Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
26 May 2023 - 8:37PM
Edgar (US Regulatory)
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 25, 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:
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☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
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 |
|
OTECO |
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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 |
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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. ☐
Adjournment of Special Meeting of Stockholders
OceanTech Acquisitions I
Corp., a Delaware corporation (“OceanTech”), announced today that its meeting of eligible stockholders of record
as of the record date (the “Stockholders”) scheduled for Friday, May 26, 2023 at 1:00 p.m. EDT (the “Special Meeting”)
will be adjourned immediately after it is convened (the “Adjournment”) until 11:30 a.m. EDT on Tuesday, May 30, 2023 (as reconvened,
the “Reconvened Special Meeting”). OceanTech previously filed a Definitive Proxy statement on Schedule 14(a)
(the “Final Proxy”) with respect to the Special Meeting to vote on, (i) a proposal to approve an amendment to
OceanTech’s amended and restated certificate of incorporation to extend the date by which OceanTech must consummate its initial
business combination from June 2, 2023 (the “Initial Deadline”) by up to twelve (12) one-month extensions through
June 2, 2024, or such earlier date as determined by OceanTech’s board of directors and (ii) a proposal to approve an amendment to
that certain Investment Management Trust Agreement dated as of May 27, 2021 between Continental Stock Transfer & Trust Company and
OceanTech. The record date of April 17, 2023 reflected in the Final Proxy will remain the same, and the Stockholders will continue to
be entitled to vote at the Reconvened Special Meeting. Any Stockholder who has previously cast votes does not need to vote again. Stockholders
may virtually attend the Reconvened Special Meeting, including to vote and/or submit questions during the Reconvened Special Meeting.
Prior to and during the pendency of the Reconvened Special Meeting, any Stockholder who has not yet voted is encouraged to vote by Internet
prior to 11:59 p.m., EDT, on May 29, 2023.
The press release announcing the Adjournment is filed
as Exhibit 99.1 and incorporated by reference.
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.
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OCEANTECH ACQUISITIONS I CORP. |
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Date: May 25, 2023 |
By: |
/s/ Suren Ajjarapu |
|
|
Suren Ajjarapu |
|
|
Chief Executive Officer |
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