424B3 1 g083917_424b3.htm 424B3

 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-273186

 

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS  

OF 

OCEANTECH ACQUISITIONS I CORP.

 

PROSPECTUS FOR UP TO 15,019,586 SHARES OF COMMON STOCK  

OF 

OCEANTECH ACQUISITIONS I CORP.

 

The board of directors of OceanTech Acquisitions I Corp., a Delaware corporation (“OTEC”, “Ocean Tech” or the “Company”), has unanimously approved 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”, and together with “OTEC” and “Regentis”, the “Parties”). Pursuant to the Agreement and Plan of Merger, Merger Sub will merge with and into Regentis, with Regentis surviving the merger (the “Business Combination”). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Agreement and Plan of Merger, Regentis will become a wholly-owned subsidiary of OTEC, with the securityholders of Regentis becoming securityholders of OTEC. We refer to the Class A common stock of OTEC (“OTEC Class A Common Stock”), after the Business Combination, as the Post-Closing Company Common Stock (as defined below). Immediately prior to the Effective Time (as defined below) of the Business Combination, all of the issued and outstanding capital stock of Regentis, par value NIS 0.01, will no longer be outstanding and will automatically be cancelled and cease to exist, in exchange for the right for each of Regentis’ shareholders to receive its Pro Rata Share (as defined herein) of the Merger Consideration (as defined herein) and all of the stock options and warrants of Regentis will be cancelled and will, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by OTEC and converted into an option or warrant to purchase shares of OTEC common stock (“OTEC Common Stock”), par value $0.0001, all upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger and in accordance with the applicable provisions of the Israeli Companies Law (as amended, the “Israeli Companies Law” or “ICL”). We expect that approximately 7,746,404 shares of OTEC Common Stock will be issued to the Regentis shareholders as Merger Consideration, with their Pro Rata Share representing a per share value equal to $10.00, and that OTEC will assume existing Regentis warrants and options and issue restricted stock units that may be exercisable for or settle into an aggregate of approximately 1,853,596 shares of OTEC Common Stock. As described in this proxy statement/prospectus, OTEC’s stockholders are being asked to consider a vote upon the Business Combination, among other items described in this proxy statement/prospectus.

 

OTEC’s sponsor, Aspire Acquisition LLC, a Delaware limited liability company (the “Sponsor”) will be entitled to receive from OTEC one share of OTEC Class A Common Stock for each dollar that Sponsor contributes to the Trust Account (as defined below) as part of each Extension Option (as defined below). Sponsor also has a contingent right to receive up to an aggregate maximum of 1,750,000 shares of OTEC Class A Common Stock, subject to adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted (the “Earnout Shares”), as additional consideration from OTEC based on the post-Closing performance of the OTEC Class A Common Stock, as follows: (a) If the volume-weighted average price (“VWAP”) of the OTEC Class A Common Stock equals or exceeds $15.00 per share for 20 out of any 30 consecutive trading days during the period beginning on the Closing Date and ending on the 12-month anniversary of the Closing Date, then OTEC will issue to the Sponsor 750,000 Earnout Shares; (b) If the VWAP of the OTEC Class A Common Stock equals or exceeds $17.50 per share for 20 out of any 30 consecutive trading days during the period beginning the day following the 12-month anniversary of the Closing Date and ending on the 24-month anniversary of the Closing Date, then OTEC will issue to the Sponsor 500,000 Earnout Shares; and (c) If the VWAP of the OTEC Class A Common Stock equals or exceeds $20.00 per share for 20 out of any 30 consecutive Trading Days during the period beginning the day following the 24-month anniversary of the Closing Date and ending on the 36-month anniversary of the Closing Date, then OTEC will issue to the Sponsor 500,000 Earnout Shares.

 

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As soon as practicable after the determination of the date on which the Closing is to take place in accordance with the Agreement and Plan of Merger, each of Regentis and Merger Sub agreed to (and OTEC will cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Companies Registrar”) a notice of the contemplated Business Combination and the proposed date of the Closing, in which notice the Parties will request that the Companies Registrar issue a certificate evidencing the Business Combination has occurred in accordance with Section 323(5) of the ICL (the “Certificate of Merger”) on the date that the Parties will have provided further notice to the Companies Registrar that the Closing has occurred. The Business Combination will become effective upon the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the ICL (the time at which the Merger becomes effective is referred to herein as the “Effective Time”).

 

The Agreement and Plan of Merger permits OTEC and Regentis to enter into and consummate subscription agreements in form and substance mutually acceptable in good faith to OTEC and Regentis (each, a “Subscription Agreement”) among investors (the “PIPE Investors”) and either OTEC or Regentis or both OTEC and Regentis in connection with one or more private placements in OTEC and/or Regentis, to purchase Regentis Ordinary Shares (as defined below) and/or OTEC Class A Common Stock, in each instance, to be consummated immediately prior to the Effective Time subject to the condition that the Closing occurs (a “PIPE Investment”). OTEC shall cause Sponsor to use its reasonable best efforts to raise the PIPE Investment (including causing Sponsor to utilize the shares of OTEC Class B Common Stock and/or the OTEC Private Warrants held by Sponsor) and assist as required and necessary with creative strategies to raise the PIPE Investment, including providing downward price protection to the PIPE Investors in connection with the PIPE Investment.  

 

As of the date of this proxy statement/prospectus, neither OTEC nor Regentis has received any PIPE Investment subscriptions.

 

Proposals to approve the Agreement and Plan of Merger and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of OTEC stockholders scheduled to be held on January 22, 2024 in virtual only format.

 

OTEC is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its securities are listed on the Nasdaq under “OTECU”, “OTEC” and “OTECW”, respectively. After the Business Combination, such shares of OTEC Class A Common Stock and warrants will be listed under the symbols “RGNT” and “RGNTW”. The Units will be separated into their component parts and will cease to exist. While trading on the Nasdaq under the symbols “RGNT” and “RGNTW” are expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that such securities will be listed on the Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 55 for more information.

 

The Company will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

  

The accompanying proxy statement/prospectus provides OTEC stockholders with detailed information about the Business Combination and other matters to be considered at the special meeting of OTEC. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 55 of the accompanying proxy statement/prospectus.

 

NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE ISRAEL SECURITIES AUTHORITY OR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE BUSINESS COMBINATION OR THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

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This proxy statement/prospectus incorporates important business and financial information about the registrant that is not included in or delivered with the document. This information is available without charge to security holders upon written or oral request to proxy@continentalstock.com.   To obtain timely delivery, security holders must request the information no later than five business days before the date they wish to make their investment decision.

  

This proxy statement/prospectus is dated January 2, 2024, and is first being mailed to OTEC stockholders on or about January 2, 2024.

 

If you have any questions or need assistance voting, please contact Laurel Hill Advisory Group, LLC, our proxy solicitor, by calling (855) 414-2266. Questions can also be sent by email to info@laurelhill.com. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information. The notice of the special meeting and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/oceantechspac/2024.  

  

The accompanying proxy statement/prospectus provides stockholders of OTEC with detailed information about the Business Combination and other matters to be considered at the special meeting of OTEC. We encourage you to read the entire accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, when you consider the recommendation of the board of directors of OTEC to vote in favor of the proposals described in this proxy statement/prospectus, you should keep in mind that OTEC’s directors and officers have interests in the Business Combination that are different from, in addition to or may conflict with your interests as a stockholder. For instance, the Sponsor (as defined in the accompanying proxy statement/prospectus), and the officers and directors of OTEC who have invested in Sponsor, will benefit from the completion of an initial business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate. See “Proposal One — The Business Combination Proposal — Interests of OTEC’s Sponsor, Directors and Officers in the Business Combination” for a further discussion. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 55 of the accompanying proxy statement/prospectus.

 

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Notice of Special Meeting of Stockholders

of OceanTech Acquisitions I Corp.

To Be Held on January 22, 2024

 

 

TO THE STOCKHOLDERS OF OCEANTECH ACQUISITIONS I CORP.:

 

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of OceanTech Acquisitions I Corp., a Delaware corporation (“OTEC”), will be held at 10:30 a.m. Eastern Time, on January 22, 2024 (the “special meeting”). The special meeting will be held in a virtual only format. You are cordially invited to attend and participate in the special meeting online by visiting https://www.cstproxy.com/oceantechspac/2024  . The special meeting will be held for the following purposes:

  

  1.

Proposal One — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, a copy of which is attached to this proxy statement/prospectus as Annex A and the transactions contemplated therein, including the Business Combination whereby 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”), will merge with and into Regentis Biomaterials Ltd., a company organized under the laws of Israel (“Regentis”), with Regentis surviving the merger as a wholly-owned subsidiary of OTEC (the “Business Combination Proposal”), and approve the transactions contemplated thereby, subject to the terms and conditions set forth in the Agreement and Plan of Merger, among other matters:

 

(a)   Changes to OTEC Common Stock – the outstanding shares of Class A common stock, par value $0.0001 per share, of OTEC (“OTEC Class A Common Stock”), including any shares of Class B common stock, par value $0.0001 per share, of OTEC (“OTEC Class B Common Stock”, and together with the OTEC Class A Common Stock, the “OTEC Common Stock”) that are converted into OTEC Class A Common Stock in accordance with OTEC’s amended and restated certificate of incorporation (the “Restated OTEC Charter”), will be redesignated as common stock, par value $0.0001 per share, of Regentis Biomaterials Corp. (which will be the new name of the Post-Closing Company, as described below) (referred to herein as “Post-Closing Company Common Stock”); and

 

(b)   Changes to Regentis Shares – upon consummation of the Business Combination, (i) all of the issued and outstanding capital stock of Regentis, par value NIS 0.01, immediately prior to the Effective Time will no longer be outstanding and will automatically be cancelled and cease to exist in exchange for the right for each of Regentis’ shareholders to receive its Pro Rata Share of the Merger Consideration, and (ii) all of the stock options of Regentis will be cancelled and will, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by OTEC and converted into an option to purchase shares of OTEC Common Stock, par value $0.0001, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of Regentis ordinary shares into the Merger Consideration, as provided in the Merger Agreement and as more particularly described in the notice that follows this page and elsewhere in this proxy statement/prospectus.

 

  2. Proposal Two — The Nasdaq Proposal — to consider and vote on a proposal to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the issued and outstanding OTEC Common Stock in connection with the Business Combination, including the issuance of the Merger Consideration, the Converted Options from the Regentis Equity Plan, shares for the Sponsor’s contribution to the Trust Account as part of each Extension Option, the Earnout Shares and the shares in the PIPE Investment, and the resulting change in control in connection with the Business Combination (the “Nasdaq Proposal”).

 

  3.

Proposal Three — The Restated OTEC Charter Proposal — to consider and vote upon a proposal to amend, immediately following and in connection with the closing of the Business Combination, as follows:

 

(a)   Name Change – to provide that the name of OTEC shall be changed post-Business Combination from “OceanTech Acquisitions I Corp.” to “Regentis Biomaterials Corp.”;

 

(b)   Amendment of Blank Check Provisions — to remove and change certain provisions in the Existing OTEC Charter related to OTEC’s status as a special purpose acquisition company and blank check company, and to make the Post-Closing Company’s corporate existence perpetual upon consummation of the Business Combination;

 

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(c)   Changes to Authorized Capital Stock – to increase the total number of authorized shares of all classes of capital stock of OTEC from 111,000,000 shares consisting of (i) 100,000,000 shares of OTEC Class A Common Stock, (ii) 10,000,000 shares of OTEC Class B Common Stock and (iii) 1,000,000 shares of preferred stock, to 111,000,000 shares of the Post-Closing Company capital stock, consisting of (a) 110,000,000 shares of Post-Closing Company Common Stock and (b) 1,000,000 shares of preferred stock of the Post-Closing Company; and

 

(d)   Amendment and Restatement of the Existing OTEC Charter — conditioned upon the approval of (A) and (B), to approve and adopt the amendment and restatement of OTEC’s existing certificate of incorporation dated as of May 27, 2021, as amended on December 1, 2022 by that certain First Amendment to the Amended and Restated Certificate of Incorporation, as further amended on May 30, 2023 by that certain Second Amendment to the Amended and Restated Certificate of Incorporation, and as further amended on September 5, 2023 by that certain Amendment to the Amended and Restated Certificate of Incorporation and as may be further amended (collectively, the “Existing OTEC Charter”), to such proposed form set forth as Annex D hereto as the Restated OTEC Charter, which includes the approval of all other changes in the Restated OTEC Charter in connection with replacing the Existing OTEC Charter as of the Effective Time (collectively, the “Restated OTEC Charter Proposal”).

     
  4.

Proposal Four The Governance Proposals – to consider and vote upon, on a non-binding advisory basis, the following material differences between the Restated OTEC Charter and the Existing OTEC Charter as separate proposals in accordance with United States Securities and Exchange Commission (the “SEC”) requirements (collectively, the “Governance Proposals”):

 

(a)   Changes to Authorized Capital Stock – to increase the total number of authorized shares of all classes of capital stock of OTEC from 111,000,000 shares consisting of (i) 100,000,000 shares of OTEC Class A Common Stock, (ii) 10,000,000 shares of OTEC Class B Common Stock and (iii) 1,000,000 shares of preferred stock, to 111,000,000 shares of the Post-Closing Company capital stock, consisting of (a) 110,000,000 shares of Post-Closing Company Common Stock and (b) 1,000,000 shares of preferred stock of the Post-Closing Company;

 

(b)  Increased Vote Required for Removal of Directors for Cause –to increase the vote required to remove directors of the Post-Closing Company for cause from a majority of the voting power to 66 2⁄3% of the voting power;

 

(c)   Name Change – to change the name of OTEC from “OceanTech Acquisitions I Corp.” to “Regentis Biomaterials Corp.”; and

 

(d)   Removal of Blank Check Company Provisions – to eliminate various provisions applicable only to blank check companies, including business combination requirements.

 

  5.

Proposal Five — The Equity Incentive Plan Proposal — to approve and adopt the current Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C (the “Equity Incentive Plan Proposal”).

 

  6.

Proposal Six — The Election of Directors Proposal — to consider and vote to elect, effective at Closing, seven directors to serve staggered terms on the Post-Closing Company board of directors until the first, second and third annual meetings of stockholders following the Closing, as applicable, and until their respective successors are duly elected and qualified (the “Election of Directors Proposal”).

 

  7. Proposal Seven — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination (the “Adjournment Proposal”).

 

We also will transact any other business as may properly come before the special meeting or any adjournment or postponement thereof.

 

The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the special meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

 

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Only holders of record of shares of OTEC common stock, par value $0.0001 per share (“OTEC Common Stock”), at the close of business on December 29, 2023 (the “Record Date”) are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

 

Approval of the Restated OTEC Charter Proposal and Proposal Three will require the affirmative vote of holders of a majority of the shares of OTEC Class A Common Stock outstanding on the Record Date. All other proposals only require the affirmative vote of a majority of the outstanding shares of OTEC common stock voting together as a single class. Abstentions will have the effect of votes against such proposal. Brokers are not entitled to vote shares on any proposal absent voting instructions from the beneficial owner of those shares and, consequently, broker non-votes will have the effect of votes against each proposal. Pursuant to the Sponsor Support Agreement, the Sponsor Parties (as defined therein) agreed to vote, or cause to be voted, all of their OTEC securities, including the OTEC Class B Common Stock and Founder Shares, in person or by proxy (or duly and promptly execute and deliver, or cause to be delivered, an action by written consent) in favor of all of the Proposals at the OTEC Special Meeting and any meeting of the stockholders of OTEC. See section entitled “Sponsor Support Agreement.”

 

After careful consideration, OTEC’s board of directors has determined that each of the proposals listed is fair to and in the best interests of OTEC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of OTEC’s board of directors, you should keep in mind that OTEC’s directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a stockholder of OTEC. See the section entitled “Proposal One — The Business Combination Proposal — Interests of OTEC’s Sponsor, Directors and Officers in the Business Combination.”

 

The Closing of the Business Combination is conditioned on, among others, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Restated OTEC Charter Proposal, the Equity Incentive Plan Proposal and the Election of Directors Proposal (collectively, the “Condition Precedent Proposals”) at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Conditions Precedent Proposal. The Governance Proposals and Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

 

All OTEC stockholders are cordially invited to attend the special meeting, which will be held virtually over the Internet at https://www.cstproxy.com/oceantechspac/2024  . To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of OTEC Common Stock on the Record Date, you may also cast your vote at the special meeting. If your OTEC Common Stock is held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting, obtain a proxy from your broker or bank.

 

A complete list of OTEC stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of OTEC for inspection by stockholders during business hours for any purpose germane to the special meeting.

 

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting virtually or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted and counted.

 

If you have any questions or need assistance voting your OTEC Common Stock, please contact Laurel Hill Advisory Group, LLC by calling (855) 414-2266. Questions can also be sent by email to info@laurelhill.com. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/oceantechspac/2024  .

  

Thank you for your participation. We look forward to your continued support.

 

  By Order of the Board of Directors
 

/s/ Surendra Ajjarapu

Chief Executive Officer and Director

 

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January 2, 2024

 

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

 

ALL HOLDERS (THE “PUBLIC STOCKHOLDERS”) OF SHARES OF OTEC COMMON STOCK ISSUED IN OTEC’S INITIAL PUBLIC OFFERING (THE “PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH.

 

THIS MEANS THAT ANY PUBLIC STOCKHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

 

TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR STOCK TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, OTEC’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE SPECIAL MEETING.

 

YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF OTEC STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

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TABLE OF CONTENTS

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS 9
INDUSTRY AND MARKET DATA 9
TRADEMARKS, TRADE NAMES AND SERVICE MARKS 10
SELECTED DEFINITIONS 10
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING 15
SUMMARY 36
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 54
RISK FACTORS 55
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA 114
SPECIAL MEETING OF OTEC STOCKHOLDERS 117
PROPOSAL ONE — THE BUSINESS COMBINATION PROPOSAL 128
PROPOSAL two — THE NASDAQ PROPOSAL 154
PROPOSAL THREE — The RESTATED OTEC Charter Proposal 156
PROPOSAL FOUR — THE GOVERNANCE PROPOSALS 160
PROPOSAL FIVE — THE EQUITY INCENTIVE PLAN PROPOSAL 161
PROPOSAL SIX — THE ELECTION OF DIRECTORS PROPOSAL 167
PROPOSAL SEVEN — THE ADJOURNMENT PROPOSAL 168
THE AGREEMENT AND PLAN OF MERGER 169
AGREEMENTS ENTERED INTO IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER 179
INFORMATION ABOUT THE COMPANIES 183
OTEC’S BUSINESS 185
REGENTIS’ BUSINESS 199
OTEC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 220
REGENTIS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 227
REGENTIS EXECUTIVE COMPENSATION 234
REGENTIS DIRECTOR COMPENSATION 236
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 237
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET 242
UNAUDITED COMBINED STATEMENT OF OPERATIONS 243
MANAGEMENT FOLLOWING THE BUSINESS COMBINATION 248
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 261
MATERIAL ISRAELI TAX CONSIDERATIONS 266
DESCRIPTION OF OTEC SECURITIES 269
DESCRIPTION OF SECURITIES AFTER THE BUSINESS COMBINATION 270
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 279
SUBMISSION OF STOCKHOLDER PROPOSALS 280
FUTURE STOCKHOLDER PROPOSALS AND NOMINATIONS 280
appraISAL RIGHTS 280
STOCKHOLDER COMMUNICATIONS 280
LEGAL MATTERS 280
EXPERTS 280
DELIVERY OF DOCUMENTS TO STOCKHOLDERS 281
TRANSFER AGENT AND REGISTRAR 281
WHERE YOU CAN FIND MORE INFORMATION 281
INDEX TO FINANCIAL STATEMENTS F-1
ANNEX A – AGREEMENT AND PLAN OF MERGER A-1
ANNEX B – FAIRNESS OPINION B-1
ANNEX C – EQUITY INCENTIVE PLAN C-1
ANNEX D – RESTATED OTEC CHARTER D-1
ANNEX E – POST-CLOSING COMPANY BYLAWS E-1

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

This proxy statement/prospectus, which forms a part of a registration statement on Form S-4 filed with the Securities and Exchange Commission, or SEC, by OTEC, constitutes a prospectus of OTEC under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the OTEC Common Stock to be issued to Regentis shareholders in connection with the Business Combination.

 

This document also constitutes a proxy statement of OTEC under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the special meeting of OTEC stockholders to consider and vote upon the proposals to adopt the Agreement and Plan of Merger, to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Proposal, the Nasdaq Proposal, the Restated OTEC Charter Proposal, the Governance Proposals, the Equity Incentive Plan Proposal and the Election of Directors Proposal.

 

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “Regentis” refer to Regentis Biomaterials Ltd. All references in this proxy statement/prospectus to “OTEC” or the “Company” refer to OceanTech Acquisitions I Corp., together with its subsidiaries. All references in this proxy statement/prospectus to “Merger Sub” refer to R.B. Merger Sub Ltd.

 

Statements made in this proxy statement/prospectus concerning the contents of any contract, agreement or other document are only summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms. Complete copies of the Agreement and Plan of Merger and the Ancillary Documents listed in items A through I of the definition of Ancillary Documents are set forth in Annex A to this proxy statement/prospectus. The summaries set forth herein are qualified in their entireties by reference to the complete agreements, and we urge you to read the complete agreements set forth in Annex A. Other documents summarized in this proxy statement/prospectus are filed as exhibits to the Registration Statement of which this proxy statement/prospectus forms a part or to the reports and registration statements filed by OTEC with the SEC and are available at the SEC’s web site at www.sec.gov, and the summaries thereof set forth herein are qualified in their entireties by reference to the complete agreements, and we urge you to read the complete agreements.

