Correspondence 0001753926-23-001421 from OceanTech Acquisitions I Corp. (CIK 0001846809)
OceanTech Acquisitions I Corp. (CIK 0001846809)
Date: Nov. 3, 2023 · CIK: 0001846809 · Accession: 0001753926-23-001421
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 Amendment No. 1 to Form S-4 Filed September 13, 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 October 11, 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 and amended on September 13, 2023 (collectively, 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.
Amendment No. 1 to Registration Statement on Form S-4 filed September 13, 2023
Questions and Answers about the Business Combination and the Special Meeting
Q: What percentage of the Post-Closing Company will be owned by OTEC stockholders who elect not to redeem their shares?, page 23
1. We note your response to comment 3 and reissue the comment in part. Please revise your
second table to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders on a fully diluted basis. In addition, we note your disclosure that the calculation of “Total Equity Value Post-Redemptions” used the OTEC common stock closing price of $11.13 per share. Please amend your disclosure to clarify how you calculated “Total Equity Value,” given that the total equity value should represent the value of the post-business combination company. Also, in an appropriate place in your filing, revise to discuss the key differences between the calculation of the pro forma equity valuation of $133,874,841 and the total equity value post-redemption for the post-closing company of $130,709,373, disclosed here and on page 38. Make conforming changes, as applicable, to your discussion of the calculation of Total Equity Value Post-Redemptions in your pro forma disclosures, including a discussion of how you arrived at this valuation and relevant assumptions.
Response: The Company respectfully advises the Staff that the Additional Dilution Sources table (the second table) has been revised to include two additional rows listing the total fully diluted shares and the fully diluted value per share each place this table is referenced, on pages 23, 30, 38, 87, 126, 150 and 240 of the Revised S-4. The “total equity value” has been clarified each place the Share Ownership table is referenced, on pages 23, 29, 38, 87, 125, 150 and 239 of the Revised S-4 and updated to reflect the closing price as of October 30, 2023. Pages 37 and 128 of the Revised S-4 have been updated to reference the correct number, which subsequently also reflects the change in price from $11.13 to $11.02 (from $133,874,841 to $133,491,873), forgoing the need to discuss differences and other changes.
2. We note your response to comment 5 and reissue the comment in part. Please also clearly disclose the ownership percentages of the OTEC Public Stockholders and Regentis Stockholders on a fully diluted basis for each of the redemption scenarios disclosed in the second table on page 23.
Response: The Company has updated the Additional Dilution Sources (the second table) in each place this table is referenced, on pages 23, 30, 38, 87, 126, 150 and 240 of the Revised S-4.
Q: What interests do the Sponsor and the current officers and directors of OTEC have in the Business Combination?, page 27
3. We note your response to comment 8 and reissue the comment. Please revise your disclosure to clarify how the Board considered these conflicts in negotiating and recommending the business combination.
Response: The Company respectfully advises the Staff that the Company has included the factors considered by the OTEC board of directors in negotiating the Business Combination, and has clarified on page 31 that the board of directors determined that the benefits outweighed the negative factors, and that the Business Combination contemplated was advisable, fair to and in the best interests of OTEC and its stockholders. With respect to the board’s recommendation of the Business Combination, the Company has added additional disclosure after each recommendation, on pages 4, 152, 155, 159, 160, 166, 167 and 168 of the Revised S-4.
Proposal One - The Business Combination Proposal
Background to the Business Combination, page 129
4. We note your response to comment 16 and your revised disclosure on page 133 and we reissue the comment. In this regard, we note that the Background section as written continues to discuss 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 describing how those terms evolved during the course of the negotiations. 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 receive the Earnout Shares; the negotiation and marketing processes for any PIPE transaction; and negotiations related to the minimum cash condition. Your disclosure should describe each proposal (preliminary or otherwise) and counterproposal concerning material transaction terms made between February 4, 2023 and May 2, 2023, the identity of the proposing party, the relevant positions of each party, and how the parties arrived on final terms.
Response: The Company has added additional detail on pages 132 and 133 of the Revised S-4 in response to the Staff’s comment. The Company respectfully advises the Staff that the nature of negotiations involved fluid discussions regarding the needs of each party to be able to close a business combination within an acceptable time period for each party, and the Company has revised its disclosure to provide a comprehensive summary of the key aspects of the negotiations. With respect to the Staff’s comment regarding the negotiation and marketing processes for any PIPE transaction, the Company respectfully notes that it is in discussions regarding various potential financing alternatives, including with existing investors to utilize Sponsor’s shares in order to obtain non-redemption agreements, and with new investors for promissory notes or equity investments going forward. The Company will disclose the terms of any financing once the terms are finalized.
