Ocean Biomedical (OCEAW) S-1/A 1 Jun 23 IPO registration (amended) Financial data

Cover

Cover	3 Months Ended
	Mar. 31, 2023
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 1
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

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 306	$ 34	$ 60
Deferred offering costs		1,808	19
Total current assets	306	1,842	79
Other Assets
Backstop Forward ‌Purchase Agreement asset	24,672
Total assets	24,978	1,842	79
Current liabilities
Accounts payable and accrued expenses	15,438	11,440	6,562
Accrued expenses-related party	927	445	179
Short term loan-related party	500
Short term loans, net of issuance costs	6,569	776
Total current liabilities	23,434	12,661	6,741
Commitments and contingencies (Note 4)
Stockholders’ deficit
Preferred stock, $0.0001 par value; 10,000,000 and no shares authorized as of December 31, 2021 and 2022, and no shares issued and outstanding as of December 31, 2021 and 2022
Common stock, $0.000001 par value; 180,564,262 shares authorized, 23,355,432 shares issued and outstanding as of December 31, 2021 and 2022
Additional paid-in capital	150,534	70,770	57,567
Accumulated deficit	(148,990)	(81,589)	(64,229)
Total stockholders’ deficit	1,544	(10,819)	(6,662)
Total liabilities and stockholders’ deficit	$ 24,978	$ 1,842	$ 79

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	0	10,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Common stock , par value	$ 0.0001	$ 0.0001	$ 0.000001
Common stock, shares authorized	300,000,000	180,564,262	180,564,262
Common stock, shares issued	33,774,467	23,355,432	23,355,432
Common stock, shares outstanding	33,774,467	23,355,432	23,355,432

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue
Operating expenses
Research and development	393	3,198	8,409	33,933
General and administrative	4,830	1,912	7,712	28,412
Total operating expenses	5,223	5,110	16,121	62,345
Operating loss	(5,223)	(5,110)	(16,121)	(62,345)
Other income/(loss)
Interest expense, including warrant issuances and amortization of debt issuance costs	(1,543)	(266)
Loss on stock issuance share consideration	(12,676)
Loss on extinguishment of debt	(13,595)
Transaction costs	(7,429)
Loss on Backstop Forward Purchase Agreement asset	(26,934)
Other	(1)	1
Other income/(loss)	(62,178)	(265)	(1,238)	1
Net loss	$ (67,401)	$ (5,375)	$ (17,359)	$ (62,344)
Weighted-average number of shares outstanding used in computing net loss per share – basic and diluted	24,822,033	23,355,432	23,355,432	23,334,235
Net loss per share – basic and diluted	$ (2.72)	$ (0.23)	$ (0.74)	$ (2.67)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity/(Deficit) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2020			$ (1,885,000)	$ (1,885,000)
Balance, shares at Dec. 31, 2020	23,313,604
Previously reported balance, shares	17,454,542
Issuance of common stock		1,017,000		1,017,000
Issuance of common stock, shares	41,828
Stock-based compensation		56,550,000		56,550,000
Net loss			(62,344,000)	(62,344,000)
Retroactive application of reverse recapitalization, shares	5,859,062
Balance at Dec. 31, 2021		57,567,000	(64,229,000)	(6,662,000)
Balance, shares at Dec. 31, 2021	23,355,432
Previously reported balance, shares	17,496,370
Retroactive application of recapitalization, shares	5,859,062
Adjusted balance beginning of period
Stock-based compensation		4,543		4,543
Net loss			(5,375,000)	(5,375,000)
Balance at Mar. 31, 2022		62,110,000	(69,604,000)	(7,494,000)
Balance, shares at Mar. 31, 2022	23,355,432
Balance at Dec. 31, 2021		57,567,000	(64,229,000)	$ (6,662,000)
Balance, shares at Dec. 31, 2021	23,355,432
Issuance of common stock, shares				17,496,370
Stock-based compensation		12,378,000		$ 12,378,000
Issuance of warrants		824,000		824,000
Net loss			(17,359,000)	(17,359,000)
Balance at Dec. 31, 2022		70,770,000	(81,589,000)	(10,819,000)
Balance, shares at Dec. 31, 2022	23,355,432
Previously reported balance, shares	17,496,370
Retroactive application of recapitalization, shares	5,859,062
Adjusted balance beginning of period
Effect of Business Combination including Backstop Forward Purchase Agreement, net of redeemed public shares		52,070		52,070
Effect of Business Combination, net of redeemed public shares	7,654,035
Issuance of common stock, shares
Issuance of common stock pursuant to the Backstop Forward Purchase Agreement and Subscription Agreement		14,260		14,260
Issuance of commonstock pursuant to the forward purchase agreement and subscription agreement	1,350,000
Issuance of common stock for extension loan shares to related party		13,595,000		13,595,000
Issuance of common stock for extension loan shares to related party, shares	1,365,000
Issuance of common stock for the Loan Modification Agreement		358		358
Issuance of common stock for the Loan Modification Agreement, shares	50,000
Stock-based compensation		646,000		646,000
Offering costs		(2,049,000)		(2,049,000)
Issuance of warrants		884,000		884,000
Net loss			(67,401,000)	(67,401,000)
Balance at Mar. 31, 2023		$ 150,534,000	$ (148,990,000)	$ 1,544,000
Balance, shares at Mar. 31, 2023	33,774,467

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Operating activities
Net loss	$ (67,401)	$ (5,375)	$ (17,359)	$ (62,344)
Adjustments to reconcile net loss to net cash used in operating activities
Non-cash interest	301	24	929
Stock-based compensation	646	4,543	12,378	56,550
Non-cash put option		250	250
Loss on issuance of warrant	884
Non-cash stock issuances	358
Loss in connection with Backstop Forward Purchase Agreement asset	12,676
Loss on extinguishment of debt	13,595
Change in fair value of Backstop Forward Purchase Agreement asset	26,934
Non-cash transaction costs in excess of Business combination proceeds	7,429
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	1,445	(996)
Accrued expenses-related party	482
Changes in operating assets and liabilities		1,187	2,809	4,741
Net cash used in operating activities	(2,651)	(367)	(993)	(1,053)
Investing activities
Investment of cash in trust account
Net cash used in investing activities
Financing activities
Payment to Backstop Parties for Backstop Forward Purchase Agreement	(51,606)
Expenses paid by related party shareholder			232	96
Payment to Backstop Parties for Share Consideration	(12,676)
Proceeds from issuance of common stock, net of issuance costs	14,260			1,017
Proceeds from reverse capitalization	52,070
Payment made for short term loan	(550)
Short term loans, net of issuance costs	1,425	599	735
Net cash provided by financing activities	2,923	599	967	1,113
Net increase in cash	272	232	(26)	60
Cash – beginning of year	34	60	60
Cash – end of period	306	292	34	60
Non-cash financing activities
Offering costs not yet paid	2,048
Common stock issued in consideration for extension of loans	$ 13,953
Deferred offering costs not yet paid			1,808	19
Warrants issued related to short term loans			1,074
Short term loans issuance costs not yet paid			$ 25

Organization, Description of Bu

Organization, Description of Business, and Going Concern	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Organization, Description of Business, and Going Concern		1. Organization, Description of Business, and Going Concern Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) (the “Company”), a Delaware corporation, was 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. As described below, the Company closed a business combination with Ocean Biomedical Holdings, Inc. (f/k/a Ocean Biomedical, Inc.) (“Legacy Ocean”) (the “Business Combination”). Following the Business Combination, the Company is a biopharmaceutical company that is focused on discovering and developing therapeutic products in oncology, fibrosis, and infectious diseases. Business Combination Agreement On February 14, 2023 (the “Closing Date”), the Company 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 (“Merger Sub”), Aesther Healthcare Sponsor, LLC, in its capacity as purchaser representative (the “Sponsor”), Legacy Ocean, and Dr. Chirinjeev Kathuria, in his capacity as seller representative (the “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.” The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, AHAC, who is the legal acquirer, is treated as the “acquired” company for financial reporting purposes and Legacy Ocean is treated as the accounting acquirer. The Business Combination is accounted for as the equivalent of a capital transaction in which the Company has issued stock for the net assets of AHAC. The net assets of AHAC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are Legacy Ocean. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated based on the exchange ratio established in the Merger Agreement. See Note 14 – Subsequent Events for terms and conditions of the Business Combination. 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.
Ocean Biomedical Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Organization, Description of Business, and Going Concern	Note 1. Organization, Description of Business, and Going Concern Ocean Biomedical, Inc. (f/k/a Aesther Healthcare Acquisition Corp.) (the “Company”), a Delaware corporation, was 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. As described below, the Company closed a business combination with Ocean Biomedical Holdings, Inc. (f/k/a Ocean Biomedical, Inc.) (“Legacy Ocean”) (the “Business Combination”). Following the Business Combination, the Company is a biopharmaceutical company that is focused on discovering and developing therapeutic products in oncology, fibrosis, and infectious diseases. Business Combination Agreement On February 14, 2023 (the “Closing Date”), the Company 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 (“Merger Sub”), Aesther Healthcare Sponsor, LLC, in its capacity as purchaser representative (the “Sponsor”), Legacy Ocean, and Dr. Chirinjeev Kathuria, in his capacity as seller representative (the “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.” Accounting for the Business Combination The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, AHAC, who is the legal acquirer, is treated as the “acquired” company for financial reporting purposes and Legacy Ocean is treated as the accounting acquirer. (References to “AHAC” refer to Aesther Healthcare Acquisition Corp. prior to the Closing of the Business Combination.) Legacy Ocean has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: ● Legacy Ocean’s existing stockholders have the largest portion of voting interest in the Company; ● Legacy Ocean’s senior management comprises the senior management of the Company; ● the members of the Board of Directors of the Company nominated by Legacy Ocean represent the majority of the ‌Board of ‌Directors of the Company; ● Legacy Ocean’s operations comprise the ongoing operations of the Company; and ● “Ocean Biomedical, Inc.” is the name being used by the Company. The Business Combination is accounted for as the equivalent of a capital transaction in which the Company has issued stock for the net assets of AHAC. The net assets of AHAC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are Legacy Ocean. 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 Considerations The accompanying condensed consolidated financial statements are prepared in accordance with U.S. GAAP 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 three months ended March 31, 2023. As of March 31, 2023, the Company had cash of $ 306 thousand and a working capital deficiency of $ 23.1 million. The Company’s current operating plan indicates it will incur losses from operations and generate negative cash flows from operating activities, given anticipated expenditures related to research and development activities and its lack of revenue generating ability at this point in the Company’s lifecycle. These events and conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The Company will need to raise additional funds in order to advance its research and development programs, operate its business, and meet its future obligations as they come due. Based on the Company’s current operational plans and assumptions, which may which may not be realized, 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. See Note 3- Business Combination and Backstop Agreement for a description of the Backstop Agreement and the Common Stock Purchase Agreement. There is no assurance that the Company will be successful in obtaining 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 condensed 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 three months ended March 31, 2023, 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	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.
Ocean Biomedical Inc [Member]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and stated in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification and Accounting Standards Updates of the Financial Accounting Standards Board (“FASB”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. A description of the Company’s significant accounting policies is included in the Company’s audited consolidated financial consolidated balance sheet as of December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on March 31, 2023, and Form 8-K, as amended, originally filed with the SEC on February 15, 2023. The accompanying unaudited condensed 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 and 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 March 31, 2023. Concentrations of Credit Risk, Off-balance Sheet Risk and Other Risks 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 affect the Company’s future operating results and cause actual results to vary materially from expectations could 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, or 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 three months ended March 31, 2023 and 2022, research and development expenses consist of expenses recognized for stock-based compensation and incurred for initial license fees, annual maintenance license fees, and 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 and Transaction 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 in the amount of $ 2.0 million were reclassified to additional paid in capital upon the completion of the Business Combination. Approximately $ 7.4 2.4 3.1 1.9 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, less shares subject to repurchase, 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 comprehensive income or loss for the three months ended March 31, 2023 and 2022. Emerging Growth Company and Smaller Reporting Company Status The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. The Company has elected to not “opt out” of this provision and, as a result, the Company will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company. The Company is also a “smaller reporting company” meaning that the market value of its stock held by non- affiliates plus the proposed aggregate amount of gross proceeds to the Company as a result of this offering is expected to be less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. The Company may continue to be a smaller reporting company if either (i) the market value of the stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If the Company is a smaller reporting company at the time that it ceases to be an emerging growth company, the Company may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, the Company may choose to present only the two most recent fiscal years of audited financial statements in its Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. 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 condensed consolidated financial statements. Fair Value Measurements Certain assets of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s Backstop Forward Purchase Agreement and Earnout Shares are carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note 4 - Fair Value of Financial Assets and Liabilities). The carrying values of accounts payable, accrued expenses, and short-term loans approximate their fair values due to the short-term nature of these liabilities.

