SeaStar Medical Holding Corp S-1, filed Jan 8, 2021

SeaStar Medical Holding Corp (ICU)

S-1 2021-01-08

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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) 222-899

Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Security⁽¹⁾		Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one redeemable Warrant entitling the holder to purchase one share of Class A common stock⁽²⁾	8,625,000 Units	$	10.00	$	86,250,000	$	9,409.88
Shares of Class A common stock included as part of the units⁽³⁾	8,625,000 Shares		—		—		—	⁽⁴⁾
Redeemable warrants included as part of the units⁽³⁾	8,625,000 Warrants		—		—		—	⁽⁴⁾
Total				$	86,250,000	^$	9,409.88

	Per Unit		Total
Public offering price	$	10.00	$	75,000,000
Underwriting discounts and commissions⁽¹⁾	$	0.55	$	4,125,000
Proceeds, before expenses, to LMF Acquisition Opportunities, Inc.	$	9.45	$	70,875,000


Summary		1
Risk Factors		33
Cautionary Note Regarding Forward-Looking Statements		62
Use of Proceeds		63
Dividend Policy		66
Dilution		66
Capitalization		69
Management’s Discussion and Analysis of Financial Condition and Results of Operations		70
Proposed Business		76
Management		100
Principal Stockholders		108
Certain Relationships and Related Party Transactions		110
Description of Securities		113
U.S. Federal Income Tax Considerations		125
Underwriting		133
Legal Matters		141
Experts		141
Where You Can Find Additional Information		141
INDEX TO FINANCIAL STATEMENTS		f-1


Securities offered	7,500,000 units, at $10.00 per unit, each unit consisting of: •one share of Class A common stock; and •one redeemable warrant, with each warrant exercisable for one share of Class A common stock at a price of $11.50 per share.
Proposed Nasdaq symbols	Units: “LMAOU” Class A common stock: “LMAO” Warrants: “LMAOW”
Trading commencement and separation of Class A common stock and warrants	The units will begin trading on or promptly after the date of this prospectus. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52^nd business day following the date of this prospectus unless Maxim informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants.
Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K	In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.


Units:
Number outstanding before this offering	0
Number outstanding after this offering	7,500,000⁽¹⁾
Common stock:
Number outstanding before this offering	2,156,250 shares of Class B common stock⁽²⁾
Number outstanding after this offering	9,450,000 shares of Class A common stock and Class B common stock⁽¹⁾⁽³⁾
Warrants:
Number outstanding before this offering	0
Number of private placement warrants to be sold in a private placement simultaneously with this offering	4,598,000⁽¹⁾
Number of warrants to be outstanding after this offering and the private placement _________________________________	12,098,000⁽¹⁾⁽⁴⁾
(1) Assumes no exercise of the underwriters’ over-allotment option and the forfeiture by our initial stockholders of 281,250 founder shares. (2) Includes up to 281,250 shares that are subject to forfeiture by our initial stockholders depending on the extent to which the underwriters’ over-allotment option is exercised. (3) Comprised of 7,500,000 shares of Class A common stock included in the units to be sold in this offering, 75,000 shares of Class A common stock issuable to Maxim and/or its designees, and 1,875,000 shares of Class B common stock (or founder shares). The Class B common stock is convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” (4) Comprised of 7,500,000 public warrants included in the units to be sold in this offering and 4,598,000 private placement warrants to be sold in the private placement.


Warrant Terms:
Exercisability	Each warrant is exercisable to purchase one share of our Class A common stock.
Exercise price	$11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


Cashless exercise of private placement warrants	If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing: (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below); by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


Proceeds to be held in trust account	Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we receive from this offering and the sale of the private placement warrants, $76,500,000 or $10.20 per unit ($87,975,000, or $10.20 per unit, if the underwriters’ over-allotment option is exercised in full) will be deposited into a trust account in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and $1,598,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. These proceeds include $2,625,000 (or $3,018,750 if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation: (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus);
	or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity; and (c) the redemption of our public shares if we are unable to complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.

Extension of time to complete business combination	We will have until 18 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination by an additional three months (for a total of 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of our certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees must deposit into the trust account $750,000, or up to $862,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the deadline. Such payment would be made in the form of a loan. Any such loan will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not repay such loan. Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loan out of the funds held in the trust account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are obligated to fund the trust account to extend the time for us to complete our initial business combination pursuant to the terms of the letter agreement.


Redemption rights in connection with proposed amendments to our certificate of incorporation	Our certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our certificate of incorporation will provide that we may not issue additional securities that can vote on amendments to our certificate of incorporation or on our initial business combination or that would entitle holders thereof to receive funds from the trust account. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (not including the shares of Class A common stock issuable to Maxim and assuming they do not purchase any units in this offering), will participate in any vote to amend our certificate of incorporation and/or trust agreement and will have
	the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our certificate of incorporation: (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus); or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.
Release of funds in trust account on closing of our initial business combination	On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination.” We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination, and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital.



