false 2023 FY --12-31 0001846809 1 0 0 87541322 812715 9372058 1848503 19419552 1 1 1 P1Y 1 P0Y0M20D P5Y P90D P0Y0M20D 330875 P5Y1M2D P5Y5M1D 3 1 1 P1Y 1 1 0001846809 2023-01-01 2023-12-31 0001846809 tmb:UnitsEachConsistingOfOneShareOfClassaCommonStockAndOneRedeemableWarrantMember 2023-01-01 2023-12-31 0001846809 us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001846809 tmb:RedeemableWarrantsEachWarrantExercisableForOneShareOfClassaCommonStockFor11.50PerShareMember 2023-01-01 2023-12-31 0001846809 2023-06-30 0001846809 2024-04-12 0001846809 2023-12-31 0001846809 2022-12-31 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2023-12-31 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2022-12-31 0001846809 us-gaap:CommonClassBMember 2023-12-31 0001846809 us-gaap:CommonClassBMember 2022-12-31 0001846809 us-gaap:CommonClassAMember 2023-12-31 0001846809 us-gaap:CommonClassAMember 2022-12-31 0001846809 2022-01-01 2022-12-31 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2023-01-01 2023-12-31 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2022-01-01 2022-12-31 0001846809 tmb:CommonShareNotSubjectRedemptionMember 2023-01-01 2023-12-31 0001846809 tmb:CommonShareNotSubjectRedemptionMember 2022-01-01 2022-12-31 0001846809 us-gaap:CommonClassAMember 2021-12-31 0001846809 us-gaap:CommonClassBMember 2021-12-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0001846809 2021-12-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001846809 us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001846809 us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-01 2022-12-31 0001846809 us-gaap:CommonClassBMember 2023-01-01 2023-12-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001846809 srt:ChiefExecutiveOfficerMember 2023-01-01 2023-12-31 0001846809 srt:ChiefFinancialOfficerMember 2023-01-01 2023-12-31 0001846809 us-gaap:IPOMember 2021-06-01 2021-06-02 0001846809 us-gaap:IPOMember 2021-06-02 0001846809 tmb:PrivatePlacementWarrantsMember us-gaap:PrivatePlacementMember 2021-06-02 0001846809 tmb:PrivatePlacementWarrantsMember tmb:SponsorMember us-gaap:PrivatePlacementMember 2021-06-02 0001846809 tmb:PrivatePlacementWarrantsMember tmb:MaximGroupsLlcMember us-gaap:PrivatePlacementMember 2021-06-02 0001846809 tmb:PrivatePlacementWarrantsMember us-gaap:PrivatePlacementMember 2021-06-01 2021-06-02 0001846809 2021-06-02 0001846809 2021-06-01 2021-06-02 0001846809 us-gaap:OverAllotmentOptionMember 2021-06-01 2021-06-02 0001846809 us-gaap:OverAllotmentOptionMember 2021-06-15 2021-06-17 0001846809 us-gaap:OverAllotmentOptionMember 2021-06-17 0001846809 tmb:PrivatePlacementWarrantsMember 2022-06-02 0001846809 tmb:PublicWarrantsMember 2022-06-02 0001846809 2022-08-10 0001846809 2022-11-29 0001846809 2022-11-28 2022-11-29 0001846809 us-gaap:CommonStockMember 2022-11-29 0001846809 2023-02-02 0001846809 2023-03-02 0001846809 us-gaap:CommonClassBMember 2023-03-13 0001846809 tmb:PrivatePlacementWarrantsMember 2023-03-13 0001846809 2023-03-31 0001846809 2023-05-02 0001846809 2023-05-17 2023-05-18 0001846809 2023-05-18 0001846809 2023-05-29 2023-05-30 0001846809 tmb:TrustAccountMember 2023-05-30 0001846809 2023-06-01 0001846809 2023-06-27 0001846809 srt:MaximumMember tmb:MergerAgreementMember 2023-07-05 2023-07-07 0001846809 srt:MinimumMember tmb:MergerAgreementMember 2023-07-05 2023-07-07 0001846809 2023-07-25 2023-07-27 0001846809 2023-07-28 0001846809 us-gaap:CommonClassBMember 2023-08-08 0001846809 us-gaap:CommonClassAMember 2023-08-08 0001846809 2023-08-31 0001846809 2023-09-05 0001846809 2023-08-28 0001846809 2023-09-27 0001846809 2023-10-27 0001846809 2023-11-27 0001846809 2023-12-27 0001846809 