 

INDUSTRY AND MARKET DATA 

 

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning OTEC’s industry and the regions in which it operates, including OTEC’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent consultant reports, independent publicly available sources and other industry publications, surveys and forecasts, and OTEC’s internal data and estimates. OTEC has not independently verified the accuracy or completeness of any third-party information. Similarly, internal data and estimates, industry surveys, forecasts and market research, which OTEC believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified.

 

Although OTEC believes that these third-party sources are generally reliable, neither OTEC nor Regentis nor any of their affiliates or representatives guarantees the accuracy or completeness of this information, neither OTEC nor Regentis nor any of their affiliates or representatives have independently verified this information and such information is inherently imprecise. Some market data and statistical information are also based on Regentis’ good faith estimates, which are derived from Regentis’ management’s knowledge of its industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this proxy statement/prospectus, are based on estimates of Regentis’ management. These estimates have been derived from Regentis’ management’s knowledge and experience in the markets in which it operates, as well as information obtained from surveys, reports by market research firms, Regentis’ customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which Regentis operates and have not been verified by independent sources. The assumptions and estimates of OTEC’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, and such estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors” and elsewhere in this proxy statement/prospectus.

 

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

 

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

SELECTED DEFINITIONS

 

Ancillary Documents means, collectively:
   
  A. the Restated OTEC Charter;
  B. the Sponsor Support Agreement;
  C. the Lock-up Agreement;
  D. the Voting Agreement;
  E. the Insider Letter Amendment;
  F. the Registration Rights Agreement;
  G. the Equity Incentive Plan; and
  H. each other agreement, document, instrument and/or certificate contemplated by the Agreement and Plan of Merger executed or to be executed in connection with the transactions contemplated thereby.

  

Available Closing OTEC Cash means, without duplication, an amount equal to (a) all amounts in the Trust Account (after deducting the aggregate amount of payments required to be made in connection with the Redemption (as defined in the Agreement and Plan of Merger) and payment of the Regentis Transaction Expenses and OTEC Transaction Expenses) or OTEC’s operating account immediately prior to the Closing, plus (b) the aggregate amount of cash of OTEC on hand immediately prior to the Closing plus (c) the net amount of any PIPE Investment received by OTEC or Regentis on or prior to the Closing.
   
Closing

means the consummation of the Business Combination.

 

Closing Cash Condition means the condition to the obligation of Regentis (unless waived by them pursuant to the Agreement and Plan of Merger) to consummation the Business Combination, that the Available Closing OTEC Cash shall be equal to or greater than an aggregate amount equal to $6,000,000.
   
Closing Date means the date and time at which the Closing is actually held.
   
DGCL means the Delaware General Corporation Law, as amended.

  

Equity Award Exchange Ratio means the quotient obtained by dividing (a) the per share Merger Consideration by (b) the fair market value per share of OTEC Common Stock as of day immediately before (and excluding) the Closing Date.

 

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Exchange Act

means the Securities Exchange Act of 1934, as amended.

 

Exchange Agent means Continental Stock Transfer & Trust Company, or another agent reasonably acceptable to Regentis.
   
Extension Meeting 1 means the OTEC Special Meeting of Stockholders, at which stockholders voted upon, among other items, an extension proposal, approving the Amendment to the Amended and Restated Certificate of Incorporation to extend the date by which OTEC must consummate a business combination from December 2, 2022 to June 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended), and the amendment to the Trust Agreement to correspondingly extend the Business Combination Deadline and update certain defined terms.
   
Extension Meeting 2 means the OTEC Special Meeting of Stockholders, at which stockholders voted upon, among other items, an extension proposal, approving the Second Amendment to the Amended and Restated Certificate of Incorporation to extend the date by which OTEC must consummate a business combination from June 2, 2023 to June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended), and the amendment to the Trust Agreement to correspondingly extend the Business Combination Deadline and update certain defined terms.
   
Extension Payment 1 means the $125,000 deposit by the Sponsor or its designees into the Trust Account, representing $0.067 per public share, prior to the commencement of each extension period in connection with the Extension Meeting 1, enabling OTEC to further extend the period of time it has to consummate its initial business combination or merger by one month for up to six extensions, as permitted under the Existing OTEC Charter.
   
Extension Payment 2 means the $30,000 deposit by the Sponsor or its designees (pursuant to non-interest bearing, unsecured loan to OTEC in the aggregate of $360,000 for such payment and OTEC agreed to, at Sponsor’s option, repay the unsecured loan in cash or issue such lender up to an additional 36,000 shares of OTEC common stock, depending on the aggregate total of the unsecured loan) into the Trust Account, representing $0.037 per public share, prior to the commencement of each extension period in connection with the Extension Meeting 2, enabling OTEC to further extend the period of time it has to consummate its initial business combination or merger by one month for up to twelve extensions, as permitted under the Existing OTEC Charter.
   
Extension Redemption 1 means the redemption of 8,477,497 shares of OTEC Common Stock for a pro rata portion of the funds in the Trust Account, resulting in approximately $87,541,322 ( $10.32 per share) being removed from the Trust Account to pay such holders in connection with the Extension Meeting 1.
   
Extension Redemption 2 means the redemption of 1,035,788 shares of OTEC Common Stock for a pro rata portion of the funds in the Trust Account, resulting in $11,233,821 ($10.84 per share) being removed from the Trust Account to pay such holders in connection with the Extension Meeting 2.
   
Founder Shares

means the 2,581,500 shares of OTEC Class B Common Stock, par value $0.0001 per share, held by the Sponsor, which were acquired by the Initial Sponsor for an aggregate purchase price of $25,000 prior to the OTEC IPO and which will automatically convert into shares of OTEC Class A Common Stock upon the consummation of the Business Combination on a one-for-one basis.

 

GAAP

means accounting principles generally accepted in the United States of America.

 

IIA means the Israel Innovation Authority.
   
IIA Notice means the written notice to the IIA regarding the change in ownership of Regentis effected as a result of the Business Combination required to be submitted to the IIA in connection with the Merger in accordance with the Innovation Law.
   
IIA Undertaking

means the written undertaking in customary form to be bound by and to comply with the provisions of the Innovation Law that OTEC is required to execute and deliver to the IIA in connection with the Merger.

 

Innovation Law means the Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law, 1984 (formerly known as the Israeli Encouragement of Research and Development in Industry Law, 1984), and all rules and regulations thereunder.
   
Initial Sponsor means OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company.

 

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Israeli Securities Law

means the Israeli Securities Law, 5728-1968, as amended.

   
ITA means the Israeli Tax Authority.
   
Israeli Companies Law” or “ICL means the Israeli Companies Law, 5759-1999, as amended.
   
Maxim means Maxim Group LLC, the underwriter of the OTEC IPO and the financial advisor to Regentis.
   
Merger Consideration means the merger consideration that the Regentis shareholders collectively will be entitled to receive from OTEC, in the aggregate, a number of shares of OTEC Common Stock with an aggregate value equal to $96,000,000, with each such share valued at $10.00 per share.
   
OTEC IPO means the initial public offering of OTEC, which was consummated on June 2, 2021.
   
OTEC Transaction Expenses mean, as of any determination time, the aggregate amount of all (i) out-of-pocket fees, commissions, costs, finder’s fees, expenses and other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, OTEC in connection with the negotiation, preparation or execution of the Agreement and Plan of Merger or the other Ancillary Documents, the consummation of the Transactions or the consummation of the OTEC IPO, including (a) any deferred underwriting fees, (b) the fees and expenses of outside legal counsel, accountants, brokers, investment bankers, consultants, or other agents or service providers of OTEC, (c) any and all filing fees due and payable to any governmental authorities in connection with the Transactions, including the SEC, antitrust laws and other regulatory filing fees and (d) any expenses expressly allocated to OTEC pursuant to the Agreement and Plan of Merger or any other Ancillary Document, including expenses incurred in connection with printing, mailing, and soliciting proxies with respect to this proxy statement/prospectus(including the cost of all copies thereof and any amendments thereof or supplements thereto) and incurred in connection with any filings with or approvals from Nasdaq and (ii) liabilities of OTEC that are due and payable by OTEC as of such determination time.
   
OTEC Transaction Expenses Cap means an aggregate amount equal to $5,000,000.
   
PCAOB means the Public Company Accounting Oversight Board. 
   
Post-Closing Company means the surviving company after the Business Combination.
   
Private Placement Warrants

means the 4,571,000 warrants OTEC sold in a private placement in connection with the OTEC IPO, of which 3,871,000 were purchased by the Initial Sponsor and 700,000 were purchased by Maxim. The Private Placement Warrants held by the Initial Sponsor were acquired by the Sponsor on March 13, 2023.

 

Pro Rata Share means with respect to each Regentis’ shareholder, a fraction expressed as a percentage equal to (i) the portion of the Merger Consideration payable by OTEC to such Regentis’ shareholder in accordance with the terms of the Agreement and Plan of Merger, divided by (ii) the total Merger Consideration payable by OTEC to all Regentis’ shareholders in accordance with the terms of the Agreement and Plan of Merger.

 

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Regentis Equity Award means, as of any determination time, each Regentis option and each other award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of Regentis or its subsidiaries of rights of any kind to receive any equity security of Regentis or its subsidiaries under any Regentis Equity Plan or otherwise that is outstanding.
   
Regentis Equity Plan means, collectively, the 2009 Plan (as defined herein), the Equity Incentive Plan attached as Annex C, and each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of Regentis or its subsidiaries of rights of any kind to receive a Regentis Equity Award or benefits measured in whole or in part by reference to equity securities of Regentis or its subsidiaries.
   
Regentis Option means, as of any determination time, each option to purchase Regentis Ordinary Shares that is outstanding and unexercised and granted under the Regentis Equity Plan.
   
Regentis Transaction Expenses means, as of any determination time, the aggregate amount of (a) all out-of-pocket fees, commissions, costs, finder’s fees, expenses and other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, Regentis in connection with the negotiation, preparation or execution of the Agreement and Plan of Merger or any other Ancillary Documents or the consummation of the Transactions, (b) the fees and expenses of outside legal counsel, accountants, brokers, investment bankers, consultants, or other agents or service providers of Regentis and (c) any other fees, filing fees, expenses, commissions or other amounts that are expressly allocated to Regentis pursuant to the Agreement and Plan of Merger or any other Ancillary Documents, plus any Israeli value added tax associated with any of the foregoing fees, costs and expenses set forth in subsections (a) through (c), above.
   
Regentis Transaction Expenses Cap means an aggregate amount equal to $2,000,000.
   

Securities Act

 

means the Securities Act of 1933, as amended.

 

Sponsor means OTEC’s sponsor, Aspire Acquisition LLC, a Delaware limited liability company.
   
Total Deal Value means approximately $96 million.
   
Transactions

means the transactions contemplated by the Agreement and Plan of Merger and the Ancillary Documents.

 

Transmittal Documents mean (i) the certificate(s) representing shares of Regentis (or a lost certificate affidavit), together with a properly completed and duly executed letter of transmittal and (ii) such other documents as may be reasonably requested by the Exchange Agent or OTEC.  
   
Trust Account

means OTEC’s U.S.-based Trust Account, maintained by J.P. Morgan Chase Bank, N.A., acting as trustee, pursuant to the Trust Agreement.

 

Trust Agreement

means the Investment Management Trust Agreement dated May 27, 2021, between OTEC and Continental Stock Transfer & Trust Company, a New York corporation, as amended by that certain Amendment No. 1 to the Investment Management Trust Agreement dated November 30, 2022 and as amended by that certain Amendment No. 2 to the Investment Management Trust Agreement dated May 30, 2023.

 

 

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Units

means the 10,000,000 units sold as part of the OTEC IPO and the 326,000 units sold to the underwriter following the exercise of its over-allotment option, each consisting of one share of OTEC Class A Common Stock and one redeemable OTEC warrant.

 

Warrant Agreement means the Warrant Agreement, dated as of May 27, 2021, as amended, by and between OTEC and Continental Stock Transfer & Trust Company as warrant agent.
   
Working Capital Loan means any loan made to OTEC by any of Sponsor, an Affiliate of Sponsor, or any of OTEC’s officers or directors, for the purposes of financing costs incurred in connection with a Business Combination (as such term is defined in Article II of OTEC’s Certificate of Incorporation).
   
103K Tax Ruling means a tax ruling confirming the Business Combination under the Agreement and Plan of Merger, for Israeli tax purposes, as a tax free merger pursuant to Section 103(K) of the Ordinance, subject to statutory or customary conditions regularly associated with such a ruling to be included within the ruling.

 

 

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE SPECIAL MEETING

 

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to OTEC stockholders. OTEC stockholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the special meeting.

 

Q: Why am I receiving this proxy statement/prospectus?

 

A: OTEC, Merger Sub and Regentis have agreed to a Business Combination under the terms of the Agreement and Plan of Merger that is described in this proxy statement/prospectus. A copy of the Agreement and Plan of Merger is attached to this proxy statement/prospectus as Annex A and OTEC encourages its stockholders to read it in its entirety. OTEC’s stockholders are being asked to consider and vote upon a proposal to approve the Agreement and Plan of Merger, which, among other things, provides for Merger Sub to be merged with and into Regentis with Regentis surviving the Business Combination as a wholly-owned subsidiary of OTEC, and the other Transactions contemplated by the Agreement and Plan of Merger. See “Proposal One — The Business Combination Proposal.”

 

Q: What are the matters being presented to stockholders at the meeting?

 

A: The stockholders of OTEC will vote on the following proposals:

 

 

to adopt and approve an Agreement and Plan of Merger, a copy of which is attached to the accompanying proxy statement as Annex A, by and among OTEC, Regentis and Merger Sub, pursuant to which at the closing of the transactions contemplated by the Agreement and Plan of Merger (the “Closing”), Merger Sub will merge with and into Regentis, with Regentis continuing as the surviving company and a wholly-owned subsidiary of OTEC, and approve the transactions contemplated thereby, subject to the terms and conditions (unless waived) set forth in the Agreement and Plan of Merger, among other matters:

 

(a)   Changes to OTEC Common Stock – the outstanding shares of OTEC Class A Common Stock, including any shares of OTEC Class B Common Stock that are converted into OTEC Class A Common Stock in accordance with the Restated OTEC Charter, will be redesignated as Post-Closing Company Common Stock, par value $0.0001 per share; and

 

(b)   Changes to Regentis’ Shares – upon consummation of the Business Combination, (i) all of the issued and outstanding capital stock of Regentis, par value NIS 0.01, immediately prior to the Effective Time will no longer be outstanding and will automatically be cancelled and cease to exist in exchange for the right for each of Regentis’ shareholders to receive its Pro Rata Share of the Merger Consideration, and (ii) all of the stock options of Regentis will be cancelled and will, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by OTEC and converted into an option to purchase shares of OTEC Common Stock, par value $0.0001, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of Regentis ordinary shares into the Merger Consideration, as provided in the Merger Agreement and as more particularly described in the notice that follows this page and elsewhere in this proxy statement/prospectus.

 

See the section of this proxy statement/prospectus titled “Business Combination Proposal.” 

 

  

  to consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of OTEC’s issued and outstanding Common Stock in connection with the Business Combination, including the issuance of the Merger Consideration, the Converted Options from the Regentis Equity Plan, shares for the Sponsor’s contribution to the Trust Account as part of each Extension Option, the Earnout Shares and shares in the PIPE Investment, and the resulting change in control in connection with the Business Combination. See the section of this proxy statement/prospectus titled “Nasdaq Proposal.  

 

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to consider and vote upon a proposal to amend and restate, immediately following and in connection with the Closing of the Business Combination, the Existing OTEC Charter by adopting the amended and restated certificate of incorporation attached hereto as Annex D, as follows:

 

(a)   Name Change – to provide that the name of OTEC shall be changed post-Business Combination from “OceanTech Acquisitions I Corp.” to “Regentis Biomaterials Corp.”;

 

(b)   Amendment of Blank Check Provisions — to remove and change certain provisions in the Existing OTEC Charter related to OTEC’s status as a special purpose acquisition company and blank check company, and to make the Post-Closing Company’s corporate existence perpetual upon consummation of the Business Combination;

 

(c)   Changes to Authorized Capital Stock – to increase the total number of authorized shares of all classes of capital stock of OTEC from 111,000,000 shares consisting of (i) 100,000,000 shares of OTEC Class A Common Stock, (ii) 10,000,000 shares of OTEC Class B Common Stock and (iii) 1,000,000 shares of preferred stock, to 111,000,000 shares of the Post-Closing Company capital stock, consisting of (a) 110,000,000 shares of Post-Closing Company Common Stock and (b) 1,000,000 shares of preferred stock of the Post-Closing Company; and

 

(d)   Amendment and Restatement of the Existing OTEC Charter — conditioned upon the approval of (A) and (B), to approve and adopt the amendment and restatement of the Existing OTEC Charter, to such proposed form set forth as Annex D hereto as the Restated OTEC Charter, which includes the approval of all other changes in the Restated OTEC Charter in connection with replacing the Existing OTEC Charter as of the Effective Time.

 

See the section of this proxy statement/prospectus titled “Restated OTEC Charter Proposal.

 
       
  to consider and vote upon, on a non-binding advisory basis, the material differences between the Restated OTEC Charter and the Existing OTEC Charter as separate proposals in accordance with SEC requirements. See the section of this proxy statement/prospectus titled “Governance Proposals.”
     
  to approve and adopt the current Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C. See the section of this proxy statement/prospectus titled “Equity Incentive Plan Proposal.”  
       
 

to consider and vote to elect, effective at Closing, seven directors to serve staggered terms on the Post-Closing Company board of directors until the first, second and third annual meetings of stockholders following the Closing, as applicable, and until their respective successors are duly elected and qualified. See the section of this proxy statement/prospectus titled the “Election of Directors Proposal.”

 
       
  to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination for any reason, including without limitation, to permit further solicitation and vote of proxies if it is determined by OTEC that more time is necessary or appropriate to approve one or more proposals at the Special Meeting. See the section of this proxy statement/prospectus titled “Adjournment Proposal.”  

 

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OTEC will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

 

Approval of the Restated OTEC Charter Proposal and Proposal Three will require the affirmative vote of holders of a majority of the shares of OTEC Class A Common Stock outstanding on the Record Date. All other proposals only require the affirmative vote of a majority of the outstanding shares of OTEC common stock voting together as a single class. Abstentions will have the effect of votes against such proposal. Brokers are not entitled to vote shares on any proposal absent voting instructions from the beneficial owner of those shares and, consequently, broker non-votes will have the effect of votes against each proposal. Pursuant to the Sponsor Support Agreement, the Sponsor Parties (as defined therein) agreed to vote, or cause to be voted, all of their OTEC securities, including the OTEC Class B Common Stock and Founder Shares, in person or by proxy (or duly and promptly execute and deliver, or cause to be delivered, an action by written consent) in favor of all the proposals at the OTEC Special Meeting and any meeting of the stockholders of OTEC. See section entitled “Sponsor Support Agreement.”

 

The vote of stockholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

 

Q: Why is OTEC providing stockholders with the opportunity to vote on the Business Combination?

 

A: The Delaware General Corporation Law and Nasdaq rules applicable to OTEC require OTEC to obtain the approval of its stockholders for transactions such as the Business Combination. Also, pursuant to the Existing OTEC Charter, OTEC is required to provide stockholders with an opportunity to have their public shares redeemed for cash, either through a stockholder meeting or tender offer. Due to the structure of the Transactions, OTEC is providing this opportunity through a stockholder vote.

  

Q: What will happen upon consummation of the Business Combination?

 

A: Upon consummation of the Business Combination, all of the issued and outstanding capital stock of Regentis, par value NIS 0.01, will no longer be outstanding and will automatically be cancelled and cease to exist in exchange for the right for each of Regentis’ shareholders to receive its Pro Rata Share of the Merger Consideration, and all of the stock options of Regentis will be cancelled and will, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by OTEC and converted into an option to purchase shares of OTEC Common Stock, par value $0.0001. Following consummation of the Business Combination, OTEC Class A Common Stock and OTEC warrants will be publicly traded on the Nasdaq under the proposed symbols “RGNT” and “RGNTW”, respectively, to be effective upon the consummation of the Business Combination. The Units will be separated into their component parts and will cease to exist. While trading on the Nasdaq is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that such securities will be listed on the Nasdaq (if that requirement is waived by the parties to the Agreement and Plan of Merger) or that a viable and active trading market will develop. See “Risk Factors — Risks Related to the Post-Closing Company Following the Business Combination” for more information.

 

Q: Why is OTEC proposing the Business Combination?

 

A: OTEC was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

 

On June 2, 2021, OTEC consummated the OTEC IPO of Units, with each Unit consisting of one share of its OTEC Class A Common Stock and one OTEC warrant, raising total gross proceeds of approximately $100,000,000. Simultaneously with the closing of the OTEC IPO, OTEC consummated the sale of 4,571,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement to its Initial Sponsor and Maxim, generating gross proceeds of $4,571,000. Approximately $101.0 million of the net proceeds of the OTEC IPO and sale of Private Placement Warrants in the aggregate, were placed in the Trust Account established for the benefit of OTEC’s public stockholders. On June 17, 2021, Maxim partially exercised the over-allotment option and purchased an addition 326,000 Units and OTEC simultaneously consummated a private sale of an additional 97,800 Private Placement Warrants, as a result of which an additional $3,292,600 of the net proceeds was deposited in the Trust Account.