Business Combination and Backst

Business Combination and Backstop Agreement	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Business Combination and Backstop Agreement		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
Ocean Biomedical Inc [Member]
Business Combination and Backstop Agreement	Note 3. Business Combination and Backstop Agreement As discussed in Note 1, on February 14, 2023, the Company consummated the previously announced Business Combination pursuant to the 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 Company changed its name from “Aesther Healthcare Acquisition Corp.” to “Ocean Biomedical, Inc.” On January 11, 2023, the record date for the Special Meeting (defined below), 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 52,070,404 On February 14, 2023, in connection with the Closing: ● AHAC issued to the holders of Legacy Ocean’s securities as of immediately prior to the Closing approximately 23,355,432 shares of AHAC’s Class A common stock (with a per-share value of $ 10.00 ) with an aggregate value equal to $ 233,554,320 , as adjusted as required by the Business Combination Agreement to take into account net working capital, closing net debt and Legacy Ocean transaction expenses, in exchange for all of the issued and outstanding capital stock of Legacy Ocean; ● the Sponsor’s 2,625,000 shares of AHAC’s Class B common stock converted on a one-for-one basis into 2,625,000 shares of AHAC’s Class A common stock pursuant to the Company’s Third Amended and Restated Certificate of Incorporation (the “Amended Certificate”); ● AHAC issued to the Sponsor 1,365,000 additional shares of AHAC’s Class A common stock in connection with the Sponsor obtaining two (2) three-month extensions beyond the September 16, 2022 deadline to complete an initial business combination; ● the Backstop Parties purchased 3,535,466 ● the Backstop Parties purchased 1,200,000 12,675,912 ● 5,570,965 ● the Company issued to Second Street Capital, LLC (“Second Street Capital”), Legacy Ocean’s lender, three (3) warrants (the “Converted Ocean Warrants”) for the number of shares of the Company’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 Legacy Ocean warrants. The Converted Ocean Warrants are exercisable for a total of 511,712 shares of the Company’s common stock at an exercise price of $ 8.06 per share and 102,342 shares of the Company’s common stock at an exercise price of $ 7.47 per share; ● the Company issued to Polar (as defined below) 1,350,000 ● all shares of AHAC’s Class A common stock were reclassified as common stock pursuant to the Company’s Amended Certificate. The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statements of stockholders’ equity/(deficit) and cash flows for the three months ended March 31, 2023 (in thousands): Schedule of Elements of Business Combination Cash from AHAC trust, net of redemptions $ 52,070 Issuance costs from business combination (2,049 ) Net impact on total stockholders’ equity 50,021 Non-cash offering costs 2,049 Net impact on cash provided by financing activity $ 52,070 Earnout Shares In addition, pursuant to Business Combination Agreement, Legacy Ocean’s stockholders prior to the Closing (the “Legacy Ocean Stockholders”) shall be entitled to receive from the Company, in the aggregate, up to an additional 19,000,000 shares of the Company’s common stock (the “Earnout Shares”) as follows: (a) in the event that the volume-weighted average price (the “VWAP”) of the Company’s common stock 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 Legacy Ocean Stockholders shall be entitled to receive an additional 5,000,000 shares of the Company’s common stock, (b) in the event that the VWAP of the Company’s common stock 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 Legacy Ocean Stockholders shall be entitled to receive an additional 7,000,000 shares of the Company’s common stock and (c) in the event that the VWAP of the Company’s common stock 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 Legacy Ocean Stockholders shall be entitled to receive an additional 7,000,000 shares of the Company’s common stock. In addition, for each issuance of Earnout Shares, the Company will also issue to Sponsor an additional 1,000,000 shares of the Company’s common stock. Both the number of Earnout Shares and the price per share is subject to adjustment to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the common stock (i.e., dilutive activities). The accounting for the Earnout Shares was first evaluated under the Accounting Standards Codification (“ASC”) Section 718 (“ASC 718”) to determine if the arrangement represents a share-based payment arrangement. Because the Earnout Shares are issued to all the Legacy Ocean Stockholders and the Sponsor and there are no service conditions nor any requirement of the participants to provide goods or services, the Company determined that the Earnout Shares are not within the scope of ASC 718. In reaching this conclusion, the Company focused on the fact that the Earnout Shares are not provided to any holder of options or unvested stock but rather the arrangement is provided only to vested equity holders. Next, the Company determined that the Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC Section 480 (“ASC 480”) and ASC Section 815-40 (“ASC 815-40”). Based upon the analysis, the Company concluded that the Earnout Shares should not be classified as a liability under ASC 480. Under ASC 815-40, an entity must first evaluate whether an equity-linked instrument is considered indexed to the reporting entity’s stock. This analysis, which is performed under ASC 815-40-15, is a two-step test that includes evaluation of both exercise contingencies and settlement provisions. The Earnout Share arrangement contains contingencies – the daily volume weighted average stock price on the basis of a specific price per share. The contingency is based on an observable market or an observable index other than one based on the Company’s common stock. With respect to settlement provisions, the number of Earnout Shares is adjusted only for dilutive activities, which are an input into the pricing of a fixed-for-fixed option on equity shares under ASC 815-40-15-7E(c). It is important to note that, in absence of dilutive activities, there will be either zero or 19 million shares issuable under the Earnout Share arrangement; therefore, the triggering events for issuance of shares is only an exercise contingency to be evaluated under step 1 of ASC 815-40-15. The Company next considered the equity classification conditions in ASC 815-40-25 and concluded that all of them were met. Therefore, the Earnout Share arrangement is appropriately classified in equity. As the Business Combination is accounted for as a reverse recapitalization the Earnout Share arrangement as of the Closing Date is accounted for as an equity transaction (as a deemed dividend) as of the Closing Date of the Business Combination in the Company’s condensed consolidated financial statements for the three months ended March 31, 2023. Backstop Agreement On August 31, 2022, in connection with the execution of the Business Combination Agreement, AHAC and Legacy Ocean entered into an OTC Equity Prepaid Forward Transaction with Vellar Opportunity Fund SPV LLC– Series 3 (“Vellar”) (as amended, the “Backstop Agreement” or “Backstop Forward Purchase Agreement”). The Backstop Agreement is intended to provide the Company 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. This agreement is considered a forward purchase transaction. Pursuant to the Backstop Agreement, Vellar agreed to support the transactions relating to the Business Combination by purchasing up to 4,000,000 shares of AHAC Class A common stock in the open market (which, approximately, would be valued at $ 40,000,000 ) during the period in which AHAC stockholders could elect to redeem their shares (i.e., the period commencing upon the filing of the definitive proxy statement and ending two (2) business days prior to the Special Meeting of Stockholders to approve the Business Combination (the “Special Meeting”)) pursuant to AHAC’s redemption offer and subsequently revoke their elections to redeem their shares. None of the shares of AHAC Class A common stock purchased by Vellar could be voted in the Business Combination. The Company has agreed to purchase those shares from Vellar on a forward basis at maturity (as further described below), but the Company will not be required to purchase any shares of its common stock from Vellar at a price higher than the redemption price offered to redeeming public stockholders before, during or after the redemption period. The purchase price payable by the Company will include a prepayment in the amount of the redemption price per share payable from the proceeds released from the trust account related to those shares. The prepayment date is the earlier of: (i) one business day after the Closing of the Business Combination or (ii) the date any assets from the trust account are disbursed following the Closing of the Business Combination. Vellar may but is not obligated to sell some or all of the shares subject to the forward transaction following the expiration of the redemption period (i.e., two (2) business days prior to the Special Meeting), after which those shares will no longer be subject to the forward transaction, and in such event Vellar will repay the Company a portion of the prepayment amount relating to those shares from the sale proceeds equal to the number of shares sold by Vellar multiplied by the forward price (i.e., the lower of the redemption price, the then current forward price and the VWAP price for the last 10 trading days of the prior calendar month, but not lower than $ 5.00 The original maturity date of the Backstop Agreement was 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 was less than $3 per share. On the maturity date, Vellar may require that the Company repurchase all of the shares then being held by Vellar at a price equal to the redemption price (as determined in accordance with AHAC’s certificate of incorporation prior to the effectiveness of the Amended Certificate (the “AHAC Charter”)). Vellar will also be entitled to an additional $ 2.50 per share purchased with such amount being payable in shares of the Company common stock. The maturity date is significant because following the maturity date the Company is under no obligation to repurchase shares then being held by Vellar. Shares sold by Vellar to third parties prior to the maturity date shall cease to be subject to the forward transaction. Any such sale will trigger an obligation by Vellar to pay the Company an amount equal to the product of (a) the number of shares sold by Vellar and (b) the forward price, which is defined in the Backstop Agreement as the lower of the redemption price (as determined in accordance with the AHAC Charter) and the VWAP price of the last ten trading days (but not lower than $ 5.00 ). The Company is also be obligated to pay a structuring fee in the amount of $ 5,000 on the first trading day of each calendar quarter to Vellar following the Business Combination until the maturity date. Vellar has agreed that it does not possess and/or has agreed to waive any redemption rights with respect to the shares of AHAC Class A common stock that it acquired in accordance with the Backstop Agreement. On February 10, 2023 AHAC and Legacy Ocean entered into an amended and restated OTC Equity Prepaid Forward Transaction with Vellar. Pursuant to the amended Backstop Agreement, Vellar agreed to support the Business Combination by purchasing up to 6,000,000 shares of the Class A common stock in the open market for up to $ 60,000,000 , including from other stockholders that elected to redeem and subsequently revoked their prior elections to redeem their shares, following the expiration of the Company’s redemption offer. The Company has agreed to purchase those shares from Vellar on a forward basis. The purchase price payable by the Company includes a prepayment in the amount of the redemption price per share. As amended, the Backstop Agreement matures on the earlier to occur of (a) three years after the closing of the Business Combination (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 . Pursuant to the Backstop Agreement, the Company provided the Backstop Parties with an additional $12,675,912, paid from the trust account holding the net proceeds from the sale of units in the AHAC’s IPO to compensate them for their purchase of 1,200,000 additional shares of Class A common stock in the open market (the “Share Consideration Shares”). Under the Backstop Agreement, the Share Consideration Shares are not subject to the terms applicable to the Recycled Shares, including with regard to repayment and repurchase as described below. The Company has the option to repurchase the Share Consideration Shares from the Backstop Parties at an aggregate price of $ 3,000,000 If an event occurs causing the VWAP per share 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 Backstop Agreement), then the Company can notify Vellar of such event and cause the Backstop Agreement to mature. The Backstop Agreement calls for the adjustment of the Reset Price (as defined in the Backstop Agreement) on the first scheduled trading day of each month commencing on the first calendar month following the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, (b) the initial price per shares paid by Vellar for the shares and (c) the VWAP price per share of the last ten trading days of the prior calendar month, but not lower than $10.34. The Reset Price may be reduced further in connection with a dilutive offering undertaken by the Company. The Reset Price is relevant to the provision entitling the Company to terminate the Backstop Agreement early (in whole or in part) and require Vellar to pay the Company an amount equal to the product of (x) the number of shares the Company elects to terminate from the forward transaction and (y) the Reset Price as of the termination date. At maturity, any remaining shares subject to the Backstop Agreement will be finally purchased by the Company 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 Backstop Agreement 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. On February 12, 2023, AHAC, Legacy Ocean, and Vellar again amended and restated the original Backstop Agreement to increase from up to 6,000,000 shares to up to 8,000,000 shares of AHAC’s common stock to be purchased in the open market for up to $ 80,000,000 , including from other stockholders that elected to redeem and subsequently revoked their prior elections to redeem their shares, following the expiration of AHAC’s redemption offer. On February 13, 2023, AHAC, Vellar and Legacy Ocean entered into an assignment and novation agreement with Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP and Meteora Capital Partners, LP (collectively “Meteora”) (the “Meteora Agreement”), pursuant to which Vellar assigned its obligation as to 2,666,667 shares of common stock of the Company to be purchased under the Backstop Agreement to Meteora. In addition, on February 13, 2023, AHAC, Vellar and Legacy Ocean entered into an assignment and novation agreement with Polar Multi-Strategy Master Fund (“Polar” and, collectively with Vellar and Meteora, the “Backstop Parties”) (the “Polar Agreement”) pursuant to which Vellar assigned its obligations as to 2,000,000 shares of common stock of the Company to be purchased under the Backstop Agreement to Polar. On February 14, 2023, AHAC, Legacy Ocean and Polar entered into a subscription agreement in which Polar agreed to purchase 1,350,000 newly-issued shares of the Company’s common stock at a per share purchase price of $ 10.56 and an aggregate purchase price of $ 14,260,404 (the “Polar Subscription”). The Polar Subscription was the method by which Polar exercised its right to purchase “Additional Shares” pursuant to the Backstop Agreement to which Polar acquired a portion of the rights from Vellar pursuant to the Polar Agreement. The shares acquired by Polar as part of the Polar Subscription are subject to the restrictions for “Additional Shares” set forth in the Backstop Agreement. On February 14, 2023, pursuant to the Backstop Forward Purchase Agreement, the Company paid to the Backstop Parties $ 37,345,985 10.56 3,535,466 14,260,404 1,350,000 51,606,460 Common Stock Purchase Agreement Following the Business Combination, the Company is subject to the terms and conditions of (i) a Common Stock Purchase Agreement, dated September 7, 2022 (the “Common Stock Purchase Agreement”), that AHAC entered into with White Lion Capital LLC (“White Lion”) and (ii) a Registration Rights Agreement, dated September 7, 2022 (the “White Lion Registration Rights Agreement”), that AHAC entered into with White Lion. Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to $ 75,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. The Company 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 the Company may issue to White Lion under the Common Stock Purchase Agreement (the “White Lion Registration Statement”). Subject to the satisfaction of certain customary conditions, the Company’s right to sell shares to White Lion will commence on the effective date of the White Lion 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, the Company may notify White Lion when the Company exercises its right to sell shares (the effective date of such notice, a “Notice Date”). The number of shares sold pursuant to any such notice may not exceed (i) $2,000,000, divided by the closing price of the Company common stock on Nasdaq preceding the Notice Date and (ii) a number of shares of common stock equal to the average daily trading volume multiplied by 67%. The Company may not sell, and White Lion may not purchase, shares of the Company common stock that would result in White Lion owning more than 9.99% of the outstanding common stock of the Company. On January 11, 2023, the record date for the Special Meeting, there were 13,225,000 shares of AHAC’s common stock, par value $ 0.0001 per share, issued and outstanding, consisting of (i) 10,600,000 2,625,000 In addition, AHAC had issued 5,250,000 public warrants to purchase Class A common stock (originally sold as part of the units issued in AHAC’s initial public offering (“IPO”) (the “Public Warrants”), along with 5,411,000 warrants issued to the Sponsor in a private placement (the “Private Placement Warrants”) on the IPO closing date. Prior to the Special Meeting, holders of 5,570,965 shares of AHAC’s Class A common stock included in the units issued in AHAC’s IPO exercised their right to redeem those shares for cash at a price of $ 10.56 per share, for an aggregate of $58,847,564 . The per share redemption price was paid out of AHAC’s trust account, which, after taking into account the redemptions but before any transaction expenses, had a balance immediately prior to the Closing of $52,070,404. Sponsor Promissory Notes In September 2022, AHAC entered into Loan and Transfer Agreements between AHAC, the Sponsor, and other parties (the “Lenders”), pursuant to which the Lenders loaned $ 1,050,000 to the Sponsor and the Sponsor loaned $ 1,050,000 to AHAC (the “Sponsor Extension Loan”). Amounts loaned from the Lenders to the Sponsor accrue interest at 8% per annum and amounts loaned from the Sponsor to AHAC do not accrue interest until the Closing of the Business Combination, after which time, the Company has agreed to pay the interest due to the Lender. The total amounts advanced by Lenders to the Sponsor in connection with the $ 1,050,000 loan (the “Funded Amounts”) were required to be repaid, together with all accrued and unpaid interest thereon, within five days of the closing of the Business Combination, at the option of the Lenders, 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 Lenders making the loan available to Sponsor, Sponsor agreed to transfer between 1 and 2.5 shares of Class B common stock to Lenders for each $10 multiple of the Funded Amounts , which included the registration rights previously provided by AHAC to the Sponsor, and, pursuant to the terms of the Business Combination Agreement, 2.5 shares of the Company’s common stock per $ 10.00 of the Funded Amounts at Closing of the Business Combination Agreement to Sponsor, as described below. Sponsor transferred a total of 178,500 shares to the Lenders following the Closing of the Business Combination Agreement from shares of the Company’s common stock owned by the Sponsor as a result of the conversion of its AHAC Class B common stock into the Company’s common stock. The Sponsor Extension Loan was paid down at Closing of the Business Combination to $ 500,000 . The maturity date of the Sponsor Extension Loan has been extended to the funding of the Backstop Agreement, Common Stock Purchase Agreement or a convertible note financing but not more than 90 days from the closing of the Business Combination. On December 13, 2022, AHAC entered into a Loan and Transfer Agreement between AHAC, the Sponsor, and NPIC Limited (the “NPIC Lender”), pursuant to which the Lender loaned $ 1,050,000 to the Sponsor and the Sponsor loaned $ 1,050,000 to AHAC (the “NPIC Sponsor Extension Loan”). Amounts loaned from the NPIC Lender to the Sponsor accrue interest at 8% per annum and amounts loaned from the Sponsor to AHAC do not accrue interest until the Closing of the Business Combination, after which time, the Company has agreed to pay the interest due to the NPIC Lender. The total amounts advanced by NPIC Lender to the Sponsor in connection with the $ 1,050,000 loan (the “NPIC Funded Amounts”) were required to be repaid, together with all accrued and unpaid interest thereon, within five days of the closing of the initial Business Combination, at the option of the NPIC 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 NPIC Lender making the loan available to Sponsor, Sponsor agreed to transfer 10 Shares of Class B common stock to NPIC Lender for each $10 multiple of the NPIC Funded Amounts , which included the registration rights previously provided by AHAC to the Sponsor, and, pursuant to the terms of the Business Combination Agreement, the parties agreed that the Company would issue 1.05 shares of Company’s common stock per $ 1.00 of the NPIC Funded Amounts at Closing of the Business Combination Agreement to Sponsor, as described below. Sponsor transferred a total of 1,050,000 shares to the NPIC Lender. On March 22, 2023 the Company entered into a Loan Modification Agreement (the “Modification Agreement”) by and among the Company, the Sponsor, and NPIC Lender, and a Side Letter Agreement between the Company and the Sponsor (the “Side Letter”), which modifies the NPIC Sponsor Extension Loan. The Modification Agreement modified the NPIC Sponsor Extension Loan to provide that, among other things, (i) the maturity date of the loan from NPIC Lender to Sponsor (the “NPIC Sponsor Loan”) is extended to May 22, 2023 (the “Maturity Date”); (ii) the extension will take effect concurrently with, and not until, the Sponsor transfers 1,050,000 shares of the Company’s common stock (the “Initial SPAC Shares”) to the NPIC Lender; (iii) effective as of the date of the Modification Agreement, the NPIC Sponsor Loan shall accrue fifteen percent ( 15% ) interest per annum, compounded monthly; (iv) the maturity date of the $ 1,050,000 loan by Sponsor to the Company (the “SPAC Loan”) is extended to May 19, 2023; (v) the proceeds of any capital raise of at least $ 15,000,000 by the Company shall be first used by the Company to promptly repay the SPAC Loan and then Sponsor shall promptly repay the NPIC Sponsor Loan and all accrued interest; (vi) in exchange for the extension of the Maturity Date, the Company shall issue 50,000 shares of common stock to the NPIC Lender on the date of the Modification Agreement and shall issue an additional 50,000 shares of common stock thereafter on each 30-day anniversary of the Maturity Date to the NPIC Lender until the NPIC Sponsor Loan is repaid in full; (vii) in the event Sponsor defaults on its obligations to repay the NPIC Sponsor Loan by the Maturity Date, the Sponsor shall transfer to the NPIC Lender 250,000 shares of Company common stock owned by the Sponsor and shall transfer an additional 250,000 such shares each month thereafter until the default is cured; (viii) the Company is obligated to file a registration statement with the SEC registering the shares to be issued to the NPIC Lender within 30 days of the transfer, including the Initial SPAC shares; and (ix) in the event that the Company defaults on its obligations to the NPIC Lender set forth in (v), (vi) and (viii), the Company shall issue to NPIC Lender 250,000 shares of common stock and shall transfer an additional 250,000 shares of common stock each month thereafter until the default is cured. The Side Letter provides that, in the event the Company fails to repay the SPAC Loan by May 19, 2023, the Company shall issue to Sponsor 250,000 shares of common stock and shall issue an additional 250,000 such shares to Sponsor each month thereafter until the default is cured. The maturity dates of the loans pursuant to the NPIC Sponsor Extension Loan have each been extended to May 25, 2023. Pursuant to the terms of the Business Combination Agreement described above, the Sponsor was issued 1,365,000 13.6 On March 22, 2023, NPIC Lender was issued 50,000 358,000 12,577 Deferred Underwriting Commissions At Closing of the Business Combination, the underwriters for AHAC’s initial public offering agreed to defer payment of $ 3.2 million of deferred underwriting discounts otherwise due to them until November 14, 2023, pursuant to the terms of a promissory note. The deferred amounts bear interest at 9% per annum and 24% per annum following an event of default under the promissory note. The amount is recorded as a short-term loan in the condensed consolidated financial statements for the three months ended March 31, 2023. The Company recorded $ 36,225

Fair Value of Financial Assets

Fair Value of Financial Assets	3 Months Ended
	Mar. 31, 2023
Ocean Biomedical Inc [Member]
Fair Value of Financial Assets	Note 4. Fair Value of Financial Assets The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Schedule of Fair Value of Assets and Liabilities Level 1 Level 2 Level 3 Total March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Backstop Forward Purchase Agreement asset $ - $ - $ 24,672 $ 24,672 Total $ - $ - $ 24,672 $ 24,672 During the three months ended March 31, 2023, there were no transfers between Level 1, Level 2 and Level 3. Valuation of Backstop Forward Purchase Agreement asset The Company utilizes a binomial lattice option pricing model to value the Backstop Forward Purchase Agreement asset at inception and at each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations. The estimated fair value of the Backstop Forward Purchase Agreement asset is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price, volatility, strike price, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility of similar publicly held companies. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve. The expected life is assumed to be equivalent to the remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table summarizes significant unobservable inputs that are included in the valuation of the backstop forward purchase asset as of March 31, 2023: Schedule of Fair Value Measurements Significant Unobservable Inputs Input Range Share price $ 6.64 10.34 Volatility 26.61 31.84 % Risk free rate 3.81 4.15 % Dividend yield 0.00 % Expected term until maturity (in years) 2.88 3 The following table provides a roll forward of the aggregate fair values of the Company’s Backstop Forward Purchase Agreement asset, for which fair value is determined using Level 3 inputs (in thousands): Schedule of Fair Value Backstop Forward Purchase Agreement Asset Backstop Forward Purchase Asset Balance as of January 1, 2023 $ - Initial measurement of Backstop Forward Purchase Asset 51,606 Adjustments resulting from changes in fair value (26,934 ) Balance as of March 31, 2023 $ 24,672 Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands): Schedule of Accounts Payable and Accrued Expenses March 31, 2023 December 31, Accounting and legal fees $ 13,207 $ 10,250 Research and development 545 544 Other 1,686 646 Total accounts payable and accrued expenses $ 15,438 $ 11,440