Limited payments to insiders	There will be no finder’s fees, reimbursement, consulting fee, non-cash payments, monies in respect of any payment of a loan, or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers, or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: •Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; •Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
	•Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the private placement warrants,
	including as to exercise price, exercisability, and exercise period of the underlying warrants. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, or directors, or their affiliates.
Audit Committee	We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled “Management — Committees of the Board of Directors — Audit Committee.”


	November 6, 2020
	Actual		As Adjusted
Balance Sheet Data:
Working capital⁽¹⁾	$	(48,000)	$	74,650,000
Total assets⁽²⁾	$	98,000	$	77,275,000
Total liabilities⁽³⁾	$	73,000	$	2,698,000
Value of common stock subject to possible conversion/tender⁽⁴⁾		-	$	69,649,999
Stockholder’s equity⁽⁵⁾	$	25,000	$	5,000,001

(1)The “as adjusted” calculation includes $76,500,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $750,000 of cash held outside the trust account, plus $25,000 of actual stockholders’ equity on November 6, 2020, less $2,625,000 of deferred underwriting commissions. (2)The “as adjusted” calculation equals $76,500,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $750,000 in cash held outside the trust account, plus $25,000 of actual stockholders’ equity on November 6, 2020. (3)The “as adjusted” calculation equals $2,625,000 of deferred underwriting commissions, assuming the over-allotment option is not exercised plus $73,000 of accounts payable. (4)The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the “as adjusted” stockholders’ equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001 either immediately prior to or upon consummation of our initial business combination. (5)The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of shares of common stock that may be redeemed in connection with our initial business combination ($10.20 per share).


	Without Over-Allotment Option			Over-Allotment Option Fully Exercised
Gross proceeds
Gross proceeds from units offered to public⁽¹⁾	$	75,000,000		$	86,250,000
Gross proceeds from private placement warrants offered in the private placement		4,598,000			5,048,000
Total gross proceeds	$	79,598,000		$	91,298,000
Offering expenses⁽²⁾
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred underwriting commissions)⁽³⁾	$	1,500,000		$	1,725,000
Legal fees and expenses		275,000			275,000
Printing and road show expenses		65,000			65,000
Accounting fees and expenses		45,000			45,000
SEC/FINRA expenses		23,000			23,000
Directors’ and officers’ insurance premiums		200,000			200,000
Nasdaq listing and filing fees		75,000			75,000
Reimbursement to underwriters for expenses		125,000			125,000
Miscellaneous expenses		40,000			40,000
Total offering expenses (excluding underwriting commission)	$	848,000		$	848,000
Proceeds after offering expenses	$	77,250,000		$	88,725,000
Total proceeds held in trust (including deferred underwriting commissions)⁽³⁾	$	76,500,000		$	87,975,000
Percentage of public offering proceeds held in trust		102.00	%		102.00	%
Net offering proceeds not held in trust account	$	750,000		$	750,000
The following table shows the use of the approximately $750,000 of net proceeds not held in the trust account.⁽⁴⁾
	Amount			% of Total
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination⁽⁵⁾	$	150,000			20.00	%
Legal and accounting fees related to regulatory reporting requirements		50,000			6.67	%
Working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income)		550,000			73.33	%
Total	$	750,000			100.0	%


	No exercise of over-allotment option					Exercise of over-allotment option in full
Public offering price			$	10.00				$	10.00
Net tangible book value before this offering	$	(0.03)				$	(0.03)
Increase attributable to public stockholders and sale of the private placement warrants	$	1.98				$	1.76
Pro forma net tangible book value after this offering			$	1.96				$	1.74
Dilution to public stockholders			$	8.04				$	8.26
Percentage of dilution to public stockholders				80.42	%				82.60	%


	Shares Purchased			Total Consideration				Average Price Per Share
	Number	Percentage		Amount		Percentage		Average Price Per Share
Initial Stockholders⁽¹⁾	1,875,000	19.84	%	$	25,000	0.03	%	$	0.01
Representative’s Shares ⁽²⁾	75,000	0.79	%		750,000	0.99	%	$	10.00
Public Stockholders	7,500,000	79.37	%	$	75,000,000	98.98	%	$	10.00
	9,450,000	100.0	%	$	75,775,000	100.000	%

(1)Assumes no exercise of the underwriters’ over-allotment option.
(2) Assumes the issuance of 75,000 shares of Class A common stock to the representative.


