Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to _____________

OceanTech Acquisitions I Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-40450

85-2122558

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

515 Madison Avenue, 8th Floor - Suite 8133

New York, New York

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (929) 412-1272

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol:	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, par value $0.0001 per share	OTEC	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share	OTECW	The Nasdaq Stock Market LLC

*Registrant was suspended from trading on Nasdaq on January 24, 2024. Registrant’s market maker received approval of its Form 211 from FINRA on April 24, 2024 to begin trading over the counter with the symbol “OTAC” pending resolution with NASDAQ.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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. ☐ ‌

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 28, 2024, 3,497,475 shares of Class A common stock, par value $0.0001 per share, and 0 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

OCEANTECH ACQUISITIONS I CORP.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements for the Three Months Ended March 31, 2024 (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.	Control and Procedures	45
Item 6.	Exhibits	46
SIGNATURES		47

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

OCEANTECH ACQUISITIONS I CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	As of
	March 31,			December 31,
	2024			2023
	(Unaudited)
ASSETS:
Cash	$	17,183		$	101,174
Total current assets		17,183			101,174
Investments held in Trust Account		9,296,616			9,287,900
TOTAL ASSETS	$	9,313,799		$	9,389,074

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT:
Accounts payable and accrued expenses	$	3,692,805		$	3,233,469
Income tax payable		72,958			63,395
Excise tax payable		112,338			112,338
Promissory notes		1,347,355			1,203,961
Promissory notes – related party		448,039			448,039
Due to related parties		427,667			427,667
Total current liabilities		6,101,162			5,488,869
Other long-term liabilities		2,000,000			2,000,000
Deferred underwriting commissions		3,614,100			3,614,100
Warrant liabilities		1,240,775			330,872
Total Liabilities		12,956,037			11,433,841

Commitments and Contingencies (see Note 8)

Redeemable Common Stock
Class A common stock subject to possible redemption, 812,715 shares at March 31, 2024 and December 31, 2023 at redemption value of $11.65 and $11.53 at March 31, 2024 and December 31, 2023, respectively		9,471,596			9,372,058
Stockholders’ Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,684,760 (excluding 812,715 shares subject to possible redemption) shares issued and outstanding at March 31, 2024 and December 31, 2023		269			269
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2024 and December 31, 2023		—			—
Additional paid-in capital		1,455,340			1,549,028
Accumulated deficit		(14,569,443	)		(12,966,122	)
Total Stockholders’ Deficit		(13,113,834	)		(11,416,825	)
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT	$	9,313,799		$	9,389,074

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OCEANTECH ACQUISITIONS I CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended March 31,
	2024			2023

Operating and formation costs	$	711,824		$	464,054
Loss from operations		(711,824	)		(464,054	)

other income/(expenses)
Interest earned on investments in trust		77,213			207,405
Interest expense		(49,244	)		—
Finance transaction costs		—			(464,670	)
Change in fair value of warrants		(909,903	)		(330,873	)
Total other expense, net		(881,934	)		(588,138	)
Loss before taxes		(1,593,758	)		(1,052,192	)
Provision for income taxes		(9,563	)		—
Net loss	$	(1,603,321	)	$	(1,052,192	)

Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		812,715			1,848,503
Basic and diluted net loss per common stock, Class A subject to possible redemption	$	(0.46	)	$	(0.23	)

Weighted average shares outstanding of non-redeemable common stock, basic and diluted		2,684,760			2,684,760
Basic and diluted net loss per non-redeemable common stock	$	(0.46	)	$	(0.23	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OCEANTECH ACQUISITIONS I CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024


	Class A				Class B				Additional						Total
	Common Stock				Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of December 31, 2023		2,684,760	$	269		—	$	—	$	1,549,028		$	(12,966,122	)	$	(11,416,825	)
Fair value of Class A common shares to be transferred under promissory note		—		—		—		—		5,850			—			5,850
Overdraw of Trust Assets Payable to Trust by Sponsor		—		—		—		—		(90,822	)		—			(90,822	)
Remeasurement of Class A common stock subject to possible redemption		—		—		—		—		(8,716	)		—			(8,716	)
Net loss		—		—		—		—		—			(1,603,321	)		(1,603,321	)
Balance as of March 31, 2024		2,684,760	$	269		—	$	—	$	1,455,340		$	(14,569,443	)	$	(13,113,834	)

FOR THE THREE MONTHS ENDED MARCH 31, 2023


	Class A				Class B				Additional						Total
	Common Stock				Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of December 31, 2022		103,260	$	10		2,581,500	$	259	$	2,248,291			(10,723,604	)	$	(8,475,044	)
Contribution related to financing costs attributed to Aspire Securities Purchase Agreement		—		—		—		—		464,670			—			464,670
Remeasurement of Class A common stock to redemption value		—		—		—		—		(532,405	)		—			(532,405	)
Net loss		—		—		—		—		—			(1,052,192	)		(1,052,192	)
Balance as of March 31, 2023		103,260	$	10		2,581,500	$	259	$	2,180,556		$	(11,775,796	)	$	(9,594,971	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OCEANTECH ACQUISITIONS I CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended March 31,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(1,603,321	)	$	(1,052,192	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments in trust		(77,213	)		(207,405	)
Non-cash interest expense		49,244			—
Change in fair value of warrants		909,903			330,873
Finance transaction cost		—			464,670
Changes in operating assets and liabilities:
Prepaid assets		—			179
Accounts payable and accrued expenses		459,336			362,907
Income tax payable		9,563			—
Due to related party		—			30,000
Net cash used in operating activities		(252,488	)		(70,968	)

Cash Flows from Investing Activities:
Extension Contributions to Trust Account		(60,000	)		(375,000	)
Cash withdrawn from Trust Account for taxes		128,497			—
Net cash provided by (used in) investing activities		68,497			(375,000	)

Cash Flows from Financing Activities:
Proceeds from issuance of promissory notes		100,000			301,500
Proceeds from issuance of promissory note to related party		—			125,000
Net cash provided by financing activities		100,000			426,500

Net Change in Cash		(83,991	)		(19,468	)
Cash – Beginning		101,174			35,806
Cash – Ending	$	17,183		$	16,338

Supplemental Disclosure of Non-cash Financing Activities:
Debt discount recognized for the fair value of Class A common stock to be transferred under promissory note	$	5,850			—
Overdraw of trust assets payable to trust by Sponsor	$	90,822			—
Remeasurement of Class A common stock to redemption value	$	8,716		$	532,405

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OCEANTECH ACQUISITIONS I CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2024

(UNAUDITED)

Note 1 - Description of Organization and Business Operations

OceanTech Acquisitions I Corp. (the “Company”) is a blank check company formed 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 of March 31, 2024, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through March 31, 2024, relates to the Company’s formation and the public offering consummated on June 2, 2021 (the “Initial Public Offering”), and, since the closing of the Initial Public Offering, a search for a business combination candidate. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on both cash from the proceeds derived from the Initial Public Offering and investments held in trust.

The Company’s original sponsor was OceanTech Acquisitions I Sponsors, LLC (the “Original Sponsor”). On March 13, 2023, the Company’s sponsor changed to Aspire Acquisition LLC, a Delaware limited liability company (“Aspire” or the “Sponsor”) when Aspire acquired all of the Class B common stock and Private Placement Warrants from the Original Sponsor. As part of this transaction, Aspire assumed ownership of all agreements and obligations of the Original Sponsor, and agreed to the terms of the Purchase Agreement (as defined herein).

On September 5, 2023, as further described below, all of Sponsor’s Class B common stock was converted to Class A common stock.

Financing

The registration statement for the Company’s Initial Public Offering was declared effective on May 27, 2021 (the “Effective Date”). On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Common Stock”) at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000, which is discussed in Note 3.

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement sale (“Private Placement”) of an aggregate 4,571,000 warrants (“Private Placement Warrants”), of which 3,871,000 Private Placement Warrants were purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim Group LLC and/or its designees (“Maxim”), at a price of $1.00 per Private Placement Warrant, generating total proceeds of $4,571,000.

Transaction costs of the Initial Public Offering amounted to $7,482,451 consisting of $2,065,200 of underwriting discount, $3,614,100 of deferred underwriting discount, $1,033,633 in fair value of representative shares issued and $769,518 of other offering costs. Of the transaction costs, $690,542 were charged to operations for the portion related to warrants and $6,791,909 were included as offering costs and charged against equity.

The Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On June 17, 2021, the underwriter partially exercised the over-allotment option to purchase 326,000 additional Units (the “Over-Allotment Units”), generating an aggregate of gross proceeds of $3,260,000, and incurred $65,200 in cash underwriting fees.

On June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price of $1.00 per warrant and transfer of 1,200,000 of Original Sponsor’s Class B common stock. Proceeds of the offering were deposited in the Company’s Trust Account for its public stockholders, representing $0.15 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination (an “Extension”) by six months from June 2, 2022, to December 2, 2022. The Extension is permitted under the Company’s governing documents.

On August 10, 2022, the Company, OceanTech Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 1”), and the Original Sponsor, entered into a definitive Agreement and Plan of Merger (the “Captura Merger Agreement”) with Captura Biopharma, Inc., a Delaware corporation (“Captura”) and Michael Geranen, as seller representative (“Geranen”). Pursuant to the Captura Merger Agreement, upon the closing of the business combination, the Company would effect the merger of Merger Sub 1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set forth as follows: Captura’s shareholders collectively shall be entitled to receive from the Company, in the aggregate, a number of Company’s securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which the Captura’s net working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness (as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration otherwise payable to the Captura’s shareholders is subject to adjustment after the Closing in accordance with the terms of the Merger Agreement.

The obligations of the parties to consummate such business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the Company, Merger Sub 1 and Captura being true and correct subject to the materiality standards contained in the Captura Merger Agreement; (b) material compliance by such parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger Agreement; (c) the approval by the Company’s stockholders of such business combination; (d) the approval by the Captura’s stockholders of such business combination; I the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement) with respect to the Company or with respect to Captura since the effective date of the Captura Merger Agreement that is continuing and uncured; (f) the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible net assets upon the Closing; (h) the entry into certain ancillary agreements as of the Closing; (i) the lack of any notice or communication from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; and (j) the receipt of certain closing deliverables.

On October 13, 2022, parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Captura Merger Agreement.

On November 15, 2022, the Company entered into a definitive Agreement and Plan of Merger (the “Majic Merger Agreement”) with Merger Sub 1, OceanTech Merger Sub 2, LLC, a Wyoming limited liability company and wholly owned subsidiary of the Company (“Merger Sub 2”), the Original Sponsor in the capacity as the representative for the stockholders of the Company (the “Company Representative”), Majic Wheels Corp., a Wyoming corporation ( “Majic”), and Jeffrey H. Coats, an individual, in the capacity as the representative for the Majic stockholders (the “Majic Representative”).

On November 29, 2022, the Company held a special meeting of stockholders. At the meeting, the Company’s stockholders approved a charter amendment to extend the date by which the Company must consummate its initial business combination from December 2, 2022 to June 2, 2023, subject to the approval of the board of directors of the Company, provided the Original Sponsor or its designees deposit into the Trust Account an amount equal to $0.067 per share for each public share or $125,000, prior to the commencement of each extension period. In connection with the extension stockholders holding 8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $87,541,322 (approximately $10.32 per share) was removed from the Trust Account to pay such holders.

On December 1, 2022, December 30, 2022 and February 2, 2023, the Company deposited $125,000 into its 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 from December 2, 2022 to March 2, 2023.

On February 3, 2023, Majic, the Company, Merger Sub 1 and Merger Sub 2 mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a) of the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Majic Merger Agreement.

On March 2, 2023, the Company deposited $125,000 into its 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 March 2, 2023, to April 2, 2023.

On March 13, 2023, the Company’s sponsor changed from Original Sponsor to Sponsor when Aspire agreed to acquire all of the 2,581,500 shares of Class B common stock and 5,869,880 Private Placement Warrants from the Original Sponsor upon the closing of an initial business combination.

On March 31, 2023 and May 2, 2023, the Company deposited $125,000 into its 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 April 2, 2023, to June 2, 2023.

On May 2, 2023, the Company, R.B. Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger Sub”), and Regentis Biomaterials Ltd., an Israeli company (individually, “Regentis” and, together with the Company, Merger Sub, collectively, the “Parties” and each referred to as a “Party”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Regentis (the “Merger” or “Business Combination”), with Regentis continuing as the surviving entity after the Merger named Regentis Biomaterials Corp. (the “Post-Closing Company”), as a result of which Regentis will become a direct, wholly-owned subsidiary of the Company (the “Proposed Transaction”).

On May 18, 2023, the Company and Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor, pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extensions, up to an aggregate of $360,000. (See below regarding the current extensions exercised.)

On May 30, 2023, the Company held a virtual special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed May 10, 2023 (as amended, the “Extension Proxy”). At such special meeting, the Company stockholders approved the proposal for the Company to adopt and file with the Delaware Secretary of State of the State of Delaware an amended charter (the “Extension Amendment Proposal”), which the Company promptly filed following the stockholders’ approval of the Extension Amendment Proposal. Pursuant to the Company’s amended charter, the Company has the right to extend beyond June 2, 2023 (the “Original Termination Date”) by up to 12, 1-month extensions through June 2, 2024 (the “Outside Date”; each of the 12, 1-month extensions, an “Extension”, and each such extension date a “Deadline Date”, and the latest of such Deadline Dates, the “Extended Deadline”) the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless the closing of the Company’s initial business combination shall have occurred, redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company or Sponsor (or its affiliates or permitted designees) is required to deposit into the Trust Account $30,000 (collectively, the “Extension Payments”), and the Sponsor made a non-interest bearing, unsecured loan to the Company in the aggregate of $360,000 for payment of the Extension Payments.

