UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
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Preliminary
Proxy Statement |
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-12 |
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OCEANTECH
ACQUISITIONS I CORP.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box): |
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No
fee required. |
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Fee paid
previously with preliminary materials. |
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Fee computed
on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
OceanTech
Acquisitions I Corp.
515 Madison Avenue, Suite 8133
New
York, New York 10022
(929)
412-1272
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD ON SEPTEMBER 5, 2023
TO
THE STOCKHOLDERS OF OCEANTECH ACQUISITIONS I CORP.:
You
are cordially invited to attend the special meeting (the “Special Meeting”) of stockholders of OceanTech Acquisitions
I Corp., (“we,” “us,” “our,” “OceanTech,” “OTEC,”
or the “Company”) to be held at 10:00 a.m. Eastern Time on September 5, 2023.
The
Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able
to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/oceantechspac/sm2023. If you
plan to attend the virtual online Special Meeting, you will need your control number to vote electronically at the
Special Meeting. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings
for our stockholders and the Company. The virtual meeting format allows attendance from any location in the world.
Even
if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by telephone, or, if you received
a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented
at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even
if you plan to attend the Special Meeting online, it is strongly recommended you complete and return your proxy card before the
Special Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend.
The
accompanying proxy statement, which we refer to as the “Proxy Statement,” is dated August 23, 2023,
and is first being mailed to stockholders of OTEC on or about August 23, 2023. The sole purpose of the Special Meeting
is to consider and vote upon the following proposals:
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The
Founder Share Amendment Proposal. A proposal to amend OTEC’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 of OTEC, par value $0.0001 per share (the “OTEC Class B Common Stock” or “Founder
Shares”) to convert such shares of OTEC Class B Common Stock into shares of Class A common stock of OTEC, par value
$0.0001 per share (“OTEC Class A Common Stock” and together with the Class B Common Stock, the “OTEC
Common Stock”) on a one-to-one basis at the election of such holders (the “Founder Share Amendment Proposal”)
in order to authorize OTEC to regain compliance with the Nasdaq Capital Market (“Nasdaq”) for purposes of complying
with Listing Rule 5550(b)(2), which requires the Company to maintain market value of listed securities of at least $35 million
for the previous thirty (30) consecutive trading days for continued listing on Nasdaq (the “MVLS Requirement”)
after receipt of the letter from Nasdaq on July 25, 2023 stating OTEC was not in compliance (the “Letter”),
and requiring the Company 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 OTEC’s securities
and the filing of the Form 25-NSE pending the Panel’s decision pursuant to the current hearing scheduled to be held on September
21, 2023 (the “Hearing”). For more information about the Letter, see our Form 8-K filed with the U.S. Securities
and Exchange Commission (the “SEC”) on July 27, 2023. |
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The
Adjournment Proposal. A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies in the event that there are |
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insufficient votes for, or otherwise (the “Adjournment
Proposal”), only to be presented at the Special Meeting if there are not sufficient votes to approve the Founder
Share Amendment Proposal. |
Each
of the Founder Share Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.
The
purpose of the Founder Share Amendment Proposal is to allow the holders of OTEC Class B Common Stock to convert their shares of
OTEC Class B Common Stock into shares of OTEC Class A Common Stock, on a one-for-one basis, at any point in time prior to the
completion of the Business Combination (as defined below). Such conversions would give OTEC further flexibility to regain compliance
with Nasdaq under the MVLS Requirement in accordance with the provisions set forth in the Agreement and Plan of Merger dated as
of May 2, 2023, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of July 7, 2023 (collectively,
the “Merger Agreement”), by and among OTEC, Regentis Biomaterials Ltd, a company organized under the laws of
the State of Israel (“Regentis”) and R.B. Merger Sub Ltd., a company organized under the laws of the State
of Israel and a wholly-owned subsidiary of OTEC (the “Merger Sub”, and together with OTEC and Regentis, the
“Parties”). Pursuant to the closing of the transactions contemplated by the Merger Agreement (the “Closing”),
Merger Sub will merge with and into Regentis, with Regentis surviving the merger (the “Business Combination”)
and becoming a wholly owned subsidiary of OTEC, with the securityholders of Regentis becoming securityholders of OTEC.
Accordingly,
the board of directors of OTEC (the “Board”) believes that in order to be able to consummate the Business Combination,
Aspire Acquisition LLC, a Delaware limited liability company (the “Sponsor”), as holder of the OTEC Class B
Common Stock will need to convert such OTEC Class B Common Stock to OTEC Class A Common Stock for OTEC to regain compliance with
Nasdaq under the MVLS Requirement. While we are using our best efforts to provide the Panel the information needed to regain compliance
with Nasdaq at the Hearing, OTEC intends that the Founder Share Amendment Proposal will allow OTEC to regain compliance prior
to the Hearing. Without the approval of the Founder Share Amendment Proposal, the Board believes that there is significant risk
that we might not, despite our best efforts, be able to regain compliance with Nasdaq under the MVLS Requirement at the Hearing.
If that were to occur, we would be precluded from completing the Business Combination in accordance with the terms of the Merger
Agreement and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination.
The
Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further
solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Founder Share Amendment Proposal.
Approval
of the Founder Share Amendment Proposal requires the affirmative vote of both (x) a majority of the holders of outstanding OTEC
Common Stock voting together as a single class and (y) a majority of the outstanding OTEC Class B Common Stock voting as a separate
class. Since the Class B Common Stock represents a majority of both the Class A Common Stock and the Class B Common Stock voting
together as a single class and the Sponsor, which holds all of the Class B Common Stock, and all of our directors and officers
are expected to vote any common stock over which they have voting control, we expect the Founder Share Amendment Proposal to be
approved. Upon conversion of the OTEC Class B Common Stock to OTEC Class A Common Stock, such OTEC Class A Common Stock will not
be entitled to receive funds from the Trust Account through redemptions or otherwise.
Approval
of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of OTEC Common Stock
present at the Special Meeting and entitled to vote thereon, voting together as a single class.
Our
Board has fixed the close of business on August 9, 2023 (the “Record Date”), as the date for
determining the OTEC stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only
holders of record of the OTEC Common Stock on that date are entitled to have their votes counted at the Special Meeting or any
adjournment thereof.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Founder Share Amendment
Proposal or implement the Founder Share Amendment Proposal without any further action by the stockholders of OTEC.
You
are not being asked to vote on the Business Combination at this time. If the Founder Share Amendment Proposal is approved
and the amendment implemented, provided that you are a stockholder on the Record
Date for a meeting to consider the Business Combination,
you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem all
or a portion of your public shares for cash in the event the Business Combination is approved and completed, or if we have not
consummated an initial business combination by the deadline.
After
careful consideration of all relevant factors, the Board has determined that the Founder Share Amendment Proposal and, if presented,
the Adjournment Proposal, are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
Under
Delaware law and the Company’s bylaws, no other business may be transacted at the Special Meeting.
Enclosed
is the Proxy Statement containing detailed information concerning the Founder Share Amendment Proposal and the Adjournment Proposal
and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and
vote your shares.
August 23, 2023 |
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By
Order of the Board of Directors
/s/
Surendra Ajjarapu
Chief
Executive Officer and Director |
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Your
vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make
sure that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote
online at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker
or bank how to vote your shares, or you may cast your vote online at the Special Meeting by obtaining a proxy from your brokerage
firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST”
the Founder Share Amendment Proposal and an abstention will have the same effect as voting “AGAINST” the Founder Share
Amendment Proposal.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on September 5,
2023: This notice of meeting and the accompanying Proxy Statement are available at
https://www.cstproxy.com/oceantechspac/sm2023.
OceanTech
Acquisitions I Corp.
