Cover
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
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)
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
Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended | |
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 Shareh
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
Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | |
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 Opera
Organization and Business Operations | 12 Months Ended |
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 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 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 75,000,000 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 Public Shares 10.00 105,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,411,000 1.00 5,411,000 Transaction costs amounted to $ 4,615,992 1,050,000 3,150,000 415,992 328,305 Following the closing of the Initial Public Offering on September 17, 2021, an amount of $ 107,100,000 10.20 1,050,000 1,050,000 2,100,000 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 50 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 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 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 10.30 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 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 10.30 Going Concern and Liquidity As indicated in the accompanying financial statements, at December 31, 2022, we had $ 328,305 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 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 10.6 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 10.34 10.34 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
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 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 $ 110,443,335 107,102,449 Class A Common Stock Subject to Possible Redemption All of the 10,500,000 5,000,001 10,500,000 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 4,615,992 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 5,411,000 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 $ 478,000 564,000 180,000 118,000 180,000 118,000 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 19 1.8 Income Taxes and Tax Credits Income taxes are recorded in accordance with FASB ASC 740, Income Taxes 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. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Ocean Biomedical Inc [Member] | |
Accounts Payable and Accrued Expenses | 3. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: Schedule of Accounts Payable and Accrued Expenses For the year ended (in thousands) 2021 2022 Accounting and legal fees $ 5,931 $ 10,250 Research and development 394 544 Other 237 646 Total accounts payable and accrued expenses $ 6,562 $ 11,440 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
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 1,500,000 500,000 The underwriters are entitled to a cash underwriting discount of one percent (1%) of the gross proceeds of the Initial Public Offering 1,050,000 100,000 3.0 3,150,000 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 34,403 417,865 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 The Company has engaged two Investor Relations firms. One for a monthly expense of $ 10,000 40,000 The second is a $ 8,000 12,000 |
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 15 312,500 11.00 250,000 250,000 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 15 62,500 11.00 388,938 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 75,000 10.20 435,075 1,074,013 250,000 824,013 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 75,000 75,000 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 12,000 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 11.3 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 50 11.3 1.4 0.1 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
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 0.0001 no Class A Common Stock The Company is authorized to issue 125,000,000 0.0001 Holders of Class A common stock are entitled to one vote for each share 10,600,000 100,000 An aggregate of 10,500,000 Class B Common Stock The Company is authorized to issue 12,500,000 0.0001 Holders of the Class B common stock are entitled to one vote for each common stock 2,625,000 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 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 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 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 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 ● 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 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. 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 180.6 0.000001 17,454,542 In December 2020, the sole stockholder of the Company contributed 100 342,244 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 Stock Compensation As of December 31, 2022, the Company’s founder held 100% of the voting power and 68% of the equity interests in Poseidon In March 2021, the Company authorized the issuance of 42,176 1.0 41,828 1.0 17,496,370 Poseidon held 98% of the voting power On July 13, 2021, the Company implemented a 1-for-4 stock split of the Company’s common stock On January 19, 2022, the Company implemented an 8-for-11 reverse stock split of the Company’s common stock On February 1, 2022, the Company implemented a 6-for-7 reverse stock split of the Company’s common stock On February 2, 2022, the Company implemented a 28-for-29 reverse stock split of the Company’s common stock 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 22.26 On April 20, 2022, an additional 25,500 7.03 The following assumptions were used to estimate the fair value of the profits interests that were granted on February 22, 2021: Schedule of Fair Value of Profits Interests 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 no 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: Schedule of Allocation of Stock-based Compensation (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 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 $ 600,000 312,500 11.00 February 22, 2026 250,000 250,000 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 62,500 11.00 February 22, 2026 388,938 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 75,000 10.20 September 30, 2026 435,075 1,074,013 250,000 824,013 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Ocean Biomedical Inc [Member] | |
