UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 27, 2023
OceanTech
Acquisitions I Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-40450 |
|
85-2122558 |
| (Commission
File Number) |
|
(IRS
Employer Identification No.) |
515
Madison Avenue, Suite 8133
New
York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (929) 412-1272
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| |
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| |
|
|
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Units,
each consisting of one share of Class A Common Stock and one Redeemable Warrant |
|
OTECU |
|
The
Nasdaq Stock Market LLC |
| Class
A Common Stock, $0.0001 par value per share |
|
OTEC |
|
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
OTECW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed on Form 8-K with the Securities Exchange Commission, on January 24, 2023, OceanTech Acquisitions I Corp.,
a Delaware Corporation (the “Company”), received written notice (the “Notification Letter”)
from the listing qualifications department of The Nasdaq Stock Market (“Nasdaq”) on January 24, 2023, stating
that the Company’s market value of listed securities (“MVLS”) for the last 30 consecutive business days
(from November 29, 2022 to January 23, 2023), was below the required minimum of $35 million for continued listing on Nasdaq under
Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had 180 calendar days (or until
July 24, 2023) to regain compliance (the “Compliance Period”). The Notification Letter stated that Nasdaq will
close the matter and provide written confirmation that the Company has achieved compliance with rule 5550(b)(2) if at any time
before July 24, 2023, the Company’s MVLS closes at $35 million or more for a minimum of ten (10) consecutive business days. The
Company’s business operations were not affected by the receipt of the Notification Letter and the Company fully intended
to regain compliance with Nasdaq listing rules, monitored its Nasdaq listing between January 24, 2023 and July 24, 2023, and evaluated
its available options to regain compliance with Nasdaq’s minimum MVLS within the Compliance Period.
On
July 24, 2023, the Company submitted a Plan to Regain Compliance with Nasdaq Listing Rule 5550(b)(2) for continued listing on
the Nasdaq Capital Market, stating the Company is working with its investment bankers and financial advisors to ensure that the
Company will have a MVLS of at least $35 million for continued listing on the Nasdaq Capital Market as required, in connection
with the Agreement and Plan of Merger dated May 2, 2023, which has been amended by Amendment No. 1 to Agreement and Plan of Merger
dated July 7, 2023 (collectively, and as it may be further amended, the “Business Combination Agreement”),
which calls for R.B. Merger Sub Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary
of the Company (the “Merger Sub”) to merge with and into Regentis, with Regentis surviving the merger (the
“Business Combination”) and Regentis becoming a wholly owned subsidiary of the Company and the securityholders
of Regentis becoming securityholders of the Company, as immediately prior to the effective time of the Business Combination, all
of the issued and outstanding capital stock of Regentis, par value NIS 0.01, will no longer be outstanding and will automatically
be cancelled and cease to exist, in exchange for the right for each of Regentis’ shareholders to receive a percentage equal
to (a) the portion of the merger consideration that the Regentis shareholders collectively will be entitled to receive from the
Company, in the aggregate, a number of shares of the Company’s common stock with an aggregate value equal to $96,000,000,
with each such share valued at $10.00 per share (“Merger Consideration”) payable by the Company to such Regentis
shareholder in accordance with the terms of the Business Combination Agreement, divided by (b) the total Merger Consideration
payable by the Company to all Regentis shareholders in accordance with the terms of the Business Combination Agreement, and in
connection therewith, the Company will issue up to 15,019,586 shares of common stock, including 9,600,000 shares related to the
Merger Consideration.
However,
on July 25, 2023, the Company received written notice (the “Delisting Letter”) from Nasdaq that the Company
has not regained compliance with Nasdaq Listing Rule 5550(b)(2) for the MVLS within the Compliance Period in accordance with Nasdaq
Listing Rule 5810(c)(3)(C). Accordingly, unless the Company requests an appeal of this determination,
the Company’s securities will be delisted from The Nasdaq Capital Market, trading of the Company’s common stock will
be suspended at the opening of business on August 3, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission
to remove the Company’s securities from listing and registration on Nasdaq. The Company fully intends to appeal such determination
by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq
Listing Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the
Panel’s decision.
On
July 27, 2023, the Company requested such hearing, and wired the $20,000 fee to Nasdaq for such hearing, prior to 4:00 p.m. Eastern
Time on August 1, 2023, as required in the Delisting Letter.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| |
OCEANTECH
ACQUISITIONS I CORP. |
| |
|
|
| Date:
July 27, 2023 |
By: |
/s/
Suren Ajjarapu |
| |
|
Name:
Suren Ajjarapu |
| |
|
Title:
Chief Executive Officer |
| |
|
(Principal
Executive Officer) |
Exhibit 99.1
Sent
via Electronic Delivery to: cb@oceantechspac.com
January 24, 2023
Mr. Charles Baumgartner
Chief Financial Officer
OceanTech Acquisitions I Corp.