515 Madison Avenue, Suite 8133
New
York, New York 10022
(929)
412-1272
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD ON SEPTEMBER 5, 2023
PROXY
STATEMENT
The
special meeting (the “Special Meeting”) of stockholders of OceanTech Acquisitions I Corp., a Delaware corporation,
a Delaware corporation (“we,” “us,” “our,” “OceanTech,”
“OTEC,” or the “Company”) will be held at 10:00 a.m. Eastern Time on September 5, 2023 as
a virtual meeting.
You
will be able to attend, vote your shares, and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/oceantechspac/sm2023.
If you plan to attend the virtual online Special Meeting, you will need your control number to vote electronically
at the Special Meeting. The Special Meeting will be held for the sole purpose of considering and voting upon the following proposals:
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The
Founder Share Amendment Proposal. A proposal to amend OTEC’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 of OTEC, par value $0.0001 per share (the “OTEC Class B Common Stock” or
“Founder Shares”) to convert such shares of OTEC Class B Common Stock into shares of Class A common stock
of OTEC, par value $0.0001 per share (“OTEC Class A Common Stock” and together with the Class B Common
Stock, the “OTEC Common Stock”) on a one-to-one basis at the election of such holders (the “Founder
Share Amendment Proposal”) in order to authorize OTEC to regain compliance with the Nasdaq Capital Market (“Nasdaq”)
for purposes of complying with Listing Rule 5550(b)(2), which requires the Company to maintain market value of listed securities
of at least $35 million for the previous thirty (30) consecutive trading days for continued listing on Nasdaq (the “MVLS
Requirement”) after receipt of the letter from Nasdaq on July 25, 2023 stating OTEC was not in compliance (the “Letter”),
and requiring the Company 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 OTEC’s securities
and the filing of the Form 25-NSE pending the Panel’s decision pursuant to the current hearing scheduled to be held
on September 21, 2023 (the “Hearing”). For more information about the Letter, see our Form 8-K filed with
the U.S. Securities and Exchange Commission (the “SEC”) on July 27, 2023. |
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The
Adjournment Proposal. A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise (the “Adjournment
Proposal”), only to be presented at the Special Meeting if there are not sufficient votes to approve the Founder Share
Amendment Proposal. |
The purpose of the Founder Share Amendment Proposal is to allow
the holders of OTEC Class B Common Stock to convert their shares of OTEC Class B Common Stock into shares of OTEC Class A Common
Stock, on a one-for-one basis, at any point in time prior to the completion of the Business Combination (as defined below). Such
conversions would give OTEC further flexibility to regain compliance with Nasdaq under the MVLS Requirement in accordance with
the provisions set forth in the Agreement and Plan of Merger dated as of May 2, 2023, as amended by that certain Amendment No.
1 to Agreement and Plan of Merger, dated as of July 7, 2023 (collectively, the “Merger Agreement”), by and
among OTEC, Regentis Biomaterials Ltd, a company organized under the laws of the State of Israel (“Regentis”)
and R.B. Merger Sub Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of OTEC (the
“Merger Sub”, and together with OTEC and Regentis, the “Parties”). Pursuant to the closing
of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with
and into Regentis, with Regentis surviving the merger (the “Business Combination”)
and becoming a wholly owned subsidiary of OTEC, with the securityholders of Regentis becoming securityholders of OTEC.
Accordingly,
the board of directors of OTEC (the “Board”) believes that in order to be able to consummate the Business Combination,
Aspire Acquisition LLC, a Delaware limited liability company (the “Sponsor”), as holder of the OTEC Class B
Common Stock will need to convert such OTEC Class B Common Stock to OTEC Class A Common Stock for OTEC to regain compliance with
Nasdaq under the MVLS Requirement. While we are using our best efforts to provide the Panel the information needed to regain compliance
with Nasdaq at the Hearing, OTEC intends that the Founder Share Amendment Proposal will allow OTEC to regain compliance prior
to the Hearing. Without the approval of the Founder Share Amendment Proposal, the Board believes that there is significant risk
that we might not, despite our best efforts, be able to regain compliance with Nasdaq under the MVLS Requirement at the Hearing.
If that were to occur, we would be precluded from completing the Business Combination in accordance with the terms of the Merger
Agreement and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination.
The
Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further
solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Founder Share Amendment Proposal.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Founder Shares Amendment
Proposal or implement the Founder Share Amendment.
Our
Board has fixed the close of business on August 9, 2023 (the “Record Date”), as the date for
determining the OTEC stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only
holders of record of the OTEC Common Stock on that date are entitled to have their votes counted at the Special Meeting or any
adjournment thereof.
On
the Record Date of the Special Meeting, there were 915,975 shares of OTEC Class A Common Stock and 2,581,500 shares of OTEC Class
B Common Stock outstanding. OTEC’s warrants do not have voting rights in connection with the proposals.
This
Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote
your shares.
We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group, LLC (the
“Proxy Solicitor”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay
the Proxy Solicitor a fee of $8,500 (plus reimbursement of any additional expenses subject to a cap of $15,000).
We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its
affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our
directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will
not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents
for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available
to us to consummate an initial business combination, we do not expect such payments to have a material effect on our ability to
consummate an initial business combination.
This
Proxy Statement is dated August 23, 2023 and is first being mailed to stockholders on or about August 23, 2023.
August 23, 2023 |
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By
Order of the Board of Directors
/s/
Surendra Ajjarapu
Chief
Executive Officer and Director |
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These
Questions and Answers about the Special Meeting are only summaries of the matters they discuss. They do not contain all of the
information that may be important to you. You should read carefully the entire document, including the annexes to this Proxy Statement.
Why
am I receiving this Proxy Statement? |
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This
Proxy Statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our
Board for use at the Special Meeting to be held by virtual attendance on September 5, 2023, or at any adjournments
or postponements thereof. This Proxy Statement summarizes the information that you need to make an informed decision on
the proposals to be considered at the Special Meeting.
We
are a blank check company formed 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.
On June 2, 2021, we consummated our initial public offering (“IPO”) from which we derived 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. On June 17, 2021, the underwriter partially exercised their over-allotment option
to purchase an additional 326,000 units, resulting in incremental gross proceeds of approximately $3.3 million. Like most
blank check companies, our charter provides for the return of our IPO proceeds held in trust to the holders of shares
of OTEC Class A Common Stock sold in our IPO if there is no qualifying business combination(s) consummated on or before
June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).
The
purpose of the Founder Share Amendment proposal is to provide for the right of the holders of Class B common stock of
OTEC to convert such shares of OTEC Class B Common Stock into shares of Class A common stock of OTEC on a one-to-one basis
at the election of such holders in order to allow OTEC to regain compliance with the Nasdaq Capital Market (“Nasdaq”)
for purposes of complying with Listing Rule 5550(b)(2), which requires the Company to maintain market value of listed
securities of at least $35 million for the previous thirty (30) consecutive trading days for continued listing on Nasdaq
(the “MVLS Requirement”) after receipt of the letter from Nasdaq on July 25, 2023 stating OTEC was
not in compliance (the “Letter”), and requiring the Company 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 OTEC’s securities and the filing of the Form 25-NSE pending the Panel’s
decision pursuant to the current hearing scheduled to be held on September 21, 2023 (the “Hearing”).
For more information about the Letter, see our Form 8-K filed with the SEC on July 27, 2023.
The
purpose of the Founder Share Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us to regain
compliance with Nasdaq prior to the Hearing and complete the Business Combination pursuant to the Merger Agreement.
YOUR
VOTE IS IMPORTANT. It is important that your shares be represented at the Special Meeting, regardless of the number of shares
that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope
that has also been provided. |
What
is being voted on?
