Blog: OCEANTECH ACQUISITIONS I CORP. : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) –

Item 7.01 Regulation FD Disclosure

A press release describing the postponement of the special meeting to approve
the Extension Proposal described in Item 8.01 is attached hereto as Exhibit

 Item 8.01. Other Events.

On October 28, 2022, OceanTech Acquisitions I Corp. (the “Company”) filed a
Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) with the
Securities and Exchange Commission (the “SEC”) with respect to a special meeting
of the Company’s shareholders, scheduled to occur on November 23, 2022 (the
“Special Meeting”), to vote on, among other things, a proposal to amend the
Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to
extend the date by which the Company must consummate a business combination (the
“Extension”) from December 2, 2022 to June 2, 2023 (the “Extension Proposal”).
The purpose of the Extension is to allow the Company more time to complete its
previously announced business combination by and among the Company, Merger Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of the Company
(“Merger Sub 1”), OceanTech Merger Sub 2, LLC, a Wyoming limited liability
company and a wholly-owned subsidiary of the Company (“Merger Sub 2”), OceanTech
Acquisitions I Sponsors LLC, the Company’s sponsor (the “Sponsor”), in its
capacity as purchaser representative, Majic Wheels Corp., a Wyoming corporation
(the “Target”), and Jeffrey H. Coats, in his capacity as the representative for
the stockholders of the Target (together with the Company, Merger Sub, the
Sponsor and the Target, the “Parties”). In order to support this proposal, the
Company, and Sponsor have agreed that, if the proposal is approved, the Sponsor
(or its affiliates or permitted designees) will deposit into the Trust Account
$125,000 for each such one-month extension until June 2, 2023 unless the closing
of the Company’s initial business combination shall have occurred (the
“Extension Payment”) in exchange for a non-interest bearing, unsecured
promissory note payable upon consummation of a business combination.

On November 22, 2022, the Company announced that it had received redemption
notices for 9,449,599 shares of its Class A Common Stock from its stockholders.
This exceeds the threshold of 8,880,360 shares of common stock to effect the
Extension as set forth in the Proxy Statement by 569,239 shares. Accordingly,
the Company is postponing the previously scheduled meeting until 2:00 p.m. on
Tuesday, November 29, 2022, to solicit investors to reverse their redemption

Assuming no more than the minimum shares necessary to meet the condition of the
Extension Proposal are received, each non-redeeming stockholder will receive an
additional $0.086 per month per share for the duration of the Extension going

The Extension Payment will be deposited in the trust account on or before
December 2, 2022.

In the event notices reversing the redemption request for sufficient shares are
not received, the Company will be required to dissolve and liquidate.

Additional Information and Where to Find It

The Company intends to file a Prospectus and Proxy Statement with the SEC
describing the business combination and other stockholder approval matters for
the consideration of the Company’s stockholders, which Prospectus and Proxy
Statement will be delivered to its stockholders once definitive. This document
does not contain all the information that should be considered concerning the
business combination and the other stockholder approval matters and is not
intended to form the basis of any investment decision or any other decision in
respect of the business combination and the other stockholder approval matters.
The Company’s stockholders and other interested persons are advised to read,
when available, the Prospectus and Proxy Statement and the amendments thereto
and other documents filed in connection with the business combination and the
other stockholder approval matters, as these materials will contain important
information about the Company, the Target, the business combination and the
other stockholder approval matters. When available, the Prospectus and Proxy
Statement and other relevant materials for the business combination and the
other stockholder approval matters will be mailed to stockholders of the Company
as of a record date to be established for voting on the business combination and
the other stockholder approval matters. Stockholders will also be able to obtain
copies of the Prospectus and Proxy Statement and other documents filed with the
SEC, without charge, once available, at the SEC’s website at, or by
directing a request to: OceanTech Acquisitions I Corp., 515 Madison Avenue, 8th
Floor – Suite 8133, New York, New York, 10022 or (929) 412-1272.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and is not
intended to and shall not constitute a solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the proposed
business combination. This press release shall also not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.

