD technology, as well as any future technologies that it develops, without infringing the intellectual property and other proprietary rights of third parties.
The medical device industry is characterized by extensive litigation and administrative proceedings over patent and other intellectual property rights. Whether a product infringes a patent involves complex legal and factual issues, and the determination is often uncertain. There may be existing patents of which SeaStar Medical is unaware that its products under development may inadvertently infringe. The likelihood that patent infringement claims may be brought against SeaStar Medical increases as the number of competitors increases, as it introduces new products and achieves more visibility in the marketplace.
Any infringement claim against SeaStar Medical, even if without merit, may cause SeaStar Medical to incur substantial costs, and would place a significant strain on its financial resources, divert the attention of management from its core business, and harm its reputation. In some cases, litigation may be threatened or brought by a patent holding company or other adverse patent owner who has no relevant product revenues and against whom SeaStar Medical’s patents may provide little or no deterrence. If SeaStar Medical is found to infringe any patents, SeaStar Medical could be required to pay substantial damages, including triple damages if an infringement is found to be willful. SeaStar Medical also could be forced, including by court order, to cease developing, manufacturing, or commercializing infringing products. SeaStar Medical also could be required to pay royalties and could be prevented from selling its products unless it obtains a license or is able to redesign its
 
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products to avoid infringement. SeaStar Medical may not be able to obtain a license enabling it to sell its products on reasonable terms, or at all. If SeaStar Medical fails to obtain any required licenses or makes any necessary changes to its technologies or the products, SeaStar Medical may be unable to commercialize one or more of its products or may have to withdraw products from the market, either of which would have a material adverse effect on its business, results of operations and financial condition.
In the event a competitor infringes upon any of SeaStar Medical’s patents or other intellectual property rights, enforcing its rights may be difficult, time consuming and expensive, and would divert management’s attention from managing its business. SeaStar Medical may not be successful on the merits in any enforcement effort. In addition, SeaStar Medical may not have sufficient resources to litigate, enforce or defend its intellectual property rights.
Issued patents covering one or more of SeaStar Medical’s products could be found invalid or unenforceable if challenged in patent office proceedings, or in court.
Competitors may infringe SeaStar Medical’s patents, trademarks or other intellectual property. To counter infringement or unauthorized use of its intellectual property, SeaStar Medical may be required to initiate legal proceedings against a third party to enforce its intellectual property rights. If SeaStar Medical were to file a claim against a third party to enforce a patent covering one of its products, the defendant could counterclaim that SeaStar Medical’s patent rights are invalid and/or unenforceable (a common practice in the United States).
Grounds for a validity challenge could be an alleged failure to meet one or more statutory requirements for patentability, including, for example, lack of novelty, obviousness, lack of written description or
non-enablement.
In addition, patent validity challenges may, under certain circumstances, be based upon
non-statutory
obviousness-type double patenting, which, if successful, could result in a finding that the claims are invalid for obviousness-type double patenting or the loss of patent term, including a patent term adjustment granted by the USPTO, if a terminal disclaimer is filed to obviate a finding of obviousness-type double patenting. Grounds for an unenforceability assertion could be based on an allegation that someone connected with prosecution of the patent intentionally withheld relevant information from the USPTO or made a misleading statement, during prosecution.
In any patent infringement proceeding, there is a risk that a court will decide that a SeaStar Medical patent is invalid or unenforceable, in whole or in part. There is also a risk that, even if the validity of such patents is upheld, the court will construe the patent’s claims narrowly or decide that SeaStar Medical does not have the right to stop the other party from using the invention at issue on the grounds that SeaStar Medical’s patent claims do not cover the invention at issue. An adverse outcome in a litigation or proceeding involving SeaStar Medical’s patents could limit its ability to assert its patents against those other parties and other competitors, which may curtail or preclude its ability to exclude third parties from selling similar products. Any of these occurrences could adversely and materially affect SeaStar Medical’s business, results of operations and financial condition.
Even if SeaStar Medical establishes infringement, the court may decide not to grant an injunction against further infringing activity and instead award only monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of SeaStar Medical’s confidential information could be compromised by disclosure during litigation.
Additionally, third parties are able to challenge the validity of issued patents through administrative proceedings in the patent offices of certain countries, including the USPTO and the European Patent Office.
Although SeaStar Medical believes that it has conducted its patent prosecution in accordance with the duty of candor and in good faith, the outcome following legal assertions of invalidity and unenforceability during patent litigation is unpredictable. With respect to the validity question, for example, SeaStar Medical cannot be
 