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You are being asked to vote on:
●
The Founder Share Amendment Proposal. A proposal to amend the Existing
OTEC Charter, to provide for the right of the holders of OTEC Class B Common Stock to
convert such shares of OTEC Class B Common Stock into shares of OTEC Class A Common Stock
on a one-to-one basis at the election of such holders and to authorize OTEC to regain
compliance with Nasdaq for purposes of complying with the MVLS Requirement.
●
The Adjournment Proposal. A proposal to approve the adjournment of
the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise,
only to be presented at the Special Meeting if there are not sufficient votes to approve
the Founder Share Amendment Proposal.
You
are not being asked to vote on the Business Combination at this time. If the Founder
Share Amendment Proposal is approved and the amendment implemented, provided that you
are a stockholder on the Record Date for a meeting to consider the Business Combination,
you will retain the right to vote on the Business Combination when it is submitted to
stockholders and the right to redeem all or a portion of your public shares for cash
in the event the Business Combination is approved and completed, or if we have not consummated
an initial business combination by the deadline.
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Why
should I vote to approve the Proposals? |
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The
purpose of the Founder Share Amendment Proposal is to allow the holders of OTEC Class
B Common Stock to convert their shares of OTEC Class B Common Stock into shares of OTEC
Class A Common Stock, on a one-for-one basis, at any point in time prior to the completion
of the Business Combination (as defined below). Such conversions would give OTEC further
flexibility to regain compliance with Nasdaq under the MVLS Requirement in accordance
with the provisions set forth in the Merger Agreement.
Accordingly,
the Board believes that in order to be able to consummate the Business Combination, the
Sponsor (defined below) will need to convert such OTEC Class B Common Stock to OTEC Class
A Common Stock for OTEC to regain compliance with Nasdaq under the MVLS Requirement.
While we are using our best efforts to provide the Panel the information needed to regain
compliance with Nasdaq at the Hearing, OTEC intends that the Founder Share Amendment
Proposal will allow OTEC to regain compliance prior to the Hearing. Without the approval
of the Founder Share Amendment Proposal, the Board believes that there is significant
risk that we might not, despite our best efforts, be able to regain compliance with Nasdaq
under the MVLS Requirement at the Hearing. If that were to occur, we would be precluded
from completing the Business Combination in accordance with the terms of the Merger Agreement
and would be forced to liquidate even if our stockholders are otherwise in favor of consummating
the Business Combination.
The
Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting
to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal
will only be presented to our stockholders in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the Founder Share Amendment Proposal.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our
stockholders the Founder Share Amendment Proposal or implement the Founder Share Amendment. |
How
do the Company insiders intend to vote their shares? |
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Aspire
Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and all of our directors and officers
are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor
of the proposals. Currently, our Sponsor and our officers and directors own approximately 73.9% of our issued and outstanding
shares of common stock, including 2,581,500 Founder Shares. Our Sponsor, directors and officers do not intend to purchase
shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote
on the Founder Share Amendment Proposal. |
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What
vote is required to adopt the proposals? |
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Approval
of the Founder Share Amendment Proposal requires the affirmative vote of both (x) a majority
of the holders of outstanding OTEC Common Stock voting together as a single class and
(y) a majority of the outstanding OTEC Class B Common Stock voting as a separate class.
Since the Class B Common Stock represents a majority of both the Class A Common Stock
and the Class B Common Stock voting together as a single class and the Sponsor, which
holds all of the Class B Common Stock, and all of our directors and officers are expected
to vote any common stock over which they have voting control, we expect the Founder Share
Amendment Proposal to be approved. Upon conversion of the OTEC Class B Common Stock to
OTEC Class A Common Stock, such OTEC Class A Common Stock will not be entitled to receive
funds from the Trust Account through redemptions or otherwise.
Approval
of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of OTEC Common
Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.
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What
if I don’t want to vote “FOR” the Founder Share Amendment Proposal? |
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If
you do not want the Founder Share Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST”
such proposal. Abstentions will have the effect of a vote “AGAINST” the Founder Share Amendment Proposal, but
will have no effect on the Adjournment Proposal. We believe that the Founder Share Amendment Proposal is a “non-discretionary”
matter, and therefore, there will not be any broker non-votes at the Special Meeting. |
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What happens
if the Founder Share Amendment Proposal is not approved? |
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If
there are insufficient votes to approve the Founder Share Amendment Proposal we may put the Adjournment Proposal to a
vote in order to seek additional time to obtain sufficient votes in support of the proposal.
If
the Founder Share Amendment Proposal is not approved, the Founder Share Amendment will not be implemented and the holders of OTEC
Class B Common Stock will not be permitted to convert such shares into shares of OTEC Class A Common Stock before the Hearing
and/or completion of a Business Combination. This may make it harder for us to meet the MVLS Requirement of Nasdaq and complete
the Business Combination. |
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If the Founder
Share Amendment Proposal is approved, what happens next? |
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Upon
approval of the Founder Share Amendment Proposal by the required number of votes, we plan to amend the Existing OTEC Charter
to allow the holders of OTEC Class B Common Stock convert such shares into OTEC Class A Common Stock on a one-for-one basis,
allow OTEC to regain compliance with Nasdaq to comply with the MVLS Requirement, and upon such compliance, potentially avoid
the Hearing in front of the Panel. |
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How
do I attend the meeting? |
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You
will need your control number for access. If you do not have your control number, contact
Continental Stock Transfer & Trust Company at the phone number or e-mail address
below. Beneficial investors who hold shares through a bank, broker or other intermediary,
will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact
Continental Stock Transfer & Trust Company to have a control number generated. Continental
Stock Transfer & Trust Company contact information is as follows: 1 State Street
Plaza, 30th Floor, New York, New York 10004, or email proxy@continentalstock.com.
Stockholders
will also have the option to listen to the Special Meeting by telephone by calling:
● Within
the U.S. and Canada: +1 800- 450-7155 (toll-free)
● Outside
of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
The
passcode for telephone access: 8152765#. You will not be able to vote or submit questions unless you register for and
log in to the Special Meeting webcast as described herein.
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How do I change
or revoke my vote? |
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You
may change your vote by e-mailing a later-dated, signed proxy card to proxy@continentalstock.com, so that it is
received by us prior to the Special Meeting or by attending the Special Meeting online and voting. You also may revoke
your proxy by sending a notice of revocation to us, which must be received by us prior to the Special Meeting.
Please
note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage
firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name”
and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and
you wish to attend the Special Meeting and vote at the Special Meeting online, you must follow the instructions included
with the enclosed proxy card.
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How
are votes counted? |
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Votes
will be counted by the inspector of election appointed for the meeting, who will separately
count “FOR” and “AGAINST” votes and abstentions. A stockholder’s
failure to vote by proxy or to vote online at the Special Meeting or an abstention with
respect to the Founder Share Amendment Proposal will have the same effect as a vote “AGAINST”
such proposal. Since the Class B Common Stock represents a majority of both the Class
A Common Stock and the Class B Common Stock voting together as a single class and the
Sponsor, which holds all of the Class B Common Stock, and all of our directors and officers
are expected to vote any common stock over which they have voting control, we expect
the Founder Share Amendment Proposal to be approved. Upon conversion of the OTEC Class
B Common Stock to OTEC Class A Common Stock, such OTEC Class A Common Stock will not
be entitled to receive funds from the Trust Account through redemptions or otherwise.
The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy. Accordingly, a stockholder’s failure to vote by proxy or to vote online at the Special Meeting
will not be counted towards the number of shares of OTEC Common Stock required to validly establish a quorum, and if a
valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal.