Short-term Loan Agreements, Com

Short-term Loan Agreements, Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Ocean Biomedical Inc [Member]
Short-term Loan Agreements, Commitments and Contingencies	Note 5. Short-term Loan Agreements, Commitments and Contingencies Short-term Loan Agreements Second Street Capital Loans 2022 Loans In February 2022, the Company entered into a Loan Agreement with Second Street Capital (the “Second Street Loan”), pursuant to which the Company borrowed $ 600,000 . The Second Street Loan accrues interest at the rate of 15 % per annum, with principal and interest due at maturity. The Company issued to Second Street Capital a warrant to purchase 312,500 shares of the Company’s common stock, with an exercise price of $ 11.00 per share, exercisable until February 22, 2026 . For a period of 180 days from the closing of the Company’s next financing, Second Street Capital has the right to put the warrants to the Company in exchange for a payment of $ 250,000 . The Company was originally required to repay the Second Street Loan on the earlier of (i) 5 business days after the Company’s next financing or (ii) November 18, 2022. The Company recognized as interest expense in Other income/(loss) $ 250,000 for the put option in the first quarter of 2022. In April 2022, the Company entered into a second Loan Agreement with Second Street Capital (the “Second Street Loan 2”), pursuant to which the Company borrowed $ 200,000 . The Second Street Loan 2 accrues interest at the rate of 15 % per annum, with principal and interest due at maturity. The Company issued to Second Street Capital a warrant to purchase 62,500 shares of the Company’s common stock, with an exercise price of $ 11.00 per share, exercisable until February 22, 2026 . There is no put option associated with this loan. The Company was originally required to repay the Second Street Loan 2 on the earlier of (i) 5 business days after the Company’s next financing or (ii) November 18, 2022. The Company recognized as interest expense in Other income/(loss) $388,938 in the second quarter of 2022 for the warrants issued based on the estimated fair value of the awards on the date of grant. On September 30, 2022, the Second Street Loan and Second Street Loan 2 were amended whereas the maturity dates were extended from November 18, 2022 to December 30, 2022. The Company was required to repay the principal and accrued interest of the Second Street Loan and Second Street Loan 2 the earlier of (i) 5 business days after its next financing or closing of the Business Combination or (ii) December 30, 2022. In consideration of the extension, the Company issued to Second Street Capital a warrant to purchase 75,000 shares of the Company’s common stock with an exercise price of $ 10.20 per share exercisable until September 30, 2026 . The Company recognized as interest expense in Other income/(loss) $ 435,075 in the third quarter of 2022 for the warrants issued based on the estimated fair value of the awards on the date of grant. On December 30, 2022, the Second Street Loan and the Second Street Loan 2 were further amended to extend the maturity dates to February 15, 2023. No additional warrants were issued to Second Street Capital in connection with the extension. A loan fee of $ 25,000 was recorded in the Company’s condensed consolidated financial statements for the year ended December 31, 2022. The Company was required to repay the Second Street Loan and the Second Street Loan 2 on the earlier of (i) 5 business days after its next financing or (ii) February 15, 2023. 2023 Loans and Extensions. On January 10, 2023, the Second Street Loan 2 was amended whereas increasing the loan amount from $ 200,000 to $ 400,000 . A loan fee of $ 15,000 and a minimum return assessment fee of $ 35,000 were charged and paid from the $ 200,000 loan advance for net proceeds of $ 150,000 . The Company was originally required to repay the principal and accrued interest of the Second Street Loan 2 the earlier of (i) 5 business days after its next financing or closing of the Business Combination or (ii) February 15, 2023 . Effective February 15, 2023, the Second Street Loan and Second Street Loan 2 were further amended whereas the maturity dates were extended from February 15, 2023 to March 31, 2023. The Company was required to repay the principal and accrued interest of the Second Street Loan and Second Street Loan 2 the earlier of (i) 5 business days after its next financing or (ii) March 31, 2023. In consideration of the extension, the Company issued to Second Street Capital a warrant to purchase 75,000 10.34 . An extension fee of $ 75,000 was recorded and $ 239,025 was recognized as interest expense in Other income/(loss) in the Company’s condensed consolidated financial statements for the period ended March 31, 2023. Effective March 29, 2023, the Company entered into a Loan Agreement with Second Street Capital (the “March Second Street Loan”) pursuant to which the Company could borrow up to $ 1 million to pay certain accrued expenses. Of this amount, the Company borrowed $ 700,000 . The loan bears interest at 15 % per annum and is due within three business days of the Company’s next financing or receipt of proceeds from the Backstop Agreement or, if earlier, 45 days from the date of the advance (May 15, 2023). The Company issued a warrant to Second Street Capital for 200,000 shares of the Company’s common stock, exercisable for five years at an exercise price of $ 10.34 and will pay up to $ 150,000 in loan fees at maturity. Since the Company only advanced $ 700,000 , the loan fee due is $ 105,000 at maturity. The estimated fair value of the warrant was $ 748,200 49,880 am (i) 5 business days after the Company’s next financing or (ii) May 31, 2023. In addition, an additional warrant was issued to purchase 150,000 11.50 95,000 524,400 McKra Investments III Loan Effective March 28, 2023, the Company entered into a Loan Agreement (the “McKra Loan”) with McKra Investments III (“McKra”) pursuant to which the Company borrowed $ 1,000,000 . The Company issued a warrant to purchase 200,000 shares of the Company’s common stock, with an exercise price of $ 10.34 per share, exercisable until March 27, 2028. The Company will pay a $ 150,000 loan and convenience fee due upon repayment of the loan. The loan bears interest at 15% per annum and is due within three business days of the Company’s next financing or receipt of proceeds from the Backstop Agreement or, if earlier, 45 days from the date of the advance (May 12, 2023). The estimated fair value of the warrant was $ 789,400 70,169 The Company recognized a total expense in the amount of $ 883,474 for the warrants issued to Second Street Capital and McKra in the first quarter of 2023 based on the estimated fair value of the awards on the date of grant in its condensed consolidated financial statements for the three months ended March 31, 2023. Approximately $ 1,417,551 Sponsor Promissory Notes For a discussion of the outstanding Sponsor Extension Loan and NPIC Sponsor Extension Loan see “Note 3 Business Combination and Backstop Agreement.” Underwriter Promissory Note For a discussion of an outstanding note due to the underwriters in AHAC’s IPO, see “Note 3 Business Combination and Backstop Agreement.” Litigation The Company is not a party to any pending material legal proceedings. 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 March 31, 2023, 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 condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. The initial license fees of $ 67,000 for each of the four Initial Brown License Agreements (defined in “Note 9 License Agreements”) in the amount of $ 268,000 and for the Rhode Island License Agreement (defined in “Note 9 License Agreements”) of $ 110,000 are no longer contingent and are currently due. For the three months ended March 31, 2023, initial license fees in the amount of $ 378,000 were recorded as a research and development expense in the Company’s condensed consolidated financial statements. Starting January 1, 2022, annual license maintenance fees in the amount of $ 3,000 are due for each of the four Initial Brown License Agreement. Starting January 1, 2023, an annual license maintenance fee in the amount of $ 3,000 is due for the Rhode Island License Agreement. For the three months ended March 31, 2023 and 2022, maintenance fees in the amount of $ 15,000 and $ 12,000 , respectively, were recorded as a research and development expense in the Company’s financial statements. See Note 9, License Agreements. Contingent Compensation and Other Contingent Payments The contingent payments of approximately $ 13.7 50 12.0 1.6 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 condensed consolidated balance sheets. Directors and Officers Liability Insurance On February 14, 2023, the Company obtained directors and officers liability (“D&O”) insurance that includes (i) a one-year Run-Off policy for AHAC’s directors and officers that provides coverage for claims that arise out of wrongful acts that allegedly occurred prior to the date of the Business Combination and (ii) a standard one-year policy for the Company’s directors and officers that provides coverage for claims made by stockholders or third parties for alleged wrongdoing . The total annual premiums for the policies are approximately $ 1.2 142,433

Equity

Equity	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Subsidiary or Equity Method Investee [Line Items]
Equity		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
Ocean Biomedical Inc [Member]
Subsidiary or Equity Method Investee [Line Items]
Equity	Note 6. Equity Preferred Stock The Company’s Amended Certificate provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors (“Board”) will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Company’s Board will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the Company’s Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of the Company or the removal of existing management. As of March 31, 2023, the Company does not currently have any preferred stock outstanding and does not currently intend to issue any shares of preferred stock. Common Stock The holders of common stock of the Company are entitled to dividends when and if declared by the Company’s Board. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. As March 31, 2023, the Company had 300,000,000 0.0001 180,564,262 0.0001 per share. Legacy Ocean’s founder and sole stockholder was issued 17,454,542 shares of Legacy Ocean’s common stock (“Founders Shares”) upon the formation of Legacy Ocean on January 2, 2019. In December 2020, the sole stockholder of Legacy Ocean contributed 100% of his Founders Shares to Poseidon Bio, LLC (“Poseidon”), which became the sole stockholder of Legacy Ocean. In February 2021, Poseidon transferred 342,244 shares of Legacy Ocean’s common stock back to Legacy Ocean’s founder. In February 2021, Poseidon amended and restated its operating agreement to allow additional members into Poseidon by issuing Class A units and Class B units in which Legacy Ocean’s founder is the sole Class A unit holder who holds 100% of the voting power of Poseidon. In addition, certain executives and employees of the Company were granted Class B unit profit interests in Poseidon. These profit interests grants in the Company’s controlling shareholder were deemed to be transactions incurred by the shareholder and within the scope of FASB ASC 718, Stock Compensation 100% of the voting power and 68% of the equity interests in Poseidon. See Stock-Based Compensation for Profit Interests in Poseidon section below. In March 2021, Legacy Ocean authorized the issuance of common stock in Legacy Ocean to certain persons who were accredited investors (consisting of friends and family of Legacy Ocean’s employees) at an aggregate offering price of $ 1.0 million. On January 19, 2022, Legacy Ocean implemented an 8-for-11 reverse stock split of its common stock. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split. On February 1, 2022, Legacy Ocean implemented a 6-for-7 reverse stock split of its common stock. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split. On February 2, 2022, Legacy Ocean implemented a 28-for-29 reverse stock split of its common stock. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split. As mentioned in Note 1, the Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AHAC, who is the legal acquirer, is treated as the “acquired” company for financial reporting purposes and Legacy Ocean is treated as the accounting acquirer. Legacy Ocean has been determined to be the accounting acquirer. The effects of the Business Combination require a retroactive recapitalization of the Company. Common Stock Issued Following the Closing of the Business Combination For a discussion of shares of the Company’s common stock issued in connection with the Closing of the Business Combination, see “Note 3 Business Combination and Backstop Agreement.” In connection with the Closing of the Company’s Business Combination on February 14, 2023, the Company, Legacy Ocean and Polar entered into a subscription agreement in which Polar agreed to purchase 1,350,000 newly-issued shares of our common stock at a per share purchase price of $ 10.56 and an aggregate purchase price of $ 14,260,404 . In connection with the Modification Agreement, dated March 22, 2023, with the NPIC Lender, on March 22, 2023, the Company issued to the NPIC Lender 50,000 7.16 358,000 At March 31, 2023 and 2022, the common stock of the Company issued and outstanding consisted of the following: Schedule of Common Stock Issued and Outstanding March 31, 2023 March 31, 2022 Common Stock Shares March 31, 2023 March 31, 2022 Stockholder Legacy Ocean equity holders 17,496,370 17,496,370 Retroactive application of recapitalization 5,859,062 5,859,062 Adjusted Legacy Ocean equity holders 23,355,432 23,355,432 Non-redeemed public stockholders 293,569 Backstop Forward Purchase Agreement 3,535,466 Backstop Forward Purchase Agreement-Subscription Agreement 1,350,000 Share Consideration Shares 1,200,000 Sponsor extension shares 1,365,000 Sponsor shares 2,625,000 Shares Modification 50,000 Total 33,774,467 23,355,432 The Backstop Forward Purchase Agreement shares, Share Consideration Shares, and the Sponsor Shares were included in the effects of the Business Combination in the condensed consolidated statements of equity/(deficit) for the three months ended March 31, 2023. Stock Options 2022 Stock Option and Incentive Plan The Company’s stockholders approved and adopted the 2022 Stock Option and Incentive Plan and Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (the “Incentive Plan”) at the Special Meeting. The Board approved and adopted the Incentive Plan prior to the Closing of the Business Combination. The Board’s Compensation Committee will administer the Incentive Plan. Persons eligible to receive awards under the Incentive Plan include officers or employees of the Company or any of its subsidiaries, directors of the Company, and certain consultants and advisors to the Company or any of its subsidiaries. The maximum number of shares of common stock that may be issued or transferred pursuant to awards under the Incentive Plan equals 4,360,000 shares (the “Share Limit”). In addition, the Share Limit shall automatically increase on the first trading day in January of each calendar year during the term of the Incentive Plan, with the first such increase to occur in January 2024, by an amount equal to the lesser of (i) three percent (3%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year or (ii) such number of shares of common stock as may be established by the Board. The Incentive Plan authorizes stock options, stock appreciation rights, and other forms of awards granted or denominated in the Company’s common stock or units of the Company’s common stock, as well as cash bonus awards. The Incentive Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash. Any awards under the Incentive Plan (including awards of stock options and stock appreciation rights) may be fully-vested at grant or may be subject to time- and/or performance-based vesting requirements. The Incentive Plan does not limit the authority of the Board or any committee to grant awards or authorize any other compensation, with or without reference to the Company’s common stock, under any other plan or authority. The Board may amend or terminate the Incentive Plan at any time and in any manner. Stockholder approval for an amendment will be required only to the extent then required by applicable law or deemed necessary or advisable by the Board. Unless terminated earlier by the Board and subject to any extension that may be approved by stockholders, the authority to grant new awards under the Incentive Plan will terminate on the tenth anniversary of its establishment. 2022 Employee Stock Purchase Plan The Company’s stockholders approved and adopted the 2022 Employee Stock Purchase Plan (the “ESPP”) at the Special Meeting. The Board approved and adopted the ESPP prior to the Closing of the Business Combination. The ESPP will be administered by the Board’s Compensation Committee, which may delegate such of its duties, powers and responsibilities as it may determine to one or more of its members, and, to the extent permitted by law, our officers, and may delegate to employees and other persons such ministerial tasks as it deems appropriate. Subject to adjustment, 2,180,000 shares of common stock are available for purchase pursuant to the exercise of options under the ESPP. Shares to be delivered upon exercise of options under the ESPP may be authorized but unissued stock, treasury stock, or stock acquired in an open-market transaction. Subject to certain requirements and exceptions, all individuals classified as employees on the payroll records of the Company or its subsidiaries are eligible to participate in anyone or more of the offerings under the ESPP. The ESPP allows eligible employees to purchase shares of common stock during specified offering periods, with such offering periods not to exceed 27 months. During each offering period, eligible employees will be granted an option to purchase shares of common stock on the last business day of the offering period. The purchase price of each share of common stock issued pursuant to the exercise of an option under the ESPP on an exercise date will be 85% (or such greater percentage as specified by the administrator of the ESPP) of the lesser of: (a) the fair market value of a share of common stock date the option is granted, which will be the first day of the offering period, and (b) the fair market value of a share of common stock on the exercise date, which will the last business day of the offering period. Our Board has discretion to amend the ESPP to any extent and in any manner it may deem advisable, provided that any amendment that would be treated as the adoption of a new plan for purposes of Section 423 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) will require stockholder approval. Our Board may suspend or terminate the ESPP at any time. Stock-Based Compensation The Company recognizes stock-based compensation costs related to all types of equity-based compensation awards granted to employees, nonemployees, and directors in accordance with GAAP. The Company estimates the fair value and the resulting amounts using the Black-Scholes option-pricing model. The fair value is 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 and requires management to make a number of other assumptions, the volatility of the underlying shares, the risk-free interest rate and expected dividends. Expected volatility is based on the historical share volatility of a set of comparable publicly traded companies over a period of time equal to the expected term of the grant or option. Profit Interests in Poseidon On February 22, 2021, 3,080,000 Class B profit interests in Poseidon were granted. The estimated fair value of a Class B profit interest in Poseidon at February 22, 2021, the grant date of the profit interests, was $ 22.26 per interest and was determined using an option-pricing model under which interests are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class, adjusted for a discount for the lack of marketability to account for a lack of access to an active public market. On April 20, 2022, an additional 25,500 fully vested Class B profit interests were granted to an executive. The estimated fair value of a Class B profit interest in Poseidon on the grant date was $ 7.03 per interest and was determined using an option-pricing model under which interests are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class, adjusted for a discount for the lack of marketability to account for a lack of access to an active public market. As of March 31, 2023, the profit interests were fully vested. The following assumptions were used to estimate the fair value of the profits interests that were granted on February 22, 2021: Schedule of Assumptions Estimate Fair Value 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 March 31, 2023 and 2022, there was $ 68.9 61.1 7.5 Stock Options to Non-Employee Directors Under the Non-employee Director Compensation Policy, upon initial election or appointment to the Company’s Board, each new non-employee director will be granted under the Incentive Plan a one-time grant of a non-statutory stock option to purchase 75,000 On February 15, 2023, a Director Initial Grant was made to each of the non-employee directors elected to the Board at the Special Meeting. The exercise price was $ 10.00 The estimated fair value of a non-statutory stock option to purchase common stock on the grant date was $ 3.73 per share and was determined using the Black-Scholes option-pricing model. The stock-based compensation amount was included in the total amount recorded in the condensed consolidated financial statements as of March 31, 2023. The following assumptions were used to estimate the fair value of the non-statutory stock options that were granted on February 15, 2023: Schedule of Assumptions Estimate Fair Value Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 6.03 Expected dividend yield — Expected years to maturity 6.5 Expected volatility 75 % As of March 31, 2023, there was $ 62 thousand of recognized compensation costs and the total unrecognized compensation related to unvested stock option awards granted was $ 2.2 million which the Company expects to recognize over a weighted-average period of approximately 2.9 years. No stock options were exercised during the period. Special Forces F9 Warrants In connection with the Strategic Advisory Agreement, dated March 19, 2023, between the Company and Special Forces F9, LLC (“Special Forces”), the Company issued to Special Forces a warrant to purchase 150,000 11.50 3.89 The following assumptions were used to estimate the fair value of the warrants that were granted on March 19, 2023: Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 7.17 Expected dividend yield — Expected terms in years 5 Expected volatility 75 % As of March 31, 2023, there was $ 583,500 As of March 31, 2023, there was a total of $ 645,623 2.2 2.9 As of March 31, 2022, there were no stock-based compensation costs related to stock options and warrants. The stock-based compensation costs during this period related to the profit interests in Poseidon discussed above. The stock-based compensation pertaining to the non-employee directors non-statutory stock options, consultants’ warrants to purchase common stock, and Class B profit interests in Poseidon were expensed as a general and administrative expense and Class B profit interests in Poseidon were expensed as research and development expense. The following table summarizes the allocation of stock-based compensation for the stock options, warrants, and for the Class B profit interests in Poseidon for the three months ended March 31, 2023 and 2022, respectively: Schedule of Stock Based Compensation For the three months ended (in thousands) 2023 2022 Research and development expense $ — $ 3,186 General and administrative expense 646 1,357 Total stock-based compensation expense $ 646 $ 4,543 Warrants Under SEC guidelines, the Company is required to record the issuance of warrants based on the “fair value” of the warrant. Under ASC 820-10-35-2, “Fair Value” has a very technical definition and is defined as “the price that would be received to sell an asset or paid to transfer a liability or equity in an orderly transaction between market participants at the measurement date.” ASC 480 provides guidance for determining whether an instrument must be classified as a liability or equity. For a warrant that is fully vested with a fixed life term, the instrument is classified as equity. The Company recognizes the expense amount of the estimated fair value of the warrant and records in an APIC account on the date of grant. The Company estimates the fair value and the resulting amounts using the Black-Scholes option-pricing model. The fair value is 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 and requires management to make a number of other assumptions, the volatility of the underlying shares, the risk-free interest rate and expected dividends. Expected volatility is based on the historical share volatility of a set of comparable publicly traded companies over a period of time equal to the expected term of the grant or option. The Company accounts for warrants issued based on their respective grant dates fair values. Prior to September 2022, the value of the Second Street Warrants was estimated considering, among other things, contemporaneous valuations for the Company’s common stock prepared by unrelated third-party valuation firms and prices set forth in the Company’s previous filings with the SEC for a proposed IPO of its common stock that was not pursued by the Company (“Legacy Ocean IPO filings”). The Company used the mid-range price per share based upon the Legacy Ocean IPO filings. Starting in September 2022, following the execution of the Business Combination Agreement with AHAC, the value of the Second Street Warrants was based on the closing price of AHAC’s Class A common stock as reported on the Nasdaq Global Select Market on the grant date. The Company estimates the fair value, based upon these values, using the Black-Scholes option pricing model, which is affected principally by the life of the warrant, the volatility of the underlying shares, the risk-free interest rate, and expected dividends. Expected volatility is based on the historical share volatility of a set of comparable publicly traded companies over a period of time equal to the expected term of the warrants. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the warrant for time periods approximately equal to the expected term of the warrant. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company records the amount in Other expenses. Second Street Warrants In February 2022, the Company entered into the Second Street Loan, pursuant to which the Company borrowed $ 600,000 . The Company issued to Second Street Capital a warrant to purchase 312,500 shares of the Company’s common stock, with an exercise price of $ 11.00 per share, exercisable until February 22, 2026 . For a period of 180 days from the closing of the Company’s next financing, Second Street Capital has the right to put the warrants to the Company in exchange for a payment of $ 250,000 . The Company recognized interest expense in the amount of $ 250,000 for the put option and recorded the liability in its condensed consolidated financial statements for the three-month period ended March 31, 2022. In April 2022, the Company entered into the Second Street Loan 2, pursuant to which the Company borrowed $ 200,000 . The Company issued to Second Street Capital a warrant to purchase 62,500 shares of the Company’s common stock, with an exercise price of $ 11.00 per share, exercisable until February 22, 2026 . There is no put option associated with this warrant. The estimated fair value of the warrant to purchase common stock on the grant date was $ 6.22 per share and was determined using the Black-Scholes option-pricing model. The Company recognized interest expense of $ 388,938 in the second quarter of 2022 for the warrants issued based on the estimated fair value of the awards on the date of grant. The following assumptions were used to estimate the fair value of the warrants that were granted on April 22, 2022: Schedule of Assumptions Estimate Fair Value Risk-free interest rate 2.1 % Fair value of common stock of the Company $ 11.00 Expected dividend yield — Expected terms in years 4 Expected volatility 75 % On September 30, 2022, the Second Street Loan and Second Street Loan 2 were amended whereas the maturity dates were extended from November 18, 2022 to December 30, 2022. In consideration of the extensions, the Company issued to Second Street Capital a warrant to purchase 75,000 shares of the Company’s common stock with an exercise price of $ 10.20 per share exercisable until September 30, 2026. The estimated fair value of the warrant to purchase common stock on the grant date was $ 5.80 per share and was determined using the Black-Scholes option-pricing model. The Company recognized interest expense of $ 435,075 . The following assumptions were used to estimate the fair value of the warrants that were granted on September 30, 2022: Risk-free interest rate 2.5 % Fair value of common stock of the Company $ 10.20 Expected dividend yield — Expected terms in years 4 Expected volatility 75 % In connection with the Closing, pursuant to a Warrant Exchange Agreement, on February 14, 2023, the Company replaced the three original warrants issued to Second Street Capital with new warrants, which consist of three warrants for the number of shares of our common stock equal to the economic value of the warrants previously issued to Second Street Capital. The new warrants are exercisable for a total of 511,712 8.06 102,342 7.47 Effective February 15, 2023, the Second Street Loan and Second Street Loan 2 were further amended whereas the maturity dates were extended from February 15, 2023 to March 31, 2023. In consideration of the extensions, the Company issued to Second Street Capital a warrant to purchase 75,000 shares of the Company’s common stock with an exercise price of $ 10.34 per share exercisable until March 31, 2028. The estimated fair value of the warrant to purchase common stock on the grant date was $ 3.19 per share and was determined using the Black-Scholes option-pricing model. The Company recognized interest expense in the amount of $ 239,025 in the Company’s condensed consolidated financial statements for the period ended March 31, 2023 for the warrants issued based on the estimated fair value of the awards on the date of grant. The following assumptions were used to estimate the fair value of the warrants that were granted on February 15, 2023: Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 6.03 Expected dividend yield — Expected terms in years 5 Expected volatility 75 % Effective March 29, 2023, the Company entered into a Loan Agreement with Second Street Capital pursuant to which the Company could borrow up to $ 1 million to pay certain accrued expenses. Of this amount, the Company borrowed $ 700,000 . The Company issued a warrant to the lender for 200,000 shares of the Company’s common stock, exercisable for five years at an exercise price of $ 10.34 . The estimated fair value of the warrant to purchase common stock on the grant date was $ 3.74 per share and was determined using the Black-Scholes option-pricing model. The estimated fair value of the warrant was $ 748,200 49,880 698,320 The following assumptions were used to estimate the fair value of the warrants that were granted on March 29, 2023: Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 6.77 Expected dividend yield — Expected terms in years 5 Expected volatility 75 % Effective March 31, 2023, the Second Street Loan and the Second Street Loan 2 were further amended to extend the maturity dates to May 31, 2023. In addition, an additional warrant was issued to purchase 150,000 shares of the Company’s common stock with an exercise price of $ 11.50 . The estimated fair value of the warrant to purchase common stock on the grant date was $ 3.50 per share and was determined using the Black-Scholes option-pricing model. The Company recognized interest expense of $ 524,400 for the warrants issued based on the estimated fair value of the awards on the date of grant in its condensed consolidated financial statements for the three-months ended March 31, 2023. The following assumptions were used to estimate the fair value of the profits interests that were granted on March 31, 2023: Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 6.64 Expected dividend yield — Expected terms in years 5 Expected volatility 75 % The Company recognized total interest expense in the amount of $ 813,305 for the Second Street warrants issued in the three months ended March 31, 2023 based on the estimated fair value of the awards on the date of grant in its condensed consolidated financial statements for the three months ended March 31, 2023. 698,320 McKra Investments III Warrant Effective March 28, 2023, the Company entered into a Loan Agreement with McKra pursuant to which the Company borrowed $ 1,000,000 . The Company issued a warrant to purchase 200,000 shares of the Company’s common stock, with an exercise price of $ 10.34 per share, exercisable until March 27, 2028. The estimated fair value of the warrant to purchase common stock on the grant date was $ 3.95 per share and was determined using the Black-Scholes option-pricing model. The estimated fair value of the warrant was $ 789,400 70,169 719,231 The following assumptions were used to estimate the fair value of the warrants that were granted on March 28, 2023: Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 7.04 Expected dividend yield — Expected terms in years 5 Expected volatility 75 % The Company recognized total interest expense in the amount of $ 883,474 1,417,551 IPO Warrants At March 31, 2023, there were warrants outstanding to purchase shares of the Company’s common stock issued in connection with AHAC’s initial public offering (the “IPO Warrants”). The IPO Warrants consist of (i) warrants to purchase up to 5,411,000 5,411,000 1.00 5,250,000 5,250,000 10.00 11.50 The Company may call the Public Warrants for redemption, in whole and not In part, at a price of $ 0.01 ● at any time after the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 18.00 ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. The right to exercise will be forfeited unless the IPO Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a Public Warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for the IPO Warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the IPO Warrants for redemption as described above, it’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of the Company’s common stock equal to the quotient obtained by dividing(x) the product of the number of shares of 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” for this purpose shall mean the average reported last sale price of the shares of common stock for the five 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 IPO Warrants were issued in registered form under a warrant agreement. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval, by written consent or vote, of the holders of at least 50% of the then-outstanding IPO Warrants in order to make any change that adversely affects the interests of the registered holders. The exercise price and number of shares of the Company’s common stock issuable on exercise of the IPO Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the IPO Warrants will not be adjusted for issuances of shares of the Company’s common stock at a price below their respective exercise prices. For accounting purposes, the Company accounts for the Public Warrants in accordance with the guidance contained in ASC 480-10-25-8 and ASC 815-40 and are classified as an equity instrument.