	Without Over-allotment		With Over-allotment
Numerator:
Net tangible book value deficit before this offering	$	(48,000)	$	(48,000)
Net proceeds from this offering and sale of the private placement warrants, net of expenses⁽¹⁾		77,250,000		88,725,000
Plus: Offering costs paid in advance, excluded from tangible book value		73,000		73,000
Less: Deferred underwriting commissions		(2,625,000)		(3,018,750)
Less: Proceeds held in trust subject to redemption to maintain net tangible assets of $5,000,001⁽²⁾		(69,649,999)		(80,731,249)
	$	5,000,001	$	5,000,001
Denominator:
Shares of Class B common stock outstanding prior to this offering		2,156,250		2,156,250
Shares of Class B common stock forfeited if over-allotment is not exercised		(281,250)		-
Shares of Class A common stock issuable to representative		75,000		86,250
Shares of Class A common stock included in the units offered		7,500,000		8,625,000
Less: Shares subject to redemption		(6,896,039)		(7,993,192)
		2,553,961		2,874,308


Type of Transaction	Whether Stockholder Approval is Required
Purchase of assets	No
Purchase of stock of target not involving a merger with the company	No
Merger of target into a subsidiary of the company	No
Merger of the company with a target	Yes


	Redemptions in Connection with our Initial Business Combination	Other Permitted Purchases of Public Shares by us or our Affiliates	Redemptions if we Fail to Complete an Initial Business Combination


	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	$76,500,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account in the United States, with Continental Stock Transfer & Trust Company acting as trustee.	Approximately $66,150,000 of the offering proceeds would be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds	$76,500,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Receipt of interest on escrowed funds	Interest on proceeds from the trust account to be paid to stockholders is reduced by (i) any income or franchise taxes paid or payable, and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.	Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.


	Terms of Our Offering	Terms Under a Rule 419 Offering
Limitation on fair value or net assets of target business	Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.	The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
Trading of securities issued	We expect the units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52^nd day following the date of this prospectus unless Maxim informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, an additional Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.	No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
Exercise of the warrants	The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.


	Terms of Our Offering	Terms Under a Rule 419 Offering
Election to remain an investor	We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. We intend to give approximately 30 days’ (but not less than 10 days’ nor more than 60 days’) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.	A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if it elects to remain a stockholder of the company or require the return of its investment. If the company has not received the notification by the end of the 45^th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.


	Terms of Our Offering	Terms Under a Rule 419 Offering
	A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.
Business combination deadline	If we are unable to complete an initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this 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 100% of 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 dissolution 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 of directors, 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.	If a business combination has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.


	Terms of Our Offering	Terms Under a Rule 419 Offering
Limitation on redemption rights of stockholders holding more than 20% of the shares sold in this offering if we hold a stockholder vote	If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our certificate of incorporation will provide that a public stockholder (including our affiliates), together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (more than an aggregate of 20% of the shares sold in this offering). Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell any Excess Shares in open market transactions.	Many blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination.
Tendering stock certificates in connection with a tender offer or redemption rights	We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the initial business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.	In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed initial business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership.


	Terms of Our Offering	Terms Under a Rule 419 Offering
Release of funds	Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) and (iii) the redemption of 100% of our public shares if we are unable to complete an initial business combination within the required time frame (subject to the requirements of applicable law). On the completion of our initial business combination, all amounts held in the trust account will be released to us, less amounts released to a separate account controlled by the trustee for disbursal to redeeming stockholders. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination.	The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.


Name	Age	Position
Bruce Rodgers	56	Chief Executive Officer, President, and Chairman of the Board of Directors
Richard Russell	60	Chief Financial Officer, Treasurer, Secretary and Director
Craig Burson*	59	Director Nominee
Martin Traber*	75	Director Nominee
[ ]	[ ]	Director Nominee


	Common Stock
	Before Offering		After Offering
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾	Approximate Percentage of Outstanding Common Stock		Number of Shares Beneficially Owned⁽²⁾	Approximate Percentage of Outstanding Common Stock
LMFAO Sponsor, LLC (our sponsor)^{(2) (3)}	2,156,250	100.0%		1,875,000	19.8%
Bruce Rodgers⁽³⁾	2,156,250	100.0%		1,875,000	19.8%
Richard Russell⁽³⁾	2,156,250	100.0%		1,875,000	19.8%
Craig Burson	–	–		–	–
Martin Traber	–	–		–	–
[ ]	–	–		–	–
All executive officers and directors as a group (5 individuals)	2,156,250	100.0%		1,875,000	19.8%


(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o LMF Acquisition Opportunities, Inc., 1200 W. Platt St., Suite 100, Tampa, Florida 33606.