Abstentions
will be counted in connection with the determination of whether a valid quorum is established but will have no effect
on the outcome of the Adjournment Proposal. |
If
my shares are held in “street name,” will my broker automatically vote them for me? |
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No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares
with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information
and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders
will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.
Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct
your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your
nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution
that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your
shares. |
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What
is a quorum requirement? |
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A
quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock
on the record date issued and outstanding and entitled to vote at the Special Meeting, present in person or represented
by proxy, constitute a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on
your behalf by your broker, bank or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards
the quorum requirement. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of
the record date for the Special Meeting, 457,989 shares of OTEC Class A Common Stock and 1,290,751 shares of OTEC Class B Common
Stock would be required to achieve a quorum. |
Who
can vote at the Special Meeting? |
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Only
holders of record of our common stock at the close of business on the Record Date, are entitled to have their vote counted
at the Special Meeting and any adjournments or postponements thereof. On this Record Date, 915,975 shares of OTEC Class
A Common Stock and 2,581,500 shares of OTEC Class B Common Stock were outstanding and entitled to vote.
Stockholder
of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name
with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder
of record, you may vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special
Meeting online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares were held, not in your name, but
rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner,
you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend
the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Special
Meeting unless you request and obtain a valid proxy from your broker or other agent. |
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Does the Board
recommend voting for the approval of the Founder Share Amendment Proposal and the Adjournment Proposal? |
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Yes.
After careful consideration of the terms and conditions of these proposals, our Board has determined that the Founder
Share Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of OTEC and its stockholders.
The Board recommends that our stockholders vote “FOR” these proposals.
Moreover,
voting “FOR” these proposals will not affect your right to seek redemption of your public shares in connection
with the future vote to approve the Business Combination.
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What
interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? |
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Our
Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests
as a stockholder. These interests include ownership of 2,581,500 Founder Shares (purchased for $25,000) and 3,871,000 Private
Placement Warrants (initially purchased for 3,871,000), which would expire worthless if a business combination is not consummated.
See the section entitled “Interests of our Sponsor, Directors and Officers.”
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Do I have
appraisal rights if I object to the Founder Share Amendment Proposal? |
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The
General Corporation Law of the State of Delaware (the “DGCL”) does not provide for appraisal or other
similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Special Meeting.
Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.
Warrant
holders do not have appraisal rights in connection with any of the proposals to be voted upon at the Special Meeting. |
What
do I need to do now? |
|
We
urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider
how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions
provided in this Proxy Statement and on the enclosed proxy card. |
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How do I vote? |
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If
you are a holder of record of OTEC Common Stock, you may vote online at the Special Meeting or by submitting a proxy for
the Special Meeting. Whether or not you plan to attend the Special Meeting online, we urge you to vote by proxy to ensure
your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in
the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote online if you
have already voted by proxy.
If
your shares of OTEC Common Stock are held in “street name” by a broker or other agent, you have the right to direct
your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However,
since you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you request and
obtain a valid proxy from your broker or other agent. |
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What
should I do if I receive more than one set of voting materials? |
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You
may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards
or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts.
For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card
for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction
card that you receive in order to cast a vote with respect to all of your OTEC Common Stock. |
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Who
is paying for this proxy solicitation? |
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We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group, LLC
to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay the Proxy Solicitor a fee of $8,500
(plus reimbursement of any additional expenses subject to a cap of $15,000). We will also reimburse the Proxy Solicitor
for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities,
losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies
in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for
soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials
to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business
combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate
an initial business combination. |
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Who can help
answer my questions? |
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If
you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card
you should contact the Proxy Solicitor:
Laurel
Hill Advisory Group, LLC
2
Robbins Lane, Suite 201
Jericho,
NY 11753
855-414-2266
Email:
OceanTech@laurelhill.com
You
may also contact us at:
OceanTech
Acquisitions I
515
Madison Avenue, Suite 8133
New
York, New York 10022
Attn: Suren Ajjarapu
Telephone No.: (929) 412-1272
You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the
section entitled “Where You Can Find More Information.” |
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events
or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current
views with respect to, among other things, the pending Business Combination, our capital resources and results of operations.
Likewise, our financial statements and all of our statements regarding market conditions and results of operations are forward-looking
statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,”
“believes,” “expects,” “potential,” “continues,” “may,” “will,”
“should,” “could,” “seeks,” “approximately,” “predicts,” “intends,”
“plans,” “estimates,” “anticipates” or the negative version of these words or other comparable
words or phrases.
The
forward-looking statements contained in this proxy statement reflect our current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to
differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events
described will happen as described (or that they will happen at all). The following factors, among others, could cause actual
results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
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our ability to complete
the Business Combination; |
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the anticipated
benefits of the Business Combination; |
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the volatility of
the market price and liquidity of our securities; |
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the use of funds
not held in the Trust Account; and |
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the competitive
environment in which our successor will operate following the Business Combination. |
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While
forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation
to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law.
For a further discussion of these and other factors that could cause our future results, performance or transactions to differ
significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC and in other reports we file with
the SEC. Risks regarding the Business Combination are also discussed in the Form S-4 filed with the SEC on July 10, 2023. You
should not place undue reliance on any forward-looking statements, which are based only on information currently available to
us (or to third parties making the forward-looking statements).
RISK
FACTORS
You
should consider carefully all of the risks described in our S-4 filed with the SEC on July 10, 2023, our Annual Report on Form
10-K filed with the SEC on March 31, 2023, our Quarterly Report on Form 10-Q filed with the SEC on May 19, 2023 and in the other
reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events
occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation.
In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks
and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect
our business, financial condition and operating results or result in our liquidation.
There
are no assurances that the proposal will enable us to regain compliance with Nasdaq and complete the Business Combination.
Approving
the proposal involves a number of risks. Even if the proposal is approved, the Company can provide no assurances that the Business
Combination will be consummated prior to June 2, 2024. Our ability to consummate any business combination is dependent on a variety
of factors, many of which are beyond our control.
If
the proposal is approved, the Company expects to seek shareholder approval of the Business Combination following the SEC declaring
a registration statement on Form S-4 effective, which will include our preliminary proxy statement/prospectus for the Business
Combination (the “Form S-4”). The Form S-4 has not been declared effective by the SEC, and the Company cannot
complete the Business Combination unless the Form S-4 is declared effective. As of the date of this Proxy Statement, the Company
cannot estimate when, or if, the SEC will declare the Form S-4 effective.
We
will be required to offer stockholders redemption rights in connection with any stockholder vote to approve the Business Combination.
Even if the proposals or the Business Combination are approved by our stockholders, it is possible that redemptions will leave
us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all.
Furthermore,
under the terms of the Merger Agreement, Regentis is not required to consummate the Business Combination if the Company does not
have at least $6,000,000 in available cash (after payment of expenses) immediately prior to the consummation of the Business Combination,
as set forth in the Merger Agreement.
Other
than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through
sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders
will be able to dispose of our shares at favorable prices, or at all.
The
SEC issued proposed rules to regulate special purpose acquisition companies that, if adopted, may increase our costs and the time
needed to complete our initial business combination.
With
respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30,
2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures
in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements
applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed
business combination transactions; the potential liability of certain participants in proposed business combination transactions;
and to the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment
as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose
and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the
time needed to negotiate and complete an initial business combination, and may constrain the circumstances under which we could
complete an initial business combination.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome
compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able
to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete
an initial business combination and instead to liquidate the Company.
As
described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the
Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would
provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the
Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete
a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a
report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later
than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration
Statement”). The Company would then be required to complete its initial business combination no later than twenty-four
(24) months after the effective date of the IPO Registration Statement.
