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United States securities and exchange commission logo





                            September 2, 2022

       Bruce M. Rodgers
       Chief Executive Officer
       LMF Acquisition Opportunities, Inc.
       1200 W. Platt St., Suite 100
       Tampa, Florida 33606

                                                        Re: LMF Acquisition
Opportunities, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed August 24,
2022
                                                            File No. 333-264993

       Dear Mr. Rodgers:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
22, 2022 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Cover Page

   1.                                                   We note the revised
disclosure on the cover page in response to comment 1. We further
                                                        note that your
"anticipated" scenario shown on the cover page appears to actually be your
                                                        "No Redemption"
scenario shown on page 121. Please update your disclosure to clarify
                                                        the estimated ownership
percentages provided is for the "No Redemption" scenario or
                                                        otherwise advise. Also,
please revise the assumptions underlying the two scenarios
                                                        depicted on the cover
page to eliminate repetition and highlight the differences as it
                                                        appears the only
differences between the two scenarios is "no redemptions" versus
                                                        "maximum redemptions."
Finally, please refrain from describing your "No Redemption"
 Bruce M. Rodgers
FirstName LastNameBruce  M. Rodgers
LMF Acquisition Opportunities, Inc.
Comapany 2,
September NameLMF
             2022    Acquisition Opportunities, Inc.
September
Page 2    2, 2022 Page 2
FirstName LastName
         scenario as the the "anticipated" or "expected" scenario and make
clarifying disclosure
         throughout your filing, including on pages 8, 26, 73 and 143.
Questions and Answers about the Proposals
Q: What equity stake will current stockholders of LMAO and SeaStar Medical
stockholders hold
in the Combined Company after the closing?, page 8

2.       Given the uncertainty regarding the potential number of LMAO public
stockholders
         exercising their redemption rights, please update your disclosure in
this section so that the
         disclosure is consistent with your three scenarios (No Redemption, 50%
Redemption and
         Maximum Redemption) set out in your table on page 27.
Background of the Business Combination, page 99

3.       We reissue comments 5 and 6 to the extent it remains unclear who led
the efforts on
         behalf of LMAO to find an acquisition partner and what consideration
the Board gave to
         various potential candidates in the process, including when and how
many times the
         Board met to consider acquisition candidates. Revise to clarify. In
doing so, please clarify
         throughout the background section what transactions the Board
considered and
         determined to pursue or eliminated from consideration. In particular,
for example, on page
         101, you disclose, "[a]fter several more discussions between LMAO's
management team
         and Board and with Company A and its financial advisors" further
action occurred.
         Clarify if there were "several more discussions" with the Board and
how many times the
         Board met with members of management at that point and and each time
you reference
         "several more discussions" involving the Board, which occurs again
numerous times
         throughout the background section.
4.       We note the information provided in response to comment 8. Please
update your
         disclosure to clarify why the Board felt it appropriate to rely on the
enterprise valuations
         of large cap comparable companies given the current size of SeaStar
Medical. In your
         correspondence you state the "LMAO Board believed that the nature of
SeaStar Medical   s
         product candidate in conjunction with its regulatory strategy was an
important element of
         the future value of SeaStar Medical." Please update your disclosure in
your registration
         statement to discuss the qualitative and quantitative factors your
Board relied upon in
         greater detail to arrive at the pre-money valuation of no less than
$85 million.
Proposal 6 - The Nasdaq Proposal
Overview, page 143

5.       Please update your disclosure here to disclose the $2.5 million of
Commitment Shares
         payable to Tumim Stone Capital under the Common Stock Purchase
Agreement.
Clinical Studies, page 169

6.       We reissue comment 12 to the extent that you have not disclosed all
serious adverse
         events that were deemed study related. For example, on pages 170-171,
list all of the
 Bruce M. Rodgers
LMF Acquisition Opportunities, Inc.
September 2, 2022
Page 3
      SAEs experienced. On page 171, for the SCD-003-IDEG090189 study where no
SAEs
      were found to be "definitively" related to the device by the principal
investigator, please
      disclose any SAEs that were possibly related to the device or otherwise
advise. In
      addition, in the first full paragraph on page 172, list all SAEs, not
only "the most frequent
      categories." In this regard, it may be useful to provide this disclosure
in tabular form.
General

7.    We note the revised disclosure on the cover page regarding the Tumim
Stone Capital LLC
      Common Stock Purchase Agreement. Revise the cover page to disclose the
discount to
      market price to be paid by Tumim and clarify that the agreement is an
"equity-line
      financing agreement" consistent with your disclosure on page 24 and
elsewhere. In
      addition, please update your disclosure on the cover page to describe the
$2.5 million
      commitment fee payable to Tumim in the form of Commitment Shares and
update your
      estimated ownership percentages upon completion of the Business
Combination
      throughout your filing to account for the estimated Commitment Shares.
Finally,
      please include a separate, specific risk factor to address the potential
dilutive effect of
      your equity line agreement with Tumim.
8.    We note the revised disclosure on page 108 in response to comment 2. The
revised
      disclosure states the fact of the potential conflict of interest, but
does not address what
      consideration the board gave to that fact. Please revise accordingly. In
addition,
      please include a cross-reference to your risk factor on page 72 where
Maxim's potential
      conflicts of interest is discussed in greater detail.
       You may contact Tracie Mariner at (202) 551-3744 or Al Pavot at (202)
551-3738 if you
have questions regarding the financial statements and related matters. Please
contact Abby
Adams at (202) 551-6902 or Jason Drory at (202) 551-8342 with any other
questions.



                                                             Sincerely,
FirstName LastNameBruce M. Rodgers
                                                             Division of
Corporation Finance
Comapany NameLMF Acquisition Opportunities, Inc.
                                                             Office of Life
Sciences
September 2, 2022 Page 3
cc:       Curt P. Creely, Esq.
FirstName LastName
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