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): October 9, 2023
OceanTech
Acquisitions I Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-40450 |
|
85-2122558 |
| (Commission
File Number) |
|
(IRS Employer
Identification No.) |
515
Madison Avenue, 8th Floor – Suite 8133
New
York, New
York 10022
Registrant’s
telephone number, including area code (929)
412-1272
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
☒ |
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)) |
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|
|
| |
☐ |
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
8.01 Other Events.
As
previously disclosed, on July 25, 2023, OceanTech Acquisitions I Corp., a Delaware Corporation (the “Company”), received
written notice from The Nasdaq Stock Market (“Nasdaq”) stating that the Company had not regained compliance with Nasdaq
Listing Rule 5550(b)(2) for the market value of listed securities requirement (the “MVLS Rule”) within the applicable
compliance period, and on July 27, 2023, the Company requested a hearing to appeal such determination, which hearing was held before
the Nasdaq Hearings Panel (the “Panel”) on September 21, 2023 (the “Hearing”).
To
address the deficiency related to the MVLS Rule, the Company filed a Definitive Proxy Statement on Schedule 14A on August 23, 2023, providing
notice of a special meeting of stockholders to be held on September 5, 2023 to propose to amend the Company’s existing charter,
to provide for the right of the holders of the Company’s Class B common stock to convert such shares into shares of Class A common
stock on a one-to-one basis at the election of such holders (the “Founder Share Amendment Proposal”), rather than
upon the closing of an initial business combination, in order to authorize the Company to regain compliance with the MVLS Rule of Nasdaq.
The Founder Share Amendment Proposal was approved on September 5, 2023, and with conversion of the Company’s Class B common stock
to Class A common stock, resulted in the Company’s market value of securities increasing approximately $28,706,280 in addition
to the Company’s then-current market value of securities being approximately $10,185,642, based on calculations utilizing the Company’s
common stock closing price of $11.12 per share on August 28, 2023. The Company estimated the market value of securities of the Company’s
common stock to total approximately $38,891,922, above the required $35 million. The following ten consecutive business days after September
5, 2023, ended ahead of the Hearing. After the Hearing, the Company provided a chart listing each of the initial listing requirements
and noted how the Company anticipated meeting each requirement.
On
October 12, 2023, following the Hearing, the Company received a letter from Nasdaq stating that the Company regained compliance under
the MVLS Rule. As such, this deficiency has been cured and the Company is in compliance with the MVLS Rule.
As
previously disclosed, on September 13, 2023, the Company received written notice from Nasdaq stating that the Company currently does
not meet the required minimum of 300 public holders for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(3) (the “Public
Holder Rule”), and further stated that the Panel would consider this matter in rendering a determination regarding the Company’s
continued listing on Nasdaq at the Hearing. At the Hearing, the Company discussed its anticipated compliance with the Public Holder Rule
upon the closing of the business combination (the “Business Combination”) pursuant to 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”) with 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”).
On
October 9, 2023, the Company received a letter from Nasdaq stating that the Panel granted the Company’s request for an exception
until January 2, 2024, subject to the following:
| (1) | On
or before October 20, 2023, the Company shall demonstrate compliance with MVLS Rule, and
|
| (2) | On
or before January 2, 2024, the Company shall complete the Business Combination, and establish
compliance with Listing Rule 5505. |
On
October 10, 2023, the Company further demonstrated compliance with the MVLS Rule and received the confirmation noted above on October
12, 2023, stating that the Company had regained compliance with the MVLS Rule. The Company anticipates completing the Business Combination
pursuant to the Merger Agreement with Regentis and Merger Sub by the end of 2023, and upon such completion, expects to establish compliance
with Listing Rule 5505 and the Public Holder Rule.
The
Company’s business operations are not affected and the Company fully intends to regain compliance with the Public Holder Rule.
The Company will monitor its Nasdaq listing and evaluate its available options to regain compliance with Nasdaq.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are attached hereto and filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
OCEANTECH ACQUISITIONS
I CORP. |
| |
|
|
| Date: October 13, 2023 |
By: |
/s/
Surendra Ajjarapu |
| |
|
Name: Surendra Ajjarapu |
| |
|
Title: Chief Executive Officer
(Principal Executive Officer) |
Exhibit
99.1
Sent
via electronic delivery
October
9, 2023
Tiffany
Weatherholtz
Associate/Nelson
Mullins Riley & Scarborough LLP
201
17th Street NW, Suite 1700
Atlanta,
GA 30363
| RE: | OceanTech
Acquisitions I Corp. (Symbol: OTEC) |
| | | Nasdaq
Listing Qualifications Hearings |
| | | Docket
No. NQ 6654C-23 |
Dear
Ms. Weatherholtz:
The
Nasdaq Hearings Panel (“Panel”) grants the request of OceanTech Acquisitions I Corp. (the “Company”) to
continue its listing on The Nasdaq Stock Market (“Nasdaq” or the “Exchange”), subject to the conditions
discussed below.