tmb:FounderShareMember tmb:SponsorMember 2023-01-01 2023-12-31 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2023-01-01 2023-12-31 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2022-01-01 2022-12-31 0001846809 2023-05-28 2023-05-30 0001846809 tmb:IPOAndPrivatePlacementMember 2023-01-01 2023-12-31 0001846809 tmb:IPOAndPrivatePlacementMember 2023-12-31 0001846809 tmb:PrivateWarrantsMember 2023-12-31 0001846809 2022-12-01 0001846809 2022-12-30 0001846809 us-gaap:SubsequentEventMember 2023-02-02 0001846809 us-gaap:SubsequentEventMember 2023-03-02 0001846809 us-gaap:SubsequentEventMember 2023-03-31 0001846809 us-gaap:SubsequentEventMember 2023-05-02 0001846809 us-gaap:SubsequentEventMember 2023-06-03 0001846809 us-gaap:SubsequentEventMember 2023-06-27 0001846809 2023-08-30 0001846809 us-gaap:CommonClassBMember 2022-05-30 2022-06-02 0001846809 us-gaap:CommonClassAMember us-gaap:IPOMember 2023-12-31 0001846809 tmb:PublicWarrantsMember us-gaap:CommonClassAMember 2021-06-01 2021-06-02 0001846809 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-06-02 0001846809 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-06-01 2021-06-02 0001846809 tmb:PublicWarrantsMember us-gaap:CommonClassAMember us-gaap:IPOMember 2021-06-02 0001846809 us-gaap:OverAllotmentOptionMember 2021-06-02 0001846809 us-gaap:OverAllotmentOptionMember 2021-06-16 2021-06-17 0001846809 tmb:PrivatePlacementWarrantsMember us-gaap:PrivatePlacementMember 2021-06-17 0001846809 tmb:PrivatePlacementWarrantsMember tmb:SponsorMember us-gaap:PrivatePlacementMember 2021-06-18 0001846809 tmb:PrivatePlacementWarrantsMember tmb:MaximGroupsLlcMember us-gaap:PrivatePlacementMember 2021-06-17 0001846809 tmb:PrivatePlacementWarrantsMember us-gaap:PrivatePlacementMember 2021-06-16 2021-06-17 0001846809 tmb:FounderShareMember tmb:SponsorMember us-gaap:CommonClassBMember 2021-02-01 2021-02-28 0001846809 srt:MaximumMember us-gaap:IPOMember 2021-02-01 2021-02-28 0001846809 tmb:FounderShareMember tmb:SponsorMember us-gaap:CommonClassBMember us-gaap:OverAllotmentOptionMember 2021-02-28 0001846809 tmb:FounderShareMember us-gaap:OverAllotmentOptionMember 2021-06-21 0001846809 tmb:FounderShareMember tmb:SponsorMember us-gaap:CommonClassBMember 2021-06-20 2021-06-21 0001846809 tmb:FounderShareMember us-gaap:CommonClassBMember 2021-06-21 0001846809 tmb:PrivateWarrantsMember us-gaap:CommonClassBMember 2022-06-01 2022-06-02 0001846809 2022-06-01 2022-06-02 0001846809 2022-06-02 0001846809 tmb:PrivateWarrantsMember us-gaap:CommonClassBMember 2023-03-12 2023-03-13 0001846809 2023-03-12 2023-03-13 0001846809 2023-03-13 0001846809 tmb:IntialBusinessCombinationMember 2023-12-31 0001846809 us-gaap:PrivatePlacementMember tmb:IntialBusinessCombinationMember 2023-01-01 2023-12-31 0001846809 tmb:FounderShareMember tmb:SponsorMember us-gaap:CommonClassBMember 2023-01-01 2023-12-31 0001846809 tmb:FounderShareMember tmb:SponsorMember us-gaap:CommonClassBMember 2023-01-01 2023-03-31 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2021-02-14 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2023-12-31 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2022-12-31 0001846809 tmb:RelatedPartyLoansMember 2023-09-30 0001846809 tmb:AdministrativeSupportAgreementMember 2023-01-01 2023-12-31 0001846809 tmb:AdministrativeSupportAgreementMember 2022-01-01 2022-12-31 0001846809 tmb:PromissoryNotesMember us-gaap:InvestorMember 2023-12-31 0001846809 tmb:PromissoryNotesMember us-gaap:InvestorMember us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001846809 tmb:PromissoryNotesMember tmb:PolarMultiStrategyMasterFundMember 2023-05-23 0001846809 tmb:PromissoryNotesMember