Form 425 OceanTech Acquisitions Filed by: OceanTech Acquisitions I Corp.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 23, 2022

 

OceanTech Acquisitions I Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-40450		85-2122558
(Commission File Number)		(IRS Employer Identification No.)

 

515 Madison Avenue, 8th Floor - Suite 8133

New York, New York 10022

(Address of principal executive offices) (Zip Code)

 

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

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

	x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant		OTECU		The Nasdaq Stock Market LLC
Class A Common Stock, $0.0001 par value per share		OTECO		The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share		OTECW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 8.01.

Other Events.

 

On May 23, 2022, OceanTech Acquisitions I Corp., a Delaware corporation (the “Company”), issued a press release announcing that its sponsor, OceanTech Acquisitions I Sponsors LLC (the “Sponsor”), has requested that the Company extend the date by which the Company has to consummate a business combination from June 2, 2022 to December 2, 2022 (the “Extension”). The Extension is permitted under the Company’s governing documents. In connection with the Extension, the Sponsor has notified the Company that it intends to purchase 1,548,900 private placement warrants at $1.00 per warrant by depositing an aggregate of $1,548,900 (representing $0.15 per public share) into the Company’s trust account prior to June 2, 2022. The Company will announce the closing and deposit of the $1,548,900 into the Company’s trust account prior to the deadline of June 2, 2022. The Extension provides the Company with additional time to complete its initial business combination (the “Business Combination”).

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.	Description
99.1	Press Release dated May 23, 2022
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	OCEANTECH ACQUISITIONS I CORP.
Date: May 23, 2022	By:	/s/ Joseph Adir
		Name: Joseph Adir
		Title: Chief Executive Officer
		(Principal Executive Officer)

 

 

 

Exhibit 99.1

 

OceanTech Acquisitions I Corp. Confirms Intention to Extend Period to Consummate Initial Business Combination

 

New York – May 23, 2022 – OceanTech Acquisitions I Corp. (“OceanTech” or the “Company”) (Nasdaq: OTECU), a special purpose acquisition company, today announced that it will 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”) and deposit an aggregate of $1,548,900 into the Company’s Trust account for its public stockholders, representing $0.15 per public share, by June 2, 2022. The Extension is permitted under the Company’s governing documents.

 

OceanTech Acquisitions I Corp.

 

OceanTech Acquisitions I Corp. is a newly organized 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. While it may pursue an initial business combination target in any business, industry or geographical location, it intends to focus its search on target businesses in the leisure marine, yachting and superyachting industries, and with enterprise values of approximately $250 million to $1.0 billion. The Company is sponsored by OceanTech Acquisitions I Sponsors LLC, an affiliate of investor and entrepreneur Joseph Adir.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contacts

 

Investor Relations

Lena Cati

The Equity Group, Inc.

(212) 836-9611

[email protected]

 

 

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