Additionally, at such special meeting, the stockholders of the Company approved the proposal to amend the trust agreement of the Trust Account to extend the termination date for an additional twelve months, until June 2, 2024 (the “Trust Amendment Proposal). Upon approval of the Extension Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company and the Trustee of the Trust Account promptly entered into an amendment to the trust agreement to extend the termination date for an additional twelve months, until June 2, 2024.

In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A common stock (the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company made cash payments to the Redeeming Stockholders totalling $11,233,821, representing approximately $10.84 per share. Following such payments to the Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class A common stock outstanding were 812,715.

On June 1, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On June 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from July 2, 2023 to August 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On July 7, 2023, the Company and Regentis executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to $96 million from $95 million to account, in part, for the issuance of Regentis ordinary shares to Maxim pre-closing for the fee to which it would be entitled upon consummation of the business combination.

On July 10, 2023, the Company filed the initial Form S-4 with the SEC.

On July 25, 2023, the Company received written notice (the “Delisting Letter”) from the Nasdaq Capital Market (“Nasdaq”) that the Company had not regained compliance within 180 calendar days (or until July 24, 2023) in accordance with Nasdaq Listing Rule 5810(c)(3)(C) for compliance with Nasdaq Listing Rule 5550(b)(2) as the Company’s market value of listed securities for the thirty (30) consecutive business days, was below the required minimum of $35 million for continued listing on Nasdaq (the “MVLS Requirement”).

On July 27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter. The hearing with the Panel was then scheduled for September 21, 2023 (the “Hearing”).

On July 28, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from August 2, 2023 to September 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On August 8, 2023, the Company filed a Preliminary Proxy Statement on Schedule 14(a) with the Securities and Exchange Commission (“SEC”) for stockholders to approve the founder share amendment proposal to amend the Company’s existing certificate of incorporation dated as of May 27, 2021, as amended on December 1, 2022 by that certain First Amendment to the Amended and Restated Certificate of Incorporation and as further amended on May 30, 2023 by that certain Second Amendment to the Amended and Restated Certificate of Incorporation, as may be further amended (collectively, the “Existing OTEC Charter”), to provide for the right of the holders of Class B common stock, par value $0.0001 per share, to convert such shares of Class B common stock into shares of Class A common stock, par value $0.0001 per share, on a one-to-one basis at the election of such holders (the “Founder Share Amendment Proposal”), rather than upon the closing of an initial business combination. The Company then filed a Definitive Proxy Statement on Schedule 14A on August 23, 2023 (the “Proxy Statement”) with the SEC, providing notice of a special meeting of stockholders to be held on September 5, 2023 to propose to amend the Existing OTEC Charter in accordance with the Founder Share Amendment Proposal, in order to authorize the Company to regain compliance with the MVLS Requirement.

On August 31, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On September 5, 2023, the Company held a virtual special meeting of its stockholders following the notice provided by the Proxy Statement to amend the Existing OTEC Charter for the Founder Share Amendment Proposal. Following approval of the Founder Share Amendment Proposal by the Company’s stockholders, the Company promptly adopted and filed the related amendment to the Existing OTEC Charter with the Secretary of State of the State of Delaware. Effective as of September 5, 2023, the conversion of the Class B common stock to Class A common stock, resulted in the Company’s market value of securities increasing approximately $28,706,280 in addition to the Company’s then-current market value of securities being approximately $10,185,642, based on calculations utilizing the Company’s common stock closing price of $11.12 per share on August 28, 2023 to total approximately $38,891,922, above the required $35 million. The following ten consecutive business days after September 5, 2023, ended ahead of the Hearing.

On September 12, 2023, the Company filed Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.

As previously disclosed in a Form 8-K filed September 14, 2023, on September 13, 2023, the Company received written notice (the “Notification Letter”) from Nasdaq stating that the Company currently does not meet the required minimum of 300 public holders for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(3) (the “Public Holder Requirement”), and further stated that Nasdaq’s Panel would consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq at the Hearing already scheduled.

On September 21, 2023, the Company attended the Hearing to discuss the Delisting Letter and Notification Letter with the Panel. At the Hearing, the Company discussed its anticipated compliance with the Public Holder Requirement upon the closing of the Business Combination pursuant to the Merger Agreement with Regentis and the Merger Sub. After the Hearing with Nasdaq, the Company provided a chart listing each of the initial listing requirements and noted how it planned to meet each requirement, as requested by Nasdaq at the Hearing.

On September 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from October 2, 2023 to November 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On October 9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception until January 2, 2024, subject to the following:

(1)	On or before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and

(2)	On or before January 2, 2024, OTEC shall complete the Business Combination, and establish compliance with Listing Rule 5505.

On October 10, 2023, the Company further demonstrated compliance with the MVLS Requirement.

On October 12, 2023, the Company received a letter from Nasdaq stating that the Company regained compliance under the MVLS Requirement. As such, this deficiency has been cured and the Company is in compliance with Nasdaq’s MVLS Requirement.

On October 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from November 2, 2023 to December 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On November 3, 2023, the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023.

On November 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from December 2, 2023 to January 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

On December 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from January 2, 2024 to February 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

The Company received the Notice of Effectiveness by the SEC on December 29, 2023 following the filing of amendment No.’s 4 and 5 to form S-4 with the SEC.

On January 5, 2024, the Company received a notice from Nasdaq stating that because the Company had not held an annual meeting, it was no longer in compliance with the continued listing requirements of Nasdaq. The Company responded that it was unable to hold the annual meeting in accordance with the annual meeting requirement as the Company originally intended to close the Business Combination prior to the end of 2023. In anticipation of Closing, the Company filed a definitive proxy statement/prospectus pursuant to Rule 424(b)(3) under the Securities Act and Regulation 14A of the Securities Exchange Act on January 2, 2024 and scheduled the special meeting for stockholders to vote on the Business Combination on February 9, 2024. If the Company were to hold an annual meeting after such special meeting date, the stockholders of the Company would be asked to vote on items that are moot (for example, the election of existing Company directors after approving at the special meeting the election of the directors to serve on the Company’s board of directors post-Closing) or such stockholders may have already redeemed, which would likely cause stockholder confusion and legal uncertainty as to the effect of the subsequent election of a different slate of directors who would not ultimately be the slate of directors who would serve on the board of directors upon the Closing of the Business Combination. Because the stockholders that may no longer even plan to be stockholders in connection with redeeming shares would be voting on a slate of directors that were no longer going to be directors upon the Business Combination, we agreed that holding an annual meeting would be moot and not in accordance with the intent of the annual meeting requirement. Additionally, the Company would be unable to furnish to its stockholders an annual report as required by applicable SEC rules given the requirement to include audited financial statements for 2023, which were not scheduled at that time to be available until after the completion of the Business Combination. The Company provided stockholders with the Form S-4 and the proxy statement/prospectus mailed to stockholders, which contain the audited financial statements of the Company and of Regentis for their 2022 fiscal years, and the unaudited interim financial statements of the Company and of Regentis as of and for the fiscal period ended September 30, 2023, along with unaudited pro forma financial statements for review by stockholders. Though the Company was not able to hold the annual meeting, the Company held special meetings in 2023 and 2024. Additionally, upon Closing of the Business Combination, the surviving entity as the post-closing company will be required to be in compliance with the annual meeting requirement by December 31, 2024, and the Post-Closing Company will hold an annual meeting in 2024 in accordance with such requirement.

On January 22, 2024, the Company received a notice from Nasdaq, providing that because the Company had not yet closed the Business Combination, trading in the Company’s shares would be suspended at the open of business on January 24, 2024. On January 23, 2024, the Company submitted its payment and request for an appeal of such decision and the review by the Nasdaq Listing and Hearing Review Council of such decision.

On January 30, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from February 2, 2024 to March 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

On February 5, 2024, the Company submitted its brief memorandum for the appeal, and on February 23, 2024, the Company received the brief memorandum from the staff of Nasdaq to which it responded on March 1, 2024.

On February 9, 2024, the Company held a Special Meeting of stockholders to approve among others, a proposal to approve and adopt the Merger Agreement. In connection with the Special Meeting, OTEC stockholders holding 800,312 shares of OTEC class A common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. The trustee’s preliminary calculations are that approximately $9,227,597 (approximately $11.53 per Public Share) would be removed from the Trust Account to pay such holders upon completion of the merger. These amounts might be subject to reversals and adjustments through the date of the completion of the merger.

On March 4, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from March 2, 2024 to April 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

The Company received another request from the staff of Nasdaq on March 11, 2024, requesting additional information on remaining items required prior to the closing of the Business Combination, to which the Company responded with the remaining closing conditions in process on March 15, 2024.

See Note 11 below for Subsequent Events.

Franchise and Income Tax Withdrawals from Trust Account

Since completion of its IPO on June 2, 2021, and through March 31, 2024, the Company withdrew $789,975 from the Trust Account to pay its liabilities related to the Delaware franchise taxes and income taxes. Through March 31, 2024, the Company remitted $521,931 to the respective tax authorities. Additionally, as of March 31, 2024, the Company had accrued but unpaid liability of $102,558 related to its income and Delaware franchise tax obligations. The difference between actual withdrawals and allowable withdrawals was recorded as a distribution to sponsor within the statement of changes in stockholders deficit in the amount of $107,827 for the year ended December 31, 2023 and $90,822 in the quarter ended March 31, 2024. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without recurring to additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured.

Liquidity and Going Concern

On March 31, 2024, the Company had cash of $17,183 and a working capital deficit of $6,083,979.

The Company’s liquidity needs up to March 31, 2024 were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (as defined in Note 5), loans from related parties and outside investors with amounts outstanding totalling $1,829,539 and $1,729,539 as of March 31, 2024 and December 31, 2023, respectively, and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before June 2, 2024. The Company entered into a definitive merger/business combination agreement with a business combination target on May 2, 2023; however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to June 2, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after June 2, 2024, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these statements. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

The escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability of the Middle East region. It is unknown how long any of these disruptions will continue and whether such disruptions will become more severe.

The impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete the Business Combination and in the Company’s ability to complete the Business Combination.

As discussed above, on May 30, 2023, holders of 1,035,788 shares of Common Stock elected to redeem their shares in connection with the Extension. As a result, $11,233,821 was removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements of the IR Act and the Company’s operations and has determined that a liability of $112,338 should be recorded for the excise tax in connection with the above mentioned redemptions. This liability will be reviewed and remeasured at each subsequent reporting period.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of the Company’s management, the unaudited financial statements as of March 31, 2024 and for the three months ended March 31, 2024, include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company, and its results of operations and cash flows for the three ended March 31, 2024. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024 or any future interim period.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents as of March 31, 2024 and December 31, 2023.

Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, $104.3 million ($10.10 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were held in the Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of the Business Combination and (ii) the distribution of the Trust Account as described below.

Upon closing of the offering of the Private Warrants on June 2, 2022 (as described above) an additional $1.5 million (or $0.15 per Class A share subject to redemption) was placed in the Trust Account to provide for the Extension as described above.

In connection with the extension vote at the special meeting of stockholders of the Company on November 29, 2022, stockholders holding 8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $87,541,321 (approximately $10.32 per share) was removed from the Trust Account to pay such holders.

On December 1, 2022, the Company caused to be deposited $125,000 into its 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 December 2, 2022 to January 2, 2023.

On December 30, 2022, The Company caused to be deposited $125,000 into its 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 January 2, 2023, to February 2, 2023.

On February 2, 2023, the Company 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 February 2, 2023 to March 2, 2023.

On March 2, 2023, the Company 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 March 2, 2023 to April 2, 2023.

On March 31, 2023, the Company 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 April 2, 2023 to May 2, 2023.

On May 2, 2023, the Company caused to be deposited $125,000 into its 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.

On August 30, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On February 28, 2024 the Company instructed the transfer agent to transfer funds held in the Trust Account from the brokerage investment account into demand deposit account.

See Note 11 below for additional extension payments.

Offering Costs

Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

In connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued common stock (as defined in Note 9) from the Founder Shares (as defined in Note 5) to the investors who participated in the Initial Public Offering. The fair value of the Founder Shares (as defined in Note 5) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost was be allocated to the only financial instruments issued, which were private placement warrants. Offering costs allocated to derivative warrant liabilities are expensed as incurred in the statement of operations.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Net (Loss) Income Per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per common stock is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 16,543,700 shares for the three months ended March 31, 2024 and March 31, 2023 of Class A common stock subject to possible redemption in the calculation of diluted (loss) income per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three months ended March 31, 2024 and March 31, 2023. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The basic and diluted (loss) income per common stock is calculated as follows:

	For the Three Months Ended
	March 31,
	2024			2023
Common stock subject to possible redemption
Numerator:
Net loss allocable to Class A common stock subject to possible redemption	$	(372,567	)	$	(429,046	)
Denominator:
Weighted Average Redeemable Class A common stock, basic and diluted		812,715			1,848,503
Basic and Diluted net loss per share, redeemable Class A common stock	$	(0.46	)	$	(0.23	)

Non-redeemable common stock
Numerator:
Net loss allocable to non-redeemable common stock	$	(1,230,754	)	$	(623,146	)
Denominator:
Weighted Average non-redeemable common stock, basic and diluted		2,684,760			2,684,760
Basic and diluted net loss per share, common stock	$	(0.46	)	$	(0.23	)

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (0.60)% and 0.00% for the three months ended March 31, 2024 and March 31, 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2024 and March 31, 2023, due to changes in fair value in warrant liability, certain non-deductible interest and merger costs, and the valuation allowance on the deferred tax assets.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through March 31, 2024.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Redeemable Share Classification

All of the 10,326,000 Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A common stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt - Debt with Conversion and Other Options.”