Other Income_(Expense)

Other Income/(Expense)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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
Ocean Biomedical Inc [Member]
Other Income/(Expense)	Note 7. Other Income/(Expense) Other income/(expense) consisted of the following (in thousands): Schedule of Other Income Expenses For the For the March 31, 2023 March 31, 2022 Interest expense, including warrant issuances and amortization of debt issuance costs $ (1,543 ) $ (266 ) Loss on stock issuance share consideration (12,676 ) — Loss on extinguishment of debt (13,595 ) — Transaction costs (7,429 ) — Loss on Backstop Forward Purchase Agreement asset (26,934 ) — Gain/(loss) on Foreign Currency (1 ) $ 1 Total other income/(expense) $ (62,178 ) $ (265 )

Net Loss Per Share

Net Loss Per Share	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Net Loss Per Share		6. Net Loss Per Share For the year ended December 31, 2021, there were approximately $ 0.5 million of non-vested profit interests grants outstanding of potentially dilutive (anti-dilutive) securities that were excluded from the calculation of diluted net loss per share. For the year ended December 31, 2022, there were approximately $ 0.8 million of outstanding warrants that were excluded from the calculation of diluted net loss per share.
Ocean Biomedical Inc [Member]
Net Loss Per Share	Note 8. Net Loss Per Share The Company computes basic loss per share using net loss attributable to stockholders and the weighted-average number of the Company’s common stock shares outstanding during each period, less shares subject to repurchase under the Backstop Forward Purchase Agreement. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. The Company’s potentially dilutive securities, which include stock options, earnout shares, and warrants to purchase shares of common stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to the Company’s stockholders’ is the same. The net loss per share for the basic and diluted earnings calculations for the three months ended March 31, 2023 and 2022 is as follows (in thousands, except share and per share data): Schedule of Earnings Per Share, Basic and Diluted March 31, 2023 March 31, 2022 Income/(loss) available to common stockholders per share: Net loss $ (67,401 ) $ (5,375 ) Weighted average common shares outstanding: Basic and diluted 24,822,033 23,355,432 Net loss per share – basic and diluted $ (2.72 ) $ (0.23 )

License Agreements

License Agreements	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
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
Licensing Agreements [Member] | Ocean Biomedical Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License Agreements	Note 9. License Agreements Elkurt/Brown License Agreements On July 31, 2020, the Company entered into four separate Exclusive License Agreements (the “Initial Brown License Agreements”) with Elkurt, Inc.(“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, 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 University. 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 further amended to extend the date after which Elkurt can terminate the license agreements if the Company has not raised at least $10 million in equity financing by April 1, 2022. On March 25, 2022, the Initial Brown License Agreements were further amended to extend those termination dates to May 1, 2022. On July 1, 2022, the Initial Brown License Agreements were further amended to extend the termination dates to November 1, 2022 and acknowledge the accounts payable due and terms of payment. On July 2, 2022, the Initial Brown License Agreements were further amended to extend the termination dates of the Commercialization Plan of the license agreements to an additional two years. On August 25, 2022, the Initial Brown License Agreements were further amended 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, as amended, the Company is required to pay Elkurt a maintenance fee of $ 67,000 increased by interest at the rate of 1 % per month from October 15, 2021 until paid. In addition, beginning on January 1, 2022 and each year thereafter until January 1, 2027, the Company is required to pay an annual license maintenance fee of $ 3,000 . Beginning on January 1, 2028, and every year thereafter the annual license maintenance fee shall become $ 4,000 per year. Upon successful commercialization, the Company is required to pay Elkurt between 0.5% to 1.5% of net sales based on the terms of each Initial Brown License Agreement. In addition, the Company must pay Elkurt, under each of the Initial Brown License Agreements, 25% of all non-royalty sublicense income prior to the first commercial sale, and 10% of non-royalty sublicense income thereafter, in the event that the Company enters into sublicenses for the subject intellectual property. If net sales or non-royalty sublicense income are generated from know-how products, the amounts otherwise due (royalty or non-royalty sublicense income) shall be reduced by 50% . As of March 31, 2023, the Company recorded annual license maintenance fees of $ 12,000 , and license fees of $ 268,000 . The Company will also pay Elkurt developmental and commercialization milestone payments for each of the Initial Brown License Agreements ranging from $ 50,000 for the filing of an Investigational New Drug Application (“IND”), or the equivalent outside of the United States, to $ 250,000 for enrollment of the first patient in a Phase 3 clinical trial in the United States or the equivalent outside of the United States. Ocean Biomedical is also responsible for reimbursement of patent costs. The Company recorded reimbursement of patent costs as general and administrative costs in the statements of operations as incurred. As of March 31, 2023, the Company has incurred reimbursed patent costs expenses to Brown University in the amount of $ 345,437 of which $ 297,700 has been paid. The contract term for each of the Initial Brown License Agreements, as amended, continues until the later of the date on which the last valid claim expires or ten years. Either party may terminate each of the Initial Brown License Agreements in certain situations, including Elkurt being able to terminate the Initial Brown License Agreements at any time and for any reason after November 1, 2023 if the Company has not raised at least $10 million in equity financing by then . For the oncology programs, three of the license agreements have been sublicensed to our subsidiary, Ocean ChitoRx Inc, and for the fibrosis program, one license agreement has been sublicensed to our subsidiary, Ocean ChitofibroRx Inc. On September 13, 2022, the Company entered into an additional Exclusive License Agreement (the “Brown Anti-PfGARP Small Molecules License Agreement”) with Elkurt. Under the Brown Anti-PfGARP Small Molecules License Agreement, Elkurt grants the Company an exclusive, royalty-bearing license to patent rights and a nonexclusive, royalty-bearing license to know-how, solely to make, have made, market, offer for sale, use, and sell licensed products for use in the field of malaria research. For the Brown Anti-PfGARP Small Molecules License Agreement, the Company is required to pay Elkurt an initial license fee of $ 70,000 , payable in two installments of $ 35,000 each on April 1, 2023 and June 30, 2023. Beginning September 13, 2023, the Company is obligated to pay Elkurt an annual license maintenance fee equal to (a) $ 3,000 until September 13, 2027, and (b) thereafter, an annual license maintenance fee of $ 4,000 . Upon successful commercialization, the Company is required to pay Elkurt 1.25% of net sales based on the terms under the Brown Anti- PfGARP Small Molecules License Agreement. In addition, the Company must pay Elkurt 25% of all non-royalty sublicense income prior to the first commercial sale, and 10% of non-royalty sublicense income thereafter, in the event that the Company enters into sublicenses for the subject intellectual property. If net sales or non-royalty sublicense income are generated from know-how products, the amounts otherwise due (royalty or non-royalty sublicense income) shall be reduced by 50%. The Company also is required to pay Elkurt $ 100,000 in the event that the Company or one of its sublicensees sublicenses this technology to a major pharmaceutical company or if the license agreement or any sublicense agreement for this technology is acquired by a major pharmaceutical company. A major pharmaceutical company is one that is publicly traded, with market capitalization of at least $5 billion and has been engaged in drug discovery, development, production and marketing for no less than 5 years . As of March 31, 2023, for this Brown Anti-PfGARP Small Molecules License Agreement, no license fees have been recorded in the Company’s condensed consolidated financial statements. The Company will also pay Elkurt developmental and commercialization milestone payments pursuant to the Brown Anti-PfGARP Small Molecules License Agreement ranging from $ 50,000 for the filing of an IND, or the equivalent outside of the United States, to $ 250,000 for enrollment of the first patient in a Phase 3 clinical trial in the United States or the equivalent outside of the United States. The Company is also responsible for reimbursement of patent costs. The contract term for the Brown Anti-PfGARP Small Molecules License Agreement continues until the later of the date on which the last valid claim expires or ten years. Either party may terminate the Brown Anti-PfGARP Small Molecules License Agreement in certain situations, including Elkurt being able to terminate the Brown Anti-PfGARP Small Molecules License Agreement at any time and for any reason after November 1, 2023 if the Company has not raised at least $10 million in equity financing by then. Elkurt/Rhode Island Agreement On January 25, 2021, the Company entered into an Exclusive License Agreement (the “Rhode Island License Agreement”) with 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. For the Rhode Island License Agreement, the Company is required to pay Elkurt $ 110,000 , due within 45 days of an equity financing of at least $10 million or November 1, 2023, whichever comes first, and beginning on January 1, 2022, an additional $ 3,000 annual maintenance fee thereafter, until January 1, 2028, at which point the annual maintenance fee will become $ 4,000 per year. The Company is also required to pay Elkurt 1.5% of net sales under the Rhode Island License Agreement. In addition, the Company must pay Elkurt 25% of all nonroyalty sublicense income prior to the first commercial sale, and 10% of non-royalty sublicense income thereafter, in the event that the Company enters into sublicenses for the subject intellectual property. If net sales or non-royalty sublicense income are generated from know-how products, the amounts otherwise due (royalty or non-royalty sublicense income) shall be reduced by 50% . The Company will also pay Elkurt developmental and commercialization milestone payments under the Rhode Island License Agreement, ranging from $ 50,000 for the filing of an IND, or the equivalent outside of the United States, to $ 250,000 for enrollment of the first patient in a Phase 3 clinical trial in the United States or the equivalent outside of the United States. To date, the Company has incurred total reimbursed patent costs expenses to Rhode Island Hospital in the amount of $ 432,393 of which $ 131,986 has been paid. As of March 31, 2023, the Company recorded an expense for the annual license maintenance fee of $ 3,000 , and the initial license fee of $ 110,000 . 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 Rhode Island 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 . The Rhode Island License Agreement has been sublicensed to the Company’s subsidiary, Ocean Sihoma Inc.

CMO Agreement

CMO Agreement	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
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.
C M O Agreement [Member] | Ocean Biomedical Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
CMO Agreement	Note 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. Through March 31, 2023, the Company has incurred an aggregate of $ 544,592 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	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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
Ocean Biomedical Inc [Member]
Related Parties Transactions	Note 11. Related Parties Transactions License Agreements with Elkurt, Inc. Elkurt/Brown Licenses The Company is party to the four Initial Brown License Agreements with Elkurt. Elkurt 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 University. Dr. Elias and Dr. Kurtis are members of the Company’s Board. Under the Initial Brown License Agreements, Elkurt 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. As of March 31, 2023, the Company has incurred a total amount of $ 345,437 for patent reimbursement expenses to Brown University, of which $ 297,700 has been paid. As of March 31, 2023, the amount due to Elkurt for the Initial Brown License Agreements that is currently due to Brown University is $ 327,737 consisting of (i) patent reimbursement expenses of $ 47,737 recorded as general and administrative costs, (ii) license maintenance fees in the amount of $ 12,000 , and (iii) initial license fees in the amount of $ 268,000 recorded as research and development costs. In addition, $ 42,727 is currently due for patent reimbursement expenses that Elkurt has previously paid on behalf of the Company. The amounts were recorded as accounts payable-related party on the condensed consolidated balance sheets. Elkurt/Rhode Island Hospital License The Company is party to the Rhode Island License Agreement, with Elkurt. Under the Rhode Island License Agreement, Elkurt 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 March 31, 2023, the Company has incurred $ 432,393 for patent reimbursement expenses, of which $ 131,986 has been paid. The amount due to Elkurt in the amount of $ 300,407 is included in accounts payable-related party on the condensed consolidated balance sheets. Transactions with Legacy Ocean’s Founder and Executive Chairman As of December 31, 2021, Legacy Ocean’s Founder and Executive Chairman had paid for certain general and administrative expenses totaling $ 93,769 on behalf of the Company. The amounts were recorded as accounts payable-related parties on the condensed consolidated balance sheets. As of March 31, 2023, the amount due was $ 92,919 . The reduction of $ 850 was actually paid by the Company for state taxes in 2022. The amounts were recorded as accounts payable-related party on the condensed consolidated balance sheets. Transactions with Chief Accounting Officer The Company’s Chief Accounting Officer previously provided consulting services to Legacy Ocean through RJS Consulting, LLC, his wholly owned limited liability company, through June 15, 2021, before becoming the Company’s Chief Accounting Officer. As of March 31, 2023 and 2022, the Company owed RJS Consulting, LLC $ 117,500 and $ 142,500 , respectively. The amounts were recorded as accounts payable on the condensed consolidated balance sheets and were expensed as accounting fees in general and administrative expenses in 2021. Transactions with Board Member and Sponsor of the Business Combination On September 15, 2022 and December 13, 2022, the Company entered into the Sponsor Extension Loan and the NPIC Sponsor Extension Loan, respectively, between the Company, the Sponsor, various lenders, pursuant to which the lenders loaned an aggregate of $ 2,100,000 2,100,000 8 1,550,000 remains unpaid to the Sponsor, $ 500,000 which was due no later than May 15, 2023 and $ 1,050,000 which was due no later than May 25, 2023. The Company intends to pay the Sponsor Extension and the NPIC Sponsor Extension Loan in full from the proceeds received from the initial issuance of Notes under the Ayrton Convertible Note Financing (see Note 12 - Subsequent Events - Ayrton Convertible Note Financing).

