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Subsequent Events
3 Months Ended
Mar. 31, 2024
Subsequent Events  
Subsequent Events

Note 11 - Subsequent Events

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, except as noted below.

 

Extension Payment to Trust Account

 

On April 3, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from April 2, 2024 to May 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

 

On May 1, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from May 2, 2024 to June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

 

As of the date of this Quarterly Report, the Company has exercised its right to extend the deadline to complete its initial business combination twelve of twelve times by depositing or causing to be deposited into the Trust Account $30,000 for each such extension. The current Business Combination deadline is June 2, 2024.

 

Amended and Restated Satisfaction and Discharge of Indebtedness

 

Certain holders of loans relating to the Extension Payments (the “Holder”) agreed that in lieu of collecting the full amount of the Extension Payments at the closing of the Business Combination, each Holder shall defer the repayment of the amounts due and payable to each Holder, to be repaid by the Post-Closing Company (from future capital raises, capped in the aggregate with all other deferred amounts at twenty-five percent (25%) per capital raise); provided that, commencing six (6) months after the closing of the Business Combination, the Post-Closing Company shall instead have the option to pay the amount owed each Holder fifty percent (50%) in cash and fifty percent (50%) in stock in the Post- Closing Company, valued at a price of $4.00 per newly issued share; any shares so issued shall be included by the Post-Closing Company in a resale registration statement to be filed by the Company within 60 days after the issuance of such shares (unless such shares would already be tradeable without restriction under Rule 144). Each Holder accepted the terms above and shall acknowledges the satisfaction and discharge of the amount contributed to the Extension Payment upon final receipt of such cash and Post-Closing Company stock. 

 

Over the Counter Trading

 

As previously disclosed, on April 24, 2024, the market maker for the common stock of the Company received approval from FINRA on the Form 211 to begin quoting the Company’s common stock over the counter under the ticker symbol “OTAC”, and the Company resumed trading over the counter.

 

Equity Line Purchase Agreement 

 

In connection with the Business Combination, the Company simultaneously disclosed that it planned to enter into an equity line purchase agreement with an investor pursuant to which the Company will have the right to issue and sell to the investor, and the investor will commit to purchase from the Company, up to $10 million in aggregate gross purchase price of newly issued fully paid shares of the Company’s common stock. The Company expects to receive an advance under such agreement upon the closing of the Business Combination, and to concurrently enter into a registration rights agreement with the investor, pursuant to which the Company will register the resale of the shares of common stock sold pursuant to such agreement.