 

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On November 29, 2022, OTEC held the Extension Meeting 1, at which stockholders voted upon, among other items, an extension proposal, approving the Amendment to the Amended and Restated Certificate of Incorporation to extend the date by which OTEC must consummate the initial business combination or merger from December 2, 2022 to June 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended), and the amendment to the Trust Agreement to correspondingly extend the Business Combination Deadline and update certain defined terms. In connection with such Extension Meeting 1, stockholders redeemed 8,477,497 shares of OTEC Common Stock for a pro rata portion of the funds in the Trust Account, resulting in approximately $87,541,322 ($10.32 per share) being removed from the Trust Account to pay such holders. On December 1, 2022, OTEC issued a press release announcing the extension, and filed a Current Report on Form 8-K with the SEC.

 

Following such Extension Redemption 1, OTEC had approximately $20 million left in its Trust Account. In no event will OTEC redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Agreement and Plan of Merger. Following the Extension Redemption 1, OTEC’s remaining shares of OTEC Class A Common Stock outstanding were 1,848,503.

 

On March 13, 2023, Sponsor, OTEC, and Initial Sponsor entered into a Purchase Agreement (the “PSA”). Pursuant to the PSA, (A) Sponsor agreed to purchase 2,581,500 shares of OTEC Class B Common Stock, par value $0.0001 per share, and 5,869,880 Private Placement Warrants to acquire one share of OTEC Class A Common Stock, par value $0.0001 per share, for an aggregate purchase price of $1.00 (collectively, the “SPAC Securities”), payable at the time OTEC effects a merger, share exchange, asset acquisition, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or business combination. Initial Sponsor transferred, delivered, and assigned the SPAC Securities to Sponsor, free and clear of all liens and encumbrances; and (B) OTEC recorded such transfer. Pursuant to the PSA, upon the closing of the Business Combination: (i) Sponsor will pay Initial Sponsor $1 (one dollar); (ii) Sponsor will convey 250,000 shares of OTEC Class B Common Stock (the “Closing Shares”) to the equity holders of Initial Sponsor as of March 13, 2023 (the “Initial Sponsor Equity Holders”) pro rata based on the Initial Sponsor Equity Holders’ underlying interest in shares of OTEC Class B Common Stock as of March 13, 2023 (such Closing Shares shall not be subject in any respect to any forfeiture, earnout, clawback, reduction or similar restrictive provision); (iii) Sponsor will convey 250,000 Private Placement Warrants to the Initial Sponsor Equity Holders pro rata based on the Initial Sponsor Equity Holders’ underlying interest in Private Placement Warrants as of March 13, 2023 (such Private Placement Warrants shall not be subject in any respect to any forfeiture, earnout, clawback, reduction or similar restrictive provision); and (iv) Sponsor paid the former Chief Financial Officer of OTEC, Charles Baumgartner, $5,000 (five-thousand dollars) directly per month during the transition period. Sponsor assumed the obligations to cause OTEC to make all of its public company reporting requirements, and all other obligations of Initial Sponsor related to OTEC. To the extent OTEC’s duration is extended for more than two years from the date of the prospectus dated May 27, 2021 for the OTEC IPO, Sponsor agreed to purchase an extension of directors’ and officers’ insurance substantially equivalent to such existing insurance for the duration of OTEC, which insurance coverage terms and insurance provider shall be substantially comparable to the directors’ and officers’ insurance policy currently in effect and will continue to cover the existing directors and officers for actions taken during their service as a director or officer of OTEC. OTEC acknowledged and agreed that Sponsor will have the right to replace OTEC’s current directors with any such directors as Sponsor may select in its sole discretion, and concurrently, with the execution of the PSA, OTEC’s officers submitted resignation letters.

 

On May 30, 2023, OTEC held the Extension Meeting 2, at which stockholders voted upon, among other items, an extension proposal, approving the Second Amendment to the Amended and Restated Certificate of Incorporation to extend the date by which OTEC must consummate the initial business combination or merger from June 2, 2023 to June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended), and the amendment to the Trust Agreement to correspondingly extend the Business Combination Deadline and update certain defined terms. In connection with such Extension Meeting 2, the Extension Payment 2 was agreed upon and stockholders redeemed 1,035,788 shares of OTEC Common Stock for a pro rata portion of the funds in the Trust Account, resulting in $11,233,821 ($10.84 per share) being removed from the Trust Account to pay such holders. On May 30, 2023, OTEC issued a press release announcing the extension, and filed a Current Report on Form 8-K with the SEC.

 

Following such Extension Redemption 2, OTEC had $8,814,443 left in its Trust Account. In no event will OTEC redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Agreement and Plan of Merger. Following the Extension Redemption 2, OTEC’s remaining shares of OTEC Class A Common Stock outstanding were 812,715.

 

Since the OTEC IPO, OTEC’s activity has been limited to the evaluation of Business Combination candidates. OTEC believes Regentis is a company with an appealing market opportunity and growth profile, a strong position in its industry and a compelling valuation. As a result, OTEC believes that the Business Combination will provide OTEC stockholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “Proposal One — The Business Combination Proposal — OTEC’s Board of Directors’ Reasons for the Business Combination and Recommendation of the Board of Directors.”

 

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Q: Did OTEC’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A: Yes. The OTEC board of directors retained The Mentor Group, Inc. (“Mentor”) as its financial advisor in connection with the Business Combination. Mentor delivered a written fairness opinion to the OTEC board of directors dated July 7, 2023 (the “Fairness Opinion”), in which it concluded that, as of such date and based on and subject to the matters described therein, Mentor was of the opinion that the value to be ascribed by OTEC to Regentis in the Transactions is fair from a financial point of view to the public stockholders of OTEC. See the section of this proxy statement/prospectus entitled “Proposal One — The Merger Proposal.

 

Q: Do I have redemption rights?

 

A: If you are a holder of public shares, you have the right to demand that OTEC redeem such shares for a pro rata portion of the cash held in OTEC’s Trust Account, calculated as of two business days prior to the consummation of the Business Combination. We sometimes refer to these rights to demand redemption of the public shares as “redemption rights.”

 

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

 

The Existing OTEC Charter provides that OTEC will only redeem public shares so long as (after such redemption), OTEC’s net tangible assets, or of any entity that succeeds OTEC as a public company, will have net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). Therefore, the Business Combination will not be consummated unless this condition is met or waived.

 

Pursuant to a Letter Agreement dated as of May 27, 2021 (the “Sponsor Letter”), by and between OTEC and its Sponsor, and OTEC’s directors and executive officers, each as an Insider (as defined herein), OTEC’s Sponsor, directors and executive officers have waived their right to redeem any shares of OTEC Common Stock that they own in connection with OTEC stockholder approval of the Business Combination, and any proposed amendment to the Existing OTEC Charter prior to the consummation of the Business Combination (although they are entitled to redemption and liquidation rights with respect to any OTEC public shares that they own or may acquire if OTEC fails to consummate a Business Combination within the time frame required by the Existing OTEC Charter). Such Sponsor Parties (as defined herein) entered into the Sponsor Letter in order to induce OTEC and Maxim (i) to enter into the Underwriting Agreement, dated May 27, 2021, as amended by that certain Amendment of Underwriting Agreement dated December 15, 2021 (collectively, the “Underwriting Agreement”), by and between OTEC and Maxim (as representative of the several underwriters) and (ii) to proceed with the OTEC IPO. Such Sponsor Parties agreed that if OTEC seeks stockholder approval of a proposed business combination, then in connection with such proposed business combination, such Sponsor Parties would (i) vote any shares of OTEC Common Stock and Founder Shares owned by such Sponsor Parties in favor of any proposed business combination, and (ii) not redeem any shares of OTEC Common Stock owned by such Sponsor Parties in connection with such stockholder approval; if OTEC engages in a tender offer in connection with any proposed business combination, the Sponsor Parties agreed not to seek to sell its, his or her shares of OTEC Common Stock or Founder Shares to the Company in connection with such tender offer. The waiver of redemption rights was a condition to the acquisition of the OTEC Common Stock and no additional consideration was paid for such waiver. The Founder Shares are currently OTEC Class B Common Stock and do not have redemption rights. 

 

Q: How do I exercise my redemption rights?

 

A: A holder of public shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of public shares on the Record Date. If you are a holder of public shares and wish to exercise your redemption rights, you must demand that OTEC convert your public shares into cash and deliver your public shares to OTEC’s transfer agent either by (i) physical delivery of paper stock certificates or (ii) electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System, in each case no later than two (2) business days prior to the special meeting. Any holder of public shares seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $9,283,912, or $11.42 per share, as of the Record Date), less any owed but unpaid taxes on the funds in the Trust Account.   Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

  

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with OTEC’s consent, until the consummation of the Business Combination, or such other date as determined by the board of directors. If you deliver your shares for redemption to OTEC’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that OTEC’s transfer agent return the shares (physically or electronically). You may make such request by contacting OTEC’s transfer agent at the address listed at the end of this section.

 

Any written demand of redemption rights must be received by OTEC’s transfer agent at least two (2) business days prior to the vote taken on the Business Combination Proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

  

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If you are a holder of public shares (including through the ownership of OTEC Units) and you exercise your redemption rights, it will not result in the loss of any OTEC warrants that you may hold (including those contained in any Units you hold). Your whole warrants will become exercisable to purchase one OTEC Class A Common Stock per warrant at a purchase price of $11.50 per share following consummation of the Business Combination; provided, however, that such warrants are out of the money when the OTEC Common Stock trades below $11.50 per share. Please see “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?” for additional information with respect to the effect of redemptions under the No Redemption, Interim and Maximum Redemption scenarios as well as the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” However, if the number of public shares redeemed are at a level which would cause the failure of conditions to closing of the Business Combination (unless waived), and subsequently the Business Combination did not occur, your OTEC warrants would expire worthless, unless OTEC consummated another Business Combination prior to being required to liquidate its Trust Account. For more information on these conditions, see the prior question “Do I have redemption rights?”.

 

Q: Do I have appraisal rights if I object to the proposed Business Combination?

 

A: Under Section 262 of the General Corporation Law of the State of Delaware, the holders of OTEC Common Stock and OTEC warrants will not have appraisal rights in connection with the Business Combination.

 

Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A: The net proceeds of the OTEC IPO, together with the full exercise of the over-allotment option by the underwriter and a portion of the amount raised from the private placement of OTEC warrants for a total of approximately $104.3 million, was placed in the Trust Account immediately following the OTEC IPO. After giving effect to the Extension Redemption 2, there remained $8,814,443 in the Trust Account. After consummation of the Business Combination, the funds in the Trust Account will be used to pay, on a pro rata basis, holders of the public shares who exercise redemption rights, to pay certain fees and expenses incurred in connection with the Business Combination (including aggregate fees of $3,614,100 to the underwriter of the OTEC IPO as deferred underwriting commissions) and for working capital and general corporate purposes.

 

Q: What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A: OTEC’s public stockholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders is substantially reduced as a result of redemptions by public stockholders. To the extent that there are fewer public shares and public stockholders, the trading market for our shares may be less liquid than the market was for OTEC prior to the Transactions. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to be used in our business following the consummation of the Business Combination. Pursuant to the Agreement and Plan of Merger, the Company shall not be obligated to consummate the Transactions unless such Transactions meet the Closing Cash Condition (unless waived).

 

Q: What happens if the Business Combination is not consummated?

 

A: If OTEC, Regentis and Merger Sub do not complete the Business Combination for whatever reason, OTEC would search for another target business with which to complete another business combination. If OTEC does not complete the Business Combination (or another business combination) by June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended), OTEC must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of interest that may be used by the Company to pay income taxes or other taxes) divided by the number of outstanding public shares. The Sponsor and OTEC’s officers and directors have waived their rights to redemption or liquidating distributions with respect to their Founder Shares in the event a Business Combination is not effected in the required time period, and, accordingly, their Founder Shares will be worthless. OTEC’s Sponsor, officers and directors in each case did not receive any consideration for such waiver. Additionally, in the event of such liquidation, there will be no distribution with respect to OTEC’s outstanding warrants. Accordingly, all OTEC warrants will expire worthless.

 

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Q: How do the Sponsor and the officers and directors of OTEC intend to vote on the proposals?

 

A: The Sponsor beneficially owns and is entitled to vote an aggregate of 2,581,500 shares or approximately 73.8% of all of the outstanding OTEC Common Stock (based on 3,497,475 shares of OTEC Class A Common Stock on December 18, 2023). Pursuant to the Sponsor Support Agreement, Sponsor and certain officers and directors of OTEC have agreed to vote in favor of the Business Combination Proposal. Sponsor and certain officers and directors of OTEC have also indicated that they intend to vote in favor of all other proposals being presented at the meeting. See the section entitled “Sponsor Support Agreement.”

 

Q:What vote is required to approve each proposal at the special meeting?

 

A:The Business Combination Proposal: The affirmative vote of holders of a majority of the shares of OTEC Class A Common Stock outstanding on the Record Date. Abstentions will have the effect of votes against the Business Combination Proposal. Brokers are not entitled to vote shares on the Business Combination Proposal absent voting instructions from the beneficial owner of those shares and, consequently, broker non-votes will have the effect of votes against the Business Combination Proposal. Pursuant to the Sponsor Support Agreement, the Sponsor Parties (as defined therein) agreed to vote, or cause to be voted, all of their OTEC securities, including the OTEC Class B Common Stock and Founder Shares, in person or by proxy (or duly and promptly execute and deliver, or cause to be delivered, an action by written consent) at the OTEC Special Meeting and any meeting of the stockholders of OTEC. See section entitled “Sponsor Support Agreement.”

 

The Nasdaq Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the OTEC Class A Common Stock and OTEC Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting together as a single class, is required to approve the Nasdaq Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the special meeting, as well as an abstention from voting and a broker non-vote with regard to the Nasdaq Proposal, will have no effect on the Nasdaq Proposal. The Business Combination is conditioned on the approval of the Nasdaq Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Nasdaq Proposal will not be presented to the stockholders for a vote.

 

The Restated OTEC Charter Proposal: The affirmative vote (in person or by proxy) of (i) the holders of a majority of the Founder Shares then outstanding and entitled to vote thereon, voting separately as a single class, (ii) the holders of a majority of the OTEC Class A Common Stock then outstanding and entitled to vote thereon, voting separately as a single class and (iii) the holders of a majority of the OTEC Class A Common Stock and OTEC Class B Common Stock then outstanding and entitled to vote thereon, voting together as a single class, is required to approve the Restated OTEC Charter Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the special meeting, as well as an abstention from voting and a broker non-vote with regard to the Restated OTEC Charter Proposal, will have the same effect as a vote “AGAINST” such proposal. The Business Combination is conditioned on the approval of the Restated OTEC Charter Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Restated OTEC Charter Proposal will not be presented to the stockholders for a vote.

 

The Governance Proposals: The affirmative vote (in person or by proxy) of the holders of a majority of the OTEC Class A Common Stock and OTEC Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting together as a single class, is required to approve the Governance Proposals on a non-binding advisory basis. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the special meeting, as well as an abstention from voting and a broker non-vote with regard to the Governance Proposals, will have no effect on the Governance Proposals. The Business Combination is not conditioned on the approval of the Governance Proposals. If the Business Combination Proposal is not approved, the Governance Proposals will not be presented to the stockholders for a vote.

 

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The Equity Incentive Plan Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the OTEC Class A Common Stock and OTEC Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting together as a single class, is required to approve the Equity Incentive Plan Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the special meeting, as well as an abstention from voting and a broker non-vote with regard to the Equity Incentive Plan Proposal, will have no effect on the Equity Incentive Plan Proposal. The Business Combination is conditioned on the approval of the Equity Incentive Plan Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Equity Incentive Plan Proposal will not be presented to the stockholders for a vote.

 

The Election of Directors Proposal: The affirmative vote (in person or by proxy) of the holders of a plurality of the outstanding OTEC Class A Common Stock and OTEC Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting together as a single class, is required to approve the Election of Directors Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the special meeting, as well as an abstention from voting and a broker non-vote with regard to the Election of Directors Proposal, will have no effect on the election of directors. The Business Combination is conditioned on the approval of the Election of Directors Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Election of Directors Proposal will not be presented to the stockholders for a vote.

 

The Adjournment Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the OTEC Class A Common Stock and OTEC Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting together as a single class, is required to approve the Adjournment Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the special meeting, as well as an abstention from voting and a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Business Combination is not conditioned on the approval of the Adjournment Proposal.

 

Q: What percentage of the Post-Closing Company will be owned by OTEC stockholders who elect not to redeem their shares?

 

A: After the completion of the Business Combination and Transactions, OTEC’s stockholders will own a significantly smaller percentage of the Post-Closing Company than they currently own of OTEC. Consequently, OTEC’s stockholders, as a group, will have reduced ownership and voting power in the Post-Closing Company compared to their ownership and voting power in OTEC.

 

Assuming OTEC will only proceed with the Business Combination if it will have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of at least $5,000,001 upon consummation of the Business Combination and a majority of the shares of Class A Common Stock voted at the special meeting of stockholders are voted in favor of the Business Combination, redemptions may result in fewer OTEC public shares and public stockholders. In such event, the trading market for the Post-Closing Company Common Stock may be less liquid than the market was for OTEC prior to the consummation of the Business Combination, which may result in adverse consequences such as depressed trading value and the Post-Closing Company’s inability to meet the Nasdaq listing standards. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to be used in its business following the consummation of the Business Combination.

 

The tables below illustrate the varying ownership levels in the Post-Closing Company Common Stock immediately following the consummation of the Business Combination, the value per share to a public shareholder that elects not to redeem, and the additional potential sources of dilution, in each case across a range of redemptions scenarios. The maximum redemption scenario represents the maximum number of shares of Post-Closing Company Common Stock that may be redeemed while still satisfying the Closing Cash Condition (unless waived).

 

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          Share Ownership  in Post-Closing Company***        
   

Assuming No

Redemptions

   

Assuming 25%

Redemptions

   

Assuming 50%

Redemptions

   

Assuming 75%

Redemptions

   

Assuming Maximum

Redemptions

 
Percentage Share Ownership in Post-Closing Company                                        
Sponsor Stockholders     22.4 %     22.8 %     23.2 %     23.6 %     24.0 %
OTEC Redeemable Stockholders     6.8 %     5.2 %     3.5 %     1.8 %     0.0 %
Regentis Shareholders     64.6 %     65.7 %     66.9 %     68.0 %     69.3 %
Loan Grant Shares*     6.3 %     6.4 %     6.5 %     6.6 %     6.7 %
Value of the Shares Owned by Non-Redeeming Shareholders**    $ 9,053,645     $ 6,790,234     $ 4,526,823     $ 2,263,411     $

 
Total Shares Outstanding Excluding Warrants**     11,993,978       11,790,799       11,587,621       11,384,442       11,181,263  
Total Equity Value Post-Redemptions**   $ 133,612,915     $ 131,349,504     $ 129,086,092     $ 126,822,681     $ 124,559,270  

Non-redeeming Shareholders Value per Share

  $ 11.14     $ 11.14     $ 11.14     $ 11.14     $ 11.14  
Effective Underwriting Fee     40.0 %     53.2 %     79.8 %     159.7 %     %

 

* This assumes the shares issuable to a third party in relation to a working capital bridge loan have been issued.
** The total equity value of the Post-Closing Company was determined by multiplying the OTEC Common Stock closing price of $11.14 per share on December 14, 2023 by the number of outstanding shares at the Closing of the Business Combination in each of the five redemption scenarios.
***

Under each of these scenarios, absent a PIPE Investment or other investment capital for expenses at the Closing, the Business Combination would not close as there would not be sufficient funds remaining in the Trust Account to settle the OTEC Transaction Expenses and the Regentis Transaction Expenses. This table does not reflect closing adjustments to the merger consideration required by the terms of the Merger Agreement, including minimum capital requirements and transaction expenses.

 

In addition, the following table illustrates varying ownership levels in the Post-Closing Company Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public stockholders, on a fully diluted basis, showing full exercise and conversion of all securities expected to be outstanding as of the Closing of the Business Combination, including (i) public warrants and the private placement warrants, and (ii) any outstanding securities of the Post-Closing Company.

 

    Assuming No Redemption     Assuming 25% Redemption     Assuming 50% Redemption     Assuming 75% Redemption     Assuming 100% Redemption  
    Ownership in Shares     Equity %     Ownership in Shares     Equity %     Ownership in shares     Equity %     Ownership in shares     Equity %     Ownership in shares   Equity %  
Additional  Dilution Sources                                                                            
Earnout Shares*     1,750,000       5.2 %     1,750,000       5.2 %     1,750,000       5.2 %     1,750,000       5.3 %     1,750,000   5.3 %
Extension Warrants     1,548,900       4.6 %     1,548,900       4.6 %     1,548,900       4.6 %     1,548,900       4.7 %     1,548,900   4.7 %
Public Warrants     10,326,000       30.4 %     10,326,000       30.6 %     10,326,000       30.8 %     10,326,000       31.1 %     10,326,000   31.3 %
Private Placement Warrants     4,668,800       13.8 %     4,668,800       13.9 %     4,668,800       13.9 %     4,668,800       14.0 %     4,668,800   14.1 %
Assumed Options     173,627       0.5 %     173,627       0.5 %     173,627       0.5 %     173,627       0.5 %     173,627   0.5 %
New RSUs     958,161        2.8 %     958,161       2.8 %     958,161       2.9 %     958,161       2.9 %     958,161   2.9 %
Regentis Warrants Converted to OTEC Warrants     721,808       2.1 %     721,808       2.1 %     721,808       2.2 %     721,808       2.2 %     721,808   2.2 %
Equity Incentive Plan     1,799,097       5.3 %     1,768,620       5.2 %     1,738,143       5.2 %     1,707,666       5.1 %     1,677,189   5.1 %
Total Additional Dilution Sources     21,946,393       64.7 %     21,915,916       65.0 %     21,885,439       65.4 %     21,854,962       65.8 %     21,824,485   66.1 %
OTEC Public Stockholders     812,715       2.4 %     609,536       1.8 %     406,358       1.2 %     203,179       0.6 %     0   0 %
Regentis’ Ownership Interest Assuming Exercise of RSUs, Options and Warrants*     9,600,000       28.3 %     9,600,000       28.5 %     9,600,000       28.7 %     9,600,000       28.9 %     9,600,000   29.1 %
Sponsor’s Ownership Interest Assuming Exercise of RSUs, Options and Warrants**     8,202,500       24.2 %     8,202,500       24.3 %     8,202,500       24.5 %     8,202,500       24.7 %     8,202,500   24.9 %
Total Fully Diluted Shares     33,940,371               33,706,715               33,473,060               33,639,404               33,005,748      
Fully Diluted Value/Share   $ 3.93             $ 3.95             $ 3.98             $ 4.01             $ 4.04      

   

* Includes 7,746,404 shares owned by current Regentis shareholders and as excerpted above, 173,627 shares pursuant to assumed options, 958,161 shares pursuant to new Regentis RSUs, and 721,808 shares pursuant to Regentis warrants converted to OTEC warrants.