tmb:PolarMultiStrategyMasterFundMember us-gaap:CommonClassAMember 2023-05-21 2023-05-23 0001846809 tmb:PromissoryNotesMember tmb:PolarMultiStrategyMasterFundMember 2023-10-24 0001846809 tmb:PromissoryNotesMember us-gaap:InvestorMember 2023-01-01 2023-12-31 0001846809 tmb:PublicWarrantsMember 2022-12-31 0001846809 tmb:PublicWarrantsMember 2023-12-31 0001846809 tmb:PrivatePlacementWarrantsMember 2023-12-31 0001846809 tmb:PrivatePlacementWarrantsMember 2022-12-31 0001846809 tmb:PublicWarrantsMember us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001846809 tmb:PublicWarrantsMember us-gaap:CommonClassAMember 2023-12-31 0001846809 tmb:PublicWarrantsMember 2023-01-01 2023-12-31 0001846809 tmb:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds18.00Member tmb:PrivatePlacementWarrantsMember 2023-01-01 2023-12-31 0001846809 us-gaap:FairValueMeasurementsRecurringMember tmb:USMoneyMarketFundsMember 2023-12-31 0001846809 tmb:USMoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001846809 us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001846809 tmb:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001846809 tmb:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember tmb:PrivatePlacementWarrantsMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001846809 us-gaap:FairValueMeasurementsRecurringMember tmb:USMoneyMarketFundsMember 2022-12-31 0001846809 tmb:USMoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001846809 us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001846809 tmb:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001846809 tmb:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember tmb:PrivatePlacementWarrantsMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2023-01-01 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2023-01-01 2023-12-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2021-12-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2021-12-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2022-01-01 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2022-01-01 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 tmb:PreAnnouncementMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 tmb:PreAnnouncementMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:MeasurementInputProbabilityOfCompletingBusinessCombinationMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:MeasurementInputProbabilityOfCompletingBusinessCombinationMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:OverAllotmentOptionMember 2023-01-01 2023-12-31 0001846809 us-gaap:OverAllotmentOptionMember tmb:UnderwritingAgreementMember 2021-06-20 2021-06-21 0001846809 tmb:UnderwritingAgreementMember 2023-12-31 0001846809 2021-12-15 0001846809 us-gaap:OverAllotmentOptionMember 2021-12-15 0001846809 tmb:PurchaseAgreementMember 2023-03-13 0001846809 us-gaap:PrivatePlacementMember 2023-03-12 2023-03-13 0001846809 tmb:PurchaseAgreementMember us-gaap:CommonClassAMember 2023-03-13 0001846809 tmb:SubscriptionAgreementMember us-gaap:CommonClassAMember 2023-05-23 0001846809 tmb:CommonClassaNotSubjectToRedemptionMember 2023-09-30 0001846809 tmb:CommonClassaNotSubjectToRedemptionMember 2023-12-31 0001846809 tmb:CommonClassaNotSubjectToRedemptionMember 2022-12-31 0001846809 us-gaap:CommonClassBMember 2021-06-21 0001846809 2023-09-03 2023-09-05 0001846809 2023-08-21 2023-08-23 0001846809 tmb:FounderShareMember tmb:SponsorMember us-gaap:CommonClassBMember 2023-01-01 2023-09-30 0001846809 us-gaap:SubsequentEventMember 2024-01-30 0001846809 us-gaap:SubsequentEventMember 2024-03-04 0001846809 us-gaap:SubsequentEventMember 2024-04-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure tmb:N