Net Loss Per Share | 6. Net Loss Per Share For the year ended December 31, 2021, there were approximately $ 0.5 0.8 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Ocean Biomedical Inc [Member] | |
Income Taxes | 7. Income Taxes Provision for income taxes There is no provision for income taxes because the Company has incurred operating losses and capitalized certain items for income tax purposes since its inception and maintains a full valuation allowance against its net deferred tax assets. The reported amount of income tax expense for the period differs from the amount that would result from applying the federal statutory tax rate to net loss before taxes primarily because of the change in valuation allowance. Schedule of Components of Income Tax Provision (Benefit) December 31, 2021 December 31, 2022 For the Year Ended December 31, 2021 December 31, 2022 Statutory federal income tax rate 21.0 % 21.0 % Change in valuation allowance (21.0 )% (21.0 )% Income tax provision (benefit) 0.0 % 0.0 % Deferred tax assets and valuation allowance Deferred tax assets reflect the tax effects of net operating losses, tax credit carryovers, and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2021 and 2022, the Company’s deferred tax assets are the tax effects of amortization of organization and start-up costs, U.S. federal and state NOL carryforwards, and stock-based compensation. The significant components of the net deferred tax assets are as follows (in thousands): Schedule of Net Deferred Tax Assets December 31, December 31, 2021 2022 Deferred tax assets: Organization and start-up costs $ 324 $ 46 Net operating loss carryforwards 294 1,338 Stock-based compensation 11,876 14,475 Losses-put option and warrant issuance 226 Total deferred income tax assets 12,494 16,085 Valuation allowance (12,494 ) (16,085 ) Deferred tax asset, net of allowance $ — $ — The Company may be entitled to claim federal and state income tax credits for its 2020, 2021, and 2022 R&D activities, but these amounts have not yet been determined. Any R&D Credits generated by the Company in 2020, 2021, and 2022 would result in an additional deferred tax asset that would be subject to a full valuation allowance. Future changes in ownership may limit the utilization of R&D Credits due to Section 383 of the Internal Revenue Code of 1986, as amended, and similar provisions. |
Other Income_(Expense)
Other Income/(Expense) | 12 Months Ended |
Dec. 31, 2022 | |
Ocean Biomedical Inc [Member] | |
Other Income/(Expense) | 8. Other Income/(Expense) Other income/(expense) consisted of the following (in thousands): Schedule of Other Income/(Expense) 2021 2022 For the Year Ended For the Year Ended December 31, 2021 December 31, 2022 Interest Expense, net $ — $ (1,243 ) Gain/(loss) on Foreign Currency (1 ) 5 Total other income/(expense) $ (1 ) $ (1,238 ) Interest expense includes interest expense of $ 170,255 250,000 824,013 1,000 |
License Agreements
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 18,527 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 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 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 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 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 1 3,000 4,000 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% 12,000 The Company will also pay Elkurt developmental and commercialization milestone payments for each of the Initial Brown License Agreements ranging from $ 50,000 250,000 340,190 297,700 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 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 35,000 3,000 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 The Company will also pay Elkurt developmental and commercialization milestone payments pursuant to the Brown Anti-PfGARP Small Molecules License Agreement ranging from $ 50,000 250,000 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 3,000 4,000 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% 50,000 250,000 386,598 131,986 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 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 10 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 |
CMO Agreement
CMO Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Ocean Biomedical Inc [Member] | |
CMO Agreement | 10. CMO Agreement On December 31, 2020, the Company executed a Development and Manufacturing Services Agreement with Lonza AG and affiliate Lonza Sales AG (“Lonza”). The Company engaged Lonza pursuant to the development and manufacture of certain products and services along with the assistance in developing the product OCX-253. The agreement outlines the pricing for services and raw materials as incurred and payment terms. As of December 31, 2022, $ 543,691 The Development and Manufacturing Services Agreement will terminate on December 31, 2025. Either party may terminate the agreement within 60 days after it becomes apparent to either party that it will not be possible to complete the services for a scientific or technical reason after a good faith effort is made to resolve such problems. The agreement may be terminated by either party, immediately for any uncured material breach, insolvency, or liquidation. In the event of termination, the Company will pay Lonza all costs incurred through the termination date. |
