0001493152-23-013239 | S-1 | XBRL Viewer

Cover	12 Months Ended
Dec. 31, 2022
Entity Addresses [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	OCEAN BIOMEDICAL, INC.
Entity Central Index Key	0001869974
Entity Tax Identification Number	87-1309280
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	55 Claverick St.
Entity Address, Address Line Two	Room 325
Entity Address, City or Town	Providence
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02903
City Area Code	(401)
Local Phone Number	444-7375
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Ocean Biomedical, Inc.
Entity Address, Address Line Two	55 Claverick St.
Entity Address, Address Line Three	Room 325
Entity Address, City or Town	Providence
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02903
City Area Code	(401)
Local Phone Number	444-7375
Contact Personnel Name	Elizabeth Ng

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 328,305	$ 1,075,602
Prepaid Expenses	89,684	474,291
Receivable from Related Party	50,000
Total Current Assets	467,989	1,549,893
Other Assets
Cash and marketable securities held in Trust Account	110,443,335	107,102,449
Total Assets	110,911,324	108,652,342
Current Liabilities
Accounts payable	324,829	34,444
Accrued expenses	989,026	212,000
Notes payable related party	2,150,000
Total current liabilities	3,463,855	246,444
Deferred Underwriting Commissions	3,150,000	3,150,000
Total Liabilities	6,613,855	3,396,444
Class A common Stock subject to possible redemption, 10,500,000 shares (at redemption value of approximately $10.52 and $10.20 per share) at December 31, 2022 and 2021, respectively	110,443,335	107,100,000
Shareholders’ Deficit
Preferred Stock, $0.0001 par value; 1,250,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021
Additional paid-in-capital	(3,380,265)	(1,280,265)
Accumulated deficit	(2,765,874)	(564,110)
Total Shareholders’ Deficit	(6,145,866)	(1,844,102)
Total Liabilities and Shareholders’ Deficit	110,911,324	108,652,342
Common Class A [Member]
Shareholders’ Deficit
Common stock value	10	10
Common Class B [Member]
Shareholders’ Deficit
Common stock value	263	263
Ocean Biomedical Inc [Member]
Current Assets
Cash	34,000	60,000
Deferred offering costs	1,808,000	19,000
Total Current Assets	1,842,000	79,000
Other Assets
Total Assets	1,842,000	79,000
Current Liabilities
Accounts payable and accrued expenses	11,440,000	6,562,000
Notes payable related party
Accrued expenses-related party	445,000	179,000
Short term loans, net of issuance costs	776,000
Total current liabilities	12,661,000	6,741,000
Commitments and Contingencies
Shareholders’ Deficit
Additional paid-in-capital	70,770,000	57,567,000
Accumulated deficit	(81,589,000)	(64,229,000)
Total Shareholders’ Deficit	(10,819,000)	(6,662,000)
Total Liabilities and Shareholders’ Deficit	$ 1,842,000	$ 79,000

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,250,000	1,250,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	100,000	100,000
Common stock, shares outstanding	100,000	100,000
Temporary equity, shares outstanding	10,500,000	10,500,000
Temporary equity, per shares possible redemption	$ 10.52	$ 10.20
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	12,500,000	12,500,000
Common stock, shares issued	2,625,000	2,625,000
Common stock, shares outstanding	2,625,000	2,625,000
Ocean Biomedical Inc [Member]
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares authorized	180,564,262	180,564,262
Common stock, shares issued	17,496,370	17,496,370
Common stock, shares outstanding	17,496,370	17,496,370

Statements of Operations - USD ($)	6 Months Ended	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Formation and operating costs	$ (566,558)	$ (2,481,639)
Operating expenses
Total operating Loss	(566,558)	(2,481,639)
Other Income
Interest income from Trust Account	2,448	1,523,900
Interest expense		(691)
Net loss	$ (564,110)	$ (958,430)
Common Class A [Member]
Other Income
Basic and diluted weighted average shares outstanding	5,649,746	10,600,000
Basic and diluted net loss per share	$ (0.10)	$ (0.09)
Common Class B [Member]
Other Income
Basic and diluted weighted average shares outstanding	2,451,777	2,625,000
Basic and diluted net loss per share	$ (0.23)	$ (0.37)
Ocean Biomedical Inc [Member]
Revenue
Operating expenses
Research and development		8,409,000	33,933,000
General and administrative		7,712,000	28,412,000
Total operating expenses		16,121,000	62,345,000
Total operating Loss		(16,121,000)	(62,345,000)
Other income/(loss)		(1,238,000)	1,000
Other Income
Net loss		$ (17,359,000)	$ (62,344,000)
Basic and diluted weighted average shares outstanding		17,496,370	17,487,290
Basic and diluted net loss per share		$ (0.99)	$ (3.57)

Statements of Changes in Shareholders' Deficit - USD ($)	Common Stock [Member] Ocean Biomedical Inc [Member]	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member] Ocean Biomedical Inc [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member] Ocean Biomedical Inc [Member]	Retained Earnings [Member]	Ocean Biomedical Inc [Member]	Total
Beginning balance, value at Dec. 31, 2020						$ (1,885,000)		$ (1,885,000)
Balance, shares at Dec. 31, 2020	17,454,542
Sale of Units through initial public offering				1,017,000				1,017,000
Sale of Units through initial public offering, shares	41,828
Stock-based compensation				56,550,000				56,550,000
Net loss						(62,344,000)		(62,344,000)
Balance at Dec. 31, 2021		$ 10	$ 263	57,567,000	$ (1,280,265)	(64,229,000)	$ (564,110)	(6,662,000)	$ (1,844,102)
Balance, shares at Dec. 31, 2021	17,496,370	100,000	2,625,000
Beginning balance, value at Jun. 16, 2021
Balance, shares at Jun. 16, 2021
Sale of Units through initial public offering		$ 1,050			104,998,950				105,000,000
Sale of Units through initial public offering, shares		10,500,000
Net loss							(564,110)		(564,110)
Class B common stock issued to Sponsor			$ 288		24,712				25,000
Class B common stock issued to Sponsor, shares			2,875,000
Issuance of representative shares		$ 10			(10)
Issuance of representative shares, shares		100,000
Issuance of Private Placement Warrants					5,411,000				5,411,000
Transaction and Underwriting costs					(6,715,992)				(6,715,992)
Class A common stock subject to possible redemption		$ (1,050)			(104,998,950)				(105,000,000)
Class A common stock subject to possible redemption, shares		(10,500,000)
Redemption of Class B common stock			$ (25)		25
Redemption of Class B common stock, shares			(250,000)
Balance at Dec. 31, 2021		$ 10	$ 263	57,567,000	(1,280,265)	(64,229,000)	(564,110)	$ (6,662,000)	(1,844,102)
Balance, shares at Dec. 31, 2021	17,496,370	100,000	2,625,000
Sale of Units through initial public offering, shares								17,496,370
Stock-based compensation				12,378,000				$ 12,378,000
Net loss						(17,359,000)	(958,430)	(17,359,000)	(958,430)
Issuance of warrants				824,000				824,000
Extension Funds attributable to common stock subject to redemption under ASC 480-10-S99 against additional paid-in-capital (“APIC”)					(2,100,000)				(2,100,000)
Subsequent measurement of Class A common stock subject to redemption							(1,243,334)		(1,243,334)
Balance at Dec. 31, 2022		$ 10	$ 263	$ 70,770,000	$ (3,380,265)	$ (81,589,000)	$ (2,765,874)	$ (10,819,000)	$ (6,145,866)
Balance, shares at Dec. 31, 2022	17,496,370	100,000	2,625,000

Statements of Cash Flows - USD ($)	6 Months Ended	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Operating Activities:
Net Loss	$ (564,110)	$ (958,430)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income from Trust Account	(2,449)	(1,523,900)
Changes in current assets and liabilities:
Prepaid Expenses	(474,291)	384,607
Accounts Payable	34,444	290,385
Accrued Expenses	212,000	1,060,041
Net Cash used in operating activities	(794,406)	(747,297)
Investing activities:
Investment of cash in trust account	(107,100,000)	(2,100,000)
Net Cash used in investing activities	(107,100,000)	(2,100,000)
Financing Activities:
Proceeds from initial public offering , net of underwriting discount	103,687,963
Proceeds from private placement warrants	5,411,000
Proceeds from Founder Shares	25,000
Payment of deferred offering costs	(153,955)
Payment of promissory note to related party	(190,101)
Proceeds from issuance of promissory note to related party	190,101	2,100,000
Net Cash Provided/Used by financing activities	108,970,008	2,100,000
Net change in cash	1,075,602	(747,297)
Cash, beginning of period		1,075,602
Cash, end of period	1,075,602	328,305	$ 1,075,602
Supplemental Disclosure of cash flow information
Deferred underwriting commissions payable charged to additional paid-in-capital	3,150,000
Extension Funds attributable to common stock subject to redemption under ASC 480-10-S99 against APIC		2,100,000
Subsequent measurement of common stock subject to redemption		1,243,334
Ocean Biomedical Inc [Member]
Operating Activities:
Net Loss		(17,359,000)	(62,344,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		12,378,000	56,550,000
Non-cash put option		250,000
Non-cash interest		929,000
Changes in operating assets and liabilities		2,809,000	4,741,000
Changes in current assets and liabilities:
Net Cash used in operating activities		(993,000)	(1,053,000)
Investing activities:
Net Cash used in investing activities
Financing Activities:
Expenses paid by related party shareholder		232,000	96,000
Proceeds from issuance of common stock, net of issuance costs			1,017,000
Proceeds from issuance of promissory note to related party		735,000
Net Cash Provided/Used by financing activities		967,000	1,113,000
Net change in cash		(26,000)	60,000
Cash, beginning of period		60,000
Cash, end of period	$ 60,000	34,000	60,000
Supplemental Disclosure of cash flow information
Deferred offering costs not yet paid		1,808,000	19,000
Warrants issued related to short term loans		1,074,000
Short term loans issuance costs not yet paid		$ 25,000

Organization and Business Operations	12 Months Ended
Organization and Business Operations	Dec. 31, 2022
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Organization and Business Operations	Note 1— Organization and Business Operations Ocean Biomedical, Inc. (fka Aesther Healthcare Acquisition Corp.) (the “Company”) is a blank check company formed in June 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Termination of a Material Definitive Agreement United Gear & Assembly As previously disclosed, on May 26, 2022, AHAC entered into an Agreement and Plan of Merger (the “United Merger Agreement”) with AHAC Merger Sub Inc., a Delaware corporation and a then newly formed wholly-owned subsidiary of AHAC (“Merger Sub”), Aesther Healthcare Sponsor, LLC, a Delaware limited liability company, which is controlled by Suren Ajjarapu, AHAC’s Chief Executive Officer and the Chairman of the Board of Directors, and a United States citizen (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Merger for the stockholders of AHAC (other than the United Stockholder (as defined below) (the “Purchaser Representative”), United Gear & Assembly, Inc., a Delaware corporation (“United Gear”), and United Stars Holdings, Inc., a Delaware corporation and the sole stockholder of United Gear (the “United Stockholder”). In connection with the transactions contemplated by the United Merger Agreement, AHAC also entered into a common stock purchase agreement with White Lion Capital, LLC on July 6, 2022 (the “Common Stock Purchase Agreement”). On July 18, 2022, pursuant to Section 8.1(a) of the United Merger Agreement, AHAC, United Gear, Merger Sub, Purchaser Representative and United Stockholder entered into a letter agreement (the “Termination Agreement”) pursuant to which the United Merger Agreement was terminated by the mutual agreement of the parties thereto. As a result of the termination of the United Merger Agreement, the United Merger Agreement is no longer in force and effect, and certain Ancillary Documents (as defined in the United Merger Agreement) entered into in connection with the United Merger Agreement, including but not limited to, a Non-Competition Agreement and Lock-Up Agreement (as such agreements are defined in the United Merger Agreement) were automatically terminated in accordance with their terms and/or are of no further force and effect. In addition, in accordance with the terms thereof, the Common Stock Purchase Agreement also terminated upon the termination of the United Merger Agreement. Proposed Ocean Biomedical, Inc. Business Combination On August 31, 2022, AHAC entered into an Agreement and Plan of Merger by and among AHAC, Merger Sub, Aesther Healthcare Sponsor, LLC, Aesther’s sponsor (the “Sponsor”), in its capacity as purchaser representative, Ocean Biomedical, Inc., a Delaware corporation (“Ocean Biomedical”), and Dr. Chirinjeev Kathuria, in his capacity as seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”), pursuant to which, among other things, the parties will effect the merger of Merger Sub with and into Ocean Biomedical, with Ocean Biomedical continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of Ocean Biomedical shall be exchanged for shares of Class A common stock, par value $0.0001 per share, of AHAC (the “Share Exchange”) subject to the conditions set forth in the Merger Agreement, with Ocean Biomedical surviving the Share Exchange as a wholly-owned subsidiary of Aesther (the Share Exchange and the other transactions contemplated by the Merger Agreement, together, the “Transaction”). Merger Consideration As consideration for the Merger, the holders of Ocean Biomedical’s securities collectively shall be entitled to receive from AHAC, in the aggregate, a number of shares of AHAC Class A common stock with an aggregate value equal to (the “Merger Consideration”) (a) $240,000,000 minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount, if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing net debt exceeds $500,000, minus (e) the amount, if any, by which the company transaction expenses exceed $6,000,000. In addition, holders of Ocean Biomedical’s securities shall also be entitled to receive from AHAC, in the aggregate, an additional 19,000,000 shares of AHAC Class A common stock in the event that the volume weighted average price (VWAP) of AHAC’s Class A common stock, collectively, exceeds (a) $15.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 5,000,000 shares of AHAC Class A common stock, (b) $17.50 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 7,000,000 shares of AHAC Class A common stock and (c) $20.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 7,000,000 shares of AHAC Class A common stock. In addition, for each Earnout Share Payment, AHAC will also issue to Sponsor an additional 1,000,000 shares of AHAC Class A common stock. Backstop Agreement and Equity Line of Credit Simultaneously with the execution of the Merger Agreement, AHAC and Ocean Biomedical entered into an OTC Equity Prepaid Forward Transaction (the “Backstop Agreement”) with Vellar Opportunity Fund SPV LLC – Series 3 (“Vellar”). Pursuant to the Backstop Agreement, Vellar has agreed to support the Transaction by purchasing shares of AHAC Class A common stock in the open market for up to $40,000,000, including from other AHAC stockholders that elected to redeem and subsequently revoked their prior elections to redeem their shares, following the expiration of the Company’s redemption offer. AHAC has agreed to purchase those shares from Vellar on a forward basis. The purchase price payable by the Company will include a prepayment in the amount of the redemption price per share. The Backstop Agreement matures on the earlier to occur of (a) 3 years after the closing of the Merger Agreement or (b) the date specified by Vellar in a written notice delivered at Vellar’s discretion if the VWAP of AHAC’s shares during 20 out of 30 consecutive trading days is less than $3 per share. At maturity, any remaining shares subject to the forward transaction will be finally purchased by AHAC at maturity for an additional $2.50 per share. During the term of the Backstop Agreement, Vellar may elect to sell some or all of the shares subject to the forward transaction after which those shares will no longer be subject to the Backstop Agreement, and in such event Vellar will repay the Company with a portion of the sale proceeds. If the Backstop Agreement is terminated after the Merger fails to close, except due to regulatory items or a material breach by Vellar, AHAC will be obligated to pay a break-up fee equal to $1 million and certain fees and expenses. Additionally, the Merger Agreement allows (but does not require) AHAC to seek and consummate subscription agreements with investors totaling in the range of $50,000,000 to $75,000,000 in connection with a private placement of AHAC’s Class A common stock on terms mutually agreeable to AHAC and Ocean Biomedical acting reasonably. Organization and Business Operations As of December 31, 2022, the Company had not commenced any material operations. All activity for the period from June 17, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), activities to identify a target business and the negotiation and drafting of the Merger Agreements discussed above. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on September 14, 2021. On September 17, 2021, the Company consummated the Initial Public Offering of 10,500,000 units, each consisting of one share of Class A common stock and one-half of one redeemable warrant (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $105,000,000, which is described in Note 3 – Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,411,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) to its Sponsor, generating gross proceeds of $5,411,000, which is described in Note 4 – Private Placement. Transaction costs amounted to $4,615,992, consisting of $1,050,000 of underwriting fees, $3,150,000 of deferred underwriting fees and $415,992 of other offering costs. In addition, at December 31, 2022, cash of $328,305 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on September 17, 2021, an amount of $107,100,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. On September 15, 2022, the Company deposited $1,050,000 into the Trust Account and extended the period of time to consummate an initial Business Combination (the “Business Combination Period”) by three months from September 16, 2022 to December 16, 2022. On December 15, 2022, the Company deposited $1,050,000 into the Trust Account and extended the period of time to consummate an initial Business Combination (the “Business Combination Period”) by three months from December 16, 2022 to March 16, 2023. The $2,100,000 deposited into the Trust Account for the both three-month extensions was funded by proceeds from the loans provided by the Sponsor to the Company on September 15, 2022 and December 15, 2022 (See Note 5 – Related Party Transactions). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined above) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination pursuant to the proxy solicitation rules of the SEC or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company will be required to seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company conducts redemptions of the Public Shares in connection with a Business Combination pursuant to the proxy solicitation rules in conjunction with a stockholder meeting instead of pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) provides that, a public stockholder, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share which increased to $10.30 per share in connection with the Sponsor Extension Loan (see Note 5 – Related Party Transactions), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Class A common stock are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company is unable to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company will, pursuant to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor, officers, directors, and advisors have agreed (a) to vote their Founder Shares (as defined in Note 5 – Related Party Transactions) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination; (b) not to propose an amendment to the Company’s Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company is unable to conduct redemptions pursuant to the proxy solicitation rules) or a vote to amend the provisions of the Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor and our officers, directors and advisors will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering or September 16, 2022, subject to the right to extend the period of time to consummate the Business Combination two times, by an additional three months each time (for a total of up to 18 months), of which both three month extensions have been exercised, extending the date the Company is required to complete the initial Business Combination to March 16, 2023 (see Note 5 – Related Party)(the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no 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 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 liquidation distributions, if any), subject to applicable law, and as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the price per Unit $10.30. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company 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) $10.30 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.30 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 monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity As indicated in the accompanying financial statements, at December 31, 2022, we had $328,305 of cash and a working capital deficit of $2,995,866. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations until it can complete its initial Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination. The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties as described in Note 5 – Related Party Transactions. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or March 16, 2023, the current deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by shareholders). While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. Risks and Uncertainties Management is currently continuing to evaluate the impact of the COVID-19 pandemic, rising interest rates and increased inflation, and has concluded that while it is reasonably possible that the virus, interest rates and/or inflation could have a negative effect on the Company’s financial position, results of its operations and/or completion of the pending Merger, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Ocean Biomedical Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Organization and Business Operations	1. Organization and Business Operations 1. Organization, Description of Business, and Going Concern Ocean Biomedical, Inc. (the “Company”), a Delaware corporation, was founded on January 2, 2019. The Company is a biopharmaceutical company that is focused on discovering and developing therapeutic products in oncology, fibrosis, infectious diseases and inflammation. The Company is subject to risks common to companies in the biopharmaceutical industry, including, but not limited to, risks related to the successful development and commercialization of product candidates, fluctuations in operating results and financial risks, the ability to successfully raise additional funds when needed, protection of proprietary rights and patent risks, patent litigation, compliance with government regulations, dependence on key personnel and prospective collaborative partners, and competition from competing products in the marketplace. *Going Concern* The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had no cash inflows from operating activities for the year ended December 31, 2022. As of December 31, 2022, the Company had cash of $34 thousand and a working capital deficiency of $10.6 million. The Company’s current operating plan indicates it will incur losses from operations and generate negative cash flows from operating activities, given anticipated expenditures related to research and development activities and its lack of revenue generating ability at this point in the Company’s lifecycle. These events and conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The Company will need to raise additional funds in order to advance its research and development programs, operate its business, and meet its future obligations as they come due. Based on the Company’s current operational plans and assumptions, the Company expects to use the net proceeds from the Backstop Agreement and future debt and equity financings, including possibly under the Common Stock Purchase Agreement, as well as further deferrals of certain of its accrued expenses and contingency payments due upon the closing of future financings to fund operations. Under the terms of the Backstop Agreement, the Company will receive proceeds from any sales by the backstop providers of shares of its common stock sold by them quarterly, after the end of each quarter. The Company expects to receive the first reports from the backstop providers in April, reporting the amount of shares they sold in the quarter ended March 31, 2023 and, if they sold any shares, corresponding payments of the proceeds of those repurchases. The Backstop Agreement prohibits the backstop providers from selling the Company’s shares of common stock that are subject to the restrictions set forth in the Backstop Agreement unless the Company’s common stock is trading above $10.34 per share, which means that no cash will be returned to the Company pursuant to any sales under the Backstop Agreement unless and until its common stock is trading above $10.34 and the backstop providers are otherwise able to sell their shares. The Company has based these estimates on assumptions that may prove to be wrong, and the Company could utilize its available capital resources sooner than expected, in which case, the Company would need to raise more capital and sooner than expected. The Company cannot guarantee that it will be able to raise additional capital on reasonable terms or at all, that its common stock will trade above $10.34, permitting the backstop providers to sell shares under the Backstop Agreement, or that the backstop providers will sell any shares of the Company’s common stock held by them. There is no assurance that the Company will be successful in obtaining such additional financing on terms acceptable to the Company, if at all, and the Company may not be able to enter into collaborations or other arrangements. If the Company is unable to obtain funding, the Company could be forced to delay, reduce, or eliminate its research and development programs, which could adversely affect its business prospects and its ability to continue operations. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. *Impacts of COVID-19 and Market Conditions on Our Business* We have been actively monitoring the COVID-19 situation and its impact globally. For the year ended December 31, 2022, the Company was not significantly impacted by COVID-19. Further, disruption of global financial markets and a recession or market correction, including as a result of the COVID-19 pandemic, the ongoing military conflict between Russia and Ukraine and the related sanctions imposed against Russia, and other global macroeconomic factors such as inflation, could reduce the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity and could materially affect the Company’s business and the value of its common stock.

