Correspondence 0001753926-23-001218 from OceanTech Acquisitions I Corp. (CIK 0001846809)
OceanTech Acquisitions I Corp. (CIK 0001846809)
Date: Sept. 12, 2023 · CIK: 0001846809 · Accession: 0001753926-23-001218
AI Filing Summary & Sentiment
File numbers found in text: 333-273186
Letter
VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services Attention: Kristin Lochhead, Brian Cascio, Jessica Ansart, Katherine Bagley Re: OceanTech Acquisitions I Corp. Registration Statement on Form S-4 Filed July 10, 2023 File No. 333-273186
Dear All:
On behalf of OceanTech Acquisitions I Corp., a Delaware corporation (the “Company” or “OTEC”), we are transmitting this letter in response to the comments received by the Company on August 7, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in connection with the Form S-4 filed on July 10, 2023 (the “S-4”) relating to the Agreement and Plan of Merger dated as of May 2, 2023, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of July 7, 2023 (collectively, the “Agreement and Plan of Merger” or “Merger Agreement”), by and among OTEC, Regentis Biomaterials Ltd, a company organized under the laws of the State of Israel (“Regentis”) and R.B. Merger Sub Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of OTEC (the “Merger Sub”). This letter is being submitted together with an amendment to the S-4 (the “Revised S-4”) to address comments received by the Company from the Commission.
SEC Comments to 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.
Response: The Company has revised the cover page of the Revised S-4 accordingly.
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 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.
Response: The Company has revised its disclosure on pages 19 and 129 accordingly. The Company expects to enter into negotiations with certain public stockholders to waive redemption rights, but those discussions have not commenced.
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.
Response: The Company respectfully advises the Staff that the fixed price per share of $11.04, as noted in the footnote to the Share Ownership in Post-Closing Company table was utilized as a constant, fixed number for all redemption scenarios, meaning the per share price remains the same for each scenario. The Company has revised the Share Ownership in Post-Closing Company table on pages 23, 29-30, 38, 87, 125-126, 150 and 239-240 in the Revised S-4 to include additional line item to reflect this.
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.
Response: The Company has revised the Share Ownership in Post-Closing Company table on pages 23, 29-30, 38, 87, 125-126, 150 and 239-240 to include a footnote defining the maximum redemptions scenario and has revised the reference to that scenario in the Security Ownership of Certain Beneficial Owners and Management table to remove the reference to “contractual” to conform to the other tables in the Revised S-4 as they represent the same scenario.
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.
Response: The Company respectfully advises the Staff that the Share Ownership in Post-Closing Company table and the Additional Sources of Dilution (the second table) have been updated throughout the Revised S-4 on pages 23, 29-30, 38, 87, 125-126, 150 and 239-240 to provide the requested disclosure.
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.
Response: The Company respectfully advises the Staff that the Share Ownership in Post-Closing Company table has been updated on pages 23, 29-30, 38, 87, 125-126, 150 and 239-240 of the Revised S-4 to include an additional line item within the table for additional dilution sources for the effective deferred underwriting commissions on a percentage basis at each redemption level.
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 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.
Response: The Company respectfully advises the Staff that additional information has been included on pages 23-27 and 134-137 of the Revised S-4 to further address the reasoning of the OTEC Board’s recommendation.
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.
Response: The Company has revised its disclosure on pages 31, 49, 85, 127 and 137 of the Revised S-4 and in the sections entitled “Interests of OTEC’s Sponsor, Directors and Officers in the Business Combination” and “Proposal One—The Business Combination Proposal” accordingly.
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.
Response: The Company has included disclosure on page 189 of the Revised S-4 to address the waiver of the corporate opportunities doctrine and to note that the waiver of the corporate opportunities doctrine by the Company did not impact its search for an acquisition target. The Company supplementally advises the Staff that the waiver was included in the Existing OTEC Charter to provide OTEC’s board of directors and management with flexibility in case such an issue arose, but no conflicts regarding corporate opportunities arose as part of the acquisition target search.
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.
Response: The Company has included disclosure on pages 36 and 184 of the Revised S-4 to clarify that Regentis is a clinical stage development company with European approval and to provide additional disclosure regarding its current state of operations in response to the Staff’s comment.
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.
Response: The Company respectfully advises the Staff that, as disclosed in the lead-in to the list of closing conditions described on pages 175-177 of the Revised S-4, each closing condition, including the approval by Nasdaq of OTEC’s listing application and the Closing Cash Condition, is subject to waiver by the applicable party. The Company has also revised its disclosure throughout the Revised S-4 to clarify that each condition is subject to waiver in each place a condition is referenced. In addition, the Company has included an additional risk factor on page 85 of the Revised S-4 relating to the waiver of closing conditions.
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.
Response: The Company has included an additional risk factor on page 88 of the Revised S-4 highlighting the material risks to public warrant holders, including those arising from differences between private and public warrants, and clarifying that recent trading prices would not have triggered any right to redeem the public warrants, in response to the Staff’s comment.
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 Investment or other financing.
Response: The Company has included additional risk factors starting on pages 86-88 of the Revised S-4 to further address the material risks of the potential dilution, in response to the Staff’s comment.