Subsequent Events

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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
Ocean Biomedical Inc [Member]
Subsequent Events	Note 12. Subsequent Events The Company has evaluated subsequent events through May 24, 2023, the date that these condensed 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 condensed consolidated financial statements. The Backstop Parties sold 105,572 1.1 Under the Common Stock Purchase Agreement and the White Lion Registration Rights Agreement, the Company is required to file a registration statement with the SEC to register for the resale by White Lion shares of common stock and to issue to White Lion at that time shares of its common stock based upon a formula contained in those agreements. Effective April 18, 2023, the Company and White Lion agreed that the Company would issue 75,000 On April 19, 2023, as required by the Modification Agreement, the Company issued to the NPIC Lender 50,000 50,000 50,000 In connection with the Marketing Services Agreement, dated March 7, 2023, between the Company and Outside The Box Capital (“OTBC”), the Company issued to OTBC 13,257 shares of its common stock as consideration, pursuant to the Marketing Services Agreement, in the second quarter of 2023. On May 15, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”) for the sale of up to three Senior Secured Convertible Notes (each, a “Note” and collectively, the “Notes”), which Notes are convertible into shares of the Company’s common stock, in an aggregate principal amount of up to $ 27 million, in a private placement (the “Ayrton Convertible Note Financing”). The Company expects to consummate the closing for the sale of (i) the initial Note in the principal amount of $ 7.56 million and (ii) a warrant to initially acquire up to 552,141 additional shares of the Company’s common stock with an initial exercise price of $ 11.50 per share of common stock, subject to adjustment, exercisable immediately and expiring five years from the date of issuance (the “Warrant”), which is subject to customary closing conditions, on or about May 24, 2023 . The Notes will be sold at an original issue discount of eight percent ( 8 %). Future issuances of Notes (“Additional Closings”) are subject to satisfaction of certain conditions. The SPA contains certain representations and warranties, covenants and indemnities customary for similar transactions. At the closing of the first Additional Closing, $ 8.64 million of Notes will be issued (the “First Additional Closing Date”) and $ 10.8 million of Notes will be issued at the closing of the second Additional Closing. So long as any Notes remain outstanding, the Company and each of its subsidiaries are prohibited from effecting or entering into an agreement to effect any subsequent placement involving a Variable Rate Transaction, other than pursuant to the White Lion Common Stock Purchase Agreement. “Variable Rate Transaction” means a transaction in which the Company or any of its subsidiaries (i) issues or sells any convertible securities either (A) at a price that is based upon with the trading prices of the Company’s common stock, or (B) with a price that is subject to being reset at some future date or upon the occurrence of specified events related to the business of the Company or the market for its common stock, other than pursuant to a customary “weighted average” anti-dilution provision or (ii) enters into any agreement whereby the Company or any of its subsidiaries may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights). The Company is required to obtain stockholder approval authorizing the issuance of the Company’s common stock under the Notes and Warrant in compliance with the rules and regulations of the Nasdaq Capital Market (“Nasdaq”) (without regard to any limitations on conversion or exercise set forth in the Notes or Warrant, respectively), including, shares of the Company’s common stock to be issued in connection with any Additional Closing. Unless the Company obtains the approval of its stockholders as required by Nasdaq, the Company will be prohibited from issuing any shares of common stock upon conversion of the Notes or otherwise pursuant to the terms of the Notes or Warrant, if the issuance of such shares of common stock would exceed 19.99 The interest rate applicable to each Note is, as of any date of determination, the lesser of (I) eight percent (8%) per annum and (II) the greater of (x) five percent (5%) per annum and (y) the sum of (A) the “secured overnight financing rate,” which from time to time is published in the “Money Rates” column of The Wall Street Journal (Eastern Edition, New York Metro), in effect as of such date of determination and (B) two percent (2%) per annum; provided, further, that each of the forgoing rates shall be subject to adjustment from time to time in accordance with the SPA. Each Note will mature on the first anniversary of its issuance (the “Maturity Date”). Additionally, each Note is required to be senior to all the Company’s other indebtedness, other than certain permitted indebtedness. The Notes will be secured by all the Company’s existing and future assets (including those of the Company’s significant subsidiaries). Upon the occurrence of certain events, the Notes will be payable in monthly installments. A noteholder may, at its election, defer the payment of all or any portion of the installment amount due on any installment date to another installment payment date All or any portion of the principal amount of each Note, plus accrued and unpaid interest, any late charges thereon and any other unpaid amounts (the “Conversion Amount”), is convertible at any time, in whole or in part, at the noteholder’s option, into shares of the Company’s common stock at an initial fixed conversion price of $ 10.34 9.99 Upon a change of control of the Company (the “Change of Control”), noteholders may require the Company to redeem all, or any portion, of the Notes at a price equal to the greater of: (i) the product of (w) 115% multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) 115% multiplied by (y) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest closing sale price of the shares of the Company’s common stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date the holder delivers the Change of Control redemption notice by (II) the Alternate Conversion Price then in effect and (iii) the product of (y) 115% multiplied by (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of the Company’s common stock to be paid to the Company’s stockholders upon consummation of such Change of Control divided by (II) the Conversion Price then in effect The Notes provide for certain events of default, including, among other things, any breach of the covenants described below and any failure of Dr. Chirinjeev Kathuria to be the chairman of the Board of Directors of the Company. In connection with an event of default, the noteholders may require the Company to redeem all or any portion of the Notes, at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) 115 115 The Company is subject to certain customary affirmative and negative covenants regarding the rank of the Notes, the incurrence of indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters. The Company also will be subject to financial covenants requiring that (i) the amount of the Company’s available cash equal or exceed (x) prior to the First Additional Closing Date, $ 1.0 2.5 1.5 On May 23, 2023 the Company received an Equity Prepaid Forward Transaction - Valuation Date Notice (“Notice”) from Vellar which designates May 23, 2023 as the Maturity Date under the Backstop Forward Purchase Agreement stating that due to the Company’s failure to timely register the shares held by Vellar, Vellar has the right to terminate the Backstop Forward Purchase Agreement as to their portion of the shares and are claiming that they are entitled to receive Maturity Consideration (as defined in the Backstop Forward Purchase Agreement) equal to $ 6,667,667

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
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 Disclosure [Abstract]
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
Equity [Abstract]
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

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
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.

Business Combination Agreement

Business Combination Agreement with Aesther Health Care Acquisition Corp. (“AHAC”)	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
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
Backstop And Common Stock Purchase Agreements
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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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, 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.
Concentrations of Credit Risk and Off-balance Sheet 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 and Tax Credits		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 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.
Ocean Biomedical Inc [Member]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and stated in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification and Accounting Standards Updates of the Financial Accounting Standards Board (“FASB”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. A description of the Company’s significant accounting policies is included in the Company’s audited consolidated financial consolidated balance sheet as of December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on March 31, 2023, and Form 8-K, as amended, originally filed with the SEC on February 15, 2023. The accompanying unaudited condensed 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, Cash Equivalents	Cash and 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 March 31, 2023.
Concentrations of Credit Risk and Off-balance Sheet Risk	Concentrations of Credit Risk, Off-balance Sheet Risk and Other Risks 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 affect the Company’s future operating results and cause actual results to vary materially from expectations could 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, or 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 three months ended March 31, 2023 and 2022, research and development expenses consist of expenses recognized for stock-based compensation and incurred for initial license fees, annual maintenance license fees, and 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 and Transaction 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 in the amount of $ 2.0 million were reclassified to additional paid in capital upon the completion of the Business Combination. Approximately $ 7.4 2.4 3.1 1.9
Income Taxes and Tax Credits	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 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, less shares subject to repurchase, 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 comprehensive income or loss for the three months ended March 31, 2023 and 2022.
Emerging Growth Company Status	Emerging Growth Company and Smaller Reporting Company Status The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. The Company has elected to not “opt out” of this provision and, as a result, the Company will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company. The Company is also a “smaller reporting company” meaning that the market value of its stock held by non- affiliates plus the proposed aggregate amount of gross proceeds to the Company as a result of this offering is expected to be less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. The Company may continue to be a smaller reporting company if either (i) the market value of the stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If the Company is a smaller reporting company at the time that it ceases to be an emerging growth company, the Company may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, the Company may choose to present only the two most recent fiscal years of audited financial statements in its Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
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 condensed consolidated financial statements.
Fair Value Measurements	Fair Value Measurements Certain assets of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s Backstop Forward Purchase Agreement and Earnout Shares are carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note 4 - Fair Value of Financial Assets and Liabilities). The carrying values of accounts payable, accrued expenses, and short-term loans approximate their fair values due to the short-term nature of these liabilities.

Business Combination and Back_2

Business Combination and Backstop Agreement (Tables)	3 Months Ended
	Mar. 31, 2023
Ocean Biomedical Inc [Member]
Schedule of Elements of Business Combination	The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statements of stockholders’ equity/(deficit) and cash flows for the three months ended March 31, 2023 (in thousands): Schedule of Elements of Business Combination Cash from AHAC trust, net of redemptions $ 52,070 Issuance costs from business combination (2,049 ) Net impact on total stockholders’ equity 50,021 Non-cash offering costs 2,049 Net impact on cash provided by financing activity $ 52,070

Fair Value of Financial Assets

Fair Value of Financial Assets (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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
Ocean Biomedical Inc [Member]
Schedule of Fair Value of Assets and Liabilities	The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Schedule of Fair Value of Assets and Liabilities Level 1 Level 2 Level 3 Total March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Backstop Forward Purchase Agreement asset $ - $ - $ 24,672 $ 24,672 Total $ - $ - $ 24,672 $ 24,672
Schedule of Fair Value Backstop Forward Purchase Agreement Asset	The following table provides a roll forward of the aggregate fair values of the Company’s Backstop Forward Purchase Agreement asset, for which fair value is determined using Level 3 inputs (in thousands): Schedule of Fair Value Backstop Forward Purchase Agreement Asset Backstop Forward Purchase Asset Balance as of January 1, 2023 $ - Initial measurement of Backstop Forward Purchase Asset 51,606 Adjustments resulting from changes in fair value (26,934 ) Balance as of March 31, 2023 $ 24,672
Schedule of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consisted of the following (in thousands): Schedule of Accounts Payable and Accrued Expenses March 31, 2023 December 31, Accounting and legal fees $ 13,207 $ 10,250 Research and development 545 544 Other 1,686 646 Total accounts payable and accrued expenses $ 15,438 $ 11,440
Ocean Biomedical Inc [Member] | Backstop Forward Purchase Agreement Asset [Member]
Schedule of Fair Value Measurements	The following table summarizes significant unobservable inputs that are included in the valuation of the backstop forward purchase asset as of March 31, 2023: Schedule of Fair Value Measurements Significant Unobservable Inputs Input Range Share price $ 6.64 10.34 Volatility 26.61 31.84 % Risk free rate 3.81 4.15 % Dividend yield 0.00 % Expected term until maturity (in years) 2.88 3

Equity (Tables)

Equity (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Subsidiary or Equity Method Investee [Line Items]
Schedule of Assumptions Estimate Fair Value		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
Ocean Biomedical Inc [Member]
Subsidiary or Equity Method Investee [Line Items]
Schedule of Common Stock Issued and Outstanding	At March 31, 2023 and 2022, the common stock of the Company issued and outstanding consisted of the following: Schedule of Common Stock Issued and Outstanding March 31, 2023 March 31, 2022 Common Stock Shares March 31, 2023 March 31, 2022 Stockholder Legacy Ocean equity holders 17,496,370 17,496,370 Retroactive application of recapitalization 5,859,062 5,859,062 Adjusted Legacy Ocean equity holders 23,355,432 23,355,432 Non-redeemed public stockholders 293,569 Backstop Forward Purchase Agreement 3,535,466 Backstop Forward Purchase Agreement-Subscription Agreement 1,350,000 Share Consideration Shares 1,200,000 Sponsor extension shares 1,365,000 Sponsor shares 2,625,000 Shares Modification 50,000 Total 33,774,467 23,355,432
Schedule of Assumptions Estimate Fair Value	The following assumptions were used to estimate the fair value of the profits interests that were granted on February 22, 2021: Schedule of Assumptions Estimate Fair Value 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 Stock Based Compensation	Schedule of Stock Based Compensation For the three months ended (in thousands) 2023 2022 Research and development expense $ — $ 3,186 General and administrative expense 646 1,357 Total stock-based compensation expense $ 646 $ 4,543
Ocean Biomedical Inc [Member] | Warrant [Member]
Subsidiary or Equity Method Investee [Line Items]
Schedule of Assumptions Estimate Fair Value	The following assumptions were used to estimate the fair value of the warrants that were granted on April 22, 2022: Schedule of Assumptions Estimate Fair Value Risk-free interest rate 2.1 % Fair value of common stock of the Company $ 11.00 Expected dividend yield — Expected terms in years 4 Expected volatility 75 % Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 7.17 Expected dividend yield — Expected terms in years 5 Expected volatility 75 % Risk-free interest rate 2.5 % Fair value of common stock of the Company $ 10.20 Expected dividend yield — Expected terms in years 4 Expected volatility 75 % Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 6.03 Expected dividend yield — Expected terms in years 5 Expected volatility 75 % Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 6.77 Expected dividend yield — Expected terms in years 5 Expected volatility 75 % Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 6.64 Expected dividend yield — Expected terms in years 5 Expected volatility 75 % Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 7.04 Expected dividend yield — Expected terms in years 5 Expected volatility 75 %
Ocean Biomedical Inc [Member] | Non Statutory Stock Option [Member]
Subsidiary or Equity Method Investee [Line Items]
Schedule of Assumptions Estimate Fair Value	The following assumptions were used to estimate the fair value of the non-statutory stock options that were granted on February 15, 2023: Schedule of Assumptions Estimate Fair Value Risk-free interest rate 4.0 % Fair value of common stock of the Company $ 6.03 Expected dividend yield — Expected years to maturity 6.5 Expected volatility 75 %

Other Income_(Expense) (Tables)

Other Income/(Expense) (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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 )
Ocean Biomedical Inc [Member]
Schedule of Other Income Expenses	Other income/(expense) consisted of the following (in thousands): Schedule of Other Income Expenses For the For the March 31, 2023 March 31, 2022 Interest expense, including warrant issuances and amortization of debt issuance costs $ (1,543 ) $ (266 ) Loss on stock issuance share consideration (12,676 ) — Loss on extinguishment of debt (13,595 ) — Transaction costs (7,429 ) — Loss on Backstop Forward Purchase Agreement asset (26,934 ) — Gain/(loss) on Foreign Currency (1 ) $ 1 Total other income/(expense) $ (62,178 ) $ (265 )

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Ocean Biomedical Inc [Member]
Schedule of Earnings Per Share, Basic and Diluted	The net loss per share for the basic and diluted earnings calculations for the three months ended March 31, 2023 and 2022 is as follows (in thousands, except share and per share data): Schedule of Earnings Per Share, Basic and Diluted March 31, 2023 March 31, 2022 Income/(loss) available to common stockholders per share: Net loss $ (67,401 ) $ (5,375 ) Weighted average common shares outstanding: Basic and diluted 24,822,033 23,355,432 Net loss per share – basic and diluted $ (2.72 ) $ (0.23 )

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
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)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
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)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
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 $ — $ —

Organization, Description of _2

Organization, Description of Business, and Going Concern (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2023	Feb. 10, 2023	Dec. 31, 2022	Dec. 31, 2021
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Cash	$ 306		$ 34	$ 60
Working capital deficiency			$ 10,600
Backstop Agreement [Member] | Common Stock [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued, price per share			$ 10.34
Ocean Biomedical Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Cash	306
Working capital deficiency	$ 23,100
Shares issued, price per share	$ 18	$ 20

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2021
Deferred offering cost			$ 1,808,000	$ 19,000	$ 3,400,000
Ocean Biomedical Inc [Member]
Transaction costs on deferred offering costs	2,400,000
Underwriter transaction fees	3,100,000
Sponsor loans	1,900,000
Unrealized gains or losses	0	$ 0
Ocean Biomedical Inc [Member] | Operating Expense [Member]
Deferred offering cost	7,400,000
Additional Paid-in Capital [Member] | Ocean Biomedical Inc [Member]
Deferred offering cost	$ 2,000,000

Schedule of Elements of Busines

Schedule of Elements of Business Combination (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Issuance costs from business combination	$ 7,429
Non-cash deferred offering costs	(2,049)
Net impact on cash provided by financing activity	2,923	$ 599	$ 967	$ 1,113
Aesther Healthcare Acquisition Corp [Member] | Ocean Biomedical Inc [Member]
Business Acquisition [Line Items]
Cash from AHAC trust, net of redemptions	52,070
Issuance costs from business combination	(2,049)
Net impact on total stockholders' equity	50,021
Non-cash deferred offering costs	2,049
Net impact on cash provided by financing activity	$ 52,070

Business Combination and Back_3

Business Combination and Backstop Agreement (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Mar. 22, 2023

Mar. 22, 2023

Feb. 14, 2023

Feb. 13, 2023

Feb. 12, 2023

Feb. 10, 2023

Jan. 11, 2023

Dec. 13, 2022

Sep. 07, 2022

Aug. 31, 2022

Jan. 02, 2019

Sep. 30, 2022

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Feb. 15, 2023

Sep. 15, 2022

Business Acquisition [Line Items]

Number of shares issued

17,454,542

17,496,370

Aggregate gross purchase price

$ 1,017,000

Stock Issued During Period, Value, Other

$ 14,260

Loss on extinguishment

$ (13,595,000)

Common Stock [Member]

Business Acquisition [Line Items]

Number of shares issued

41,828

Aggregate gross purchase price

Stock Issued During Period, Shares, Other

1,350,000

Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Backstop forward purchase agreement, value

$ 20

$ 18

[custom:AdjustedLegacyOceanEquityHolders-0]

23,355,432

23,355,432

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 10

Additional shares issued price per share

$ 2.50

Long-Term Debt, Fair Value

$ 500,000

Loss on extinguishment

$ (13,595,000)

Share-based payment arrangement, amount capitalized

68,900,000

$ 61,100,000

Outstanding interest expenses

12,577

Payments for underwriting expenses

3,200,000

Loan for debt interest

$ 36,225

Ocean Biomedical Inc [Member] | Maximum [Member]

Business Acquisition [Line Items]

Debt Instrument, Interest Rate, Effective Percentage

9%

Debt instrument interest rate effective percentage when default

24%

Ocean Biomedical Inc [Member] | Common Stock [Member]

Business Acquisition [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

511,712

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 8.06

Ocean Biomedical Inc [Member] | Sponsor [Member]

Business Acquisition [Line Items]

Short-Term Debt

$ 1,050,000

$ 1,050,000

Debt Instrument, Interest Rate, Stated Percentage

8%

8%

Debt Instrument, Description

(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 NPIC Lender making the loan available to Sponsor, Sponsor agreed to transfer 10 Shares of Class B common stock to NPIC Lender for each $10 multiple of the NPIC Funded Amounts

(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 Lenders making the loan available to Sponsor, Sponsor agreed to transfer between 1 and 2.5 shares of Class B common stock to Lenders for each $10 multiple of the Funded Amounts

Ocean Biomedical Inc [Member] | Aesther Healthcare Acquisition Corp [Member]

Business Acquisition [Line Items]

Short-Term Debt

$ 1,050,000

$ 1,050,000

Ocean Biomedical Inc [Member] | N P I C Sponsor [Member]

Business Acquisition [Line Items]

Debt Instrument, Interest Rate, Effective Percentage

15%

15%

Increase (Decrease) in Operating Capital

$ 15,000,000

Ocean Biomedical Inc [Member] | N P I C Sponsor [Member] | Common Stock [Member]

Business Acquisition [Line Items]

Shares, Issued

1,050,000

1,050,000

Ocean Biomedical Inc [Member] | Lender [Member]

Business Acquisition [Line Items]

Number of shares issued

50,000

Additional shares issued

50,000

50,000

Ocean Biomedical Inc [Member] | Common Class B [Member]

Business Acquisition [Line Items]

Number of shares issued

2,625,000

Ocean Biomedical Inc [Member] | Common Class A [Member]

Business Acquisition [Line Items]

Backstop forward purchase agreement, shares

5,570,965

Backstop forward purchase agreement, value

$ 10

Number of shares issued

10,600,000

[custom:AdjustedLegacyOceanEquityHolders-0]

23,355,432

Payments to Acquire Businesses, Gross

$ 233,554,320

Ocean Biomedical Inc [Member] | Common Class A [Member] | Sponsor [Member]

Business Acquisition [Line Items]

Number of shares issued

1,365,000

Ocean Biomedical Inc [Member] | Common Stock [Member] | Sponsor [Member]

Business Acquisition [Line Items]

Number of shares issued

250,000

Ocean Biomedical Inc [Member] | Common Stock [Member] | N P I C Sponsor [Member]

Business Acquisition [Line Items]

Number of shares issued

250,000

Additional shares issued

250,000

250,000

250,000

Aesther Healthcare Acquisition Corp [Member]

Business Acquisition [Line Items]

Business Acquisition, Description of Acquired Entity

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.

Aesther Healthcare Acquisition Corp [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Business Acquisition, Description of Acquired Entity

(a) in the event that the volume-weighted average price (the “VWAP”) of the Company’s common stock 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 Legacy Ocean Stockholders shall be entitled to receive an additional 5,000,000 shares of the Company’s common stock, (b) in the event that the VWAP of the Company’s common stock 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 Legacy Ocean Stockholders shall be entitled to receive an additional 7,000,000 shares of the Company’s common stock and (c) in the event that the VWAP of the Company’s common stock 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 Legacy Ocean Stockholders shall be entitled to receive an additional 7,000,000 shares of the Company’s common stock. In addition, for each issuance of Earnout Shares, the Company will also issue to Sponsor an additional 1,000,000 shares of the Company’s common stock.