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40450

OceanTech Acquisitions I Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-2122558

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

515 Madison Avenue, 8th Floor – Suite 8133

New York, New York

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (929) 412-1272

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A common stock and one redeemable warrant	OTECU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	OTEC	The Nasdaq Stock Market LLC
Redeemable Warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share	OTECW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the outstanding shares of the registrant’s Class A Common Stock, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Common Stock on June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the Nasdaq Stock Market LLC was $ 8,817,958.

As of April 12, 2024, 3,497,475 shares of Class A common stock, par value $0.0001 per share, and 0 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

TABLE OF CONTENTS


		Page
PART I		1
Item 1.	Business	2
Item 1A.	Risk Factors	37
Item 1B.	Unresolved Staff Comments	66
Item 1C.	Cybersecurity	66
Item 2.	Properties	67
Item 3.	Legal Proceedings	67
Item 4.	Mine Safety Disclosures	67
PART II		68
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	68
Item 6.	[Reserved]	68
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	69
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	84
Item 8.	Financial Statements and Supplementary Data	84
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	84
Item 9A.	Controls and Procedures	84
Item 9B.	Other Information	85
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	85
PART III		86
Item 10.	Directors, Executive Officers and Corporate Governance	86
Item 11.	Executive Compensation	96
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	96
Item 13.	Certain Relationships and Related Transactions, and Director Independence	100
Item 14.	Principal Accountant Fees and Services	102
PART IV		103
Item 15.	Exhibits and Financial Statement Schedules	103
Item 16.	Form 10-K Summary	104
	Signatures	106

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain of the statements contained in this Annual Report on Form 10-K constitute “forward-looking statements” for purposes of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:

● our ability to select an appropriate target business or businesses to complete our initial business combination;

● our ability to complete our initial business combination;

● our expectations around the performance of the prospective target business or businesses;

● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

● our potential ability to obtain additional financing to complete our initial business combination;

● our pool of prospective target businesses;

● the ability of our officers and directors to generate a number of potential investment opportunities;

● the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

● the trust account not being subject to claims of third parties; or

● our financial performance.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” elsewhere in this report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

Item 1. BUSINESS

Formation.

We are a blank check company incorporated in Delaware on February 3, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies. To date, our efforts have been limited to organizational activities, activities related to the IPO, searching for a business combination target, conducting due diligence on potential acquisition targets and proceeding with the initial business combination.

Initial Public Offering.

Our sponsor was OceanTech Acquisitions I Sponsors LLC (the “Original Sponsor”), a Delaware limited liability company. The registration statement for the initial public offering (“Initial Public Offering” or “OTEC IPO”) was declared effective on May 27, 2021. On June 2, 2021, we consummated our Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Common Stock”), at $10.00 per Unit, generating gross proceeds of $100 million, and incurring offering costs (inclusive of the partial exercise of the underwriter’s over-allotment option on June 17, 2021) of approximately $7.4 million, inclusive of $2.1 million of underwriting discount and $3.6 million in deferred underwriting commissions. The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On June 17, 2021, the underwriter partially exercised their over-allotment option to purchase an additional 326,000 Units, resulting in incremental gross proceeds of approximately $3.3 million. The underwriter waived its right to exercise the remaining over-allotment option on June 21, 2021.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 4,571,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), of which 3,871,000 Private Placement Warrants were purchased by our Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim Group LLC (and/or its designees) (“Maxim”), each exercisable to purchase one share of Common Stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $4.6 million.

In connection with the partial exercise of the underwriter’s over-allotment option, we sold an additional 97,800 Private Placement Warrants, of which 74,980 Private Placement Warrants were purchased by our Original Sponsor and 22,820 Private Placement Warrants were purchased by Maxim, at a price of $1.00 per Private Placement Warrant, generating additional gross proceeds of $0.1 million.

Upon the closing of the Initial Public Offering and the Private Placement (including the additional Units and additional Private Placement Warrants sold in connection with the partial exercise of the underwriter’s over-allotment option), $104,292,600 ($10.10 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in the trust account (the “Trust Account”).

Sponsor Purchase Agreement.

On March 13, 2023, the Company, Original Sponsor and Aspire Acquisition LLC, a Delaware limited liability company (“Aspire”, “New Sponsor” or the “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) the Company recorded such transfer. Pursuant to the PSA, upon the closing of the Business Combination: (i) Sponsor will pay Original 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 Original Sponsor as of March 13, 2023 (the “Original Sponsor Equity Holders”) pro rata based on the Original 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 Original Sponsor Equity Holders pro rata based on the Original 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) upon the closing of the PSA, Sponsor agreed to pay the former Chief Financial Officer of the Company, Charles Baumgartner, $5,000 directly per month during the transition period of three months following the appointment of new officers and board of directors, and agreed to reimburse the former Chief Executive Officer of the Company, Joseph Adir, $25,000. Sponsor assumed ownership of all agreements and obligations of the Original Sponsor, including but not limited to the obligations to cause the Company to make all of its public company reporting requirements, and all other obligations of Original Sponsor related to the Company.

