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): February 3, 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:
| | x | 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) |
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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 | | 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 x
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 1.02. Termination of Material Definitive Agreement.
As previously disclosed, OceanTech Acquisitions I Corp., a Delaware corporation (“OceanTech”), entered into a definitive Agreement and Plan of Merger, dated as of November 15, 2022 (the “Merger Agreement”), by and among OceanTech, OceanTech Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Majic Wheels Corp., a Wyoming corporation (“Majic Wheels”), OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company, in its capacity as Purchaser Representative, and Jeffrey H. Coats, in his capacity as Seller Representative.
On February 3, 2023, OceanTech and Majic Wheels entered into that certain Mutual Termination Agreement (the “Termination Agreement”) pursuant to which OceanTech and Majic Wheels mutually agreed to terminate the Merger Agreement pursuant to Section 8.1(a) thereof. Except as otherwise set forth in the Merger Agreement, none of the parties thereto shall have any further liability thereunder. Neither party will be required to pay the other a termination fee as a result of the mutual decision to enter into the Termination Agreement.
The termination of the Merger Agreement also terminates and makes void the Voting and Support Agreements (as defined in the Merger Agreement) and the Purchaser Support Agreement (as defined in the Merger Agreement), each of which were executed concurrently with the Merger Agreement.
The foregoing descriptions of the Merger Agreement, the Voting and Support Agreements and the Purchaser Support Agreement are not complete and are qualified in their entirety by reference to and the terms and conditions of, respectively, (i) the Merger Agreement, a copy of which was previously filed as Exhibit 2.1 to OceanTech’s Current Report on Form 8-K on November 15, 2022, (ii) the Form of Voting and Support Agreement, a copy of which was previously filed as Exhibit 10.2 to OceanTech’s Current Report on Form 8-K on November 15, 2022, and (iii) the Form of Purchaser Support Agreement, a copy of which was previously filed as Exhibit 10.1 to OceanTech’s Current Report on Form 8-K on November 15, 2022.
Item 8.01. Other Events.
On February 6, 2023, OceanTech issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and 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: February 6, 2023 | By: | /s/ Joseph Adir |
| | | Name: Joseph Adir |
| | | Title: Chief Executive Officer |
| | | (Principal Executive Officer) |