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certain that there is no invalidating prior art, of which it and the patent examiner were unaware during prosecution. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, SeaStar Medical would lose some or all of the patent protection for one or more of its products. Such a loss of patent protection could have a material adverse impact on its business, results of operations and financial condition. Further, intellectual property litigation could lead to unfavorable publicity that could harm SeaStar Medical’s reputation.
Other parties may challenge certain of SeaStar Medical’s foreign patent applications. If any such parties are successful in opposing its foreign patent applications, SeaStar Medical may not gain the protection afforded by those patent applications in particular jurisdictions and may face additional proceedings with respect to similar patents in other jurisdictions, as well as related patents. The loss of patent protection in one jurisdiction may influence SeaStar Medical’s ability to maintain patent protection for the same technology in other jurisdictions.
Further, disputes may arise regarding the ownership or inventorship of SeaStar Medical’s patents. While SeaStar Medical has entered into assignment of intellectual property agreements with its employees, consultants, and collaborators and believes that it owns its patents and applications, the assignment and other ownership agreements that it relies on could be challenged. If a court or administrative body determined that SeaStar Medical’s does not own certain of its patents or patent applications, or that inventorship of certain of its patents its incorrect, SeaStar Medical’s title to its patents could be invalidated and its ability to develop and commercialize its technology could be materially harmed.
If SeaStar Medical is unable to protect the confidentiality of its trade secrets, the value of its technology could be adversely and materially affected and its business could be harmed.
SeaStar Medical has also entered into
non-disclosure
and confidentiality agreements with all of its employees, advisors, consultants, contract manufacturers, clinical investigators and other third parties involved in the development and commercialization of its technology in order to protect its intellectual property and other proprietary technologies some of which may not be amenable to patent protection. However, these agreements may not be enforceable or may not provide meaningful protection for SeaStar Medical’s trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements. For example, trade secrets and confidential
know-how
can be difficult to maintain as confidential. Although SeaStar Medical uses reasonable efforts to protect its trade secrets, any party with whom it has executed a confidentiality agreement could breach that agreement and disclose SeaStar Medical’s confidential information.
Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time consuming, and the outcome is unpredictable. Accordingly, SeaStar Medical may not be able to obtain adequate remedies for such breaches, despite any legal action it might take against persons making such unauthorized disclosure. In addition, courts outside the United States sometimes are less willing than in the United States to protect trade secrets.
If any of SeaStar Medical’s trade secrets were to be lawfully obtained or independently developed by a competitor, it would have no right to prevent such third party, or those to whom the third party communicates such technology or information, from using that technology or information to compete with SeaStar Medical. If any of its trade secrets were to be disclosed to or independently developed by a competitor, its business, results of operations and financial condition.
Those with whom SeaStar Medical collaborates on research and development related to current and future technologies and products may have rights to publish data and other information to which SeaStar Medical has rights. In addition, SeaStar Medical sometimes engages individuals or entities to conduct research relevant to its business. The ability of these individuals or entities to publish or otherwise publicly disclose data and other information generated during the course of their research is subject to certain contractual limitations. But these contractual provisions may be insufficient or inadequate to protect SeaStar Medical’s confidential information. If
 
