SecProbe.io

United States securities and exchange commission logo
August 7, 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.
Registration Statement on Form S-4
Filed July 10, 2023
File No. 333-273186
Dear Surendra Ajjarapu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4 filed July 10, 2023
Cover Page
1.We note your disclosure that, upon consummation of the business combination, all of the
issued and outstanding capital stock of Regentis will be cancelled in exchange for "the
right for each of Regentis' shareholders to receive its Pro Rata Share . . . of the Merger
Consideration."  Please amend the disclosure on your cover page to provide an estimate of
the per share pro rata portion of the merger consideration to be received by Regentis
shareholders as of a recently practicable date.
Q: Do I have redemption rights?, page 19
2.We note that certain shareholders, including OTEC’s Sponsor, directors and executive
officers, have agreed to waive their redemption rights. Please describe any consideration

 FirstName LastNameSurendra  Ajjarapu
 Comapany NameOceanTech Acquisitions I Corp.
 August 7, 2023 Page 2
 FirstName LastNameSurendra  Ajjarapu
OceanTech Acquisitions I Corp.
August 7, 2023
Page 2
provided in exchange for this agreement. In addition, please revise your Background of
the Business Combination beginning on page 127 to disclose the negotiation of any
arrangements whereby any shareholder agrees to waive its redemption rights.
Q: What percentage of the Post-Closing Company will be owned by OTEC stockholders who
elect not to redeem their shares?, page 23
3.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders for your tables showing share
ownership in the post-closing company at various redemption levels, including on a fully
diluted basis.
4.Please clarify what percentage of public shareholders redeem their shares in your
maximum redemption scenario. Please also revise to clarify, if possible, that more public
shareholders may redeem than assumed for the purposes of your maximum redemption
scenario. We also note your disclosure in the Security Ownership of Certain Beneficial
Owners and Management section on page 277 referencing a "contractual maximum
redemption scenario." Please define or explain the "contractual maximum redemption
scenario" and clarify whether the maximum redemption scenario shown here is the same
as the "contractual maximum redemption scenario" referenced on page 277.
5.Please disclose the sponsor and its affiliates' total potential ownership interest in the
combined company, assuming exercise and conversion of all securities. Please also clearly
disclose the ownership percentages of the OTEC Public Stockholders and Regentis
Stockholders based on each of the scenarios disclosed in the second table on page 23.
6.We note your disclosure on page 20 that aggregate fees of $3,614,100 are due to the
underwriter of the OTEC IPO as deferred underwriting commissions. In your sensitivity
analysis related to dilution presented here, it does not appear that the underwriting fees are
adjusted based on redemption levels. Please revise your disclosure to disclose the effective
underwriting fee on a percentage basis for shares at each redemption level presented in
your sensitivity analysis related to dilution.
Q: What factors did OTEC's board of directors consider in evaluating the Business
Combination?, page 24
7.Some of the factors you list appear conclusory in nature or generically stated. Please
revise each factor to provide insight into and context for how the factor supports the
board’s recommendation. For example, disclose the basis of your finding that the Regentis
management team is "well-incentivized and aligned in an effort to create stockholder
value." Please also disclose how "[y]our extensive experience and creativity can architect
a win-win solution for both sides of the transaction." Additionally, discuss how each of
the other factors you provide supported the board's recommendation. For example, discuss
what about the size and forecast growth rates of the applicable markets for Regentis'
product as well as what regarding the technical quality of Regentis' product specifically
supported the recommendation. Please also specifically address how the board took the