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2022
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Note 2— Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (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 its 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. The Company 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, the Company, 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 the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk Financial installments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash Held in Trust Account As of December 31, 2022 and 2021, the Company had $110,443,335 and $107,102,449 in cash held in the Trust Account, respectively. Class A Common Stock Subject to Possible Redemption All of the 10,500,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. Accordingly, as of December 31, 2022, 10,500,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – Expenses of Offering. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounted to $4,615,992 and was charged to stockholders’ equity upon the completion of the Initial Public Offering. Net Loss Per Share of Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Common Stock.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. An aggregate of 10,500,000 shares of Class A common stock subject to possible redemption at December 31, 2022 and 2021 have been excluded from the calculation of basic loss per share of common stock, since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including warrants sold in connection with the partial sale of units in connection with the over-allotment option) and Private Placement to purchase an aggregate of 5,411,000 shares of the Company’s common stock in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of income (loss) per share of Common Stock for Redeemable Class A common stock in a manner similar to the two-class method of income (loss) per share of Common Stock. Net income per share of Common Stock, basic and diluted, for Redeemable Class A common stock is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share of Common Stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to redeemable Class A common stock, by the weighted average number of non-redeemable Common Stock outstanding for the period. Non-redeemable Class A and Class B common stock includes founder shares (see Note 5 – Related Party Transactions) and non-redeemable shares of Common Stock as these shares do not have any redemption features. Non-redeemable Class A and Class B common stock participates in the income or loss on marketable securities based on non-redeemable shares of Common Stock’s proportionate interest. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Net Operating Loss for tax purposes in 2022 and 2021 was $478,000 and $564,000. The Deferred Tax Asset was $180,000 and $118,000 with valuation allowances of $180,000 and $118,000, for 2022 and 2021, respectively. The Net Deferred tax Asset was $0 in both 2022 and 2021. The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards, and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized. For the years ended December 31, 2022 and 2021, we recorded a full valuation allowance due to historical losses before income taxes which reduced management’s ability to rely on future expectations of income. Uncertain Tax Positions We believe that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within 12 months of the reporting date. The federal and state statutes of limitation for assessment of tax liability generally lapse within three years after the date the tax returns are filed. However, income tax attributes that are carried forward, such as net operating loss carryforwards, may be challenged and adjusted by taxing authorities at any time prior to the expiration of the statute of limitations for the tax year in which they are utilized. As of December 31, 2022, we do not have any open exams; however, all tax years are subject to examination by the Internal Revenue Service. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Ocean Biomedical Inc [Member]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies *Basis of Presentation* The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and stated in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Updates of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all intercompany accounts and transactions. The subsidiaries were formed to organize the Company’s therapeutic programs in order to optimize multiple commercialization options and to maximize each program’s value. *Use of Estimates* The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, as applicable, including those related to accrued expenses, the fair values of the Company’s common stock, and the valuation of deferred tax assets. The Company bases its estimates using Company forecasts and future plans, current economic conditions, and information from third-party professionals that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and recorded amounts of expenses that are not readily apparent from other sources and adjusts those estimates and assumptions when facts and circumstances dictate. The Company’s results can also be affected by economic, political, legislative, regulatory or legal actions. Economic conditions, such as recessionary trends, inflation, interest, changes in regulatory laws and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. The Company could also be affected by civil, criminal, regulatory or administrative actions, claims, or proceedings. *Cash, Cash Equivalents* The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value and may include money market funds, U.S. Treasury and U.S. government-sponsored agency securities, corporate debt, commercial paper, and certificates of deposit. The Company had minimal cash or cash equivalents as of December 31, 2021 and 2022. *Concentrations of Credit Risk and Off-balance Sheet Risk* The Company has held minimal cash and cash equivalents since its inception and certain of its expenses have been paid for by the proceeds from the issuance of common stock and debt, and by the Company’s Founder and Executive Chairman. The Company has no significant off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission. The Company’s future results of operations involve several other risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations. Such factors include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s product candidates, uncertainty of market acceptance of the Company’s product candidates, competition from other products, securing and protecting intellectual property, strategic relationships and dependence on key employees and research partners. The Company’s product candidates require Food and Drug Administration (“FDA”) and other non-U.S. regulatory agencies approval prior to commercial sales. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, if approval was delayed, if approval was unable to be maintained, it could have a materially adverse impact on the Company. *Revenue* The Company has not generated any revenue from any sources since its inception, including from product sales. The Company does not expect to generate any revenue from the sale of products in the foreseeable future. If the Company’s development efforts for its product candidates are successful and result in regulatory approval, or license agreements with third parties, the Company may generate revenue in the future from product sales. However, there can be no assurance as to when revenue will be generated, if at all. *Research and Development Expenses* Research and development expenses consist primarily of costs incurred for research activities, including the development of product candidates. Research and development costs are expensed as incurred. For the years ended December 31, 2021 and 2022, research and development expenses consist of expenses recognized for stock-based compensation and incurred for services agreements. Payments associated with licensing agreements to acquire exclusive licenses to develop, use, manufacture and commercialize products that have not reached technological feasibility and do not have alternate commercial use are expensed as incurred. *Deferred Offering Costs* Deferred offering costs, consisting of direct accounting fees, legal fees, regulatory fees, transfer agent fees, and printing costs directly related to the Business Combination are capitalized. The deferred offering costs will be reclassified to additional paid in capital upon completion of Business Combination. The amount is recorded as current assets in the consolidated balance sheets. In October 2021, the Company expensed $3.4 million in deferred offering costs due to delays in timing of the Company’s proposed IPO. The amount was recorded as general and administrative expense for the year ended December 31, 2021. The Company deferred $19 thousand and $1.8 million as of December 31, 2021 and 2022, respectively, which is recorded as current assets in the Consolidated Balance Sheets. Additional deferred offering costs were incurred up to the Business Combination. *Income Taxes and Tax Credits* Income taxes are recorded in accordance with FASB ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss (“NOL”) carryforwards and research and development tax credit (“R&D Credit”) carryforwards. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2021 and 2022, the Company had no liability for income tax associated with uncertain tax positions. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There was no income tax interest or penalties incurred for the years ended December 31, 2021 and 2022. *Net Loss Per Share* Net loss per share is computed by dividing net loss attributed to common stockholders by the weighted-average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. *Comprehensive Loss* Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company has had no unrealized gains or losses for the years ended December 31, 2021 and 2022. *Emerging Growth Company Status* The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company, or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. *Recent Accounting Standards* The Company does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies	Note 6— Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement entered into on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover any over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions, of which a portion of option, totaling 500,000 Units was exercised simultaneously with the closing of the Initial Public Offering and the remaining portion expired unexercised. The underwriters are entitled to a cash underwriting discount of one percent (1%) of the gross proceeds of the Initial Public Offering, or $1,050,000 and 100,000 of Class A common stock. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.0% of the gross proceeds of the Initial Public Offering, or $3,150,000 held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Business Combination Legal Services and Other Agreements The Company has entered into an agreement with its legal counsel, Nelson Mullins Riley & Scarborough, LLP (“Nelson”), whereby the Company is required to pay a percentage of monthly legal fees related to the initial Business Combination with Ocean Biomedical, Inc. (i.e., the Merger Agreement) and a percentage of monthly legal fees. The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing of the Merger Agreement. For the year ended December 31, 2022, the Company had paid a total of $104,886, $34,403 is accounts payable and $417,865 is in accrued expense. The Company engaged The Mentor Group, Inc. to provide valuation counsel to the Board of Directors on the business combinations with United Gear & Assembly, Inc. and Ocean Biomedical, Inc. The Mentor Group issued a fairness opinion on both transactions opining that the transactions were fair to the shareholders of the Company from a financial point of view. For the year ended December 31, 2022, $145,160 was paid. The Company has engaged two Investor Relations firms. One for a monthly expense of $10,000 for six months and a $40,000 payment upon completion of the business combination. Term of the agreement is six months. The engagement was suspended at July 1, 2022 after the termination of the United Merger Agreement and re-engaged at October 1, 2022. The second is a $8,000 monthly expense until the completion of the business combination which then increases to $12,000. The engagement is for twelve months with a six-month anniversary written notification termination clause. The engagement was suspended at July 1, 2022 after the termination of the United Merger Agreement. At December 31, 2022 has not been re-engaged.
Ocean Biomedical Inc [Member]
Commitments and Contingencies	4. Commitments and Contingencies *Short-term Loan Agreements* In February 2022, the Company entered into a Loan Agreement with Second Street Capital, LLC (the “Second Street Loan”), pursuant to which the Company borrowed $600,000. The Second Street Loan accrues interest at the rate of 15% per annum, with principal and interest due at maturity. The Company issued to Second Street Capital, LLC a warrant to purchase 312,500 shares of the Company’s common stock, with an exercise price of $11.00 per share, exercisable until February 22, 2026. For a period of 180 days from the closing of the Company’s next financing, Second Street Capital, LLC has the right to put the warrants to the Company in exchange for a payment of $250,000. The Company was originally required to repay the Second Street Loan on the earlier of (i) 5 business days after the Company’s next financing or (ii) November 18, 2022. The Company recognized an expense of $250,000 for the put option. In May 2022, the Company entered into a second Loan Agreement with Second Street Capital, LLC (the “Second Street Loan 2”), pursuant to which the Company borrowed $200,000. The Second Street Loan 2 accrues interest at the rate of 15% per annum, with principal and interest due at maturity. The Company issued to Second Street Capital, LLC a warrant to purchase 62,500 shares of the Company’s common stock, with an exercise price of $11.00 per share, exercisable until February 22, 2026. There is no put option associated with this loan. The Company was originally required to repay the Second Street Loan 2 on the earlier of (i) 5 business days after the Company’s next financing or (ii) November 18, 2022. The Company recognized an expense of $388,938 for the warrants issued based on the estimated fair value of the awards on the date of grant. On September 30, 2022, the Second Street Loan and Second Street Loan 2 were amended whereas the maturity date was extended from November 18, 2022 to December 30, 2022. The Company was required to repay the principal and accrued interest of the Second Street Loan and Second Street Loan 2 the earlier of (i) 5 business days after its next financing or closing of the business combination or (ii) December 30, 2022. In consideration of the extension, the Company issued to Second Street Capital, LLC a warrant to purchase 75,000 shares of the Company’s common stock with an exercise price of $10.20 per share exercisable until September 30, 2026. The Company recognized an expense of $435,075 for the warrants issued based on the estimated fair value of the awards on the date of grant. The Company recognized a total expense in the amount of $1,074,013 of which $250,000 was for the put option and $824,013 was for the warrants issued for the year ended December 31, 2022. On December 30, 2022, the Second Street Loan and the Second Street Loan 2 were further amended to extend the maturity date to February 15, 2023. No additional warrants were issued to Second Street Capital, LLC in connection with the extension. The Second Street Loan and the Second Street Loan 2 were amended again and the Company is currently required to repay the loans on the earlier of (i) 5 business days after Ocean Biomedical’s next financing or (ii) March 31, 2023. In addition, an additional warrant was issued to purchase 75,000 shares of the Company’s common stock and a loan fee of $75,000 was charged. *Litigation* The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. *Leases* As of December 31, 2022, the Company is not a party to any leasing agreements. *License Fees* The Company entered into license agreements with its academic research institution partners. Under these license agreements, the Company is required to make annual fixed license maintenance fee payments. The Company is also required to make payments upon successful completion and achievement of certain milestones as well as royalty payments upon sales of products covered by such licenses. The payment obligations under the license and collaboration agreements are contingent upon future events such as achievement of specified development, clinical, regulatory, and commercial milestones. As the timing of these future milestone payments are not known, the Company has not included these fees in the consolidated balance sheets as of December 31, 2021 and 2022. Starting January 1, 2022, annual license maintenance fees in the amount of $3,000 are due for each of the four Elkurt/Brown licenses. For the year ended December 31, 2022, $12,000 was recorded as an expense in the Company’s financial statements. See Note 9, License Agreements. *Contingent Compensation* Under the amended management employment agreements, as of December 31, 2022, the Company has salaries and bonuses, collectively called contingent compensation, that are contingently payable based only upon the Company’s first cumulative capital raise of at least $50 million in the amount of $11.3 million. These amounts will not be paid if the contingencies do not occur. Since the payment of obligations under the employment agreements are contingent upon these future events, which are not considered probable as such future events are deemed outside of the Company’s control, the Company has not included these amounts in its consolidated balance sheets. *Other Contingent Payments* The contingent payments of approximately $12.8 million are contingently payable based only upon the Company’s first cumulative capital raise of at least $50 million and consists of $11.3 million of contingent compensation and bonuses to certain members of senior management previously mentioned, $1.4 million of contingent vendor payments, and $0.1 million of related party expense. These amounts will not be paid if the contingencies do not occur. Since the payment of obligations under the employment agreements are contingent upon these future events, which are not considered probable as such future events are deemed outside of the Company’s control, the Company has not included these amounts in its consolidated balance sheets.

Stockholders’ Deficit

12 Months Ended

Dec. 31, 2022

Subsidiary or Equity Method Investee [Line Items]

Stockholders’ Deficit

Note 7— Stockholders’ Deficit

Preferred Stock

The Company is authorized to issue 1,250,000 shares of preferred stock with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock

The Company is authorized to issue 125,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 10,600,000 shares of Class A common stock issued or outstanding. The underwriter was issued 100,000 shares of common stock which are referenced as the “representative’s shares” as underwriting compensation in connection with the Initial Public Offering.

An aggregate of 10,500,000 shares of Class A common stock were issued as part of the units offering and are subject to possible redemption.

Class B Common Stock

The Company is authorized to issue 12,500,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each common stock. At December 31, 2022 and 2021, there were 2,625,000 shares of Class B common stock issued and outstanding.