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SeaStar Medical does not apply for patent protection prior to such publication, or if it cannot otherwise maintain the confidentiality of its proprietary technology and other confidential information, then its ability to obtain patent protection or to protect its trade secret information may be jeopardized.
New technology may lead to SeaStar Medical’s competitors developing superior products which would reduce demand for its products regardless of any patent protection it may have.
Research into technologies similar to SeaStar Medical’s technologies is proceeding at a rapid pace, and companies and research institutions are actively engaged in the development of products similar to SeaStar Medical’s products. These new technologies may, if successfully developed, offer significant performance or price advantages when compared with SeaStar Medical’s technologies. SeaStar Medical’s existing patents or its pending and proposed patent applications may not offer meaningful protection if a competitor develops a novel product based on a new technology.
The United States government may exercise certain rights with regard to SeaStar Medical’s inventions, or licensors’ inventions, developed using federal government funding.
The United States federal government retains certain rights in inventions produced with its financial assistance under the Patent and Trademark Law Amendments Act (as amended, the “Bayh-Dole Act”). Certain of SeaStar Medical’s exclusively owned patents and patent applications and those patents and applications that it
co-owns
with and exclusively licenses from the University of Michigan were developed using federal funding from the National Institutes of Health, the U.S. Department of Defense, and/or the U.S. Army Medical Research and Materiel Command. Consequently, pursuant to the Bayh-Dole Act, the U.S. government has certain rights in patents and applications that cover SeaStar Medical’s SCD technology, in particular, to those patents and applications identified in the section of this proxy statement/prospectus entitled “
SeaStar Medical’s Business – Intellectual Property
” belonging to Patent Families 1-4.
The U.S. federal government has certain rights, including
so-called
march-in rights,
to any patent rights that were funded in part by the U.S. government and any products or technology developed from such patent rights. When new technologies are developed with U.S. government funding, the U.S. government generally obtains certain rights in any resulting patents, including a
non-exclusive
license authorizing the U.S. government to use the invention for
non-commercial
purposes. These rights may permit the U.S. government to disclose SeaStar Medical’s confidential information to third parties and to exercise
march-in rights
to use or to allow third parties to use SeaStar Medical’s licensed patents, including certain patents relating to SCD product candidates. The U.S. government can exercise its
march-in rights
if it determines that action is necessary because SeaStar Medical fails to achieve the practical application of government-funded technology, because action is necessary to alleviate health or safety needs, to meet requirements of federal regulations, or to give preference to U.S. industry. In addition, SeaStar Medical’s rights in such inventions may be subject to certain requirements to manufacture products embodying such inventions in the United States. Furthermore, the U.S. government may have the right to take title to government-funded inventions if SeaStar Medical fails to disclose the inventions to the government in a timely manner or fails to file a patent application within specified time limits.
If the U.S. government exercises such march-in rights, SeaStar Medical may not be able to develop or commercialize its product candidates effectively or profitably, or at all, which could harm SeaStar Medical’s business, results of operations and financial condition. In addition, if any intellectual property owned or licensed by SeaStar Medical becomes subject to any of the rights or remedies available to the U.S. government or third parties pursuant to the Bayh-Dole Act, this could impair the value of SeaStar Medical’s intellectual property and could adversely affect its business.
SeaStar Medical also sometimes collaborates with academic institutions to accelerate its research or development. While SeaStar Medical tries to avoid engaging its academic partners in projects in which there is a risk that federal funds may be
co-mingled,
it cannot be sure that any
co-developed
intellectual property will be
 
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free from government rights pursuant to the Bayh-Dole Act. If, in the future, SeaStar Medical
co-owns
or licenses technology which is critical to its business that is developed in whole or in part with federal funds subject to the Bayh-Dole Act, its ability to enforce or otherwise exploit patents covering such technology may be adversely and materially affected.
Changes to the patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing SeaStar Medical’s ability to protect its products.
As is the case with other medical device companies, SeaStar Medical’s success is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the medical device industry involves both technological and legal complexity and is therefore costly, time consuming and inherently uncertain. Patent reform legislation in the United States and other countries, including the Leahy-Smith America Invents Act, or the Leahy-Smith Act, signed into law in September 2011, could increase those uncertainties and costs. The Leahy-Smith Act included a number of significant changes to United States patent law. These include provisions that affect the way patent applications are prosecuted, redefine prior art and provide more efficient and cost-effective avenues for competitors to challenge the validity of patents, such as through post grant and inter partes review proceedings at the USPTO. In addition, the Leahy-Smith Act transformed the United States patent system into a “first to file” system effective March 2013. The Leahy-Smith Act and its implementation could make it more difficult for SeaStar Medical to obtain patent protection for its inventions and increases the uncertainties and costs surrounding the prosecution of SeaStar Medical’s patent applications and the enforcement or defense of its issued patents, all of which could harm its business, results of operations and financial condition.
The United States Supreme Court has ruled on several patent cases, either narrowing the scope of patent protection available or weakening the rights of patent owners in certain circumstances. Additionally, there have been proposals for additional changes to the patent laws of the United States and other countries that, if adopted, could impact SeaStar Medical’s ability to enforce its proprietary technology. Depending on future actions by Congress, the United States courts, the USPTO and the relevant
law-making
bodies in other countries, the laws and regulations governing patents could change in ways that would weaken SeaStar Medical’s ability to obtain new patents or to enforce its existing and future patents.
Intellectual property rights do not necessarily address all potential threats to SeaStar Medical’s competitive advantage.
The degree of future protection afforded by SeaStar Medical’s intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect its business, or permit it to maintain its competitive advantage. The following examples are illustrative:
 