5. We note your response to comment 17 and reissue the comment in part. Please clearly identify the targets to which you delivered, and also those with which you executed, non-binding offers. In your disclosure, identify to which of companies A through P you delivered non-binding offers. Furthermore, you disclose that you executed four NBOs, including an NBO executed by OTEC and Majic Wheels. Please revise to clearly state when and with whom the other NBOs were executed and for each executed NBO, please ensure you discuss the due diligence that was conducted, including whether potential targets submitted information about products or product candidates, financial statements, etc. and explain the reason why you did not pursue business combinations with each.
Response: The Company respectfully advises the Staff that additional information has been provided on page 132 of the Revised S-4 regarding the diligence conducted by the Company and the reasons the Company determined not to pursue those business combinations.
6. We note your response to comment 20 and reissue the comment in part. Please revise your disclosure here 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, and the board’s reasons for which it approved the sale. Please also file the Purchase Agreement as an exhibit, or, in the alternative, please tell us why you believe that you are not required to file the agreement. Refer to Item 601(b)(10) of Regulation S-K.
Response: The Company respectfully advises the Staff that additional disclosure has been included and the existing disclosure revised on page 133 of the Revised S-4. The Company also notes that the Sponsor agreed to assume certain obligations of Initial Sponsor and acquire the OTEC Class B Common Stock of Initial Sponsor upon the terms described in items (i) through (iv) on page 133, which collectively constitute the consideration paid or to be paid in connection with the transactions between the Initial Sponsor and the Sponsor. The Company respectfully advises the Staff that the Company has already filed the Purchase Agreement as Exhibit 10.10 to the S-4.
7. We note your response to comment 24 and your revised disclosure on page 132. Please revise to provide the Board’s basis for its determination that Maxim’s role in Business Combination was not material with regard to conflict of interest.
Response: The Company respectfully advises the Staff that the additional disclosure has been included on page 132 of the Revised S-4.
8. We note your disclosure that the Board received an initial draft of the fairness opinion on April 28, 2023. Given this timing, please clarify what the parties were discussing on April 19, 2023 regarding the initial draft of the fairness opinion.
Response: The Company respectfully advises the Staff that the referenced disclosure has been revised on page 133 of the Revised S-4.
Unaudited Prospective Financial Information of Regentis, page 138
9. We note your response to comment 25 and your revisions throughout this section, including that your table summarizes the “material elements of the projections provided by management of Regentis to OTEC.” Please revise to provide the complete projections that were provided to OTEC including all elements of the projections.
Response: The Company respectfully advises the Staff that footnote (1) has been added on page 140 of the Revised S-4 to address the Staff’s comment. Additionally, as discussed with Regentis’ counsel, the parties believe that the line items disclosed in the projections on page 140 of the Revised S-4 are the line items that are material to investors and that were considered by the Company’s board of directors in its evaluation of the Business Combination with Regentis, and that any further incremental financial data used to arrive at the disclosed line items may be competitively harmful if disclosed.
10. We note your response to comment 26 and your revised disclosure on pages 138-140. Please revise to also disclose any specific assumptions related to material macroeconomic factors, such as low interest rates, and to state whether specific market and industry conditions were assumed, such as whether the assumptions include the possibility of new market entrants and meaningful competition within the target markets and industries.
Response: The Company respectfully advises the Staff that page 140 of the Revised S-4 has been updated to address the Staff’s comment.
Opinion of the Mentor Group, Inc., page 142
11. We note your revised disclosure and response to comment 27 and reissue the comment in part. Please revise your disclosure to address the following with respect to Mentor’s methodology and calculations:
● Please clearly define debt-free cash flow as used here by Mentor and discuss how it was calculated using the forecasts provided by Regentis.
Response: The Company respectfully advises the Staff that additional disclosure has been included on page 145 of the Revised S-4.
● We note the letter provided by Mentor including the companies reviewed by Mentor and the business of those companies. Please revise your disclosure to provide additional detail describing how Mentor selected the relevant transactions, including the criteria on which
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CORRESP
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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
November
3, 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 Amendment No. 1 to Form S-4
Filed
September 13, 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 October 11, 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 and amended on September 13, 2023 (collectively, 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.
