SEC Comment Letter 0000000000-23-012649 to OceanTech Acquisitions I Corp. (CIK 0001846809)
OceanTech Acquisitions I Corp. (CIK 0001846809)
Date: Nov. 17, 2023 · CIK: 0001846809 · Accession: 0000000000-23-012649
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File numbers found in text: 333-273186
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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
FirstName LastNameSurendra Ajjarapu
Comapany NameOceanTech Acquisitions I Corp.
November 17, 2023 Page 2
FirstName LastName
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
certain terms were agreed upon. Please clarify Maxim's ongoing relationship with OTEC,
considering that the parties amended the underwriting agreement after the IPO date based
on discussions with a potential target.
FirstName LastNameSurendra Ajjarapu
Comapany NameOceanTech Acquisitions I Corp.
November 17, 2023 Page 3
FirstName LastName
Surendra Ajjarapu
OceanTech Acquisitions I Corp.
November 17, 2023
Page 3
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.