   
others may be able to make products that are the same as or similar to SeaStar Medical’s products but that are not covered by the claims of patents that it owns or has rights to;
 
   
SeaStar Medical or its licensors or any current or future strategic partners might not have been the first to conceive or reduce to practice the inventions covered by its patents or pending patent applications;
 
   
SeaStar Medical or its licensors or any future strategic partners might not have been the first to file patent applications covering the inventions in SeaStar Medical’s patents or applications;
 
   
others may independently develop similar or alternative technologies or duplicate any of SeaStar Medical’s technologies without infringing SeaStar Medical’s intellectual property rights;
 
   
SeaStar Medical’s pending patent rights may not lead to issued patents, or the patents, if granted, may not provide it with any competitive advantage, or may be held invalid or unenforceable, as a result of legal challenges by its competitors;
 
   
SeaStar Medical’s competitors might conduct research and development activities in countries where it does not have patent rights and then use the information learned from such activities to develop competitive products for sale in SeaStar Medical’s major commercial markets;
 
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third parties manufacturing or testing SeaStar Medical’s products or technologies could use the intellectual property of others without obtaining a proper license;
 
   
SeaStar Medical may not develop additional technologies that are patentable; and
 
   
third parties may allege that SeaStar Medical’s development and commercialization of its products infringe their intellectual property rights, the outcome of any related litigation may have an adverse effect on SeaStar Medical’s business, result of operations and financial condition.
Obtaining and maintaining SeaStar Medical’s patent protection depends on compliance with various procedural, document submissions, fee payment and other requirements imposed by governmental patent agencies, and its patent protection could be reduced or eliminated for noncompliance with these requirements.
Periodic maintenance fees on any issued patent are owed to the USPTO and foreign patent agencies in several stages over the lifetime of the patent. The USPTO and various foreign governmental patent agencies also require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or the lapse of a patent or patent application, resulting in the partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits,
non-payment
of fees and failure to properly legalize and submit formal documents. If SeaStar Medical or its licensors fail to maintain the patents and patent applications covering SeaStar Medical’s products, its competitive position would be adversely affected.
SeaStar Medical may obtain only limited geographical protection with respect to certain patent rights, which may diminish the value of its intellectual property rights in those jurisdictions and prevent it from enforcing its intellectual property rights throughout the world.
Filing, prosecuting and defending patents on product candidates in all countries throughout the world would be prohibitively expensive. Accordingly, SeaStar Medical has not and in the future may not file for patent protection in all national and regional jurisdictions where such protection may be available. In addition, it may decide to abandon national and regional patent applications before grant, or to not pay maintenance fees on granted patents in certain jurisdictions. Finally, the grant proceeding of each national/regional patent office is an independent proceeding that may lead to situations in which applications in some jurisdictions are refused by the relevant patent offices, while other applications are granted. It is also quite common that depending on the country, the scope of patent protection may vary for the same product candidate or technology.
Competitors may use SeaStar Medical’s technologies to develop their own products in jurisdictions where SeaStar Medical has not obtained patent protection and, further, may export otherwise infringing products to territories where SeaStar Medical has patent protection, but where patent enforcement is not as strong as that in the United States. These products may also compete with SeaStar Medical’s products in jurisdictions where it does not have any issued or licensed patents or where SeaStar Medical’s patent or other intellectual property rights are not effective or sufficient to prevent these products from competing with SeaStar Medical.
Additionally, some countries do not afford intellectual property protection to the same extent as the laws of the United States and Europe. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal systems of some countries do not favor the enforcement of patents and other intellectual property rights. This could make it difficult for SeaStar Medical to stop the infringement of its patents or the misappropriation of its other intellectual property rights in these countries. For example, many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If SeaStar Medical or any of its licensors is forced to grant a
 
