Item 1.01. Entry into a Material Definitive Agreement.
On June 2, 2021, OceanTech Acquisitions I Corp. (the "Company") consummated its
initial public offering (the "IPO") of 10,000,000 units ("Units"). Each Unit
consists of one share of Class A common stock, $0.0001 par value per share
("Common Stock") and one redeemable warrant ("Public Warrant"), each whole
Public Warrant exercisable into one share of Common Stock at an exercise price
of $11.50 per share. The Units were sold at an offering price of $10.00 per
Unit, generating gross proceeds of $100,000,000. Pursuant to the Underwriting
Agreement, the underwriters in the IPO retain a 45-day option to purchase up to
an aggregate of 1,500,000 additional Units to cover over-allotments, if any.
In connection therewith and the closing of the IPO, the Company entered into the
following agreements previously filed as exhibits to the Registration Statement.
On May 27, 2021, the Registration Statement (as defined below) was declared
effective by the Securities and Exchange Commission.
· An Underwriting Agreement, dated May 27, 2021, by and between the Company and
Maxim Group LLC as representative of the several underwriters;
· An Investment Management Trust Agreement, dated May 27, 2021, by and between
the Company and Continental Stock Transfer & Trust Company;
· A Warrant Agreement, dated May 27, 2021, by and between the Company and
Continental Stock Transfer & Trust Company;
· A Registration Rights Agreement, dated May 27, 2021, by and between the Company
and the Sponsor (as defined below);
· A Letter Agreement, dated May 27, 2021, by and among the Company, its officers,
its directors and the Sponsor;
· A Private Placement Warrant Purchase Agreement, dated May 27, 2021, by and
between the Company and the Sponsor; and
· An Administrative Support Agreement, dated May 27, 2021, by and between the
Company and the Sponsor.
The above descriptions are qualified in their entirety by reference to the full
text of the applicable agreement, each of which is incorporated by reference
herein and attached hereto as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4 and
10.5, respectively.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO and the sale of the Units, the
Company consummated the private placement ("Private Placement") of an aggregate
4,571,000 warrants ("Placement Warrants"), of which 3,871,000 Placement Warrants
were purchased by OceanTech Acquisitions I Sponsors LLC (the "Sponsor") and
700,000 Placement Warrants were purchased by Maxim Group LLC (and/or its
designees) at a price of $1.00 per Placement Warrant, generating total proceeds
of $4,571,000. The Placement Warrants (and the underlying securities) are
identical to the Public Warrants sold as part of the Units in the IPO, except as
otherwise disclosed in the Registration Statement. No underwriting discounts or
commissions were paid with respect to such sale. The issuance of the Placement
Warrants was made pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On May 27, 2021, in connection with the IPO, the Company filed its Amended and
Restated Certificate of Incorporation with the Secretary of the State of
Delaware, effective the same day. The terms of the Amended and Restated
Certificate of Incorporation are set forth in the Company's registration
statement on Form S-1, as amended (File No. 333-255151) (collectively, the
"Registration Statement"), and are incorporated herein by reference. A copy of
the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1
hereto and incorporated herein by reference.
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Item 8.01. Other Events.
A total of $101,000,000 of the net proceeds from the IPO and the Private
Placement were placed in a trust account established for the benefit of the
Company's public stockholders at JPMorgan Chase Bank N.A., with Continental
Stock Transfer & Trust Company acting as trustee. Except for the withdrawal of
interest to pay taxes and interest to pay any dissolution expenses, none of the
funds held in the trust account will be released until the earlier of (i) the
completion of the Company's initial business combination, (ii) the redemption of
any of the Company's public shares properly submitted in connection with a
stockholder vote to amend the Company's amended and restated certificate of
incorporation (a) to modify the substance or timing of its obligation to redeem
100% of the Company's public shares if it does not complete its initial business
combination within 12 months (or up to 18 months if the Company extends the
period of time to consummate a business combination by up to six months by
resolution adopted by a majority of the Company's Board of Directors) from the
closing of the IPO or (b) with respect to any other provision relating to
stockholders' rights or pre-initial business combination activity and (iii) the
redemption of 100% of the Company's public shares if it is unable to complete
its initial business combination within 12 months (or up to 18 months if the
Company extends the period of time to consummate a business combination by up to
six months by resolution adopted by a majority of the Company's Board of
Directors) from the closing of the IPO, subject to applicable law.
Copies of the press releases issued by the Company announcing the pricing of the
IPO and the consummation of the IPO are included as Exhibits 99.1 and 99.2,
respectively, to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated May 27, 2021, by and between the Company
and Maxim Group LLC
3.1 Amended and Restated Certificate of Incorporation
4.1 Warrant Agreement, dated May 27, 2021, by and between Continental
Stock Transfer & Trust Company and the Company
10.1 Investment Management Trust Agreement, dated May 27, 2021, by and
between Continental Stock Transfer & Trust Company and the Company
10.2 Registration Rights Agreement, dated May 27, 2021, by and among the
Company and the Sponsor
10.3 Letter Agreement, dated May 27, 2021, by and among the Company, its
officers and directors and the Sponsor
10.4 Private Placement Warrants Purchase Agreement, dated May 27, 2021, by
and between the Company and the Sponsor
10.5 Administrative Support Agreement, dated May 27, 2021, by and between
the Company and the Sponsor
99.1 Press Release Announcing Pricing of IPO
99.2 Press Release Announcing Closing of IPO
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