Company
Background and Financial Information. According to its public disclosures, the Company is a blank check company
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. The Company’s Form 10-Q for the period ended June 30, 2023, reported total
assets of $9,397,014 and stockholders’ deficit of $10,454,700. For the six-month period ended June 30, 2023, the Company
reported revenue in the amount of $13,604 and net loss from continuing operations of $1,589,771. As of June 30, 2023, the Company
reported 915,975 shares of Class A common stock outstanding, with approximately 151,850 publicly held shares. The closing bid
price for the Company’s common stock on September 12, 2023, was $11.0300 per share; consequently, the market values for
the Company’s total listed securities and publicly held shares were $10,434,145 and $1,674,906, respectively.
Procedural
History. On January 24, 2023, Nasdaq Listing Qualifications staff (“Staff”) notified the Company that
it no longer complied with the $35,000,000 minimum market value of listed securities requirement set forth in Listing Rule 5550(b)(2).
In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until July 24, 2023, to regain compliance
with Listing Rule 5550(b)(2). On July 25, 2023, Staff notified the Company that it had determined to delist the Company as it
did not comply with the minimum market value of listed securities requirement. On July 27, 2023, the Company requested a hearing.
On September 13, 2023, Staff issued an additional delist determination letter for the Company’s failure to maintain a minimum
of 300 public shareholders for continued listing pursuant to Listing Rule 5550(a)(3), which served as an additional and separate
deficiency requiring delisting of the Company’s securities. A hearing on the matter was held on September 21, 2023.
Listing
Standards at Issue. The Company is in violation of the $35,000,000 minimum market value of listed securities requirement
(MVLS) set forth under Listing Rule 5550(b)(2) (the “MVLS Rule”), or any of the alternatives in Rule 5550(b). Additionally,
the Company is in violation of the minimum of 300 public shareholders requirement in Listing Rule 5550(a)(3) (the “Roundlot
Rule”).
Factual
Background.
The
Panel considered the entire record, which is incorporated by reference into this decision. Relevant documents include the Company’s
submission(s), the memorandum prepared by Staff, and the Company’s public filings.
The
Company was represented by outside counsel and senior management. Counsel for the Company explained that the Company failed to
maintain the minimum $35 million market value of listed securities due to a larger than expected number of redemptions by SPAC
shareholders. To address this deficiency, the Company completed a proxy vote on September 5, 2023, to convert Class B shares worth
roughly $28 million to Class A. That amount, plus an additional $9 million in existing Class A shares, would allow the Company
to regain compliance with the MVLS rule, according to counsel for the Company. The Company is working with Listings Qualifications
Staff to verify compliance.
Counsel
then outlined the Company’s plan to cure the Shareholders Rule. Counsel advised that in instead of specifically addressing
the Roundlot Rule, the Company planned to complete a de-SPAC transaction with a company named Regentis Biomaterials. The transaction
will be underwritten by Maxim Group. Counsel advised the Panel that a representative from Maxim was confident the new entity would
meet the Roundlot Rule. The Company has already filed a Form S-4 registration statement with the SEC and is in the process of
completing the review. Counsel states the Company has fewer than 20 comments to address in response to SEC staff inquiries regarding
the transaction. The Company anticipates completing the business combination by the end of the year. The Company requested an
exception until December 31st. After the hearing, Counsel for the Company provided a chart listing each of the initial
listing requirements and noted how the Company anticipated meeting each requirement.
Panel
Analysis and Conclusions. Based on the information presented, the Panel has determined to grant the Company’s request
for an exception until January 2, 2024, subject to the conditions outlined below. The Company has already taken steps to
cure the MVLS deficiency and is working to complete a de-SPAC transaction that will allow it to establish compliance with all
the initial listing requirements. Based on the Company’s efforts thus far, the Panel believes an exception to the continued
listing rules is appropriate.
Accordingly,
the Panel grants the Company’s request for continued listing on The Nasdaq Capital Market, subject to the following:
| 1. | On
or before October 20, 2023, the Company shall demonstrate compliance with Listing Rule
5550(b)(2), |
| 2. | On
or before January 2, 2024, the Company shall complete a business combination with Regentis
Biomaterials and establish compliance with Listing Rule 5505. |
It
is a requirement during the exception period that the Company provide prompt notification of any significant events that occur
during this time that may affect the Company’s compliance with Nasdaq requirements. This includes, but is not limited to,
any event that may call into question the Company’s ability to meet the terms of the exception granted. The Panel reserves
the right to reconsider the terms of this exception based on any event, condition or circumstance that exists or develops that
would, in the opinion of the Panel, make continued listing of the Company’s securities on the Exchange inadvisable or unwarranted.
In
addition, any compliance document will be subject to review by the Panel, which may, in its discretion, request additional information
before determining that the Company has complied with the terms of the exception. The Company should assess its disclosure obligations
with respect to the materiality of the Panel’s decision and determine what public disclosures of the decision and its terms
are appropriate.