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license to third parties with respect to any patents relevant to its business, its competitive position may be impaired and its business, results of operations and financial condition may be adversely affected. Consequently, SeaStar Medical may not be able to prevent third parties from practicing its inventions in certain countries outside the United States and Europe. Competitors may use SeaStar Medical’s technologies to develop their own products in jurisdictions where SeaStar Medical has not obtained patent protection. Furthermore, they may export otherwise infringing products to jurisdictions where SeaStar Medical has patent protection, if SeaStar Medical’s ability to enforce its patents to stop the infringing activities in those jurisdictions is inadequate.
Proceedings to enforce SeaStar Medical’s patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert its efforts and resources from other aspects of its business. Furthermore, while SeaStar Medical intends to protect its intellectual property rights in major markets for its products, it may not be able to initiate or maintain similar efforts in all jurisdictions in which it wishes to market its products. Accordingly, SeaStar Medical’s efforts to protect its intellectual property rights in such countries may be inadequate.
Risks Related to Being a Public Company
The Combined Company does not have experience operating as a United States public company and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act.
The Combined Company does not have experience operating as a United States public company. None of the Combined Company’s proposed executive officers have experience in managing a United States public company, which makes their ability to comply with applicable laws, rules and regulations uncertain. The Combined Company’s failure to comply with all laws, rules and regulations applicable to United States public companies could subject the Combined Company and its management to regulatory scrutiny or sanction, which could harm its reputation and share price.
SeaStar Medical has not previously been required to prepare or file periodic or other reports with the SEC or to comply with the other requirements of United States federal securities laws applicable to public companies. SeaStar Medical has not previously been required to establish and maintain the disclosure controls and procedures, and internal controls over financial reporting applicable to a public company in the United States, including the Sarbanes-Oxley Act. Although SeaStar Medical is in the process of developing and implementing its governance, compliance, risk management and control framework and culture required for a public company, the Combined Company may not be able to meet the requisite standards expected by the SEC and/or its investors. The Combined Company may also encounter errors, mistakes and lapses in processes and controls resulting in failures to meet the requisite standards expected of a public company.
As a United States public reporting company, the Combined Company will incur significant legal, accounting, insurance, compliance, and other expenses. The Combined Company cannot predict or estimate the amount of additional costs it may incur or the timing of such costs. Compliance with reporting, internal control over financial reporting and corporate governance obligations may require members of its management and its finance and accounting staff to divert time and resources from other responsibilities to ensure these new regulatory requirements are fulfilled.
If it fails to adequately implement the required governance and control framework, the Combined Company could be at greater risk of failing to comply with the rules or requirements associated with being a public company. Such failure could result in the loss of investor confidence, could harm the Combined Company’s reputation, and cause the market price of the Combined Company’s securities to decline. Other challenges in complying with these regulatory requirements may arise because the Combined Company may not be able to complete its evaluation of compliance and any required remediation in a timely fashion. Furthermore, any current or future controls may be considered as inadequate due to changes or increased complexity in regulations, SeaStar Medical’s operating environment or other reasons.
 
