SEC Comment Letter 0000000000-23-004568 to OceanTech Acquisitions I Corp. (CIK 0001846809)
OceanTech Acquisitions I Corp. (CIK 0001846809)
Date: May 3, 2023 · CIK: 0001846809 · Accession: 0000000000-23-004568
AI Filing Summary & Sentiment
File numbers found in text: 001-40450
Letter
United States securities and exchange commission logo May 3, 2023 Francis Knuettel II Chief Financial Officer OceanTech Acquisitions I Corp. 515 Madison Avenue, Suite 8133 New York, NY 10022 Re:OceanTech Acquisitions I Corp. Preliminary Proxy Statement filed on Schedule 14A Filed April 26, 2023 File No. 001-40450 Dear Francis Knuettel II: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement filed on Schedule 14A filed April 26, 2023 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with, a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameFrancis Knuettel II Comapany NameOceanTech Acquisitions I Corp. May 3, 2023 Page 2 FirstName LastName Francis Knuettel II OceanTech Acquisitions I Corp. May 3, 2023 Page 2
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Joseph Ambrogi at 202-551-4821 or Brigitte Lippmann at 202-551- 3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Andrew M. Tucker, Esq.
Show Raw Text
United States securities and exchange commission logo
May 3, 2023
Francis Knuettel II
Chief Financial Officer
OceanTech Acquisitions I Corp.
515 Madison Avenue, Suite 8133
New York, NY 10022
Re:OceanTech Acquisitions I Corp.
Preliminary Proxy Statement filed on Schedule 14A
Filed April 26, 2023
File No. 001-40450
Dear Francis Knuettel II:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement filed on Schedule 14A filed April 26, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with, a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a target company should the transaction be
subject to review by a U.S. government entity, such as the Committee on Foreign
Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a
result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameFrancis Knuettel II
Comapany NameOceanTech Acquisitions I Corp.
May 3, 2023 Page 2
FirstName LastName
Francis Knuettel II
OceanTech Acquisitions I Corp.
May 3, 2023
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Joseph Ambrogi at 202-551-4821 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Andrew M. Tucker, Esq.