--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-277072" form_type: "8-K" ticker: "ICU" cik: "0001831868" company_name: "SeaStar Medical Holding Corp" filed_at: "2022-11-04T23:59:59+00:00" generated_at: "2026-06-22T07:15:40.731883+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # SeaStar Medical completes SPAC merger with LMF Acquisition; renamed SeaStar Medical Holding ## Summary - Business Combination closed Oct 28, 2022; LMAO renamed SeaStar Medical Holding Corp. - Aggregate consideration to SeaStar Medical stockholders: $85.4M, paid in 7.84M shares valued at $10.00/share. - Approximately 8.88M shares of LMAO common stock redeemed by stockholders prior to closing. - Entered into new promissory notes: Maxim ($4.18M), Sponsor ($2.785M); amended LMFA credit (maturity Oct 2023, interest 7%). - Lock-up restrictions waived for two stockholders (David and Michael Humes); Lock-Up Waiver agreement executed. ## SEC filing metadata - accession: 0001193125-22-277072 - form_type: 8-K - ticker: ICU - cik: 0001831868 - company_name: SeaStar Medical Holding Corp - filed_at: 2022-11-04T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 9.01, 3.02, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1831868/000119312522277072/0001193125-22-277072-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831868/000119312522277072/d333231d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-277072 - JSON: https://secwatch.observer/filing/0001193125-22-277072.json - Plain text: https://secwatch.observer/filing/0001193125-22-277072.txt ## Key facts - Executive change Caryl Baron was appointed as Interim Chief Financial Officer at SeaStar Medical Holding Corp. - Action: appointed - Role: Interim Chief Financial Officer source text: Effective as of the Closing Date, Ms. Caryl Baron was appointed by the Board of Directors of the Company as the interim Chief Financial Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1831868/000119312522277072/0001193125-22-277072-index.htm - Governance Changes SeaStar Medical Holding Corp: Adopted Amended and Restated Bylaws effective as of the Closing Date. - Change: bylaw amendment source text: the Company adopted a Third Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and the Amended and Restated Bylaws (defined below) effective as of the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1831868/000119312522277072/0001193125-22-277072-index.htm - Governance Changes SeaStar Medical Holding Corp: Company ceased to be a shell company as a result of consummation of the Business Combination. - Change: shell status source text: As a result of the consummation of the Business Combination, which fulfilled the “initial Business Combination” requirement of LAMO’s Certificate of Incorporation, as amended and restated, each of LMAO and the Company ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1831868/000119312522277072/0001193125-22-277072-index.htm - Governance Changes SeaStar Medical Holding Corp: Board adopted a new Code of Ethics for employees, officers and directors (effective 2022-10-28). - Change: code of ethics - Effective: 2022-10-28 source text: On October 28, 2022, the Board adopted a new Code of Ethics that applies to all of the Company’s employees, officers and directors, including the Company’s Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1831868/000119312522277072/0001193125-22-277072-index.htm - Governance Changes SeaStar Medical Holding Corp: Adopted Third Amended and Restated Certificate of Incorporation effective as of the Closing Date. - Change: charter amendment source text: the Company adopted a Third Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and the Amended and Restated Bylaws (defined below) effective as of the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1831868/000119312522277072/0001193125-22-277072-index.htm - M&A Transactions SeaStar Medical Holding Corp underwent a change of control involving LMF Acquisition Opportunities, Inc. (LMAO) for $85,408,328 (closed 2022-10-28). - Action: change of control - Counterparty: LMF Acquisition Opportunities, Inc. (LMAO) - Consideration: $85,408,328 - Closing: 2022-10-28 source text: the Business Combination was completed, which consisted of the following: The aggregate consideration payable to the stockholders of SeaStar Medical at the closing of the Business Combination (the “Closing”) was $85,408,328 evidence_url: https://www.sec.gov/Archives/edgar/data/1831868/000119312522277072/0001193125-22-277072-index.htm - Material Agreements SeaStar Medical Holding Corp amended Tumim Letter Agreement with Tumim Stone Capital LLC (effective 2022-10-28). - Action: amendment - Agreement: equity purchase - Counterparty: Tumim Stone Capital LLC - Effective: 2022-10-28 source text: On October 28, 2022, LMAO, SeaStar Medical, and Tumim Stone Capital LLC (“Tumim”) entered into a letter agreement (the “Tumim Letter Agreement”) to amend certain terms of the Common Stock Purchase Agreement, dated August 23, 2022 (the “Purchase Agreement”), by and among Tumim, LMAO, and SeaStar Medical following the consummation of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1831868/000119312522277072/0001193125-22-277072-index.htm - Material Agreements SeaStar Medical Holding Corp amended First Amendment to Credit Agreement with LM Funding America, Inc. (effective 2022-10-28). - Action: amendment - Agreement: credit facility - Counterparty: LM Funding America, Inc. - Effective: 2022-10-28 source text: On October 28, 2022, SeaStar Medical and LMFA entered into the First Amendment to Credit Agreement dated September 9, 2022 between LMFA and SeaStar Medical (the “First Amendment to Credit Agreement”), pursuant to which the parties amended the Credit Agreement and entered into an Amended and Restated Promissory Note evidence_url: https://www.sec.gov/Archives/edgar/data/1831868/000119312522277072/0001193125-22-277072-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.