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock.

As of March 31, 2024 and December 31, 2023, the Class A common stock reflected on the balance sheets are reconciled in the following table:


	March 31, 2024			December 31, 2023
	Shares	Amount		Shares	Amount
As of beginning of the period	812,715	$	9,372,058	1,848,503	$	19,419,552
Less:
Redemptions	—		—	(1,035,788)		(11,233,821)
Plus:
Remeasurement of carrying value to redemption value attributable to:
Amount due from Sponsor	—		90,822	—		84,159
Accretion of carrying value to redemption value	—		8,716	—		1,102,168
Contingently redeemable Class A common stock subject to possible redemption	812,715	$	9,471,596	812,715	$	9,372,058

Debt discounts

Debt discounts relate to the issuance costs of the promissory notes to non-related parties (see Note 6), and are included in the condensed consolidated balance sheets as a direct deduction from the face amount of the promissory notes. Debt discounts are amortized over the term of the related promissory notes and included in the interest expense.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has adopted this standard in the current period. Adoption of ASU 2020-06 did not have any impact on its financial position, results of operations or cash flows.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and impacts of adoption of this ASU.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Note 3 - Initial Public Offering

On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one redeemable warrant of the Company (“Warrant”), each Warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000.

On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $3,260,000.

Note 4 - Private Placement

On June 2, 2021, simultaneously with the closing of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of an aggregate 4,571,000 Private Placement Warrants, of which 3,871,000 Private Placement Warrants were purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim at a price of $1.00 per Private Placement Warrant, generating total proceeds of $4,571,000.

On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units. Simultaneously with the closing of the exercise of the overallotment option, the Company consummated the Private Placement of an aggregate of 97,800 Private Placement Warrants, of which 74,980 Private Placement Warrants were purchased by the Original Sponsor and 22,820 Private Placement Warrants were purchased by Maxim at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $97,800.

On June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price of $1.00 per warrant.

The Private Placement Warrants (and the underlying securities) are identical to the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Note 5 - Related Party Transactions

Founder Shares

In February 2021, the Original Sponsor paid $25,000 to cover certain offering costs in consideration for 2,875,000 Class B shares (the “Founder Shares”). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. Thus, up to 375,000 of the Founder Shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On June 21, 2021, the underwriter partially exercised its over-allotment option, purchasing an additional 326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option, and hence 293,500 founder shares of Class B common stock were subsequently forfeited, resulting in 2,581,500 outstanding Founder Shares.

Concurrently with the issuance of Private Warrants on June 2, 2022, the Original Sponsor committed to transfer 1,200,000 of Class B shares previously issued and outstanding as additional incentive to participants in the Extension Offering. The Company accounted for the Original Sponsor shares transferred to the participants in the Extension Offering at Fair Value as a charge directly to stockholder’s equity. The Company estimated the fair value of these shares to be $3,600,000 or $3 per share.

In connection with the change in sponsor to Aspire on March 13, 2023, the Company estimated the aggregate fair value of the 2,581,500 founders’ shares sold to Aspire to be $464,670 or $0.18 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T. As this transaction is directly related to the business combination, the costs related to the transaction were included as transaction finance costs in the statement of operations.

Pursuant to the Purchase Agreement dated as of March 13, 2023, by and among Sponsor, OTEC and the Original Sponsor (the “Purchase Agreement”), (a) Sponsor agreed to pay the Original Sponsor $1.00 (the “Consideration”), (b) the Sponsor agreed to convey to Original Sponsor 250,000 shares to the equity holders of Original Sponsor pro rata based on such equity holders’ underlying interest in shares as of the date thereof (the “PSA Shares”), (c) the Sponsor agreed to convey to Original Sponsor 250,000 warrants to the equity holders of Original Sponsor pro rata based on such equity holders’ underlying interest in shares as of the date thereof (the “PSA Warrants”), and (d) the Sponsor agreed to (i) reimburse Joseph Adir, Chief Executive Officer of the Initial Sponsor, $25,000 (“Adir’s Reimbursement”), and (ii) pay Charles Baumgarner, Chief Financial Officer of the Initial Sponsor, $5,000 per month during the transition period, which has been paid and satisfied as of the date hereof. The Purchase Agreement and change in Company directors and officers are further described in the Form 8-K, filed by the Company on March 13, 2023.

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

Promissory Notes-Related Party

On February 14, 2021, the Original Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest bearing, unsecured and was due at the closing of the Initial Public Offering and the Original Sponsor has not demanded payment of the note through the date of this filing. As of March 31, 2024 and December 31, 2023, $448,039 were outstanding under the promissory notes.

Related Party Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the sponsor, an affiliate of the sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. As of March 31, 2024 and December 31, 2023, no such Working Capital Loans were outstanding.

On May 18, 2023, the Company and the Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor, pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extension, up to an aggregate of $360,000. No amounts have been drawn under this promissory note as of March 31, 2024 or December 31, 2023.

Administrative Support Agreement

The Company originally agreed to pay the Original Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The Administrative Support Agreement dated as of May 27, 2021 (the “Administrative Support Agreement”) began on the day the Company first listed on the Nasdaq Capital Market and continue monthly until the completion of the Company’s initial Business Combination or liquidation of the Company. As of March 31, 2024 and December 31, 2023, the Company owed $427,667 under the Administrative Support Agreement, respectively. For the three months ended March 31, 2024, and 2023, the Company incurred $30,000 in administrative support fees.

Note 6 - Promissory Notes

During 2023, the Company entered into six promissory notes with investors that provide for a maximum aggregate borrowing amount of up to $726,500. These notes are non-interest bearing and are due at the closing of the business combination. In consideration of these loans, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to the investors 130,000 shares of Class A common stock.

On May 23, 2023, the Company or Sponsor entered into a promissory note with Polar Multi-Strategy Master Fund (the “Investor”), pursuant to which the Investor agreed to provide a $500,000 loan to the Company or Sponsor. In consideration of the $500,000 from the Investor (“Initial Capital Contribution”), the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor 500,000 shares of Class A common stock (as loan grant shares issuable to a third party in relation to such working capital bridge loan) (“Subscription Shares”) at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.

On October 24, 2023, the Company or Sponsor entered into a promissory note with Investor, pursuant to which the Investor agreed to provide a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.

During the three months ended March 31, 2024, the Company entered into an additional promissory note with an investor that provide for a maximum aggregate borrowing amount of up to $130,000. This loan is non-interest bearing and is due at the closing of the business combination. In consideration of these loans, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to the investor 32,500 shares of Class A common stock.

As of March 31, 2024, and December 31, 2023 $1,381,500 and $1,281,500 was outstanding under the promissory notes.

The Company’s Sponsor transfer of Class A shares to the Investor falls under SAB Topic 5T and thus was recognized in the Company’s records in connection with the funding of the promissory notes as a debt discount totalling $164,250 or approximately $0.18 per share. The debt discount is accreted as interest expense in the Company’s statements of operations over the terms of the respective loans. As of March 31, 2024, the Company had an unamortized debt discount of $34,145. Amortization was recorded to interest expense and totalled $49,244 for the three months ended March 31, 2024. There was no similar expense recorded in the three months ended March 31, 2023.

Note 7 - Derivative Warrant Liabilities

As of both March 31, 2024, and December 31, 2023, there were 10,326,000 public warrants outstanding. As of March 31, 2024 and December 31, 2023, there were 6,217,700 Private Placement Warrants outstanding.

Public Warrants

Each Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

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

The Company has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 90 days after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Private Placement Warrants

The Private Placement Warrants and the underlying securities are identical to the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

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

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants):

●	in whole and not in part;

●	at a price of $0.01 per warrant;

●	upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Note 8 - Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


	March 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Warrant Liability- public	$	774,450	$		$	—	$	774,450
Warrant Liability- private		466, 325		—		—		466, 325
Total Warrant Liability	$	1,240,775	$	—	$	—	$	1,240,775


	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	9,287,900	$	9,287,900	$	—	$	—
	$	9,287,900	$	9,287,900	$	—	$	—
Liabilities:
Warrant Liability- public	$	206,520	$	206,520	$	—	$	—
Warrant Liability- private		124,352		—		—		124,352
Total Warrant Liability	$	330,872	$	206,520	$	—	$	124,352

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the three months ended March 31, 2024, the public warrants ceased trading in January 2024 and were transferred form Level 1 to Level 3.

Level 1 assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The Company’s Warrant liability was valued at $1,240,775 and $330,872 as of March 31, 2024 and December 31, 2023, respectively. Under the guidance in ASC 815-40 the Warrants do not meet the criteria for equity treatment. As such, the Warrants must be recorded on the balance sheets at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed consolidated statements of operations.

The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. Prior to March 31, 2024, the fair value of the public warrant liability is classified within Level 1 of the fair value hierarchy, as the public warrants were actively traded. In January 2024, the public warrants ceased trading. The fair value of the public and private warrant liability is classified within Level 3 of the fair value hierarchy.

				Public and Private
	Public Warrants			Warrants		Warrant
	Level 1			Level 3		Liabilities
Warrant liabilities at December 31, 2023	$	206,520		$	124,354	$	330,872
Transfer from Level 1 to Level 3		(206,520	)		206,520		—
Change in Fair Value		—			909,903		909,903
Warrant liabilities at March 31, 2024	$	—		$	466,328	$	1,240,775

				Private
	Public Warrants			Warrants			Warrant
	Level 1			Level 3			Liabilities
Warrant liabilities at December 31, 2022	$	413,040		$	248,707		$	661,747
Change in Fair Value		(206,520	)		(124,354	)		(330,874	)
Warrant liabilities at March 31, 2023	$	206,520		$	124,352		$	330,872

The Company utilized a binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting period for its warrants that are not actively traded. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The estimated fair value of the Public and Private Placement Warrants is determined using Level 3 inputs. Inherent in a modified Black-Scholes model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The key inputs into the modified Black-Scholes model were as follows:

	March 31, 2024			December 31, 2023
Risk-free interest rate		4.12	%		3.77	%
Expected term (years)		5.09			5.09
Expected volatility		4.67	%		8.0	%
Stock price	$	11.75		$	11.35
Strike price	$	11.50		$	11.50
Dividend yield		0	%		0	%
Probability of business combination		1.50	%		1.00	%

Note 9 - Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to or on the Effective Date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter had a 45-day option to purchase up to 1,500,000 additional Units to cover any over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units, generating an aggregate of gross proceeds of $3,260,000. On June 21, 2021, the underwriter forfeited the right to purchase the remaining 1,174,000 Units of the over-allotment option.

The underwriter was entitled to an underwriting discount of $0.20 per Unit, or $2,065,200 in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), paid at the closing of the Initial Public Offering. Additionally, $3,614,100 in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), is payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting Agreement dated May 27, 2021 (the “Underwriting Agreement”) by and between the Company and Maxim.

Amendment of Underwriting Agreement

On December 15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties agreed to amend the Underwriting Agreement as follows: (i) the Company and Maxim mutually agreed that the rights of first refusal be deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an underwriter in any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates a business combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 at the closing of such business combination as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been limited to 326,000 Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim agreed that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of Maxim. For the sake of clarity, all rights and obligations relating to underwriting fees (including but not limited to deferred underwriting commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets dated as of March 31, 2024 and December 31, 2023, respectively.

Representative’s Class A Common Stock

The Company has issued to Maxim and/or its designees, 103,260 shares of Class A common stock upon the consummation of the Initial Public Offering and the partial exercise of the underwriter’s over-allotment. Maxim has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the initial Business Combination within 12 months, or up to 18 months if the Company uses the one time option to extend the period of time to consummate a Business Combination from the closing of the Initial Public Offering.

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the offering pursuant to Rule 5110I(1) of FINRA’s Rules. Pursuant to FINRA Rule 5110the(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date of the registration statement of which the prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the offering except as permitted by FINRA Rule 5110(e)(2).

Right of First Refusal

On May 27, 2021, subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the offering and ending 12 months after the date of the consummation of a business combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of the Company’s successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the Initial Public Offering.

Captura Merger Agreement

On August 10, 2022, the Company, Merger Sub 1, Original Sponsor, Captura and Geranen entered into the Captura Merger Agreement. Pursuant to the Captura Merger Agreement, upon the closing of the business combination, the parties would effect the merger of Merger Sub 1 with and into the Captura, with the Captura continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of the Captura shall be exchanged shares of the Class A common stock of the Company upon the terms set forth in the Captura Merger Agreement.

On October 13, 2022, the parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Captura Merger Agreement.

Majic Merger Agreement

On November 15, 2022, the Company entered into the Majic Merger Agreement with Merger Sub 1, Merger Sub 2, the Original Sponsor in the capacity as the representative for the stockholders of the Company, Majic, and Jeffrey H. Coats, an individual, in the capacity as the representative for the Majic stockholders.

On February 3, 2023, the parties to the Majic Merger Agreement mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a) of the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Majic Merger Agreement.

Purchase Agreement

On March 13, 2023, the Company entered into the Purchase Agreement with the Original Sponsor and Sponsor pursuant to which Sponsor, or an entity designated by the Sponsor, will purchase from the Original Sponsor 2,581,500 shares of Class B common stock of the Company, par value $0.0001 per share and 5,869,880 Private Placement Warrants, each of which is exercisable to purchase one share of Class A common stock of the Company, par value $0.0001 per share, for an aggregate purchase price of $1.00 (the “Purchase Price”) payable at the time the Company effects a merger, share exchange, asset acquisition, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or business combination.