Participants in Solicitation

The Company, the Target and their respective directors and executive officers
may be deemed participants in the solicitation of proxies from the Company’s
stockholders with respect to the business combination. A list of the names of
the Company’s directors and executive officers and a description of their
interests in the Company will be included in the proxy statement/prospectus for
the proposed business combination when available at Information
about the Company’s directors and executive officers and their ownership of
Company common stock is set forth in the Company’s Form 10-K, dated March 16,
2022, and in its prospectus dated May 27, 2021, as modified or supplemented by
any Form 3 or Form 4 filed with the SEC since the date of such filing. Other
information regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement/prospectus pertaining to
the proposed business combination when it becomes available.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about future financial and operating
results, our plans, objectives, expectations and intentions with respect to
future operations, products and services; and other statements identified by
words such as “will likely result,” “are expected to,” “will continue,” “is
anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook”
or words of similar meaning. These forward-looking statements include, but are
not limited to, statements regarding Target’s industry and market sizes, future
opportunities for Target and Company, Target’s estimated future results and the
proposed business combination between Company and Target, including the implied
enterprise value, the expected transaction and ownership structure and the
likelihood, timing and ability of the parties to successfully consummate the
proposed transaction. Such forward-looking statements are based upon the current
beliefs and expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the results
anticipated in these forward-looking statements.

In addition to factors previously disclosed in the reports filed with the SEC
and those identified elsewhere in this communication, the following factors,
among others, could cause actual results and the timing of events to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: inability to meet the closing conditions to the
business combination, including the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement;
the inability to complete the transactions contemplated by the Merger Agreement
due to the failure to obtain approval of Company’s shareholders, the failure to
achieve the minimum amount of cash available following any redemptions by
Company shareholders, redemptions exceeding a maximum threshold or the failure
to meet The Nasdaq Stock Market’s initial listing standards in connection with
the consummation of the contemplated transactions; costs related to the
transactions contemplated by the Merger Agreement; a delay or failure to realize
the expected benefits from the proposed transaction; risks related to disruption
of management’s time from ongoing business operations due to the proposed
transaction; changes in the cryptocurrency and digital asset markets in which
Target provides insurance and infrastructure offering services, including with
respect to its competitive landscape, technology evolution or regulatory
changes; changes in domestic and global general economic conditions, risk that
Target may not be able to execute its growth strategies, including providing
software solutions for the broad blockchain technology, and identifying,
acquiring, and integrating acquisitions; risks related to the ongoing COVID-19
pandemic and response; risk that Target may not be able to develop and maintain
effective internal controls; and other risks and uncertainties indicated in
Company’s final prospectus, dated May 27, 2021, for its initial public offering,
and the proxy statement/prospectus relating to the proposed business
combination, including those under “Risk Factors” therein, and in Company’s
other filings with the SEC. Company and Target caution that the foregoing list
of factors is not exclusive.

Actual results, performance or achievements may differ materially, and
potentially adversely, from any projections and forward-looking statements and
the assumptions on which those forward-looking statements are based. There can
be no assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as projected
financial information and other information are based on estimates and
assumptions that are inherently subject to various significant risks,
uncertainties and other factors, many of which are beyond our control. All
information set forth herein speaks only as of the date hereof in the case of
information about Company and Target or the date of such information in the case
of information from persons other than Company or Target, and we disclaim any
intention or obligation to update any forward-looking statements as a result of
developments occurring after the date of this communication. Forecasts and
estimates regarding Target’s industry and end markets are based on sources we
believe to be reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro forma,
projected and estimated numbers are used for illustrative purpose only, are not
forecasts and may not reflect actual results.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

  99.1         Press Release dated November 22, 2022.
104          Cover Page Interactive Data File (Embedded within the Inline XBRL
             document and included in Exhibit).

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