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 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 off
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CORRESP
1
filename1.htm
NELSON
MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS
AND COUNSELORS AT LAW
Andrew
M. Tucker, Esq.
andy.tucker@nelsonmullins.com
101
Constitution Ave, NW, Suite 900
Washington,
DC 20001
T:
202.689.2987 F: 202.689.2860
nelsonmullins.com
September
12, 2023
VIA
EDGAR
Division
of Corporation Finance
Office
of Industrial Applications and Services
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Attention:
Kristin Lochhead, Brian Cascio, Jessica Ansart, Katherine Bagley
Re: OceanTech
Acquisitions I Corp.
Registration
Statement on Form S-4
Filed
July 10, 2023
File
No. 333-273186
Dear
All:
On
behalf of OceanTech Acquisitions I Corp., a Delaware corporation (the “Company” or “OTEC”),
we are transmitting this letter in response to the comments received by the Company on August 7, 2023, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in connection with the Form S-4 filed on July
10, 2023 (the “S-4”) relating to the Agreement and Plan of Merger dated as of May 2, 2023, as amended by that
certain Amendment No. 1 to Agreement and Plan of Merger, dated as of July 7, 2023 (collectively, the “Agreement and Plan
of Merger” or “Merger Agreement”), by and among OTEC, Regentis Biomaterials Ltd, a company organized
under the laws of the State of Israel (“Regentis”) and R.B. Merger Sub Ltd., a company organized under the
laws of the State of Israel and a wholly-owned subsidiary of OTEC (the “Merger Sub”). This letter is being
submitted together with an amendment to the S-4 (the “Revised S-4”) to address comments received by the Company
from the Commission.
SEC
Comments to 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.
Response:
The Company has revised the cover page of the Revised S-4 accordingly.
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
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.
Response:
The Company has revised its disclosure on pages 19 and 129 accordingly. The Company expects to enter into negotiations with certain
public stockholders to waive redemption rights, but those discussions have not commenced.
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.
Response:
The Company respectfully advises the Staff that the fixed price per share of $11.04, as noted in the footnote to the Share Ownership
in Post-Closing Company table was utilized as a constant, fixed number for all redemption scenarios, meaning the per share price
remains the same for each scenario. The Company has revised the Share Ownership in Post-Closing Company table on pages 23, 29-30,
38, 87, 125-126, 150 and 239-240 in the Revised S-4 to include additional line item to reflect this.
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.
Response:
The Company has revised the Share Ownership in Post-Closing Company table on pages 23, 29-30, 38, 87, 125-126, 150 and 239-240
to include a footnote defining the maximum redemptions scenario and has revised the reference to that scenario in the Security
Ownership of Certain Beneficial Owners and Management table to remove the reference to “contractual” to conform to
the other tables in the Revised S-4 as they represent the same scenario.
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.
Response:
The Company respectfully advises the Staff that the Share Ownership in Post-Closing Company table and the Additional Sources of
Dilution (the second table) have been updated throughout the Revised S-4 on pages 23, 29-30, 38, 87, 125-126, 150 and 239-240
to provide the requested disclosure.
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.
Response:
The Company respectfully advises the Staff that the Share Ownership in Post-Closing Company table has been updated on pages 23,
29-30, 38, 87, 125-126, 150 and 239-240 of the Revised S-4 to include an additional line item within the table for additional
dilution sources for the effective deferred underwriting commissions on a percentage basis at each redemption level.
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
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.
Response:
The Company respectfully advises the Staff that additional information has been included on pages 23-27 and 134-137 of the Revised
S-4 to further address the reasoning of the OTEC Board’s recommendation.
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.
Response:
The Company has revised its disclosure on pages 31, 49, 85, 127 and 137 of the Revised S-4 and in the sections entitled “Interests
of OTEC’s Sponsor, Directors and Officers in the Business Combination” and “Proposal One—The Business
Combination Proposal” accordingly.
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.
Response:
The Company has included disclosure on page 189 of the Revised S-4 to address the waiver of the corporate opportunities doctrine
and to note that the waiver of the corporate opportunities doctrine by the Company did not impact its search for an acquisition
target. The Company supplementally advises the Staff that the waiver was included in the Existing OTEC Charter to provide OTEC’s
board of directors and management with flexibility in case such an issue arose, but no conflicts regarding corporate opportunities
arose as part of the acquisition target search.
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.
Response:
The Company has included disclosure on pages 36 and 184 of the Revised S-4 to clarify that Regentis is a clinical stage development
company with European approval and to provide additional disclosure regarding its current state of operations in response to the
Staff’s comment.
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.
Response:
The Company respectfully advises the Staff that, as disclosed in the lead-in to the list of closing conditions described on pages
175-177 of the Revised S-4, each closing condition, including the approval by Nasdaq of OTEC’s listing application and the
Closing Cash Condition, is subject to waiver by the applicable party. The Company has also revised its disclosure throughout the
Revised S-4 to clarify that each condition is subject to waiver in each place a condition is referenced. In addition, the Company
has included an additional risk factor on page 85 of the Revised S-4 relating to the waiver of closing conditions.
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.
Response:
The Company has included an additional risk factor on page 88 of the Revised S-4 highlighting the material risks to public warrant
holders, including those arising from differences between private and public warrants, and clarifying that recent trading prices
would not have triggered any right to redeem the public warrants, in response to the Staff’s comment.
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 Investment or other financing.
Response:
The Company has included additional risk factors starting on pages 86-88 of the Revised S-4 to further address the material risks
of the potential dilution, in response to the Staff’s comment.
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
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 off