The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the initial Business Combination, the founder shares will no longer be subject to the Lock-up.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as discussed below. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the representative’s shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor, its affiliates or certain of the Company’s officers and directors upon conversion of Working Capital Loans made to the Company).

Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.

Warrants

Each warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the 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 the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

The Company has not registered the shares of Class A common stock issuable upon exercise of the warrants. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 90 days after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exemption.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

	●	in whole and not in part:
	●	At a price of $0.01 per warrant;
	●	upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and
	●	if, and only if, the last sale price of the 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 the Company sends the notice of redemption to the warrant holders.

If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the 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 redemption is sent to the holders of warrants.

The Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, are or will be identical to the warrants underlying the Units being offered in the Initial Public Offering and may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination and will be entitled to registration rights.

Ocean Biomedical Inc [Member]

Subsidiary or Equity Method Investee [Line Items]

Stockholders’ Deficit

5. Common Stock

The holders of common stock of the Company are entitled to dividends when and if declared by the board of directors. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. As of December 31, 2021 and 2022, the Company had 180.6 million authorized shares with a par value of $0.000001 per share. The Company’s founder and sole stockholder was issued 17,454,542 shares of the Company’s common stock (“Founders Shares”) upon the formation of the Company on January 2, 2019.

In December 2020, the sole stockholder of the Company contributed 100% of his Founders Shares to Poseidon Bio, LLC (“Poseidon”), which became the sole stockholder of the Company. In February 2021, Poseidon transferred 342,244 shares of the Company’s common stock back to the Company’s founder.

In February 2021, Poseidon amended and restated its operating agreement to allow additional members into Poseidon by issuing Class A units and Class B units in which the Company’s founder is the sole Class A unit holder who holds 100% of the voting power of Poseidon. In addition, certain executives and employees of the Company were granted Class B unit profit interests in Poseidon. These profit interests grants in the Company’s controlling shareholder were deemed to be transactions incurred by the shareholder and within the scope of FASB ASC 718, Stock Compensation. As a result, the related transactions by the shareholder were pushed down into the Company’s consolidated financial statements. As of December 31, 2022, the Company’s founder held 100% of the voting power and 68% of the equity interests in Poseidon. See Stock-Based Compensation for Profit Interests in Poseidon section below.

In March 2021, the Company authorized the issuance of 42,176 shares of common stock in the Company to certain persons who were accredited investors (consisting of friends and family of the Company’s employees) at an aggregate offering price of $1.0 million. As of December 31, 2022, the Company has issued 41,828 shares of common stock at an aggregate offering price of $1.0 million of the total amounts approved. As of December 31, 2022, a total of 17,496,370 shares of common stock of the Company have been issued and Poseidon held 98% of the voting power of the Company.

On July 13, 2021, the Company implemented a 1-for-4 stock split of the Company’s common stock. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split.

On January 19, 2022, the Company implemented an 8-for-11 reverse stock split of the Company’s common stock. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split.

On February 1, 2022, the Company implemented a 6-for-7 reverse stock split of the Company’s common stock. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split.

On February 2, 2022, the Company implemented a 28-for-29 reverse stock split of the Company’s common stock. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split.

Stock-Based Compensation for Profit Interests in Poseidon

The Company recognizes compensation costs related to profit interests granted to employees, nonemployees and directors based on the estimated fair value of the awards on the date of grant. The Company estimates the grant date fair value and the resulting stock-based compensation expense using the Black-Scholes option-pricing model. The grant date fair value of the profit interests in Poseidon are recognized on a straight-line basis over the requisite service periods but accelerated to the extent that grants vest sooner than on a straight-line basis. Forfeitures are accounted for as they occur.

On February 22, 2021, 3,080,000 Class B profit interests were granted. The estimated fair value of a Class B profit interest in Poseidon at February 22, 2021, the grant date of the profit interests, was $22.26 per interest and was determined using an option-pricing model under which interests are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class, adjusted for a discount for the lack of marketability to account for a lack of access to an active public market. As of December 31, 2022, the profit interests were fully vested.

On April 20, 2022, an additional 25,500 fully vested Class B profit interests were granted to an executive. The estimated fair value of a Class B profit interest in Poseidon on the grant date was $7.03 per interest and was determined using an option-pricing model under which interests are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class, adjusted for a discount for the lack of marketability to account for a lack of access to an active public market. Currently, the Class B profit interests granted are fully vested. The stock-based compensation amount was included in the total amount recorded in the financial statements as of December 31, 2022.

The following assumptions were used to estimate the fair value of the profits interests that were granted on February 22, 2021:

Risk-free interest rate		0.11	%
Fair value of common stock of the Company	$	16.96
Expected dividend yield		—
Expected terms in years		2
Expected volatility		75	%

The following assumptions were used to estimate the fair value of the profits interests that were granted on April 20, 2022:

Risk-free interest rate		2.10	%
Fair value of common stock of the Company	$	11.00
Expected dividend yield		—
Expected terms in years		8
Expected volatility		75	%

As of December 31, 2022, there was $68.9 million of recognized compensation costs that has been fully amortized and there was no unrecognized compensation costs.

The stock-based compensation allocation was based upon the grantees vested interests and the amount of time spent in their respective operating department. The following table summarizes the allocation of stock-based compensation for the Profit Interests in Poseidon for the year ended December 31, 2021 and 2022:

(in thousands)	2021		2022
Research and development expense	$	33,580	$	8,231
General and administrative expense		22,970		4,147
Total stock-based compensation expense	$	56,550	$	12,378

Stock Options

In February 2021, the Company’s board of directors approved the Ocean Biomedical, Inc. 2021 Stock Option and Grant Plan (“2021 Stock Option and Grant Plan”) that reserves approximately 10% of unissued but authorized common stock shares. The 2021 Stock Option and Grant Plan permits the granting of incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards, and restricted stock units to employees, directors, officers, and consultants. As of December 31, 2022, no such options, awards or units have been granted.

Warrants

In February 2022, the Company entered into a Loan Agreement with Second Street Capital, LLC (the “Second Street Loan”), pursuant to which the Company borrowed $600,000. The Company issued to Second Street Capital, LLC a warrant to purchase 312,500 shares of the Company’s common stock, with an exercise price of $11.00 per share, exercisable until February 22, 2026. For a period of 180 days from the closing of the Company’s next financing, Second Street Capital, LLC has the right to put the warrants to the Company in exchange for a payment of $250,000. The Company recognized an expense in the amount of $250,000 for the put option and recorded the liability for the period ended December 31, 2022.

In May 2022, the Company entered into a second Loan Agreement with Second Street Capital, LLC (the “Second Street Loan 2”), pursuant to which the Company borrowed $200,000. The Company issued to Second Street Capital, LLC a warrant to purchase 62,500 shares of the Company’s common stock, with an exercise price of $11.00 per share, exercisable until February 22, 2026. There is no put option associated with this warrant. The Company recognized an expense of $388,938 for the warrants issued based on the estimated fair value of the awards on the date of grant.

On September 30, 2022, the Second Street Loan and Second Street Loan 2 were amended whereas the maturity date was extended from November 18, 2022 to December 30, 2022. In consideration of the extension, the Company issued to Second Street Capital, LLC a warrant to purchase 75,000 shares of the Company’s common stock with an exercise price of $10.20 per share exercisable until September 30, 2026. The Company recognized an expense of $435,075 for the warrants issued based on the estimated fair value of the awards on the date of grant. The Company recognized a total expense in the amount of $1,074,013 of which $250,000 was for the put option and $824,013 was for the warrants issued for the year ended December 31, 2022.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

License Agreements

12 Months Ended

Dec. 31, 2022

Ocean Biomedical Inc [Member]

License Agreements

9. License Agreements

Stanford University Agreement

On June 25, 2020, the Company entered into a Nonexclusive License Agreement for COVID-19 Related Technology, or the Stanford Agreement, with Stanford University, or Stanford. Under the Stanford Agreement, Stanford granted to the Company a nonexclusive license to Stanford’s rights in a licensed patent related to therapeutic applications for COVID-19 to make, have made, use, import, offer to sell, and sell licensed product. Under the Stanford Agreement, the Company was responsible for reimbursement of patent costs. To date, the Company incurred reimbursed patent costs expense in the amount of $23,247 of which $18,527 has been paid. There were no license or royalty fees under the Stanford Agreement, unless the Company exceeds a gross margin of 40% on the sale of licensed product in one or more Organization for Economic Cooperation and Development, or OECD, countries. At such time as the gross margin on the sale of licensed product in any OECD country exceeds 40% in a single calendar quarter, the parties will meet and determine appropriate additional financial consideration for Stanford, as well as the terms associated with such consideration. The Company may not sublicense under the Stanford Agreement.

The contract term was one year from March 3, 2021, with a potential one-year extension with Stanford’s consent, not to be unreasonably withheld, if the Company is meeting its milestone commitments. Milestone commitments include the Company diligently developing, manufacturing, and selling licensed product, diligently developing markets for licensed product, and initiating a Phase 2/3 or Phase 3 clinical trial for angiotensin 1-7 by March 3, 2022. Either party may terminate the Stanford Agreement in certain situations, including Stanford being able to terminate the Stanford Agreement if the Company is not diligently developing and commercializing licensed product or misses a milestone commitment. In addition, in the event of a change of control to that part of the Company’s business that exercises all of the rights granted under the Stanford Agreement, or if the Stanford Agreement is assigned to a third party, the Company will pay Stanford $100,000. On March 3, 2021, the Stanford Agreement was amended and restated so that Company’s subsidiary, Ocean Promise, Inc., became party to the license agreement, or the Restated Stanford Agreement. The Restated Stanford Agreement expired in accordance with its terms on March 3, 2022.

On April 14, 2022, The Company and Stanford entered into an Option whereas, Stanford grants Ocean a time-limited Option to acquire a nonexclusive license under the Licensed Patent in the Licensed Field of Use to make, have made, use, import, offer to sell and sell Licensed Product in the Licensed Territory. This Option does not give Ocean any right to sell or offer to sell Licensed Product prior to entering into a definitive License Agreement. The Option also specifically excludes use of any Licensed Product in humans. The Option expired on October 14, 2022. As of December 31, 2022, the Agreement is terminated.

Elkurt/Brown License Agreements

On July 31, 2020, the Company entered into four separate Exclusive License Agreements, or the Initial Brown License Agreements, with Elkurt, Inc., or Elkurt, a licensee of Brown University. On March 21, 2021, the Company and Elkurt amended each of the Initial Brown License Agreements. Elkurt is a company formed by our scientific co-founders and members of our Board of directors, Jack A. Elias, M.D., former Dean of Medicine and current Special Advisor for Health Affairs to Brown University, and Jonathan Kurtis, M.D., PhD, Chair of the Department of Pathology and Laboratory Medicine at Brown. Under the Initial Brown License Agreements, Elkurt grants us exclusive, royalty-bearing licenses to patent rights and nonexclusive, royalty-bearing licenses to know-how, solely to make, have made, market, offer for sale, use, and sell licensed products for use in certain fields. On August 31, 2021, the Initial Brown License Agreements were amended to extend the date after which Elkurt can terminate the license agreements if the Company has not raised at least $10 million in equity financing by April 1, 2022. On March 25, 2022, the Initial Brown License Agreements were amended to extend those termination dates to May 1, 2022. On July 1, 2022, the Company amended the Initial Brown License Agreements to extend the termination dates to November 1, 2022 and acknowledge the accounts payable due and terms of payment.

On July 2, 2022, the Company amended the Initial Brown License Agreements to extend the termination dates of the Commercialization Plan of the license agreements to an additional two years. On August 25, 2022, the Company amended the four Initial Brown License Agreements to extend the termination dates to November 1, 2023 and to extend the termination dates of the Commercialization Plan of the license agreements from an additional two years to three years. For each of the Initial Brown License Agreements and amendments, the Company is required to pay Elkurt a maintenance fee of $67,000 increased by interest at the rate of 1% per month from October 15, 2021 until paid. In addition, beginning on January 1, 2022 and each year thereafter until January 1, 2027, the Company is required to pay an annual License Maintenance Fee of $3,000. Beginning on January 1, 2028, and every year thereafter the annual License Maintenance Fee shall become $4,000 per year. Upon successful commercialization, the Company is required to pay Elkurt between 0.5% to 1.5% of net sales based on the terms under the Initial Brown License Agreements. In addition, the Company must pay Elkurt, under each of the Initial Brown License Agreements, 25% of all non-royalty sublicense income prior to the first commercial sale, and 10% of non-royalty sublicense income thereafter, in the event that the Company enters into sublicenses for the subject intellectual property. If net sales or non-royalty sublicense income are generated from know-how products, the amounts otherwise due (royalty or non-royalty sublicense income) shall be reduced by 50%. As of December 31, 2022, the Company recorded annual License Maintenance fees of $12,000.

The Company will also pay Elkurt developmental and commercialization milestone payments for each of the Initial Brown License Agreements ranging from $50,000 for the filing of an Investigational New Drug Application, or IND, or the equivalent outside of the United States, to $250,000 for enrollment of the first patient in a Phase 3 clinical trial in the United States or the equivalent outside of the United States. Ocean Biomedical is also responsible for reimbursement of patent costs. The Company recorded reimbursement of patent costs as general and administrative costs in the statements of operations as incurred. To date, the Company has incurred reimbursed patent costs expenses to Brown University in the amount of $340,190 of which $297,700 has been paid.

The contract term for each of the Initial Brown License Agreements and amendments continues until the later of the date on which the last valid claim expires or ten years. Either party may terminate each of the Initial Brown License Agreements in certain situations, including Elkurt being able to terminate the Initial Brown License Agreements at any time and for any reason after November 1, 2023 if the Company has not raised at least $10 million in equity financing by then. For the oncology programs, three of the license agreements have been sublicensed to our subsidiary, Ocean Chitorx, Inc., and for the Fibrosis program, one license agreement has been sublicensed to our subsidiary, Ocean Chitofibrorx, Inc.

On September 13, 2022, the Company entered into an additional Exclusive License Agreement, or the Brown Anti-PfGARP Small Molecules License Agreement, with Elkurt, Inc., or Elkurt, a licensee of Brown University. Under the Brown Anti-PfGARP Small Molecules License Agreement, Elkurt grants the Company an exclusive, royalty-bearing license to patent rights and a nonexclusive, royalty-bearing license to know-how, solely to make, have made, market, offer for sale, use, and sell licensed products for use in the field of malaria research.

For the Brown Anti-PfGARP Small Molecules License Agreement, the Company is required to pay Elkurt an initial license fee of $70,000, payable in two installments of $35,000 each on April 1, 2023 and June 30, 2023. Beginning September 13, 2023, the Company is obligated to pay Elkurt an annual license maintenance fee equal to (a) $3,000 until September 13, 2027, and (b) thereafter, an annual license maintenance fee of $4,000. Upon successful commercialization, the Company is required to pay Elkurt 1.25% of net sales based on the terms under the Brown Anti- PfGARP Small Molecules License Agreement. In addition, the Company must pay Elkurt 25% of all non-royalty sublicense income prior to the first commercial sale, and 10% of non-royalty sublicense income thereafter, in the event that the Company enters into sublicenses for the subject intellectual property. If net sales or non-royalty sublicense income are generated from know-how products, the amounts otherwise due (royalty or non-royalty sublicense income) shall be reduced by 50%. We also are required to pay Elkurt $100,000 in the event that we or one of sublicensees sublicenses this technology to a major pharmaceutical company or if the license agreement or any sublicense agreement for this technology is acquired by a major pharmaceutical company. A major pharmaceutical company is one that is publicly traded, with market capitalization of at least $5 billion and has been engaged in drug discovery, development, production and marketing for no less than 5 years. As of December 31, 2022, for this Small Molecules License Agreement, no license fees have been recorded in the Company’s consolidated financial statements.

The Company will also pay Elkurt developmental and commercialization milestone payments pursuant to the Brown Anti-PfGARP Small Molecules License Agreement ranging from $50,000 for the filing of an IND, or the equivalent outside of the United States, to $250,000 for enrollment of the first patient in a Phase 3 clinical trial in the United States or the equivalent outside of the United States. Ocean Biomedical is also responsible for reimbursement of patent costs.

The contract term for the Brown Anti-PfGARP Small Molecules License Agreement continues until the later of the date on which the last valid claim expires or ten years. Either party may terminate the Brown Anti-PfGARP Small Molecules License Agreement in certain situations, including Elkurt being able to terminate the Brown Anti-PfGARP Small Molecules License Agreement at any time and for any reason after November 1, 2023 if the Company has not raised at least $10 million in equity financing by then.

Elkurt/Rhode Island Agreement

On January 25, 2021, the Company entered into an Exclusive License Agreement, or the Rhode Island License Agreement, with Elkurt, Inc., or Elkurt, a licensee of Rhode Island Hospital. On April 1, 2021, September 10, 2021, March 25, 2022, July 1, 2022 and August 26, 2022, the Company and Elkurt amended the Rhode Island License Agreement. Under the Rhode Island License Agreement, as amended, Elkurt grants the Company an exclusive, royalty-bearing license to patent rights and a nonexclusive, royalty-bearing license to know-how, solely to make, have made, market, offer for sale, use, and sell licensed products for use in a certain field. The termination date is November 1, 2023.

For the Rhode Island License Agreement, the Company is required to pay Elkurt $110,000, due within 45 days of an equity financing of at least $10 million or November 1, 2023, whichever comes first, and beginning on January 1, 2022, an additional $3,000 annual maintenance fee thereafter, until January 1, 2028, at which point the annual maintenance fee will become $4,000 per year. The Company is also required to pay Elkurt 1.5% of net sales under the Rhode Island License Agreement. In addition, the Company must pay Elkurt 25% of all nonroyalty sublicense income prior to the first commercial sale, and 10% of non-royalty sublicense income thereafter, in the event that the Company enters into sublicenses for the subject intellectual property. If net sales or non-royalty sublicense income are generated from know-how products, the amounts otherwise due (royalty or non-royalty sublicense income) shall be reduced by 50%. The Company will also pay Elkurt developmental and commercialization milestone payments under the Rhode Island Agreement, ranging from $50,000 for the filing of an IND, or the equivalent outside of the United States, to $250,000 for enrollment of the first patient in a Phase 3 clinical trial in the United States or the equivalent outside of the United States. To date, the Company has incurred total reimbursed patent costs expenses to Rhode Island Hospital in the amount of $386,598 of which $131,986 has been paid.