Because
the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment
Company Act to a SPAC, including a company like ours, that will not complete its business combination within twenty-four (24)
months after the effective date of the IPO Registration Statement. As a result, it is possible that a claim could be made that
we have been operating as an unregistered investment company.
If
we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition,
we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to
regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and
subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens
and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not
be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead
to liquidate the Company.
To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any
time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account
in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the
liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust
Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the
Company.
The
funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury obligations with
a maturity of one hundred eighty-five (185) days or less or in money market funds investing solely in U.S. government treasury
obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of
us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment
Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will,
on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, instruct Continental Stock Transfer
& Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money
market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation
of our initial business combination or liquidation of the Company. Following such liquidation, we would likely receive minimal
interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account
still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate
the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar
amount our public stockholders would receive upon any redemption or liquidation of the Company.
In
addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to
be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations
or in money market funds invested exclusively in such securities, even prior to the
24-month anniversary, the greater the risk
that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly,
we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month
anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public
stockholders would receive upon any redemption or liquidation of the Company.
Since
the Sponsor and our directors and officers will lose their entire investment in us if an initial business combination is not completed,
they may have a conflict of interest in the approval of the proposals at the Special Meeting.
There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the
event of our winding up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a
result of its ownership of 2,581,500 Founder Shares that were issued to the Sponsor prior to our IPO and 3,871,000 Private Placement
Warrants that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO.
As a consequence, a liquidating distribution will be made only with respect to the public shares. In addition, certain of executive
officers have beneficial interests in the Sponsor. Such persons have waived their rights to liquidating distributions from the
Trust Account with respect to these securities, and all of such investments would expire worthless if an initial business combination
is not consummated. Additionally, such persons can earn a positive rate of return on their overall investment in the combined
company after an initial business combination, even if other holders of our common stock experience a negative rate of return,
due to having initially purchased the Founder Shares for an aggregate of $25,000. The personal and financial interests of our
Sponsor, directors and officers may have influenced their motivation in identifying and selecting Regentis for its target business
combination and consummating the Business Combination in order to close the Business Combination and therefore may have interests
different from, or in addition to, your interests as a stockholder in connection with the proposals at the Special Meeting.
We
have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination
is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by
us if the Business Combination is not completed.
We
expect to incur significant transaction and transition costs associated with the Business Combination and operating as a public
company following the closing of the Business Combination. We may also incur additional costs to retain key employees. Certain
transaction expenses incurred in connection with the Merger Agreement, including all legal, accounting, consulting, investment
banking and other fees, expenses and costs, will be paid in accordance with the Merger Agreement upon closing of the Business
Combination. Even if the Business Combination is not completed, we expect to incur approximately $10.5 million in expenses in
aggregate. These expenses will reduce the amount of cash available to be used for other corporate purposes by us if the Business
Combination is not completed.
In
the event the Founder Share Amendment Proposal is approved, Nasdaq may still delist our securities from trading on its exchange,
particularly following any stockholder redemption, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
We
are subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of our securities
on Nasdaq. Such continued listing requirements include, among other things, the MVLS Requirement to comply with Listing Rule 5550(b)(2),
requiring the Company to maintain market value of listed securities of at least $35 million for the previous thirty (30) consecutive
trading days for continued listing on Nasdaq.
Pursuant
to the terms of the Existing OTEC Charter, in the event the Founder Share Amendment Proposal is effected, we believe the conversion
of OTEC Class B Common Stock to OTEC Class A Common Stock will allow us to satisfy the MVLS Requirement and regain compliance
with Nasdaq without the need to attend to the Hearing. However, we can provide no assurance that Nasdaq will agree.
We
expect that if our OTEC Class A Common Stock fails to meet Nasdaq’s continued listing requirements, our units and warrants
will also fail to meet Nasdaq’s continued listing requirements for those securities. We cannot assure you that any of our
OTEC Class A Common Stock, units or warrants will be able to meet any of Nasdaq’s continued listing requirements. If our
securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange.
If
Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national
securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could
face significant material adverse consequences, including:
•
a limited availability of market quotations for our securities;
•
a determination that our OTEC Class A Common Stock is a “penny stock” which will require brokers trading in our OTEC
Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary
trading market for our securities;
•
a limited amount of news and analyst coverage; and
•
a decreased ability to issue additional securities or obtain additional financing in the future.
The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating
the sale of certain securities, which are referred to as “covered securities.” Our OTEC Class A Common stock, units
and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered
securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there
is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose
acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers,
or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were
no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject
to regulation in each state in which we offer our securities.
We
may be deemed a “foreign person” under the regulations relating to the Committee on Foreign Investment in the United
States (“CFIUS”) and our failure to obtain any required approvals within the requisite time period may require
us to liquidate and we may not be able to complete an initial business combination with a target company.
We
do not believe that either we or our Sponsor constitute a “foreign person” under CFIUS rules and regulations. However,
if CFIUS considers us to be a “foreign person” or a U.S. business that may affect national security, we could be subject
to such foreign ownership restrictions and/or CFIUS review. If the Business Combination with Regentis falls within the scope of
applicable foreign ownership restrictions, we may be unable to consummate the Business Combination. In addition, if the Business
Combination falls within CFIUS’ jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary
notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after
closing the Business Combination.
Although
we do not believe we or the Sponsor are a “foreign person,” CFIUS may take a different view and decide to block or
delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination,
order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS
clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and
regulations of other U.S. government entities may impose review or approval procedures on account of any foreign ownership by
the Sponsor. If we were to seek an initial business combination other than the Business Combination, the pool of potential targets
with which we could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover,
the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to
complete the Business Combination, our failure to obtain any required approvals within the requisite time period may require us
to liquidate. If we liquidate, our public stockholders may only receive $10.10 per share, and our warrants will expire worthless.
This will also cause you to lose any potential investment opportunity in Regentis and the chance of realizing future gains on
your investment through any price appreciation in the combined company.
BACKGROUND
OTEC
is a blank check company, incorporated in Delaware on February 3, 2021, for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The proposed Business
Combination with Regentis is the result of an extensive search for a potential transaction drawing upon the network and investing
experience of OTEC’s management team and the OTEC Board.
Prior
to the consummation of the IPO on June 2, 2021, neither OTEC, nor anyone on its behalf, had contacted any prospective target business
or had any substantive discussions, formal or otherwise, with respect to a transaction with OTEC. The IPO and the proceeds of
private placements that closed on June 2, 2021 and June 17, 2021 respectively, netted a total $104,292,600, which was deposited
in OTEC’s Trust Account.
After
the IPO, OTEC’s officers and directors commenced an active search for prospective businesses and assets to acquire. In connection
with the evaluating potential business combinations, members of OTEC’s management contacted and were contacted by, a number
of individuals, entities, investment banks and private equity funds with respect to potential business combination opportunities.
In
a special meeting held on November 29, 2022, stockholders approved the First Charter Amendment, which allowed OTEC to extend the
date by which we must either consummate a business combination or liquidate by up to six one-month extensions to June 2, 2023
(or such earlier date as determined by OTEC’s board of directors unless extended). To obtain each 1-month extension, our
Sponsor or any of their affiliates or designees deposited into the Trust Account $125,000 for each such one-month extension. In
connection with the approval of the First Charter Amendment on November 29, 2022, holders of 8,477,497 of our public shares exercised
their right to redeem those shares for a pro rata portion of the funds in the Trust Account for cash at an approximate price of
$10.32 per share, for an aggregate of approximately $87.54 million, leaving 1,848,503 of our public shares outstanding after the
November 29, 2022 stockholders meeting. Each such extension has been exercised.