Pursuant to the Purchase Agreement, the Sponsor has replaced the Company’s current directors and officers with directors and officers of the Company selected in the Sponsor’s sole discretion. Joseph Adir, Michael Payne, Eric Blair, and Mitchell Gordon resigned as directors of the Company, and Joseph Adir, Charles Baumgartner, Ofer Oz, and Ken Hickling resigned as officers of the Company. Michael Peterson, Donald Fell, Venkatesh Srinivasan, and Siva Saravanan were appointed as directors of the Company. Suren Ajjarapu was appointed Chief Executive Officer and Chairman of the Company, and Francis Knuettel II was appointed as the Company’s Chief Financial Officer.

Pursuant to the Purchase Agreement (a) Sponsor agreed to pay the Original Sponsor the Consideration, (b) the Sponsor agreed to convey to Original Sponsor the PSA Shares, (c) the Sponsor agreed to convey to Original Sponsor the PSA Warrants, and (d) the Sponsor agreed to (i) Adir’s Reimbursement, and (ii) pay Charles Baumgarner, Chief Financial Officer of the Initial Sponsor, $5,000 per month during the transition period, which has been paid and satisfied as of the date hereof. The Purchase Agreement and change in Company directors and officers are further described in the Form 8-K, filed by the Company on March 13, 2023.

Regentis Merger Agreement

On May 2, 2023, the Company, Merger Sub, and Regentis, entered into the Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into Regentis, with Regentis continuing as the surviving entity after the Merger, as a result of which Regentis will become a direct, wholly-owned subsidiary of the Company.

Subscription Agreement

On May 23, 2023, the Company, the Investor, and Sponsor, entered into a Subscription Agreement, pursuant to which, the Sponsor was seeking to raise the Initial Capital Contribution which will in turn be utilized by the Company to cover working capital expenses. In consideration for the Initial Capital Contribution, the Company or Sponsor will issue 500,000 shares of Class A Company Stock (as loan grant shares issuable to a third party in relation to such working capital bridge loan) to the Investor at the close of the business combination as Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies.

Note 10 - Stockholders’ Deficit

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Class A common stock - The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of March 31, 2024 and December 31, 2023, there were 2,684,760 shares of Class A common stock issued or outstanding, excluding 812,715 shares of Class A common stock subject to possible redemption classified as temporary equity.

Class B common stock - The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share of common stock. On March 31, 2024 and December 31, 2023, there were no shares of Class B common stock issued and outstanding. As of September 5, 2023, all of Sponsor’s Class B common stock was converted to Class A common stock.

On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option, and hence 293,500 shares of Class B common stock were subsequently forfeited.

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

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

Note 11 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, except as noted below.

Extension Payment to Trust Account

On April 3, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from April 2, 2024 to May 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

On May 1, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 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, 2024 to June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

As of the date of this Quarterly Report, the Company has exercised its right to extend the deadline to complete its initial business combination twelve of twelve times by depositing or causing to be deposited into the Trust Account $30,000 for each such extension. The current Business Combination deadline is June 2, 2024.

Amended and Restated Satisfaction and Discharge of Indebtedness

Certain holders of loans relating to the Extension Payments (the “Holder”) agreed that in lieu of collecting the full amount of the Extension Payments at the closing of the Business Combination, each Holder shall defer the repayment of the amounts due and payable to each Holder, to be repaid by the Post-Closing Company (from future capital raises, capped in the aggregate with all other deferred amounts at twenty-five percent (25%) per capital raise); provided that, commencing six (6) months after the closing of the Business Combination, the Post-Closing Company shall instead have the option to pay the amount owed each Holder fifty percent (50%) in cash and fifty percent (50%) in stock in the Post- Closing Company, valued at a price of $4.00 per newly issued share; any shares so issued shall be included by the Post-Closing Company in a resale registration statement to be filed by the Company within 60 days after the issuance of such shares (unless such shares would already be tradeable without restriction under Rule 144). Each Holder accepted the terms above and shall acknowledges the satisfaction and discharge of the amount contributed to the Extension Payment upon final receipt of such cash and Post-Closing Company stock.

Over the Counter Trading

Equity Line Purchase Agreement

In connection with the Business Combination, the Company simultaneously disclosed that it planned to enter into an equity line purchase agreement with an investor pursuant to which the Company will have the right to issue and sell to the investor, and the investor will commit to purchase from the Company, up to $10 million in aggregate gross purchase price of newly issued fully paid shares of the Company’s common stock. The Company expects to receive an advance under such agreement upon the closing of the Business Combination, and to concurrently enter into a registration rights agreement with the investor, pursuant to which the Company will register the resale of the shares of common stock sold pursuant to such agreement.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

All of the defined terms above in Item 1 are incorporated herein by reference. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in Delaware on February 3, 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. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies.

Our Original Sponsor was OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company. The registration statement for the Initial Public Offering was declared effective on May 27, 2021. On June 2, 2021, we consummated our Initial Public Offering of 10,000,000 Units, at $10.00 per Unit, generating gross proceeds of $100 million, and incurring offering costs (inclusive of the partial exercise of the underwriter’s over-allotment option on June 17, 2021) of approximately $7.4 million, inclusive of $2.1 million of underwriting discount and $3.6 million in deferred underwriting commissions. The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,500,000 additional Over-Allotment Units to cover over-allotments, if any, at $10.00 per Unit. On June 17, 2021, the underwriter partially exercised their over-allotment option to purchase an additional 326,000 Over-Allotment Units, generating an aggregate of gross proceeds of $3,260,000, and incurred $65,200 in cash underwriting fees. The underwriter waived its right to exercise the remaining over-allotment option on June 21, 2021.

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 4,571,000 Private Placement Warrants, of which 3,871,000 Private Placement Warrants were purchased by our Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim, each exercisable to purchase one share of Common Stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $4.6 million.

In connection with the partial exercise of the underwriter’s over-allotment option, we sold an additional 97,800 Private Placement Warrants, of which 74,980 Private Placement Warrants were purchased by our Original Sponsor and 22,820 Private Placement Warrants were purchased by Maxim, at a price of $1.00 per Private Placement Warrant, generating additional gross proceeds of $0.1 million.

Upon the closing of the Initial Public Offering and the Private Placement (including the additional Units and additional Private Placement Warrants sold in connection with the partial exercise of the underwriter’s over-allotment option), $104,292,600 ($10.10 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in the Trust Account.

If we are unable to complete an initial business combination by June 2, 2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On June 2, 2022, the Company caused to be deposited $1,548,900 into the Company’s Trust Account for its public stockholders, representing $0.15 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by six months from June 2, 2022, to December 2, 2022. The extension was permitted under the Company’s governing documents.

On August 10, 2022, we, Merger Sub 1, and our Original Sponsor entered into the Captura Merger Agreement with Captura and Geranen. Pursuant to the Captura Merger Agreement, upon the closing of the business combination, we would effect the merger of Merger Sub 1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set forth as follows: Captura’s shareholders collectively would be entitled to receive from the Company, in the aggregate, a number of Company’s securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which the Captura’s net working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness (as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration otherwise payable to the Captura’s shareholders is subject to adjustment after the closing in accordance with the terms of the Captura Merger Agreement.

The obligations of the parties to consummate the business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the respective parties being true and correct subject to the materiality standards contained in the Captura Merger Agreement; (b) material compliance by the parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger Agreement; (c) the approval by the Company’s stockholders of the business combination; (d) the approval by Captura’s stockholders of the business combination; (e) the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement) with respect to the Company or with respect to Captura since the effective date of the Captura Merger Agreement that is continuing and uncured; (f) the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible net assets upon the closing; (h) the entry into certain ancillary agreements as of the closing; (i) the lack of any notice or communication from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; and (j) the receipt of certain closing deliverables.

On October 13, 2022, parties to the Captura Merger Agreement mutually terminated it pursuant to Section 8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Captura Merger Agreement.

On November 15, 2022, we, Merger Sub 1, and our Original Sponsor entered into the Majic Merger Agreement with a second target, Majic, and Merger Sub 2. Pursuant to the Majic Merger Agreement, subject to the terms and conditions set forth therein, upon the closing of the business combination, we would effect the merger of Merger Sub 1 with and into Majic, with Majic continuing as the surviving entity and a wholly-owned subsidiary of the Company as the first merger, and immediately following the first merger, effect the merger of Majic, as the surviving entity of the first merger, with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity of the Second Merger. As a result of such mergers, all of the issued and outstanding capital stock of Majic would be exchanged for shares of Class A common stock of the Company upon the terms set forth as follows: Majic’s shareholders collectively would be entitled to receive from the Company, in the aggregate, (a) twenty million (20,000,000) shares of Company Class A common stock as the closing merger consideration, subject to certain adjustments in the event that, during the period after signing before the Closing, Majic issued equity or other securities for interim financing purposes; and (b) subject to certain adjustments, terms and conditions set forth in the Majic Merger Agreement, for Majic’s stockholders other than the holders of such interim financing shares, up to twenty million (20,000,000) shares of the Company Class A common stock as stockholder earnout merger consideration. In addition, subject to certain adjustments, terms and conditions set forth in the Majic Merger Agreement, (1) after closing, certain management members of Majic would be entitled to receive from the Company sixteen million (16,000,000) shares of the Company Class A common stock, subject to the addition of bonus shares if the financial metrics of the post-merger company exceed such financial target by 20%; and (2) after closing, the Original Sponsor would be entitled to four million (4,000,000) shares of the Company Class A common stock. Such earnout consideration was subject to certain proration and catch-up earnout provisions.

The obligations of the parties to consummate the business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the respective parties being true and correct subject to the materiality standards contained in the Majic Merger Agreement; (b) material compliance by the parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Merger Agreement; (c) the approval by the Company’s stockholders of the business combination; (d) the approval by Majic’s stockholders of the business combination; (e) the absence of any Material Adverse Effect (as defined in the Majic Merger Agreement) with respect to the Company or with respect to Majic since the effective date of the Majic Merger Agreement that is continuing and uncured; (f) the election of the members of the post-closing board consistent with the provisions of the Majic Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible net assets upon the Closing; (h) the entry into certain ancillary agreements as of the closing; (i) the lack of any notice or communication from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; (j) the shares of Company Class A common stock issued as merger consideration being approved for listing on Nasdaq; the receipt of certain closing deliverables; (k) evidence that Majic has terminated, extinguished and cancelled in fully any outstanding Majic’s convertible securities or commitments; and (l) the Company having cash and cash equivalents, after giving effect to any stockholder redemptions, proceeds from any PIPE investment, and net of the Company’s expenses, of at least $50,000,000.

On February 3, 2023, the parties to the Majic Merger Agreement mutually terminated it pursuant to Section 8.1(a) of the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Majic Merger Agreement. On November 29, 2022, we held a special meeting of stockholders of the Company. At such special meeting, the Company’s stockholders approved an amendment to the charter to extend the date by which the Company must consummate its initial business combination from December 2, 2022 to June 2, 2023, subject to the approval of the Board of Directors of the Company, provided our Original Sponsor or its designees deposit into the Trust Account an amount equal to $0.067 per share for each public share or $125,000, prior to the commencement of each extension period. In connection with the extension stockholders holding 8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $87,541,322 (approximately $10.32 per share) was removed from the Trust Account to pay such holders, leaving $19,088,228 post redemption.

On December 1, 2022, the Company caused to be deposited $125,000 into or 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 December 2, 2022 to January 2, 2023.

On December 30, 2022, the Company caused to be deposited $125,000 into our 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 January 2, 2023, to February 2, 2023.

On February 2, 2023, the Company caused to be deposited $125,000 into its 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 February 2, 2023, to March 2, 2023.

On March 2, 2023, the Company caused to be deposited $125,000 into its 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 March 2, 2023, to April 2, 2023.

On March 13, 2023, the Company’s sponsor changed from the Original Sponsor to Sponsor when Aspire agreed to acquire all of the 2,581,500 shares of Class B common stock and 5,869,880 Private Placement Warrants from the Original Sponsor upon the closing of an initial business combination.

On March 31, 2023, the Company caused to be deposited $125,000 into its 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 April 2, 2023, to May 2, 2023.

On May 2, 2023, the Company, Merger Sub, and Regentis entered into the Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into Regentis, with Regentis continuing as the surviving entity after the Merger, as a result of which Regentis will become a direct, wholly-owned subsidiary of the Company.

On May 30, 2023, the Company held a virtual special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed May 10, 2023 (as amended, the “Extension Proxy”). At the special meeting, the Company stockholders approved the Extension Amendment Proposal, and the Company promptly filed the amended charter following the stockholders’ approval of the Extension Amendment Proposal. Pursuant to the amended charter, the Company has the right to extend beyond the Original Termination Date by up to 12, 1-month extensions through the Outside Date of June 2, 2024, the Outside Date, the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless the closing of the Company’s initial business combination shall have occurred, redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company or the Sponsor (or its affiliates or permitted designees) is required to deposit into the Trust Account the Extension Payments, and the Sponsor made a non-interest bearing, unsecured loan to the Company in the aggregate of $360,000 for payment of the Extension Payments.

Additionally, at such special meeting, the stockholders of the Company approved the Trust Amendment Proposal. Upon approval of the Extension Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company and the Trustee of the Trust Account promptly entered into an amendment to the trust agreement to extend the termination date for an additional twelve months, until June 2, 2024.

In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the special meeting, Redeeming Stockholders exercised the right to redeem their shares. On June 2, 2023, the Company made cash payments to the Redeeming Stockholders totalling $11,233,821, representing approximately $10.84 per share. Following such payments to the Redeeming Stockholders, the Company’s Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class A common stock outstanding were 812,715.