Related Parties Transactions
Related Parties Transactions | 12 Months Ended |
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 2,875,000 11,500,000 20 375,000 125,000 250,000 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 Promissory Note — Related Party On June 30, 2021, the Sponsor agreed to loan the Company up to $ 300,000 2,001,000 190,101 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 1.00 no Administrative Support Agreement The Company has agreed to pay Aesther Healthcare Sponsor, LLC, our Sponsor a total of $ 10,000 35,000 120,000 Amount Due to for Redemption Deposit in Trust Account The Company committed $ 2,100,000 10.20 10.30 |
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 $ 340,190 297,700 54,490 42,490 12,000 42,727 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 $ 386,598 131,986 254,612 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 92,919 850 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 |
Business Combination Agreement
Business Combination Agreement with Aesther Health Care Acquisition Corp. (“AHAC”) | 12 Months Ended |
Dec. 31, 2022 | |
Ocean Biomedical Inc [Member] | |
Business Combination Agreement with Aesther Health Care Acquisition Corp. (“AHAC”) | 12. Business Combination Agreement with Aesther Health Care Acquisition Corp. (“AHAC”) On August 31, 2022, the Company and Aesther Healthcare Acquisition Corporation (“AHAC”) entered into an Agreement and Plan of Merger (the “Business Combination Agreement”), by and among AHAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of AHAC (“Merger Sub”), Ocean Biomedical, Inc., a Delaware corporation (“Ocean Biomedical”), Aesther Healthcare Sponsor, LLC, (“Sponsor”) in its capacity as Purchaser Representative, and Dr. Chirinjeev Kathuria, in his capacity as Seller Representative, that was amended on December 5, 2022, pursuant to which at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), Merger Sub will merge with and into Ocean Biomedical (the “Merger”), with Ocean Biomedical continuing as the surviving corporation and wholly-owned subsidiary of AHAC. AHAC will change its name to Ocean Biomedical, Inc. at the Closing (collectively, the “Business Combination”). The Business Combination will be accounted for as a reverse recapitalization. See Note 14-Subsequent Events for terms and conditions of the Business Combination. Merger Consideration As consideration for the Merger, 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. 19,000,000 (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. 1,000,000 Warrants The Company’s lender, Second Street Capital, LLC, has warrants for 450,000 |
Backstop and Common Stock Purch
Backstop and Common Stock Purchase Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Ocean Biomedical Inc [Member] | |
Backstop and Common Stock Purchase Agreements | 13. Backstop and Common Stock Purchase Agreements Vellar Backstop Agreement On August 31, 2022, in connection with the execution of the Business Combination Agreement, AHAC and Ocean Biomedical entered into the Vellar Backstop Agreement. The Vellar Backstop Agreement is intended to provide AHAC with additional issued and outstanding shares and cash (in the short-term) following the closing of the Business Combination because it evidences Vellar’s intent to purchase shares from AHAC stockholders that elected to redeem their shares, and thus eliminates the need for AHAC to redeem and pay redeeming AHAC stockholders for their shares. This is intended to help AHAC obtain sufficient cash at the Closing of the Business Combination Agreement to meet the minimum cash condition therein, reduce redemption related risks and generally facilitate the consummation of the Business Combination. Pursuant to the Vellar Backstop Agreement, Vellar has agreed to support the Transactions by purchasing up to 4,000,000 40,000,000 5.00 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. 2.50 5.00 1 5,000 The Company expects to receive the first reports from the backstop providers in April 2023, reporting the amount of shares they sold for the period ended March 31, 2023 and, if they sold any shares, corresponding payments of the proceeds to those repurchased. |
Subsequent Events
Subsequent Events | 12 Months Ended |
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 0.0001 10,600,000 2,625,000 5,250,000 5,411,000 5,570,965 10.56 58,847,564.50 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 May 22, 2023 1,050,000 15% 1,050,000 May 19, 2023 15,000,000 50,000 50,000 250,000 250,000 250,000 250,000 250,000 250,000 At the Closing of the Business Combination, the underwriters for Aesther’s IPO agreed to defer payment of $ 3.15 9 24 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 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 $ 200,000 400,000 15,000 35,000 200,000 150,000 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 10.34 March 31, 2028 75,000 Dated as of March 28, 2023, the Company entered into a Loan Agreement with McKra Investments III pursuant to which the Company borrowed $ 1,000,000 200,000 10.34 March 27, 2028 150,000 (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 15 200,000 five years 10.34 150,000 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 60,000,000 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 12,408,000 3,000,000 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 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 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 8,000,000 8,000,000 80,000,000 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 2,000,000 On February 14, 2023, AHAC, Legacy Ocean and Polar entered into a subscription agreement in which Polar agreed to purchase 1,350,000 10.56 14,260,404 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 10.00 233,554,320 ● the Sponsor’s 2,625,000 2,625,000 ● AHAC issued to the Sponsor 1,365,000 ● 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 8.06 102,342 7.47 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 (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. 