The contract term for the Rhode Island License Agreement began February 1, 2020 and will continue until the later of the date on which the last valid claim expires or fifteen years. Either party may terminate the License Agreement in certain situations, including Elkurt being able to terminate the license agreement at any time and for any reason by November 1, 2023, if the Company has not raised at least $10 million in equity financing by then. Currently, the Rhode Island License Agreement is still in effect and the license agreement has been sublicensed to the Company’s subsidiary, Ocean Sihoma, Inc.

Teton Therapeutics, Inc.

On April 15, 2020, the Company entered into an Exclusive License Agreement (the “Teton License Agreement”) with Teton Therapeutics, Inc. (“Teton”). In February 25, 2021, the Company amended and restated this agreement in order to assign the program to a new subsidiary in the future. Pursuant to the Teton License Agreement, the Company obtained from Teton an exclusive license under certain patent rights, or the Teton Patents, and under certain data, expression and purification methods, information and other know-how, or the Teton Know-How, in each case relating to therapies for neurofibromatosis type 1 and 2 and schwannomatosis. Under such licenses that the Company obtained from Teton, or the Teton Licenses, the Company has the right to make, has made, market, offer for sale, use and sell in the field of therapeutics for each of neurofibromatosis type 1 and 2 and schwannomatosis on a worldwide basis any products or services that are either covered by the Teton Patents or incorporates or otherwise utilizes any Teton Know-How, or any materials that are sold in conjunction with any such products or services, in each such case, a Teton Product. The Company intends to form a subsidiary that will house this program, or the Ocean Teton Subsidiary.

Under the Teton License Agreement, after the date the Company forms the Ocean Teton Subsidiary, or the Ocean Teton Assignment Date, the Ocean Teton Subsidiary will develop and commercialize Teton Products in accordance with the development and commercialization plan, which will be mutually agreed upon with Teton.

In consideration for the rights conveyed by Teton under the Teton License Agreement, after the Ocean Teton Assignment Date, the Ocean Teton Subsidiary is obligated to reimburse Teton for all documented, out-of-pocket expenses incurred by Teton before the Teton Assignment Date, which expenses are $42,000. If the Company or the Ocean Teton Subsidiary, as applicable, grant any sublicenses under the Teton Licenses, the Company or the Ocean Teton Subsidiary, as applicable, are obligated to pay to Teton sublicense fees that are calculated on a tiered basis as a percentage of sublicense income including royalties and non-cash consideration, which percentage will differ based on whether the sublicense is executed prior to the fifth anniversary, between the fifth and eighth anniversary, or after the eighth anniversary of the effective date of the Teton License, with the percentage in each case in the low-double digits. The Ocean Teton Subsidiary is also required to issue to each of Teton and a certain group of its research personnel a number of shares of its stock representing ten percent (10%) of its outstanding capital stock on a fully diluted basis.

Under the Teton License Agreement, Teton retains control of the preparation, filing, prosecution and maintenance of the Teton Patents. The Ocean Teton Subsidiary is responsible for reimbursing Teton for all documented, out-of-pocket expenses incurred in performing such patent-related activities after the Teton Assignment Date but during the term of the Teton License Agreement.

Unless earlier terminated, the Teton License Agreement will terminate in its entirety upon the later of (a) the expiration of the last to expire valid claim of the Teton Patents covering any Teton Product, or (b) 20 years. The Company or the Ocean Teton Subsidiary, as applicable, may terminate the Teton License Agreement in its entirety at any time for convenience. Either party may terminate the Teton License Agreement in its entirety for the other party’s uncured material breach after an opportunity for the other party to cure such material breach. Teton may terminate the Teton License Agreement in its entirety immediately upon notice if the Company or the Ocean Teton Subsidiary notifies Teton that it has not elected to pursue development of the licensed rights or upon 30 days’ notice if the Ocean Teton Subsidiary fails to commence certain studies within a certain number of years after the assignment date to the Ocean Teton Subsidiary. Teton may also terminate the Teton License Agreement for the Company’s or the Ocean Teton Entity’s insolvency. If the Teton License Agreement is terminated by either party for any reason, the Teton Licenses will terminate and all rights thereunder will revert to Teton.

