| Description of Organization and Business Operations | Note 1— Description of Organization and Business
Operations OceanTech Acquisitions I Corp. (the
“Company”) is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one As of June 30, 2023, the Company had
not commenced any operations. All activity for the period from February 3, 2021 (inception) through June 30, 2023, relates to
the Company’s formation and the public offering consummated on June 2, 2021 (the “Initial Public Offering”),
and, since the closing of the Initial Public Offering, a search for a business combination candidate. The Company will not generate
any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate
non-operating income in the form of interest income on both cash from the proceeds derived from the Initial Public Offering and
investments held in trust. The Company’s original sponsor
was OceanTech Acquisitions I Sponsors, LLC (the “Original Sponsor”). On March 13, 2023, the Company’s sponsor
changed to Aspire Acquisition LLC, a Delaware limited liability company (“Aspire” or the “Sponsor”) when
Aspire acquired all of the Class B Common Stock and Private Placement Warrants from the Original Sponsor. As part of this transaction,
Aspire assumed ownership of all agreements and obligations of the Original Sponsor, agreed to reimburse the original chief executive
officer $ 25,000 5,000 Financing The registration statement for the
Company’s Initial Public Offering was declared effective on May 27, 2021 (the “Effective Date”). On June 2,
2021, the Company consummated its Initial Public Offering of 10,000,000 10.00 100,000,000 Simultaneously with the consummation
of the Initial Public Offering and the sale of the Units, the Company consummated the private placement sale (“Private Placement”)
of an aggregate 4,571,000 3,871,000 700,000 1.00 4,571,000 Transaction costs of the Initial Public
Offering amounted to $ 7,482,451 2,065,200 3,614,100 1,033,633 769,518 690,542 6,791,909 The Company granted the underwriter
in the Initial Public Offering a 45-day option to purchase up to 1,500,000 326,000 3,260,000 65,200 On June 2, 2022, the Company closed
an offering to private investors which included issuance of 1,548,900 1.00 1,200,000 0.15 On August 10, 2022, the Company, OceanTech
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 1”), and the Original
Sponsor, entered into a definitive Agreement and Plan of Merger (the “Captura Merger Agreement”) with Captura Biopharma,
Inc., a Delaware corporation (“Captura”) and Michael Geranen, as seller representative (“Geranen”). Pursuant
to the Captura Merger Agreement, upon the closing of the business combination, the Company would effect the merger of Merger Sub
1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding
capital stock of Captura would be exchanged for shares of the Class A Common Stock of the Company upon the terms set forth as
follows: Captura’s shareholders collectively shall be entitled to receive from the Company, in the aggregate, a number of
Company’s securities with an aggregate value equal to (a) $ 200,000,000 The obligations of the parties to consummate
such business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective
parties, including, without limitation: (a) the representations and warranties of the Company, Merger Sub 1 and Captura being
true and correct subject to the materiality standards contained in the Captura Merger Agreement; (b) material compliance by such
parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger Agreement;
(c) the approval by the Company’s stockholders of such business combination; (d) the approval by the Captura’s stockholders
of such business combination; I the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement) with respect
to the Company or with respect to Captura since the effective date of the Captura Merger Agreement that is continuing and uncured;
(f) the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement, a majority
of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $ 5,000,001 On October 13, 2022, parties to the
Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a) of the Captura Merger Agreement,
effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate
the Captura Merger Agreement. On November 15, 2022, the Company entered
into a definitive Agreement and Plan of Merger (the “Majic Merger Agreement”) with Merger Sub 1, OceanTech Merger
Sub 2, LLC, a Wyoming limited liability company and wholly owned subsidiary of the Company (“Merger Sub 2”), the Original
Sponsor in the capacity as the representative for the stockholders of the Company (the “Company Representative”),
Majic Wheels Corp., a Wyoming corporation ( “Majic”), and Jeffrey H. Coats, an individual, in the capacity as the
representative for the Majic stockholders (the “Majic Representative”). On November 29, 2022, the Company held
a special meeting of stockholders. At the meeting, the Company’s stockholders approved a charter amendment to extend the
date by which the Company must consummate its initial business combination from December 2, 2022 to June 2, 2023, subject to the
approval of the board of directors of the Company, provided the Original Sponsor or its designees deposit into the Trust Account
an amount equal to $ 0.067 125,000 8,477,497 87,541,322 10.32 On December 1, 2022, December 30, 2022
and February 2, 2023, the Company deposited $ 125,000 0.067 On February 3, 2023, Majic, the Company,
Merger Sub 1 and Merger Sub 2 mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a) of the Majic Merger Agreement,
effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate
the Majic Merger Agreement. On March 2, 2023, the Company deposited
$ 125,000 0.067 On March 13, 2023, the Company’s
sponsor changed from Original Sponsor to Sponsor when Aspire agreed to acquire all of the 2,581,500 5,869,880 On March 31, 2023 and May 2, 2023,
the Company deposited $ 125,000 0.067 On May 2, 2023, the Company, R.B. Merger
Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger Sub”), and Regentis Biomaterials
Ltd., an Israeli company (individually, “ Regentis On May 18, 2023, the Company and Sponsor,
announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor, pursuant to which
the Sponsor will loan the Company $ 30,000 360,000 On May 30, 2023, the Company held a
virtual special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed May
10, 2023 (as amended, the “Extension Proxy”). At such special meeting, the Company stockholders approved the proposal
for the Company to adopt and file with the Delaware Secretary of State of the State of Delaware an amended charter (the “Extension
Amendment Proposal”), which the Company promptly filed following the stockholders’ approval of the Extension Amendment
Proposal. Pursuant to the Company’s amended charter, the Company has the right to extend beyond June 2, 2023 (the “Original
Termination Date”) by up to 12, 1-month extensions through June 2, 2024 (the “Outside Date”; each of the 12,
1-month extensions, an “Extension”, and each such extension date a “Deadline Date”, and the latest of
such Deadline Dates, the “Extended Deadline”) the date by which the Company must (i) consummate a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one
or more businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless the closing of
the Company’s initial business combination shall have occurred, redeem or repurchase 100% of the Company’s Class A
common stock included as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company
or Sponsor (or its affiliates or permitted designees) is required to deposit into the Trust Account $ 30,000 360,000 Additionally, at such special meeting,
the stockholders of the Company approved the proposal to amend the trust agreement of the Trust Account to extend the termination
date for an additional twelve months, until June 2, 2024 (the “Trust Amendment Proposal). Upon approval of the Extension
Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company and the Trustee of the Trust
Account promptly entered into an amendment to the trust agreement to extend the termination date for an additional twelve months,
until June 2, 2024. In connection with the voting on the
Extension Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A
Common Stock (the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company
made cash payments to the Redeeming Stockholders totaling $11,233,821, representing approximately $10.84 per share. Following
such payments to the Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s
remaining shares of Class A Common Stock outstanding were 812,715. On June 1, 2023 and June 27, 2023,
the Company deposited $ 30,000 0.037 On July 7, 2023, the Company and Regentis
executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to $ 96 95 On July 28, 2023, the Company deposited
$ 30,000 0.037 Liquidity and Going Concern On June 30, 2023, the Company had cash
of $ 203,480 4,178,853 The Company’s liquidity needs
up to June 30, 2023 were satisfied through the proceeds of $ 25,000 1,256,043 323,039 Until the consummation of a business
combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition
candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business
to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional
capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s
Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever
amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company
may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take
additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending
the pursuit of a potential transaction, and reducing overhead expenses. In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern,
the Company has until September 2, 2023, to consummate an initial business combination. It is uncertain that the Company will
be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this
date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have
sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these condensed consolidated
financial statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial business
combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue
as a going concern for the next twelve months from the issuance of these financial statements. No adjustments have been made to
the carrying amounts of assets or liabilities should the Company be required to liquidate after June 2, 2024. The Company’s
Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever
amount they deem reasonable in their sole discretion, to meet the Company’s working capital. Risks and Uncertainties Management is currently evaluating
the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the COVID-19 virus
could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company,
the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements.
The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of
this uncertainty. In February 2022, the Russian Federation
and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the
United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action
and related sanctions on the world economy are not determinable as of the date of these condensed consolidated financial statements.