** Includes 2,581,500 shares currently outstanding and as excerpted above, 1,750,000 Earnout Shares and 3,871,000 of the Private Placement Warrants. 

 

As indicated above, the percentage of the total number of outstanding shares of Post-Closing Company Common Stock that will be owned by OTEC’s public stockholders as a group and by the other holders presented in the tables will vary based on the number of public shares for which the holders thereof request redemption in connection with the Business Combination and the number of shares of Post-Closing Company Common Stock issued in any PIPE Investment. The tables above illustrate varying ownership levels in the Post-Closing Company, as well as possible sources and extents of dilution for non-redeeming public stockholders, excluding such PIPE Investment. As such, all of the scenarios assume that no additional capital is contributed and that the Trust Account funds are the only source of capital. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by OTEC’s existing stockholders in the Post-Closing Company will be different.

 

Q: What factors did OTEC’s board of directors consider in evaluating the Business Combination?

 

A: OTEC’s board of directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Agreement and Plan of Merger and the Transactions. In light of the range and wide variety of factors considered in connection with its evaluation of the Business Combination, the OTEC board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The OTEC board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of OTEC’s board of directors’ reasons for approval of the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data.”

 

 23

 

 

Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We intend to acquire Regentis based on the following factors:

 

 

Benefits from a Public Currency and Access to Public Equity Markets. OTEC expects that Regentis will require additional capital to execute its business plan and access to the public equity markets could allow Regentis to utilize additional forms of capital, more easily raise additional capital as necessary to bring its products to market, pursue high-return capital projects, and/or strengthen its balance sheet and recruit and retain key employees through the use of publicly-traded equity compensation. This should hasten its growth and benefit OTEC stockholders in the Post-Closing Company. Thus providing a long-term benefit to the Post-Closing Company stockholders and increase returns to the OTEC stockholders.

In addition to the benefits of lower cost of capital, many distributors, manufacturers and other strategic partners prefer to deal with public companies rather than smaller private companies. Becoming a public company should allow the Post-Closing Company to capitalize on this.

 

  Has a Strong Competitive Position. We seek to invest in Regentis as we believe Regentis possesses a unique clinical product with a sustainable competitive advantage and strong technology protected by a robust patent portfolio in a large and growing market, but at its current valuation, will provide good growth prospects for equity investors. Unlike many of the potential targets considered by OTEC, Regentis had the strongest intellectual property portfolio, supported by regulatory approval in Europe, and a strategy to capitalize on that portfolio.  OTEC believed this defensible position would enhance the long-term growth prospects of Regentis as well as provide downside protection to OTEC stockholders.

 

  Operated by a Talented and Incentivized Management Team. We focused on companies with strong and experienced management teams that desire a significant equity stake in the post-business combination company. We seek to partner with Regentis as it possesses an experienced and highly capable management team capable of bringing its products to market, with regulatory approval already obtained in Europe.  The team is also well-incentivized and aligned with the stockholders in the Post-Closing Company in an effort to create stockholder value through their equity ownership in Regentis.

 

  Benefits from Our Ability to Uniquely Structure Transaction to Unlock and Maximize Value. We looked for situations where our extensive experience and creativity can architect a win-win solution for both sides of the transaction, and believe that both OTEC and Regentis will benefit from the Business Combination.  The win-win solution in this case is identifying a company that will benefit from being public, and providing it with sufficient capital to fund its near-term growth and needs as well as positioning it to grow further in the future creating long-term value for all stockholders in the Post-Closing Company. OTEC has already introduced Regentis to some of its manufacturing and distribution contacts in India, which should help the Post-Closing Company grow faster than it would have in the absence of these efforts.

 

Valuation. We obtained an independent financial due diligence review and Fairness Opinion (as defined herein), a summary of which is set forth in Annex B of this proxy statement/prospectus. The board of directors and management of OTEC are of the view that Mentor’s financial review and valuation analysis provide further confirmation of the reasonableness of the approach and valuation agreed with Regentis for the Business Combination. See the section entitled “OTEC’s valuation of Regentis” for a discussion of the selection of valuation metrics, arms-length negotiations with Regentis and validation of Regentis transaction value.

 

Other factors include, but are not limited to:

 

 

Market Potential. Size and forecast growth rates of the applicable markets for Regentis’ product. Given the aging population and the increase in physical activities, the OTEC Board felt that there would be sufficient demand to support the growth projections that Regentis provided.

     
  Product Quality. Technical quality of Regentis’ product and unique characteristics and price points. The OTEC Board considered that the Regentis’ product represented new technology that could disrupt the field in treatment of damaged tissue.  Given the existing approvals of the product in Europe and the likelihood of approval in the US, the Board felt there was a strong growth rate possible.
     
  Forecast Financial Performance. The forecast revenue and profit growth for Regentis, which is supported by due diligence and the above noted factors. While short-term variances from forecasts may occur with market conditions, based on its diligence on Regentis’ products and markets, OTEC felt comfortable with the long-term forecasts for Regentis earnings and profit.
     
  Attractive Valuation. OTEC’s board of directors believes Regentis’ implied valuation following the Business Combination relative to the current valuations experienced by comparable publicly traded companies in the biotechnology sector is favorable for OTEC stockholders.
     
  Experienced Leadership Team with a Proven Track Record. Regentis is led by an experienced management team in Regentis’ industry and has a cohesive support team that has worked together for a considerable period of time.
     
  Stockholder Liquidity. The obligation in the Merger Agreement to have the Post-Closing Company Common Stock issued as consideration listed on the Nasdaq, a major U.S. stock exchange, which OTEC’s board of directors believes has the potential to offer stockholders greater liquidity.

   

 24

 

 

  Due Diligence. OTEC’s due diligence examinations of Regentis and discussions with Regentis’ management and financial and legal advisors.
     
  Other Alternatives. OTEC’s board of directors believes, after a thorough review of other Business Combination opportunities reasonably available to OTEC, that the Business Combination represents the best potential business combination for OTEC and the most attractive opportunity for OTEC’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential combination targets, and OTEC’s board of directors’ belief that such process has not presented a better alternative.
     
  Negotiated Transaction. The financial and other terms of the Merger Agreement and the fact that such terms and conditions (unless waived) are reasonable and were the product of arm’s-length negotiations between OTEC and Regentis.

 

  Leadership Position. Companies that had a leadership position in their industry or a defensible niche within a target market as a result of differentiated technology or other competitive advantages.
     
  Expectation of Post-Acquisition Growth. A target OTEC believed would experience substantial organic growth.
     
 

Enterprise Value. A current total enterprise value of approximately $96 million. In arriving at the valuation, the Board considered the factors above, and compared valuations of comparable early stage companies in the medical device space. The Board considered execution risk as well as the possibility of approvals, timing of approvals and the ability of Regentis to create market acceptance for their treatment.

     
  Public Company Readiness. Companies that had a public company infrastructure substantially in place, in terms of corporate governance, audited financial statements, depth of finance team and investor relations, as well as ready availability of key legal and financial documentation and supportive due diligence information. Additionally, we looked for a company that would benefit from additional visibility that a public company provides, bringing access for its product to customers and partners that would not otherwise invest in a private company, to enable strategic partnerships worldwide.

  

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. Particularly, out of all of the potential targets that management reviewed, Regentis appeared most ready to become public within a reasonable timeline as Regentis already completed a two-year audit, and had developed a product marketable in Europe, with the OTEC Board determining that approval in the U.S. seemed likely. The OTEC Board also obtained the Fairness Opinion supporting the valuation of Regentis, as further discussed herein.

 

OTEC’s board of directors, in evaluating the Business Combination, consulted with OTEC’s management and financial and legal advisors. In reaching their respective unanimous resolutions (i) that the Agreement and Plan of Merger and the Transactions are advisable and in the best interests of OTEC and its stockholders and (ii) to recommend that the stockholders adopt the Agreement and Plan of Merger and approve the Business Combination and the Transactions, the board of directors considered a range of factors, including, but not limited to, the due diligence results outlined above and the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of OTEC’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data.”

 

In approving the Business Combination, the board of directors relied on a Fairness Opinion issued by Mentor dated July 7, 2023, and other due diligence reports. The officers and directors of OTEC also have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background and sector expertise enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, OTEC’s officers and directors have substantial experience with mergers and acquisitions.

 

The board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

 

  Supply & Demand Issues. If Regentis fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand.
     
 

Regulatory Approvals.  The need for Regentis to obtain regulatory approvals for its product in the United States and in order to begin marketing its products in the United States.

 

 25

 

 

  Customer Relationships. Disruptions in relationships with customers.
     
  Manufacturing Delays. Sustained yield problems or other delays in the manufacturing process of products.
     
  Limited Operating History. Regentis’ limited operating history makes evaluating its business and future prospects difficult.
     
  Systems Update. The need to update Regentis’ financial systems and operations necessary for a public company.
     
  Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on the Post-Closing Company’s revenues.
     
  Benefits Not Achieved. The risk and costs that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.
     
  Redemption Risk. The potential that a significant number of OTEC stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the Existing OTEC Charter, which would potentially make the Business Combination more difficult or impossible to complete.
     
  Stockholder Vote. The risk that OTEC’s stockholders may fail to provide the respective votes necessary to effect the Business Combination.
     
  Closing Conditions. The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within OTEC’s control (to the extent not waived by the parties), and  OTEC may not have enough cash at closing to meet the closing requirements of the Merger Agreement, including the Closing Cash Condition (unless waived).
     
  Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.
     
  Liquidation of OTEC. The risks and costs to OTEC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in OTEC being unable to effect such business combination by June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).
     
  OTEC Stockholders Receiving Minority Position. The fact that existing OTEC stockholders will hold a minority position in the Post-Closing Company.
     
  Fees and Expenses. The significant fees and expenses associated with completing the Business Combination, effort of management required to complete the Business Combination and the substantial expense and human resources necessary to operate a public company.
     
  Operations. The announcement of the Business Combination and potential diversion of management and employee attention may adversely affect operations.
     
  Service Providers. Certain key service providers might not choose to remain with the Post-Closing Company.
     
  Foreign Operations. Regentis conducts substantially all its business operations in Israel.
     
  Valuation. The board of directors may not have properly valued the business.
     
  Industry. The risks associated with the biotechnology and healthcare industries in general.
     
  Intellectual Property. The risks related to intellectual property as Regentis’ success depends in part on its ability to protect its intellectual property, proprietary rights and technology, which is difficult and costly to protect and may not be able to ensure such protection.

 

 26

 

 

  Laws and Regulations. The risk associated with laws and regulations, including but not limited to foreign, federal and state healthcare laws, information privacy and security laws, which could give rise to substantial penalties.
     
  Competition. The risk of competition in the industry, including the potential for new entrants with different or similar technology.
     

 In addition to considering the factors described above, the board of directors also considered other factors including, without limitation:

 

  Interests of OTEC’s Sponsor, Directors and Officers in the Business Combination. Some officers and directors of OTEC may have interests in the Business Combination. See the section titled “Proposal One — The Business Combination Proposal — Interests of OTEC’s Sponsor, Directors and Officers in the Business Combination”; and

 

  Other Risks. Various other risks associated with Regentis’ business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

 

The board of directors concluded that the potential benefits that they expected OTEC and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the board of directors unanimously determined that the Agreement and Plan of Merger, and Transactions and the Business Combination contemplated therein were advisable, fair to and in the best interests of OTEC and its stockholders.

 

OTEC’s management and OTEC’s board of directors, in consultation with OTEC’s business and financial advisors, determined that the other alternative business combination targets with which discussions with OTEC’s management progressed to the level of negotiating a letter of intent, were less attractive than Regentis when taking into account the factors described above and the various targets’ respective management teams, strategies, business prospects, valuations and likelihood of execution. Ultimately, OTEC determined to abandon other potential acquisition opportunities, as further described in more detail below, either because (i) OTEC concluded that the alternative target companies or the terms of a potential business combination with such alternative target companies would not be suitable for OTEC, particularly in comparison to the opportunity for a business combination with Regentis, or (ii) the alternative target companies did not have, or could not quickly and easily prepare, SEC-compliant financial statements on a schedule consistent with OTEC’s timing limitations, or posed extensive structuring, regulatory or other considerations that likely would delay a transaction or create uncertainty that was not acceptable to the OTEC board of directors.

 

Q: What interests do the Sponsor and the current officers and directors of OTEC have in the Business Combination?

 

A: In considering the recommendation of OTEC’s board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain of OTEC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. OTEC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to stockholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

 

 

Sponsor was formed by, and is controlled by, Surendra (also known as Suren) Ajjarapu, OTEC’s Chief Executive Officer, as member and manager.

     
  The Sponsor and certain officers and directors of OTEC agreed to vote all of their OTEC securities in favor of the approval of the Transactions and certain other matters being presented to the stockholders of OTEC in connection therewith, agreed not to transfer (subject to limited exceptions) their OTEC’s securities, and agreed to waive their redemption and anti-dilution rights and any other right it may hold to convert all or any portion of any outstanding loan advanced to OTEC (including Working Capital Loans, except for funds deposited by Sponsor in the Trust Account in connection with the Extension Option) at any time prior to or at the Closing into OTEC Common Stock or into OTEC private warrants. Additionally, the Sponsor agreed to use its reasonable best efforts to minimize the amount of funds in the Trust Account paid to the stockholders of OTEC in connection with any redemption by public stockholders of their public shares, including utilizing the Sponsor’s OTEC Class B Common Stock and the Sponsor’s Private Placement Warrants in connection with such effort by transferring or forfeiting such shares and/or warrants.

 

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  Sponsor will be entitled to receive one share of OTEC Common Stock for each dollar deposited into the Trust Account in connection with the exercise of any Extension Option, which deposit would be considered as a loan to Regentis, as the surviving company after the Business Combination, and any such loans will be interest bearing and payable by Regentis, as the surviving company after the Business Combination, at Closing.

 

  Pursuant to the Sponsor Support Agreement, the Sponsor has a contingent right to receive the Earnout Shares depending on the performance of the Post-Closing Company Common Stock following the Closing.
     
  At Closing, OTEC, Sponsor and certain shareholders of Regentis will enter into the Registration Rights Agreement (as defined below) pursuant to which, among other things, the Sponsor will be granted certain customary registration rights, demand rights and piggyback rights with respect to their respective shares of the Post-Closing Company Common Stock.
     
  Upon Closing, Sponsor agreed to pay Initial Sponsor $1 (one dollar) and to convey 250,000 shares of OTEC Class B Common Stock to the Initial Sponsor Equity Holders as of March 13, 2023 (the date of the PSA) pro rata based on the Initial Sponsor Equity Holders’ underlying interest in the shares of OTEC Class B Common Stock as of March 13, 2023. These shares will not be subject in any respect to any forfeiture, earnout, clawback, reduction or similar restrictive provision. Sponsor also agreed to convey 250,000 Private Placement Warrants to the Initial Sponsor Equity Holders pro rata based on the Initial Sponsor Equity Holders’ underlying interest in the Private Placement Warrants as of March 13, 2023. The Private Placement Warrants will not be subject in any respect to any forfeiture, earnout, clawback, reduction or similar restrictive provision.
     
  The Founder Shares, the 2,581,500 shares of OTEC Common Stock, had an aggregate value of $28,757,910 based upon the closing price of $11.14 per share on the Nasdaq on December 14, 2023, and the 5,869,880 Private Placement Warrants that the Sponsor purchased had an aggregate market value of $76,308 based upon the closing price of $0.0130 per Warrant on the Nasdaq on December 14, 2023. If OTEC does not consummate a Business Combination by June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended), the Founder Shares (held by the Sponsor after being acquired from the Initial Sponsor) and the Private Placement Warrants will become worthless (as the holders are not entitled to participate in any redemption or liquidating distribution with respect to such shares having waived the rights to such redemption or distribution, without consideration therefor, in connection with the OTEC IPO) and OTEC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and OTEC’s board of directors, dissolving and liquidating. If the proposed Business Combination with Regentis is consummated, the Sponsor may still earn a positive rate of return on its investment, even if other stockholders experience a negative rate of return following the Business Combination.
     
  If OTEC is unable to consummate a Business Combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by OTEC for services rendered or contracted for or products sold to OTEC. On the other hand, if OTEC does consummate a Business Combination within the required time period, OTEC will be liable for such claims up to the OTEC Transaction Expenses Cap. In the event the OTEC Transaction Expenses exceed the OTEC Transaction Expenses Cap, then Sponsor will pay the Excess OTEC Expenses.
     
  The Sponsor and OTEC’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on OTEC’s behalf, such as identifying and investigating possible business targets and Business Combinations. However, if OTEC fails to consummate a Business Combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, OTEC may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended). As of the Record Date, the Sponsor and OTEC’s officers and directors and their affiliates had incurred approximately $314,039 of unpaid reimbursable expenses.
     
  The Agreement and Plan of Merger provides for the continued indemnification of OTEC’s current directors and officers and the continuation of directors and officers liability insurance covering OTEC’s current directors and officers.

 

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OTEC’s Initial Sponsor, Sponsor, officers and directors (or their affiliates) have and may make loans from time to time, such as the Working Capital Loans, to OTEC to fund certain capital requirements. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the Post-Closing Company, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Initial Sponsor. As of September 30, 2023, no such Working Capital Loans were outstanding, except from Sponsor to OTEC in the amount of $448,039. OTEC obtained an additional loan from an unrelated party with $501,500 outstanding. In connection with that loan, OTEC agreed to issue to the lender 95,000 shares of OTEC common stock.

 

To date, OTEC’s Initial Sponsor (a) paid $25,000 to cover certain offering costs in consideration for 2,875,000 OTEC Class B Common Stock as the Founder Shares, and (b) agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the OTEC IPO as a non-interest bearing, unsecured and was due at the closing of the OTEC IPO.

 

To date, OTEC’s Sponsor has (a) paid Charles Baumgartner, $5,000 (five-thousand dollars) directly per month during the transition period, (b) deposited $125,000 into the Trust Account in connection with each Extension Option exercised on March 31, 2023 and May 3, 2023, and (c) made a non-interest bearing, unsecured loan to OTEC in the aggregate of $360,000 for the Extension Payment 2 in connection with the Extension Meeting 2. In connection with that loan, OTEC agreed to, at Sponsor’s option, repay the unsecured loan in cash or issue such lender up to an additional 36,000 shares of OTEC common stock, depending on the aggregate total of the unsecured loan.

 

On May 23, 2023, the Company and Sponsor entered into a Subscription Agreement with Polar Multi-Strategy Master Fund (the “Investor”), pursuant to which the Investor agreed to provide a $500,000 loan to the Company or Sponsor. In consideration of the $500,000 from the Investor (“Initial Capital Contribution”), the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor 500,000 shares of Class A common stock (as loan grant shares issuable to a third party in relation to such working capital bridge loan) (“Subscription Shares”) at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.

 

On October 24, 2023, the Company and Sponsor entered into a Subscription Agreement with Investor, pursuant to which the Investor agreed to provide a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.

     
  The Sponsor will benefit financially from the completion of any business combination even if the stock price declines after the Business Combination, generating a negative return for other stockholders. The Sponsor will lose substantially all of its investment in OTEC and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not completed prior to June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended). Thus, if the proposed Business Combination with Regentis is not consummated, OTEC may seek to complete a business combination with a less favorable target company or on terms less favorable to OTEC stockholders rather than choose to dissolve and liquidate.
     
 

Assuming the exercise and conversion of all of the securities following the consummation of the Business Combination, the Sponsor and its affiliates’ total potential ownership in the Post-Closing Company is estimated as shown below. (See the section entitled “Security Ownership of Certain Beneficial Owners and Management” for more information).

 

The table below illustrates the varying ownership levels in the Post-Closing Company Common Stock immediately following the consummation of the Business Combination. The maximum redemption scenario represents the maximum number of shares of Post-Closing Company Common Stock that may be redeemed while still satisfying the Closing Cash Condition (unless waived).