Related Parties Transactions	12 Months Ended
Related Parties Transactions	Dec. 31, 2022
Related Parties Transactions	Note 5-Related Parties Transactions Note 5 — Related Party Transactions Founder Shares In June 2021, the Sponsor paid $25,000 to cover certain offering costs in consideration for 2,875,000 Class B shares (the “founder shares”). The number of founder shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 11,500,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after the Initial Public Offering. Up to 375,000 of the founder shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, of which 125,000 such founder shares were no longer subject to forfeiture on the date of the IPO and the remaining 250,000 shares subject to forfeiture were forfeited and cancelled by the Sponsor in November 2021, upon the expiration of the underwriter’s over-allotment option. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the initial Business Combination, the founder shares will no longer be subject to such transfer restrictions. Promissory Note — Related Party On June 30, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. These loans were non-interest bearing, unsecured and were due at the earlier of June 30, 2022 or the closing of the Initial Public Offering. These loans were repaid upon the closing of the Initial Public Offering out of the $2,001,000 of offering proceeds that had been allocated to the payment of offering expenses. As of December 31, 2021, the Company had borrowed $190,101 under the promissory note and the amount was paid in full. On September 15, 2022, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and other parties (the “Lender”), pursuant to which the Lender loaned $1,050,000 to the Sponsor and the Sponsor loaned $1,050,000 to us (the “Sponsor Extension Loan”). Amounts loaned from the Lender to the Sponsor accrue interest at 8% per annum and amounts loaned from the Sponsor to us do not accrue interest. We are only required to repay the Sponsor Extension Loan upon completion of our initial Business Combination. The total amounts advanced by Lender to the Sponsor in connection with the $1,050,000 loan (the “Funded Amounts”) are required to be repaid, together with all accrued and unpaid interest thereon, within five days of the closing of our initial Business Combination, at the option of the Lender, in either (a) cash; or (b) shares of Class A common stock held by the Sponsor which are deemed to have a value of $10 per share for such repayment right. As additional consideration for the Lender making the Loan available to Sponsor, Sponsor agreed to transfer between 1 and 2.5 Shares of Class B common stock to Lender for each $10 multiple of the Funded Amounts, which included the registration rights previously provided by the Company to the Sponsor. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. On December 13, 2022, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and NPIC Limited (the “Lender”), pursuant to which the Lender loaned $1,050,000 to the Sponsor and the Sponsor loaned $1,050,000 to us (the “Sponsor Extension Loan”). Amounts loaned from the Lender to the Sponsor accrue interest at 8% per annum and amounts loaned from the Sponsor to us do not accrue interest. We are only required to repay the Sponsor Extension Loan upon completion of our initial Business Combination. The total amounts advanced by Lender to the Sponsor in connection with the $1,050,000 loan (the “Funded Amounts”) are required to be repaid, together with all accrued and unpaid interest thereon, within five days of the closing of our initial Business Combination, at the option of the Lender, in either (a) cash; or (b) shares of Class A common stock held by the Sponsor which are deemed to have a value of $10 per share for such repayment right. As additional consideration for the Lender making the Loan available to Sponsor, Sponsor agreed to transfer 10 Shares of Class B common stock to Lender for each $10 multiple of the Funded Amounts, which included the registration rights previously provided by the Company to the Sponsor. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. On December 14, 2022, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, Michael L. Peterson (the “Lender”), pursuant to which the Lender loaned $50,000 to the Sponsor and the Sponsor loaned $50,000 to us (the “Sponsor Extension Loan”). Amounts loaned from the Lender to the Sponsor accrue interest at 8% per annum and amounts loaned from the Sponsor to us do not accrue interest. We are only required to repay the Sponsor Extension Loan upon completion of our initial Business Combination. The total amounts advanced by Lender to the Sponsor in connection with the $50,000 loan (the “Funded Amounts”) are required to be repaid, together with all accrued and unpaid interest thereon, within five days of the closing of our initial Business Combination, at the option of the Lender, in either (a) cash; or (b) shares of Class A common stock held by the Sponsor which are deemed to have a value of $10 per share for such repayment right. As additional consideration for the Lender making the Loan available to Sponsor, Sponsor agreed to transfer 1 Shares of Class B common stock to Lender for each $10 multiple of the Funded Amounts, which included the registration rights previously provided by the Company to the Sponsor. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. Related Party Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. At December 31, 2022 and 2021, no such Working Capital Loans were outstanding. Administrative Support Agreement The Company has agreed to pay Aesther Healthcare Sponsor, LLC, our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The administrative support agreement began on September 14, 2021 and continues monthly until (i) the completion of the Company’s initial Business Combination or (ii) liquidation of the Company. For the period June 17, 2021(Inception) through December 31, 2021 and the year ended December 31, 2022, $35,000 and $120,000 had been paid to our Sponsor, respectively. Amount Due to for Redemption Deposit in Trust Account The Company committed $2,100,000 of the private placement proceeds to the Trust Account so that the $10.20 redemption price would be funded. Separately, as a result of the Sponsor Extension Loans (see Note 5 – Related Party Transactions), the total amount funded into the Trust Account by the Company increased to $10.30 per share.
Ocean Biomedical Inc [Member]
Related Parties Transactions	11. Related Parties Transactions *License Agreements with Elkurt, Inc.* Elkurt/Brown License In July, 2020, the Company entered into four separate Exclusive License Agreements, or the Brown License Agreements, with Elkurt, Inc., a licensee of Brown University. The Company amended each of the Brown License Agreements on March 21, 2021. Elkurt, Inc., is a company formed by the Company’s scientific co-founders Jack A. Elias, M.D., former Dean of Medicine and current Special Advisor for Health Affairs to Brown University, and Jonathan Kurtis, M.D., PhD, Chair of the Department of Pathology and Laboratory Medicine at Brown. Under the Brown License Agreements, Elkurt, Inc. grants to the Company exclusive, royalty-bearing licenses to patent rights and nonexclusive, royalty-bearing licenses to know-how, solely to make, have made, market, offer for sale, use, and sell licensed products for use in certain fields. License fees are expensed as incurred as research and development expenses. Patent reimbursement fees are expensed as incurred as general and administrative expenses. On August 24, 2022 the Agreements were amended, thereby extending the termination date of each to November 24, 2023. As of December 31, 2022, the Company has incurred a total amount of $340,190 for patent reimbursement expenses to Brown that Elkurt, Inc., of which $297,700 has been paid on behalf of the Company. As of December 31, 2022, the amount due to Elkurt for the Brown License that is currently due to Brown is $54,490 consisting of (i) patent reimbursement expenses of $42,490 recorded as general and administrative costs and (ii) license maintenance fees in the amount of $12,000 recorded as research and development costs. In addition, $42,727 is currently due for patent reimbursement expenses that Elkurt has previously paid on behalf of the Company. The amounts were recorded as accounts payable-related party on the consolidated balance sheets. Elkurt/Rhode Island Hospital License In January 2021, the Company entered into an Exclusive License Agreement, or the Rhode Island License Agreement, with Elkurt, Inc., a licensee of Rhode Island Hospital. The Company amended the Rhode Island License Agreement on August 24, 2022 that extended the termination date to November 1, 2023. Under the Rhode Island License Agreement, Elkurt, Inc. grants to the Company an exclusive, royalty-bearing license to patent rights and a nonexclusive, royalty-bearing license to know-how, solely to make, have made, market, offer for sale, use, and sell licensed products for use in a certain field. As of December 31, 2022, the Company has incurred $386,598 for patent reimbursement expenses of which $131,986 has been paid. The amount due to Elkurt in the amount of $254,612 is included in accounts payable-related party on the consolidated balance sheets. *Transactions with Founder and Executive Chairman* As of December 31, 2021, the Company’s Founder and Executive Chairman had paid for certain general and administrative expenses totaling $93,769 on behalf of the Company. The amounts were recorded as accounts payable-related parties on the consolidated balance sheets. As of December 31, 2022, the amount was $92,919. The reduction of $850 was actually paid by the Company for state taxes in 2022. The amounts were recorded as accounts payable-related party on the consolidated balance sheets. *Transactions with Chief Accounting Officer* The Company’s Chief Accounting Officer previously provided consulting services to the Company with RJS Consulting, LLC, his wholly owned limited liability company through June 15, 2021, before becoming the Company’s Chief Accounting Officer. As of December 31, 2021 and 2022, the Company owed RJS Consulting, LLC $142,500. The amounts were recorded as accounts payable on the consolidated balance sheets and were expensed as accounting fees in general and administrative expenses in 2021.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to and through the date that the financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 14, 2023, the registrant, formerly known as Aesther Healthcare Acquisition Corp., consummated the previously announced Business Combination. Pursuant to that certain Agreement and Plan of Merger, dated August 31, 2022, as amended on December 5, 2022 by Amendment No. 1, by and among the registrant, AHAC Merger Sub, Inc., a Delaware corporation, Aesther Healthcare Sponsor, LLC, in its capacity as purchaser representative, Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc., a Delaware corporation, and Dr. Chirinjeev Kathuria, in his capacity as seller representative (“Business Combination Agreement”). Pursuant to the Business Combination Agreement, on the Closing Date, Merger Sub merged with and into Legacy Ocean, with Legacy Ocean continuing as the surviving entity and a wholly-owned subsidiary of the registrant. In connection with the closing of the Business Combination (the “Closing”), the Company changed its name from “Aesther Healthcare Acquisition Corp.” to “Ocean Biomedical, Inc.” On January 11, 2023, the record date for the Special Meeting of stockholders to approve the Business Combination (the “Special Meeting”), there were 13,225,000 shares of AHAC’s common stock, par value $0.0001 per share, issued and outstanding, consisting of (i) 10,600,000 public shares of Class A common stock and (ii) 2,625,000 shares of Class B common stock held by the Sponsor. In addition, AHAC had issued 5,250,000 public warrants to purchase Class A common stock (originally sold as part of the units issued in AHAC’s initial public offering (“IPO”)) along with 5,411,000 warrants issued to the Sponsor in a private placement (the “Private Placement Warrants”) on the IPO closing date. Prior to the Special Meeting, holders of 5,570,965 shares of Aesther’s Class A common stock included in the units issued in AHAC’s IPO exercised their right to redeem those shares for cash at a price of approximately $10.56 per share, for an aggregate of approximately $58,847,564.50. The per share redemption price was paid out of AHAC’s Trust Account, which, after taking into account the redemptions but before any transaction expenses, had a balance immediately prior to the Closing of approximately $52,066,689.50. On March 22, 2023, we entered into a Loan Modification Agreement (the “Modification Agreement”) with the Sponsor and NPIC Limited (the “Lender”), which modifies the terms of Loan and Transfer Agreement between the Company, the Sponsor, and the Lender dated December 13, 2022 (the “Sponsor Extension Agreement”). We also entered into a Side Letter Agreement with the Sponsor (the “Side Letter”), which further modifies the Sponsor Extension Agreement. The Modification Agreement modified the Sponsor Extension Agreement to provide that, among other things, (i) the maturity date of the $1,050,000 loan from the Lender to the Sponsor (the “Sponsor Loan”) is extended to May 22, 2023 (the “Maturity Date”); (ii) the extension will take effect concurrently with, and not until, the Sponsor transfers 1,050,000 shares of the Company’s common stock (the “Initial SPAC Shares”) to the Lender; (iii) effective as of the date of the Modification Agreement, the Sponsor Loan shall accrue fifteen percent (15%) interest per annum, compounded monthly; (iv) the maturity date of the $1,050,000 loan from the Sponsor to the Company (the “SPAC Loan”) is extended to May 19, 2023; (v) the proceeds of any Capital Raise of at least $15,000,000 by the Company shall be first used by the Company to promptly repay the SPAC Loan and then Sponsor shall promptly repay the Sponsor Loan and all accrued interest; (vi) in exchange for the extension of the Maturity Date, the Company shall issue 50,000 shares of common stock to Lender on the date of the Modification Agreement and shall issue an additional 50,000 shares of common stock thereafter on each 30-day anniversary of the Maturity Date to the Lender until the Sponsor Loan is repaid in full; (vii) in the event Sponsor defaults on its obligations to repay the Sponsor Loan by the Maturity Date, the Sponsor shall transfer to the Lender 250,000 shares of Company common stock owned by the Sponsor and shall transfer an additional 250,000 such shares each month thereafter until the default is cured; (viii) the Company is obligated to file a registration statement with the SEC registering the shares to be issued to Lender within 30 days of the transfer, including the Initial SPAC Shares; and (ix) in the event that the Company defaults on its obligations to the Lender set forth in (v), (vi) and (viii), the Company shall issue to Lender 250,000 shares of common stock and shall transfer an additional 250,000 shares of common stock each month thereafter until the default is cured. The Side Letter provides that, in the event the Company fails to repay the SPAC Loan by May 19, 2023, the Company shall issue to Sponsor 250,000 shares of common stock and shall issue an additional 250,000 such shares to Sponsor each month thereafter until the default is cured. All capitalized terms used in the foregoing descriptions of the Modification Agreement or Side Letter, and not otherwise defined herein, have the meanings ascribed to such terms in the Modification Agreement or Side Letter. At the Closing of the Business Combination, the underwriters for Aesther’s IPO agreed to defer payment of $3.15 million of deferred underwriting discounts otherwise due to them until November 14, 2023, pursuant to the terms of a promissory note. The deferred amounts bear interest at 9% per annum and 24% per annum following an event of default under the promissory note. The loan made pursuant to the Loan and Transfer Agreement between the Company, the Sponsor, and other parties dated September 15, 2022 was paid down at the Closing of the Business Combination to $500,000. The maturity date of the loan has been extended up to 90 days from the Closing of the Business Combination. On March 28, 2023, we entered into a Loan Agreement with McKra Investments III pursuant to which we borrowed $1 million to pay certain accrued expenses. The loan bears interest at 15% per annum and is due within three business days of our next financing or receipt of proceeds from the Backstop Agreement or, if earlier, 45 days from the date of the advance. We issued warrants to the lender for 200,000 shares of our common stock, exercisable for five years at an exercise price of $10.34 and will pay $150,000 in loan fees at maturity.
Ocean Biomedical Inc [Member]
Subsequent Events	14. Subsequent Events The Company has evaluated subsequent events through March 31, 2023, the date that these consolidated financial statements were issued. Except for the matters disclosed below, no additional subsequent events had occurred that would require recognition or disclosure in these consolidated financial statements. On January 10, 2023, the Second Street Loan 2 was amended whereas increasing the loan amount from $200,000 to $400,000. A loan fee of $15,000 and a minimum return assessment fee of $35,000 were charged and paid from the $200,000 loan advance for net proceeds of $150,000. The Company was originally required to repay the principal and accrued interest of the Second Street Loan 2 the earlier of (i) 5 business days after its next financing or closing of the business combination or earlier of (i) 5 business days after Ocean Biomedical’s next financing or (ii) February 15, 2023. On March 1, 2023, but effective February 15, 2023, the Second Street Loan and Second Street Loan 2 were amended whereas the maturity date was extended from February 15, 2023 to March 31, 2023. The Company is required to repay the principal and accrued interest of the Second Street Loan and Second Street Loan 2 the earlier of (i) 5 business days after its next financing or closing of the business combination or (ii) March 31, 2023. In consideration of the extension, the Company issued to Second Street Capital, LLC a warrant to purchase 75,000 shares of the Company’s common stock with an exercise price of $10.34 per share exercisable until March 31, 2028. An extension fee of $75,000 was recorded in the Company’s financial statements for the period ended March 31, 2023. Currently, the Company and Second Street Capital, LLC are working on another amendment to extend the date. Dated as of March 28, 2023, the Company entered into a Loan Agreement with McKra Investments III pursuant to which the Company borrowed $1,000,000. The Company issued a warrant to purchase 200,000 shares of the Company’s common stock, with an exercise price of $10.34 per share, exercisable until March 27, 2028. The Company will pay a $150,000 loan and convenience fee due upon repayment of the loan. Repayment of the loan is due the earlier (i) from the proceeds of the Convertible Debt instrument to be offered in April 2023 or (ii) 45 days from the date of the advance. Dated as of March 29, 2023, the Company entered into a Loan Agreement with Second Street Capital, LLC pursuant to which the Company borrowed $1 million to pay certain accrued expenses. The loan bears interest at 15% per annum and is due within three business days of our next financing or receipt of proceeds from the Backstop Agreement or, if earlier, 45 days from the date of the advance. We issued warrants to the lender for 200,000 shares of the Company’s common stock, exercisable for five years at an exercise price of $10.34 and will pay $150,000 in loan fees at maturity. On February 10, 2023 AHAC and Legacy Ocean entered into an amended and restated Vellar Backstop Agreement with Vellar. Pursuant to the Backstop Agreement, Vellar agreed to support the Business Combination by purchasing up to 6,000,000 shares of the Class A common stock in the open market for up to $60,000,000, including from other stockholders that elected to redeem and subsequently revoked their prior elections to redeem their shares, following the expiration of the Company’s redemption offer. The Company has agreed to purchase those shares from Vellar on a forward basis. The purchase price payable by the Company included a prepayment in the amount of the redemption price per share. The Vellar Backstop Agreement matures on the earlier to occur of (a) three years after the closing of the Merger Agreement (February 14, 2026) or (b) the date specified by Vellar in a written notice delivered at Vellar’s discretion if the VWAP of the shares during 30 out of 45 consecutive trading days is less than $4 per share. In addition, Vellar received $12,408,000 from the trust account holding the net proceeds from the sale of the units in the Aesther IPO (the “Trust Account’) and used it to purchase shares of the Class A common stock (the “Share Consideration Shares”) that otherwise would have been redeemed using funds from the Trust Account. These shares are not subject to the Vellar Backstop Agreement repurchase obligations. New Ocean Biomedical has the option to repurchase the Share Consideration Shares from Vellar at an aggregate price of $3,000,000 at any time during the first nine months after the earlier of (a) one business day after the closing of the Business Combination and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination. If an event occurs causing the VWAP per shares to be at or above $20.00 per share for any 30 trading days during a 45 consecutive trading day-period and the aggregate trading volume in respect of such shares during the same 30-day period is at least the product of (a) three and (b) the difference of (x) the Number of Shares and (y) the Terminated Shares (each as defined in the Vellar Backstop Agreement), then New Ocean Biomedical can notify Vellar of such event and cause the Vellar Backstop Agreement to mature. The Vellar Backstop Agreement calls for the adjustment of the Reset Price (as defined in the Vellar Backstop Agreement) on the first scheduled trading day of each month commencing on the first calendar month following the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, (b) the initial price per shares paid by Vellar for the shares and (c) the VWAP price per share of the last ten trading days of the prior calendar month, but not lower than $10.34. The Reset Price may be reduced further in connection with a dilutive offering undertaken by the New Ocean Biomedical. The Reset Price is relevant to the provision entitling New Ocean Biomedical to terminate the Vellar Backstop Agreement early (in whole or in part) and require Vellar to pay New Ocean Biomedical an amount equal to the product of (x) the number of shares the New Ocean Biomedical elects to terminate from the forward transaction and (y) the Reset Price as of the termination date. At maturity, any remaining shares subject to the Backstop Agreement will be finally purchased by New Ocean Biomedical at maturity for an additional $2.50 per share. During the term of the Vellar Backstop Agreement, Vellar may elect to sell some or all of the shares subject to the Backstop Agreement after which those shares will no longer be subject to the Vellar Backstop Agreement, and in such event Vellar will repay the Company with a portion of the sale proceeds. On February 12, 2023, AHAC, Legacy Ocean, and Vellar again amended and restated the original Vellar Backstop Agreement (the “Definitive A&R Backstop Agreement”). The Company clarifies that the change between the Definitive A&R Backstop Agreement and the original Vellar Backstop Agreement is that the maximum number of shares Vellar may purchase was increased from 6,000,000 to 8,000,000 in the Definitive A&R Backstop Agreement. Pursuant to the Backstop Agreement, Vellar agreed to purchase up to 8,000,000 shares of AHAC’s common stock in the open market for up to $80,000,000, including from other stockholders that elected to redeem and subsequently revoked their prior elections to redeem their shares, following the expiration of AHAC’s s redemption offer. On February 13, 2023, AHAC, Vellar and Legacy Ocean entered into an assignment and novation agreement with Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP and Meteora Capital Partners, LP (collectively “Meteora”) (the “Meteora Agreement”), pursuant to which Vellar assigned its obligation as to 2,666,667 shares of common stock of the Company to be purchased under the Vellar Backstop Agreement to Meteora. In addition, on February 13, 2023, AHAC, Vellar and Legacy Ocean entered into an assignment and novation agreement with Polar Multi-Strategy Master Fund (“Polar”) (the “Polar Agreement”) pursuant to which Vellar assigned its obligations as to 2,000,000 shares of common stock of the Company to be purchased under the Vellar Backstop Agreement to Polar. On February 14, 2023, AHAC, Legacy Ocean and Polar entered into a subscription agreement in which Polar agreed to purchase 1,350,000 newly-issued shares of the Company’s common stock at a per share purchase price of $10.56 and an aggregate purchase price of $14,260,404 (the “Polar Subscription”). The Polar Subscription was the method by which Polar exercised its right to purchase “Additional Shares” pursuant to the Backstop Agreement to which Polar acquired a portion of the rights from Vellar pursuant to the Polar Agreement. The shares acquired by Polar as part of the Polar Subscription are subject to the restrictions for “Additional Shares” set forth in the Backstop Agreement. On February 14, 2023 (the “Closing Date”), AHAC consummated the previously announced Business Combination pursuant to the Business Combination Agreement as amended. Pursuant to the Business Combination Agreement, as amended on the Closing Date, Merger Sub merged with and into Ocean Biomedical, Inc., with Ocean Biomedical, Inc., continuing as the surviving entity and a wholly-owned subsidiary of AHAC (the “Merger,” and, together with the other transactions and ancillary agreements contemplated by the Business Combination Agreement, the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”), AHAC changed its name from “Aesther Healthcare Acquisition Corp.” to “Ocean Biomedical, Inc, and Ocean Biomedical, Inc., changed its name to “Ocean Biomedical Holdings, Inc. On the Closing Date, in connection with the Closing: ● AHAC issued to the holders of Ocean Biomedical’s securities as of immediately prior to the Closing approximately 23,355,432 shares of the Company’s Class A common stock (with a per-share value of $10.00) with an aggregate value equal to $233,554,320, as adjusted as required by the Business Combination Agreement to take into account net working capital, closing net debt and Ocean Biomedical, Inc.,, transaction expenses, in exchange for all of the issued and outstanding capital stock of Ocean Biomedical, Inc.; ● the Sponsor’s 2,625,000 shares of AHAC’s Class B common stock converted on a one-for-one basis into 2,625,000 shares of AHAC’s Class A common stock pursuant to the Third Amended and Restated Certificate of Incorporation (the “Amended Certificate”); ● AHAC issued to the Sponsor 1,365,000 additional shares of AHAC’s Class A common stock in connection with the Sponsor obtaining two (2) three-month extensions beyond the September 16, 2022 deadline to complete an initial business combination; ● all shares of AHAC’s Class A common stock were reclassified as common stock pursuant to the Company’s Amended Certificate; and ● New Ocean Biomedical issued to Second Street Capital, LLC (“Second Street”), Ocean Biomedical’s lender, three (3) warrants (the “Converted Ocean Warrants”) for the number of shares of New Ocean Biomedical’s common stock equal to the economic value of the Legacy Ocean warrants previously issued to Second Street in exchange for the termination of the Ocean Biomedical, Inc., warrants. The Converted Ocean Warrants are exercisable for a total of 511,712 shares of the Company’s common stock at an exercise price of $8.06 per share and 102,342 shares of New Ocean Biomedical’s common stock at an exercise price of $7.47 per share. In addition, pursuant to Business Combination Agreement, the holders of Ocean Biomedical’s common stock shall be entitled to receive from the New Ocean Biomedical, Inc., in the aggregate, up to an additional 19,000,000 shares of the Company’s common stock (the “Earnout Shares”) as follows: (a) in the event that the volume-weighted average price (the “VWAP”) of New Ocean Biomedical exceeds $15.00 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the Closing Date until the 36-month anniversary of the Closing Date, the holders of Ocean Biomedical securities pre-Closing shall be entitled to receive an additional 5,000,000 shares of New Ocean Biomedical’s common stock, (b) in the event that the VWAP of New Ocean Biomedical exceeds $17.50 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the Closing Date until the 36-month anniversary of the Closing Date, the holders of Ocean Biomedical’s securities pre-Closing shall be entitled to receive an additional 7,000,000 shares of New Ocean Biomedical’s common stock and (c) in the event that the VWAP of New Ocean Biomedical exceeds $20.00 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the Closing Date until the 36-month anniversary of the Closing Date, the holders of Ocean Biomedical’s securities pre-Closing shall be entitled to receive an additional 7,000,000 shares of New Ocean Biomedical’s common stock. In addition, for each issuance of Earnout Shares, New Ocean Biomedical will also issue to Sponsor an additional 1,000,000 shares of New Ocean Biomedical’s common stock. Following the Business Combination Agreement, New Ocean Biomedical is subject to the terms and conditions of a Common Stock Purchase Agreement AHAC entered into with White Lion. Pursuant to the Common Stock Purchase Agreement, AHAC has the right, but not the obligation to require White Lion to purchase, from time to time, up to $75,000,000 in aggregate gross purchase price of newly issued shares of New Ocean Biomedical common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. New Ocean Biomedical is obligated under the Common Stock Purchase Agreement and the White Lion Registration Rights Agreement to file a registration statement with the SEC to register for the resale by White Lion, shares of common stock that New Ocean Biomedical may issue to White Lion under the Common Stock Purchase Agreement. Subject to the satisfaction of certain customary conditions, New Ocean Biomedical’s right to sell shares to White Lion will commence on the effective date of the registration statement and extend for a period of two years. During such term, subject to the terms and conditions of the Common Stock Purchase Agreement, New Ocean Biomedical may notify White Lion when New Ocean Biomedical exercises its right to sell shares (the effective date of such notice, a “Notice Date”). The number of shares sold pursuant to any such notice may not exceed (i) $2,000,000, divided by the closing price of the New Ocean Biomedical common stock on Nasdaq preceding the Notice Date and (ii) a number of shares of Common Stock equal to the average daily trading volume multiplied by 67%. New Ocean Biomedical may not sell, and White Lion may not purchase, shares of New Ocean Biomedical common stock that would result in White Lion Owning more than 9.99% of the outstanding common stock of New Ocean Biomedical.

