Correspondence 0001753926-23-001661 from OceanTech Acquisitions I Corp. (CIK 0001846809)
OceanTech Acquisitions I Corp. (CIK 0001846809)
Date: Dec. 29, 2023 · CIK: 0001846809 · Accession: 0001753926-23-001661
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. 3 to Form S-4 Filed December 20, 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 oral comments received by the Company on December 27, 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, amended on September 13, 2023, amended on November 3, 2023, and further amended on December 20, 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. 3 to Registration Statement on Form S-4 filed December 20, 2023
1. Oral Comment conveyed by the Staff on December 27, 2023, requesting that the Company file the two promissory notes with Polar Multi-Strategy Master Fund dated as of May 2023 and October 2023.
Response: The Company respectfully acknowledges the Staff’s oral comment and advises the Staff that it has filed as Exhibits 4.2 and 4.3 to the Revised S-4 the two subscription agreements with Polar Multi-Strategy Master Fund in response to the Staff’s comment, and updated the references in the Revised S-4 to refer to these agreements as subscription agreements rather than promissory notes.
2. Oral Comment conveyed by the Staff on December 27, 2023, requesting that the Company revise its disclosure to include an estimate of the pro rata portion of the trust account that a shareholder would receive as of a recent practicable date if a shareholder exercised its redemption rights.
California | Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota
New York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia
Response: The Company respectfully acknowledges the Staff’s oral comment and advises the Staff that it has revised its disclosure on page 45 of the Revised S-4 to include this pro rata amount in response to the Staff’s comment.
3. Oral Comment conveyed by the Staff on December 27, 2023, requesting that the Company revise its disclosure to disclose the extended deadline for Nasdaq compliance, which had been extended from January 2, 2024 to January 22, 2024.
Response: The Company respectfully acknowledges the Staff’s oral comment and advises the Staff that it has revised its disclosure on page 188 of the Revised S-4 in response to the Staff’s comment.
We hope that the foregoing has been responsive to the Staff’s oral comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 202-689-2987 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.
Very truly
yours,
/s/
Andrew M. Tucker
Show Raw Text
CORRESP
1
filename1.htm
Andy Tucker
T: 202.689.2987
andy.tucker@nelsonmullins.com
NELSON MULLINS
RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS
AT LAW
101 Constitution Ave, NW, Suite
900
Washington, DC 20001
T: 202.689.2800 F: 202.689.2860
nelsonmullins.com
December
29, 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. 3 to Form S-4
Filed
December 20, 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 oral comments received by the Company on December 27, 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,
amended on September 13, 2023, amended on November 3, 2023, and further amended on December 20, 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. 3 to Registration Statement on Form
S-4 filed December 20, 2023
1. Oral Comment conveyed by the Staff on December 27, 2023, requesting that
the Company file the two promissory notes with Polar Multi-Strategy Master Fund dated as of May 2023 and October 2023.
Response: The Company respectfully
acknowledges the Staff’s oral comment and advises the Staff that it has filed as Exhibits 4.2 and 4.3 to the Revised S-4 the two
subscription agreements with Polar Multi-Strategy Master Fund in response to the Staff’s comment, and updated the references in
the Revised S-4 to refer to these agreements as subscription agreements rather than promissory notes.
2. Oral Comment conveyed by the Staff on December 27, 2023, requesting that
the Company revise its disclosure to include an estimate of the pro rata portion of the trust account that a shareholder would receive
as of a recent practicable date if a shareholder exercised its redemption rights.
California
| Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota
New
York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia
Response: The Company respectfully
acknowledges the Staff’s oral comment and advises the Staff that it has revised its disclosure on page 45 of the Revised S-4 to
include this pro rata amount in response to the Staff’s comment.
3. Oral Comment conveyed by the Staff on December 27, 2023, requesting that
the Company revise its disclosure to disclose the extended deadline for Nasdaq compliance, which had been extended from January 2, 2024
to January 22, 2024.
Response: The Company respectfully
acknowledges the Staff’s oral comment and advises the Staff that it has revised its disclosure on page 188 of the Revised S-4 in
response to the Staff’s comment.
We hope that the foregoing has been responsive to
the Staff’s oral comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to
contact me at 202-689-2987 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.
Very truly
yours,
/s/
Andrew M. Tucker
Andrew
M. Tucker, Esq.
CC:
Suren
Ajjarapu, Chief Executive Officer and Chairman of the Company
(sa@oceantechspac.com)
Frank
Knuettel II, Chief Financial Officer of the Company
(fk@oceantechspac.com)
Rebekah
McCorvey, Esq., Nelson Mullins Riley & Scarborough LLP
(rebekah.mccorvey@nelsonmullins.com)
Tiffany
Weatherholtz, Esq., Nelson Mullins Riley & Scarborough LLP
(tiffany.weatherholtz@nelsonmullins.com)
Jon
Anderson, Esq., Nelson Mullins Riley & Scarborough LLP
(jon.anderson@nelsonmullins.com)