On July 10, 2023, the Company filed the initial Form S-4 with the SEC.

On July 25, 2023, the Company received the Delisting Letter from Nasdaq that the Company had not regained compliance within 180 calendar days (or until July 24, 2023) in accordance with the MVLS Requirement.

On July 27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination by requesting the Hearing to the Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company requested the Hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter. The Hearing with the Panel was then scheduled for September 21, 2023.

On August 8, 2023, the Company filed a Preliminary Proxy Statement on Schedule 14(a) with the SEC for stockholders to approve the Founder Share Amendment Proposal to amend the Existing OTEC Charter to provide for the right of the holders of Class B common stock, par value $0.0001 per share, to convert such shares of Class B common stock into shares of Class A common stock, par value $0.0001 per share, on a one-to-one basis at the election of such holders, rather than upon the closing of an initial business combination. The Company then filed the Proxy Statement with the SEC, providing notice of a special meeting of stockholders to be held on September 5, 2023 to propose to amend the Existing OTEC Charter in accordance with the Founder Share Amendment Proposal, in order to authorize the Company to regain compliance with the MVLS Requirement.

On September 5, 2023, the Company held a virtual special meeting of its stockholders following the notice provided by the Proxy Statement to amend the Existing OTEC Charter for the Founder Share Amendment Proposal in order to authorize the Company to regain compliance with Nasdaq. Following approval of the Founder Share Amendment Proposal by the Company’s stockholders, the Company promptly adopted and filed the related amendment to the Existing OTEC Charter with the Secretary of State of the State of Delaware. Effective as of September 5, 2023, the conversion of the Class B common stock to Class A common stock, resulted in the Company’s market value of securities increasing approximately $28,706,280 in addition to the Company’s then-current market value of securities being approximately $10,185,642, based on calculations utilizing the Company’s common stock closing price of $11.12 per share on August 28, 2023 to total approximately $38,891,922, above the required $35 million. The following ten consecutive business days after September 5, 2023, ended ahead of the Hearing.

On September 12, 2023, the Company filed Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.

As previously disclosed in a Form 8-K filed September 14, 2023, on September 13, 2023, the Company received the Notification Letter from Nasdaq stating that the Company currently does not meet the Public Holder Requirement and further stated that Nasdaq’s Panel would consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq at the Hearing already scheduled.

On October 9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception until January 2, 2024, subject to the following:

(1)	On or before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and

(2)	On or before January 2, 2024, OTEC shall complete the Business Combination, and establish compliance with Listing Rule 5505.

On October 10, 2023, the Company further demonstrated compliance with the MVLS Requirement.

On November 3, 2023, the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023.

Subsequent Events

Extension Payment to Trust Account

Amended and Restated Satisfaction and Discharge of Indebtedness

Over the Counter Trading

As previously disclosed, on April 24, 2024, the market maker for the common stock of the Company received approval from FINRA on the Form 211 to begin quoting the Company’s common stock over the counter under the ticker symbol “OTAC”, and the Company resumed trading over the counter. In connection with the Business Combination, the Company simultaneously disclosed that it planned to enter into an equity line purchase agreement with an investor pursuant to which the Company will have the right to issue and sell to the investor, and the investor will commit to purchase from the Company, up to $10 million in aggregate gross purchase price of newly issued fully paid shares of the Company’s common stock. The Company expects to receive an advance under such agreement upon the closing of the Business Combination, and to concurrently enter into a registration rights agreement with the investor, pursuant to which the Company will register the resale of the shares of common stock sold pursuant to such agreement.

Results of Operations

Our entire activity since inception was in preparation for our Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search for a prospective initial business combination. We will not generate any operating revenues until the closing and completion of the Business Combination, at the earliest.

For the three months ended March 31, 2024, we had net loss of $1,603,321, largely driven by operating costs of $711,824, provision for income taxes of $9,563, interest expense of $49,244, and change in fair value of warrant liabilities of $909,903, offset by interest income of $77,213.

For the three months ended March 31, 2023, we had net loss of $1,052,192, largely driven by change in fair value of warrant liability of $330,873 and $464,054 in formation and operating costs, as well as finance costs related to transfer of Sponsor shares to Aspire of $464,054, offset by interest income of $207,405.

Liquidity and Going Concern

On March 31, 2024, we had cash of $17,183 and a working capital deficit of $6,083,979.

Our liquidity needs up to March 31, 2024, were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (see Note 5), loans from related party and outside investors with amounts outstanding totalling $1,829,539 and $1,729,539, as of March 31, 2024 and December 31, 2023, respectively, and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account Trust Account.

As of March 31, 2024, we had cash in the Trust Account of $9,296,616. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete the Business Combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete the Business Combination.

Until the consummation of the Business Combination, we will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. We will need to raise additional capital through loans or additional investments from Sponsor, stockholders, officers, directors, or third parties. Our Sponsor, officers and directors may, but are not obligated to, loan our funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to certain registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement and Amendment

The underwriter was entitled to an underwriting discount of $0.20 per Unit, or $2,065,200 in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), paid at the closing of the Initial Public Offering. $3,614,100 in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the Underwriting Agreement.

On December 15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties have agreed to amend the Underwriting Agreement as follows: (i) The Company and Maxim mutually agreed that the rights of first refusal be deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an underwriter in any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates a business combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 at the closing of such business combination as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been limited to 326,000 Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim agreed that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of Maxim. For the sake of clarity, all right and obligations relating to underwriting fees (including but not limited to deferred underwriting commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets on March 31, 2024 and December 31, 2023.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

We consider an accounting estimate to be critical if (i) the accounting estimate requires to make assumptions about matters that were highly uncertain at the time when the accounting estimate was made; and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material amount on our financial condition or results of operations. We have identified management inputs used in the calculation of Company’s warrant liabilities and class A shares as critical accounting estimates. There are other items in our financial statements that require estimation but are not deemed to be critical, as defined above.:

Offering Costs

In connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued Class B common stock from the Founder Shares to the investors who participated in the offering. The fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost was be allocated to the only financial instruments issued, which were private placement warrants. Offering costs allocated to derivative warrant liabilities are expensed as incurred in the statement of operations.

Net (Loss) Income Per Common Stock

The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 16,543,700 shares for the three months ended March 31, 2024 and March 31, 2023 of Class A common stock subject to possible redemption in the calculation of diluted (loss) income per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three months ended March 31, 2024 and March 31, 2023. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Corporate Opportunities

Article X of the Existing OTEC Charter provides that, to the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to OTEC or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the Existing OTEC Charter or in the future, and OTEC renounces any expectancy that any of the directors or officers of OTEC will offer any such corporate opportunity of which he or she may become aware to OTEC, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of OTEC with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of OTEC and (i) such opportunity is one OTEC is legally and contractually permitted to undertake and would otherwise be reasonable for OTEC to pursue and (ii) the director or officer is permitted to refer that opportunity to OTEC without violating any legal obligation. The fact that we have such provisions in our Existing OTEC Charter waiving the corporate opportunities doctrine on an ongoing basis means that OTEC’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to OTEC.

Although the provisions of Article X of the Existing OTEC Charter exempt OTEC and its officers and directors from appliable corporate opportunity doctrines, OTEC and its officers and directors have nonetheless acted within the parameters of such applicable doctrines since OTEC’s inception, including during all activities related to the OTEC IPO and the Business Combination. Further, OTEC’s officers and directors do not hold positions nor devote their time to any other special purpose acquisition companies that would have competing interests with those of OTEC. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in our Existing OTEC Charter did not, to our knowledge, impact our search for an acquisition target or prevent us from reviewing any opportunities as a result of such waiver.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective, due to the material weaknesses in our internal control over financial reporting for the following:

●	Controls over the identification, accounting and reporting for complex financial instruments; and

●	Controls over the protection of funds permitted for withdrawal from the trust, including both the timely payment of income and other tax liabilities and ineffective oversight by the board relating to the Company recurring non-compliance with an investment management trust agreement.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended as of March 31, 2024, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 6. Exhibits.

Exhibit Number		Description
1.1*		Underwriting Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and Maxim Group LLC, as representatives of the several underwriters (incorporated by reference as Exhibit 1.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
1.2*		Amendment of Underwriting Agreement, dated December 15, 2021, by and between OceanTech Acquisitions I Corp. and Maxim Group LLC, as representatives of the several underwriters (incorporated by reference as Exhibit 1.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on September 13, 2023).
2.1*†		Agreement and Plan of Merger, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd., and R.B. Merger Sub Ltd. (incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023).
2.2*		Amendment No. 1 to Agreement and Plan of Merger, dated July 7, 2023, by and among OceanTech Acquisitions I Corp., R.B. Merger Sub Ltd. and Regentis Biomaterials Ltd. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on July 10, 2023).
3.1*		Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. dated May 27, 2021 (incorporated by reference as Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
3.2*		Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference from Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on December 2, 2022).
3.3*		Second Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference from Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on May 30, 2023).
3.4*		Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on September 6, 2023).
3.5*		By Laws of OceanTech Acquisitions I (incorporated by reference from Exhibit 3.3 of Form S-1 filed by OceanTech Acquisitions I Corp. with the SEC on April 9, 2021).
4.1*		Warrant Agreement, dated May 27, 2021, by and between Continental Stock Transfer & Trust Company and OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 4.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
4.2*		Subscription Agreement, dated May 23, 2023, between OceanTech Acquisitions I Corp., Aspire Acquisition LLC and Polar Multi-Strategy Master Fund. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on December 29, 2023).
4.3*		Subscription Agreement, dated October 24, 2023, between OceanTech Acquisitions I Corp., Aspire Acquisition LLC and Polar Multi-Strategy Master Fund. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on December 29, 2023).
10.1*		Investment Management Trust Agreement, dated May 27, 2021, by and between Continental Stock Transfer & Trust Company and OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 10.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
10.2*		Voting Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd. and certain shareholders of Regentis party thereto. Incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023).
10.3*		Registration Rights Agreement, dated May 27, 2021, by and among OceanTech Acquisitions I Corp. and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.2 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.4*		Sponsor Support Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd., Aspire Acquisition LLC and certain individuals party thereto (CORRECTED)(incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on July 10, 2023).
10.5*		Letter Agreement, dated May 27, 2021, by and among OceanTech Acquisitions I Corp., its officers and directors and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.3 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.6*		Private Placement Warrants Purchase Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.4 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.7*		Administrative Support Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.5 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.8*		Purchase Agreement, dated as of March 13, 2023, by and among OceanTech Acquisitions I Corp., Aspire Acquisition LLC and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on March 13, 2023)
10.9*		Securities Subscription Agreement, dated February 14, 2021, between the Company and the Original Sponsor (incorporated by reference as Exhibit 10.5 of Form S-1 filed by OceanTech Acquisitions I Corp. with the SEC on April 9, 2021).
31.1**		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2**		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1***		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2***		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

*	Previously filed.
**	Filed herewith.
***	Furnished herewith.
†	Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 28th day of May, 2024.

	OCEANTECH ACQUISITIONS I CORP.

	By:	/s/ Suren Ajjarapu
	Name:	Suren Ajjarapu
	Title:	Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Francis Knuettel II
	Name:	Francis Knuettel II
	Title:	Chief Financial Officer (Principal Financial Officer)

Exhibit 31.1

CERTIFICATIONS

I, Suren Ajjarapu, certify that:

I have reviewed this Quarterly Report on Form 10-Q of OceanTech Acquisitions I Corp. for the quarter ended March 31, 2024;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 28, 2024


	/s/ Suren Ajjarapu
	Suren Ajjarapu
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Francis Knuettel II, certify that:

I have reviewed this Quarterly Report on Form 10-Q of OceanTech Acquisitions I Corp. for the quarter ended March 31, 2024;

(a)

(b)

Any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 28, 2024

	By:	/s/ Francis Knuettel II
		Francis Knuettel II
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of OceanTech Acquisitions I Corp. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Suren Ajjarapu, Chief Executive Officers of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: May 28, 2024

	/s/ Suren Ajjarapu
	Suren Ajjarapu
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of OceanTech Acquisitions I Corp. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Francis Knuettel II, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: May 28, 2024

	By:	/s/ Francis Knuettel II
		Francis Knuettel II
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 28, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40450
Entity Registrant Name	OceanTech Acquisitions I Corp.
Entity Central Index Key	0001846809
Entity Tax Identification Number	85-2122558
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	515 Madison Avenue
Entity Address, Address Line Two	8th Floor - Suite 8133
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(929)
Local Phone Number	412-1272
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		3,497,475
Units Each Consisting of One Share Of Class Common Stock and One Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one redeemable warrant
Trading Symbol	OTECU
Security Exchange Name	NASDAQ
Class Common Stock Par Value 0.0001 Per Share [Member]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	OTEC
Security Exchange Name	NASDAQ
Warrants Each Warrant Exercisable For One Share Of Class Common Stock For 11.50 Per Share [Member]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share
Trading Symbol	OTECW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
ASSETS:
Cash	$ 17,183	$ 101,174
Total current assets	17,183	101,174
Investments held in Trust Account	9,296,616	9,287,900
TOTAL ASSETS	9,313,799	9,389,074
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT:
Accounts payable and accrued expenses	3,692,805	3,233,469
Income tax payable	72,958	63,395
Excise tax payable	112,338	112,338
Promissory notes	1,347,355	1,203,961
Promissory notes – related party	448,039	448,039
Due to related parties	427,667	427,667
Total current liabilities	6,101,162	5,488,869
Other long-term liabilities	2,000,000	2,000,000
Deferred underwriting commissions	3,614,100	3,614,100
Warrant liabilities	1,240,775	330,872
Total Liabilities	12,956,037	11,433,841
Stockholders’ Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital	1,455,340	1,549,028
Accumulated deficit	(14,569,443)	(12,966,122)
Total Stockholders’ Deficit	(13,113,834)	(11,416,825)
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT	9,313,799	9,389,074
Common Class A Subject to Redemption [Member]
Redeemable Common Stock
Class A common stock subject to possible redemption	9,471,596	9,372,058
Stockholders’ Deficit:
Common stock, value	269	269
Common Class B [Member]
Stockholders’ Deficit:
Common stock, value
Total Stockholders’ Deficit