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2022
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Concentration of Credit Risk	Concentration of Credit Risk Financial installments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Net Operating Loss for tax purposes in 2022 and 2021 was $478,000 and $564,000. The Deferred Tax Asset was $180,000 and $118,000 with valuation allowances of $180,000 and $118,000, for 2022 and 2021, respectively. The Net Deferred tax Asset was $0 in both 2022 and 2021. The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards, and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized. For the years ended December 31, 2022 and 2021, we recorded a full valuation allowance due to historical losses before income taxes which reduced management’s ability to rely on future expectations of income. Uncertain Tax Positions We believe that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within 12 months of the reporting date. The federal and state statutes of limitation for assessment of tax liability generally lapse within three years after the date the tax returns are filed. However, income tax attributes that are carried forward, such as net operating loss carryforwards, may be challenged and adjusted by taxing authorities at any time prior to the expiration of the statute of limitations for the tax year in which they are utilized. As of December 31, 2022, we do not have any open exams; however, all tax years are subject to examination by the Internal Revenue Service.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Common Stock.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. An aggregate of 10,500,000 shares of Class A common stock subject to possible redemption at December 31, 2022 and 2021 have been excluded from the calculation of basic loss per share of common stock, since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including warrants sold in connection with the partial sale of units in connection with the over-allotment option) and Private Placement to purchase an aggregate of 5,411,000 shares of the Company’s common stock in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of income (loss) per share of Common Stock for Redeemable Class A common stock in a manner similar to the two-class method of income (loss) per share of Common Stock. Net income per share of Common Stock, basic and diluted, for Redeemable Class A common stock is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share of Common Stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to redeemable Class A common stock, by the weighted average number of non-redeemable Common Stock outstanding for the period. Non-redeemable Class A and Class B common stock includes founder shares (see Note 5 – Related Party Transactions) and non-redeemable shares of Common Stock as these shares do not have any redemption features. Non-redeemable Class A and Class B common stock participates in the income or loss on marketable securities based on non-redeemable shares of Common Stock’s proportionate interest.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (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 its 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. The Company 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, the Company, 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 the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Cash Held in Trust Account	Cash Held in Trust Account As of December 31, 2022 and 2021, the Company had $110,443,335 and $107,102,449 in cash held in the Trust Account, respectively.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the 10,500,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. Accordingly, as of December 31, 2022, 10,500,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – Expenses of Offering. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounted to $4,615,992 and was charged to stockholders’ equity upon the completion of the Initial Public Offering.
Ocean Biomedical Inc [Member]
Basis of Presentation	*Basis of Presentation* The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and stated in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Updates of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all intercompany accounts and transactions. The subsidiaries were formed to organize the Company’s therapeutic programs in order to optimize multiple commercialization options and to maximize each program’s value.
Use of Estimates	*Use of Estimates* The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, as applicable, including those related to accrued expenses, the fair values of the Company’s common stock, and the valuation of deferred tax assets. The Company bases its estimates using Company forecasts and future plans, current economic conditions, and information from third-party professionals that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and recorded amounts of expenses that are not readily apparent from other sources and adjusts those estimates and assumptions when facts and circumstances dictate. The Company’s results can also be affected by economic, political, legislative, regulatory or legal actions. Economic conditions, such as recessionary trends, inflation, interest, changes in regulatory laws and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. The Company could also be affected by civil, criminal, regulatory or administrative actions, claims, or proceedings.
Cash and Cash Equivalents	*Cash, Cash Equivalents* The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value and may include money market funds, U.S. Treasury and U.S. government-sponsored agency securities, corporate debt, commercial paper, and certificates of deposit. The Company had minimal cash or cash equivalents as of December 31, 2021 and 2022.
Concentration of Credit Risk	*Concentrations of Credit Risk and Off-balance Sheet Risk* The Company has held minimal cash and cash equivalents since its inception and certain of its expenses have been paid for by the proceeds from the issuance of common stock and debt, and by the Company’s Founder and Executive Chairman. The Company has no significant off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission. The Company’s future results of operations involve several other risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations. Such factors include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s product candidates, uncertainty of market acceptance of the Company’s product candidates, competition from other products, securing and protecting intellectual property, strategic relationships and dependence on key employees and research partners. The Company’s product candidates require Food and Drug Administration (“FDA”) and other non-U.S. regulatory agencies approval prior to commercial sales. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, if approval was delayed, if approval was unable to be maintained, it could have a materially adverse impact on the Company.
Revenue	*Revenue* The Company has not generated any revenue from any sources since its inception, including from product sales. The Company does not expect to generate any revenue from the sale of products in the foreseeable future. If the Company’s development efforts for its product candidates are successful and result in regulatory approval, or license agreements with third parties, the Company may generate revenue in the future from product sales. However, there can be no assurance as to when revenue will be generated, if at all.
Research and Development Expenses	*Research and Development Expenses* Research and development expenses consist primarily of costs incurred for research activities, including the development of product candidates. Research and development costs are expensed as incurred. For the years ended December 31, 2021 and 2022, research and development expenses consist of expenses recognized for stock-based compensation and incurred for services agreements. Payments associated with licensing agreements to acquire exclusive licenses to develop, use, manufacture and commercialize products that have not reached technological feasibility and do not have alternate commercial use are expensed as incurred.
Deferred Offering Costs	*Deferred Offering Costs* Deferred offering costs, consisting of direct accounting fees, legal fees, regulatory fees, transfer agent fees, and printing costs directly related to the Business Combination are capitalized. The deferred offering costs will be reclassified to additional paid in capital upon completion of Business Combination. The amount is recorded as current assets in the consolidated balance sheets. In October 2021, the Company expensed $3.4 million in deferred offering costs due to delays in timing of the Company’s proposed IPO. The amount was recorded as general and administrative expense for the year ended December 31, 2021. The Company deferred $19 thousand and $1.8 million as of December 31, 2021 and 2022, respectively, which is recorded as current assets in the Consolidated Balance Sheets. Additional deferred offering costs were incurred up to the Business Combination.
Income Taxes	*Income Taxes and Tax Credits* Income taxes are recorded in accordance with FASB ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss (“NOL”) carryforwards and research and development tax credit (“R&D Credit”) carryforwards. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2021 and 2022, the Company had no liability for income tax associated with uncertain tax positions. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There was no income tax interest or penalties incurred for the years ended December 31, 2021 and 2022.
Net Loss Per Share of Common Stock	*Net Loss Per Share* Net loss per share is computed by dividing net loss attributed to common stockholders by the weighted-average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock.
Comprehensive Loss	*Comprehensive Loss* Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company has had no unrealized gains or losses for the years ended December 31, 2021 and 2022.
Emerging Growth Company Status	*Emerging Growth Company Status* The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company, or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Recent Accounting Standards	*Recent Accounting Standards* The Company does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Organization and Business Operations (Details Narrative) - USD ($)								3 Months Ended	6 Months Ended	12 Months Ended
	Sep. 17, 2022	Sep. 15, 2022	Aug. 31, 2022	Sep. 17, 2021	Sep. 17, 2021	Aug. 31, 2021	Jan. 02, 2019	Dec. 16, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 30, 2022	Apr. 20, 2022	Oct. 31, 2021	Jun. 30, 2021	Feb. 22, 2021
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Cash									$ 1,075,602	$ 328,305	$ 1,075,602
Proceeds from issuance of private placement									5,411,000
Transaction costs				$ 4,615,992
Underwriting fees				1,050,000
Deferred underwriting fees				3,150,000	$ 3,150,000				3,150,000	3,150,000	$ 3,150,000
Other offering costs				$ 415,992	$ 415,992
Net proceeds from offering									$ 103,687,963
Cash in trust account		$ 1,050,000						$ 2,100,000
Redemption Price					15.00%
Interest on dissolution expenses	$ 100,000
Share price	$ 10.30
Working capital surplus										2,995,866
IPO [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Share price				$ 10.00	$ 10.00
Sale of units through initial public offering, shares					10,500,000
Transaction costs					$ 4,613,955
Other offering costs				$ 413,955	$ 413,955
Cash held outside of Trust Account										328,305
Share price	10.30
Private Placement Warrants [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Share price				$ 1.00	$ 1.00
Sale of units through initial public offering, shares				5,411,000
Proceeds from issuance of private placement				$ 5,411,000
IPO and Private Placement [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Share price				$ 10.20	$ 10.20
Net proceeds from offering				$ 107,100,000
Private Placement [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Proceeds from issuance of private placement										$ 2,100,000
Redemption price per share										$ 10.30
Private Placement [Member] \| Sponssor Extension Loan [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Redemption price per share										10.20		$ 10.30
Minimum [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Minimum net tangible asset upon consummation of business combination				$ 5,000,001	$ 5,000,001
Share price	$ 10.30
Maximum [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Share price															$ 12.00
Common Class A [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock, par value									$ 0.0001	0.0001	$ 0.0001
Redemption price per share									$ 10.20	$ 10.52	$ 10.20
Common Class A [Member] \| IPO [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Share price				$ 10.00	$ 10.00
Sale of units through initial public offering, shares					10,500,000
Proceeds from issuance or sale of equity					$ 105,000,000
Ocean Biomedical Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Merger consideration			As consideration for the Merger, the holders of Ocean Biomedical’s securities collectively shall be entitled to receive from AHAC, in the aggregate, a number of shares of AHAC Class A common stock with an aggregate value equal to (the “Merger Consideration”) (a) $240,000,000 minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount, if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing net debt exceeds $500,000, minus (e) the amount, if any, by which the company transaction expenses exceed $6,000,000. In addition, holders of Ocean Biomedical’s securities shall also be entitled to receive from AHAC, in the aggregate, an additional 19,000,000 shares of AHAC Class A common stock in the event that the volume weighted average price (VWAP) of AHAC’s Class A common stock, collectively, exceeds (a) $15.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 5,000,000 shares of AHAC Class A common stock, (b) $17.50 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 7,000,000 shares of AHAC Class A common stock and (c) $20.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 7,000,000 shares of AHAC Class A common stock. In addition, for each Earnout Share Payment, AHAC will also issue to Sponsor an additional 1,000,000 shares of AHAC Class A common stock
Ocean Biomedical Inc [Member] \| Common Class A [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock, par value			$ 0.0001
Aesther Healthcare Sponsor LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Percentage of voting interests acquired				50.00%	50.00%
Aesther Healthcare Sponsor LLC [Member] \| Public Shares and Private Placement [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Percentage of voting interests acquired				80.00%	80.00%
Common Stock [Member] \| Common Class A [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Sale of units through initial public offering, shares									10,500,000
Backstop Agreement [Member] \| Ocean Biomedical Inc [Member] \| Common Class A [Member] \| Minimum [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Investors totaling amount			$ 50,000,000
Backstop Agreement [Member] \| Ocean Biomedical Inc [Member] \| Common Class A [Member] \| Maximum [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Investors totaling amount			75,000,000
Backstop Agreement [Member] \| Vellar Opportunity Fund SPV LLC [Member] \| Common Class A [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Purchase of common stock			$ 40,000,000
Equity line of credit redeem shares description			including from other AHAC stockholders that elected to redeem and subsequently revoked their prior elections to redeem their shares, following the expiration of the Company’s redemption offer. AHAC has agreed to purchase those shares from Vellar on a forward basis. The purchase price payable by the Company will include a prepayment in the amount of the redemption price per share. The Backstop Agreement matures on the earlier to occur of (a) 3 years after the closing of the Merger Agreement or (b) the date specified by Vellar in a written notice delivered at Vellar’s discretion if the VWAP of AHAC’s shares during 20 out of 30 consecutive trading days is less than $3 per share. At maturity, any remaining shares subject to the forward transaction will be finally purchased by AHAC at maturity for an additional $2.50 per share. During the term of the Backstop Agreement, Vellar may elect to sell some or all of the shares subject to the forward transaction after which those shares will no longer be subject to the Backstop Agreement, and in such event Vellar will repay the Company with a portion of the sale proceeds. If the Backstop Agreement is terminated after the Merger fails to close, except due to regulatory items or a material breach by Vellar, AHAC will be obligated to pay a break-up fee equal to $1 million and certain fees and expenses
Fees and expenses						$ 1,000,000
Ocean Biomedical Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Cash									$ 60,000	$ 34,000	$ 60,000
Working capital deficiency										$ 10,600,000
Common stock, par value									$ 0.000001	$ 0.000001	$ 0.000001
Fees and expenses										$ 16,121,000	$ 62,345,000
Sale of units through initial public offering, shares							17,454,542			17,496,370
Other offering costs									$ 19,000	$ 1,808,000	$ 19,000			$ 3,400,000
Share price													$ 11.00			$ 16.96
Ocean Biomedical Inc [Member] \| Common Stock [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Sale of units through initial public offering, shares											41,828
Ocean Biomedical Inc [Member] \| Backstop Agreement [Member] \| Common Stock [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Share price										$ 10.34

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2021	Sep. 17, 2021
Property, Plant and Equipment [Line Items]
Deferred offering cost				$ 415,992
Federal depository insurance coverage amount	$ 250,000
Cash held in trust account	110,443,335	$ 107,102,449
Deferred Tax Assets, Operating Loss Carryforwards	478,000	564,000
Deferred Tax Assets, Gross	180,000	118,000
Deferred Tax Assets, Valuation Allowance	180,000	$ 118,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Net tangible assets	$ 5,000,001
Common Class A [Member]
Property, Plant and Equipment [Line Items]
Temporary equity, shares outstanding	10,500,000	10,500,000
IPO [Member]
Property, Plant and Equipment [Line Items]
Deferred offering cost				$ 413,955
Offering expenses	$ 4,615,992
IPO [Member] \| Common Class A [Member]
Property, Plant and Equipment [Line Items]
Sale of stock, number of shares issued in transaction	10,500,000
Private Placement [Member]
Property, Plant and Equipment [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	5,411,000
Ocean Biomedical Inc [Member]
Property, Plant and Equipment [Line Items]
Deferred offering cost	$ 1,808,000	$ 19,000	$ 3,400,000
Deferred Tax Assets, Operating Loss Carryforwards	1,338,000	294,000
Deferred Tax Assets, Gross	16,085,000	12,494,000
Deferred Tax Assets, Valuation Allowance	$ 16,085,000	$ 12,494,000

Commitments and Contingencies (Details Narrative) - USD ($)						6 Months Ended	12 Months Ended
	Dec. 30, 2022	Nov. 18, 2022	Jan. 02, 2022	Sep. 17, 2021	Jan. 02, 2019	Dec. 31, 2021	Dec. 31, 2022	Sep. 30, 2022	May 31, 2022	Feb. 28, 2022
Product Liability Contingency [Line Items]
Issuance initial public offering						$ 103,687,963
Assets held in trust						107,102,449	110,443,335
United Gear Assembly Inc and Ocean Biomedical Inc [Member]
Product Liability Contingency [Line Items]
Payments on related party							145,160
Investor Relations Firm One [Member]
Product Liability Contingency [Line Items]
Monthly expense							10,000
Payments for business combination							40,000
Investor Relations Firm Two [Member]
Product Liability Contingency [Line Items]
Monthly expense							8,000
Payments for business combination							$ 12,000
Common Class A [Member]
Product Liability Contingency [Line Items]
Warrant, exercise price							$ 0.01
Over-Allotment Option [Member] \| Common Class A [Member]
Product Liability Contingency [Line Items]
Issuance of shares							100,000
IPO [Member]
Product Liability Contingency [Line Items]
Issuance of shares				10,500,000
IPO [Member] \| Common Class A [Member]
Product Liability Contingency [Line Items]
Issuance of shares				10,500,000
Ocean Biomedical Inc [Member]
Product Liability Contingency [Line Items]
Borrowings							$ 776,000
Warrant issued							824,013
Warrant expense		$ 388,938					1,074,013
Cumulative capital raise							11,300,000
Contingent payments							12,800,000
Contingent vendor payments							1,400,000
Related party expense							$ 100,000
Issuance of shares					17,454,542		17,496,370
Ocean Biomedical Inc [Member] \| Minimum [Member]
Product Liability Contingency [Line Items]
Cumulative capital raise							$ 50,000,000
Ocean Biomedical Inc [Member] \| License and Maintenance [Member]
Product Liability Contingency [Line Items]
Annual license maintenance fees			$ 3,000				12,000
Ocean Biomedical Inc [Member] \| Put Option [Member]
Product Liability Contingency [Line Items]
Warrant expense							250,000
Loan Agreement [Member] \| Ocean Biomedical Inc [Member]
Product Liability Contingency [Line Items]
Borrowings										$ 600,000
Interest rate										15.00%
Warrants to purchase shares										312,500
Warrant, exercise price										$ 11.00
Warrant issued										$ 250,000
Loan Agreement [Member] \| Ocean Biomedical Inc [Member] \| Put Option [Member]
Product Liability Contingency [Line Items]
Warrant expense		$ 250,000
Second Loan Agreement [Member] \| Ocean Biomedical Inc [Member]
Product Liability Contingency [Line Items]
Borrowings									$ 200,000
Interest rate									15.00%
Warrants to purchase shares	75,000							75,000	62,500
Warrant, exercise price								$ 10.20	$ 11.00
Warrants to purchase shares							$ 435,075
Extended maturity date	maturity date to February 15, 2023
Loan fee	$ 75,000
Underwriters Agreement [Member]
Product Liability Contingency [Line Items]
Underwriting commitments description							The underwriters are entitled to a cash underwriting discount of one percent (1%) of the gross proceeds of the Initial Public Offering
Issuance initial public offering							$ 1,050,000
Under writing commision percentage							3.00%
Assets held in trust							$ 3,150,000
Underwriters Agreement [Member] \| Common Class A [Member]
Product Liability Contingency [Line Items]
Issuance of shares							100,000
Underwriters Agreement [Member] \| Over-Allotment Option [Member]
Product Liability Contingency [Line Items]
Issuance of shares							1,500,000
Underwriters Agreement [Member] \| IPO [Member]
Product Liability Contingency [Line Items]
Issuance of shares							500,000
Merger agreement [Member] \| Nelson Mullins Riley Scarborough LLP [Member]
Product Liability Contingency [Line Items]
Payment of cash							$ 104,886
Accounts payable							34,403
Accrued expense							$ 417,865

Stockholders’ Deficit (Details Narrative) - USD ($)												1 Months Ended						6 Months Ended	12 Months Ended
Stockholders’ Deficit (Details Narrative) - USD ($)	Dec. 30, 2022	Nov. 18, 2022	Apr. 20, 2022	Feb. 02, 2022	Feb. 01, 2022	Jan. 19, 2022	Sep. 17, 2021	Jul. 13, 2021	Feb. 22, 2021	Feb. 02, 2021	Jan. 02, 2019	Sep. 30, 2022	Sep. 30, 2022	May 31, 2022	Feb. 28, 2022	Mar. 31, 2021	Feb. 28, 2021	Dec. 31, 2021	Nov. 18, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsidiary or Equity Method Investee [Line Items]
Number of common shares issued, value																		$ 105,000,000
Preferred stock, shares authorized																		1,250,000		1,250,000	1,250,000
Preferred stock, par value																		$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, shares issued																		0		0	0
Preferred stock, shares outstanding																		0		0	0
IPO [Member]
Subsidiary or Equity Method Investee [Line Items]
Sale of Units through initial public offering, shares							10,500,000
Share price per share							$ 10.00
Percentage of issued and outstanding shares																				20.00%
Warrant [Member]
Subsidiary or Equity Method Investee [Line Items]
Warrants and rights outstanding, term																				5 years
Common Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock, voting rights																				Holders of Class A common stock are entitled to one vote for each share
Common stock, shares authorized																		125,000,000		125,000,000	125,000,000
Common stock, par value																		$ 0.0001		$ 0.0001	$ 0.0001
Warrant issue price, per share																				$ 0.01
Common stock, shares issued																		100,000		100,000	100,000
Common stock, shares outstanding																		100,000		100,000	100,000
Temporary equity, shares outstanding																		10,500,000		10,500,000	10,500,000
Temporary equity, price per share																		$ 10.20		$ 10.52	$ 10.20
Common Class A [Member] \| Over-Allotment Option [Member]
Subsidiary or Equity Method Investee [Line Items]
Sale of Units through initial public offering, shares																				100,000
Common Class A [Member] \| IPO [Member]
Subsidiary or Equity Method Investee [Line Items]
Sale of Units through initial public offering, shares							10,500,000
Share price per share							$ 10.00
Common Class A [Member] \| Common Stock [Member]
Subsidiary or Equity Method Investee [Line Items]
Sale of Units through initial public offering, shares																		10,500,000
Number of common shares issued, value																		$ 1,050
Common stock, shares issued																		10,600,000		10,600,000	10,600,000
Common stock, shares outstanding																		10,600,000		10,600,000	10,600,000
Common Class A [Member] \| Warrant [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock, par value							$ 0.0001
Warrant issue price, per share																				$ 11.50
Warrants, description																				the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the 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 the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
Temporary equity, price per share																				$ 18.00
Common Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock, voting rights																				Holders of the Class B common stock are entitled to one vote for each common stock
Common stock, shares authorized																		12,500,000		12,500,000	12,500,000
Common stock, par value																		$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares issued																		2,625,000		2,625,000	2,625,000
Common stock, shares outstanding																		2,625,000		2,625,000	2,625,000
Sale of stock, description																				Notwithstanding the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the initial Business Combination
Common Class B [Member] \| Common Stock [Member]
Subsidiary or Equity Method Investee [Line Items]
Number of common shares issued, value
Ocean Biomedical Inc [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock, voting rights																				The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders
Common stock, shares authorized																		180,564,262		180,564,262	180,564,262
Common stock, par value																		$ 0.000001		$ 0.000001	$ 0.000001
Sale of Units through initial public offering, shares											17,454,542									17,496,370
Number of common shares issued, value																					$ 1,017,000
Reverse stock split, description				the Company implemented a 28-for-29 reverse stock split of the Company’s common stock	the Company implemented a 6-for-7 reverse stock split of the Company’s common stock	the Company implemented an 8-for-11 reverse stock split of the Company’s common stock		Company implemented a 1-for-4 stock split of the Company’s common stock
Recognized compensation costs																				$ 68,900,000
Unrecognized compensation costs																				0
Borrowings																				776,000
Warrant expense		$ 388,938																		1,074,013
Warrants issued value																				$ 824,013
Common stock, shares issued																		17,496,370		17,496,370	17,496,370
Common stock, shares outstanding																		17,496,370		17,496,370	17,496,370
Ocean Biomedical Inc [Member] \| Common Stock [Member]
Subsidiary or Equity Method Investee [Line Items]
Sale of Units through initial public offering, shares																					41,828
Number of common shares issued, value
Ocean Biomedical Inc [Member] \| Put Option [Member]
Subsidiary or Equity Method Investee [Line Items]
Warrant expense																				$ 250,000
Ocean Biomedical Inc [Member] \| Second Street Capital LLC [Member]
Subsidiary or Equity Method Investee [Line Items]
Warrants to purchase shares																				450,000
Ocean Biomedical Inc [Member] \| Loan Agreement [Member]
Subsidiary or Equity Method Investee [Line Items]
Borrowings															$ 600,000
Warrants to purchase shares															312,500
Warrant issue price, per share															$ 11.00
Warrants issued value															$ 250,000
Ocean Biomedical Inc [Member] \| Loan Agreement [Member] \| Put Option [Member]
Subsidiary or Equity Method Investee [Line Items]
Warrant expense		250,000
Ocean Biomedical Inc [Member] \| Loan Agreement [Member] \| Second Street Capital LLC [Member]
Subsidiary or Equity Method Investee [Line Items]
Borrowings															$ 600,000
Warrants to purchase shares														62,500	312,500
Warrant issue price, per share															$ 11.00
Warrants exercisble date														Feb. 22, 2026					Feb. 22, 2026
Payment for warrants															$ 250,000
Ocean Biomedical Inc [Member] \| Loan Agreement [Member] \| Second Street Capital LLC [Member] \| Put Option [Member]
Subsidiary or Equity Method Investee [Line Items]
Warrant expense		250,000
Ocean Biomedical Inc [Member] \| Second Loan Agreement [Member]
Subsidiary or Equity Method Investee [Line Items]
Borrowings														$ 200,000
Warrants to purchase shares	75,000											75,000	75,000	62,500
Warrant issue price, per share												$ 10.20	$ 10.20	$ 11.00
Extended maturity date	maturity date to February 15, 2023
Ocean Biomedical Inc [Member] \| Second Loan Agreement [Member] \| Second Street Capital LLC [Member]
Subsidiary or Equity Method Investee [Line Items]
Borrowings														$ 200,000
Warrant issue price, per share														$ 11.00
Warrant expense		$ 388,938
Ocean Biomedical Inc [Member] \| Second Street Loan and Second Street Loan 2 [Member]
Subsidiary or Equity Method Investee [Line Items]
Warrants to purchase shares												75,000	75,000
Warrants exercisble date												Sep. 30, 2026
Warrant expense												$ 435,075								$ 1,074,013
Extended maturity date													maturity date was extended from November 18, 2022 to December 30, 2022
Ocean Biomedical Inc [Member] \| Second Street Loan and Second Street Loan 2 [Member] \| Put Option [Member]
Subsidiary or Equity Method Investee [Line Items]
Warrant expense																				$ 250,000
Ocean Biomedical Inc [Member] \| Second Streets Loan [Member]
Subsidiary or Equity Method Investee [Line Items]
Warrant issue price, per share												$ 10.20	$ 10.20
Ocean Biomedical Inc [Member] \| 2021 Stock Option and Grant Plan [Member]
Subsidiary or Equity Method Investee [Line Items]
Share based compensation reserves unissued but authorized common stock shares rate																	10.00%
Ocean Biomedical Inc [Member] \| Investor [Member]
Subsidiary or Equity Method Investee [Line Items]
Sale of Units through initial public offering, shares																42,176				41,828
Number of common shares issued, value																$ 1,000,000.0				$ 1,000,000.0
Ocean Biomedical Inc [Member] \| Capital Unit, Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Sale of Units through initial public offering, shares			25,500						3,080,000
Share price per share			$ 7.03						$ 22.26
Ocean Biomedical Inc [Member] \| Poseidon Bio LLC [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock, voting rights																				As of December 31, 2022, the Company’s founder held 100% of the voting power and 68% of the equity interests in Poseidon
Ownership of stockholder percentage																						100.00%
Number of common shares transferred										342,244
Ocean Biomedical Inc [Member] \| Poseidon Bio LLC [Member] \| Investor [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock, voting rights																				Poseidon held 98% of the voting power
Ocean Biomedical Inc [Member] \| Poseidon Bio LLC [Member] \| Capital Unit, Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Ownership of stockholder percentage																	100.00%