515 Madison Avenue
8th Floor - Suite 8133
New York, NY 10022
| Re: | OceanTech Acquisitions
I Corp. (the “Company”) |
Nasdaq Security: Units, Class A common stock, Warrants
Nasdaq Symbol: OTECU, OTEC, OTECW
Dear Mr. Baumgartner:
Our Listing Rules (the “Rules”)
require listed securities to maintain a minimum Market Value of Listed Securities (MVLS) of $35 million.1 Based upon
our review of the Company’s MVLS for the last 30 consecutive business days, the Company no longer meets this requirement.2
Consequently, a deficiency exists with regard to the Rule.3 However, the Rules also provide the Company a compliance
period of 180 calendar days in which to regain compliance. The following table summarizes the critical dates and information as
related to this matter.
Period below
$35,000,000 MVLS |
Expiration of 180
calendar day
compliance period |
Public
Announcement
Due Date |
Relevant Listing Rules |
|
November 29, 2022
to January 23, 2023 |
July 24, 2023 |
January 30, 2023 |
5550(b)(2) – MVLS
5810(c)(3)(C) – compliance
period
5810(b) – public disclosure
5505 – Capital Market
criteria |
If at anytime during this compliance period
the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive business days, we will provide you
written confirmation of compliance and this matter will be closed.
1
Staff calculates MVLS based upon the most recent Total Shares Outstanding (TSO), multiplied by the closing bid price.
2 For online access to all Nasdaq Rules, please see “Nasdaq Online Resources,” included with this letter.
3 Staff notes that the Company also does not meet the requirements under Listing Rules 5550(b)(1) and 5550(b)(3).
Mr. Charles Baumgartner
January 24, 2023
Page 2
In the event the Company does not regain
compliance with the Rule prior to the expiration of the compliance period, it will receive written notification that its securities
are subject to delisting.4
Our Rules require that the Company promptly
disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement
needs to be made no later than four business days from the date of this letter and must include the continued listing criteria
that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.5
The Company must also submit the announcement to Nasdaq’s MarketWatch Department.6 If the public announcement
is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch
Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company
must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading
in your securities will be halted.7
Finally,
an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com
and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies
and the basis for such non-compliance is posted on our website at listingcenter.nasdaq.com.
The Company will be included in this list commencing five business days from the date of this letter.
If you have any questions, please do not hesitate to contact
me at +1 301 768 0319.
Sincerely,
Kathryn Warcholak
Senior Listing Analyst
Nasdaq Listing Qualifications
4
At that time, the Company may appeal the delisting determination to a Hearings Panel.
5
Listing Rule 5810(b). See FAQ #428 available on the Nasdaq
Listing Center.
6
The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system
available at nasdaq.net/ED/IssuerEntry.
7
Listing IM-5810-1.
NASDAQ ONLINE RESOURCES
All
of our listing information and forms are available electronically on the Listing Center.
In addition to facilitating electronic submission of forms, you can also use the Listing Center to access Nasdaq’s Reference
Library containing hundreds of frequently asked questions and Governance Clearinghouse containing the latest updates on corporate
governance and listing standards.
To help you navigate the deficiency process, we have
provided links to some our most viewed resource materials.
| • | Board
Composition and Committee Requirements |
| • | Governance
Clearinghouse |
| • | How
to Transfer to Nasdaq Capital Market |
| • | Information
about Application of Shareholder Approval Rules |
| • | Listing
of Additional Shares Process |
| • | MarketWatch
Electronic Disclosure Submissions |
| • | Nasdaq
Listing Rules: Initial and Continued Listing |
| • | Reference
Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions |
Exhibit 99.2
Stanley
Higgins
Associate
Vice President
The
Nasdaq Stock Market LLC
+1 301 978 8041
By
Electronic Delivery to: fk@oceantechspac.com
July
25, 2023
Mr.
Francis Knuettel II
Chief
Financial Officer (Principal Financial Officer)
OceanTech
Acquisitions I Corp.
515
Madison Avenue
8th
Floor - Suite 8133
New
York, NY 10022
| Re: | OceanTech
Acquisitions I Corp. (the “Company”) – Staff Determination
Nasdaq Symbol: OTEC |
Dear
Mr. Knuettel:
On
January 24, 2023, Staff notified the Company that the market value of its listed securities had been below the minimum $35,000,000
required for continued listing as set forth in Listing Rule 5550(b)(2) (the “Rule”) for the previous 30 consecutive
trading days. Therefore, in accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until July
24, 2023, to regain compliance with the Rule.
However,
as we discussed, the Company has not regained compliance with the Rule. Accordingly, its securities will be delisted from The
Nasdaq Capital Market. In that regard, unless the Company requests an appeal of this determination as described below, trading
of the Company’s common stock will be suspended at the opening of business on August 3, 2023, and a Form 25-NSE will be
filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from
listing and registration on The Nasdaq Stock Market.
Our
Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules,
or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter
and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern
identified by Nasdaq in reaching the determination. 1 The Company must also submit the announcement to Nasdaq’s
MarketWatch DepartmentIf the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must
submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public
announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please
note that if you do not make the required announcement trading in your securities will be halted.2
1
Listing Rule 5810(b). See FAQ #428 available on the Nasdaq
Listing Center.