Nasdaq
sent a notice of non-compliance to OTEC on January 24, 2023, providing one hundred eighty (180) days for OTEC to regain compliance
(as disclosed on the Form 8-K filed with the SEC on January 24, 2023).
In
a special meeting held on May 30, 2023, stockholders approved the Second Amendment to the Amended and Restated Certificate of
Incorporation, which allowed OTEC to extend the date by which we must either consummate a business combination or liquidate by
up to twelve one-month extensions to June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless
extended). To obtain each 1-month extension, our Sponsor or any of their affiliates or designees must deposit into the Trust Account
$30,000 for each such one-month extension (pursuant to non-interest bearing, unsecured loan to OTEC in the aggregate of $360,000
for such payment and in connection with that loan, OTEC agreed to, at Sponsor’s option, repay the unsecured loan in cash
or issue such lender up to an additional 36,000 shares of OTEC common stock, depending on the aggregate total of the unsecured
loan). In connection with the approval of the Second Amendment to the Amended and Restated Certificate of Incorporation on May
30, 2023, holders of 1,035,788 of our public shares exercised their right to redeem those shares for a pro rata portion of the
funds in the Trust Account for cash at an approximate price of $10.84 per share, for an aggregate of $11,233,820.94, leaving 812,715
of our public shares outstanding after the May 30, 2023 stockholders meeting. Each such extension has been exercised up to September
2, 2023.
On
July 24, 2023, OTEC submitted a plan to regain compliance with the MVLS Requirement of Nasdaq (as disclosed on Form 8-K filed
with the SEC on July 27, 2023) in response to Nasdaq’s notice of non-compliance sent to OTEC on January 24, 2023 (as disclosed
on the Form 8-K filed with the SEC on January 24, 2023).
On
July 25, 2023, Nasdaq sent the Letter regarding delisting the Company and requiring the Company to appeal such determination by
requesting a hearing to the Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension
of OTEC’s securities and the filing of the Form 25-NSE pending the Panel’s decision.
On
July 27, 2023, OTEC requested such hearing, paid required fees and provided necessary information to Nasdaq.
On
July 28, 2023, Nasdaq provided formal notice that the Panel would consider an oral appeal at the Hearing currently scheduled to
be held on September 21, 2023.
The
mailing address of the Company’s principal executive office is 515 Madison Avenue, Suite 8133, New York, New York 10022.
Interests
of OTEC’s Sponsor, Directors and Officers
When
you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers, and members of our
Board and special advisors have interests that may be different from, or in addition to, your interests as a stockholder. These
interests include, among other things:
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the
fact that our Sponsor holds 2,581,500 Founder Shares and 3,871,000 Private Placement Warrants, all such securities beneficially
owned by our Chief Executive Officer. In addition, certain of our executive officers have beneficial interests in the Sponsor.
All of such investments would expire worthless if a business combination is not consummated; on the other hand, if a business
combination is consummated, such investments could earn a positive rate of return on their overall investment in the combined
company, even if other holders of our OTEC Common Stock experience a negative rate of return, due to having initially purchased
the Founder Shares for $25,000; |
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the
fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination
within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are
not reduced below $10.10 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation
date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of
any third party for services rendered or products sold to us, but only if such a third party or target business has not executed
a waiver of any and all rights to seek access to the Trust Account; and |
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the
fact that none of our officers or directors has received any cash compensation for services rendered to OTEC, and all of the
current members of our Board are expected to continue to serve as directors (at least through the date of the Special Meeting
to vote on a proposed business combination) and may even continue to serve following any potential business combination and
receive compensation thereafter. |
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See
our Form S-4 filed with the SEC on July 10, 2023, for more information about the interests of our Sponsor, directors and officers
in the Business Combination.
THE
FOUNDER SHARE AMENDMENT PROPOSAL
Overview
The
Company is proposing to amend the Existing OTEC Charter, substantially in the form set forth in Annex A attached hereto
and incorporated herein, to allow the conversion of the OTEC Class B Common Stock to OTEC Class A Common Stock on a one-for-one
basis at any point prior to a Business Combination at the option of the holder.
Upon conversion of the OTEC Class B Common Stock
to OTEC Class A Common Stock, such OTEC Class A Common Stock will not be entitled to receive funds from the Trust Account through
redemptions or otherwise.
Upon
such conversion, OTEC expects that it will be authorized to regain compliance with Nasdaq for purposes of complying with Listing
Rule 5550(b)(2), which requires the Company to maintain market value of listed securities of at least $35 million for the previous
thirty (30) consecutive trading days for continued listing on Nasdaq, which we refer to as the MVLS Requirement. After receipt
of the letter from Nasdaq on July 25, 2023, which we refer to as the Letter, the Company is required to appeal such determination
by requesting a hearing to the Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to
stay the suspension of OTEC’s securities and the filing of the Form 25-NSE pending the Panel’s decision. OTEC’s
current Hearing is currently scheduled to be held on September 21, 2023. For more information about the Letter, see our Form 8-K
filed with the SEC on July 27, 2023.
Reasons
for the Founder Share Amendment Proposal
The
Existing OTEC Charter provides that the OTEC Class B Common Stock converts automatically to OTEC Class A Common Stock upon the
consummation of a business combination on a one-to-one basis. The purpose of the Founder Share Amendment Proposal is to allow
conversion of the Founder Shares at any time prior to the Business Combination at the option of the holder.
Such
conversions would give OTEC further flexibility to regain compliance with Nasdaq under the MVLS Requirement in accordance with
the provisions set forth in the Merger Agreement.
Accordingly,
the Board believes that in order to be able to consummate the Business Combination, the Sponsor will need to convert such OTEC
Class B Common Stock to OTEC Class A Common Stock for OTEC to regain compliance with Nasdaq under the MVLS Requirement. While
we are using our best efforts to provide the Panel the information needed to regain compliance with Nasdaq at the Hearing, OTEC
intends that the Founder Share Amendment Proposal will allow OTEC to regain compliance prior to the Hearing. Without the approval
of the Founder Share Amendment Proposal, the Board believes that there is significant risk that we might not, despite our best
efforts, be able to regain compliance with Nasdaq under the MVLS Requirement at the Hearing. If that were to occur, we would be
precluded from completing the Business Combination in accordance with the terms of the Merger Agreement and would be forced to
liquidate even if our stockholders are otherwise in favor of consummating the Business Combination.
Required
Vote
The
affirmative vote of both (x) a majority of the holders of outstanding OTEC Common Stock voting together as a single class and
(y) a majority of the outstanding OTEC Class B Common Stock voting as a separate class is required to approve the Founder Share
Amendment Proposal.
If
the Founder Share Amendment Proposal is not approved, the Sponsor or holder of OTEC Class B Common Stock will not be permitted
to convert such shares of OTEC Class B Common Stock into shares of OTEC Class A Common Stock before the completion of the Business
Combination.
The
Sponsor and all of OTEC’s directors, executive officers and their affiliates are expected to vote any OTEC Common Stock
owned by them in favor of the Founder Share Amendment Proposal. Since the Class B Common Stock represents a majority of both the
Class A Common Stock and the Class B Common Stock voting together as a single class and the Sponsor holds all of the Class B Common
Stock, we expect the Founder Share Amendment Proposal to be approved. Upon conversion of the OTEC Class B Common Stock to OTEC
Class A Common Stock, such OTEC Class A Common Stock will not be entitled to receive funds from the Trust Account through redemptions
or otherwise.
Recommendation
As
discussed above, after careful consideration of all relevant factors, our Board has determined that the Founder Share Amendment
Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable the adoption
of the Founder Share Amendment Proposal.