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Due to inadequate governance and internal control policies, misstatements or omissions due to error or fraud may occur and may not be detected, which could result in failures to make required filings in a timely manner and make filings containing incorrect or misleading information. Any of these outcomes could result in SEC enforcement actions, monetary fines or other penalties, as well as damage to the Combined Company’s reputation, business, financial condition, operating results and share price.
The Combined Company may not be able to consistently comply with all of Nasdaq’s Listing Rules.
As a public company, the Combined Company will be subject to Nasdaq listing rules. If it fails to meet the requirements of the applicable listing rules, such failure may result in the Combined Company not being listed by Nasdaq, a suspension of the trading of its shares or delisting in the future. This may further result in legal or regulatory proceedings, fines and other penalties, legal liability for the Combined Company, the inability for the Combined Company’s stockholders to trade their shares and negatively impact the Combined Company’s share price, reputation, operations and financial position, as well as its ability to conduct future fundraising activities.
SeaStar Medical identified a material weakness in its internal control over financial reporting. If the Combined Company is unable to develop and maintain an effective system of internal controls over financial reporting, the Combined Company may not be able to accurately report its financial results in a timely manner, which may materially and adversely affect the Combined Company’s business, results of operations and financial condition.
As a private company, SeaStar Medical has not been required to document and test its internal controls over financial reporting nor has its management been required to certify the effectiveness of its internal controls and its auditors have not been required to opine on the effectiveness of its internal controls over financial reporting.
SeaStar Medical’s management is responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. SeaStar Medical’s management also evaluates the effectiveness of its internal controls and SeaStar Medical discloses any changes and material weaknesses identified through such evaluation of its internal controls. A material weakness is a deficiency, or a combination of deficiencies, in the internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of SeaStar Medical’s annual or interim financial statements will not be prevented or detected on a timely basis.
In the course of preparing the financial statements that are included in this proxy statement/prospectus, SeaStar Medical has identified a material weakness in its internal controls over financial reporting as of December 31, 2021, which relates to a deficiency in the design and operation of its financial accounting and reporting controls. Specifically, the material weakness resulted from a lack of segregation of duties within the financial accounting and reporting processes, including the absence of an independent review and approval process in recording transactions to the financial statements and inappropriate access to the general ledger, disbursement and payroll systems. While the Combined Company intends to implement measures to remediate the material weakness including hiring additional accounting staff with requisite experiences and skills, there is no guarantee that it can be remediated in a timely fashion or at all. The Combined Company’s failure to correct this material weakness could result in inaccurate financial statements and could also impair its ability to comply with the applicable financial reporting requirements on a timely basis. These compliance issues could cause investors to lose confidence in SeaStar Medical’s reported financial information and may result in volatility in and a decline in the market price of the Combined Company’s securities.
Upon completion of this Business Combination, SeaStar Medical will become a wholly owned subsidiary of the Combined Company, and the Combined Company will be renamed as “SeaStar Medical Holding Corporation.” Prior to the filing of the registration statement of which the proxy statement/prospectus is a part, SeaStar Medical was not subject to the Sarbanes-Oxley Act, and Section 404 thereof will require that the Combined Company include a report from management on the effectiveness of its internal control over financial
 
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reporting in its annual report on Form
10-K.
It may take the Combined Company time to develop the requisite internal control framework. The Combined Company’s management may conclude that its internal control over financial reporting is not effective, or the level at which the Combined Company’s controls are documented, designed, or reviewed is not adequate, and may result in the Combined Company’s independent registered public accounting firm issuing a report that is qualified. In addition, the reporting obligations may place a significant strain on the Combined Company’s management, operational and financial resources and systems for the foreseeable future. The Combined Company may be unable to complete its evaluation testing and any required remediation in a timely manner.
During the course of documenting and testing the Combined Company’s internal control procedures, in order to satisfy the requirements of Section 404, the Combined Company may subsequently identify deficiencies in its internal control over financial reporting. Moreover, if the Combined Company fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, it may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404. If the Combined Company fails to achieve and maintain an effective internal controls environment, it could result in material misstatements in its financial statements and a failure to meet its reporting obligations, which may cause investors to lose confidence in its reported financial information. This could in turn limit SeaStar Medical’s access to capital markets and harm its results of operations. The Combined Company may also be required to restate its financial statements from prior periods if such deficiencies are identified. Additionally, ineffective internal control over financial reporting could expose it to increased risk of fraud or misuse of corporate assets and subject it to potential delisting from Nasdaq, regulatory investigations and civil or criminal sanctions. All of these consequences could adversely impact the Combined Company’s reputation, business, results of operations, financial condition and share price.
The Combined Company may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
The Combined Company has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.
Historical trading prices for shares of Class A Common Stock have varied between a low of approximately $9.77 per share on March 24, 2021 to a high of approximately $10.16 per share on June 9, 2022, but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). In the event that LMAO elects to redeem all of the redeemable warrants as described above, LMAO will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.
 
