United States securities and exchange commission logo
November 17, 2023
Surendra Ajjarapu
Chief Executive Officer
OceanTech Acquisitions I Corp.
515 Madison Avenue, Suite 8133
New York, New York 10022
Re: OceanTech
Acquisitions I Corp.
Amendment No. 2
Registration Statement on Form S-4
Filed November 3,
2023
File No. 333-273186
Dear Surendra Ajjarapu:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our October 11, 2023
letter.
Amendment No. 2 to Registration Statement on form S-4 filed November 3,
2023
Q: What percentage of the Post-Closing Company will be owned by OTEC
stockholders who
elect not to redeem their shares?, page 22
1. We note your revised
disclosure in response to comment 1, including that "[t]he total
equity value of the
Post-Closing Company was determined by multiplying the OTEC
Common Stock closing
price of $11.02 per share on October 30, 2023 by the number of
outstanding shares at
the Closing of the Business Combination in each of the five
redemption scenarios."
Please revise your post-transaction equity value to take into
account not only the
current value of the OTEC common shares or the capital in the trust
account, but a
post-transaction equity value of the combined company, to show the impact
of redemptions on the
per share value of the shares owned by non-redeeming shareholders
at each redemption
level. Alternatively, please explain why the market value of the OTEC
shares prior to the
merger represents an appropriate measure of the post transaction equity
Surendra Ajjarapu
OceanTech Acquisitions I Corp.
November 17, 2023
Page 2
value of the combined company.
Q: What interests do the Sponsor and the current officers and directors of OTEC
have in the
Business Combination?, page 27
2. We note your revised disclosure in response to comment 3 that OTEC
cannot assure
investors that Article X of the OTEC Charter, relating to the waiver
of the corporate
opportunities doctrine for OTEC and any of its officers and directors
or affiliates, did not
impact its search for a business combination target. Please revise
your disclosure to
affirmatively state whether you believe that Article X impacted your
search for a business
combination target.
Unaudited Prospective Financial Information of Regentis, page 138
3. We note your revised disclosure in response to comment 10, including
that, in formulating
its market penetration and pricing estimates, Regentis' management
considered the impact
of competition from existing solutions and potential known new market
entrants and their
competing solutions to address Regentis' target market. Please revise
your disclosure to
identify the competing existing solutions and potential solutions
considered by Regentis'
management, the specific assumptions related to the length of time of
the medical
procedures related to these solutions compared to Regentis' solution,
and the price points
of these solutions compared to Regentis' price points.
General
4. We note your response and amended disclosure in response to comment 7,
including that
OTEC did not have an ongoing relationship with Maxim at the time Maxim
was engaged
as Regentis' financial advisor. However, you disclose on page 133 that
"Sponsor agreed to
work with Maxim and other advisors to negotiate various soft terms
before signing any
binding agreements for funding." Please clarify Sponsor's relationship
to Maxim at the
time the parties were negotiating the business combination. In addition,
you disclose on
page 224 that Maxim and the company amended the Underwriting Agreement
to resolve
an issue related to the company contemplating a transaction with another
target prior to
the business combination with Regentis, which target sought to use
another bank unless
FirstName LastNameSurendra Ajjarapu
certain terms were agreed upon. Please clarify Maxim's ongoing
relationship with OTEC,
Comapany NameOceanTech
considering Acquisitions
that the parties amendedI Corp.
the underwriting agreement after
the IPO date based
on discussions
November with2a potential target.
17, 2023 Page
FirstName LastName
Surendra Ajjarapu
FirstName
OceanTechLastNameSurendra
Acquisitions I Corp.Ajjarapu
Comapany 17,
November NameOceanTech
2023 Acquisitions I Corp.
November
Page 3 17, 2023 Page 3
FirstName LastName
Please contact Kristin Lochhead at 202-551-3664 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Ansart at 202-551-4511 or Katherine Bagley at 202-551-2545 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Andrew M. Tucker, Esq.