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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

Date
May 9, 2023
Author
Andrew Tucker
Form
CORRESP
Company
OceanTech Acquisitions I Corp. (CIK 0001846809)

Letter

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

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

Show Raw Text
CORRESP
1
filename1.htm

  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.