 

          Share Ownership  in Post-Closing Company***        
   

Assuming No

Redemptions

   

Assuming 25%

Redemptions

   

Assuming 50%

Redemptions

   

Assuming 75%

Redemptions

   

Assuming Maximum

Redemptions

 
Percentage Share Ownership in Post-Closing Company                                        
Sponsor Stockholders     22.4 %     22.8 %     23.2 %     23.6 %     24.0 %
OTEC Redeemable Stockholders     6.8 %     5.2 %     3.5 %     1.8 %     0.0 %
Regentis Shareholders     64.6 %     65.7 %     66.9 %     68.0 %     69.3 %
Loan Grant Shares*     6.3 %     6.4 %     6.5 %     6.6 %     6.7 %
Value of the Shares Owned by Non-Redeeming Shareholders**    $ 9,053,645     $ 6,790,234     $ 4,526,823     $ 2,263,411     $

 
Total Shares Outstanding Excluding Warrants**     11,993,978       11,790,799       11,587,621       11,384,442       11,181,263  
Total Equity Value Post-Redemptions**   $ 133,612,915     $ 131,349,504     $ 129,086,092     $ 126,822,681     $ 124,559,270  

Non-redeeming Shareholders Value per Share

  $ 11.14     $ 11.14     $ 11.14     $ 11.14     $ 11.14  
Effective Underwriting Fee     40.0 %     53.2 %     79.8 %     159.7 %     %

 

* This assumes the shares issuable to a third party in relation to a working capital bridge loan have been issued.
** The total equity value of the Post-Closing Company was determined by multiplying the OTEC Common Stock closing price of $11.14 per share on December 14, 2023 by the number of outstanding shares at the Closing of the Business Combination in each of the five redemption scenarios.
*** Under each of these scenarios, absent a PIPE Investment or other investment capital for expenses at the Closing, the Business Combination would not close as there would not be sufficient funds remaining in the Trust Account to settle the OTEC Transaction Expenses and the Regentis Transaction Expenses. This table does not reflect closing adjustments to the merger consideration required by the terms of the Merger Agreement, including minimum capital requirements and transaction expenses.

 

In addition, the following table illustrates varying ownership levels in the Post-Closing Company Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public stockholders, on a fully diluted basis, showing full exercise and conversion of all securities expected to be outstanding as of the Closing of the Business Combination, including (i) public warrants and the private placement warrants, and (ii) any outstanding securities of the Post-Closing Company.

 

    Assuming No Redemption     Assuming 25% Redemption     Assuming 50% Redemption     Assuming 75% Redemption     Assuming 100% Redemption  
    Ownership in Shares     Equity %     Ownership in Shares     Equity %     Ownership in shares     Equity %     Ownership in shares     Equity %     Ownership in shares   Equity %  
Additional  Dilution Sources                                                                            
Earnout Shares*     1,750,000       5.2 %     1,750,000       5.2 %     1,750,000       5.2 %     1,750,000       5.3 %     1,750,000   5.3 %
Extension Warrants     1,548,900       4.6 %     1,548,900       4.6 %     1,548,900       4.6 %     1,548,900       4.7 %     1,548,900   4.7 %
Public Warrants     10,326,000       30.4 %     10,326,000       30.6 %     10,326,000       30.8 %     10,326,000       31.1 %     10,326,000   31.3 %
Private Placement Warrants     4,668,800       13.8 %     4,668,800       13.9 %     4,668,800       13.9 %     4,668,800       14.0 %     4,668,800   14.1 %
Assumed Options     173,627       0.5 %     173,627       0.5 %     173,627       0.5 %     173,627       0.5 %     173,627   0.5 %
New RSUs     958,161        2.8 %     958,161       2.8 %     958,161       2.9 %     958,161       2.9 %     958,161   2.9 %
Regentis Warrants Converted to OTEC Warrants     721,808       2.1 %     721,808       2.1 %     721,808       2.2 %     721,808       2.2 %     721,808   2.2 %
Equity Incentive Plan      1,799,097       5.3 %     1,768,620       5.2 %     1,738,143       5.2 %     1,707,666       5.1 %     1,677,189   5.1 %
Total Additional Dilution Sources     21,946,393       64.7 %     21,915,916       65.0 %     21,885,439       65.4 %     21,854,962       65.8 %     21,824,485   66.1 %
OTEC Public Stockholders     812,715       2.4 %     609,536       1.8 %     406,358       1.2 %     203,179       0.6 %     0   0 %
Regentis’ Ownership Interest Assuming Exercise of RSUs, Options and Warrants*     9,600,000       28.3 %     9,600,000       28.5 %     9,600,000       28.7 %     9,600,000       28.9 %     9,600,000   29.1 %
Sponsor’s Ownership Interest Assuming Exercise of RSUs, Options and Warrants**     8,202,500       24.2 %     8,202,500       24.3 %     8,202,500       24.5 %     8,202,500       24.7 %     8,202,500   24.9 %
Total Fully Diluted Shares     33,940,371               33,706,715               33,473,060               33,639,404               33,005,748      
Fully Diluted Value/Share   $ 3.93             $ 3.95             $ 3.98             $ 4.01             $ 4.04      

  

* Includes 7,746,404 shares owned by current Regentis shareholders and as excerpted above, 173,627 shares pursuant to assumed options, 958,161 shares pursuant to new Regentis RSUs, and 721,808 shares pursuant to Regentis warrants converted to OTEC warrants.

** Includes 2,581,500 shares currently outstanding and as excerpted above, 1,750,000 Earnout Shares and 3,871,000 of the Private Placement Warrants. 

 

As indicated above, the percentage of the total number of outstanding shares of Post-Closing Company Common Stock that will be owned by OTEC’s public stockholders as a group and by the other holders presented in the tables will vary based on the number of public shares for which the holders thereof request redemption in connection with the Business Combination and the number of shares of Post-Closing Company Common Stock issued in any PIPE Investment. The tables above illustrate varying ownership levels in the Post-Closing Company, as well as possible sources and extents of dilution for non-redeeming public stockholders, excluding such PIPE Investment. As such, all of the scenarios assume that no additional capital is contributed and that the Trust Account funds are the only source of capital. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by OTEC’s existing stockholders in the Post-Closing Company will be different.

 

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In addition to the interests described above, the Sponsor and some of OTEC’s officers and directors may have the following additional interests:

 

None of OTEC’s officers and directors is required to commit their full time to OTEC’s affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

 

Each of OTEC’s officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. OTEC does not believe, however, that the pre-existing fiduciary duties or contractual obligations of its officers and directors will materially undermine its ability to complete the Business Combination, and such pre-existing fiduciary duties and contractual obligations did not materially affect its search for an acquisition target.

 

  It is anticipated that upon completion of the Business Combination and assuming no redemptions by OTEC public shareholders, the Sponsor will own approximately 21.5% of the Post-Closing Company. This level of ownership interest: (a) assumes that no OTEC’s public shareholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in OTEC’s Trust Account and (b) assumes no exercise of OTEC public warrants and OTEC Private Placement Warrants.

  

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  Surendra Ajjarapu, OTEC’s Chief Executive Officer, will become a director of the Post-Closing Company after the Closing. As such, in the future he may receive any cash fees, stock options or stock awards that the Post-Closing Company’s board of directors determines to pay to its executive and non-executive directors.

  

If OTEC is unable to complete an initial business combination within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by OTEC for services rendered or contracted for or products sold to OTEC. If OTEC consummates an initial business combination, on the other hand, OTEC will be liable such claims up to the Transaction Expenses Cap. In the event OTEC’s Transaction Expenses exceed the OTEC Transaction Expenses Cap, Sponsor agreed to pay to OTEC an amount of cash equal to such excess. In accordance with the Merger Agreement and Sponsor Support Agreement, Sponsor will be entitled to receive one share of OTEC Common Stock for each dollar deposited into the Trust Account in connection with the exercise of any Extension Option. The parties agreed that any such deposit made by Sponsor would be considered as a loan to Regentis, as the surviving company after the Business Combination, and any such loans will be interest bearing and payable by Regentis, as the surviving company after the Business Combination, at Closing.

 

OTEC’s officers and directors, and their affiliates, may be entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on OTEC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if OTEC fails to consummate an initial business combination within the completion window, they may not have any claim against the Trust Account for reimbursement. Accordingly, OTEC may not be able to reimburse these expenses if the Business Combination or another initial business combination is not completed within the completion window.

 

The existence of financial and personal interests of one or more of the Sponsor’s or OTEC’s directors and officers may result in a conflict of interest on the part of each such director or officer between what such director or officer may believe is in the best interests of OTEC and its stockholders and what such director or officer may believe in the best interests of such director or officer in determining to recommend that stockholders vote for the proposals. See the section entitled “Interests of OTEC’s Sponsor, Directors and Officers in the Business Combination” for a further discussion of these considerations. 

 

In addition, Article X of the Existing OTEC Charter provides that, to the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to OTEC or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the Existing OTEC Charter or in the future, and OTEC renounces any expectancy that any of the directors or officers of OTEC will offer any such corporate opportunity of which he or she may become aware to OTEC, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of OTEC with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of OTEC and (i) such opportunity is one OTEC is legally and contractually permitted to undertake and would otherwise be reasonable for OTEC to pursue and (ii) the director or officer is permitted to refer that opportunity to OTEC without violating any legal obligation. The fact that we have such provisions in our Existing OTEC Charter waiving the corporate opportunities doctrine on an ongoing basis means that OTEC’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to OTEC.

 

Although the provisions of Article X of the Existing OTEC Charter exempt OTEC and its officers and directors from appliable corporate opportunity doctrines, OTEC and its officers and directors have nonetheless acted within the parameters of such applicable doctrines since OTEC’s inception, including during all activities related to the OTEC IPO and the Business Combination. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in our Existing OTEC Charter did not, to our knowledge, impact our search for an acquisition target or prevent us from reviewing any opportunities as a result of such waiver.

 

Further, Section 8.1 of the Existing OTEC Charter further states that a director of OTEC shall not be personally liable to OTEC or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless they violated their duty of loyalty to OTEC or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of OTEC under the Existing OTEC Charter in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

 

As noted above, OTEC has not adopted a policy that expressly prohibits its directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by OTEC or in any transaction to which OTEC is a party or has an interest. OTEC does not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by OTEC. Accordingly, such persons or entities may have a conflict between their interests and OTEC.

 

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which the officer or director has then-current fiduciary or contractual obligations, the officer or director will honor the officer or director’s fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under applicable law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

 

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We cannot assure you that any of the above mentioned conflicts would be resolved in our favor.

 

Upon consideration of all of these factors, the board of directors of OTEC concluded that the potential benefits that they expected OTEC and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the board of directors of OTEC unanimously determined that the Agreement and Plan of Merger, and Transactions and the Business Combination contemplated therein were advisable, fair to and in the best interests of OTEC and its stockholders. 

 

Q: When do you expect the Business Combination to be completed?

 

A: It is currently anticipated that the Business Combination will be consummated promptly following the OTEC special meeting, which is set for January 22, 2024, however, such meeting could be adjourned or postponed to a later date, as described above. The Closing is also subject to the approval of the holders of OTEC Common Stock and Regentis Ordinary Shares as well as other customary closing conditions (unless waived). For a description of the conditions for the completion of the Business Combination, see the section entitled “The Agreement and Plan of Merger — Conditions to Closing of the Transactions.”

 

Q: What do I need to do now?

 

A: OTEC urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or a warrant holder of OTEC. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q: When and where will the special meeting take place?

 

A: The special meeting will be held on January 22, 2024, at 10:30 a.m., Eastern Time, solely over the Internet by means of a live audio webcast. You may attend the special meeting webcast by accessing the web portal located at https://www.cstproxy.com/oceantechspac/2024   and following the instructions set forth below. Stockholders participating in the special meeting will be able to listen only and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the special meeting, virtual attendees will be able to vote via the web portal during the special meeting webcast and submit questions or comments to OTEC’s directors and officers during the special meeting. Stockholders may submit questions or comments during the meeting through the special meeting webcast by typing in the “Submit a question” box.

 

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Q: How do I attend the Special Meeting?

 

A: The special meeting will be held virtually. To register for and attend the special meeting, please follow these instructions as applicable to the nature of your ownership of OTEC Common Stock:

 

  Shares Held of Record. If you are a record holder, and you wish to attend the virtual special meeting, go to at https://www.cstproxy.com/oceantechspac/2024, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the special meeting, you will need to log back into the meeting site using your control number.
     
 

Shares Held in Street Name. If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you who wish to attend the virtual special meeting, you must obtain a legal proxy from the stockholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the special meeting. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. “Street” name holders should contact Continental Stock Transfer on or before January 15, 2024. 

 

Stockholders will also have the option to listen to the special meeting by telephone by calling:

 

  Within the U.S. and Canada: +1 800-450-7155 (toll-free)
     
  Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

 

The passcode for telephone access: Conference ID #8363010. You will not be able to vote or submit questions unless you register for and log in to the special meeting webcast as described above.  

 

Q: How do I vote?

 

A: If you are a holder of record of OTEC Common Stock on the Record Date, you may vote by virtually attending the special meeting and submitting a ballot via the special meeting webcast or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the virtual special meeting and vote through the web portal, obtain a legal proxy from your broker, bank or nominee.

 

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A: Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. The Business Combination Proposal, the Nasdaq Proposal, the Restated OTEC Charter Proposal, the Governance Proposals, the Equity Incentive Plan Proposal, the Election of Directors Proposal and the Adjournment Proposal are all non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to any of these proposals unless you provide voting instructions.

 

Q: May I change my vote after I have mailed my signed proxy card?

 

A: Yes. Stockholders of record may send a later-dated, signed proxy card to OTEC’s transfer agent at the address set forth below so that it is received prior to the vote at the special meeting or virtually attend the special meeting and submit a ballot through the web portal during the special meeting webcast. Stockholders of record also may revoke their proxy by sending a notice of revocation to OTEC’s transfer agent, which must be received prior to the vote at the special meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to virtually attend the special meeting and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

 

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Q: What constitutes a quorum for the special meeting?

 

A: A quorum is the minimum number of shares of OTEC Common Stock that must be present to hold a valid meeting. A quorum will be present at the OTEC special meeting if a majority of the voting power of the issued and outstanding shares of OTEC Common Stock entitled to vote at the meeting are represented at the virtual special meeting or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

 

Q: What stockholder vote thresholds are required for the approval of each proposal brought before the special meeting?

 

  Business Combination Proposal — Approval of the Business Combination Proposal will require the affirmative vote of holders of a majority of the shares of OTEC Class A Common Stock outstanding on the Record Date. Abstentions will have the effect of votes against the Business Combination Proposal. Brokers are not entitled to vote shares on the Business Combination Proposal absent voting instructions from the beneficial owner of those shares and, consequently, broker non-votes will have the effect of votes against the Business Combination Proposal. Pursuant to the Sponsor Support Agreement, the Sponsor Parties (as defined therein) agreed to vote, or cause to be voted, all of their OTEC securities, including the OTEC Class B Common Stock and Founder Shares, in person or by proxy (or duly and promptly execute and deliver, or cause to be delivered, an action by written consent) at the OTEC Special Meeting and any meeting of the stockholders of OTEC. See section entitled “Sponsor Support Agreement.” The Business Combination Proposal is one of the Condition Precedent Proposals and, therefore, adoption of the Business Combination Proposal is conditioned upon the approval and adoption of each of the Nasdaq Proposal, the Restated OTEC Charter Proposal, the Equity Incentive Plan Proposal and the Election of Directors Proposal – unless all five Condition Precedent Proposals are adopted, none of them will be adopted.
     
  Nasdaq Proposal — Approval of the Nasdaq Proposal will require the affirmative vote of holders of a majority of the OTEC Class A Common Stock and OTEC Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting together as a single class. Abstentions and broker non-votes will have no effect on approval of the Nasdaq Proposal. The Nasdaq Proposal is one of the Condition Precedent Proposals and, therefore, adoption of the Nasdaq Proposal is conditioned upon the approval and adoption of each of the Business Combination Proposal, the Restated OTEC Charter Proposal, the Equity Incentive Plan Proposal and the Election of Directors Proposal – unless all five Condition Precedent Proposals are adopted, none of them will be adopted.
     
  Restated OTEC Charter Proposal — Approval of the Restated OTEC Charter Proposal will require the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding and entitled to vote thereon, voting separately as a single class, (ii) the holders of a majority of the OTEC Class A Common Stock then outstanding and entitled to vote thereon, voting separately as a single class and (iii) the holders of a majority of the OTEC Class A Common Stock and OTEC Class B Common Stock then outstanding and entitled to vote thereon, voting together as a single class. Abstentions will have the effect of votes against the Restated OTEC Charter Proposal. Brokers are not entitled to vote shares on the Restated OTEC Charter Proposal absent voting instructions from the beneficial owner of those shares and, consequently, broker non-votes will have the effect of votes against the Restated OTEC Charter Proposal. The Restated OTEC Charter Proposal is one of the Condition Precedent Proposals and, therefore, adoption of the OTEC Charter Proposal is conditioned upon the approval and adoption of each of the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal  and the Election of Directors Proposal – unless all five Condition Precedent Proposals are adopted, none of them will be adopted.
   
  Governance Proposals – Approval of the Governance Proposals (on a nonbinding advisory basis) will require the affirmative vote of a majority of the votes cast by holders of the OTEC Class A Common Stock and OTEC Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting together as a single class, is required to approve the Governance Proposals. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the special meeting, as well as an abstention from voting and a broker non-vote with regard to the Governance Proposals, will have no effect on the Governance Proposals. The Business Combination is not conditioned on the approval of the Governance Proposals. If the Business Combination Proposal is not approved, the Governance Proposals will not be presented to the stockholders for a vote and is not conditioned upon adoption of any of the other proposals.

 

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  Equity Incentive Plan Proposal — Approval of the Equity Incentive Plan Proposal will require the affirmative vote of the holders of a majority of the OTEC Class A Common Stock and OTEC Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting together as a single class. Abstentions and broker non-votes will have no effect on approval of the Equity Incentive Plan Proposal. The Equity Incentive Plan Proposal is one of the Condition Precedent Proposals and, therefore, adoption of the Equity Incentive Plan Proposal is conditioned upon the approval and adoption of each of the Business Combination Proposal, the Nasdaq Proposal, the Restated OTEC Charter Proposal and the Election of Directors Proposal – unless all five Condition Precedent Proposals are adopted, none of them will be adopted.
     
  Election of Directors Proposal — Approval of the Election of Directors Proposal will require the holders of a plurality of the outstanding OTEC Class A Common Stock and OTEC Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting together as a single class, subject to the rights of the holders of any preferred stock, voting separately by class or series, to elect directors pursuant to the terms thereof. This means that a director nominee will be elected if such director receives more affirmative votes than any other nominee for the same position. Abstentions and broker non-votes will have no effect on approval of the Election of Directors Proposal. The Election of Directors Proposal is one of the Condition Precedent Proposals and, therefore, adoption of the Election of Directors Proposal is conditioned upon the approval and adoption of each of the Business Combination Proposal, the Nasdaq Proposal, the Restated OTEC Charter Proposal and the Equity Incentive Plan Proposal – unless all five Condition Precedent Proposals are adopted, none of them will be adopted.
     
  Adjournment Proposal — Approval of the Adjournment Proposal will require the affirmative vote (in person or by proxy) of the holders of a majority of the OTEC Class A Common Stock and OTEC Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting together as a single class for Adoption of the Adjournment Proposal, and is not conditioned upon adoption of any of the other proposals.

  

Q: What happens if I fail to take any action with respect to the special meeting?

 

A: If you fail to take any action with respect to the meeting and the Business Combination is approved by the OTEC stockholders and consummated, you will remain a stockholder and/or warrant holder of OTEC with Regentis being a wholly-owned subsidiary of OTEC.

 

If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of OTEC, as applicable, and OTEC will continue to search for another target business with which to complete a Business Combination. If OTEC does not complete the Business Combination with Regentis and Merger Sub, or another Business Combination by June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended to such later date as may be approved by OTEC’s stockholders in an amendment to the Existing OTEC Charter), OTEC must cease all operations except for the purpose of winding up, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of interest of not more than $100,000 that may be used by the Company to pay income taxes or other taxes and other dissolution expenses), and as promptly as reasonably possible following such redemption, subject to the approval of OTEC’s remaining stockholders and its board of directors, dissolve and liquidate.

 

Q: What should I do with my share and/or warrant certificates?

 

A: Warrant holders and those stockholders who do not elect to have their shares of OTEC Common Stock redeemed for a pro rata share of the Trust Account should wait for instructions from OTEC’s transfer agent regarding what to do with their certificates. OTEC stockholders who exercise their redemption rights must deliver their share certificates to OTEC’s transfer agent (either physically or electronically) no later than two (2) business days prior to the special meeting as described above. Upon consummation of the Transactions, the OTEC warrants, by their terms, will entitle holders to purchase shares of Regentis. Therefore, warrant holders need not deliver their warrants to OTEC or Regentis at that time.

 

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Q: What should I do if I receive more than one set of voting materials?

 

A: Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of OTEC Common Stock.

 

Q: Who can help answer my questions?

 

A: If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitor below.

 

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201

Jericho, NY 11753

Telephone No.: (855) 414-2266

Email: OceanTech@laurelhill.com

 

You may also contact us at:

 

OceanTech Acquisitions I Corp.

515 Madison Avenue, Suite 8133

New York, New York 10022

Attn: Surendra Ajjarapu

Telephone No.: (929) 412-1272

 

You may also obtain additional information about OTEC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to OTEC’s transfer agent at the address below at least two (2) business days prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

 

Continental Stock Transfer & Trust Company

1 State Street — 30th Floor

New York, New York 10004 

Attn: Francis Wolf 

Email: fwolf@continentalstock.com

 

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SUMMARY

 

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You should carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus, including the annexes, to fully understand the Agreement and Plan of Merger, the Business Combination and the other matters being considered at the special meeting of OTEC stockholders. For additional information, see “Where You Can Find More Information” beginning on page 275. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

 

The Parties to the Business Combination

 

Regentis Biomaterials Ltd. (page 184)

 

Regentis a regenerative medicine, clinical stage development company dedicated to developing innovative tissue repair solutions that seek to restore the health and enhance the quality of the life of patients. Regentis’ current efforts are focused on orthopedic treatments using our Gelrin platform based on degradable hydrogel implants to regenerate damaged or diseased tissue. Gelrin is a unique hydrogel matrix of polyethylene glycol diacrylate (a polymer involved in tissue engineering) and denatured fibrinogen (a biologically inactivated protein that normally has a role in blood clotting). Regentis’ lead product candidate is GelrinC, a cell-free, off-the-shelf hydrogel that is cured into an implant in the knee for the treatment of painful injuries to articular knee cartilage. GelrinC was approved as a device, with a Conformité Européene, or CE, mark in Europe, in 2017 following a European clinical study carried out on 56 patients. Using its European approval, Regentis plans to identify strategic partners in Europe to bring its product to market. While Regentis currently does not have any strategic partners in place in Europe, Regentis plans to engage strategic partners in Europe in the future.