Aesther Healthcare Acquisition Corp [Member] | Ocean Biomedical Inc [Member] | Common Class B [Member]

Business Acquisition [Line Items]

Conversion of Stock, Shares Converted

2,625,000

Common Stock, Conversion Basis

Class B common stock converted on a one-for-one basis

Aesther Healthcare Acquisition Corp [Member] | Ocean Biomedical Inc [Member] | Common Class A [Member]

Business Acquisition [Line Items]

Conversion of Stock, Shares Issued

2,625,000

Business acquisitions shares issued

1,200,000

Backstop forward purchase agreement, value

$ 12,675,912

New Ocean Biomedical [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Sale of Stock, Description of Transaction

(i) $2,000,000, divided by the closing price of the Company common stock on Nasdaq preceding the Notice Date and (ii) a number of shares of common stock equal to the average daily trading volume multiplied by 67%.

New Ocean Biomedical [Member] | Ocean Biomedical Inc [Member] | Common Stock [Member]

Business Acquisition [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

102,342

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 7.47

Vellar Backstop Agreement [Member] | Ocean Biomedical Inc [Member] | Minimum [Member]

Business Acquisition [Line Items]

Business Acquisition, Share Price

$ 5

Special Meeting [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

5,250,000

Special Meeting [Member] | Ocean Biomedical Inc [Member] | Sponsor [Member]

Business Acquisition [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

5,411,000

Special Meeting [Member] | Ocean Biomedical Inc [Member] | Common Class A [Member]

Business Acquisition [Line Items]

Number of shares issued

5,570,965

Sale of Stock, Price Per Share

$ 10.56

Aggregate gross purchase price

$ 58,847,564

Proceeds from issuance of trust preferred securities

$ 52,070,404

Special Meeting [Member] | Aesther Healthcare Acquisition Corp [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Backstop forward purchase agreement, shares

13,225,000

Backstop forward purchase agreement, value

$ 0.0001

Special Meeting [Member] | Aesther Healthcare Acquisition Corp [Member] | Ocean Biomedical Inc [Member] | Common Class A [Member]

Business Acquisition [Line Items]

Backstop forward purchase agreement, shares

13,225,000

Backstop forward purchase agreement, value

$ 0.0001

Special Meeting [Member] | A H A C Acquisition [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Business Combination, Step Acquisition, Equity Interest in Acquiree, Description

10,600,000

Special Meeting [Member] | A H A C Acquisition [Member] | Ocean Biomedical Inc [Member] | Common Class B [Member]

Business Acquisition [Line Items]

Business Combination, Step Acquisition, Equity Interest in Acquiree, Description

2,625,000

Backstop Agreement [Member] | Common Stock [Member]

Business Acquisition [Line Items]

Backstop forward purchase agreement, value

$ 10.34

Backstop Agreement [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Number of shares issued

1,350,000

Backstop Agreement [Member] | Ocean Biomedical Inc [Member] | Common Class A [Member]

Business Acquisition [Line Items]

Stock issued during period, shares, purchase of assets

3,535,466

Vellar Backstop Agreement [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Debt Instrument, Maturity Date, Description

(a) three years after the closing of the Business Combination (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

(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 was less than $3 per share.

Business acquisition additional share price

$ 2.50

Restructuring Costs

$ 5,000

Stock repurchased value

$ 3,000,000

Vellar Backstop Agreement [Member] | Ocean Biomedical Inc [Member] | Common Class A [Member]

Business Acquisition [Line Items]

Stock Issued During Period, Shares, Other

6,000,000

Stock Issued During Period, Value, Other

$ 60,000,000

Vellar Backstop Agreement [Member] | Aesther Healthcare Acquisition Corp [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Business Acquisition, Description of Acquired Entity

(i) one business day after the Closing of the Business Combination or (ii) the date any assets from the trust account are disbursed following the Closing of the Business Combination. Vellar may but is not obligated to sell some or all of the shares subject to the forward transaction following the expiration of the redemption period (i.e., two (2) business days prior to the Special Meeting), after which those shares will no longer be subject to the forward transaction, and in such event Vellar will repay the Company a portion of the prepayment amount relating to those shares from the sale proceeds equal to the number of shares sold by Vellar multiplied by the forward price (i.e., the lower of the redemption price, the then current forward price and the VWAP price for the last 10 trading days of the prior calendar month, but not lower than $ 5.00).

Business Acquisition, Share Price

$ 5

Vellar Backstop Agreement [Member] | Aesther Healthcare Acquisition Corp [Member] | Ocean Biomedical Inc [Member] | Common Stock [Member]

Business Acquisition [Line Items]

Business acquisitions shares issued

4,000,000

Business Acquisition, Equity Interest Issued or Issuable, Value Assigned

$ 40,000,000

Definitive A And R Backstop Agreement [Member] | Ocean Biomedical Inc [Member] | Minimum [Member]

Business Acquisition [Line Items]

Number of shares issued

6,000,000

Definitive A And R Backstop Agreement [Member] | Ocean Biomedical Inc [Member] | Common Class A [Member]

Business Acquisition [Line Items]

Aggregate gross purchase price

$ 80,000,000

Definitive A And R Backstop Agreement [Member] | Ocean Biomedical Inc [Member] | Common Stock [Member] | Maximum [Member]

Business Acquisition [Line Items]

Number of shares issued

8,000,000

Meteora Agreement [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Number of shares issued

2,666,667

Polar Agreement [Member] | Ocean Biomedical Inc [Member] | Common Stock [Member]

Business Acquisition [Line Items]

Number of shares issued

2,000,000

Polar Subscription [Member] | Ocean Biomedical Inc [Member] | Common Stock [Member]

Business Acquisition [Line Items]

Backstop forward purchase agreement, value

$ 10.56

Number of shares issued

1,350,000

Aggregate gross purchase price

$ 14,260,404

Backstop Forward Purchase Agreement [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Backstop forward purchase agreement, value

$ 10.56

Backstop forward purchase agreement, value

$ 37,345,985

Backstop Forward Purchase Agreement [Member] | Aesther Healthcare Acquisition Corp [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Backstop forward purchase agreement, shares

3,535,466

Backstop forward purchase agreement, value

$ 14,260,404

Additional backstop forward purchase agreement, shares

1,350,000

Additional backstop forward purchase agreement, value

$ 51,606,460

Common Stock Purchase Agreement [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Aggregate gross purchase price

$ 75,000,000

Business Combination Agreement [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Number of shares issued

1,365,000

Loss on extinguishment

$ 13,600,000

Business Combination Agreement [Member] | Ocean Biomedical Inc [Member] | Aesther Healthcare Acquisition Corp [Member]

Business Acquisition [Line Items]

Number of shares issued

178,500

Business Combination Agreement [Member] | Aesther Healthcare Acquisition Corp [Member] | Ocean Biomedical Inc [Member] | Common Class B [Member]

Business Acquisition [Line Items]

Business acquisitions shares issued

1.05

2.5

Business Acquisition, Share Price

$ 1

$ 10

Modification Agreement [Member] | Ocean Biomedical Inc [Member]

Business Acquisition [Line Items]

Number of shares issued

50,000

50,000

Sale of Stock, Price Per Share

$ 7.16

Share-based payment arrangement, amount capitalized

$ 358,000,000,000

$ 358,000

Schedule of Fair Value of Asset

Schedule of Fair Value of Assets and Liabilities (Details) - Ocean Biomedical Inc [Member] $ in Thousands	Mar. 31, 2023 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Backstop Forward Purchase Agreement asset	$ 24,672
Total	24,672
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Backstop Forward Purchase Agreement asset
Total
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Backstop Forward Purchase Agreement asset
Total
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Backstop Forward Purchase Agreement asset	24,672
Total	$ 24,672

Schedule of Fair Value Measurem

Schedule of Fair Value Measurements (Details) - Backstop Forward Purchase Agreement Asset [Member] - Ocean Biomedical Inc [Member]	Mar. 31, 2023
Measurement Input, Share Price [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	6.64
Measurement Input, Share Price [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	10.34
Measurement Input, Price Volatility [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	26.61
Measurement Input, Price Volatility [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	31.84
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	3.81
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	4.15
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	0
Measurement Input, Expected Term [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	2.88
Measurement Input, Expected Term [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	3

Schedule of Fair Value Backstop

Schedule of Fair Value Backstop Forward Purchase Agreement Asset (Details) - Ocean Biomedical Inc [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance as of March 31, 2023	$ 24,672
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance as of March 31, 2023	24,672
Backstop Forward Purchase Agreement Asset [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance as of January 1, 2023
Initial measurement of Backstop Forward Purchase Asset	51,606
Adjustments resulting from changes in fair value	(26,934)
Balance as of March 31, 2023	$ 24,672

Schedule of Accounts Payable an

Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Total accounts payable and accrued expenses		$ 11,440	$ 6,562
Accounting and legal fees		10,250	5,931
Research and development		544	394
Other		646	$ 237
Ocean Biomedical Inc [Member]
Accounting and legal fees	$ 13,207	10,250
Research and development	545	544
Other	1,686	646
Total accounts payable and accrued expenses	$ 15,438	$ 11,440

Short-term Loan Agreements, C_2

Short-term Loan Agreements, Commitments and Contingencies (Details Narrative) - USD ($)									1 Months Ended		3 Months Ended		12 Months Ended
	Mar. 29, 2023	Mar. 28, 2023	Mar. 01, 2023	Feb. 14, 2023	Jan. 10, 2023	Nov. 18, 2022	Sep. 30, 2022	Apr. 22, 2022	Mar. 31, 2023	Apr. 30, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Feb. 15, 2023	Sep. 15, 2022	Feb. 28, 2022
Warrants and Rights Outstanding													$ 824,013
Fair value adjustment of warrants						$ 388,938							1,074,013
Gain (Loss) on Extinguishment of Debt											$ (13,595,000)
General and administrative expense											4,830,000	1,912,000	7,712,000	$ 28,412,000
Put Option [Member]
Fair value adjustment of warrants													250,000
Ocean Biomedical Inc [Member]
Debt Instrument, Face Amount																$ 2,100,000
Class of Warrant or Right, Exercise Price of Warrants or Rights															$ 10
Gain (Loss) on Extinguishment of Debt											(13,595,000)
License maintenance fees											3,000
Cost, Maintenance											15,000	$ 12,000
Ocean Biomedical Inc [Member] | Director And Officers [Member]
Total annual premiums				$ 1,200,000
Ocean Biomedical Inc [Member] | Director And Officers [Member] | Premiums Receivable [Member]
General and administrative expense											142,433
Ocean Biomedical Inc [Member] | Contingent Payable Based On Company [Member]
Contingent payments											13,700,000
Ocean Biomedical Inc [Member] | First Cumulative Capital [Member]
Contingent payments											50,000,000
Ocean Biomedical Inc [Member] | Contingent Compensation [Member]
Contingent payments											12,000,000
Ocean Biomedical Inc [Member] | Contingent Vendor Payments [Member]
Contingent payments											1,600,000
Ocean Biomedical Inc [Member] | Related Party Expense [Member]
Contingent payments											100,000
Ocean Biomedical Inc [Member] | Rhode Island Hospitallicense [Member]
Proceeds from License Fees Received											$ 3,000
Ocean Biomedical Inc [Member] | Second Street Capital Loans Two [Member]
Debt Instrument, Face Amount					$ 200,000
Debt Instrument, Description					The Company was originally required to repay the principal and accrued interest of the Second Street Loan 2 the earlier of (i) 5 business days after its next financing or closing of the Business Combination or (ii) February 15, 2023
Loan Processing Fee					$ 15,000								25,000
Minimum return assessment fee					35,000
Ocean Biomedical Inc [Member] | Second Street Capital Loans Two [Member] | Minimum [Member]
Increasing loan amount					200,000
Ocean Biomedical Inc [Member] | Second Street Capital Loans Two [Member] | Maximum [Member]
Increasing loan amount					400,000
Ocean Biomedical Inc [Member] | Second Street Loan And Second Street Capital Loans Two [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights									150,000		150,000
Class of Warrant or Right, Exercise Price of Warrants or Rights									$ 11.50		$ 11.50
Debt Instrument, Description			The Company was required to repay the principal and accrued interest of the Second Street Loan and Second Street Loan 2 the earlier of (i) 5 business days after its next financing or (ii) March 31, 2023. In consideration of the extension, the Company issued to Second Street Capital a warrant to purchase 75,000 shares of the Company’s common stock with an exercise price of $10.34 per share exercisable until March 31, 2028
Fair value adjustment of warrants											$ 524,400
Loan Processing Fee											$ 95,000
Ocean Biomedical Inc [Member] | Common Stock [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				511,712
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 8.06
Ocean Biomedical Inc [Member] | Common Stock [Member] | Second Street Loan And Second Street Capital Loans Two [Member]
Debt Instrument, Description									(i) 5 business days after the Company’s next financing or (ii) May 31, 2023. In addition, an additional warrant was issued to purchase 150,000 shares of the Company’s common stock with an exercise price of $11.50 and a loan fee of $95,000 was charged. The Company recognized as interest expense in Other income/(loss) $524,400 for the warrants issued based on the estimated fair value of the awards on the date of grant in its condensed consolidated financial statements for the three-months ended March 31, 2023
Second Street Capital L L C [Member]
Interest expense													170,255
Second Street Capital L L C [Member] | Put Option [Member]
Interest expense													$ 250,000
Second Street Capital L L C [Member] | Ocean Biomedical Inc [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights									75,000		75,000
Class of Warrant or Right, Exercise Price of Warrants or Rights								$ 6.22	$ 10.34		$ 10.34
Fair value adjustment of warrants											$ 698,320
Extension fee											75,000
Gain (Loss) on Extinguishment of Debt											239,025
Second Street Capital L L C [Member] | Ocean Biomedical Inc [Member] | Common Stock [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights							75,000
Debt Instrument, Description										The Company was originally required to repay the Second Street Loan 2 on the earlier of (i) 5 business days after the Company’s next financing or (ii) November 18, 2022. The Company recognized as interest expense in Other income/(loss) $388,938 in the second quarter of 2022 for the warrants issued based on the estimated fair value of the awards on the date of grant.
Fair value adjustment of warrants							$ 435,075
Second Street Capital Loans Two [Member] | Ocean Biomedical Inc [Member]
Proceeds from Issuance of Debt					$ 150,000
Mc Kra Investments I I I Loan [Member] | Ocean Biomedical Inc [Member]
Fair value adjustment of warrants		$ 789,400									1,417,551
Second Street Capital [Member] | Ocean Biomedical Inc [Member]
Interest expense											883,474
Loans Agreement [Member] | Second Street Capital L L C [Member] | Ocean Biomedical Inc [Member]
Debt Instrument, Face Amount								$ 200,000		$ 200,000							$ 600,000
Debt Instrument, Interest Rate, Stated Percentage										15%							15%
Class of Warrant or Right, Number of Securities Called by Warrants or Rights								62,500		62,500							312,500
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 3.74						$ 10.20	$ 11		$ 11							$ 11
Warrants and Rights Outstanding, Maturity Date							Sep. 30, 2026			Feb. 22, 2026							Feb. 22, 2026
Warrants and Rights Outstanding																	$ 250,000
Interest expense								$ 388,938
Loans Agreement [Member] | Second Street Capital L L C [Member] | Ocean Biomedical Inc [Member] | Put Option [Member]
Debt Instrument, Face Amount																	$ 250,000
Interest expense											250,000
Loans Agreement [Member] | Mc Kra Investments I I I Loan [Member] | Ocean Biomedical Inc [Member]
Debt Instrument, Face Amount		$ 1,000,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 10.34
Fair value adjustment of warrants		$ 789,400
Debt Instrument, Fee Amount		$ 150,000
Loans Arrangement [Member] | Second Street Capital L L C [Member] | Ocean Biomedical Inc [Member]
Debt Instrument, Face Amount	$ 700,000
Debt Instrument, Interest Rate, Stated Percentage	15%
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 10.34
Fair value adjustment of warrants	$ 748,200										698,320
Loan Processing Fee	150,000
Loan fee due maturity	105,000
Interest expense											49,880
Loans Arrangement [Member] | Second Street Capital L L C [Member] | Ocean Biomedical Inc [Member] | Maximum [Member]
Debt Instrument, Face Amount	$ 1,000,000
Loans Arrangement [Member] | Mc Kra Investments I I I Loan [Member] | Ocean Biomedical Inc [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		200,000
Fair value adjustment of warrants											719,231
Interest expense											70,169
License Agreements [Member] | Ocean Biomedical Inc [Member]
Initial license fees											67,000
License fees									$ 378,000		378,000
License Agreements [Member] | Ocean Biomedical Inc [Member] | Rhode Island License [Member]
Proceeds from License Fees Received											268,000
Proceeds from Fees Received											$ 110,000

Schedule of Common Stock Issued

Schedule of Common Stock Issued and Outstanding (Details) - shares	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Subsidiary or Equity Method Investee [Line Items]
Total	33,774,467	23,355,432		23,355,432
Ocean Biomedical Inc [Member]
Subsidiary or Equity Method Investee [Line Items]
Legacy Ocean equity holders	17,496,370		17,496,370
Retroactive application of recapitalization	5,859,062		5,859,062
Adjusted Legacy Ocean equity holders	23,355,432		23,355,432
Non-redeemed public stockholders	293,569
Backstop Forward Purchase Agreement	3,535,466
Backstop Forward Purchase Agreement-Subscription Agreement	1,350,000
Share Consideration Shares	1,200,000
Sponsor extension shares	1,365,000
Sponsor shares	2,625,000
Shares Modification Agreement	50,000
Total	33,774,467		23,355,432

Schedule of Assumptions Estimat

Schedule of Assumptions Estimate Fair Value (Details) - $ / shares											3 Months Ended
	Mar. 29, 2023	Mar. 28, 2023	Mar. 19, 2023	Feb. 15, 2023	Sep. 30, 2022	Apr. 22, 2022	Apr. 20, 2022	Apr. 20, 2022	Feb. 22, 2021	Feb. 22, 2021	Mar. 31, 2023	Feb. 10, 2023
Subsidiary or Equity Method Investee [Line Items]
Risk-free interest rate							2.10%			0.11%
Expected dividend yield
Expected terms in years							8 years			2 years
Expected volatility							75%			75%
Ocean Biomedical Inc [Member]
Subsidiary or Equity Method Investee [Line Items]
Risk-free interest rate	4%	4%	4%	4%	2.50%	2.10%		2.10%	0.11%		4%
Fair value of common stock of the Company	$ 6.77	$ 7.04	$ 7.17	$ 6.03	$ 10.20	$ 11		$ 11	$ 16.96		$ 6.64
Expected dividend yield
Expected terms in years	5 years	5 years	5 years	5 years	4 years	4 years		8 years	2 years		5 years
Expected volatility	75%	75%	75%	75%	75%	75%		75%	75%		75%
Share issued price per share											$ 18	$ 20
Ocean Biomedical Inc [Member] | Non Statutory Stock Option [Member]
Subsidiary or Equity Method Investee [Line Items]
Risk-free interest rate				4%
Fair value of common stock of the Company				$ 6.03
Expected dividend yield
Expected terms in years				6 years 6 months
Expected volatility				75%

Schedule of Stock Based Compens

Schedule of Stock Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Subsidiary or Equity Method Investee [Line Items]
Research and development expense	$ 393	$ 3,198	$ 8,409	$ 33,933
General and administrative expense	4,830	1,912	7,712	28,412
Total stock-based compensation expense	646	4,543	$ 12,378	$ 56,550
Non Employee Directors [Member] | Ocean Biomedical Inc [Member]
Subsidiary or Equity Method Investee [Line Items]
Research and development expense		3,186
General and administrative expense	646	1,357
Total stock-based compensation expense	$ 646	$ 4,543

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Mar. 29, 2023

Mar. 28, 2023

Mar. 22, 2023

Mar. 19, 2023

Feb. 14, 2023

Nov. 18, 2022

Sep. 30, 2022

Apr. 22, 2022

Apr. 20, 2022

Feb. 02, 2022

Feb. 01, 2022

Jan. 19, 2022

Feb. 22, 2021

Jan. 02, 2019

Sep. 30, 2022

Mar. 31, 2021

Feb. 28, 2021

Dec. 31, 2020

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Mar. 01, 2023

Feb. 15, 2023

Feb. 10, 2023

Sep. 15, 2022

Apr. 30, 2022

Feb. 28, 2022

Subsidiary or Equity Method Investee [Line Items]