Amendment
No. 1 to Registration Statement on Form S-4 filed September 13, 2023
Questions
and Answers about the Business Combination and the Special Meeting
Q:
What percentage of the Post-Closing Company will be owned by OTEC stockholders who elect not to redeem their shares?, page 23
1. We
note your response to comment 3 and reissue the comment in part. Please revise your
second
table to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders on
a fully diluted basis. In addition, we note your disclosure that the calculation of “Total Equity Value Post-Redemptions”
used the OTEC common stock closing price of $11.13 per share. Please amend your disclosure to clarify how you calculated “Total
Equity Value,” given that the total equity value should represent the value of the post-business combination company. Also,
in an appropriate place in your filing, revise to discuss the key differences between the calculation of the pro forma equity
valuation of $133,874,841 and the total equity value post-redemption for the post-closing company of $130,709,373, disclosed here
and on page 38. Make conforming changes, as applicable, to your discussion of the calculation of Total Equity Value Post-Redemptions
in your pro forma disclosures, including a discussion of how you arrived at this valuation and relevant assumptions.
Response: The Company
respectfully advises the Staff that the Additional Dilution Sources table (the second table) has been revised to include two additional
rows listing the total fully diluted shares and the fully diluted value per share each place this table is referenced, on pages
23, 30, 38, 87, 126, 150 and 240 of the Revised S-4. The “total equity value” has been clarified each place the Share
Ownership table is referenced, on pages 23, 29, 38, 87, 125, 150 and 239 of the Revised S-4 and updated to reflect the closing
price as of October 30, 2023. Pages 37 and 128 of the Revised S-4 have been updated to reference the correct number, which subsequently
also reflects the change in price from $11.13 to $11.02 (from $133,874,841 to $133,491,873), forgoing the need to discuss differences
and other changes.
2. We
note your response to comment 5 and reissue the comment in part. Please also clearly
disclose the ownership percentages of the OTEC Public Stockholders and Regentis Stockholders
on a fully diluted basis for each of the redemption scenarios disclosed in the second
table on page 23.
Response:
The Company has updated the Additional Dilution Sources (the second table) in each place this table is referenced, on pages 23,
30, 38, 87, 126, 150 and 240 of the Revised S-4.
Q:
What interests do the Sponsor and the current officers and directors of OTEC have in the Business Combination?, page 27
3. We
note your response to comment 8 and reissue the comment. Please revise your disclosure
to clarify how the Board considered these conflicts in negotiating and recommending the
business combination.
Response:
The Company respectfully advises the Staff that the Company has included the factors considered by the OTEC board of directors
in negotiating the Business Combination, and has clarified on page 31 that the board of directors determined that the benefits
outweighed the negative factors, and that the Business Combination contemplated was advisable, fair to and in the best interests
of OTEC and its stockholders. With respect to the board’s recommendation of the Business Combination, the Company has added
additional disclosure after each recommendation, on pages 4, 152, 155, 159, 160, 166, 167 and 168 of the Revised S-4.
Proposal
One - The Business Combination Proposal
Background to the Business Combination, page 129
4. We
note your response to comment 16 and your revised disclosure on page 133 and we reissue
the comment. In this regard, we note that the Background section as written continues
to discuss 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 describing how those terms evolved during the course of the negotiations.
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 receive the Earnout Shares; the negotiation and marketing processes for any
PIPE transaction; and negotiations related to the minimum cash condition. Your disclosure
should describe each proposal (preliminary or otherwise) and counterproposal concerning
material transaction terms made between February 4, 2023 and May 2, 2023, the identity
of the proposing party, the relevant positions of each party, and how the parties arrived
on final terms.
Response:
The Company has added additional detail on pages 132 and 133 of the Revised S-4 in response to the Staff’s comment.
The Company respectfully advises the Staff that the nature of negotiations involved fluid discussions regarding the needs of each
party to be able to close a business combination within an acceptable time period for each party, and the Company has revised
its disclosure to provide a comprehensive summary of the key aspects of the negotiations. With respect to the Staff’s comment
regarding the negotiation and marketing processes for any PIPE transaction, the Company respectfully notes that it is in discussions
regarding various potential financing alternatives, including with existing investors to utilize Sponsor’s shares in order
to obtain non-redemption agreements, and with new investors for promissory notes or equity investments going forward. The Company
will disclose the terms of any financing once the terms are finalized.