1,000,000 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 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 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 |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3— Initial Public Offering On September 17, 2021, the Company sold 10,500,000 10.00 105.0 4,613,955 1,050,000 3,150,000 413,955 0.0001 11.50 |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 5,411,000 1.00 5,411,000 Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except that the Private Placement Warrants, so long as they are held by our Sponsor, or its permitted transferees, (i) may not (including the common stock shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination, and (ii) will be entitled to registration rights. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
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 |
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 $ 478,000 564,000 180,000 118,000 180,000 118,000 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 5,411,000 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 $ 110,443,335 107,102,449 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 10,500,000 5,000,001 10,500,000 |
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 4,615,992 |
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 19 1.8 |
Income Taxes | Income Taxes and Tax Credits Income taxes are recorded in accordance with FASB ASC 740, Income Taxes |
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. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Ocean Biomedical Inc [Member] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following: Schedule of Accounts Payable and Accrued Expenses For the year ended (in thousands) 2021 2022 Accounting and legal fees $ 5,931 $ 10,250 Research and development 394 544 Other 237 646 Total accounts payable and accrued expenses $ 6,562 $ 11,440 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) - Ocean Biomedical Inc [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | |
Schedule of Fair Value of Profits Interests | The following assumptions were used to estimate the fair value of the profits interests that were granted on February 22, 2021: Schedule of Fair Value of Profits Interests 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 % |
Schedule of Allocation of Stock-based Compensation | Schedule of Allocation of Stock-based Compensation (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 |
Income Taxes (Tables)
Income Taxes (Tables) - Ocean Biomedical Inc [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Components of Income Tax Provision (Benefit) | Schedule of Components of Income Tax Provision (Benefit) December 31, 2021 December 31, 2022 For the Year Ended December 31, 2021 December 31, 2022 Statutory federal income tax rate 21.0 % 21.0 % Change in valuation allowance (21.0 )% (21.0 )% Income tax provision (benefit) 0.0 % 0.0 % |
Schedule of Net Deferred Tax Assets | The significant components of the net deferred tax assets are as follows (in thousands): Schedule of Net Deferred Tax Assets December 31, December 31, 2021 2022 Deferred tax assets: Organization and start-up costs $ 324 $ 46 Net operating loss carryforwards 294 1,338 Stock-based compensation 11,876 14,475 Losses-put option and warrant issuance 226 Total deferred income tax assets 12,494 16,085 Valuation allowance (12,494 ) (16,085 ) Deferred tax asset, net of allowance $ — $ — |
Other Income_(Expense) (Tables)
Other Income/(Expense) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Ocean Biomedical Inc [Member] | |
Schedule of Other Income/(Expense) | Other income/(expense) consisted of the following (in thousands): Schedule of Other Income/(Expense) 2021 2022 For the Year Ended For the Year Ended December 31, 2021 December 31, 2022 Interest Expense, net $ — $ (1,243 ) Gain/(loss) on Foreign Currency (1 ) 5 Total other income/(expense) $ (1 ) $ (1,238 ) |
Organization and Business Ope_2
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% | |||||||||||||||
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 | $ 10 | ||||||||||||||
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 | $ 1 | ||||||||||||||
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 | |||||||||||||||
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 | $ 10 | ||||||||||||||
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% | 50% | ||||||||||||||
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% | 80% | ||||||||||||||
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 | $ 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 Accoun_3
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 |
Schedule of Accounts Payable an
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 |
Commitments and Contingencies (
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% | |||||||||
Warrants to purchase shares | 312,500 | |||||||||
Warrant, exercise price | $ 11 | |||||||||
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% | |||||||||
Warrants to purchase shares | 75,000 | 75,000 | 62,500 | |||||||
Warrant, exercise price | $ 10.20 | $ 11 | ||||||||
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% | |||||||||