OUR
BOARD RECOMMENDS THAT YOU VOTE “FOR” THE FOUNDER SHARE AMENDMENT PROPOSAL.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of
one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and
its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that
stockholders vote for the proposals. See the section entitled “Interests of the OTEC’s Sponsor, Directors and Officers”
for a further discussion.
THE
ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting from time to time to solicit additional
proxies in favor of the proposals or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate.
Vote
Required for Approval
Approval
of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of OTEC Common Stock
present at the Special Meeting and entitled to vote thereon, voting together as a single class. Abstentions will be counted in
connection with the determination of whether a valid quorum is established. Abstentions will have no effect on the Adjournment
Proposal. We believe that each of the Proposals is a “non-discretionary” matter, and therefore, there will not be
any broker non-votes at the Special Meeting.
YOUR
VOTE IS IMPORTANT. It is important that your shares be represented at the Special Meeting, regardless of the number of shares
that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope
that has also been provided.
Recommendation
of the Board
As
discussed above, after careful consideration of all relevant factors, our Board has determined that the Adjournment Proposal,
if presented, is in the best interests of the Company and its stockholders.
OUR
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE ADJOURNMENT PROPOSAL.
THE
SPECIAL MEETING
Overview
Date,
Time and Place. The Special Meeting of the Company’s stockholders will be held at 10:00 a.m. Eastern Time on September
5, 2023, as a virtual meeting. You will be able to attend, vote your shares and submit questions during the Special Meeting
via a live webcast available at https://www.cstproxy.com/oceantechspac/sm2023. If you plan to attend the virtual online Special
Meeting, you will need your control number to vote electronically at the Special Meeting. The meeting will be held virtually over
the internet by means of a live audio webcast. Only stockholders who own shares of our common stock as of the close of business on
the record date will be entitled to attend the virtual meeting.
To
register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our common
stock.
If
your shares are registered in your name with our transfer agent and you wish to attend the online-only virtual meeting, go to
https://www.cstproxy.com/oceantechspac/sm2023 and enter the control number you received on your proxy card and click on the “Click here” to preregister
for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the
meeting site using your control number. Pre-registration is recommended but is not required in order to attend.
Beneficial
stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative
at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their
legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting
control number that will allow them to register to attend and participate in the online-only meeting. After contacting our transfer
agent, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting.
Beneficial stockholders should contact our transfer agent no later than 72 hours prior to the Special Meeting date.
Stockholders
will also have the option to listen to the Special Meeting by telephone by calling:
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Within
the U.S. and Canada: +1 800-450-7155 (toll-free) |
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Outside
of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
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The
passcode for telephone access: 8152765#. You will not be able to vote or submit questions unless you register for and log in
to the Special Meeting webcast as described herein.
Voting
Power; record date. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned OTEC Class
A Common Stock at the close of business on August 9, 2023, the Record Date for the Special Meeting. You will have one vote per proposal
for each share of the OTEC Common Stock you owned at that time. The Company’s warrants do not carry voting rights.
Votes
Required.
| ● | Approval
of the Founder Share Amendment Proposal requires the affirmative vote of both (x) a majority
of the holders of outstanding OTEC Common Stock voting together as a single class and
(y) a majority of the outstanding OTEC Class B Common Stock voting as a separate class. |
| ● | Approval
of the Adjournment Proposal requires the affirmative vote of a majority of the votes
cast by the holders of OTEC Common Stock present at the Special Meeting and entitled
to vote thereon, voting together as a single class. |
If
you do not vote or if you abstain from voting on a proposal, your action will have the same effect as an “AGAINST”
vote. Broker non-votes will have the same effect as “AGAINST” votes. If you do not want the Founder Share Amendment
Proposal approved, you must abstain, not vote, or vote “AGAINST” such proposal.
At
the close of business on the record date of the Special Meeting, there were 915,975 shares of Class A common stock and 2,581,500
shares of Class B common stock outstanding, each of which entitles its holder to cast one vote per proposal.
Proxies;
Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Board on the proposals being presented to stockholders
at the Special Meeting. Proxies may be solicited in person or by telephone. The Company has engaged
Laurel Hill Advisory Group,
LLC to assist in the solicitation of proxies for the Special Meeting. If you grant a proxy, you may still revoke your proxy and
vote your shares online at the Special Meeting if you are a holder of record of the Company’s common stock. You may contact
the Proxy Solicitor, Laurel Hill Advisory Group, LLC, 2 Robbins Lane, Suite 201, Jericho, NY 11753, 855-414-2266 or Francis Knuettel
II, Chief Financial Officer, OceanTech Acquisitions I Corp., 515 Madison Ave., Suite 8133, New York, NY 10022, email: fk@oceantechspac.com.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of the OTEC Common Stock as of the Record Date based
on information obtained from the persons named below, with respect to the beneficial ownership of shares of OTEC Common Stock,
by:
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each person known
by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
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each of our executive
officers and directors that beneficially owns shares of common stock; and |
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all our officers
and directors as a group. |
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As
of the record date, there were 915,975 shares of Class A common stock and 2,581,500 shares of Class B common stock issued and
outstanding. Unless otherwise indicated, all persons named in the table have sole voting and investment power with respect to
all shares of common stock beneficially owned by them.
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Class
A Common Stock |
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Class
B Common Stock (2) |
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Approximate |
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Name
and Address of Beneficial Owner (1) |
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Number
of
Shares
Beneficially
Owned |
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Approximate
Percentage
of
Class |
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Number
of
Shares
Beneficially
Owned |
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Approximate
Percentage
of
Class |
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Percentage
of
Outstanding
Common
Stock |
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Surendra
Ajjarapu (2) |
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— |
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— |
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2,581,500 |
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100.0 |
% |
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68.0 |
% |
Francis
Knuettel II |
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— |
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— |
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— |
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— |
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— |
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Michael
Peterson |
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— |
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— |
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— |
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— |
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— |
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Donald
Fell |
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— |
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— |
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— |
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— |
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— |
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Venkatesh
Srinivasan |
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— |
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— |
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— |
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— |
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— |
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Siva
Saravanan |
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— |
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— |
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— |
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— |
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— |
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All
directors and executive officers as a group (6 individuals) |
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— |
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— |
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2,581,500 |
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100.0 |
% |
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68.0 |
% |
Other
5% and Greater Stockholders |
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Aspire
Acquisition LLC (2) |
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— |
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— |
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2,581,500 |
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100.0 |
% |
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68.0 |
% |
Glazer
Capital, LLC (3) |
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150,000 |
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12.3 |
% |
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— |
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— |
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4.0 |
% |
Paul
J. Glazer (3) |
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150,000 |
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12.3 |
% |
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— |
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— |
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4.0 |
% |
Owl
Creek Asset Management, L.P. (4) |
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300,925 |
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24.8 |
% |
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— |
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— |
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7.9 |
% |
Jeffrey
A. Altman (4) |
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300,925 |
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24.8 |
% |
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— |
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— |
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7.9 |
% |
Walleye
Capital LLC (5) |
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313,200 |
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25.8 |
% |
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— |
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— |
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8.2 |
% |
* |
Less than 1% |
(1) |
Unless otherwise noted, the business address
of each of the following entities or individuals is c/o OceanTech Acquisitions I Corp., 515 Madison Avenue, Suite 8133, New
York, NY 10022. |
(2) |
Interests shown consist solely of founder shares,
classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one
basis, subject to adjustment. |
(3) |
According to a Schedule 13G filed with the SEC
on February 14, 2023, on behalf of Glazer Capital, LLC, and Paul J. Glazer. The business address of this stockholder is 250
West 55th Street, Suite 30A, New York, NY 10019. |
(4) |
According to a Schedule 13G filed with the SEC
on February 9, 2022, on behalf of Owl Creek Asset Management L.P. and Jeffrey A. Altman. The business address of this stockholder
is 640 Fifth Avenue, 20th Floor, New York, NY 10019. |
(5) |
According to a Schedule 13G filed with the SEC
on April 19, 2023, on behalf of Walleye Capital LLC. The business address of this stockholder is 2800 Niagara Lane N, Plymouth,
MN 55447. |
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The
table above does not include the shares of common stock underlying the Private Placement Warrants held or to be held by our Sponsor
because these securities are not exercisable within 60 days of the record date for the Special Meeting.
