Current Report Filing (8-k)
19 May 2023 - 8:01PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 18, 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
(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 |
|
OTECO |
|
The Nasdaq
Stock Market LLC |
| Redeemable Warrants, each exercisable
for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
OTECW |
|
The Nasdaq
Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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 1.01. |
Entry into a Material
Definitive Agreement. |
In
connection with the proposal in the Proxy Statement on Schedule 14A filed by OceanTech Acquisitions I Corp. (the “Company”)
with the SEC on May 10, 2023 (the “Extension Proxy”) and amounts the Company would be required under its amended and restated
articles of incorporation to deposit into its trust account to extend the deadline by which the Company must consummate an initial business
combination (the “Charter Amendment”), on May 18, 2023, the Company and its sponsor, Aspire Acquisition LLC (the “Sponsor”),
announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor (the “Loan Agreement”),
pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12 1-month extension, up to an aggregate of $360,000
(the “Loan”).
The
foregoing summary of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the form of
Loan Agreement filed as Exhibit 1.1 and incorporated by reference.
| Item 7.01. |
Regulation FD Disclosure. |
On
May 18, 2023, the Company issued a press release announcing the Loan and the Proxy Amendment (defined below), and a copy of the press
release is furnished as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Amendment
and Restatement of Extension Proxy
On
May 18, 2023, the Company filed an amendment to the Extension Proxy (the “Amendment”), which amends and restates in its entirety
the Extension Proxy for the purposes of (i) revising the Extension Amendment Proposal (as defined therein) to clarify that the extension
payments for the Company in connection with the Charter Amendment shall be $30,000 per month (up to an aggregate of $360,000) and that
such amount(s) will be funded the Loan, and (iii) setting the approximate price per share to be paid for redemptions as $10.82 per share
(from $10.79 per share as previously reported on the May 10, 2023 Current Report on Form 8-K). Other than the foregoing, no other changes
have been made to the Extension Proxy.
| |
Item 9.01. |
Financial Statements
and Exhibits. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, OceanTech has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
OCEANTECH
ACQUISITIONS I CORP.
|
| |
|
|
| Date: May 18, 2023 |
By: |
/s/
Suren Ajjarapu |
| |
|
Name:
Suren Ajjarapu
Title:
Chief Executive Officer
(Principal
Executive Officer) |
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