The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable
as of the date of these condensed consolidated financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction
Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal
1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation
itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market
value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing
corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock
repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the
Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent
the abuse or avoidance of the excise tax. Any redemption or other repurchase
that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to
the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination,
extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases
in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature
and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued
not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the
content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company
and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing
could cause a reduction in the cash available on hand to complete the Business Combination and in the Company’s ability
to complete the Business Combination. As discussed above, on May 30, 2023,
holders of 1,035,788 112,338 | Note
1— Description of Organization and Business Operations OceanTech
Acquisitions I Corp. (the “ Company one As
of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception)
through December 31, 2022 relates to the Company’s formation and the public offering (the “ Initial Public Offering The
Company’s Original Sponsor was OceanTech Acquisitions I Sponsors, LLC (the “Original Sponsor”). As discussed in Note 11, on March
13, 2023 the Company’s sponsor changed to Aspire Acquisition LLC, a Delaware limited liability company (the “ New Sponsor Financing The
registration statement for the Company’s Initial Public Offering was declared effective on May 27, 2021 (the “ Effective
Date 10,000,000 Units 10.00 100,000,000 Simultaneously
with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement sale (“ Private
Placement 4,571,000
warrants (“ Private Placement
Warrants 3,871,000
Private Placement Warrants were purchased
by the Original Sponsor and 700,000
Private Placement Warrants were purchased
by Maxim Group LLC and/or its designees (“ Maxim 1.00
per Private Placement Warrant, generating
total proceeds of $ 4,571,000 . Transaction
costs of the Initial Public Offering amounted to $ 7,482,451 2,065,200 3,614,100 1,033,633 769,518 690,542 6,791,909 The
Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 1,500,000 326,000 Over-Allotment Units 3,260,000 65,200 On
June 2, 2022, the Company closed and offering to private investors which included issuance of 1,548,900 1.00 0.15 On
August 10, 2022, the Company, OceanTech Merger Sub, Inc., a Delaware corporation (“ Merger Sub Merger Agreement Target Parties Geranen 200,000,000 minus (b) the amount, if any, by which the Target’s net
working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness
(as defined in the Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration otherwise
payable to the Target’s shareholders is subject to adjustment after the Closing in accordance with the terms of the Merger Agreement. The
obligations of the parties to consummate the business combination was subject to the satisfaction or waiver of certain
customary closing conditions of the respective parties, including, without limitation: (a) the representations and warranties
of the respective Parties being true and correct subject to the materiality standards contained in the Merger Agreement; (b)
material compliance by the Parties of their respective pre-closing covenants and agreements, subject to the standards
contained in the Merger Agreement; (c) the approval by the Company’s stockholders of the business combination; (d) the
approval by the Target’s stockholders of the business combination; (e) the absence of any Material Adverse Effect (as
defined in the Merger Agreement) with respect to the Company or with respect to the Target since the effective date of the
Merger Agreement that is continuing and uncured; (f) the election of the members of the post-Closing Board consistent with
the provisions of the Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g)
the Company having at least $ 5,000,001 On
October 13, 2022, parties to the Merger Agreement mutually terminated it pursuant to Section 8.1(a) of the Merger Agreement, effective
immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the
Merger Agreement. On
November 15, 2022, OceanTech Acquisitions I Corp., a Delaware corporation entered into a definitive business combination agreement
with OceanTech Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, OceanTech Merger Sub 2, LLC,
a Wyoming limited liability company and wholly-owned subsidiary of the Company (“ Merger Sub 2 Merger Subs Company Representative Target Target Representative On
October 13, 2022, Majic and OceanTech mutually terminated the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement,
effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate
the Merger Agreement. On November 29, 2022, OceanTech Acquisitions I Corp. held the Extension Meeting. At the Meeting, the Company’s
stockholders approved the Charter Amendment, which extends the date by which the Company must consummate its initial business combination
from December 2, 2022 to June 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended),
subject to the approval of the Board of Directors of the Company, provided the sponsor or its designees deposit into the trust
account an amount equal to $ 0.067 125,000 8,477,497 87,541,322 10.32 On
December 1, 2022, the Company caused to be deposited $ 125,000 0.067 On
December 30, 2022, the Company caused to be deposited $ 125,000 0.067 On
February 2, 2023, the Company caused to be deposited $ 125,000 0.067 On
March 2, 2023, the Company caused to be deposited $ 125,000 0.067 Liquidity
and Going Concern At
December 31, 2022, the Company had cash of $ 35,806 2,209,084 The
Company’s liquidity needs up to December 31, 2022 were satisfied through the proceeds of $ 25,000
from the sale of the founder shares (Note
5), a loan of $ 323,039
under an unsecured and noninterest bearing
promissory note – related party (Note 5), and from the net proceeds from the consummation of the Initial Public Offering and the
Private Placement held outside of the trust account (“ Trust Account Until
the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying
and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination.
The Company will need to raise additional capital through loans or additional investments from its New Sponsor, stockholders,
officers, directors, or third parties. The Company’s New Sponsor, officers and directors may, but are not obligated to,
loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to
meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the
Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could
include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing
overhead expenses. In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards
Board’s (“ FASB ASC Risks
and Uncertainties Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible
that the COVID-19 virus could have a negative effect on the Company’s financial position, results of its operations and/or
search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements.
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In
February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this
action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.
Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated
financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is
also not determinable as of the date of these consolidated financial statements. Inflation
Reduction Act of 2022 On
August 16, 2022, the Inflation Reduction Act of 2022 (the “ IR Act Treasury Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote
or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection
with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value
of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of
a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business
combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business
combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would
be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been
determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the
Company’s ability to complete a business combination. |