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Class A common stock subject to possible redemption	812,715	812,715
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A Subject to Redemption [Member]
Class A common stock subject to possible redemption	812,715	812,715
Class A common stock subject to possible redemption	$ 11.65	$ 11.53
Common Class A [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,684,760	2,684,760
Common stock, shares issued	2,684,760	2,684,760
Common Class B [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	0	0
Common stock, shares issued	0	0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Operating and formation costs	$ 711,824	$ 464,054
Loss from operations	(711,824)	(464,054)
other income/(expenses)
Interest earned on investments in trust	77,213	207,405
Interest expense	(49,244)
Finance transaction costs		(464,670)
Change in fair value of warrants	(909,903)	(330,873)
Total other expense, net	(881,934)	(588,138)
Loss before taxes	(1,593,758)	(1,052,192)
Provision for income taxes	(9,563)
Net loss	$ (1,603,321)	$ (1,052,192)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Common Class A Subject to Redemption [Member]
Basic weighted average shares outstanding	812,715	1,848,503
Diluted weighted average shares outstanding	812,715	1,848,503
Basic net income per common stock	$ (0.46)	$ (0.23)
Diluted net income per common stock	$ (0.46)	$ (0.23)
Common Share Not Subject Redemption [Member]
Basic weighted average shares outstanding	2,684,760	2,684,760
Diluted weighted average shares outstanding	2,684,760	2,684,760
Basic net income per common stock	$ 0.46	$ 0.23
Diluted net income per common stock	$ 0.46	$ 0.23

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 10	$ 259	$ 2,248,291	$ (10,723,604)	$ (8,475,044)
Balance at the begining (in shares) at Dec. 31, 2022	103,260	2,581,500
Overdraw of Trust Assets Payable to Trust by Sponsor
Remeasurement of Class A common stock to redemption value			(532,405)		(532,405)
Net loss				(1,052,192)	(1,052,192)
Contribution related to financing costs attributed to Aspire Securities Purchase Agreement			464,670		464,670
Ending balance, value at Mar. 31, 2023	$ 10	$ 259	2,180,556	(11,775,796)	(9,594,971)
Balance at the ending (in shares) at Mar. 31, 2023	103,260	2,581,500
Beginning balance, value at Dec. 31, 2023	$ 269		1,549,028	(12,966,122)	(11,416,825)
Balance at the begining (in shares) at Dec. 31, 2023	2,684,760
Fair value of Class A common shares to be transferred under promissory note			5,850		5,850
Overdraw of Trust Assets Payable to Trust by Sponsor			(90,822)		(90,822)
Remeasurement of Class A common stock to redemption value			(8,716)		(8,716)
Net loss				(1,603,321)	(1,603,321)
Ending balance, value at Mar. 31, 2024	$ 269		$ 1,455,340	$ (14,569,443)	$ (13,113,834)
Balance at the ending (in shares) at Mar. 31, 2024	2,684,760

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net loss	$ (1,603,321)	$ (1,052,192)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments in trust	(77,213)	(207,405)
Non-cash interest expense	49,244
Change in fair value of warrants	909,903	330,873
Finance transaction cost		464,670
Changes in operating assets and liabilities:
Prepaid assets		179
Accounts payable and accrued expenses	459,336	362,907
Income tax payable	9,563
Due to related party		30,000
Net cash used in operating activities	(252,488)	(70,968)
Cash Flows from Investing Activities:
Extension Contributions to Trust Account	(60,000)	(375,000)
Cash withdrawn from Trust Account for taxes	128,497
Net cash provided by (used in) investing activities	68,497	(375,000)
Cash Flows from Financing Activities:
Proceeds from issuance of promissory notes	100,000	301,500
Proceeds from issuance of promissory note to related party		125,000
Net cash provided by financing activities	100,000	426,500
Net Change in Cash	(83,991)	(19,468)
Cash – Beginning	101,174	35,806
Cash – Ending	17,183	16,338
Supplemental Disclosure of Non-cash Financing Activities:
Debt discount recognized for the fair value of Class A common stock to be transferred under promissory note	5,850
Overdraw of trust assets payable to trust by Sponsor	90,822
Remeasurement of Class A common stock to redemption value	$ 8,716	$ 532,405

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization and Business Operations

Note 1 - Description of Organization and Business Operations

On September 5, 2023, as further described below, all of Sponsor’s Class B common stock was converted to Class A common stock.

Financing

On July 10, 2023, the Company filed the initial Form S-4 with the SEC.

On September 12, 2023, the Company filed Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.

On October 9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception until January 2, 2024, subject to the following:

(1)	On or before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and

(2)	On or before January 2, 2024, OTEC shall complete the Business Combination, and establish compliance with Listing Rule 5505.

On October 10, 2023, the Company further demonstrated compliance with the MVLS Requirement.

On November 3, 2023, the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023.

The Company received the Notice of Effectiveness by the SEC on December 29, 2023 following the filing of amendment No.’s 4 and 5 to form S-4 with the SEC.

See Note 11 below for Subsequent Events.

Franchise and Income Tax Withdrawals from Trust Account

Liquidity and Going Concern

On March 31, 2024, the Company had cash of $17,183 and a working capital deficit of $6,083,979.

Risks and Uncertainties

Inflation Reduction Act of 2022

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Trust Account

On February 28, 2024 the Company instructed the transfer agent to transfer funds held in the Trust Account from the brokerage investment account into demand deposit account.

See Note 11 below for additional extension payments.

Offering Costs

Fair Value of Financial Instruments

Derivative Financial Instruments

Fair Value Measurements

●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Net (Loss) Income Per Common Stock

The basic and diluted (loss) income per common stock is calculated as follows:

	For the Three Months Ended
	March 31,
	2024			2023
Common stock subject to possible redemption
Numerator:
Net loss allocable to Class A common stock subject to possible redemption	$	(372,567	)	$	(429,046	)
Denominator:
Weighted Average Redeemable Class A common stock, basic and diluted		812,715			1,848,503
Basic and Diluted net loss per share, redeemable Class A common stock	$	(0.46	)	$	(0.23	)

Non-redeemable common stock
Numerator:
Net loss allocable to non-redeemable common stock	$	(1,230,754	)	$	(623,146	)
Denominator:
Weighted Average non-redeemable common stock, basic and diluted		2,684,760			2,684,760
Basic and diluted net loss per share, common stock	$	(0.46	)	$	(0.23	)

Income Taxes

Redeemable Share Classification

As of March 31, 2024 and December 31, 2023, the Class A common stock reflected on the balance sheets are reconciled in the following table:


	March 31, 2024			December 31, 2023
	Shares	Amount		Shares	Amount
As of beginning of the period	812,715	$	9,372,058	1,848,503	$	19,419,552
Less:
Redemptions	—		—	(1,035,788)		(11,233,821)
Plus:
Remeasurement of carrying value to redemption value attributable to:
Amount due from Sponsor	—		90,822	—		84,159
Accretion of carrying value to redemption value	—		8,716	—		1,102,168
Contingently redeemable Class A common stock subject to possible redemption	812,715	$	9,471,596	812,715	$	9,372,058

Debt discounts

Recent Accounting Pronouncements

Initial Public Offering

3 Months Ended

Mar. 31, 2024

Initial Public Offering

Initial Public Offering

Note 3 - Initial Public Offering

Private Placement

3 Months Ended

Mar. 31, 2024

Private Placement

Private Placement

Note 4 - Private Placement

On June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price of $1.00 per warrant.

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 5 - Related Party Transactions

Founder Shares

Promissory Notes-Related Party

Related Party Loans

Administrative Support Agreement

Promissory Notes

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Promissory Notes

Note 6 - Promissory Notes

As of March 31, 2024, and December 31, 2023 $1,381,500 and $1,281,500 was outstanding under the promissory notes.

Derivative Warrant Liabilities

3 Months Ended

Mar. 31, 2024

Derivative Warrant Liabilities

Derivative Warrant Liabilities

Note 7 - Derivative Warrant Liabilities

Public Warrants

Private Placement Warrants

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

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants):

●	in whole and not in part;

●	at a price of $0.01 per warrant;

●	upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Measurements

Fair Value Measurements

Note 8 - Fair Value Measurements


	March 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Warrant Liability- public	$	774,450	$		$	—	$	774,450
Warrant Liability- private		466, 325		—		—		466, 325
Total Warrant Liability	$	1,240,775	$	—	$	—	$	1,240,775


	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	9,287,900	$	9,287,900	$	—	$	—
	$	9,287,900	$	9,287,900	$	—	$	—
Liabilities:
Warrant Liability- public	$	206,520	$	206,520	$	—	$	—
Warrant Liability- private		124,352		—		—		124,352
Total Warrant Liability	$	330,872	$	206,520	$	—	$	124,352

				Public and Private
	Public Warrants			Warrants		Warrant
	Level 1			Level 3		Liabilities
Warrant liabilities at December 31, 2023	$	206,520		$	124,354	$	330,872
Transfer from Level 1 to Level 3		(206,520	)		206,520		—
Change in Fair Value		—			909,903		909,903
Warrant liabilities at March 31, 2024	$	—		$	466,328	$	1,240,775

				Private
	Public Warrants			Warrants			Warrant
	Level 1			Level 3			Liabilities
Warrant liabilities at December 31, 2022	$	413,040		$	248,707		$	661,747
Change in Fair Value		(206,520	)		(124,354	)		(330,874	)
Warrant liabilities at March 31, 2023	$	206,520		$	124,352		$	330,872

The key inputs into the modified Black-Scholes model were as follows:

	March 31, 2024			December 31, 2023
Risk-free interest rate		4.12	%		3.77	%
Expected term (years)		5.09			5.09
Expected volatility		4.67	%		8.0	%
Stock price	$	11.75		$	11.35
Strike price	$	11.50		$	11.50
Dividend yield		0	%		0	%
Probability of business combination		1.50	%		1.00	%

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9 - Commitments and Contingencies

Registration Rights

Underwriting Agreement

Amendment of Underwriting Agreement

Representative’s Class A Common Stock

Right of First Refusal

Captura Merger Agreement

Majic Merger Agreement

Purchase Agreement

Regentis Merger Agreement

Subscription Agreement

Stockholders’ Deficit

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders’ Deficit

Note 10 - Stockholders’ Deficit

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events

Subsequent Events

Note 11 - Subsequent Events

Extension Payment to Trust Account

Amended and Restated Satisfaction and Discharge of Indebtedness

Over the Counter Trading

Equity Line Purchase Agreement

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Trust Account

Trust Account

On February 28, 2024 the Company instructed the transfer agent to transfer funds held in the Trust Account from the brokerage investment account into demand deposit account.

See Note 11 below for additional extension payments.

Offering Costs

Offering Costs

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Derivative Financial Instruments

Derivative Financial Instruments

Fair Value Measurements

Fair Value Measurements

●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Net (Loss) Income Per Common Stock

Net (Loss) Income Per Common Stock

Income Taxes

Income Taxes

Redeemable Share Classification

Redeemable Share Classification

As of March 31, 2024 and December 31, 2023, the Class A common stock reflected on the balance sheets are reconciled in the following table:


	March 31, 2024			December 31, 2023
	Shares	Amount		Shares	Amount
As of beginning of the period	812,715	$	9,372,058	1,848,503	$	19,419,552
Less:
Redemptions	—		—	(1,035,788)		(11,233,821)
Plus:
Remeasurement of carrying value to redemption value attributable to:
Amount due from Sponsor	—		90,822	—		84,159
Accretion of carrying value to redemption value	—		8,716	—		1,102,168
Contingently redeemable Class A common stock subject to possible redemption	812,715	$	9,471,596	812,715	$	9,372,058

Debt discounts

Debt discounts

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

The basic and diluted (loss) income per common stock is calculated as follows

The basic and diluted (loss) income per common stock is calculated as follows:

	For the Three Months Ended
	March 31,
	2024			2023
Common stock subject to possible redemption
Numerator:
Net loss allocable to Class A common stock subject to possible redemption	$	(372,567	)	$	(429,046	)
Denominator:
Weighted Average Redeemable Class A common stock, basic and diluted		812,715			1,848,503
Basic and Diluted net loss per share, redeemable Class A common stock	$	(0.46	)	$	(0.23	)

Non-redeemable common stock
Numerator:
Net loss allocable to non-redeemable common stock	$	(1,230,754	)	$	(623,146	)
Denominator:
Weighted Average non-redeemable common stock, basic and diluted		2,684,760			2,684,760
Basic and diluted net loss per share, common stock	$	(0.46	)	$	(0.23	)

Schedule of class A common stock reconciliation


	March 31, 2024			December 31, 2023
	Shares	Amount		Shares	Amount
As of beginning of the period	812,715	$	9,372,058	1,848,503	$	19,419,552
Less:
Redemptions	—		—	(1,035,788)		(11,233,821)
Plus:
Remeasurement of carrying value to redemption value attributable to:
Amount due from Sponsor	—		90,822	—		84,159
Accretion of carrying value to redemption value	—		8,716	—		1,102,168
Contingently redeemable Class A common stock subject to possible redemption	812,715	$	9,471,596	812,715	$	9,372,058

