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): September 13, 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) |
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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 | | 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Purchase Agreement.
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 is scheduled to be held before the Nasdaq Hearings Panel (the “Panel”) on September 21, 2023.
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, results in the Company’s market value of securities increasing approximately $28,706,280 in addition to the Company’s 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 anticipates 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, will end ahead of the hearing to be held on September 21, 2023, which the Company anticipates will bring it in compliance and cure its deficiency with the MVLS rule of Nasdaq prior to such hearing.
On September 13, 2023, the Company received written notice (the “Notification Letter”) from Nasdaq stating that the Company currently does not meet the required minimum of 300 public holders for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(3).
The Notification Letter further states that the Panel will consider this matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market. Pursuant to Listing Rule 5810(d), the Company intends to present its views with respect to this additional deficiency at its hearing with the Panel.
The Company’s business operations are not affected by the receipt of the Notification Letter and the Company fully intends to regain compliance with Nasdaq listing rules. The Company will monitor its Nasdaq listing between now and the hearing with the Panel, and to evaluate its available options to regain compliance with Nasdaq.
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: September 13, 2023 | By: | /s/ Surendra Ajjarapu |
| | | Name: Surendra Ajjarapu |
| | | Title: Chief Executive Officer
(Principal Executive Officer) |