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 |
Schedule of Fair Value of Profi
Schedule of Fair Value of Profits Interests (Details) - $ / shares | Apr. 20, 2022 | Feb. 22, 2021 | Sep. 17, 2022 |
Subsidiary or Equity Method Investee [Line Items] | |||
Fair value of common stock of the Company | $ 10.30 | ||
Ocean Biomedical Inc [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Risk-free interest rate | 2.10% | 0.11% | |
Fair value of common stock of the Company | $ 11 | $ 16.96 | |
Expected dividend yield | |||
Expected terms in years | 8 years | 2 years | |
Expected volatility | 75% | 75% |
Schedule of Allocation of Stock
Schedule of Allocation of Stock-based Compensation (Details) - Ocean Biomedical Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Total stock-based compensation expense | $ 12,378 | $ 56,550 |
Research and Development Expense [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Total stock-based compensation expense | 8,231 | 33,580 |
General and Administrative Expense [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Total stock-based compensation expense | $ 4,147 | $ 22,970 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
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 | |||||||||||||||||||||
Percentage of issued and outstanding shares | 20% | |||||||||||||||||||||
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 | |||||||||||||||||||||
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 | |||||||||||||||||||||
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 | |||||||||||||||||||||
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 | |||||||||||||||||||||
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 | |||||||||||||||||||
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 | |||||||||||||||||||||
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% | |||||||||||||||||||||
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 | $ 1,000,000 | ||||||||||||||||||||
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% | |||||||||||||||||||||
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% |
Net Loss Per Share (Details Nar
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 Incom
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% | 21% |
Change in valuation allowance | (21.00%) | (21.00%) |
Income tax provision (benefit) | 0% | 0% |
Schedule of Net Deferred Tax As
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_(Expen
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
Other Income/(Expense) (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
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 |
License Agreements (Details Nar
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% | |||||||||
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% |
CMO Agreement (Details Narrativ
CMO Agreement (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
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 |
Related Parties Transactions (D
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 | |||||||||||||
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% | |||||||||||||
IPO [Member] | ||||||||||||||
Sale of Units through initial public offering, shares | 10,500,000 | |||||||||||||
Percentage for issued and outstanding shares | 20% | |||||||||||||
Shares forfeited and cancelled | 250,000 | |||||||||||||
Common stock exceeds stock price per share | $ 10 | $ 10 | ||||||||||||
Private Placement Warrants [Member] | ||||||||||||||
Sale of Units through initial public offering, shares | 5,411,000 | |||||||||||||
Common stock exceeds stock price per share | $ 1 | $ 1 | ||||||||||||
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 | $ 12 | ||||||||||||
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 |
Business Combination Agreemen_2
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 $20.00 per share for twenty (20) out of any thirty (30) consecutive trading days beginning on the closing date of the Business Combination until the 36-month anniversary of the closing date, the holders of Ocean Biomedical securities pre-Closing shall be entitled to receive an additional 7,000,000 shares of New Ocean Biomedical common stock. |
Number of share issued | 19,000,000 |
New Ocean Biomedical Inc [Member] | Sponsor [Member] | |
Business Acquisition [Line Items] | |
Number of share issued | 1,000,000 |
Backstop and Common Stock Pur_2
Backstop and Common Stock Purchase Agreements (Details Narrative) - USD ($) | 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 | $ 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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
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 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
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% | ||||||||||||||||||||||
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% | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Share price | $ 12 | ||||||||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | IPO [Member] | |||||||||||||||||||||||
Defer payments | 24% | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 15% | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
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% | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
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% | ||||||||||||||||||||||
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 |
Initial Public Offering (Detail
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 | $ 10 | ||
Proceeds from sale of common stock | $ 105,000,000 | |||
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 | $ 10 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
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 | ||
Proceeds from issuance of private placement | $ 5,411,000 |