 

Before Regentis can market GelrinC in the United States, it must first receive premarket approval from the FDA. Based on the results of Regentis’ pilot study in Northern Europe, the FDA has granted Regentis an investigational device exemption for its pivotal trial, permitting premarket approval submission with two-year follow up data of 80 patients, with an additional 40 patients to be treated thereafter. The pivotal trial currently being conducted in the United States and Europe under the FDA sanctioned protocol, is an open label study, with one arm only (treatment), using Regentis’ own historical control (microfracture). So far, Regentis has treated 47 patients out of the 80 initial patients, and Regentis is seeking funding to complete the pivotal trial for the remaining patients in order to submit its premarketing approval submission for FDA approval. The patients already treated have completed their required two-year follow up. Regentis annually reports to the FDA for the study status under the investigational device exemption. 

 

With GelrinC, Regentis aims to bring to market a product for the therapy of an unmet need for the large market of cartilage injuries in the knee. Because GelrinC serves as an impenetrable barrier that stops cells from migrating away from the wound’s edges, Regentis believes that its product is the only product that helps to regenerate cartilage inwards from the edges of the cell walls. Creating new contiguous tissue is not the natural, lowest energy, alternative for cartilage cells. If such cells were left alone, they would tend to migrate and either not create new cartilage tissue or create cartilage tissue that is fibrotic (containing an excessive deposition of extracellular matrix, leading gradually to the disturbance and finally to loss of the original tissue architecture and function). By GelrinC creating such impenetrable barrier and thereby preventing the migration of the cells, the cells are forced to take a different route of creating aggregate and contiguous tissue. Unlike GelrinC, cellular products used by competing companies require a plug of two layers of which the lower layer is a mineral scaffold, which is a foreign body material that has been engineered to be inserted into the bone tissue even though the bone is often healthy. Additionally, GelrinC does not have any biological activity. As a result, Regentis believes that its product offers an effective, simple and economic procedure, which Regentis believes will allow patients to recover quickly with potentially long-term efficacy outcomes.

 

Regentis has incurred losses from operations since its inception in 2004, resulting in an accumulated deficit of approximately $46.1 million as of September 30, 2023. Regentis anticipates that it will continue to incur net losses for the foreseeable future as its operating expenses and capital expenditures increase substantially due to its continued investment in its research and development activities and as it hires additional employees over the coming years and as a result of the additional costs associated with operating as a public company. 

 

The mailing address of Regentis’ principal executive office is Regentis Biomaterials Ltd., 12 Ha’ilan Street, Northern Industrial Zone, P.O. Box 260, Or-Akiva 3060000, Israel, and its telephone number is +972.4.6265502.

 

OceanTech Acquisitions I Corp. (page 183)

 

OTEC was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. OTEC was incorporated under the laws of the State of Delaware on February 3, 2021, and the Amended and Restated Certificate of Incorporation filed on May 27, 2021.

 

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On June 2, 2021, OTEC consummated the OTEC IPO of Units, with each Unit consisting of one share of its OTEC Class A Common Stock and one OTEC warrant, raising total gross proceeds of approximately $100,000,000. Simultaneously with the closing of the OTEC IPO, OTEC consummated the sale of 4,571,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement to its Initial Sponsor and Maxim, generating gross proceeds of $4,571,000. Approximately $101.0 million of the net proceeds of the OTEC IPO and sale of Private Placement Warrants in the aggregate, were placed in a Trust Account (the “Trust Account”) established for the benefit of OTEC’s public stockholders. On June 17, 2021, Maxim partially exercised the over-allotment option and purchased an addition 326,000 Units and OTEC simultaneously consummated a private sale of an additional 97,800 Private Placement Warrants, as a result of which an additional $3,292,600 of the net proceeds was deposited in the Trust Account.

 

On November 29, 2022, OTEC held the Extension Meeting 1, at which stockholders voted upon, among other items, an extension proposal, approving the Amendment to the Amended and Restated Certificate of Incorporation to extend the date by which OTEC must consummate the initial business combination from December 2, 2022 to June 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended), and the amendment to the Trust Agreement to correspondingly extend the Business Combination Deadline and update certain defined terms. In connection with such Extension Meeting 1, stockholders redeemed 8,477,497 shares of OTEC Common Stock for a pro rata portion of the funds in the Trust Account, resulting in approximately $87,541,322 ($10.32 per share) being removed from the Trust Account to pay such holders. On December 1, 2022, OTEC issued a press release announcing the extension, and filed a Current Report on Form 8-K with the SEC.

  

Following such Extension Redemption 1, OTEC had approximately $20 million left in its Trust Account. In no event will OTEC redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Agreement and Plan of Merger. Following the Extension Redemption 1, OTEC’s remaining shares of OTEC Class A Common Stock outstanding were 1,848,503.

 

On May 30, 2023, OTEC held the Extension Meeting 2, at which stockholders voted upon, among other items, an extension proposal, approving the Second Amendment to the Amended and Restated Certificate of Incorporation to extend the date by which OTEC must consummate the initial business combination or merger from June 2, 2023 to June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended), and the amendment to the Trust Agreement to correspondingly extend the Business Combination Deadline and update certain defined terms. In connection with such Extension Meeting 2, the Extension Payment 2 was agreed upon and stockholders redeemed 1,035,788 shares of OTEC Common Stock for a pro rata portion of the funds in the Trust Account, resulting in $11,233,821 ($10.84 per share) being removed from the Trust Account to pay such holders. On May 30, 2023, OTEC issued a press release announcing the extension, and filed a Current Report on Form 8-K with the SEC.

 

Following such Extension Redemption 2, OTEC had $8,814,443 left in its Trust Account. In no event will OTEC redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Agreement and Plan of Merger. Following the Extension Redemption 2, OTEC’s remaining shares of OTEC Class A Common Stock outstanding were 812,715.

 

OTEC’s Units, the OTEC Class A Common Stock and the OTEC warrants are listed on the Nasdaq under the symbols OTECU, OTEC and OTECW, respectively. The mailing address of OTEC’s principal executive office is OceanTech Acquisitions I Corp., 515 Madison Avenue, 8th Floor – Suite 8133, New York, New York 10022, and its telephone number is (929) 412-1272.

 

R.B. Merger Sub Ltd. (page 184)

 

R.B. Merger Sub Ltd. is a newly formed Israeli company and a wholly-owned subsidiary of OTEC. Merger Sub was formed solely for the purpose of effecting the Transactions and has not carried on any activities other than those in connection with the Transactions. The address and telephone number for Merger Sub’s principal executive offices are the same as those for Regentis.

 

The Agreement and Plan of Merger (page 169)

 

The terms and conditions of the merger of Merger Sub with and into Regentis, with Regentis surviving the merger as a wholly-owned subsidiary of OTEC are contained in the Agreement and Plan of Merger, which is attached as Annex A to this proxy statement/prospectus. For more information about the Transactions, please see the section entitled “Proposal One – The Business Combination Proposal”. A copy of the Agreement and Plan of Merger is attached to this proxy statement/prospectus as Annex A and is incorporated herein by reference. We encourage you to read the Agreement and Plan of Merger carefully, as it is the legal document that governs the Business Combination.

  

Pro Forma Capitalization

 

The pro forma equity valuation of the Post-Closing Company upon consummation of the Transactions is estimated to be approximately $133,612,915, assuming no redemptions. 

 

Merger Consideration

  

The Agreement and Plan of Merger provides that all of the issued and outstanding capital stock of Regentis, par value NIS 0.01 (the “Regentis Ordinary Shares”) immediately prior to the Effective Time will no longer be outstanding and will automatically be cancelled and cease to exist in exchange for the right for each of Regentis’ shareholders to receive its Pro Rata Share of the Merger Consideration, and all of the stock options of Regentis, whether vested or unvested, will be cancelled and will, automatically and without any action required on the part of any holder or beneficiary thereof, be assumed by OTEC and converted into an option to purchase shares of OTEC Common Stock, par value $0.0001, without interest, upon delivery of the Transmittal Documents in accordance with the Agreement and Plan of Merger.

 

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Additionally, Sponsor will be entitled to receive at Closing from OTEC, one share of OTEC Common Stock for each dollar that Sponsor contributes to the Trust Account as part of exercising the option, pursuant to the Existing OTEC Charter, to extend OTEC’s Business Combination Deadline to consummate an initial business combination (each an “Extension Option”).

 

The table below illustrates the varying ownership levels in the Post-Closing Company Common Stock immediately following the consummation of the Business Combination. The maximum redemption scenario represents the maximum number of shares of Post-Closing Company Common Stock that may be redeemed while still satisfying the Closing Cash Condition (unless waived).

 

          Share Ownership  in Post-Closing Company***        
   

Assuming No

Redemptions

   

Assuming 25%

Redemptions

   

Assuming 50%

Redemptions

   

Assuming 75%

Redemptions

   

Assuming Maximum

Redemptions

 
Percentage Share Ownership in Post-Closing Company                                        
Sponsor Stockholders     22.4 %     22.8 %     23.2 %     23.6 %     24.0 %
OTEC Redeemable Stockholders     6.8 %     5.2 %     3.5 %     1.8 %     0.0 %
Regentis Shareholders     64.6 %     65.7 %     66.9 %     68.0 %     69.3 %
Loan Grant Shares*     6.3 %     6.4 %     6.5 %     6.6 %     6.7 %
Value of the Shares Owned by Non-Redeeming Shareholders**    $ 9,053,645     $ 6,790,234     $ 4,526,823     $ 2,263,411     $

 
Total Shares Outstanding Excluding Warrants**     11,993,978       11,790,799       11,587,621       11,384,442       11,181,263  
Total Equity Value Post-Redemptions**   $ 133,612,915     $ 131,349,504     $ 129,086,092     $ 126,822,681     $ 124,559,270  

Non-redeeming Shareholders

Value per Share

  $ 11.14     $ 11.14     $ 11.14     $ 11.14     $ 11.14  
Effective Underwriting Fee     40.0 %     53.2 %     79.8 %     159.7 %     %

 

* This assumes the shares issuable to a third party in relation to a working capital bridge loan have been issued.
** The total equity value of the Post-Closing Company was determined by multiplying the OTEC Common Stock closing price of $11.14 per share on December 14, 2023 by the number of outstanding shares at the Closing of the Business Combination in each of the five redemption scenarios.
*** Under each of these scenarios, absent a PIPE Investment or other investment capital for expenses at the Closing, the Business Combination would not close as there would not be sufficient funds remaining in the Trust Account to settle the OTEC Transaction Expenses and the Regentis Transaction Expenses. This table does not reflect closing adjustments to the merger consideration required by the terms of the Merger Agreement, including minimum capital requirements and transaction expenses.

 

In addition, the following table illustrates varying ownership levels in the Post-Closing Company Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public stockholders, on a fully diluted basis, showing full exercise and conversion of all securities expected to be outstanding as of the Closing of the Business Combination, including (i) public warrants and the private placement warrants, and (ii) any outstanding securities of the Post-Closing Company.

 

    Assuming No Redemption     Assuming 25% Redemption     Assuming 50% Redemption     Assuming 75% Redemption     Assuming 100% Redemption  
    Ownership in Shares     Equity %     Ownership in Shares     Equity %     Ownership in shares     Equity %     Ownership in shares     Equity %     Ownership in shares   Equity %  
Additional  Dilution Sources                                                                            
Earnout Shares*     1,750,000       5.2 %     1,750,000       5.2 %     1,750,000       5.2 %     1,750,000       5.3 %     1,750,000   5.3 %
Extension Warrants     1,548,900       4.6 %     1,548,900       4.6 %     1,548,900       4.6 %     1,548,900       4.7 %     1,548,900   4.7 %
Public Warrants     10,326,000       30.4 %     10,326,000       30.6 %     10,326,000       30.8 %     10,326,000       31.1 %     10,326,000   31.3 %
Private Placement Warrants     4,668,800       13.8 %     4,668,800       13.9 %     4,668,800       13.9 %     4,668,800       14.0 %     4,668,800   14.1 %
Assumed Options     173,627       0.5 %     173,627       0.5 %     173,627       0.5 %     173,627       0.5 %     173,627   0.5 %
New RSUs     958,161        2.8 %     958,161       2.8 %     958,161       2.9 %     958,161       2.9 %     958,161   2.9 %
Regentis Warrants Converted to OTEC Warrants     721,808       2.1 %     721,808       2.1 %     721,808       2.2 %     721,808       2.2 %     721,808   2.2 %
Equity  Incentive Plan     1,799,097       5.3 %     1,768,620       5.2 %     1,738,143       5.2 %     1,707,666       5.1 %     1,677,189   5.1 %
Total Additional Dilution Sources     21,946,393       64.7 %     21,915,916       65.0 %     21,885,439       65.4 %     21,854,962       65.8 %     21,824,485   66.1 %
OTEC Public Stockholders     812,715       2.4 %     609,536       1.8 %     406,358       1.2 %     203,179       0.6 %     0   0 %
Regentis’ Ownership Interest Assuming Exercise of RSUs, Options and Warrants*     9,600,000       28.3 %     9,600,000       28.5 %     9,600,000       28.7 %     9,600,000       28.9 %     9,600,000   29.1 %
Sponsor’s Ownership Interest Assuming Exercise of RSUs, Options and Warrants**     8,202,500       24.2 %     8,202,500       24.3 %     8,202,500       24.5 %     8,202,500       24.7 %     8,202,500   24.9 %
Total Fully Diluted Shares     33,940,371               33,706,715               33,473,060               33,639,404               33,005,748      
Fully Diluted Value/Share   $ 3.93             $ 3.95             $ 3.98             $ 4.01             $ 4.04      

 

* Includes 7,746,404 shares owned by current Regentis shareholders and as excerpted above, 173,627 shares pursuant to assumed options, 958,161 shares pursuant to new Regentis RSUs, and 721,808 shares pursuant to Regentis warrants converted to OTEC warrants.

** Includes 2,581,500 shares currently outstanding and as excerpted above, 1,750,000 Earnout Shares and 3,871,000 of the Private Placement Warrants. 

 

As indicated above, the percentage of the total number of outstanding shares of Post-Closing Company Common Stock that will be owned by OTEC’s public stockholders as a group and by the other holders presented in the tables will vary based on the number of public shares for which the holders thereof request redemption in connection with the Business Combination and the number of shares of Post-Closing Company Common Stock issued in any PIPE Investment. The tables above illustrate varying ownership levels in the Post-Closing Company, as well as possible sources and extents of dilution for non-redeeming public stockholders, excluding such PIPE Investment. As such, all of the scenarios assume that no additional capital is contributed and that the Trust Account funds are the only source of capital. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by OTEC’s existing stockholders in the Post-Closing Company will be different.

 

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Additionally, at the Effective Time, each option to purchase shares of Regentis Ordinary Shares that is outstanding under any Regentis Equity Plan immediately before the Effective Time, whether vested or unvested, will automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by the OTEC and converted into an option to purchase shares of the OTEC Common Stock (each, a “Converted Option”). Each Converted Option shall continue to have and be subject to substantially the same terms and conditions as were applicable to such immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions), except that (i) each Converted Option shall be exercisable for that number of shares of OTEC Common Stock equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Regentis Ordinary Shares subject to the Regentis Option immediately before the Effective Time and (B) the Equity Award Exchange Ratio; and (ii) the per share exercise price for each share of OTEC Common Stock issuable upon exercise of the Converted Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Regentis Ordinary Shares of such Regentis Option immediately before the Effective Time by (B) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of OTEC Common Stock purchasable under each Converted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any Regentis Option to which Section 422 of the Code applies, the exercise price and the number of shares of OTEC Common Stock purchasable under such Converted Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code. As soon as practicable after the Effective Time, OTEC shall deliver to the holders of the Converted Options appropriate notices setting forth the effect of the Business Combination on such holders’ rights and describing the treatment of such awards in accordance with the Merger Agreement. At the Effective Time, OTEC shall assume the Regentis Equity Plans, provided that all references to “Company” in the applicable Regentis Equity Plan and the documents governing the Converted Options after the Effective time will be deemed references to OTEC and the number of shares of OTEC Common Stock available for awards under the Regentis Equity Plans shall be determined by adjusting the number of shares of Regentis Ordinary Shares available for awards under the Regentis Equity Plans immediately before the Effective Time in accordance with the Equity Award Exchange Ratio.

 

Conditions to Consummation of the Business Combination

 

The consummation of the Business Combination is subject to various conditions, including the following mutual conditions of the parties (unless waived by all of the parties):

 

  Approval by OTEC’s stockholders.
  Approval by Regentis’ shareholders.
  Expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Business Combination under any antitrust laws.
  Obtaining all consents required from or made with any governmental authority in order to consummate the Business Combination.
  No governmental authority will have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or order that is then in effect and which has the effect of making the transactions or agreements contemplated by the Merger Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by the Merger Agreement.
  Election or appointment of the members of the post-Closing OTEC board of directors pursuant to the terms set forth in the Merger Agreement.
  Effectiveness of the registration statement of which this proxy statement/prospectus forms a part. No stop order or similar order shall be in effect with respect to the registration statement.

 

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  Approval, subject to official notice of issuance, of OTEC’s listing application with Nasdaq in connection with the Transactions and the Merger Consideration.
  Israeli statutory waiting periods will have elapsed (50 days will have elapsed after the filing of the Merger Proposal with the Companies Registrar and 30 days will have elapsed after the approval of the Merger by Regentis’ shareholders at the Regentis shareholders’ meeting).
  Obtaining the 103K Tax Ruling.

 

In addition, unless waived by Regentis, the obligations of Regentis to consummate the Business Combination are subject to the satisfaction of the following Closing conditions:

 

  The representations and warranties of OTEC will be true and correct subject to the materiality standards contained in the Merger Agreement.
  OTEC will have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Merger Agreement.
  No material adverse effect will have occurred with respect to OTEC.
  The Available Closing OTEC Cash shall be equal to or greater than $6,000,000 (after payment of expenses).
  OTEC will have submitted to the Israeli Ministry of Economy a written undertaking to be bound by and to comply with the provisions of the Innovation Law that Purchaser is required to execute and deliver to the IIA in connection with the Merger.
  OTEC will have delivered to Regentis the following Closing deliverables:
     
    Officer’s certificate certifying as to the satisfaction of OTEC’s Closing conditions.
    Registration Rights Agreement duly executed by Sponsor.
    Lock-Up Agreement duly executed by OTEC.

  

Unless waived by OTEC, the obligations of OTEC and the Merger Sub to consummate the Business Combination are subject to the satisfaction of the following Closing conditions:

 

  The representations and warranties of Regentis will be true and correct subject to the materiality standards contained in the Merger Agreement.
  Regentis will have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Merger Agreement.
  No material adverse effect will have occurred with respect to Regentis or its subsidiaries.
  Regentis will have delivered to OTEC the following Closing deliverables:

 

  Officer’s certificate certifying as to the satisfaction of Regentis’ Closing conditions.
  Regentis’ secretary certificate certifying as to the validity and effectiveness of, and attaching, (A) copies of its organizational documents as in effect as of the Closing Date, (B) the resolutions of its board of directors authorizing and approving the execution, delivery and performance of the Merger Agreement and each Ancillary Document to which it is a party or bound, and the consummation of the Transactions, (C) the resolutions of the shareholders as to approval of the Required Company Shareholders Approval (as defined in the Merger Agreement), and (D) the incumbency of its officers authorized to execute the Merger Agreement or any Ancillary Document to which it is or is required to be a party.
  Regentis’ certificate of good standing.
  Deliver to OTEC of the 103K Tax Ruling.
  Submit, at least fourteen (14) days prior to the Closing, the IIA Notice.
  Registration Rights Agreement duly executed by Regentis and certain Regentis’ shareholders.
  Lock-Up Agreement duly executed by certain Regentis’ shareholders.

 

Termination Provisions

 

The Agreement and Plan of Merger may be terminated at any time prior to the Closing of the Business Combination as follows:

 

  by mutual written consent of OTEC and Regentis;
     
  by written notice by OTEC or Regentis if any of the conditions to Closing summarized above have not been satisfied or waived by September 30, 2023 (the “Outside Date”); provided, however, that the right to terminate the Agreement and Plan of Merger shall not be available to a party if the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Agreement and Plan of Merger was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

  

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  by written notice by either OTEC or Regentis if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such Order or other action has become final and non-appealable;
     
  by written notice by Regentis to OTEC, if (i) there has been a breach by OTEC of any of its representations, warranties, covenants or agreements contained in the Agreement and Plan of Merger, or if any representation or warranty of OTEC shall have become untrue or inaccurate, in any case, which would result in a failure of a Closing condition by OTEC set forth in the Agreement and Plan of Merger to be satisfied (treating the Closing Date for such purposes as the date of the Agreement and Plan of Merger or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within 20 days after written notice of such breach or inaccuracy is provided to OTEC by Regentis;
     
  by written notice by OTEC to Regentis, if (x)(i) there has been a breach by Regentis of any of their respective representations, warranties, covenants or agreements contained in the Agreement and Plan of Merger, or if any representation or warranty of Regentis shall have become untrue or inaccurate, in any case, which would result in a failure of a Closing condition by Regentis set forth in the Agreement and Plan of Merger to be satisfied (treating the Closing Date for such purposes as the date of the Agreement and Plan of Merger or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within 20 days after written notice of such breach or inaccuracy is provided to Regentis by OTEC; or (y) in the reasonable opinion of OTEC, acting in good faith, there is a material adverse difference in Regentis’ consolidated net loss or comprehensive loss, working capital, shareholders’ equity or cash flows from operations either individually or on an aggregate basis, (i) between those set forth on the audited financials and those set forth on the draft audited financials or (ii) between those set forth on the interim financials and those set forth on the draft interim financials;
     
  by written notice by OTEC to Regentis, if there shall have been a material adverse effect on Regentis or its subsidiaries on a consolidated basis following the date of the Agreement and Plan of Merger; or

 

by written notice by either OTEC or Regentis to the other party if the required OTEC stockholder approval or the required Regentis shareholder approval was not obtained.