 FirstName LastNameSurendra  Ajjarapu
 Comapany NameOceanTech Acquisitions I Corp.
 August 7, 2023 Page 3
 FirstName LastNameSurendra  Ajjarapu
OceanTech Acquisitions I Corp.
August 7, 2023
Page 3
enterprise value of approximately $96 million into account in recommending the
transaction. Make conforming changes throughout your filing, including to your
disclosure on pages 133-135.
Q: What interests do the Sponsor and the current officers and directors of OTEC have in the
Business Combination?, page 27
8.Please revise the conflicts of interests discussion here and elsewhere throughout the
registration statement, as appropriate, to clarify how the board considered those conflicts
in negotiating and recommending the business combination.
9.Your charter waives the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Prospectus Summary, page 36
10.Please revise your discussion of the target, Regentis Biomaterials Ltd., to provide
additional and balanced disclosure on the current state of operations, including the current
state of clinical trials and regulatory approvals for the company's products, with reference
to FDA approval, and to disclose the company's history of operating losses and
accumulated deficit.
Conditions to Consummation of the Business Combination, page 39
11.Please identify each closing condition that is subject to waiver. For example, disclose
whether approval of OTEC's listing application with Nasdaq or the Closing Cash
Condition may be waived. Please also revise your risk factor on page 85, as applicable, to
address material risks related to closing conditions that may be waived.
Risk Factors
Risks Related to OTEC and the Business Combination, page 84
12.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.
13.We note the risk factor disclosure on page 86. Please provide risk factor disclosure
advising as to all sources of potential dilution holders of your common stock may
experience. The risk factor should discuss potential dilution from your public and private
warrants, extension warrants, earnout shares, RSUs, options, Regentis Warrants
Converted to OTEC Warrants, loan grant shares as well as the common stock issuable
pursuant to the Equity Incentive Plan or pursuant to a PIPE Invesment or other financing.
Activities taken by existing OTEC stockholders to increase . . ., page 90
14.We note your disclosure here and on page 125 that "[a]t any time prior to the special

 FirstName LastNameSurendra  Ajjarapu
 Comapany NameOceanTech Acquisitions I Corp.
 August 7, 2023 Page 4
 FirstName LastNameSurendra  Ajjarapu
OceanTech Acquisitions I Corp.
August 7, 2023
Page 4
meeting, during a period when they are not then aware of any material nonpublic
information regarding OTEC or its securities, OTEC, the Sponsor, OTEC's officers and
directors, Regentis, and Regentis' officers and directors and/or their respective affiliates
may purchase OTEC Common Stock from institutional and other investors who vote, or
indicate an intention to vote, against the Business Combination Proposal, or execute
agreements to purchase such shares from such investors in the future, or they may enter
into transactions with such investors and others to provide them with incentives to acquire
shares of OTEC Common Stock or vote their shares of OTEC Common Stock in favor of
the Business Combination Proposal." Please provide us with your analysis of how these
transactions comply or will comply with Rule 14e-5 of the Exchange Act. Refer to Tender
Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.
A new 1% U.S. federal excise tax . . ., page 103
15.Please revise the risk factor on page 103 regarding the excise tax to clearly state the risk
that if existing SPAC investors elect to redeem their shares such that their redemptions
would subject the SPAC to the stock buyback excise tax, the remaining shareholders that
did not elect to redeem may economically bear the impact of the excise tax.
Background of the Business Combination, page 127
16.Please revise the Background section to provide additional detail describing the
negotiations concerning key aspects of the business combination and related transactions,
including, without limitation, the scope and valuation of Regentis' business, including as
negotiated through the three rounds of discussions between the parties; the merger
consideration and the structure of the transaction, including the negotiation of ancillary
agreements such as the Sponsor Support Agreement, pursuant to which the Sponsor has a
contingent right to received the Earnout Shares and the negotiation and marketing
processes for any PIPE transaction. In addition, we note your disclosure elsewhere that a
condition to closing of the transaction includes the available closing OTEC cash shall be
equal or greater than $6,000,000. Please describe the negotiations related to this minimum
cash condition. Each proposal (preliminary or otherwise) and counterproposal concerning
a material transaction term made between February 4, 2023 and May 2, 2023 should be
described and the proposing party identified. In this regard, we note that the Background
section as written discusses in general terms the topical areas discussed by the parties
during the four months of negotiations and some of the final terms they mutually agreed
upon but does so without any indication of how those terms evolved during the course of
the discussions/negotiations.
17.Please revise your disclosure to provide additional detail, including timing, regarding the
search process, including how you selected which potential target companies to review.
Describe the process of identifying the initial 23 companies with which you entered into
discussions, the progress of those discussions and on what basis you then determined to
enter into non-disclosure agreements with 19 potential targets, and further explain how the
field of 19 narrowed to the 13 targets to which you delivered non-binding offers and then

