UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 2, 2023
OceanTech Acquisitions I Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-40450 |
|
85-2122558 |
| (Commission File Number) |
|
(IRS Employer
Identification No.) |
515 Madison Avenue, 8th Floor - Suite 8133
New
York, New York 10022
Registrant’s telephone number, including
area code (929) 412-1272
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which
Registered |
| Units, each consisting of
one share of Class A Common Stock and one Redeemable Warrant |
|
OTECU |
|
The Nasdaq Stock Market LLC |
| Class A Common Stock, $0.0001 par value per share |
|
OTEC |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants, each exercisable
for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
OTECW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01. | Regulation FD Disclosure. |
On May 2, 2023, OceanTech Acquisitions I Corp.,
a Delaware corporation (the “Company” or “OceanTech”), R.B. Merger Sub Ltd., an Israeli company
and a wholly-owned subsidiary of the Company (“Merger Sub”), Aspire Acquisition LLC, the Company’s sponsor (the
“Sponsor”), and Regentis Biomaterials Ltd., an Israeli company (“Regentis”) jointly issued a press
release announcing the execution of a definitive Agreement and Plan of Merger (the “Merger Agreement”) pursuant to
which, among other things, Merger Sub will merge with and into Regentis (the “Merger”), with Regentis surviving the
Merger as a wholly owned subsidiary of the Company (the Merger and the other transactions contemplated by the Merger Agreement, together,
the “Proposed Business Combination”). A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated
herein by reference.
The information in this Item 7.01, including Exhibit
99.1, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to
be incorporated by reference in any filing under the Securities Act or the Exchange Act.
On
May 3, 2023, OceanTech, issued a press release announcing that on May 2, 2023, it caused to be deposited $125,000 into the Company’s
Trust account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from May 2, 2023 to June 2, 2023 (the “Extension”).
The Extension is the sixth of six monthly extensions permitted under the Company’s governing documents.
A copy of
the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Additional Information and Where to Find It
This Current Report on Form 8-K
is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect
to the Proposed Business Combination. However, this Current Report on Form 8-K does not purport to be all-inclusive or to contain all
the information that may be required to make a full analysis of OceanTech, Regentis or the Proposed Business Combination.
In connection with the Proposed Business Combination, OceanTech intends
to file relevant materials with the with the SEC, including a registration statement on Form S-4, which will include a proxy statement/prospectus
(the “Registration Statement”). OceanTech urges its investors, shareholders, and other interested persons to read,
when available, the proxy statement/prospectus filed with the SEC and documents incorporated by reference therein because these documents
will contain important information about OceanTech, Regentis and the Proposed Business Combination. After the Registration Statement is
declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders
of OceanTech as of the record date established for voting on the Proposed Business Combination and will contain important information
about the Proposed Business Combination and related matters. Shareholders of OceanTech and other interested persons are advised to read,
when available, these materials (including any amendments or supplements thereto) and any other relevant documents in connection with
OceanTech’s solicitation of proxies for the meeting of shareholders to be held to approve, among other things, the Proposed Business
Combination because they will contain important information about OceanTech, Regentis and the Proposed Business Combination. Shareholders
will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other
relevant materials in connection with the transaction without charge, once available, at the SEC’s website at www.sec.gov or by
directing a request to: OceanTech Acquisitions I Corp., 515 Madison Avenue, 8th Floor – Suite 8133, New York, New York, 10022 or
(929) 412-1272. The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form
8-K is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination
and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Participants in Solicitation
OceanTech, Regentis and their respective directors
and executive officers may be deemed participants in the solicitation of proxies from OceanTech’s shareholders in connection with
the Proposed Business Combination. OceanTech’s shareholders and other interested persons may obtain, without charge, more detailed
information regarding the directors and officers of OceanTech in OceanTech’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, which was filed with the SEC on March 31, 2023. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to OceanTech’s shareholders in connection with the Proposed Business Combination will
be set forth in the proxy statement/prospectus for the Proposed Business Combination, when available. Additional information regarding
the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will be included in
the proxy statement/prospectus that OceanTech intends to file with the SEC. You may obtain free copies of these documents as described
above.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form 8-K is provided for
informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the Proposed
Business Combination and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this
Current Report on Form 8-K. To the fullest extent permitted by law under no circumstances will Regentis, OceanTech or any of their respective
subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisors or agents be responsible
or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Current Report on Form 8-K, its
contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise
arising in connection therewith. Industry and market data used in this Current Report on Form 8-K have been obtained from third-party
industry publications and sources as well as from research reports prepared for other purposes. Neither Regentis nor OceanTech has independently
verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject
to change. In addition, this Current Report on Form 8-K does not purport to be all-inclusive or to contain all the information that may
be required to make a full analysis of OceanTech, Regentis or the Proposed Business Combination. Viewers of this Current Report on Form
8-K should each make their own evaluation of OceanTech and Regentis and of the relevance and adequacy of the information and should make
such other investigations as they deem necessary. This Current Report on Form 8-K contains certain “forward-looking statements”
within the meaning of the federal securities laws, including statements regarding the benefits of the Proposed Business Combination,