 

Agreements Entered Into or to be Entered Into in Connection with the Agreement and Plan of Merger (page 177)

 

PIPE Subscription Agreements

 

The Agreement and Plan of Merger permits OTEC and Regentis to enter into and consummate subscription agreements in form and substance mutually acceptable in good faith to OTEC and Regentis (each, a “Subscription Agreement”) among investors (the “PIPE Investors”) and either OTEC or Regentis or both OTEC and Regentis in connection with one or more private placements in OTEC and/or Regentis, to purchase Regentis Ordinary Shares and/or OTEC Class A Common Stock, in each instance, to be consummated immediately prior to the Effective Time subject to the condition that the Closing occurs (a “PIPE Investment”). OTEC shall cause Sponsor to use its reasonable best efforts to raise the PIPE Investment, including causing Sponsor to utilize its shares of OTEC Class B Common Stock and/or OTEC private warrants held by Sponsor in connection with such effort, and assist as required and necessary with creative strategies to raise the PIPE Investment, including providing downward price protection to the PIPE Investors in connection with the PIPE Investment.  

 

As of the date of this proxy statement/prospectus, neither OTEC nor Regentis has received any PIPE Investment subscriptions.

 

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Voting Agreement

 

Concurrently with the execution and delivery of the Merger Agreement, OTEC, Regentis and certain shareholders of Regentis entered into a voting agreement, the form of which is Exhibit C to Annex A (the “Voting Agreement”), pursuant to which, among other things, such Regentis’ shareholders agreed to (i) vote, in person or by proxy, at any meeting of the stockholders of Regentis (or any adjournment or postponement thereof), and in any action by written consent of the stockholders’ of Regentis, their shares (a) in favor of the approval and adoption of the Merger Agreement, the Transactions, and any Ancillary Document requiring stockholders’ approval, the forms for which are attached as exhibits to the Merger Agreement; and (b) against any acquisition proposal and any and all other proposals that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Regentis under the Agreement and Plan of Merger; and (ii) not to transfer, assign, or sell their respective shares, except to certain permitted transferees, prior to the consummation of the Transactions.

 

Sponsor Support Agreement

 

As of May 2, 2023, (a) Sponsor owned beneficially and of record 5,869,880 Private Placement Warrants and 2,581,500 shares of OTEC Class B Common Stock (all such shares of OTEC Common Stock (i) underlying the Private Placement Warrants, (ii) currently owned of record and/or (iii) of which ownership of record or the power to vote is hereafter acquired by Sponsor prior to the termination of the Sponsor Support Agreement (as defined below) being referred to therein as the “Sponsor Shares”), and (b) certain officers and directors of OTEC (the “Insiders” and together with the Sponsor, the “Sponsor Parties”) who owned beneficially and of record shares of OTEC Common Stock set forth opposite such Insider’s name on Exhibit A of the Sponsor Support Agreement.

 

To induce Regentis and OTEC to enter into the Merger Agreement, Sponsor, Insiders and OTEC, concurrently with the execution of the Merger Agreement, entered into a sponsor support agreement in the form of Exhibit A to Annex A (the “Sponsor Support Agreement”) whereby, among other things, Sponsor and Insiders agreed to vote, or cause to be voted, all of their OTEC securities in person or by proxy (or duly and promptly execute and deliver, or cause to be delivered, an action by written consent) at the OTEC Special Meeting and any meeting of the stockholders of OTEC, and in any action by written consent of the stockholders of OTEC in favor of the approval of the Transactions and certain other matters being presented to the stockholders of OTEC in connection therewith, including in favor of the approval and adoption of the Equity Incentive Plan, and for the appointment and designation of the post-Closing OTEC board of directors. The Sponsor Parties also agreed not to transfer (subject to limited exceptions), grant a proxy over or otherwise encumber their OTEC’s securities, and to waive their redemption and anti-dilution rights and any other right it may hold to convert all or any portion of any outstanding loan advanced to OTEC (including Working Capital Loans, except for funds deposited by Sponsor in the Trust Account in connection with the Extension Option) at any time prior to or at the Closing into OTEC Common Stock or into OTEC private warrants. Additionally, the Sponsor agreed to use its reasonable best efforts to minimize the amount of funds in the Trust Account paid to the stockholders of OTEC in connection with any redemption by public stockholders of their public shares, including utilizing the Sponsor’s OTEC Class B Common Stock and the Sponsor’s Private Placement Warrants in connection with such effort by transferring or forfeiting such shares and/or warrants. Sponsor also agreed to use its reasonable best efforts to raise the PIPE Investment and assist OTEC and Regentis as required and necessary with creative strategies to raise the PIPE Investment.

 

Furthermore, in the event OTEC’s Transaction Expenses exceed the OTEC Transaction Expenses Cap, Sponsor agreed to pay to OTEC an amount of cash equal to such excess. In accordance with the Merger Agreement, Sponsor will be entitled to receive one share of OTEC Common Stock for each dollar deposited into the Trust Account in connection with the exercise of any Extension Option. The parties agreed that any such deposit made by Sponsor would be considered as a loan to Regentis, as the surviving company after the Business Combination, and any such loans will be interest bearing and payable by Regentis, as the surviving company after the Business Combination, at Closing. Additionally, each Sponsor Party agreed to comply with its obligations, covenants, and agreements set forth in that certain Letter Agreement, dated as of May 27, 2021.

 

In addition, pursuant to the Sponsor Support Agreement, the Sponsor also has a contingent right to receive up to an aggregate maximum of 1,750,000 shares of OTEC Class A Common Stock, subject to adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted (the “Earnout Shares”), as additional consideration from OTEC based on the post-Closing performance of the OTEC Class A Common Stock, as follows:

 

(a)If the volume-weighted average price (“VWAP”) of the OTEC Class A Common Stock equals or exceeds $15.00 per share for 20 out of any 30 consecutive trading days during the period beginning on the Closing Date and ending on the 12-month anniversary of the Closing Date, then OTEC will issue to the Sponsor 750,000 Earnout Shares.

 

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(b)If the VWAP of the OTEC Class A Common Stock equals or exceeds $17.50 per share for 20 out of any 30 consecutive trading days during the period beginning the day following the 12-month anniversary of the Closing Date and ending on the 24-month anniversary of the Closing Date, then OTEC will issue to the Sponsor 500,000 Earnout Shares.

 

(c)If the VWAP of the OTEC Class A Common Stock equals or exceeds $20.00 per share for 20 out of any 30 consecutive Trading Days during the period beginning the day following the 24-month anniversary of the Closing Date and ending on the 36-month anniversary of the Closing Date, then OTEC will issue to the Sponsor 500,000 Earnout Shares.

 

Lock-Up Agreements

 

As promptly as practicable after the execution and delivery of the Agreement and Plan of Merger, Regentis, OTEC and certain shareholders of Regentis agreed to enter into a lock-up agreement in substantially the form attached as Exhibit B to Annex A hereto (the “Lock-Up Agreements”), pursuant to which, among other things, the Regentis shareholders party thereto have agreed during the lock-up period specified therein not to engage in any of the following activities: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers set forth in the Lock-Up Agreement). The lock-up period specified in such Lock-Up Agreements extends from the Closing Date until the earlier of (x) the date that is 180 days after the date of the Closing, (y) the date on which the closing price of the OTEC Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing 150 days after the Closing, and (z) the date after the Closing on which Regentis consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Regentis’ shareholders having the right to exchange their OTEC Class A Common Stock for cash, securities or other property.

 

Registration Rights Agreement

 

At Closing, OTEC, Sponsor and certain shareholders of Regentis will enter into a registration rights agreement in substantially the form attached as Exhibit D to Annex A hereto (the “Registration Rights Agreement”), pursuant to which, among other things, OTEC will be obligated to file a registration statement to register the resale, pursuant to Rule 415 under the Securities Act, of certain securities of the Post-Closing Company held by the parties thereto. The Registration Rights Agreement will also provide certain shareholders of Regentis and the Sponsor with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Sponsor and such holders will be granted certain customary registration rights, demand rights and piggyback rights with respect to their respective shares of the Post-Closing Company Common Stock. In particular, the Registration Rights Agreement provides, among other things, for the following registration rights:

 

Shelf registration rights. The Post-Closing Company is required to use commercially reasonable efforts to file within 30 days after the Closing Date but in any event within 60 days after the Closing Date, a shelf registration statement on Form S-1 or Form S-3, covering the resale of all registrable securities and use commercially reasonable best efforts to cause such registration statement to be declared effective as soon as possible after the initial filing thereof, but in no event later than the earlier of 60 business days after the initial filing date (or 150 days after the initial filing thereof if the SEC notifies the Post-Closing Company that it will review the filing) and three business days after the SEC notifies the Post-Closing Company that it will not review such shelf registration, if applicable.

Demand registration rights. Subject to certain exceptions, at any time an effective shelf registration statement is on file with the SEC, one or more holders may request to sell all or any portion of its registrable securities in an underwritten offering that is registered pursuant to the shelf registration, subject to a minimum offering price (including piggyback securities and before deduction of underwriting discounts) of $50.0 million, subject to reduction under certain circumstances. The Post-Closing Company will have the right to select the underwriters, subject to the prior approval of the applicable holders requesting the registration not to be unreasonably withheld, conditioned or delayed. The holders may request a maximum of two underwritten shelf takedowns in any 12 month period.

 

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Piggyback registration rights. At any time after the Closing Date, if the Post-Closing Company or any holder proposes to conduct a registered offering of the Post-Closing Company’s securities or if the Post-Closing Company proposes to file a registration statement to register any of its securities under the Securities Act, either for its own account or for the account of the stockholders of the Post-Closing Company, subject to certain exceptions, then the holders of registrable securities will be entitled to include their registrable securities in such registration statement.

Block Trade. At any time an effective shelf registration is on file with the SEC, if a demanding holder wishes to engage in an underwritten registered offering not involving a “roadshow,” with a total offering price reasonably expected to exceed, in the aggregate, either (x) $50.0 million or (y) all remaining registrable securities held by the demanding holder, then the Post-Closing Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such block trade.

Expenses. All registration expenses of such registrations will be borne by the Post-Closing Company. Incremental selling expenses, such as underwriting commissions and discounts, brokerage fees, underwriter marketing costs, reasonable fees and expenses of legal counsel representing holders will be borne by the holders of the securities being registered.

Indemnification. The Registration Rights Agreement contains customary cross-indemnification provisions, under which the Post-Closing Company is obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement, unless caused by or contained in any information furnished in writing to the Post-Closing Company by such holder expressly for use therein.

 

The Nasdaq Proposal (page 152)

 

At the Special Meeting, OTEC stockholders will be asked to vote on the Nasdaq Proposal to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of OTEC’s issued and outstanding Common Stock in connection with the Business Combination, including the issuance of the Merger Consideration, the Converted Options from the Regentis Equity Plan, shares for the Sponsor’s contribution to the Trust Account as part of each Extension Option, the Earnout Shares and shares in the PIPE Investment, and the resulting change in control in connection with the Business Combination. Please see the section entitled “Proposal Two – The Nasdaq Proposal”.

 

The Restated OTEC Charter Proposal (page 154)

 

OTEC stockholders will also be asked to approve the Restated OTEC Charter Proposal, which will provide that OTEC will amend and restate the Existing OTEC Charter to change the corporate name of “OceanTech Acquisitions I Corp.” to “Regentis Biomaterials Corp.”, to change the authorized capital stock to 111,000,000 shares consisting of 110,000,000 shares of Post-Closing Company Common Stock and 1,000,000 shares of preferred stock of the Post-Closing Company, and to otherwise restate the Existing OTEC Charter to a certificate of incorporation as appropriate, which we refer to as the Restated OTEC Charter. Please see the section entitled “Proposal Three – The Restated OTEC Charter Proposal”.

 

The Governance Proposals (page 158)

 

OTEC stockholders will be asked to consider and vote upon, on a non-binding advisory basis, the material differences between the Restated OTEC Charter and the Existing OTEC Charter as separate proposals in accordance with SEC requirements. Please see the section entitled “Proposal Four —The Governance Proposals”.

 

The Equity Incentive Plan Proposal (page 159)

 

At the Special Meeting, OTEC stockholders will be asked to approve the Equity Incentive Plan Proposal, a copy of which is attached to the accompanying proxy statement as Annex C, to become effective upon the Closing of the Business Combination. Please see the section entitled “Proposal Five – The Equity Incentive Plan Proposal.”

 

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The Election of Directors Proposal (page 165)

 

OTEC stockholders will be asked to vote to elect, effective at Closing, seven directors to serve staggered terms on the Post-Closing Company board of directors until the first, second and third annual meetings of stockholders following the Closing, as applicable, and until their respective successors are duly elected and qualified. Please see the section entitled “Proposal Six —The Election of Directors Proposal”.

 

The Adjournment Proposal (page 166)

 

See the section of this proxy statement/prospectus titled “Proposal Seven —The Adjournment Proposal”.

 

If OTEC is unable to consummate the Business Combination at the time of the special meeting for any reason, the chairman presiding over the special meeting may submit a proposal to adjourn the special meeting to a later date or dates, if necessary. See the section of this proxy statement/prospectus titled “Proposal Seven —The Adjournment Proposal”.

 

Cross-Conditioning of the Business Combination Proposal, Nasdaq Proposal, Restated OTEC Charter Proposal, Equity Incentive Plan Proposal and Election of Directors Proposal

 

The Closing of the Business Combination is conditioned on approval of the Business Combination Proposal, the Nasdaq Proposal, the Restated OTEC Charter Proposal, the Equity Incentive Plan Proposal and the Election of Directors Proposal, which we refer to as the Condition Precedent Proposals, at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Conditions Precedent Proposal so none of them can be adopted unless all five are adopted. The Governance Proposals and Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

 

Date, Time and Place of Special Meeting of OTEC’s Stockholders (page 115)

 

The special meeting will be held at 10:30 a.m., Eastern time, on January 22, 2024, via live webcast at https://www.cstproxy.com/oceantechspac/2024 , or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the proposals.

   

Voting Power; Record Date (page 116)

 

OTEC stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned OTEC Common Stock at the close of business on December 29, 2023, which is the Record Date for the special meeting. OTEC stockholders will have one vote for each share of OTEC Common Stock owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. OTEC warrants do not have voting rights. On the Record Date, there were 4,518,796 shares of OTEC Common Stock outstanding, of which 2,581,500 were public shares with the rest being held by the initial stockholders and their respective affiliates (including the Sponsor).

 

Redemption Rights (page 119)

 

Pursuant to the Existing OTEC Charter, a holder of public shares may demand that OTEC redeem such shares for cash if the Business Combination is consummated; provided that OTEC will only redeem public shares so long as (after such redemption), OTEC’s net tangible assets, or of any entity that succeeds OTEC as a public company, will be at least $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). Therefore, the Business Combination will not be consummated unless this condition is met or waived.

 

Holders of public shares will be entitled to receive cash for these shares only if they deliver their shares to OTEC’s transfer agent no later than two (2) business days prior to the special meeting. Holders of public shares do not need to affirmatively vote on the Business Combination Proposal or be a holder of such public shares as of the Record Date to exercise conversion rights. If the Business Combination is not consummated, these shares will not be redeemed. If a holder of public shares properly demands redemption, delivers his, her or its shares to OTEC’s transfer agent as described above, and the Business Combination is consummated, OTEC will redeem each public share for a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the date of the special meeting. It is anticipated that this would amount to approximately $11.35 per share based on the amount in the Trust Account of $9,226,074 as of December 8, 2023. If a holder of public shares exercises his, her or its redemption rights, then it will be exchanging its shares of OTEC Common Stock for cash and will not become a stockholder of the Post-Closing Company. See the section of this proxy statement/prospectus titled “Special Meeting of OTEC Stockholders — Conversion Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

 

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Pursuant to the Sponsor Letter, OTEC’s Initial Sponsor, directors and executive officers have waived their right to redeem any shares of OTEC Common Stock that they own in connection with OTEC stockholder approval of the Business Combination, any proposed amendment to the Existing OTEC Charter prior to the consummation of the Business Combination (although they are entitled to redemption and liquidation rights with respect to any OTEC public shares that they own or may acquire in OTEC fails to consummate a Business Combination within the time frame required by the Existing OTEC Charter). 

 

OTEC warrant holders do not have redemption rights with respect to such securities.

 

Appraisal Rights (page 121)

 

OTEC stockholders and OTEC warrant holders do not have appraisal rights in connection with the Transactions under the DGCL. See the section of this proxy statement/prospectus titled “Special Meeting of OTEC Stockholders—Appraisal Rights.”

 

OTEC’s Board of Directors’ Reasons for the Business Combination (page 132)

 

OTEC’s board of directors, in evaluating the Business Combination, consulted with OTEC’s management and financial and legal advisors. In reaching its unanimous resolution (i) that the Agreement and Plan of Merger and the Transactions are advisable and in the best interests of OTEC and its stockholders and (ii) to recommend that the stockholders adopt the Agreement and Plan of Merger and approve the Business Combination and the Transactions, OTEC’s board of directors considered a range of factors, including, but not limited to, the factors discussed in the section referenced below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, OTEC’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. OTEC’s board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of OTEC’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Risk Factors.”

  

In approving the Business Combination, OTEC’s board of directors relied on the Fairness Opinion issued by Mentor dated July 7, 2023. The officers and directors of OTEC also have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background and sector expertise enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, OTEC’s officers and directors have substantial experience with mergers and acquisitions.

 

OTEC’s board of directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Agreement and Plan of Merger and the Transactions. OTEC’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination.

 

OTEC’s board of directors concluded that the potential benefits that it expected OTEC and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, OTEC’s board of directors unanimously determined that the Agreement and Plan of Merger and the Business Combination contemplated therein were advisable, fair to and in the best interests of OTEC and its stockholders. See the section of this proxy statement/prospectus titled “Proposal One—The Business Combination Proposal — OTEC’s Board of Directors’ Reasons for the Business Combination and Recommendation of the Board of Directors.”

 

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Interests of OTEC’s Sponsor, Directors and Officers in the Business Combination (page 123)

 

In considering the recommendation of OTEC’s board of directors to vote in favor of approval of the Business Combination Proposal, stockholders should keep in mind that the Sponsor and OTEC’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of OTEC’s stockholders generally. In particular:

 

  Sponsor was formed by, and is controlled by, Surendra Ajjarapu, OTEC’s Chief Executive Officer, as member and manager.
     
  The Sponsor and certain officers and directors of OTEC agreed to vote all of their OTEC securities in favor of the approval of the Transactions and certain other matters being presented to the stockholders of OTEC in connection therewith, agreed not to transfer (subject to limited exceptions) their OTEC’s securities, and agreed to waive their redemption and anti-dilution rights and any other right it may hold to convert all or any portion of any outstanding loan advanced to OTEC (including Working Capital Loans, except for funds deposited by Sponsor in the Trust Account in connection with the Extension Option) at any time prior to or at the Closing into OTEC Common Stock or into OTEC private warrants. Additionally, the Sponsor agreed to use its reasonable best efforts to minimize the amount of funds in the Trust Account paid to the stockholders of OTEC in connection with any redemption by public stockholders of their public shares, including utilizing the Sponsor’s OTEC Class B Common Stock and the Sponsor’s OTEC Private Placement Warrants in connection with such effort by transferring or forfeiting such shares and/or warrants.
     
  Sponsor will be entitled to receive one share of OTEC Common Stock for each dollar deposited into the Trust Account in connection with the exercise of any Extension Option, which deposit would be considered as a loan to Regentis, as the surviving company after the Business Combination, and any such loans will be interest bearing and payable by Regentis, as the surviving company after the Business Combination, at Closing.
     
  Pursuant to the Sponsor Support Agreement, the Sponsor has a contingent right to receive the Earnout Shares depending on the performance of the Post-Closing Company Common Stock following the Closing.
     
  At Closing, OTEC, Sponsor and certain shareholders of Regentis will enter into the Registration Rights Agreement (as defined below) pursuant to which, among other things, the Sponsor will be granted certain customary registration rights, demand rights and piggyback rights with respect to their respective shares of the Post-Closing Company Common Stock.
     
  Upon Closing, Sponsor agreed to pay Initial Sponsor $1 (one dollar) and to convey 250,000 shares of OTEC Class B Common Stock to the Initial Sponsor Equity Holders as of March 13, 2023 (the date of the PSA) pro rata based on the Initial Sponsor Equity Holders’ underlying interest in the shares of OTEC Class B Common Stock as of March 13, 2023. These shares will not be subject in any respect to any forfeiture, earnout, clawback, reduction or similar restrictive provision. Sponsor also agreed to convey 250,000 Private Placement Warrants to the Initial Sponsor Equity Holders pro rata based on the Initial Sponsor Equity Holders’ underlying interest in the Private Placement Warrants as of March 13, 2023. The Private Placement Warrants will not be subject in any respect to any forfeiture, earnout, clawback, reduction or similar restrictive provision.
     