 FirstName LastNameSurendra  Ajjarapu
 Comapany NameOceanTech Acquisitions I Corp.
 August 7, 2023 Page 5
 FirstName LastNameSurendra  Ajjarapu
OceanTech Acquisitions I Corp.
August 7, 2023
Page 5
ultimately to the four potential targets with which you fully executed non-binding offers.
Please clearly identify the targets to which you delivered, and also those with which you
executed, non-binding offers.
18.With respect to the companies with which you executed non-binding offers but did not
pursue business combinations, please expand your disclosure to discuss in greater detail
the due diligence that was conducted, including whether potential targets submitted
information about products/product candidates, financial statements, etc. and explain the
reason why you did not pursue business combinations with each. Your disclosure should
provide shareholders with an understanding of why other target companies were
ultimately chosen as business combination partners.
19.We note your disclosure with respect to Captura that "the OTEC board of directors
determined it was in the best interest of OTEC to terminate the business combination
agreement with Captura."  Please amend your disclosure to explain the basis for the
board's determination.  Please also disclose whether OTEC incurred any penalties or
liabilities with respect to the termination of the business combination agreement with
Captura. Provide similar disclosure, as applicable, with respect to your business
combination agreement with Majic Wheels Corp. and the termination of the same.
20.We note your disclosure on page 131 that on February 28, 2023, the OTEC board of
directors approved the sale of the OTEC securities held by the Initial Sponsor to the
Sponsor, which was “controlled by a related party.” We also note that the Sponsor
assumed certain obligations of and acquired the shares of the Initial Sponsor and that
certain management changes took place, including Mr. Ajjarapu, replacing Mr. Adir as
Chief Executive Officer of OTEC. Please revise your disclosure here, as well as elsewhere
in the registration statement such as in the OTEC’s Business section and in the Certain
Relationships and Related Person Transactions section, as appropriate, to discuss how the
Initial Sponsor and the Sponsor were introduced, any negotiations that took place
concerning material terms of the sale, including the aggregate consideration of $1.00, the
board’s reasons for which it approved the sale, and any material terms of the Purchase
Agreement, dated March 13, 2023.
21.In the event that the Sponsor has other SPACs in the process of searching for a target
company, please revise to disclose whether the Sponsor considered more than one active
SPAC to be the potential acquirer of Regentis and how the final decision was reached.
22.Please disclose any discussions about continuing employment or involvement for any
persons affiliated with the SPAC before the merger, any formal or informal commitment
to retain the financial advisors after the merger, and any pre-existing relationships
between SPAC sponsors and additional investors.
23.Please disclose when you retained Nelson Mullins Riley & Scarborough LLP
and Goldfarb Gross Seligman & Co. as well as when Doron Tikotsky Kantor Gutman
Nass & Amit Gross was engaged.

 FirstName LastNameSurendra  Ajjarapu
 Comapany NameOceanTech Acquisitions I Corp.
 August 7, 2023 Page 6
 FirstName LastNameSurendra  Ajjarapu
OceanTech Acquisitions I Corp.
August 7, 2023
Page 6
24.Please disclose the conflicts of interest, if any, arising from Maxim's engagement as
Regentis' financial advisor, given Maxim's role as OTEC's underwriter for its IPO and in
finding a target and facilitating the business combination while being engaged by OTEC
prior to its engagement as Regentis' financial advisor.
Unaudited Prospective Financial Information of Regentis, page 136
25.We note your disclosure that you have "summarized in the table" the "key elements of the
projections provided by management of Regentis to OTEC." Revise to clarify if you have
disclosed all the projections provided to OTEC, or only "key elements." If you have not
provided all projections given to OTEC, revise to include all material projections and tell
us why you believe any projections not included in the document are not material.
26.We reference the projections considered by OTEC in connection with the Business
Combination on page 138. We have the following comments regarding these projections:

•Please revise to provide additional information surrounding material assumptions a