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Risks Related to LMAO’s Business and the Business Combination
LMAO will be forced to liquidate the Trust Account if it cannot consummate a business combination by July 25, 2022 or, if the Sponsor deposits into the Trust Account $1,035,000 on or prior to July 25, 2022, October 25, 2022.
If LMAO is unable to complete a business combination by July 25, 2022 and is forced to liquidate, the
per-share
liquidation distribution will be $[10.20]. If the Sponsor deposits into the Trust Account $1,035,000 on or prior to July 25, 2022, the deadline to complete a business combination would be extended to October 25, 2022 and if it is unable to complete a business combination by October 25, 2022 and is forced to liquidate, the
per-share
liquidation distribution will be $[10.30].
You must tender your shares of Common Stock in order to validly seek redemption at the Meeting.
In connection with tendering your public shares for redemption, you must elect either to physically tender your share certificates to Continental or to deliver your Common Stock to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case at least two business days before the Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.
If the conditions to the Merger Agreement are not met, the Business Combination may not occur.
Even if the Merger Agreement is approved by SeaStar Medical’s stockholders, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Business Combination. For a list of the material closing conditions contained in the Merger Agreement, see the section titled “
Proposal 1
 
-
 
The Business Combination Proposal
 
-
 
Conditions to the Closing of the Business Combination
.” LMAO and SeaStar Medical may not satisfy all of the closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause LMAO and SeaStar Medical to each lose some or all of the intended benefits of the Business Combination.
If third parties bring claims against LMAO, the proceeds held in the trust could be reduced and the
per-share
redemption amount received by LMAO’s stockholders may be less than [$10.20] per share.
LMAO’s placing of funds in the Trust Account may not protect those funds from third-party claims against LMAO. Although LMAO has received from many of the vendors, service providers (other than certain of its service providers, including, for example, its independent registered public accounting firm), prospective target businesses, and other entities with which it does business executed agreements with waiving right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of LMAO’s public stockholders, such parties may not still bring claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against LMAO’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, LMAO’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to it than any alternative.
Examples of possible instances where LMAO may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no
 
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guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with LMAO and will not seek recourse against the Trust Account for any reason. Upon redemption of LMAO’s public shares, if it is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with LMAO’s initial business combination, LMAO will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the ten (10) years following redemption. Accordingly, the
per-share
redemption amount received by public stockholders could be less than the [$10.20] per share initially held in the Trust Account, due to claims of such creditors.
Pursuant to the letter agreement, the Sponsor has agreed that it will be liable to LMAO if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target business with which LMAO has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of: (i) [$10.20] per public share; and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than [$10.20] per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under LMAO’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, LMAO has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of LMAO. Therefore, LMAO cannot assure you that the Sponsor would be able to satisfy those obligations. None of LMAO’s officers or directors will indemnify LMAO for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
LMAO’s stockholders may be held liable for claims by third parties against LMAO to the extent of distributions received by them upon redemption of their shares.
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to LMAO’s public stockholders upon the redemption of LMAO’s public shares in the event that it does not complete its initial business combination within 18 months from the closing of the IPO (or 21 months from the closing, if it extends the period of time to consummate a business combination) may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a
60-day
notice period during which any third-party claims can be brought against the corporation, a
90-day
period during which the corporation may reject any claims brought, and an additional
150-day
waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is LMAO’s intention to redeem its public shares as soon as reasonably possible following the 18th month from the closing of the IPO in the event it does not complete its initial business combination and, therefore, LMAO do not intend to comply with the foregoing procedures.
Because LMAO will not be complying with Section 280, Section 281(b) of the DGCL requires it to adopt a plan, based on facts known to it at such time that will provide for LMAO’s payment of all existing and pending claims or claims that may be potentially brought against it within the 10 years following its dissolution. However, because LMAO is a blank check company, rather than an operating company, and its operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from LMAO’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If LMAO’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to
 
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the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. LMAO cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, LMAO’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of LMAO’s stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to LMAO’s public stockholders upon the redemption of its public shares in the event LMAO does not complete its initial business combination within 18 months from the closing of the IPO (or 21 months from the closing, if it extends the period of time to consummate a business combination) is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.