The
table above is based on each Schedule 13G referenced therein, which have not been further updated for the existing 915,975 shares
of Class A common stock, but rather reference the previous 1,215,050 shares of Class A common stock.
SUBMISSION
OF STOCKHOLDER PROPOSALS
The
Board is aware of no other matter that may be brought before the Special Meeting. Under the DGCL, only business that is specified
in the notice of special meeting to stockholders may be transacted at the Special Meeting.
FUTURE
STOCKHOLDER PROPOSALS AND NOMINATIONS
If
the Founder Share Amendment Proposal is approved, we anticipate that the next special meeting or annual meeting of stockholders
will be held no later than December 31, 2023, regarding the Business Combination.
Our
bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered
by stockholders at a meeting. Notice of a nomination or proposal must be delivered to us not later than the close of business
on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more
than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close
of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before
the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual
meeting is first made by us. Accordingly, for our 2023 annual meeting, assuming the meeting is held on or about December 31, 2023,
notice of a nomination or proposal must be delivered to us no later than October 2, 2023 and no earlier than September 2, 2023.
Nominations and proposals also must satisfy other requirements set forth in the bylaws. The chairman of the board may refuse to
acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures.
If
the Founder Share Amendment Proposal is not approved and the Company fails to complete a qualifying business combination on or
before June 2, 2024, there will be no following annual meeting.
HOUSEHOLDING
INFORMATION
Unless
we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two (2) or
more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding,”
reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders
prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders
should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both
of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these
instructions:
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If
the shares are registered in the name of the stockholder, the stockholder should contact us at 1 800-450-7155 to inform us
of his or her request; or |
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If
a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly.
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WHERE
YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s
SEC filings, including this Proxy Statement, over the Internet at the SEC’s website at http://www.sec.gov.
If
you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Special
Meeting, you should contact:
Laurel
Hill Advisory Group, LLC
2
Robbins Lane, Suite 201
Jericho,
NY 11753
855-414-2266
Email:
OceanTech@laurelhill.com
You
may also obtain these documents by requesting them from the Company at:
OceanTech
Acquisitions I
515
Madison Avenue, Suite 8133
New
York, New York 10022
Attn: Surendra Ajjarapu
Telephone No.: (929) 412-1272
If
you are a stockholder of the Company and would like to request documents, please do so by August 28, 2023, in order
to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class
mail, or another equally prompt means.
ANNEX
A
AMENDMENT
TO
THE
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
OCEANTECH
ACQUISITIONS I CORP.
Pursuant
to Section 242 of the
Delaware
General Corporation Law
OCEANTECH
ACQUISITIONS I CORP. (the “Corporation”), a corporation organized and existing under the laws of the State
of Delaware, does hereby certify as follows:
1. |
The name of the
Corporation is OceanTech Acquisitions I Corp. The Corporation’s Certificate of Incorporation was filed in the office
of the Secretary of State of the State of Delaware on February 3, 2021 (the “Original Certificate”). An
Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware
on May 27, 2021 (as may be amended, the “Amended and Restated Certificate of Incorporation”). |
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2. |
This Amendment to
the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the
Corporation. |
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3. |
This
Amendment to the Amended and Restated Certificate of Incorporation was duly adopted in accordance with the Amended and
Restated Certificate of Incorporation and Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”)
as follows:
Item
4 of this Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote
of both (x) a majority of the holders of outstanding common stock voting together as a single class and (y) a majority
of the outstanding Class B Common Stock voting as a separate class.
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4. |
Section
4.3(b)(i) is hereby deleted in its entirety and replaced as follows:
(b)
Class B Common Stock.
(i)
Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial
Conversion Ratio”) at the election of the holder of such Class B Common Stock at any time prior to the closing of the
Business Combination or otherwise automatically on the closing of the Business Combination. |
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IN
WITNESS WHEREOF, OceanTech Acquisitions I Corp. has caused this Amendment to the Amended and Restated Certificate to be duly
executed in its name and on its behalf by an authorized officer as of this [●] day of [●], 2023.
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OCEANTECH ACQUISITIONS
I CORP. |
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By: |
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Name: |
Surendra
Ajjarapu |
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Title: |
Chief
Executive Officer |
OceanTech
Acquisitions I Corp.
515 Madison Avenue, Suite 8133
New
York, New York 10022
(929)
412-1272
SPECIAL
MEETING OF STOCKHOLDERS
September
5, 2023
YOUR
VOTE IS IMPORTANT
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR
THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 5, 2023
The undersigned, revoking any previous proxies relating
to these shares, hereby acknowledges receipt of the Notice dated August 23, 2023 and Proxy Statement, dated August 23, 2023, in connection
with the special meeting to be held at 10:00 a.m. Eastern Time on September 5, 2023 as a virtual meeting (the “Special Meeting”)
for the sole purpose of considering and voting upon the following proposals, and hereby appoints Surendra Ajjarapu and/or Francis Knuettel
II (with full power to act alone), the attorneys and proxies of the undersigned, with full power of substitution to each, to vote all
shares of the common stock of the Company registered in the name provided, which the undersigned is entitled to vote at the Special Meeting
and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization
hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying
Proxy Statement.
THIS
PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
THE FOUNDER SHARE AMENDMENT PROPOSAL, “FOR” AND “FOR” THE ADJOURNMENT PROPOSAL, IF PRESENTED.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on September 5,
2023: This notice of meeting and the accompany proxy statement are available at
https://www.cstproxy.com/oceantechspac/sm2023.
Proposal 1 — Founder
Share Amendment Proposal |
FOR |
AGAINST |
ABSTAIN |
A proposal to
amend the Existing OTEC Charter, to provide for the right of the holders of OTEC Class B Common Stock to convert such shares
of OTEC Class B Common Stock into shares of OTEC Class A Common Stock on a one-to-one basis at the election of such holders
and to authorize OTEC to regain compliance with Nasdaq for purposes of complying with the MVLS Requirement. |
¨ |
¨ |
¨ |
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Proposal 2 — Adjournment
Proposal |
FOR |
AGAINST |
ABSTAIN |
A proposal to
approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and
vote of proxies in the event that there are insufficient votes for, or otherwise, only to be presented at the Special Meeting
if there are not sufficient votes to approve the Founder Share Amendment Proposal. |
¨ |
¨ |
¨ |
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Dated:
, 2023 |
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Stockholder’s
Signature |
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Stockholder’s
Signature |
Signature
should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers
of attorney.
PLEASE
SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
THE PROPOSAL SET FORTH IN PROPOSAL 1—THE FOUNDER SHARE AMENDMENT PROPOSAL, AND “FOR” THE PROPOSAL SET FORTH
IN PROPOSAL 2—THE ADJOURMENT PROPOSAL, IF SUCH PROPOSAL IS PRESENTED AT THE SPECIAL MEETING. THIS PROXY WILL REVOKE ALL
PRIOR PROXIES SIGNED BY YOU.
Grafico Azioni OceanTech Acquisitions I (NASDAQ:OTECU)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni OceanTech Acquisitions I (NASDAQ:OTECU)
Storico
Da Giu 2023 a Giu 2024