5. We
note your response to comment 17 and reissue the comment in part. Please clearly identify
the targets to which you delivered, and also those with which you executed, non-binding
offers. In your disclosure, identify to which of companies A through P you delivered
non-binding offers. Furthermore, you disclose that you executed four NBOs, including
an NBO executed by OTEC and Majic Wheels. Please revise to clearly state when and with
whom the other NBOs were executed and for each executed NBO, please ensure you discuss
the due diligence that was conducted, including whether potential targets submitted information
about products or product candidates, financial statements, etc. and explain the reason
why you did not pursue business combinations with each.
Response:
The Company respectfully advises the Staff that additional information has been provided on page 132 of the Revised S-4 regarding
the diligence conducted by the Company and the reasons the Company determined not to pursue those business combinations.
6. We
note your response to comment 20 and reissue the comment in part. Please revise your
disclosure here 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, and the board’s reasons for which it approved the sale.
Please also file the Purchase Agreement as an exhibit, or, in the alternative, please
tell us why you believe that you are not required to file the agreement. Refer to Item
601(b)(10) of Regulation S-K.
Response: The
Company respectfully advises the Staff that additional disclosure has been included and the existing disclosure revised on page
133 of the Revised S-4. The Company also notes that the Sponsor agreed to assume certain obligations of Initial Sponsor and
acquire the OTEC Class B Common Stock of Initial Sponsor upon the terms described in items (i) through (iv) on page 133, which
collectively constitute the consideration paid or to be paid in connection with the transactions between the Initial Sponsor and
the Sponsor. The Company respectfully advises the Staff that the Company has already filed the Purchase Agreement as Exhibit 10.10
to the S-4.
7. We
note your response to comment 24 and your revised disclosure on page 132. Please revise
to provide the Board’s basis for its determination that Maxim’s role in Business
Combination was not material with regard to conflict of interest.
Response:
The Company respectfully advises the Staff that the additional disclosure has been included on page 132 of the Revised S-4.
8. We
note your disclosure that the Board received an initial draft of the fairness opinion
on April 28, 2023. Given this timing, please clarify what the parties were discussing
on April 19, 2023 regarding the initial draft of the fairness opinion.
Response:
The Company respectfully advises the Staff that the referenced disclosure has been revised on page 133 of the Revised S-4.
Unaudited
Prospective Financial Information of Regentis, page 138
9. We
note your response to comment 25 and your revisions throughout this section, including
that your table summarizes the “material elements of the projections provided by
management of Regentis to OTEC.” Please revise to provide the complete projections
that were provided to OTEC including all elements of the projections.
Response:
The Company respectfully advises the Staff that footnote (1) has been added on page 140 of the Revised S-4 to address the Staff’s
comment. Additionally, as discussed with Regentis’ counsel, the parties believe that the line items disclosed in the projections
on page 140 of the Revised S-4 are the line items that are material to investors and that were considered by the Company’s
board of directors in its evaluation of the Business Combination with Regentis, and that any further incremental financial data
used to arrive at the disclosed line items may be competitively harmful if disclosed.
10. We
note your response to comment 26 and your revised disclosure on pages 138-140. Please
revise to also disclose any specific assumptions related to material macroeconomic factors,
such as low interest rates, and to state whether specific market and industry conditions
were assumed, such as whether the assumptions include the possibility of new market entrants
and meaningful competition within the target markets and industries.
Response:
The Company respectfully advises the Staff that page 140 of the Revised S-4 has been updated to address the Staff’s comment.
Opinion
of the Mentor Group, Inc., page 142
11. We
note your revised disclosure and response to comment 27 and reissue the comment in part.
Please revise your disclosure to address the following with respect to Mentor’s methodology
and calculations:
● Please
clearly define debt-free cash flow as used here by Mentor and discuss how it was calculated
using the forecasts provided by Regentis.
Response: The
Company respectfully advises the Staff that additional disclosure has been included on page 145 of the Revised S-4.
● We
note the letter provided by Mentor including the companies reviewed by Mentor and the
business of those companies. Please revise your disclosure to provide additional detail
describing how Mentor selected the relevant transactions, including the criteria on which