License Agreements (Details Narrative) - Ocean Biomedical Inc [Member] - USD ($)										12 Months Ended
	Jun. 30, 2023	Apr. 01, 2023	Sep. 13, 2022	Jul. 02, 2022	Apr. 14, 2022	Aug. 31, 2021	Jan. 25, 2021	Jun. 25, 2020	Apr. 15, 2020	Dec. 31, 2022
Stanford University Agreement [Member]
Patent reimbursement expenses										$ 23,247
Patent reimbursement expenses paid										18,527
License agreement, description								There were no license or royalty fees under the Stanford Agreement, unless the Company exceeds a gross margin of 40% on the sale of licensed product in one or more Organization for Economic Cooperation and Development, or OECD, countries. At such time as the gross margin on the sale of licensed product in any OECD country exceeds 40% in a single calendar quarter, the parties will meet and determine appropriate additional financial consideration for Stanford, as well as the terms associated with such consideration.
Accounts payable related parties								$ 100,000
Option expire date					Oct. 14, 2022
Brown License Agreement [Member] \| Elkurt Inc [Member]
Patent reimbursement expenses										340,190
Patent reimbursement expenses paid										297,700
License agreement, description				Upon successful commercialization, the Company is required to pay Elkurt between 0.5% to 1.5% of net sales based on the terms under the Initial Brown License Agreements. In addition, the Company must pay Elkurt, under each of the Initial Brown License Agreements, 25% of all non-royalty sublicense income prior to the first commercial sale, and 10% of non-royalty sublicense income thereafter, in the event that the Company enters into sublicenses for the subject intellectual property. If net sales or non-royalty sublicense income are generated from know-how products, the amounts otherwise due (royalty or non-royalty sublicense income) shall be reduced by 50%
Accounts payable related parties										42,727
Maximum equity financing				Elkurt being able to terminate the Initial Brown License Agreements at any time and for any reason after November 1, 2023 if the Company has not raised at least $10 million in equity financing by then		the Initial Brown License Agreements were amended to extend the date after which Elkurt can terminate the license agreements if the Company has not raised at least $10 million in equity financing by April 1, 2022
License maintanence fees				$ 67,000						12,000
Interest rate				1.00%
Brown License Agreement [Member] \| Elkurt Inc [Member] \| Minimum [Member]
Milestone payment				$ 50,000
Brown License Agreement [Member] \| Elkurt Inc [Member] \| Maximum [Member]
Milestone payment				250,000
Brown License Agreement [Member] \| Elkurt Inc [Member] \| January 1, 2027 [Member]
License maintanence fees				3,000
Brown License Agreement [Member] \| Elkurt Inc [Member] \| January 1, 2028 [Member]
License maintanence fees				$ 4,000
Small Molecules License Agreement [Member] \| Elkurt Inc [Member]
License agreement, description			Upon successful commercialization, the Company is required to pay Elkurt 1.25% of net sales based on the terms under the Brown Anti- PfGARP Small Molecules License Agreement. In addition, the Company must pay Elkurt 25% of all non-royalty sublicense income prior to the first commercial sale, and 10% of non-royalty sublicense income thereafter, in the event that the Company enters into sublicenses for the subject intellectual property. If net sales or non-royalty sublicense income are generated from know-how products, the amounts otherwise due (royalty or non-royalty sublicense income) shall be reduced by 50%. We also are required to pay Elkurt $100,000 in the event that we or one of sublicensees sublicenses this technology to a major pharmaceutical company or if the license agreement or any sublicense agreement for this technology is acquired by a major pharmaceutical company. A major pharmaceutical company is one that is publicly traded, with market capitalization of at least $5 billion and has been engaged in drug discovery, development, production and marketing for no less than 5 years
Accounts payable related parties			$ 100,000
Maximum equity financing			Elkurt being able to terminate the Brown Anti-PfGARP Small Molecules License Agreement at any time and for any reason after November 1, 2023 if the Company has not raised at least $10 million in equity financing by then
License fees			$ 70,000
Small Molecules License Agreement [Member] \| Elkurt Inc [Member] \| Forecast [Member]
License fees	$ 35,000	$ 35,000
Small Molecules License Agreement [Member] \| Elkurt Inc [Member] \| Minimum [Member]
Milestone payment			50,000
Small Molecules License Agreement [Member] \| Elkurt Inc [Member] \| Maximum [Member]
Milestone payment			250,000
Small Molecules License Agreement [Member] \| Elkurt Inc [Member] \| September 13, 2027 [Member]
License maintanence fees			3,000
Small Molecules License Agreement [Member] \| Elkurt Inc [Member] \| Thereafter [Member]
License maintanence fees			$ 4,000
Rhode Island License Agreement [Member] \| Elkurt Inc [Member]
Patent reimbursement expenses										386,598
Patent reimbursement expenses paid										131,986
License agreement, description							The Company is also required to pay Elkurt 1.5% of net sales under the Rhode Island License Agreement. In addition, the Company must pay Elkurt 25% of all nonroyalty sublicense income prior to the first commercial sale, and 10% of non-royalty sublicense income thereafter, in the event that the Company enters into sublicenses for the subject intellectual property. If net sales or non-royalty sublicense income are generated from know-how products, the amounts otherwise due (royalty or non-royalty sublicense income) shall be reduced by 50%
Accounts payable related parties							$ 110,000			$ 254,612
Maximum equity financing							Elkurt being able to terminate the license agreement at any time and for any reason by November 1, 2023, if the Company has not raised at least $10 million in equity financing by then
Rhode Island License Agreement [Member] \| Elkurt Inc [Member] \| Minimum [Member]
Milestone payment							$ 50,000
Rhode Island License Agreement [Member] \| Elkurt Inc [Member] \| Maximum [Member]
Milestone payment							250,000
Rhode Island License Agreement [Member] \| Elkurt Inc [Member] \| Beginning on January 1, 2022 [Member]
License maintanence fees							3,000
Rhode Island License Agreement [Member] \| Elkurt Inc [Member] \| Thereafter, until January 1, 2028 [Member]
License maintanence fees							$ 4,000
Teton License Agreement [Member] \| Teton Therapeutics Inc [Member]
License agreement, description									Unless earlier terminated, the Teton License Agreement will terminate in its entirety upon the later of (a) the expiration of the last to expire valid claim of the Teton Patents covering any Teton Product, or (b) 20 years
Other expenses									$ 42,000
Outstanding capital stock									10.00%

Related Parties Transactions (Details Narrative) - USD ($)									1 Months Ended	6 Months Ended	12 Months Ended
	Dec. 14, 2022	Dec. 13, 2022	Sep. 15, 2022	Jul. 02, 2022	Sep. 17, 2021	Sep. 17, 2021	Jun. 30, 2021	Jan. 02, 2019	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 30, 2022	Jan. 25, 2021
Number of common stock issued, value										$ 105,000,000
Proceeds from issuance of debt										190,101
Related party transaction, description			On September 15, 2022, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and other parties (the “Lender”), pursuant to which the Lender loaned $1,050,000 to the Sponsor and the Sponsor loaned $1,050,000 to us (the “Sponsor Extension Loan”). Amounts loaned from the Lender to the Sponsor accrue interest at 8% per annum and amounts loaned from the Sponsor to us do not accrue interest. We are only required to repay the Sponsor Extension Loan upon completion of our initial Business Combination. The total amounts advanced by Lender to the Sponsor in connection with the $1,050,000 loan (the “Funded Amounts”) are required to be repaid, together with all accrued and unpaid interest thereon, within five days of the closing of our initial Business Combination, at the option of the Lender, in either (a) cash; or (b) shares of Class A common stock held by the Sponsor which are deemed to have a value of $10 per share for such repayment right. As additional consideration for the Lender making the Loan available to Sponsor, Sponsor agreed to transfer between 1 and 2.5 Shares of Class B common stock to Lender for each $10 multiple of the Funded Amounts, which included the registration rights previously provided by the Company to the Sponsor. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination
Working capital loans outstanding										0	0	$ 0
Proceeds from issuance of private placement										5,411,000
Working Capital Loans Warrant [Member]
Warrants price per share											$ 1.00
Promissory note [Member]
Proceeds from Related Party Debt							$ 300,000
Repayments of related party debt							$ 2,001,000
Proceeds from issuance of debt												190,101
Founder Shares [Member]
Percentage for issued and outstanding shares							20.00%
IPO [Member]
Sale of Units through initial public offering, shares						10,500,000
Percentage for issued and outstanding shares											20.00%
Shares forfeited and cancelled									250,000
Common stock exceeds stock price per share					$ 10.00	$ 10.00
Private Placement Warrants [Member]
Sale of Units through initial public offering, shares					5,411,000
Common stock exceeds stock price per share					$ 1.00	$ 1.00
Debt conversion, amount											$ 1,500,000
Proceeds from issuance of private placement					$ 5,411,000
Private Placement [Member]
Proceeds from issuance of private placement											$ 2,100,000
Redemption price per share											$ 10.30
Private Placement [Member] \| Sponssor Extension Loan [Member]
Redemption price per share											$ 10.20		$ 10.30
Maximum [Member]
Common stock exceeds stock price per share							$ 12.00		$ 12.00
Sponsor [Member]
Repayments of related party debt										35,000	$ 120,000
Payments for rent											$ 10,000
Founder Shares [Member]
Stock Repurchased and Retired During Period, Shares									125,000
Founder Shares [Member] \| Sponsor [Member] \| Maximum [Member]
Sale of Units through initial public offering, shares							11,500,000
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited							375,000
Founder Shares [Member] \| Sponsor [Member] \| Common Class B [Member]
Number of common stock issued, value							$ 25,000
Sale of Units through initial public offering, shares							2,875,000
Sponsor and Npic Limited [Member]
Related party transaction, description		On December 13, 2022, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and NPIC Limited (the “Lender”), pursuant to which the Lender loaned $1,050,000 to the Sponsor and the Sponsor loaned $1,050,000 to us (the “Sponsor Extension Loan”). Amounts loaned from the Lender to the Sponsor accrue interest at 8% per annum and amounts loaned from the Sponsor to us do not accrue interest. We are only required to repay the Sponsor Extension Loan upon completion of our initial Business Combination. The total amounts advanced by Lender to the Sponsor in connection with the $1,050,000 loan (the “Funded Amounts”) are required to be repaid, together with all accrued and unpaid interest thereon, within five days of the closing of our initial Business Combination, at the option of the Lender, in either (a) cash; or (b) shares of Class A common stock held by the Sponsor which are deemed to have a value of $10 per share for such repayment right. As additional consideration for the Lender making the Loan available to Sponsor, Sponsor agreed to transfer 10 Shares of Class B common stock to Lender for each $10 multiple of the Funded Amounts, which included the registration rights previously provided by the Company to the Sponsor. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination
Sponsor Michael L Peterson [Member]
Related party transaction, description	On December 14, 2022, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, Michael L. Peterson (the “Lender”), pursuant to which the Lender loaned $50,000 to the Sponsor and the Sponsor loaned $50,000 to us (the “Sponsor Extension Loan”). Amounts loaned from the Lender to the Sponsor accrue interest at 8% per annum and amounts loaned from the Sponsor to us do not accrue interest. We are only required to repay the Sponsor Extension Loan upon completion of our initial Business Combination. The total amounts advanced by Lender to the Sponsor in connection with the $50,000 loan (the “Funded Amounts”) are required to be repaid, together with all accrued and unpaid interest thereon, within five days of the closing of our initial Business Combination, at the option of the Lender, in either (a) cash; or (b) shares of Class A common stock held by the Sponsor which are deemed to have a value of $10 per share for such repayment right. As additional consideration for the Lender making the Loan available to Sponsor, Sponsor agreed to transfer 1 Shares of Class B common stock to Lender for each $10 multiple of the Funded Amounts, which included the registration rights previously provided by the Company to the Sponsor. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination
Ocean Biomedical Inc [Member]
Number of common stock issued, value												1,017,000
Sale of Units through initial public offering, shares								17,454,542			17,496,370
Ocean Biomedical Inc [Member] \| Founder and Executive Chairman [Member]
Accounts payable related parties										93,769	$ 92,919	93,769
Reduction of actual state taxes paid by company											850
RJS Consulting LLC [Member] \| Ocean Biomedical Inc [Member]
Accounts payable										$ 142,500	142,500	$ 142,500
Brown License Agreement [Member] \| Elkurt Inc [Member] \| Ocean Biomedical Inc [Member]
Patent reimbursement expenses											340,190
Patent reimbursement expenses paid											297,700
Due to related party											54,490
License maintanence fees				$ 67,000							12,000
Accounts payable related parties											42,727
Brown License Agreement [Member] \| Elkurt Inc [Member] \| Ocean Biomedical Inc [Member] \| General and Administrative Expense [Member]
Patent reimbursement expenses											42,490
Brown License Agreement [Member] \| Elkurt Inc [Member] \| Ocean Biomedical Inc [Member] \| Research and Development Expense [Member]
License maintanence fees											12,000
Rhode Island License Agreement [Member] \| Elkurt Inc [Member] \| Ocean Biomedical Inc [Member]
Patent reimbursement expenses											386,598
Patent reimbursement expenses paid											131,986
Accounts payable related parties											$ 254,612			$ 110,000