2
Listing IM-5810-1.
Mr.
Francis Knuettel II
July
25, 2023
Page
2
The
Company may appeal Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth
in the Nasdaq Listing Rule 5800 Series. A hearing request will stay the suspension of the Company’s securities and the filing
of the Form 25-NSE pending the Panel’s decision. Hearing requests should not contain arguments in support of the Company’s
position. The Company may request either an oral hearing or a hearing based solely on written submissions. The fee for a hearing
is $20,000. Please submit your non-refundable Hearing Request fee in accordance with the instructions provided on the attached
“Check Payment Form”.3 The request for a hearing and confirmation of payment should be submitted electronically
through our Listing Center4 and must be received by the Hearings Department
no later than 4:00 p.m. Eastern Time on August 1, 2023.
As
part of Staff’s ongoing review or in response to any submissions the Company has made or will make, Staff may identify additional
deficiencies under Nasdaq's rules. The Company will be formally notified of any such additional deficiencies and the basis for
them.
Please
use the link, “Hearing Requests & Process” on the attached chart for detailed information regarding the hearings
process. If you would like additional information regarding the hearings process, please call the Hearings Department at +1 301
978 8203.
Listing
Rule 5835 prohibits communications relevant to the merits of a proceeding under the Listing Rule 5800 Series between the Company
and the Hearings Department unless Staff is provided notice and an opportunity to participate. In that regard, Staff waived its
right to participate in any oral communications between the Company and the Hearings Department. Should Staff determine to revoke
such waiver, the Company will be immediately notified, and the requirements of Listing Rule 5835 will be strictly enforced.
If
you have any questions, please contact Herve Kivuvu, Listing Analyst, at +1 301 803 8526.
Sincerely,
3
The Form also includes a “link” for payment by wire.
4To
utilize our electronic form process, please create a user account, if you have not already done so. Once you create a user
account, you can begin completing the Hearing Request Form. At any time, you may save your work and complete it at a later
time. Upon submission, you will receive a confirmation email. Please note that prior to starting you will need the following
company information: current trading symbol, Central Index Key (CIK) code or CUSIP.
NASDAQ
ONLINE RESOURCES
All
of our listing information and forms are available electronically on the Listing Center.
In addition to facilitating electronic submission of forms, you can also use the Listing Center to access Nasdaq’s Reference
Library containing hundreds of frequently asked questions and Governance Clearinghouse containing the latest updates on corporate
governance and listing standards.
To
help you navigate the deficiency process, we have provided links to some our most viewed resource materials.
| • | Board
Composition and Committee Requirements |
| • | Governance
Clearinghouse |
| • | How
to Transfer to Nasdaq Capital Market |
| • | Information
about Application of Shareholder Approval Rules |
| • | Listing
of Additional Shares Process |
| • | MarketWatch
Electronic Disclosure Submissions |
| • | Reference
Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions |
Check
Payment Form
If
paying by check, please complete this form and include it along with your payment. If paying by wire, please click here for
instructions.
All
checks should be made payable to The Nasdaq Stock Market LLC at the following address:
| For payments sent by regular
mail: |
For payments sent by overnight
mail: |
| |
The Nasdaq Stock Market LLC—LBX 780700 |
| The Nasdaq Stock Market LLC—LBX 780700 |
Wells Fargo Bank |
| PO Box 780700 |
MAC Y1372-045 |
| Philadelphia, PA 19178-0700 |
401 Market Street |
| |
Philadelphia, PA 19106 |
| COMPANY
NAME |
SYMBOL |
| |
|
| ADDRESS |
|
| |
|
| ADDRESS |
|
| |
|
| REMITTER
NAME (if different than Company Name) |
|
| |
|
| AMOUNT |
CHECK
NO |
PLEASE
INDICATE REASON FOR PAYMENT BY CHECKING ONE OF THE FOLLOWING BOXES:
| □ | New
Company Application and Entry: The application fee is $25,000 for the Global or Global Select Market, $5,000 for the Capital
Market, and $1,000 for companies applying to list Closed End Funds, Exchange Traded Funds, Index Fund Shares or other structured
products. The remainder of the entry fee is due prior to the first day of trading. Nasdaq will credit all application fees paid
by the Company in connection with an application that has not been closed towards the Entry Fee payable upon listing. |
| □ | Application
Renewal Fee: If a Company does not list within 12 months of submitting its application, it will be assessed an additional
non-refundable $5,000 application fee each 12 months thereafter to keep its application open. |
| □ | Hearing
Request: The fee in connection with a hearing request is $20,000. |
| □ | Appeal
Request: The fee in connection with an appeal of a Hearing Panel decision to the NASDAQ Listing and Hearing Review Council
is $15,000. |
| □ | Transfer
Application: The fee for companies transferring from the Global or Global Select Market to the Capital Market is $5,000. |
OceanTech Acquisitions I (NASDAQ:OTECU)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
OceanTech Acquisitions I (NASDAQ:OTECU)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024