The
Company may request that the Nasdaq Listing and Hearing Review Council review this decision. A written request for review must
be received within 15 days from the date of this decision and should be sent by e-mail to the Office of Appeals and Review at
appeals@nasdaq.com. Pursuant to Nasdaq Listing Rule 5820(a), the Company must submit
a fee of $15,000.00 to Nasdaq to cover the cost of the review. Instructions for submitting the fee are on the enclosed Appeals
Payment Form. Please include evidence of this payment with the e-mailed request for review by attaching a PDF copy of the
wire instructions or check.
The
Company should be aware that the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review any Panel
decision within 45 calendar days after issuance of the written decision. If the Listing Council determines to review this decision,
it may affirm, modify, reverse, dismiss or remand the decision to the Panel. The Company will be immediately notified in the event
the Listing Council determines that this matter will be called for review.
Should
you have any questions, please do not hesitate to contact me at (202) 912-3058.
| Sincerely, |
|
| |
|
 |
|
| Aravind Menon |
|
| Hearings Advisor |
|
| Nasdaq Office of General Counsel |
|
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 |
| PO Box 780700 |
Wells Fargo Bank |
| Philadelphia, PA
19178-0700 |
MAC Y1372-045 |
| |
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. |
Exhibit
99.2
Sent
via electronic delivery
October
12, 2023
Tiffany
Weatherholtz
Associate/Nelson
Mullins Riley & Scarborough LLP
201
17th Street NW, Suite 1700
Atlanta,
GA 30363
| RE: | OceanTech
Acquisitions I Corp. (Symbol: OTEC) |
| | | Nasdaq
Listing Qualifications Hearings |
| | | Docket
No. NQ 6654C-23 |
Dear
Ms. Weatherholtz:
This
letter serves to confirm that OceanTech Acquisitions I Corp. (the “Company”) has regained compliance with the $35,000,000
minimum market value of listed securities requirement (MVLS) set forth under Listing Rule 5550(b)(2) (the “MVLS Rule”)
of The Nasdaq Stock Market (“Nasdaq” or the “Exchange”), as required by the Hearings Panel’s (“Panel”)
decision dated October 9, 2023. See the attached compliance worksheet prepared by the Nasdaq Listing Qualifications staff.
The
Panel reminds the Company that although it has regained compliance with the MVLS Rule, it is also required to demonstrate compliance
with the public shareholders requirement in Listing Rule 5550(a)(3). Therefore, this matter will remain open until the Company
has demonstrated compliance with all of the Exchange’s continued listing requirements.
Should
you have any questions, please do not hesitate to contact me at (202) 912-3058.
| Sincerely, |
|
| |
|
| |
|
| Aravind Menon |
|
| Hearings Advisor |
|
| Nasdaq Office of General Counsel |
|
Compliance
Worksheet: OceanTech Acquisitions I Corp.
| 10/2/2023 |
| |
|
| Staff Response Due Date: |
|
|
| |
|
|
| Docket Number: |
6654 |
|
| |
|
|
| Symbol: |
OTEC |
Analyst: Herve Kivuvu |
| |
|
|
| Deficiencies:
|
na .............................
S2-MC - Market Capitalization/Total Assets/Total Revenue |
| |
|
| |
5550(a)(3) ..............................
S-SH - Shareholders |
| |
|
| Multi-Step Exception: |
NO |
Exception Exp Date: |
| |
|
|
| Terms of Exception: |
|
|
| |
|
|
| Terms of Extension: |
|
|
| |
|
|
| Staff Review |
| Company
Financials: |
|
|
| For
Most Recent Period Ended: |
6/30/2023 10Q |
|
| Total
Assets: |
$9,397,014 |
|
| Total
Revenue(YTD): |
$13,604 |
|
| Net
Income(Loss)YTD: |
|
|
| Equity: |
($10,454,700) |
|
| For
Fiscal Year Ended: |
12/31/2022
10K |
|
| Total
Revenue: |
$0 |
|
| Net
Income(Loss): |
|
|
| |
____________10/10/2023___ |
|
| As
of: |
|
|
| Market
Value of |
|
|
| Listed
Securities: |
$38,534,165 |
|
| Bid
Price: |
$11.03 |
|
| Market
Value of Publicly Held Securities: |
$6,408,489 |
|
| Public
Float: |
567,123 |
|
Compliance
Confirmed:
The
Company’s Market Value of Listed Securities has been above the $35,000,000 minimum required for 25 consecutive trading days, from
September 5, 2023 to October 10, 2023. Accordingly, Staff has determined that the Company has regained compliance with the Market
Value of Listed Securities. However, the Company’s Public Holders deficiency under 5550(a)(3) remains before the Panel.
| Analyst Signature: |
Herve Kivuvu |
|
Date: |
10/11/2023 |
|
| |
|
|
|
|
|
| Manager
Signature: |
 |
|
Date: |
10/11/2023 |
|
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