 

The Founder Shares, the 2,581,500 shares of OTEC Common Stock, had an aggregate value of $28,757,910 based upon the closing price of $11.14 per share on the Nasdaq on December 14, 2023, and the 5,869,880 Private Placement Warrants that the Sponsor purchased had an aggregate market value of $76,308 based upon the closing price of $0.0130 per Warrant on the Nasdaq on December 14, 2023. If OTEC does not consummate a Business Combination by June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended), the Founder Shares (held by the Sponsor after being acquired from the Initial Sponsor) and the Private Placement Warrants will become worthless (as the holders are not entitled to participate in any redemption or liquidating distribution with respect to such shares having waived the rights to such redemption or distribution, without consideration therefor, in connection with the OTEC IPO) and OTEC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and OTEC’s board of directors, dissolving and liquidating. If the proposed Business Combination with Regentis is consummated, the Sponsor may still earn a positive rate of return on its investment, even if other stockholders experience a negative rate of return following the Business Combination.

     
  If OTEC is unable to consummate a Business Combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by OTEC for services rendered or contracted for or products sold to OTEC. On the other hand, if OTEC does consummate a Business Combination within the required time period, OTEC will be liable for such claims up to the OTEC Transaction Expenses Cap. In the event the OTEC Transaction Expenses exceed the OTEC Transaction Expenses Cap, then Sponsor will pay the Excess OTEC Expenses.

 

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  The Sponsor and OTEC’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on OTEC’s behalf, such as identifying and investigating possible business targets and Business Combinations. However, if OTEC fails to consummate a Business Combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, OTEC may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended). As of the Record Date, the Sponsor and OTEC’s officers and directors and their affiliates had incurred approximately $314,039 of unpaid reimbursable expenses.
     
  The Agreement and Plan of Merger provides for the continued indemnification of OTEC’s current directors and officers and the continuation of directors and officers liability insurance covering OTEC’s current directors and officers.
     
 

OTEC’s Initial Sponsor, Sponsor, officers and directors (or their affiliates) have and may make loans from time to time, such as the Working Capital Loans, to OTEC to fund certain capital requirements. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the Post-Closing Company, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Initial Sponsor. As of September 30, 2023, no such Working Capital Loans were outstanding, except from Sponsor to OTEC in the amount of $448,039. OTEC obtained an additional loan from an unrelated party with $501,500 outstanding. In connection with that loan, OTEC agreed to issue to the lender 95,000 shares of OTEC common stock.

 

To date, OTEC’s Initial Sponsor (a) paid $25,000 to cover certain offering costs in consideration for 2,875,000 OTEC Class B Common Stock as the Founder Shares, and (b) agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the OTEC IPO as a non-interest bearing, unsecured and was due at the closing of the OTEC IPO.

 

To date, OTEC’s Sponsor has (a) paid Charles Baumgartner, $5,000 (five-thousand dollars) directly per month during the transition period, (b) deposited $125,000 into the Trust Account in connection with each Extension Option exercised on March 31, 2023 and May 3, 2023, and (c) made a non-interest bearing, unsecured loan to OTEC in the aggregate of $360,000 for the Extension Payment 2 in connection with the Extension Meeting 2. In connection with that loan, OTEC agreed to, at Sponsor’s option, repay the unsecured loan in cash or issue such lender up to an additional 36,000 shares of OTEC common stock, depending on the aggregate total of the unsecured loan.

 

On May 23, 2023, the Company and Sponsor entered into a Subscription Agreement with the Investor, pursuant to which the Investor agreed to provide the Initial Capital Contribution, the $500,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor 500,000 shares of Class A common stock (as loan grant shares issuable to a third party in relation to such working capital bridge loan) at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.

 

On October 24, 2023, the Company and Sponsor entered into a Subscription Agreement with Investor, pursuant to which the Investor agreed to provide a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.

     
  The Sponsor will benefit financially from the completion of any business combination even if the stock price declines after the Business Combination, generating a negative return for other stockholders. The Sponsor will lose substantially all of its investment in OTEC and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not completed prior to June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended). Thus, if the proposed Business Combination with Regentis is not consummated, OTEC may seek to complete a business combination with a less favorable target company or on terms less favorable to OTEC stockholders rather than choose to dissolve and liquidate.

 

  Assuming the exercise and conversion of all of the securities following the consummation of the Business Combination, the Sponsor and its affiliates’ total potential ownership in the Post-Closing Company and sources of dilution are estimated as shown in the tables in the section entitled “Summary– The Agreement and Plan of Merger – Merger Consideration”. (See the section entitled “Security Ownership of Certain Beneficial Owners and Management” for more information).

 

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In addition to the interests described above, the Sponsor and some of OTEC’s officers and directors may have the following additional interests:

 

None of OTEC’s officers and directors is required to commit their full time to OTEC’s affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

 

Each of OTEC’s officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. OTEC does not believe, however, that the pre-existing fiduciary duties or contractual obligations of its officers and directors will materially undermine its ability to complete the Business Combination, and such pre-existing fiduciary duties and contractual obligations did not materially affect its search for an acquisition target.

 

  It is anticipated that upon completion of the Business Combination and assuming no redemptions by OTEC public shareholders, the Sponsor will own approximately 21.5% of the Post-Closing Company. This level of ownership interest: (a) assumes that no OTEC’s public shareholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in OTEC’s Trust Account and (b) assumes no exercise of OTEC public warrants and OTEC Private Placement Warrants.

 

  Surendra Ajjarapu, OTEC’s Chief Executive Officer, will become a director of the Post-Closing Company after the Closing. As such, in the future he may receive any cash fees, stock options or stock awards that the Post-Closing Company’s board of directors determines to pay to its executive and non-executive directors.

 

If OTEC is unable to complete an initial business combination within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by OTEC for services rendered or contracted for or products sold to OTEC. If OTEC consummates an initial business combination, on the other hand, OTEC will be liable such claims up to the Transaction Expenses Cap. In the event OTEC’s Transaction Expenses exceed the OTEC Transaction Expenses Cap, Sponsor agreed to pay to OTEC an amount of cash equal to such excess. In accordance with the Merger Agreement and Sponsor Support Agreement, Sponsor will be entitled to receive one share of OTEC Common Stock for each dollar deposited into the Trust Account in connection with the exercise of any Extension Option. The parties agreed that any such deposit made by Sponsor would be considered as a loan to Regentis, as the surviving company after the Business Combination, and any such loans will be interest bearing and payable by Regentis, as the surviving company after the Business Combination, at Closing.

 

OTEC’s officers and directors, and their affiliates, may be entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on OTEC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if OTEC fails to consummate an initial business combination within the completion window, they may not have any claim against the Trust Account for reimbursement. Accordingly, OTEC may not be able to reimburse these expenses if the Business Combination or another initial business combination is not completed within the completion window.

 

The existence of financial and personal interests of one or more of the Sponsor’s or OTEC’s directors and officers may result in a conflict of interest on the part of each such director or officer between what such director or officer may believe is in the best interests of OTEC and its stockholders and what such director or officer may believe in the best interests of such director or officer in determining to recommend that stockholders vote for the proposals.  

 

Recommendation to OTEC Stockholders (page 132)

 

OTEC’s board of directors has determined that each of the proposals outlined above is fair to and in the best interests of OTEC and its stockholders and recommended that OTEC stockholders vote “FOR” the Business Combination Proposal, “FOR” the Nasdaq Proposal, “FOR” the Restated OTEC Charter Proposal, “FOR” the Governance Proposals, “FOR” the Equity Incentive Plan Proposal, “FOR” the Election of Directors Proposal, and “FOR” the Adjournment Proposal, if presented.

 

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Material U.S. Federal Income Tax Considerations (page 255)

 

For a description of material U.S. federal income tax considerations of the Business Combination for holders of shares of OTEC Class A Common Stock held as a capital asset for U.S. federal income tax purposes that elect to have their OTEC Class A Common Stock redeemed for cash if the Business Combination is completed, please see “Material U.S. Federal Income Tax Considerations”.

  

Material Israeli Tax Considerations (page 260)   

 

For a description of material Israeli tax consequences of the Business Combination, the ownership and disposition of Regentis Ordinary Shares and/or Regentis warrants and/or Regentis options, please see “Material Israeli Tax Considerations”.

 

Anticipated Accounting Treatment (page 149)

 

While the legal acquirer in the Merger Agreement is OTEC, for financial accounting and reporting purposes under U.S. GAAP, Regentis will be the accounting acquirer and the Business Combination will be accounted for as a “reverse merger and reversed recapitalization.” A reverse merger and reversed recapitalization do not result in a new basis of accounting, and the financial statements of the Post-Closing Company represent the continuation of the financial statements of Regentis in many respects. Under this method of accounting, OTEC will be treated as the “acquired” company for financial reporting purposes, Regentis will be deemed to be the accounting “acquirer” in the Transactions and, consequently, the Transactions will be treated as a recapitalization of Regentis. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Regentis issuing stock for the net assets of OTEC, accompanied by a recapitalization. The net assets of Regentis will be stated at historical cost, with no goodwill or other intangible assets recorded.

 

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Regentis has been determined to be the accounting “acquirer” based on evaluation of the following facts and circumstances under all of the redemption scenarios, including both the minimum and maximum redemption scenarios:

 

  Regentis’ existing shareholders will have the greatest voting interest in the Post-Closing Company;

 

  Regentis’ existing shareholders will have the ability to control decisions with the majority of the relative voting rights of the Post-Closing Company;

 

  Regentis will comprise the ongoing operations of the Post-Closing Company; and

  

  Regentis’ comprising a majority of the board of directors of the Post-Closing Company and senior management of Regentis comprising the senior management of the Post-Closing Company.

  

Post-Closing Company Status as an Emerging Growth Company under U.S. Federal Securities Laws and Related Implications, and Smaller Reporting Company Status (page 150)

 

OTEC is and, following the Business Combination, the Post-Closing Company is expected to be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Post-Closing Company will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find OTEC’s securities less attractive as a result, there may be a less active trading market for OTEC’s securities and the prices of OTEC’s securities may be more volatile.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Post-Closing Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Post-Closing Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

 

We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the OTEC IPO, (b) in which the Post-Closing Company has total annual gross revenue of at least $1.235 billion, or (c) in which Post-Closing Company is deemed to be a large accelerated filer, which means the market value of Post-Closing Company common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which Post-Closing Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

 

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In addition, we are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) our voting and non-voting Post-Closing Company Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting Post-Closing Company Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

  

Summary of Risk Factors

 

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors”. Such risks include, but are not limited to:

 

Risks Related to Regentis’ Business, Operations and Industry, Reliance on Third Party, Intellectual Property, Government Regulation, Israeli law and operations in Israel

 

Regentis may not succeed in advancing the development of their product, achieve manufacturing stability and capacity, demonstrate sufficient clinical evidence or commercialize their product or generate significant revenues.

Clinical failure can occur at any stage of clinical development and Regentis’ clinical experience to date does not necessarily predict future results and may not have revealed certain potential limitations of the technology and potential complications from GelrinC and may require further clinical validation.

Regentis operates in a very competitive business environment.

Regentis expects to derive most of its revenues from sales of GelrinC and its inability to successfully commercialize this product candidate or any subsequent decline in demand for this product candidate, could severely harm its ability to generate revenues.

If healthcare professionals do not recommend Regentis’ products to their patients, GelrinC may not achieve market acceptance and Regentis may not become profitable.

Regentis is dependent upon contract manufacturing organizations and raw material suppliers making it vulnerable to supply shortages and problems, increased costs and quality or compliance issues.

Regentis’ business plan relies on certain assumptions about the expected addressable market for its product, which could prove inaccurate.

Regentis’ reliance on third parties to conduct certain elements of its preclinical studies and clinical trials and perform other tasks subjects it to risks outside of its control.

Independent clinical investigators and CROs (as defined below) that Regentis will engage to conduct its clinical trials may not devote sufficient time or attention to the clinical trials or be able to repeat their past success.

Regentis relies on third parties to manufacture the raw materials that it uses to create its product candidates, which subjects it to risks.

If Regentis is unable to obtain adequate patent protection for its products, it may be unable to gain significant market share and may be unable to operate its business profitably.

Regentis’ ability to obtain and maintain patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and non-compliance could reduce or eliminate its patent protection.

Patent terms may not be sufficient to effectively protect Regentis’ products and business for an adequate period of time.

Any future intellectual property lawsuits could result in the requirement for Regentis to pay significant damages and/or prevent it from selling its products.

Regentis’ product candidates and operations are subject to extensive government regulation and oversight both in the United States and abroad, and its failure to comply with applicable requirements could harm its business.

Regentis may not timely receive the necessary clearances or approvals for its future products, which would adversely affect its ability to grow its business.

Regentis’ products must be manufactured in accordance with federal, state and foreign regulations, and Regentis could be forced to recall their devices or terminate production if they fail to comply with these regulations.

If Regentis does not obtain and maintain international regulatory registrations, clearances or approvals for their products, Regentis will be unable to market and sell their products outside of the United States.

The misuse or off-label use of Regentis’ products may harm its reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines or sanctions by regulatory bodies, any of which could be costly to its business.

Potential political, economic and military instability in the State of Israel, where Regentis’ headquarters, members of its management team and its research and development facilities are located, may adversely affect its results of operations.

 

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Regentis may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for its products.

Regentis has identified material weaknesses in its internal control over financial reporting, and it may identify additional material weaknesses in the future or fail to maintain effective internal control over financial reporting.

 

Risks Related to OTEC, the Business Combination, the Adjournment Proposal, Redemption, and Ownership of Post-Closing Company’s Securities Following the Business Combination

 

OTEC may not have sufficient funds to consummate the Business Combination.

If OTEC’s stockholders fail to properly demand redemption rights, they will not be entitled to convert their public shares into a pro rata portion of the Trust Account.

The Business Combination remains subject to conditions that OTEC cannot control and if such conditions are not satisfied or waived, the Business Combination may not be consummated.

OTEC and Regentis will incur significant transaction and transition costs in connection with the Business Combination.

The Post-Closing Company will incur increased costs as a result of operating as a public company, and its management will devote substantial time to compliance with its public company responsibilities and corporate governance practices.

There can be no assurance that the Post-Closing Company Common Stock that will be issued in connection with the Business Combination will be approved for listing on Nasdaq or, if approved, will continue to be so listed following the closing of the Business Combination.

The market price of the Post-Closing Company Common Stock may decline as a result of the Business Combination or other market factors.

Subsequent to the consummation of the Business Combination, the Post-Closing Company may be required to take write-downs or write-offs, or may be subject to restructuring, impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of its securities, which could cause you to lose some or all of your investment.

OTEC may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the public shares and liquidate.

The Sponsor or OTEC’s directors, executive officers or advisors or their respective affiliates may elect to purchase shares from public stockholders, which may influence the vote on the Business Combination and reduce the public “float” of OTEC’s common stock.

The Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

OTEC stockholders who do not redeem their shares of OTEC common stock will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Post-Closing Company stockholders may experience dilution in the future.

 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following selected unaudited pro forma condensed combined financial information has been derived from the unaudited pro forma condensed combined balance sheet as of September 30, 2023, and the unaudited pro forma combined statement of operations for the year ended December 31, 2022 and for the nine months ended September 30, 2023 included in “Unaudited Pro Forma Condensed Combined Financial Information.”

 

The selected unaudited pro forma condensed combined financial information should be read in conjunction with the unaudited pro forma condensed combined balance sheet and the unaudited pro forma combined statement of operations, and the accompanying notes. In addition, the unaudited condensed combined pro forma financial information was based on and should be read in conjunction with the historical financial statements of OTEC and Regentis, including the accompanying notes, which are included elsewhere in this proxy statement/prospectus.

 

The unaudited pro forma condensed combined financial information has been prepared assuming alternative levels of cash redemptions of OTEC’s common stock as follows:

 

  Scenario 1 Assuming No Redemptions: This presentation assumes that none of the 812,715  OTEC public stockholders exercise redemption rights with respect to their public shares.

 

  Scenario 2 Assuming Low Redemptions: This presentation assumes that 25% of OTEC public stockholders holding 203,179 public shares will exercise their redemption rights for $2.3 million of cash held in OTEC’s Trust Account.

 

  Scenario 3 Assuming Medium Redemptions: This presentation assumes that 50% of OTEC public stockholders holding 406,358 public shares will exercise their redemption rights for $4.5 million of cash held in OTEC’s Trust Account.

 

  Scenario 4 Assuming Medium Redemptions: This presentation assumes that 75% of OTEC public stockholders holding 609,536 public shares will exercise their redemption rights for $6.8  million of cash held in OTEC’s Trust Account.
     
  Scenario 5 Assuming Maximum Redemptions: This presentation assumes that all remaining OTEC stockholders (except for the 2,581,500 shares of OTEC Class A Common Stock held by the Sponsor, converted from OTEC Class B Common Stock which was approved by a stockholder vote) will exercise their redemption rights for $9.2 million of cash held in OTEC’s Trust Account, leaving no such shares remaining at the close of the Transaction.

 

      Historical     Pro forma  
(in thousands, except share amounts)   OTEC (A)     Regentis (B)     No redemption
scenario
    25% redemptions scenario     50% redemptions scenario     75% redemptions scenario     Maximum
redemptions
scenario
 

Statement of Operations Data

For the Quarter Ended September 30, 2023

                                         
General and Administrative Expenses   $ $2,089     $ 835     $ 2,924     $ 2,924     $ 2,924     $ 2,924     $ 2,924  
Research and Development Expenses       $ 639     $ 639     $ 639     $ 639     $ 639     $ 639  
Loss from operations   $ (2,089)     $ (1,474)     $ (3,563)     $ (3,563)     $ (3,563)     $ (3,563)     $ (3,563)  
Net loss   $ (1,993)     $ (3,489)     $ (3,773)     $ (3,773)     $ (3,773)     $ (3,773)     $ (3,773)  
Basic and diluted net loss per ordinary share           $ (54.30)                                          
Basic and diluted net (loss) income per common stock, Class A subject to possible redemption currently and pro-forma based on Redemption % (*)   $ (0.49)             $ (0.31)     $ (0.32)     $ (0.33)     $ (0.33)     $ (0.34)  
                                                             

Notes:  

(A) Obtained from the unaudited OceanTech Acquisitions I Corp. Statement of Operations for the quarter ended September 30, 2023.

(B) Obtained from the unaudited Regentis Biomaterials Ltd Statement of Operations for the quarter ended September 30, 2023.

(*) The pro-forma number of shares outstanding for all scenarios does not include 1,794,568 and 16,543,700 in Regentis options and warrants and OTEC warrants, respectively, as they are anti-dilutive. 

 

    Historical     Pro forma  
(in thousands, except share amounts)   OTEC (A)     Regentis (B)     No redemption
scenario
    25% redemptions scenario     50% redemptions scenario     75% redemptions scenario     Maximum
redemptions
scenario
 

Statement of Operations Data

For the Year Ended December 31, 2022

                                         
General and Administrative Expenses   $ 2,356     $ 370     $ 13,850     $ 13,850     $ 13,850     $ 13,850     $ 13,850  
Research and Development Expenses   $     $ 971     $ 971     $ 971     $ 971     $ 971     $ 971  
Loss from operations   $ (2,356)     $ (1,341)     $   (14,821)     $ (14,821)     $ (14,821)     $ (14,821)     $ (14,821)  
Net (loss) income   $ 1,951     $ (1,383)     $ (7,531)     $ (7,531)     $ (7,531)     $ (7,531)     $ (7,531)  
Basic and diluted net loss per ordinary share           $ (22.07 )                                        
Basic and diluted net (loss) income per common stock, Class A subject to possible redemption (*)   $ 0.16                                                  

 

Notes:

(A) Obtained from the audited OceanTech Acquisitions I Corp. Statement of Operations for the year ended December 31, 2022.

(B) Obtained from the audited Regentis Biomaterials Ltd Statement of Operations for the year ended December 31, 2022.

(*) The pro-forma number of shares outstanding for all scenarios, does not include 1,794,568 and 16,543,700 in Regentis options and warrants and OTEC warrants, respectively, as they are anti-dilutive.

 

    Historical     Pro forma(*)  
(in thousands, except share amounts)   OTEC (A)     Regentis (B)     No
redemption
scenario
    25% redemptions scenario     50% redemptions scenario     75% redemptions scenario     Maximum
redemptions
scenario
 

Balance Sheet Data 

As of September 30, 2023 

                                         
Total current assets   $ 153     $ 387     $ 2,382     $ 91     $ (2,201)     $ (4,494)     $ (6,786)  
Total assets   $ 9,320     $ 387     $ 2,382     $ 91     $ (2,201)     $ (4,494)     $ (6,786)  
Total current liabilities   $ 5,027     $ 2,346     $ 2,547     $ 2,547     $ 2,547     $ 2,547     $ 2,547  
Total liabilities   $ 11,137     $ 10,353     $ 3,043     $ 3,043     $ 3,043     $ 3,043     $ 3,043  
Class A common stock, subject to possible redemption, 812,715 shares (at redemption value) at September 30, 2023     9,167                                      
Ordinary shares, NIS 0.01 par value; Authorized: 1,870,991 shares; Issued and Outstanding: 64,879 shares            (** )                              
Class A Common Stock                 ---       1       1       1       1  
Class B Common Stock                                          
Convertible Preferred A Shares           598                                
Convertible preferred B shares           7,575                                
Convertible Preferred C Shares; Authorized           10,616                                
Convertible preferred D-1 shares           12,500                         <