including Regentis’ ability to accelerate the development of its products and bring them to market, the anticipated timing for
completion of the Proposed Business Combination, and OceanTech’s and Regentis’ expectations, plans or forecasts of future
events and views as of the date of this Current Report on Form 8-K. OceanTech and Regentis anticipate that subsequent events and developments
will cause OceanTech’s and Regentis’ assessments to change. These forward-looking statements, which may include, without
limitation, words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will”, “could,” “should,”
“believes,” “predicts,” “potential,” “might,” “continues,” “think,”
“strategy,” “future,” and similar expressions, involve significant risks and uncertainties (most of which factors
are outside of the control of OceanTech or Regentis. In addition, this Current Report on Form 8-K includes a summary set of risk factors
that may have a material impact on OceanTech, Regentis or the Proposed Business Combination, which are not intended to capture all the
risks to which OceanTech, Regentis or the Proposed Business Combination is subject or may be subject. Factors that may cause such differences
include but are not limited to: (1) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Merger Agreement; (2) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which
may adversely affect the price of the securities; (3) the risk that the Proposed Business Combination may not be completed by OceanTech’s
business combination deadline; (4) the inability to complete the Proposed Business Combination, including but not limited to due to the
failure to obtain approval of the stockholders of OceanTech or Regentis for the Merger Agreement, to satisfy the minimum net tangible
assets and minimum cash at closing requirements, to receive certain governmental, regulatory and third party approvals or to satisfy
other conditions to closing in the Merger Agreement; (5) the failure to achieve the minimum amount of cash available following any redemptions
by OceanTech's stockholders; (6) the inability to obtain or maintain the listing of OceanTech’s common stock on Nasdaq following
the Proposed Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq's
initial listing standards in connection with the consummation of the Proposed Business Combination; (7) the effect of the announcement
or pendency of the Proposed Business Combination on Regentis’ business relationships, operating results, and business generally;
(8) risks that the Proposed Business Combination disrupts current plans and operations of Regentis; (9) the inability to realize the
anticipated benefits of the Proposed Business Combination and to realize estimated pro forma results and underlying assumptions, including
but not limited to with respect to estimated stockholder redemptions and costs related to the Proposed Business Combination; (10) the
possibility that OceanTech or Regentis may be adversely affected by other economic or business factors; (11) changes in the markets in
which Regentis competes, including but not limited to with respect to its competitive landscape, technology evolution, or regulatory
changes; (12) changes in domestic and global general economic conditions; (13) risk that Regentis may not be able to execute its growth
strategies; (14) the risk that Regentis experiences difficulties in managing its growth and expanding operations after the Proposed Business
Combination; (15) the risk that the parties will need to raise additional capital to execute the business plan, which may not be available
on acceptable terms or at all; (16) the ability to recognize the anticipated benefits of the Proposed Business Combination to achieve
its commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other
things, competition, the ability of Regentis to grow and manage growth economically and hire and retain key employees; (17) risk that
Regentis may not be able to develop and maintain effective internal controls; (18) the risk that Regentis may fail to keep pace with
rapid technological developments to provide new and innovative products and services, or may make substantial investments in unsuccessful
new products and services; (19) the ability to develop, license or acquire new products and services; (20) the risk that Regentis is
unable to secure or protect its intellectual property; (21) the risk of product liability or regulatory lawsuits or proceedings relating
to Regentis’ business; (22) the risk of cyber security or foreign exchange losses; (23) changes in applicable laws or regulations;
(24) the outcome of any legal proceedings that may be instituted against the parties related to the Merger Agreement or the Proposed
Business Combination; (25) the impact of the global COVID-19 pandemic and response on any of the foregoing risks, including but not limited
to supply chain disruptions; and (26) other risks and uncertainties to be identified in the Registration Statement, including those under
“Risk Factors” therein, and in other filings with the U.S. Securities and Exchange Commission (“SEC”)
made by OceanTech. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of OceanTech’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the Registration Statement to be filed with the SEC with respect to the Proposed Business Combination (as described further below), and other documents
filed by OceanTech from time to time with the SEC. These filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements. The foregoing list of factors
is not exhaustive, are provided for illustrative purposes only, and are not intended to serve as, and must not be relied on as, a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Forward-looking statements speak only as of the date they are made. If any of these risks
materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither OceanTech nor Regentis presently know or that OceanTech and Regentis currently
believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements.
OceanTech and Regentis anticipate that subsequent events and developments will cause OceanTech’s and Regentis’ assessments
to change. However, while OceanTech and Regentis may elect to update these forward-looking statements at some point in the future, OceanTech
and Regentis specifically disclaim any obligation to do so. Neither OceanTech nor Regentis gives any assurance that OceanTech or Regentis,
or the combined company, will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements,
and they should not be relied upon as representing OceanTech’s and Regentis’ assessments as of any date subsequent to the
date of this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
OCEANTECH ACQUISITIONS I CORP.
|
| |
|
|
| Date: May 3, 2023 |
By: |
/s/ Suren Ajjarapu |
| |
|
Name: Suren Ajjarapu
Title: Chief Executive Officer
(Principal Executive Officer) |
OceanTech Acquisitions I (NASDAQ:OTEC)
Historical Stock Chart
From Apr 2024 to May 2024
OceanTech Acquisitions I (NASDAQ:OTEC)
Historical Stock Chart
From May 2023 to May 2024
