Correspondence 0001753926-23-000603 from OceanTech Acquisitions I Corp. (CIK 0001846809)
OceanTech Acquisitions I Corp. (CIK 0001846809)
Date: May 9, 2023 · CIK: 0001846809 · Accession: 0001753926-23-000603
AI Filing Summary & Sentiment
File numbers found in text: 001-40450
Referenced dates: May 3, 2023
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NELSON MULLINS RILEY & SCARBOROUGH
LLP
ATTORNEYS
AND COUNSELORS AT LAW
101 Constitution Avenue, NW
Suite 900
Andy Tucker
Washington D.C., 20001
T: 202.689.2987
T: 202.689.2800 F: 202.689.2860
Andy.Tucker@nelsonmullins.com
nelsonmullins.com
May
9, 2023
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Attention:
Joseph
Ambrogi
Brigitte
Lippmann
RE:
OceanTech Acquisitions I Corp.
Preliminary Proxy Statement filed on Schedule 14A
Filed April 26, 2023
File No. 001-40450
Ladies
and Gentlemen:
On
behalf of OceanTech Acquisitions I Corp. (the “Company”), we are hereby responding to the letter dated May 3, 2023
(the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”
or the “Commission”), regarding the Company’s Preliminary Proxy Statement, on Schedule 14A filed on April 26,
2023. The numbered paragraph below corresponds to the numbered comment in the Comment Letter, and the Staff’s comment is presented
in bold italics.
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, please revise your disclosure in future
filings
to include 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 U.S. 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 in a target company, any price appreciation in the combined
company,
and the warrants, which would expire worthless. Please include an example of
your
intended disclosure in your response.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s sponsor, Aspire Acquisition
LLC, is not currently controlled by nor has substantial ties with non-U.S. person(s). Additionally, all officers and directors of the
Company are U.S. citizens and U.S. residents. The current owner of Aspire is the Chief Executive Officer of the Company, and to the extent
additional investors are brought in, we are informed they will all be U.S. citizens. Prior to the current sponsor’s acquisition
of all securities held by the former sponsor, OceanTech Acquisitions I Sponsors LLC, there was a number of non-U.S. persons holding securities
of the former sponsor. Upon the closing of a business combination, the owners of the prior sponsor will be entitled to an aggregate of
ten percent of the Company’s Class B shares currently held Aspire. As a result, there will be less than 10% of the shares held
by Aspire owned by non-U.S. persons. The Company does not believe this will trigger a finding that the Company is controlled by or has
substantial ties to non-U.S. person(s). Accordingly, we have not revised the disclosure in the Preliminary Proxy Statement in response
to this comment.
*****
If
you have any additional questions regarding our response, please do not hesitate to contact Andrew Tucker at (202) 689-2987.
Very
truly yours,
/s/
Andrew Tucker
Andrew
Tucker
cc:
Francis Knuettel II, Chief Financial Officer, OceanTech Acquisitions I Corp.