Subsequent Events (Details Narrative) - USD ($)																1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Nov. 14, 2023	Apr. 14, 2023	Mar. 29, 2023	Mar. 28, 2023	Mar. 22, 2023	Feb. 14, 2023	Feb. 13, 2023	Feb. 12, 2023	Feb. 10, 2023	Jan. 11, 2023	Jan. 10, 2023	Sep. 15, 2022	Aug. 31, 2022	Sep. 17, 2021	Jan. 02, 2019	May 31, 2022	Mar. 31, 2023	Dec. 31, 2021	Nov. 18, 2023	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2022	Jun. 30, 2021
Repayment for loans payable																		$ 190,101
Proceeds from issuance of debt																		190,101		$ 2,100,000
Sale of Units through initial public offering																		$ 105,000,000
IPO [Member]
Share price														$ 10.00
Sale of Units through initial public offering, shares														10,500,000
Ocean Biomedical Inc [Member]
Merger consideration													As consideration for the Merger, the holders of Ocean Biomedical’s securities collectively shall be entitled to receive from AHAC, in the aggregate, a number of shares of AHAC Class A common stock with an aggregate value equal to (the “Merger Consideration”) (a) $240,000,000 minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount, if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing net debt exceeds $500,000, minus (e) the amount, if any, by which the company transaction expenses exceed $6,000,000. In addition, holders of Ocean Biomedical’s securities shall also be entitled to receive from AHAC, in the aggregate, an additional 19,000,000 shares of AHAC Class A common stock in the event that the volume weighted average price (VWAP) of AHAC’s Class A common stock, collectively, exceeds (a) $15.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 5,000,000 shares of AHAC Class A common stock, (b) $17.50 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 7,000,000 shares of AHAC Class A common stock and (c) $20.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 7,000,000 shares of AHAC Class A common stock. In addition, for each Earnout Share Payment, AHAC will also issue to Sponsor an additional 1,000,000 shares of AHAC Class A common stock
Common Class A [Member]
Warrant, exercise price																				$ 0.01
Common stock, par value																		$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares, issued																		100,000		100,000	100,000
Common Class A [Member] \| IPO [Member]
Share price														$ 10.00
Proceeds from issuance or sale of equity														$ 105,000,000
Sale of Units through initial public offering, shares														10,500,000
Common Class A [Member] \| Ocean Biomedical Inc [Member]
Common stock, par value													$ 0.0001
Common Class B [Member]
Common stock, par value																		$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares, issued																		2,625,000		2,625,000	2,625,000
Ocean Biomedical Inc [Member]
Proceeds from issuance of debt																				$ 735,000
Borrowings																				$ 776,000
Sale of Units through initial public offering, shares															17,454,542					17,496,370
Sale of Units through initial public offering																					$ 1,017,000
Common stock, par value																		$ 0.000001		$ 0.000001	$ 0.000001
Common stock, shares, issued																		17,496,370		17,496,370	17,496,370
Ocean Biomedical Inc [Member] \| Second Street Capital LLC [Member]
Class of warrant or right, number of securities																				450,000
Subsequent Event [Member]
Shares, issued										13,225,000
Sale of stock, price per share										$ 10.56
Business Combination, Bargain Purchase, Gain Recognized, Amount										$ 58,847,564.50
Business combination recognized transactions expenses and losses recognized										$ 52,066,689.50
Subsequent Event [Member] \| IPO [Member]
Class of warrant or right, number of securities										5,250,000
Defer payments	$ 3,150,000
Subsequent Event [Member] \| Private Placement [Member]
Class of warrant or right, number of securities										5,411,000
Subsequent Event [Member] \| Common Class A [Member]
Class of warrant or right, number of securities										5,570,965
Common stock, par value										$ 0.0001
Common stock, shares, issued										10,600,000
Subsequent Event [Member] \| Common Class B [Member]
Common stock, shares, issued										2,625,000
Subsequent Event [Member] \| Ocean Biomedical Inc [Member]
Proceeds from issuance of debt											$ 150,000
Class of warrant or right, number of securities						511,712
Warrant, exercise price						$ 8.06
Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| Ocean Biomedical Inc [Member]
Merger consideration													(a) in the event that the volume-weighted average price (the “VWAP”) of New Ocean Biomedical exceeds $15.00 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the Closing Date until the 36-month anniversary of the Closing Date, the holders of Ocean Biomedical securities pre-Closing shall be entitled to receive an additional 5,000,000 shares of New Ocean Biomedical’s common stock, (b) in the event that the VWAP of New Ocean Biomedical exceeds $17.50 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the Closing Date until the 36-month anniversary of the Closing Date, the holders of Ocean Biomedical’s securities pre-Closing shall be entitled to receive an additional 7,000,000 shares of New Ocean Biomedical’s common stock and (c) in the event that the VWAP of New Ocean Biomedical exceeds $20.00 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the Closing Date until the 36-month anniversary of the Closing Date, the holders of Ocean Biomedical’s securities pre-Closing shall be entitled to receive an additional 7,000,000 shares of New Ocean Biomedical’s common stock.
Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| Common Class A [Member]
Number of common stock for acquisition						2,625,000
Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| Common Class B [Member]
Number of common stock for acquisition						2,625,000
Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| Second Street Capital LLC [Member]
Class of warrant or right, number of securities																	75,000
Share price																	$ 10.34
Warrants exercisble date				Mar. 27, 2028													Mar. 31, 2028
Extension fee																	$ 75,000
Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| McKra Investments III [Member]
Class of warrant or right, number of securities				200,000
Borrowings				$ 1,000,000
Warrant, exercise price				$ 10.34
Repayment of loan				$ 150,000
Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| New Ocean Biomedical Inc [Member]
Class of warrant or right, number of securities						102,342
Warrant, exercise price						$ 7.47
Number of shares issued		19,000,000
Sale of Units through initial public offering, shares						2,000,000
Average daily trading volume						67.00%
Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| New Ocean Biomedical Inc [Member] \| Sponsor [Member]
Number of shares issued		1,000,000
Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| Aesther Health Care Acquisition Corp [Member] \| Common Class A [Member] \| Sponsor [Member]
Number of common stock for acquisition						1,365,000
Minimum [Member] \| Subsequent Event [Member] \| IPO [Member]
Defer payments	9.00%
Maximum [Member]
Share price																							$ 12.00
Maximum [Member] \| Subsequent Event [Member] \| IPO [Member]
Defer payments	24.00%
Second Street Loan 2 [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member]
Loan fee											15,000
Minimum return assessment fee											35,000
Repayment for loans payable											200,000
Second Street Loan 2 [Member] \| Minimum [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member]
Loans payable											200,000
Second Street Loan 2 [Member] \| Maximum [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member]
Loans payable											$ 400,000
Loan Agreement [Member] \| Ocean Biomedical Inc [Member]
Class of warrant or right, number of securities																						312,500
Borrowings																						$ 600,000
Warrant, exercise price																						$ 11.00
Debt instrument, interest rate, stated percentage																						15.00%
Loan Agreement [Member] \| Ocean Biomedical Inc [Member] \| Second Street Capital LLC [Member]
Class of warrant or right, number of securities																62,500						312,500
Warrants exercisble date																Feb. 22, 2026			Feb. 22, 2026
Borrowings																						$ 600,000
Warrant, exercise price																						$ 11.00
Loan Agreement [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| Second Street Capital LLC [Member]
Loan fee			$ 150,000
Class of warrant or right, number of securities			200,000
Borrowings			$ 1,000,000
Warrant, exercise price			$ 10.34
Debt instrument, interest rate, stated percentage			15.00%
Warrants term			5 years
Vellar Backstop Agreement [Member] \| Ocean Biomedical Inc [Member] \| Aesther Health Care Acquisition Corp [Member]
Sale of stock, price per share													$ 2.50
Vellar Backstop Agreement [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member]
Proceeds from issuance or sale of equity									$ 12,408,000
Debt instrument, convertible, threshold trading days, description									If an event occurs causing the VWAP per shares to be at or above $20.00 per share for any 30 trading days during a 45 consecutive trading day-period and the aggregate trading volume in respect of such shares during the same 30-day period is at least the product of (a) three and (b) the difference of (x) the Number of Shares and (y) the Terminated Shares (each as defined in the Vellar Backstop Agreement), then New Ocean Biomedical can notify Vellar of such event and cause the Vellar Backstop Agreement to mature.
Sale of Units through initial public offering, shares								8,000,000
Sale of Units through initial public offering								$ 80,000,000
Vellar Backstop Agreement [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| Last 10 Trading Days [Member]
Share price									$ 10.34
Vellar Backstop Agreement [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| Common Class A [Member]
Number of shares issued									6,000,000
Number of share issued, value									$ 60,000,000
Redemption, description									subsequently revoked their prior elections to redeem their shares, following the expiration of the Company’s redemption offer. The Company has agreed to purchase those shares from Vellar on a forward basis. The purchase price payable by the Company included a prepayment in the amount of the redemption price per share. The Vellar Backstop Agreement matures on the earlier to occur of (a) three years after the closing of the Merger Agreement (February 14, 2026) or (b) the date specified by Vellar in a written notice delivered at Vellar’s discretion if the VWAP of the shares during 30 out of 45 consecutive trading days is less than $4 per share
Vellar Backstop Agreement [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| New Ocean Biomedical Inc [Member]
Share price									$ 2.50
Payments for repurchase of equity									$ 3,000,000
Vellar Backstop Agreement [Member] \| Minimum [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member]
Sale of Units through initial public offering, shares								6,000,000
Vellar Backstop Agreement [Member] \| Maximum [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member]
Sale of Units through initial public offering, shares								8,000,000
Meteora Agreement [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member]
Sale of Units through initial public offering, shares							2,666,667
Polar Agreement [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member]
Sale of Units through initial public offering, shares							2,000,000
Subscription Agreement [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member]
Share price						$ 10.56
Sale of Units through initial public offering, shares						1,350,000
Sale of Units through initial public offering						$ 14,260,404
Business Combination Agreement [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| Common Class A [Member]
Share price						$ 10.00
Number of common stock for acquisition						23,355,432
Number of common stock for acquisition, value						$ 233,554,320
Backstop Agreement [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member] \| Common Class A [Member] \| Ocean Biomedical Inc [Member]
Sale of Units through initial public offering, shares						75,000,000
New Ocean Biomedical Inc [Member] \| Subsequent Event [Member] \| Ocean Biomedical Inc [Member]
Defer payments						9.99%
Loan Modification Agreement [Member] \| Subsequent Event [Member]
Sale of Units through initial public offering, shares					1,050,000
Interest per annum					15.00%
Proceeds of capital raise					$ 15,000,000
Loan Modification Agreement [Member] \| Subsequent Event [Member] \| Lender [Member]
Sale of Units through initial public offering, shares					50,000
Additional shares Issued					50,000
Loan Modification Agreement [Member] \| Subsequent Event [Member] \| Lender One [Member]
Sale of Units through initial public offering, shares					250,000
Additional shares Issued					250,000
Loan Modification Agreement [Member] \| Subsequent Event [Member] \| Lender Two [Member]
Sale of Units through initial public offering, shares					250,000
Additional shares Issued					250,000
Loan Modification Agreement [Member] \| Subsequent Event [Member] \| Sponsor [Member]
Sale of Units through initial public offering, shares					250,000
Additional shares Issued					250,000
Loan Modification Agreement [Member] \| Subsequent Event [Member] \| Sponsor Loan [Member]
Loan from the lender					$ 1,050,000
Maturity date					May 22, 2023
Loan Modification Agreement [Member] \| Subsequent Event [Member] \| SPAC Loan [Member]
Loan from the lender					$ 1,050,000
Maturity date					May 19, 2023
Loan And Transfer Agreement [Member]
Business Combination, Consideration Transferred												$ 500,000

Schedule of Accounts Payable and Accrued Expenses (Details) - Ocean Biomedical Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounting and legal fees	$ 10,250	$ 5,931
Research and development	544	394
Other	646	237
Total accounts payable and accrued expenses	$ 11,440	$ 6,562

Net Loss Per Share (Details Narrative) - Ocean Biomedical Inc [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive Securities, Effect on Basic Earnings Per Share		$ 0.5
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive Securities, Effect on Basic Earnings Per Share	$ 0.8

Schedule of Components of Income Tax Provision (Benefit) (Details) - Ocean Biomedical Inc [Member]	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statutory federal income tax rate	21.00%	21.00%
Change in valuation allowance	(21.00%)	(21.00%)
Income tax provision (benefit)	0.00%	0.00%

Schedule of Net Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Net operating loss carryforwards	$ 478,000	$ 564,000
Total deferred income tax assets	180,000	118,000
Valuation allowance	(180,000)	(118,000)
Ocean Biomedical Inc [Member]
Organization and start-up costs	46,000	324,000
Net operating loss carryforwards	1,338,000	294,000
Stock-based compensation	14,475,000	11,876,000
Losses-put option and warrant issuance	226,000
Total deferred income tax assets	16,085,000	12,494,000
Valuation allowance	(16,085,000)	(12,494,000)
Deferred tax asset, net of allowance

Schedule of Other Income/(Expense) (Details) - Ocean Biomedical Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Interest Expense, net	$ (1,243)
Gain/(loss) on Foreign Currency	5	(1)
Total other income/(expense)	$ (1,238)	$ (1)

Other Income/(Expense) (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
Other Income/(Expense) (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Interest expense		$ 691
Interest income	$ 2,448	1,523,900
Second Street Capital LLC [Member] \| Ocean Biomedical Inc [Member]
Interest expense		170,255
Interest income		1,000
Second Street Capital LLC [Member] \| Ocean Biomedical Inc [Member] \| Warrant [Member]
Issuance of warrants		824,013
Second Street Capital LLC [Member] \| Ocean Biomedical Inc [Member] \| Put Option [Member]
Interest expense		$ 250,000

CMO Agreement (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
CMO Agreement (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Value issued for services	$ 25,000
Development and Manufacturing Services Agreement [Member] \| Lonza AG [Member] \| Ocean Biomedical Inc [Member]
Value issued for services		$ 543,691

Business Combination Agreement with Aesther Health Care Acquisition Corp. (“AHAC”) (Details Narrative) - Ocean Biomedical Inc [Member]	12 Months Ended
	Dec. 31, 2022 shares
Second Street Capital LLC [Member]
Business Acquisition [Line Items]
Warrants for shares	450,000
Aesther Health Care Acquisition Corp [Member]
Business Acquisition [Line Items]
Merger consideration, description	the holders of the Company’s securities collectively shall be entitled to receive from AHAC, in the aggregate, a number of shares of AHAC’s Class A common stock (with a per-share value of $10.00) with an aggregate value equal to (a) $240 Million U.S. Dollars ($240,000,000) minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount, if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing net debt exceeds $1,500,000, minus (e) the amount, if any, by which The Company’s transaction expenses exceed $6,000,000.
New Ocean Biomedical Inc [Member]
Business Acquisition [Line Items]
Merger consideration, description	(a) in the event that the volume weighted average price (“VWAP”) of New Ocean Biomedical exceeds $15.00 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the closing date of the Business Combination until the 36-month anniversary of the closing date, the holders of Ocean Biomedical securities pre-Closing shall be entitled to receive an additional 5,000,000 shares of New Ocean Biomedical common stock, (b) in the event that the VWAP of New Ocean Biomedical exceeds $17.50 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the closing date of the Business Combination until the 36-month anniversary of the closing date, the holders of Ocean Biomedical securities pre-Closing shall be entitled to receive an additional 7,000,000 shares of New Ocean Biomedical common stock and (c) in the event that the VWAP of New Ocean Biomedical exceeds $20.00 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the closing date of the Business Combination until the 36-month anniversary of the closing date, the holders of Ocean Biomedical securities pre-Closing shall be entitled to receive an additional 7,000,000 shares of New Ocean Biomedical common stock.
Number of share issued	19,000,000
New Ocean Biomedical Inc [Member] \| Sponsor [Member]
Business Acquisition [Line Items]
Number of share issued	1,000,000

Backstop and Common Stock Purchase Agreements (Details Narrative) - USD ($)	Aug. 31, 2022	Sep. 17, 2022	Apr. 20, 2022	Feb. 22, 2021
Weighted average share price		$ 10.30
Ocean Biomedical Inc [Member]
Weighted average share price			$ 11.00	$ 16.96
Vellar Backstop Agreement [Member] \| Aesther Health Care Acquisition Corp [Member] \| Ocean Biomedical Inc [Member]
Number of shares issued	4,000,000
Value of shares issued	$ 40,000,000
Business combination agreement, descrition	The Vellar Backstop Agreement matures on the earlier to occur of (a) 3 years after the closing of the Business Combination Agreement or (b) the date specified by Vellar in a written notice delivered at Vellar’s discretion if the VWAP of the shares during 20 out of 30 consecutive trading days is less than $3 per share.
Price per share	$ 2.50
Breakup fee	$ 1,000,000
Structuring fees	$ 5,000
Vellar Backstop Agreement [Member] \| Aesther Health Care Acquisition Corp [Member] \| Ocean Biomedical Inc [Member] \| Maximum [Member]
Weighted average share price	$ 5.00

Initial Public Offering (Details Narrative) - USD ($)	Sep. 17, 2021	Sep. 17, 2021	Dec. 31, 2022	Dec. 31, 2021
Payments of stock issuance costs	$ 4,615,992
Other offering costs	$ 415,992	$ 415,992
Common Class A [Member]
Common stock, par value			$ 0.0001	$ 0.0001
Warrant [Member] \| Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Public Warrant [Member] \| Common Class A [Member]
Common stock, par value	11.50	$ 11.50
IPO [Member]
Sale of Units through initial public offering, shares		10,500,000
Share price	$ 10.00	$ 10.00
Proceeds from sale of common stock		$ 105,000,000.0
Payments of stock issuance costs		4,613,955
Payments for underwriting expense		1,050,000
Deferred underwriting fees	$ 3,150,000	3,150,000
Other offering costs	$ 413,955	$ 413,955
IPO [Member] \| Common Class A [Member]
Sale of Units through initial public offering, shares		10,500,000
Share price	$ 10.00	$ 10.00

Private Placement (Details Narrative) - USD ($)		6 Months Ended	12 Months Ended
Private Placement (Details Narrative) - USD ($)	Sep. 17, 2021	Dec. 31, 2021	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of private placement		$ 5,411,000
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units through initial public offering, shares	5,411,000
Share price	$ 1.00
Proceeds from issuance of private placement	$ 5,411,000