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Measurements

Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis


	March 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Warrant Liability- public	$	774,450	$		$	—	$	774,450
Warrant Liability- private		466, 325		—		—		466, 325
Total Warrant Liability	$	1,240,775	$	—	$	—	$	1,240,775


	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	9,287,900	$	9,287,900	$	—	$	—
	$	9,287,900	$	9,287,900	$	—	$	—
Liabilities:
Warrant Liability- public	$	206,520	$	206,520	$	—	$	—
Warrant Liability- private		124,352		—		—		124,352
Total Warrant Liability	$	330,872	$	206,520	$	—	$	124,352

Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows

				Public and Private
	Public Warrants			Warrants		Warrant
	Level 1			Level 3		Liabilities
Warrant liabilities at December 31, 2023	$	206,520		$	124,354	$	330,872
Transfer from Level 1 to Level 3		(206,520	)		206,520		—
Change in Fair Value		—			909,903		909,903
Warrant liabilities at March 31, 2024	$	—		$	466,328	$	1,240,775

				Private
	Public Warrants			Warrants			Warrant
	Level 1			Level 3			Liabilities
Warrant liabilities at December 31, 2022	$	413,040		$	248,707		$	661,747
Change in Fair Value		(206,520	)		(124,354	)		(330,874	)
Warrant liabilities at March 31, 2023	$	206,520		$	124,352		$	330,872

Schedule of quantitative information regarding Level 3 fair value measurements inputs

The key inputs into the modified Black-Scholes model were as follows:

	March 31, 2024			December 31, 2023
Risk-free interest rate		4.12	%		3.77	%
Expected term (years)		5.09			5.09
Expected volatility		4.67	%		8.0	%
Stock price	$	11.75		$	11.35
Strike price	$	11.50		$	11.50
Dividend yield		0	%		0	%
Probability of business combination		1.50	%		1.00	%

Description of Organization and Business Operations (Details Narrative) - USD ($)										1 Months Ended	3 Months Ended	12 Months Ended
	Jul. 27, 2023	Jul. 07, 2023	May 30, 2023	May 30, 2023	May 18, 2023	Nov. 29, 2022	Jun. 17, 2021	Jun. 17, 2021	Jun. 02, 2021	Feb. 28, 2021	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2024	Mar. 04, 2024	Jan. 30, 2024	Dec. 27, 2023	Nov. 27, 2023	Oct. 27, 2023	Sep. 27, 2023	Sep. 05, 2023	Aug. 31, 2023	Aug. 30, 2023	Aug. 28, 2023	Aug. 08, 2023	Jul. 28, 2023	Jun. 27, 2023	Jun. 01, 2023	Mar. 31, 2023	Mar. 13, 2023	Mar. 02, 2023	Feb. 02, 2023	Dec. 30, 2022	Dec. 01, 2022	Jun. 02, 2022	Jun. 18, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Condition for future business combination number of businesses minimum											1
Purchase price, per unit						$ 10.32
Transaction costs									$ 690,542
Underwriting discount									2,065,200
Deferred underwriting discount									3,614,100
Fair value of underwriter shares									1,033,633
Other offering costs									769,518
Transaction costs including accumulated deficit									$ 6,791,909
Share price						$ 0.067							$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037		$ 0.037	$ 0.037			$ 0.037	$ 0.037	$ 0.037	$ 0.067		$ 0.067	$ 0.067	$ 0.067	$ 0.067
Amount trust account on each public shares						$ 125,000
Assets held in trust						$ 87,541,322							$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000		$ 30,000	$ 30,000			$ 30,000	$ 30,000	$ 30,000	$ 125,000		$ 125,000	$ 125,000	$ 125,000	$ 125,000
Sponsor fees, description					he Company and Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor, pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extensions, up to an aggregate of $360,000. (See below regarding the current extensions exercised.)
Sponsor fees					$ 30,000
Aggregate value					$ 360,000
Business combination term			100
Common Stock, Voting Rights			the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A common stock (the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company made cash payments to the Redeeming Stockholders totalling $11,233,821, representing approximately $10.84 per share. Following such payments to the Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class A common stock outstanding were 812,715.
Other description	On July 27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter. The hearing with the Panel was then scheduled for September 21, 2023 (the “Hearing”).
Addition securities																				$ 28,706,280			$ 38,891,922
Marketable securities current																				$ 10,185,642			$ 35,000,000
Stock closing price, per share																				$ 11.12
Franchise and income tax withdrawals from trust account description											the Company withdrew $789,975 from the Trust Account to pay its liabilities related to the Delaware franchise taxes and income taxes. Through March 31, 2024, the Company remitted $521,931 to the respective tax authorities. Additionally, as of March 31, 2024, the Company had accrued but unpaid liability of $102,558 related to its income and Delaware franchise tax obligations. The difference between actual withdrawals and allowable withdrawals was recorded as a distribution to sponsor within the statement of changes in stockholders deficit in the amount of $107,827 for the year ended December 31, 2023 and $90,822 in the quarter ended March 31, 2024.
Cash											$ 17,183
Working capital deficit											6,083,979
Sales											25,000
Related parties investors											1,829,539	$ 1,729,539
Number of common shares elected to redeem				1,035,788
Liability on trust redemptions											$ 112,338
Maximum [Member] \| Merger Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Merger consideration		$ 96,000,000
Minimum [Member] \| Merger Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Merger consideration		$ 95,000,000
Trust Account [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Unsecured debt			$ 360,000	$ 360,000
Common Class B [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of private placement warrants (in shares)																													2,581,500
Convertible, per share																								$ 0.0001
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible, per share																								$ 0.0001
Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of private placement warrants (in shares)																													5,869,880					1,548,900
Exercise price of warrants																																		$ 1.00
Public Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise price of warrants																																		$ 0.15
Public Warrants [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise price of warrants											$ 11.50
Share price											$ 9.20
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of private placement warrants (in shares)						8,477,497
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of units issued									10,000,000
Purchase price, per unit									$ 10.00
Proceeds from initial public offering, net of underwriting discount									$ 100,000,000
Transaction costs									$ 7,482,451
IPO [Member] \| Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of units issued										11,500,000
Private Placement [Member] \| Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of private placement warrants (in shares)							97,800	97,800	4,571,000
Warrants price (in dollars per share)									$ 1.00
Proceeds from sale of Private Placement Warrants								$ 97,800	$ 4,571,000
Exercise price of warrants							$ 1.00	$ 1.00	$ 1.00
Private Placement [Member] \| Private Placement Warrants [Member] \| Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of private placement warrants (in shares)									3,871,000																										74,980
Private Placement [Member] \| Private Placement Warrants [Member] \| Maxim Groups Llc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of private placement warrants (in shares)									700,000
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of units issued							326,000	326,000	1,500,000		1,500,000
Purchase price, per unit							$ 10.00	$ 10.00	$ 10.00
Proceeds from initial public offering, net of underwriting discount								$ 3,260,000
Proceeds from issuance of units							$ 3,260,000
Underwriting fees							$ 65,200	$ 65,200

The basic and diluted (loss) income per common stock is calculated as follows (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Common Class A Subject to Redemption [Member]
Net income allocable to Class A common stock subject to possible redemption	$ (372,567)	$ (429,046)
Weighted average non redeemable common stock, diluted	812,715	1,848,503
Non redeemable net income loss per share. diluted	$ 0.46	$ 0.23
Common Share Not Subject Redemption [Member]
Weighted average non redeemable common stock, diluted	2,684,760	2,684,760
Non redeemable net income loss per share. diluted	$ 0.46	$ 0.23
Net (loss) income allocable to non-redeemable common stock	$ (1,230,754)	$ (623,146)

Schedule of class A common stock reconciliation (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Extension redemptions on November 29, 2022		(1,035,788)
Temporary Equity Extension to Redemption Value Adjustment		$ (11,233,821)
Amount due from Sponsor	$ 90,822	84,159
Trust earnings	$ 8,716	$ 1,102,168
Temporary equity, shares outstanding	812,715		812,715
Common Class A Subject to Redemption [Member]
Temporary equity, shares outstanding	812,715	1,848,503
Temporary equity, carrying amount, attributable to parent	$ 9,471,596	$ 9,372,058	$ 9,372,058
Temporary equity, shares outstanding	812,715		812,715

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		3 Months Ended
	Jun. 02, 2022	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2024	Mar. 04, 2024	Jan. 30, 2024	Dec. 31, 2023	Dec. 27, 2023	Nov. 27, 2023	Oct. 27, 2023	Sep. 27, 2023	Aug. 31, 2023	Aug. 30, 2023	Jul. 28, 2023	Jun. 27, 2023	Jun. 03, 2023	Jun. 01, 2023	May 02, 2023	Mar. 13, 2023	Mar. 02, 2023	Feb. 02, 2023	Dec. 30, 2022	Dec. 01, 2022	Nov. 29, 2022
Subsidiary, Sale of Stock [Line Items]
Cash equivalents		$ 0					$ 0
Share price			$ 0.067	$ 0.037	$ 0.037	$ 0.037		$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037		$ 0.037			$ 0.067	$ 0.067	$ 0.067	$ 0.067	$ 0.067
Assets held in trust			$ 125,000	$ 30,000	$ 30,000	$ 30,000		$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000		$ 30,000			$ 125,000	$ 125,000	$ 125,000	$ 125,000	$ 87,541,322
Purchase price, per unit																								$ 10.32
Effective tax rate		0.60%	(0.00%)
Effective tax rate		(0.60%)	0.00%
Statutory tax rate		21.00%	21.00%
Unrecognized tax benefits		$ 0					0
Unrecognized tax benefits, income tax penalties and interest accrued		$ 0					$ 0
Common Class B [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants (in shares)																			2,581,500
Shares transferred in extension offering	1,200,000
Common Class A Subject to Redemption [Member]
Subsidiary, Sale of Stock [Line Items]
Class A common stock subject to possible redemption, share price		$ 11.65					$ 11.53
Anti-dilutive securities attributable to warrants (in shares)		16,543,700	16,543,700
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants (in shares)																								8,477,497
Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Share price			$ 0.067															$ 0.067		$ 0.067	$ 0.067
Assets held in trust			$ 125,000												$ 30,000	$ 30,000		$ 125,000		$ 125,000	$ 125,000
IPO and Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from Issuance Initial Public Offering and Private Placement		$ 104,300,000
Share price		$ 10.10
Private Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Additional Investment Held in Trust Account Upon Closing Warrants Offering		$ 1,500,000
Class A common stock subject to possible redemption, share price		$ 0.15

Initial Public Offering (Details Narrative) - USD ($)				3 Months Ended
Initial Public Offering (Details Narrative) - USD ($)	Jun. 17, 2021	Jun. 17, 2021	Jun. 02, 2021	Mar. 31, 2024	Dec. 31, 2023	Nov. 29, 2022
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit						$ 10.32
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in dollars per share)				$ 0.0001	$ 0.0001
Public Warrants [Member] \| Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			1	1
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued			10,000,000
Purchase price, per unit			$ 10.00
Proceeds from initial public offering, net of underwriting discount			$ 100,000,000
IPO [Member] \| Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in dollars per share)			$ 0.0001
Number of shares in a unit			1
IPO [Member] \| Public Warrants [Member] \| Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant			1
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued	326,000	326,000	1,500,000	1,500,000
Purchase price, per unit	$ 10.00	$ 10.00	$ 10.00
Proceeds from initial public offering, net of underwriting discount		$ 3,260,000

Private Placement (Details Narrative) - USD ($)				3 Months Ended
Private Placement (Details Narrative) - USD ($)	Jun. 17, 2021	Jun. 17, 2021	Jun. 02, 2021	Mar. 31, 2024	Mar. 13, 2023	Jun. 02, 2022	Jun. 18, 2021
Over-Allotment Option [Member]
Class of Warrant or Right [Line Items]
Number of units issued	326,000	326,000	1,500,000	1,500,000
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase of shares issued					5,869,880	1,548,900
Exercise price of warrant						$ 1.00
Private Placement Warrants [Member] \| Private Placement [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase of shares issued	97,800	97,800	4,571,000
Exercise price of warrant	$ 1.00	$ 1.00	$ 1.00
Proceeds from issuance of warrants		$ 97,800	$ 4,571,000
Private Placement Warrants [Member] \| Private Placement [Member] \| Sponsor [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase of shares issued			3,871,000				74,980
Private Placement Warrants [Member] \| Private Placement [Member] \| Maxim Groups Llc [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase of shares issued			700,000