Common stock shares authorized

300,000,000

180,564,262

180,564,262

Common Stock, Par or Stated Value Per Share

$ 0.0001

$ 0.0001

$ 0.000001

Common Stock, Shares, Issued

33,774,467

23,355,432

23,355,432

Number of shares issued

17,454,542

17,496,370

Stock Issued During Period, Value, New Issues

$ 1,017,000

Share-based payment arrangement, nonvested award, cost not yet recognized, amount

$ 0

Fair value adjustment of warrants

$ 388,938

1,074,013

Common Stock [Member]

Subsidiary or Equity Method Investee [Line Items]

Number of shares issued

41,828

Stock Issued During Period, Value, New Issues

Put Option [Member]

Subsidiary or Equity Method Investee [Line Items]

Fair value adjustment of warrants

250,000

Poseidon Bio L L C [Member]

Subsidiary or Equity Method Investee [Line Items]

Equity Method Investment, Ownership Percentage

100%

Second Street Capital L L C [Member]

Subsidiary or Equity Method Investee [Line Items]

Interest expense

$ 170,255

Purchase of warrant shares

450,000

Second Street Capital L L C [Member] | Put Option [Member]

Subsidiary or Equity Method Investee [Line Items]

Interest expense

$ 250,000

Ocean Biomedical Inc [Member]

Subsidiary or Equity Method Investee [Line Items]

Common stock shares authorized

300,000,000

Common Stock, Shares, Issued

33,774,467

23,355,432

Stockholders' Equity Note, Stock Split

28-for-29 reverse stock split

6-for-7 reverse stock split

8-for-11 reverse stock split

Shares issued, price per share

$ 18

$ 20

Share-based payment arrangement, amount capitalized

$ 68,900,000

$ 61,100,000

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures

3,080,000

Profit for Interest

$ 7.03

$ 22.26

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares

25,500

Share-based payment arrangement, nonvested award, cost not yet recognized, amount

2,200,000

$ 7,500,000

Warrant exercise price per share

$ 10

Recognized compensation costs

$ 583,500

Share based compensation arrangement by share based payment award weighted average period

2 years 10 months 24 days

Debt Instrument, Face Amount

$ 2,100,000

Redemption price per share

$ 0.01

Ocean Biomedical Inc [Member] | Private Placement [Member]

Subsidiary or Equity Method Investee [Line Items]

Sale of stock price per share

$ 1

Ocean Biomedical Inc [Member] | Common Stock [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 8.06

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

511,712

Number of shares issued

105,572

Ocean Biomedical Inc [Member] | Common Stock [Member] | IPO [Member]

Subsidiary or Equity Method Investee [Line Items]

Sale of stock price per share

$ 11.50

Ocean Biomedical Inc [Member] | Warrant [Member] | IPO [Member]

Subsidiary or Equity Method Investee [Line Items]

Number of shares issued

5,250,000

Warrant exercise price per share

$ 10

Purchase of warrant shares

5,411,000

Ocean Biomedical Inc [Member] | Warrant [Member] | Maximum [Member] | IPO [Member]

Subsidiary or Equity Method Investee [Line Items]

Number of shares issued

5,250,000

Purchase of warrant shares

5,411,000

Ocean Biomedical Inc [Member] | Second Street Loan And Second Street Loan Two [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 10.20

$ 10.20

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

75,000

75,000

Fair value adjustment of warrants

$ 883,474

Ocean Biomedical Inc [Member] | Second Street Loan And Second Street Loan Two [Member] | Common Stock [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 10.34

Ocean Biomedical Inc [Member] | Equity Option [Member]

Subsidiary or Equity Method Investee [Line Items]

Recognized compensation costs

$ 645,623

Ocean Biomedical Inc [Member] | Board Of Directors [Member]

Subsidiary or Equity Method Investee [Line Items]

Option to purchase shares

75,000

Ocean Biomedical Inc [Member] | Two Thousand Twenty Two Stock Option And Incentive Plan [Member]

Subsidiary or Equity Method Investee [Line Items]

Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period

4,360,000

Ocean Biomedical Inc [Member] | Two Thousand Twenty Two Employee Stock Purchase Plan [Member]

Subsidiary or Equity Method Investee [Line Items]

Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant

2,180,000

Ocean Biomedical Inc [Member] | Subscription Agreement [Member]

Subsidiary or Equity Method Investee [Line Items]

Number of shares issued

1,350,000

Stock Issued During Period, Value, New Issues

$ 14,260,404

Shares issued, price per share

$ 10.56

Ocean Biomedical Inc [Member] | Modification Agreement [Member]

Subsidiary or Equity Method Investee [Line Items]

Number of shares issued

50,000

50,000

Sale of stock price per share

$ 7.16

Share-based payment arrangement, amount capitalized

$ 358,000,000,000

$ 358,000

Ocean Biomedical Inc [Member] | Special Forces F Nine Warrants [Member]

Subsidiary or Equity Method Investee [Line Items]

Number of shares issued

150,000

Ocean Biomedical Inc [Member] | Loans [Member] | Second Street Loan And Second Street Loan Two [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 5.80

$ 5.80

Ocean Biomedical Inc [Member] | Loans [Member] | Second Street Loan And Second Street Loan Two [Member] | Common Stock [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 3.19

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

75,000

Ocean Biomedical Inc [Member] | Loans Agreement [Member] | Second Street Loan And Second Street Loan Two [Member]

Subsidiary or Equity Method Investee [Line Items]

Shares issued, price per share

$ 3.50

Interest expense

$ 435,075

$ 239,025

Ocean Biomedical Inc [Member] | Warrant Exchange Agreement [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 7.47

Ocean Biomedical Inc [Member] | Warrant Exchange Agreement [Member] | Common Stock [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 8.06

Number of warrant exercise share

511,712

Number of shares issued

102,342

Ocean Biomedical Inc [Member] | Loans Arrangement [Member] | Second Street Loan And Second Street Loan Two [Member]

Subsidiary or Equity Method Investee [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

150,000

Ocean Biomedical Inc [Member] | Loans Arrangement [Member] | Second Street Loan And Second Street Loan Two [Member] | Common Stock [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 11.50

Interest expense

$ 524,400

Ocean Biomedical Inc [Member] | Loans Arrangement [Member] | Second Street Warrants [Member] | Common Stock [Member]

Subsidiary or Equity Method Investee [Line Items]

Interest expense

$ 813,305

Ocean Biomedical Inc [Member] | Accredited Investors [Member]

Subsidiary or Equity Method Investee [Line Items]

Stock Issued During Period, Value, New Issues

$ 1,000,000

Ocean Biomedical Inc [Member] | Non Employee Directors [Member]

Subsidiary or Equity Method Investee [Line Items]

Share-based payment arrangement, nonvested award, cost not yet recognized, amount

2,200,000

Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price

$ 3.73

Recognized compensation costs

$ 62,000

Share based compensation arrangement by share based payment award weighted average period

2 years 10 months 24 days

Ocean Biomedical Inc [Member] | Special Forces F Nine Warrants [Member] | Loans [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 11.50

Ocean Biomedical Inc [Member] | Special Forces F Nine Warrants [Member] | Loans Agreement [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

3.89

Ocean Biomedical Inc [Member] | Second Street Capital L L C [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 6.22

$ 10.34

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

75,000

Fair value adjustment of warrants

$ 698,320

Ocean Biomedical Inc [Member] | Second Street Capital L L C [Member] | Common Stock [Member]

Subsidiary or Equity Method Investee [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

75,000

75,000

Fair value adjustment of warrants

$ 435,075

Ocean Biomedical Inc [Member] | Second Street Capital L L C [Member] | Loans Agreement [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 3.74

$ 10.20

$ 11

$ 10.20

$ 11

$ 11

Debt Instrument, Face Amount

$ 200,000

$ 200,000

$ 600,000

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

62,500

62,500

312,500

Warrants and Rights Outstanding, Maturity Date

Sep. 30, 2026

Sep. 30, 2026

Feb. 22, 2026

Feb. 22, 2026

Interest expense

$ 388,938

Ocean Biomedical Inc [Member] | Second Street Capital L L C [Member] | Loans Agreement [Member] | Put Option [Member]

Subsidiary or Equity Method Investee [Line Items]

Debt Instrument, Face Amount

$ 250,000

Interest expense

250,000

Ocean Biomedical Inc [Member] | Second Street Capital L L C [Member] | Loans Arrangement [Member]

Subsidiary or Equity Method Investee [Line Items]

Warrant exercise price per share

$ 10.34

Debt Instrument, Face Amount

$ 700,000

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

200,000

Interest expense

49,880

Fair value adjustment of warrants

$ 748,200

698,320

Ocean Biomedical Inc [Member] | Second Street Capital L L C [Member] | Loans Arrangement [Member] | Maximum [Member]

Subsidiary or Equity Method Investee [Line Items]

Debt Instrument, Face Amount

$ 1,000,000

Ocean Biomedical Inc [Member] | Second Street Capital Loans [Member] | Loans Agreement [Member] | Put Option [Member]

Subsidiary or Equity Method Investee [Line Items]

Debt Instrument, Face Amount

$ 250,000

Ocean Biomedical Inc [Member] | Mc Kra Investments I I I Loan [Member]

Subsidiary or Equity Method Investee [Line Items]

Fair value adjustment of warrants

$ 789,400

1,417,551

Ocean Biomedical Inc [Member] | Mc Kra Investments I I I Loan [Member] | Loans Agreement [Member]

Subsidiary or Equity Method Investee [Line Items]

Shares issued, price per share

$ 3.95

Warrant exercise price per share

$ 10.34

Debt Instrument, Face Amount

$ 1,000,000

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

200,000

Fair value adjustment of warrants

$ 789,400

Ocean Biomedical Inc [Member] | Mc Kra Investments I I I Loan [Member] | Loans Arrangement [Member]

Subsidiary or Equity Method Investee [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

200,000

Interest expense

70,169

Fair value adjustment of warrants

$ 719,231

Ocean Biomedical Inc [Member] | Founder Shares [Member]

Subsidiary or Equity Method Investee [Line Items]

Common stock shares authorized

180,564,262,000,000

Common Stock, Par or Stated Value Per Share

$ 0.0001

$ 0.0001

Common Stock, Shares, Issued

17,454,542

Ocean Biomedical Inc [Member] | Founder Shares [Member] | Poseidon Bio L L C [Member]

Subsidiary or Equity Method Investee [Line Items]

Equity Method Investment, Ownership Percentage

68%

Ocean Biomedical Inc [Member] | Founder Shares [Member] | Poseidon Bio L L C [Member]

Subsidiary or Equity Method Investee [Line Items]

Number of shares issued

342,244

Ocean Biomedical Inc [Member] | Founder Shares [Member] | Poseidon Bio L L C [Member]

Subsidiary or Equity Method Investee [Line Items]

Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest

100%

100%

Schedule of Other Income Expens

Schedule of Other Income Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Interest expense, including warrant issuances and amortization of debt issuance costs	$ (1,543)	$ (266)
Loss on extinguishment of debt	(13,595)
Transaction costs	(7,429)
Other income/(loss)	(62,178)	(265)	$ (1,238)	$ 1
Ocean Biomedical Inc [Member]
Interest expense, including warrant issuances and amortization of debt issuance costs	(1,543)	(266)
Loss on stock issuance share consideration	(12,676)
Loss on extinguishment of debt	(13,595)
Transaction costs	(7,429)
Loss on Backstop Forward Purchase Agreement asset	(26,934)
Gain/(loss) on Foreign Currency	(1)	1
Other income/(loss)	$ (62,178)	$ (265)

Schedule of Earnings Per Share,

Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Income/(loss) available to common stockholders per share:
Net loss	$ (67,401)	$ (5,375)	$ (17,359)	$ (62,344)
Weighted average common shares outstanding:
Basic and diluted	24,822,033	23,355,432	23,355,432	23,334,235
Net loss per share – basic and diluted	$ (2.72)	$ (0.23)	$ (0.74)	$ (2.67)
Ocean Biomedical Inc [Member]
Income/(loss) available to common stockholders per share:
Net loss	$ (67,401)	$ (5,375)
Weighted average common shares outstanding:
Basic and diluted	24,822,033	23,355,432
Net loss per share – basic and diluted	$ (2.72)	$ (0.23)

License Agreements (Details Nar

License Agreements (Details Narrative) - USD ($)

3 Months Ended

12 Months Ended

Jun. 30, 2023

Apr. 01, 2023

Sep. 13, 2022

Jul. 02, 2022

Apr. 14, 2022

Aug. 31, 2021

Jan. 25, 2021

Jan. 24, 2021

Jun. 25, 2020

Apr. 15, 2020

Mar. 31, 2023

Dec. 31, 2022

Sep. 12, 2022

Ocean Biomedical Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

License agreement, description

the Company is required to pay Elkurt between 0.5% to 1.5% of net sales based on the terms of each Initial Brown License Agreement. 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%

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

Initial Brown License Agreement [Member] | Ocean Biomedical Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

[custom:LicenseMaintenanceFee]

$ 67,000

Debt Instrument, Interest Rate, Stated Percentage

1%

Annual license maintenance fee

$ 12,000

License fee

268,000

Patent expenses

345,437

Payment for patent expenses

297,700

Initial Brown License Agreement [Member] | Ocean Biomedical Inc [Member] | Minimum [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Developmental and commercialization milestone payment

50,000

Initial Brown License Agreement [Member] | Ocean Biomedical Inc [Member] | Maximum [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Developmental and commercialization milestone payment

250,000

Initial Brown License Agreement [Member] | Ocean Biomedical Inc [Member] | January One Twenty Twenty Two To January One Twenty Twenty Eight [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Annual license maintenance fee

$ 3,000

Initial Brown License Agreement [Member] | Ocean Biomedical Inc [Member] | January One Twenty Twenty Eight And Thereafter [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Annual license maintenance fee

$ 4,000

Brown Anti PfGARP Small Molecules License Agreement [Member] | Ocean Biomedical Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

[custom:LicenseMaintenanceFee]

$ 70,000

Sublicensing fee

$ 100,000

Brown Anti PfGARP Small Molecules License Agreement [Member] | Ocean Biomedical Inc [Member] | Forecast [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

[custom:LicenseMaintenanceFee]

$ 35,000

Brown Anti PfGARP Small Molecules License Agreement [Member] | Ocean Biomedical Inc [Member] | Minimum [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Developmental and commercialization milestone payment

50,000

Brown Anti PfGARP Small Molecules License Agreement [Member] | Ocean Biomedical Inc [Member] | Maximum [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Developmental and commercialization milestone payment

250,000

Brown Anti PfGARP Small Molecules License Agreement [Member] | Ocean Biomedical Inc [Member] | September Thirteen Twenty Twenty Three To September Thirteen Twenty Twenty Seven [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Annual license maintenance fee

3,000

Brown Anti PfGARP Small Molecules License Agreement [Member] | Ocean Biomedical Inc [Member] | September ThirteenTwenty Twenty Seven And Thereafter [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Annual license maintenance fee

$ 4,000

Rhode Island Agreement [Member] | Ocean Biomedical Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

[custom:LicenseMaintenanceFee]

$ 110,000

Annual license maintenance fee

$ 3,000

License agreement, description

Either party may terminate the Rhode Island 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

License fee

$ 110,000

Patent expenses

432,393

Payment for patent expenses

$ 131,986

Rhode Island Agreement [Member] | Ocean Biomedical Inc [Member] | Minimum [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Developmental and commercialization milestone payment

$ 50,000

Rhode Island Agreement [Member] | Ocean Biomedical Inc [Member] | Maximum [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Developmental and commercialization milestone payment

250,000

Rhode Island Agreement [Member] | Ocean Biomedical Inc [Member] | January One Twenty Twenty Two To January One Twenty Twenty Eight [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Annual license maintenance fee

3,000

Rhode Island Agreement [Member] | Ocean Biomedical Inc [Member] | January One Twenty Twenty Eight And Thereafter [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Annual license maintenance fee

$ 4,000

Stanford University Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

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.

Patent reimbursement expenses

$ 23,247

Patent reimbursement expenses paid

18,527

Accounts payable related parties

$ 100,000

Option expire date

Oct. 14, 2022

Brown License Agreement [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

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%

Patent reimbursement expenses

340,190

Patent reimbursement expenses paid

297,700

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] | Minimum [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Milestone payment

$ 50,000

Brown License Agreement [Member] | Maximum [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Milestone payment

250,000

Brown License Agreement [Member] | January One Two Thousand Twenty Seven [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

License maintanence fees

3,000

Brown License Agreement [Member] | January One Two Thousand Twenty Eight [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

License maintanence fees

$ 4,000

Small Molecules License Agreement [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

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] | Forecast [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

License fees

$ 35,000

$ 35,000

Small Molecules License Agreement [Member] | Minimum [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Milestone payment

50,000

Small Molecules License Agreement [Member] | Maximum [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Milestone payment

250,000

Small Molecules License Agreement [Member] | September Thirteen Two Thousand Twenty Seven [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

License maintanence fees

3,000

Small Molecules License Agreement [Member] | There After [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

License maintanence fees

$ 4,000

Rhode Island License Agreement [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

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%

Patent reimbursement expenses

386,598

Patent reimbursement expenses paid

131,986

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] | Minimum [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Milestone payment

$ 50,000

Rhode Island License Agreement [Member] | Maximum [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Milestone payment

250,000

Rhode Island License Agreement [Member] | Beginning On January One Two Thousand Twenty Two [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

License maintanence fees

3,000

Rhode Island License Agreement [Member] | Therafter Until January One Two Thousand Twenty Eight [Member] | Elkurt Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

License maintanence fees

$ 4,000

Teton License Agreement [Member] | Teton Therapeutics Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

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 ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
C M O Agreement [Member] | Ocean Biomedical Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Development and manufacturing expenses	$ 544,592
Development And Manufacturing Services Agreement [Member] | Lonza A G [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Value issued for services		$ 543,691

Related Parties Transactions (D

Related Parties Transactions (Details Narrative) - USD ($)			3 Months Ended		12 Months Ended
	Jul. 02, 2022	Jan. 24, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	May 19, 2023	May 15, 2023	Sep. 15, 2022	Jan. 25, 2021
Related Party Transaction [Line Items]
General and Administrative Expense			$ 4,830,000	$ 1,912,000	$ 7,712,000	$ 28,412,000
Founder And Executive Chairman [Member]
Related Party Transaction [Line Items]
Accounts payable					92,919	93,769
Reduction of actual state taxes paid by company					850
R J S Consulting L L C [Member]
Related Party Transaction [Line Items]
Accounts payable					142,500	142,500
Ocean Biomedical Inc [Member]
Related Party Transaction [Line Items]
Debt face amount									$ 2,100,000
Business combination interest rate									8%
Ocean Biomedical Inc [Member] | Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
General and Administrative Expense			92,919			$ 93,769
Increase (Decrease) in Due to Related Parties			850
Ocean Biomedical Inc [Member] | Related Party [Member] | Elkurt Inc [Member]
Related Party Transaction [Line Items]
Patent expenses			42,727
Due to related party			327,737
Annual license maintenance fee			12,000
Ocean Biomedical Inc [Member] | Related Party [Member] | Elkurt Inc [Member] | General and Administrative Expense [Member]
Related Party Transaction [Line Items]
Patent expenses			47,737
Ocean Biomedical Inc [Member] | Related Party [Member] | Elkurt Inc [Member] | Research and Development Expense [Member]
Related Party Transaction [Line Items]
License maintenance fee			268,000
Ocean Biomedical Inc [Member] | Related Party [Member] | Chief Accounting Officer [Member]
Related Party Transaction [Line Items]
Due to related party			117,500		142,500
Ocean Biomedical Inc [Member] | Related Party [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Due to related party			1,550,000				$ 1,050,000	$ 500,000
Initial Brown License Agreement [Member] | Ocean Biomedical Inc [Member]
Related Party Transaction [Line Items]
Patent expenses			345,437
Payment for patent expenses			297,700
Annual license maintenance fee			12,000
License maintenance fee	$ 67,000
Rhode Island Agreement [Member] | Ocean Biomedical Inc [Member]
Related Party Transaction [Line Items]
Patent expenses			432,393
Payment for patent expenses			131,986
Annual license maintenance fee			3,000
License maintenance fee		$ 110,000
Rhode Island Agreement [Member] | Ocean Biomedical Inc [Member] | Related Party [Member] | Elkurt Inc [Member]
Related Party Transaction [Line Items]
Due to related party			$ 300,407
Brown License Agreement [Member] | Elkurt Inc [Member]
Related Party Transaction [Line Items]
Due to related party					54,490
Patent reimbursement expenses					340,190
Patent reimbursement expenses paid					297,700
License maintanence fees	$ 67,000				12,000
Accounts payable					42,727
Brown License Agreement [Member] | General and Administrative Expense [Member] | Elkurt Inc [Member]
Related Party Transaction [Line Items]
Patent reimbursement expenses					42,490
Brown License Agreement [Member] | Research and Development Expense [Member] | Elkurt Inc [Member]
Related Party Transaction [Line Items]
License maintanence fees					12,000
Rhode Island License Agreement [Member] | Elkurt Inc [Member]
Related Party Transaction [Line Items]
Patent reimbursement expenses					386,598
Patent reimbursement expenses paid					131,986
Accounts payable					$ 254,612					$ 110,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