	(2)	Interests shown consist solely of founder shares, which are shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment, as described in the section of this prospectus entitled “Description of Securities.”
	(3)	LMFAO Sponsor, LLC, our sponsor, is the record holder of the shares reported herein. The sole manager of LMFAO Sponsor, LLC is LM Funding America, Inc., a Delaware corporation, of which Bruce Rodgers is the Chief Executive Officer, President, and Chairman of the Board of Directors and Richard Russell is the Chief Financial Officer, Treasurer, and Secretary. Accordingly, Mr. Rodgers and Mr. Russell have shared voting and investment discretion with respect to the shares held of record by LMFAO Sponsor, LLC, and as such, Mr. Rodgers and Mr. Russell may be deemed to have beneficial ownership of the Class B common stock held directly by LMFAO Sponsor, LLC. Mr. Rodgers and Mr. Russell disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
	(4)	Does not include any shares held by our sponsor. This individual is a member of our sponsor but does not have voting or dispositive control over the shares held by our sponsor.


	Payable by LMF Acquisition Opportunities, Inc.
	No Exercise of Over-Allotment Option		Full Exercise of Over-Allotment Option
Per Unit⁽¹⁾	$	0.55	$	0.55
Total⁽¹⁾	$	4,125,000	$	4,743,750

(1)Includes $0.35 per unit, or $2,625,000 (or $3,018,750 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus.


		Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		f-2
BALANCE SHEET		f-3
STATEMENT OF OPERATIONS		f-4
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY		f-5
STATEMENT OF CASH FLOWS		f-6
NOTES TO FINANCIAL STATEMENTS		f-7


ASSETS
Cash	$	25,000
Deferred offering costs		73,000
Total Assets	$	98,000

LIABILITIES AND STOCKHOLDER’S EQUITY
Accounts payable	$	73,000
Total Liabilities		73,000

Commitments		-

Stockholder’s Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding		-
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 2,156,250 shares issued and outstanding	$	216
Additional paid-in capital		24,784
Retained earnings		-
Total Stockholder’s Equity		25,000
Total Liabilities and Stockholder’s Equity	$	98,000

Expenses:
Formation and operating costs	$	-
Net income	$	-

Weighted average shares outstanding, basic and diluted ⁽¹⁾		1,875,000

Basic and diluted net loss per share	$	-


	COMMON STOCK						ADDITIONAL			TOTAL
	Class A			Class B			Paid-In		Accumulated	STOCKHOLDERS’
	Shares	Amount		Shares	Amount		Capital		Deficit	Equity
Balance – October 28, 2020 (date of inception)		$			$		$		$	$
Issuance of Class B common stock to Sponsor ⁽¹⁾	-		-	2,156,250		216		24,784			25,000
Net income
Balance – November 6, 2020	-	$	-	2,156,250	$	216	$	24,784	$	$	25,000

Cash Flows from Operating Activities:
Net income	$	-
Adjustments to reconcile net loss to net cash used in operating activities:
Net cash used in operating activities		-

Cash Flows from Financing Activities
Proceeds from issuance of Class B common stock to Sponsor		25,000
Net cash provided by operating activities		25,000
Net increase in cash		25,000
Cash – beginning of the period		-
Cash – end of the period	$	25,000

Supplemental disclosure of noncash activities:
Deferred offering costs	$	73,000


Exhibit	Description
1.1*	Form of Underwriting Agreement
3.1**	Certificate of Incorporation
3.2*	Form of Amended and Restated Certificate of Incorporation
3.3**	Bylaws
4.1*	Specimen Unit Certificate
4.2*	Specimen Class A common stock Certificate
4.3*	Specimen Warrant Certificate (included in Exhibit 4.4)
4.4*	Form of Warrant Agreement between VStock Transfer, LLC and the Registrant
5.1*	Opinion of Foley & Lardner LLP
10.1*	Form of Letter Agreement among the Registrant and our officers, directors, and LMFAO Sponsor, LLC
10.2**	Promissory Note, dated November 6, 2020, issued to LMFAO Sponsor, LLC
10.3*	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant
10.4*	Form of Registration Rights Agreement between the Registrant and certain security holders
10.5**	Securities Subscription Agreement, dated November 6, 2020 between the Registrant and LMFAO Sponsor, LLC
10.6*	Form of Private Placement Warrants Purchase Agreement between the Registrant and LMFAO Sponsor, LLC
10.7*	Form of Indemnity Agreement
14*	Form of Code of Ethics
23.1**	Consent of MaloneBailey, LLP
23.2*	Consent of Foley & Lardner LLP (included in Exhibit 5.1)
24**	Power of Attorney (included on signature page)
99.1*	Form of Audit Committee Charter
99.2*	Form of Compensation Committee Charter
99.3*	Consent of Craig Burson
99.4*	Consent of [ ]
99.5*	Consent of Martin Traber


To be filed. *Filed herewith.