Related Party Transactions (Details Narrative) - USD ($)									1 Months Ended	3 Months Ended		12 Months Ended
	May 18, 2023	Mar. 13, 2023	Mar. 13, 2023	Jun. 02, 2022	Jun. 21, 2021	Jun. 17, 2021	Jun. 17, 2021	Jun. 02, 2021	Feb. 28, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Sep. 30, 2023	Feb. 14, 2021
Related Party Transaction [Line Items]
Conversion of stock, amount converted			$ 464,670	$ 3,600,000
Fair value per share converted		$ 0.18	$ 0.18	$ 3
Sponsor fees	$ 30,000
Aggregate value	$ 360,000
Related party transaction, amounts of transaction										$ 1,829,539		$ 1,729,539
Purchase Agreement [Member]
Related Party Transaction [Line Items]
Description of purchase agreement		(a) Sponsor agreed to pay the Original Sponsor $1.00 (the “Consideration”), (b) the Sponsor agreed to convey to Original Sponsor 250,000 shares to the equity holders of Original Sponsor pro rata based on such equity holders’ underlying interest in shares as of the date thereof (the “PSA Shares”), (c) the Sponsor agreed to convey to Original Sponsor 250,000 warrants to the equity holders of Original Sponsor pro rata based on such equity holders’ underlying interest in shares as of the date thereof (the “PSA Warrants”), and (d) the Sponsor agreed to (i) reimburse Joseph Adir, Chief Executive Officer of the Initial Sponsor, $25,000 (“Adir’s Reimbursement”), and (ii) pay Charles Baumgarner, Chief Financial Officer of the Initial Sponsor, $5,000 per month during the transition period
IPO [Member]
Related Party Transaction [Line Items]
Units Issued During Period Shares New Issues								10,000,000
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Units Issued During Period Shares New Issues						326,000	326,000	1,500,000		1,500,000
Maximum [Member] \| IPO [Member]
Related Party Transaction [Line Items]
Units Issued During Period Shares New Issues									11,500,000
Common Class B [Member]
Related Party Transaction [Line Items]
Number of shares subject to forfeiture					293,500
Common Class B [Member] \| Private Warrants [Member]
Related Party Transaction [Line Items]
Conversion of stock, shares converted			2,581,500	1,200,000
Founder Share [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Number of shares subject to forfeiture					326,000
Founder Share [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Number of shares subject to forfeiture					2,581,500
Founder Share [Member] \| Sponsor [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period, value, new issues									$ 25,000
Stock issued during Period, shares, new issues					293,500				2,875,000
Stock issued during Period, shares, new issues									20.00%
Founder Share [Member] \| Sponsor [Member] \| Common Class B [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Number of shares subject to forfeiture									375,000
Promissory Note with Related Party [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note														$ 300,000
Notes payable, related parties										$ 448,039		448,039
Related Party Loans [Member]
Related Party Transaction [Line Items]
Maximum loans convertible into warrants													$ 1,500,000
Warrants price per unit													$ 1.00
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Debt instrument related to administrative support agreement										427,667		$ 427,667
Administrative fees										$ 30,000	$ 30,000

Promissory Notes (Details Narrative) - USD ($)		3 Months Ended		12 Months Ended
Promissory Notes (Details Narrative) - USD ($)	May 23, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Oct. 24, 2023	May 18, 2023
Short-Term Debt [Line Items]
Aggregate value						$ 360,000
Interest expense related to debt discount		$ 49,244	$ 0
Investor [Member] \| Common Class A [Member]
Short-Term Debt [Line Items]
Promissary notes outstanding amount		32,500
Promissory Notes [Member] \| Investor [Member]
Short-Term Debt [Line Items]
Aggregate borrowing amount		$ 726,500
Promissary notes outstanding amount		130,000		$ 1,281,500
Debt discount total		$ 164,250
Debt discount per share		$ 0.18
Unamortized debt discount		$ 34,145
Promissory Notes [Member] \| Investor [Member] \| Common Class A [Member]
Short-Term Debt [Line Items]
Stock issued during period, shares, new issues		130,000
Promissory Notes [Member] \| Polar Multi Strategy Master Fund Member
Short-Term Debt [Line Items]
Aggregate value	$ 500,000				$ 250,000
Promissory Notes [Member] \| Polar Multi Strategy Master Fund Member \| Common Class A [Member]
Short-Term Debt [Line Items]
Stock issued during period, shares, new issues	500,000

Derivative Warrant Liabilities (Details Narrative) - $ / shares		3 Months Ended
	Jun. 02, 2021	Mar. 31, 2024	Jun. 30, 2024	Mar. 04, 2024	Jan. 30, 2024	Dec. 31, 2023	Dec. 27, 2023	Nov. 27, 2023	Oct. 27, 2023	Sep. 27, 2023	Aug. 31, 2023	Aug. 30, 2023	Jul. 28, 2023	Jun. 27, 2023	Jun. 01, 2023	Mar. 31, 2023	Mar. 02, 2023	Feb. 02, 2023	Dec. 30, 2022	Dec. 01, 2022	Nov. 29, 2022	Jun. 02, 2022
Share price			$ 0.037	$ 0.037	$ 0.037		$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.067	$ 0.067	$ 0.067	$ 0.067	$ 0.067	$ 0.067
Number of trading days on which fair market value of shares is reported		10 days
Public Warrants [Member]
Warrants outstanding		10,326,000				10,326,000
Exercise price of warrants																						$ 0.15
Threshold period for filling registration statement after business combination		15 days
Maximum threshold period for registration statement to become effective after business combination		90 days
Public Warrants [Member] \| Common Class A [Member]
Number of warrants in a unit	1	1
Exercise price of warrants		$ 11.50
Share price		$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant		60.00%
Threshold consecutive trading days		20 days
Share price trigger		$ 9.20
Percentage of gross proceeds on total equity proceeds		115.00%
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		180.00%
Public Warrants expiration term		5 years
Private Placement Warrants [Member]
Warrants outstanding		6,217,700				6,217,700
Exercise price of warrants																						$ 1.00
Private Placement Warrants [Member] \| Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds18.00 [Member]
Warrant redemption condition minimum share price		$ 18.00
Redemption price per public warrant (in dollars per share)		$ 0.01
Redemption period		30 days
class of warrant or right, redemption of warrants or rights, , threshold trading days		20 days

Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
U.S. Money Market held in Trust Account	$ 9,296,616	$ 9,287,900
Fair Value, Recurring [Member]
Class of Warrant or Right [Line Items]
Warrant Liabilities	1,240,775	330,872
U.S. Money Market held in Trust Account		9,287,900
Fair Value, Recurring [Member] \| U S Money Market Funds [Member]
Class of Warrant or Right [Line Items]
U.S. Money Market held in Trust Account		9,287,900
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Class of Warrant or Right [Line Items]
Warrant Liabilities	1,240,775	124,352
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Class of Warrant or Right [Line Items]
Warrant Liabilities		206,520
U.S. Money Market held in Trust Account		9,287,900
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| U S Money Market Funds [Member]
Class of Warrant or Right [Line Items]
U.S. Money Market held in Trust Account		9,287,900
Public Warrants [Member] \| Fair Value, Recurring [Member]
Class of Warrant or Right [Line Items]
Warrant Liabilities	774,450	206,520
Public Placement Warrants [Member] \| Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Class of Warrant or Right [Line Items]
Warrant Liabilities	774,450
Private Placement Warrants [Member] \| Fair Value, Recurring [Member]
Class of Warrant or Right [Line Items]
Warrant Liabilities	466	124,352
Private Placement Warrants [Member] \| Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Class of Warrant or Right [Line Items]
Warrant Liabilities	$ 466	$ 124,352

Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities at beginning of period	$ 330,872	$ 661,747
Warrant liabilities at end of period	1,240,775	330,872
Change in fair value	909,903	330,873
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities at end of period
Fair Value, Inputs, Level 1 [Member] \| Public Warrants [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities at beginning of period	206,520	413,040
Warrant liabilities at end of period		206,520
Change in fair value		(206,520)
Fair Value, Inputs, Level 3 [Member] \| Public Warrants [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities at beginning of period	124,354
Fair Value, Inputs, Level 3 [Member] \| Public Placement Warrants [Member]
Platform Operator, Crypto Asset [Line Items]
Change in fair value	(206,520)
Fair Value, Inputs, Level 3 [Member] \| Private Placement Warrants [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities at beginning of period		248,707
Change in fair value	206,520
Warrant liabilities at end of period	466,328	124,352
Change in fair value	$ 909,903	$ (124,354)

Schedule of quantitative information regarding Level 3 fair value measurements inputs (Details) - Fair Value, Inputs, Level 3 [Member] - Modified Black Scholes Model [Member]	Mar. 31, 2024 N $ / shares	Dec. 31, 2023 N $ / shares
Measurement Input, Risk Free Interest Rate [Member]
Platform Operator, Crypto Asset [Line Items]
Measurement inputs	0.0412	0.0377
Measurement Input, Expected Term [Member]
Platform Operator, Crypto Asset [Line Items]
Expected term (years)	5 years 1 month 2 days	5 years 1 month 2 days
Measurement Input, Price Volatility [Member] \| Pre Announcement [Member]
Platform Operator, Crypto Asset [Line Items]
Measurement inputs	0.0467	0.080
Measurement Input, Share Price [Member]
Platform Operator, Crypto Asset [Line Items]
Strike price \| $ / shares	$ 11.75	$ 11.35
Measurement Input, Exercise Price [Member]
Platform Operator, Crypto Asset [Line Items]
Strike price \| $ / shares	$ 11.50	$ 11.50
Measurement Input, Expected Dividend Rate [Member]
Platform Operator, Crypto Asset [Line Items]
Measurement inputs	0	0
Measurement Input Probability of Completing Business Combination [Member]
Platform Operator, Crypto Asset [Line Items]
Measurement inputs	0.0150	0.0100

Fair Value Measurements (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 1,240,775	$ 330,872

Commitments and Contingencies (Details Narrative)						3 Months Ended
Commitments and Contingencies (Details Narrative)	Mar. 13, 2023 $ / shares shares	Jun. 21, 2021 shares	Jun. 17, 2021 shares	Jun. 17, 2021 USD ($) shares	Jun. 02, 2021 shares	Mar. 31, 2024 USD ($) N $ / shares shares	Jun. 30, 2024 $ / shares	Mar. 04, 2024 $ / shares	Jan. 30, 2024 $ / shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 27, 2023 $ / shares	Nov. 27, 2023 $ / shares	Oct. 27, 2023 $ / shares	Sep. 27, 2023 $ / shares	Aug. 31, 2023 $ / shares	Aug. 30, 2023 $ / shares	Jul. 28, 2023 $ / shares	Jun. 27, 2023 $ / shares	Jun. 01, 2023 $ / shares	May 23, 2023 $ / shares shares	Mar. 31, 2023 $ / shares	Mar. 02, 2023 $ / shares	Feb. 02, 2023 $ / shares	Dec. 30, 2022 $ / shares	Dec. 01, 2022 $ / shares	Nov. 29, 2022 $ / shares	Dec. 15, 2021 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities \| N						3
Underwriter gross proceeds \| $						$ 2,065,200
Underwriting cash discount per unit \| $ / shares						$ 0.20
Consideration payable for waive of the right to first refusal \| $																											$ 2,000,000
Other long-term liabilities \| $						$ 2,000,000				$ 2,000,000
Purchase price \| $ / shares							$ 0.037	$ 0.037	$ 0.037		$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037		$ 0.067	$ 0.067	$ 0.067	$ 0.067	$ 0.067	$ 0.067
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued underwriters						103,260
Common stock, shares issued						2,684,760				2,684,760
Common stock, shares outstanding						2,684,760				2,684,760
Common stock, par value (in dollars per share) \| $ / shares						$ 0.0001				$ 0.0001
Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable \| $						$ 3,614,100
Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	2,581,500
Common stock, shares outstanding	2,581,500
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Purchase Agreement [Member] \| Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	0.0001
Purchase price \| $ / shares	$ 1.00
Subscription Agreement [Member] \| Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares outstanding																				500,000
Common stock, par value (in dollars per share) \| $ / shares																				$ 1.00
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Underwriting option period						45 days
Number of units issued			326,000	326,000	1,500,000	1,500,000
Underwriter gross proceeds \| $				$ 3,260,000
Maximum number of units issuable under amendment of underwriting agreement																											326,000
Over-Allotment Option [Member] \| Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued		1,174,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Private placement warrants	5,869,880

Stockholders’ Deficit (Details Narrative)				3 Months Ended
Stockholders’ Deficit (Details Narrative)	Jun. 17, 2021 shares	Jun. 17, 2021 shares	Jun. 02, 2021 shares	Mar. 31, 2024 N $ / shares shares	Dec. 31, 2023 N $ / shares shares	Jun. 21, 2021 shares
Class of Stock [Line Items]
Preferred shares, shares authorized				1,000,000	1,000,000
Preferred stock, par value, (per share) \| $ / shares				$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption				812,715	812,715
Over-Allotment Option [Member]
Class of Stock [Line Items]
Number of units issued	326,000	326,000	1,500,000	1,500,000
Common Class A [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)				100,000,000	100,000,000
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Common Stock, Shares, Issued				2,684,760	2,684,760
Common shares, shares outstanding (in shares)				2,684,760	2,684,760
Common shares, votes per share \| N				1	1
Common Class a Not Subject to Redemption [Member]
Class of Stock [Line Items]
Common Stock, Shares, Issued				2,684,760	2,684,760
Common shares, shares outstanding (in shares)				2,684,760	2,684,760
Common Class B [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)				10,000,000	10,000,000
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Common Stock, Shares, Issued				0	0
Common shares, shares outstanding (in shares)				0	0
Shares subject to forfeiture						293,500

Subsequent Events (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 02, 2024	May 01, 2024	Apr. 03, 2024	Mar. 04, 2024	Jan. 30, 2024	Dec. 27, 2023	Nov. 27, 2023	Oct. 27, 2023	Sep. 27, 2023	Aug. 31, 2023	Aug. 30, 2023	Jul. 28, 2023	Jun. 27, 2023	Jun. 01, 2023	Mar. 31, 2023	Mar. 02, 2023	Feb. 02, 2023	Dec. 30, 2022	Dec. 01, 2022	Nov. 29, 2022
Assets held in trust	$ 30,000				$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 30,000	$ 125,000	$ 125,000	$ 125,000	$ 125,000	$ 125,000	$ 87,541,322
Share price	$ 0.037				$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.037	$ 0.067	$ 0.067	$ 0.067	$ 0.067	$ 0.067	$ 0.067
Subsequent Event [Member]
Assets held in trust		$ 30,000	$ 30,000	$ 30,000
Share price			$ 0.037	$ 0.037