May 19, 2023

May 15, 2023

May 12, 2023

Apr. 22, 2023

Apr. 19, 2023

Apr. 18, 2023

Apr. 14, 2023

Mar. 29, 2023

Mar. 28, 2023

Feb. 14, 2023

Feb. 14, 2023

Feb. 13, 2023

Feb. 13, 2023

Feb. 12, 2023

Feb. 10, 2023

Jan. 11, 2023

Jan. 10, 2023

Dec. 13, 2022

Sep. 07, 2022

Aug. 31, 2022

Aug. 31, 2022

Jan. 02, 2019

Apr. 30, 2023

Sep. 30, 2022

May 31, 2022

Apr. 30, 2022

Mar. 31, 2023

Mar. 31, 2022

Nov. 18, 2023

Dec. 31, 2022

Dec. 31, 2021

May 23, 2023

Feb. 15, 2023

Sep. 15, 2022

Apr. 22, 2022

Feb. 28, 2022

Net proceeds

$ 14,260,000

$ 1,017,000

Stock issued during period shares new issues

17,454,542

17,496,370

Issuance of common stock

$ 1,017,000

Second Street Capital L L C [Member]

Warrants to purchase common stock

450,000

Loan Agreement [Member]

Debt instrument, interest rate, stated percentage

15%

Warrants to purchase common stock

312,500

Borrowings

$ 600,000

Warrants exercise price

$ 11

Loan Agreement [Member] | Second Street Capital L L C [Member]

Warrants to purchase common stock

62,500

312,500

Warrants exercisble date

Feb. 22, 2026

Feb. 22, 2026

Borrowings

$ 600,000

Warrants exercise price

$ 11

Vellar Backstop Agreement [Member] | Aesther Healthcare Acquisition Corp [Member]

Sale of transaction, shares

4,000,000

Subsequent Event [Member]

Proceeds from issuance of debt

$ 150,000

Warrants to purchase common stock

511,712

511,712

Warrants exercise price

$ 8.06

$ 8.06

Subsequent Event [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] | Common Class A [Member]

Number of common stock for acquisition

2,625,000

Subsequent Event [Member] | Common Class B [Member]

Number of common stock for acquisition

2,625,000

Subsequent Event [Member] | Second Street Capital L L C [Member]

Shares issued, price per share

$ 10.34

Warrants to purchase common stock

75,000

Warrants exercisble date

Mar. 27, 2028

Mar. 31, 2028

Extension fee

$ 75,000

Subsequent Event [Member] | Mc Kra Investments I I I [Member]

Warrants to purchase common stock

200,000

Borrowings

$ 1,000,000

Warrants exercise price

$ 10.34

Repayment of loan

$ 150,000

Subsequent Event [Member] | New Ocean Biomedical Inc [Member]

Stock issued during period shares new issues

2,000,000

Average daily trading volume

67%

Warrants to purchase common stock

102,342

102,342

Warrants exercise price

$ 7.47

$ 7.47

Number of shares issued

19,000,000

Subsequent Event [Member] | New Ocean Biomedical Inc [Member] | Sponsor [Member]

Number of shares issued

1,000,000

Subsequent Event [Member] | Aesther Healthcare Acquisition Corp [Member] | Common Class A [Member] | Sponsor [Member]

Number of common stock for acquisition

1,365,000

Subsequent Event [Member] | Second Street Loan Two [Member]

Loan fee

15,000

Minimum return assessment fee

35,000

Repayment for loans payable

200,000

Subsequent Event [Member] | Second Street Loan Two [Member] | Minimum [Member]

Loans payable

200,000

Subsequent Event [Member] | Second Street Loan Two [Member] | Maximum [Member]

Loans payable

$ 400,000

Subsequent Event [Member] | Loan Agreement [Member] | Second Street Capital L L C [Member]

Debt instrument, interest rate, stated percentage

15%

Loan fee

$ 150,000

Warrants to purchase common stock

200,000

Borrowings

$ 1,000,000

Warrants exercise price

$ 10.34

Warrants term

5 years

Subsequent Event [Member] | Vellar Backstop Agreement [Member]

Stock issued during period shares new issues

8,000,000

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.

Issuance of common stock

$ 80,000,000

Subsequent Event [Member] | Vellar Backstop Agreement [Member] | Last Ten Trading Days [Member]

Shares issued, price per share

$ 10.34

Subsequent Event [Member] | Vellar Backstop Agreement [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

Subsequent Event [Member] | Vellar Backstop Agreement [Member] | New Ocean Biomedical Inc [Member]

Shares issued, price per share

$ 2.50

Payments for repurchase of equity

$ 3,000,000

Subsequent Event [Member] | Vellar Backstop Agreement [Member] | Minimum [Member]

Stock issued during period shares new issues

6,000,000

Subsequent Event [Member] | Vellar Backstop Agreement [Member] | Maximum [Member]

Stock issued during period shares new issues

8,000,000

Subsequent Event [Member] | Meteora Agreement [Member]

Stock issued during period shares new issues

2,666,667

Subsequent Event [Member] | Polar Agreement [Member]

Stock issued during period shares new issues

2,000,000

Subsequent Event [Member] | Subscription Agreement [Member]

Stock issued during period shares new issues

1,350,000

Shares issued, price per share

$ 10.56

10.56

Issuance of common stock

$ 14,260,404

Subsequent Event [Member] | Business Combination Agreement [Member] | Common Class A [Member]

Shares issued, price per share

$ 10

$ 10

Number of common stock for acquisition

23,355,432

Number of common stock for acquisition, value

$ 233,554,320

Subsequent Event [Member] | Backstop Agreement [Member] | Common Class A [Member] | Ocean Biomedical Inc [Member]

Stock issued during period shares new issues

75,000,000

Subsequent Event [Member] | New Ocean Biomedical Inc [Member]

Debt instrument, interest rate, effective percentage

9.99%

9.99%

Ocean Biomedical Inc [Member]

Debt Instrument, Face Amount

$ 2,100,000

Shares issued, price per share

$ 20

$ 18

Warrants exercise price

$ 10

Ocean Biomedical Inc [Member] | Sponsor [Member]

Debt instrument, interest rate, stated percentage

8%

8%

Debt imnstrument description

(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 NPIC Lender making the loan available to Sponsor, Sponsor agreed to transfer 10 Shares of Class B common stock to NPIC Lender for each $10 multiple of the NPIC Funded Amounts

(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 Lenders making the loan available to Sponsor, Sponsor agreed to transfer between 1 and 2.5 shares of Class B common stock to Lenders for each $10 multiple of the Funded Amounts

Borrowings

$ 1,050,000

$ 1,050,000

Ocean Biomedical Inc [Member] | Common Class A [Member]

Stock issued during period shares new issues

10,600,000

Shares issued, price per share

$ 10

$ 10

Number of common stock for acquisition

5,570,965

Ocean Biomedical Inc [Member] | Common Class A [Member] | Sponsor [Member]

Stock issued during period shares new issues

1,365,000

Ocean Biomedical Inc [Member] | Common Class B [Member]

Stock issued during period shares new issues

2,625,000

Ocean Biomedical Inc [Member] | Second Street Capital L L C [Member]

Warrants exercise price

$ 10.34

$ 6.22

Ocean Biomedical Inc [Member] | Maximum [Member]

Debt instrument, interest rate, effective percentage

9%

Ocean Biomedical Inc [Member] | Common Stock Purchase Agreement [Member]

Issuance of common stock

$ 75,000,000

Ocean Biomedical Inc [Member] | Meteora Agreement [Member]

Stock issued during period shares new issues

2,666,667

Ocean Biomedical Inc [Member] | Subscription Agreement [Member]

Stock issued during period shares new issues

1,350,000

Shares issued, price per share

10.56

$ 10.56

Issuance of common stock

$ 14,260,404

Ocean Biomedical Inc [Member] | Business Combination Agreement [Member]

Stock issued during period shares new issues

1,365,000

Ocean Biomedical Inc [Member] | Backstop Agreement [Member]

Stock issued during period shares new issues

1,350,000

Ocean Biomedical Inc [Member] | Subsequent Event [Member]

Stock issued during period shares new issues

13,257

Debt Instrument, Periodic Payment, Principal

$ 1,000,000

Debt Instrument, Periodic Payment

2,500,000

Debt Instrument, Annual Principal Payment

$ 1,500,000

Maturity consideration

$ 6,667,667

Ocean Biomedical Inc [Member] | Subsequent Event [Member] | Dr Chirinjeev Kathuria [Member]

Debt instrument, interest rate, effective percentage

115%

Ocean Biomedical Inc [Member] | Subsequent Event [Member] | Common Stock Purchase Agreement [Member]

Stock issued during period shares new issues

75,000

Ocean Biomedical Inc [Member] | Subsequent Event [Member] | Loan Modification Agreement [Member]

Stock issued during period shares new issues

50,000

50,000

50,000

Ocean Biomedical Inc [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member]

Convertible Debt

$ 27,000,000

Debt Instrument, Face Amount

$ 7,560,000

Conversion of Stock, Shares Issued

552,141

Shares issued, price per share

$ 11.50

Debt Instrument, Maturity Date

May 24, 2023

Debt instrument, interest rate, stated percentage

8%

Proceeds from Issuance of Warrants

$ 8,640,000

Second additional closing

$ 10,800,000

Common Stock [Member]

Stock issued during period shares new issues

41,828

Issuance of common stock

Common Stock [Member] | Backstop Agreement [Member]

Shares issued, price per share

$ 10.34

Common Stock [Member] | Ocean Biomedical Inc [Member]

Sale of transaction, shares

105,572

Warrants exercise price

$ 8.06

$ 8.06

Common Stock [Member] | Ocean Biomedical Inc [Member] | Second Street Capital L L C [Member]

Debt imnstrument description

The Company was originally required to repay the Second Street Loan 2 on the earlier of (i) 5 business days after the Company’s next financing or (ii) November 18, 2022. The Company recognized as interest expense in Other income/(loss) $388,938 in the second quarter of 2022 for the warrants issued based on the estimated fair value of the awards on the date of grant.

Common Stock [Member] | Ocean Biomedical Inc [Member] | Subsequent Event [Member]

Net proceeds

$ 1,100,000

Average daily trading volume

19.99%

Conversion stock description

The interest rate applicable to each Note is, as of any date of determination, the lesser of (I) eight percent (8%) per annum and (II) the greater of (x) five percent (5%) per annum and (y) the sum of (A) the “secured overnight financing rate,” which from time to time is published in the “Money Rates” column of The Wall Street Journal (Eastern Edition, New York Metro), in effect as of such date of determination and (B) two percent (2%) per annum; provided, further, that each of the forgoing rates shall be subject to adjustment from time to time in accordance with the SPA. Each Note will mature on the first anniversary of its issuance (the “Maturity Date”). Additionally, each Note is required to be senior to all the Company’s other indebtedness, other than certain permitted indebtedness. The Notes will be secured by all the Company’s existing and future assets (including those of the Company’s significant subsidiaries). Upon the occurrence of certain events, the Notes will be payable in monthly installments. A noteholder may, at its election, defer the payment of all or any portion of the installment amount due on any installment date to another installment payment date

Conversion stock per share

$ 10.34

Debt instrument, interest rate, effective percentage

9.99%

Debt imnstrument description

(i) the product of (w) 115% multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) 115% multiplied by (y) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest closing sale price of the shares of the Company’s common stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date the holder delivers the Change of Control redemption notice by (II) the Alternate Conversion Price then in effect and (iii) the product of (y) 115% multiplied by (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of the Company’s common stock to be paid to the Company’s stockholders upon consummation of such Change of Control divided by (II) the Conversion Price then in effect

Common Stock [Member] | Ocean Biomedical Inc [Member] | Subsequent Event [Member] | Dr Chirinjeev Kathuria [Member]

Debt instrument, interest rate, effective percentage

115%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)				12 Months Ended
	Dec. 30, 2022	Nov. 18, 2022	Jan. 02, 2022	Dec. 31, 2022	Sep. 30, 2022	May 31, 2022	Feb. 28, 2022
Product Liability Contingency [Line Items]
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
Minimum [Member]
Product Liability Contingency [Line Items]
Cumulative capital raise				50,000,000
License and Maintenance [Member]
Product Liability Contingency [Line Items]
Annual license maintenance fees			$ 3,000	12,000
Put Option [Member]
Product Liability Contingency [Line Items]
Warrant expense				250,000
Loan Agreement [Member]
Product Liability Contingency [Line Items]
Borrowings							$ 600,000
Interest rate							15%
Warrants to purchase shares							312,500
Class of Warrant or Right, Exercise Price of Warrants or Rights							$ 11
Warrant issued							$ 250,000
Loan Agreement [Member] | Put Option [Member]
Product Liability Contingency [Line Items]
Warrant expense		$ 250,000
Second Loan Agreement [Member]
Product Liability Contingency [Line Items]
Borrowings						$ 200,000
Interest rate						15%
Warrants to purchase shares	75,000				75,000	62,500
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 10.20	$ 11
Warrants to purchase shares				$ 435,075
Extended maturity date	maturity date to February 15, 2023
Loan fee	$ 75,000

Schedule of Fair Value of Profi

Schedule of Fair Value of Profits Interests (Details) - $ / shares	Apr. 20, 2022	Feb. 22, 2021
Equity [Abstract]
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) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Total stock-based compensation expense	$ 12,378	$ 56,550
Research and Development Expense [Member]
Total stock-based compensation expense	8,231	33,580
General and Administrative Expense [Member]
Total stock-based compensation expense	$ 4,147	$ 22,970

Stockholders_ Deficit (Details

Stockholders’ Deficit (Details Narrative) - USD ($)

1 Months Ended

12 Months Ended

Dec. 30, 2022

Nov. 18, 2022

Apr. 20, 2022

Feb. 02, 2022

Feb. 01, 2022

Jan. 19, 2022

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

Nov. 18, 2023

Dec. 31, 2022

Dec. 31, 2021

Mar. 31, 2023

Dec. 31, 2020

Capital Unit [Line Items]

Voting power, description

The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders

Shares authorized

180,564,262

180,564,262

300,000,000

Common stock par value

$ 0.0001

$ 0.000001

$ 0.0001

Issuance of common stock, shares

17,454,542

17,496,370

Issuance of common stock

$ 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

Warrant expense

$ 388,938

1,074,013

Warrants issued value

824,013

Dilutive Securities, Effect on Basic Earnings Per Share

$ 500,000

Warrant [Member]

Capital Unit [Line Items]

Dilutive Securities, Effect on Basic Earnings Per Share

800,000

Put Option [Member]

Capital Unit [Line Items]

Warrant expense

$ 250,000

Second Street Capital L L C [Member]

Capital Unit [Line Items]

Warrants to purchase shares

450,000

Loan Agreement [Member]

Capital Unit [Line Items]

Borrowings

$ 600,000

Warrants to purchase shares

312,500

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 11

Warrants issued value

$ 250,000

Loan Agreement [Member] | Put Option [Member]

Capital Unit [Line Items]

Warrant expense

250,000

Loan Agreement [Member] | Second Street Capital L L C [Member]

Capital Unit [Line Items]

Borrowings

$ 600,000

Warrants to purchase shares

62,500

312,500

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 11

Warrants exercisble date

Feb. 22, 2026

Feb. 22, 2026

Payment for warrants

$ 250,000

Loan Agreement [Member] | Second Street Capital L L C [Member] | Put Option [Member]

Capital Unit [Line Items]

Warrant expense

250,000

Second Loan Agreement [Member]

Capital Unit [Line Items]

Borrowings

$ 200,000

Warrants to purchase shares

75,000

75,000

75,000

62,500

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 10.20

$ 10.20

$ 11

Extended maturity date

maturity date to February 15, 2023

Second Loan Agreement [Member] | Second Street Capital L L C [Member]

Capital Unit [Line Items]

Borrowings

$ 200,000

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 11

Warrant expense

$ 388,938

Second Street Loan And Second Street Loan Two [Member]

Capital Unit [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

Second Street Loan And Second Street Loan Two [Member] | Put Option [Member]

Capital Unit [Line Items]

Warrant expense

$ 250,000

Second Streets Loan [Member]

Capital Unit [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 10.20

$ 10.20

Two Thousand Twenty One Stock Option And Grant Plan [Member]

Capital Unit [Line Items]

Share based compensation reserves unissued but authorized common stock shares rate

10%

Investor [Member]

Capital Unit [Line Items]

Issuance of common stock, shares

42,176

41,828

Issuance of common stock

$ 1,000,000

$ 1,000,000

Capital Unit, Class B [Member]

Capital Unit [Line Items]

Issuance of common stock, shares

25,500

3,080,000

Shares issued, price per share

$ 7.03

$ 22.26

Poseidon Bio L L C [Member]

Capital Unit [Line Items]

Voting power, description

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

Poseidon Bio L L C [Member] | Investor [Member]

Capital Unit [Line Items]

Voting power, description

Poseidon held 98% of the voting power

Poseidon Bio L L C [Member] | Capital Unit, Class A [Member]

Capital Unit [Line Items]

Ownership of stockholder percentage

100%

Schedule of Components of Incom

Schedule of Components of Income Tax Provision (Benefit) (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
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 ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Organization and start-up costs	$ 46	$ 324
Net operating loss carryforwards	1,338	294
Stock-based compensation	14,475	11,876
Losses-put option and warrant issuance	226
Total deferred income tax assets	16,085	12,494
Valuation allowance	(16,085)	(12,494)
Deferred tax asset, net of allowance

Schedule of Other Income_(Expen

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

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - Second Street Capital L L C [Member]	12 Months Ended
	Dec. 31, 2022 USD ($)
Interest expense	$ 170,255
Interest income	1,000
Warrant [Member]
Issuance of warrants	824,013
Put Option [Member]
Interest expense	$ 250,000

Business Combination Agreemen_2

Business Combination Agreement with Aesther Health Care Acquisition Corp. (“AHAC”) (Details Narrative)	12 Months Ended
	Dec. 31, 2022 shares
Second Street Capital L L C [Member]
Business Acquisition [Line Items]
Purchase of warrant shares	450,000
Aesther Healthcare 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) - Vellar Backstop Agreement [Member] - Aesther Healthcare Acquisition Corp [Member]	Aug. 31, 2022 USD ($) $ / shares shares
Number of shares issued | shares	4,000,000
Value of shares issued	$ 40,000,000
Weighted average share price | $ / shares	$ 2.50
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.
Breakup fee	$ 1,000,000
Structuring fees	$ 5,000
Maximum [Member]
Weighted average share price | $ / shares	$ 5