To the extent the Company’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 the Company. The Company acknowledged and agreed that Sponsor had the right to replace the Company’s current directors with any such directors as Sponsor may select in its sole discretion, and concurrently, with the execution of the PSA. The Company’s then-current directors and officers submitted resignation letters, and the Sponsor replaced the Company’s current directors and officers with directors and officers of the Company selected in the Sponsor’s sole discretion.

Extension of Deadline to Complete the Company’s Initial Business Combination Prior to Charter Amendments.

On June 2, 2022, the Company extended the deadline to complete its initial business combination by six months from June 2, 2022 to December 2, 2022. The extension was permitted under the Company’s governing documents. In connection with such extensions, the Company caused to be deposited into the Trust Account $1,548,900 for each such extension.

First Charter Amendment.

In a special meeting held on November 29, 2022, our stockholders approved the Certificate of Amendment (the “First Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Existing OTEC Charter”), changing the structure and cost of our right to extend the date by which we must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), or else (ii)(a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the meeting, stockholders further approved an amendment to the Company’s investment management trust agreement dated as of May 27, 2021, as amended (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the business combination period.

The First Charter Amendment allowed us to extend the Termination Date by up to six (6) one-month extensions to June 2, 2023 (each of which we refer to as an “Extension”, and such later date, the “Extended Deadline”). To obtain each 1-month extension, our Original Sponsor, Sponsor or any of their affiliates or designees must deposit into our Trust Account $125,000 for each such one-month extension until June 2, 2023 and the procedure relating to any such extension, as set forth in the Trust Agreement, must be complied with. In connection with the approval of the First Charter Amendment on November 29, 2022, holders of 8,477,497 of our public shares exercised their right to redeem those shares for a pro rata portion of the funds in the Trust Account for cash at an approximate price of $10.32 per share, for an aggregate of approximately $87.54 million, leaving 1,848,503 of our public shares outstanding after the November 29, 2022 shareholders meeting. Following such redemptions, the Company had approximately $20 million left in its Trust Account.

First Set of Extensions of Deadline to Complete the Company’s Initial Business Combination.

On December 1, 2022, the Company caused to be deposited $125,000 into or Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from December 2, 2022 to January 2, 2023.

On December 30, 2022, the Company caused to be deposited $125,000 into our Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from January 2, 2022, to February 2, 2023.

On February 2, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from February 2, 2022, to March 2, 2023.

On March 2, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from March 2, 2022, to April 2, 2023.

On March 31, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 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, 2023, to May 2, 2023.

On May 3, 2023, the Company issued a press release announcing that on May 2, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 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, 2023, to June 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

Second Charter Amendment.

On May 30, 2023, the Company held a special meeting, 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 the Company 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) (the “Second Charter Amendment”), and the amendment to the Trust Agreement to correspondingly extend the Termination Date and update certain defined terms, subject to the approval of the board of directors of the Company, provided the Sponsor or its designees deposit into the Trust Account an amount equal to $0.037 per share for each public share or $30,000 (pursuant to non-interest bearing, unsecured loan to OTEC in the aggregate of $360,000 for such payment and in connection with that loan, the Company 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), prior to the commencement of each extension period. In connection with such extension meeting, such extension payment 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. Following such redemptions in connection with this extension, the Company had $8,814,443 left in its Trust Account and the Company’s remaining shares of OTEC Class A Common Stock outstanding were 812,715. On May 30, 2023, OTEC issued a press release announcing the extension, and filed a Current Report on Form 8-K with the SEC.

Second Set of Extensions of Deadline to Complete the Company’s Initial Business Combination.

On June 1, 2023, 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 June 2, 2023 to July 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On June 27, 2023, 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 July 2, 2023 to August 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On July 28, 2023, 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 August 2, 2023 to September 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On August 31, 2023, 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 September 2, 2023 to October 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On September 27, 2023, 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 October 2, 2023 to November 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On October 27, 2023, 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 November 2, 2023 to December 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On November 27, 2023, 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 December 2, 2023 to January 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

On December 27, 2023, 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 January 2, 2024 to February 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

On January 30, 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 February 2, 2024 to March 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

On March 4, 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 March 2, 2024 to April 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

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).

As of the date of this Annual Report, the Company has exercised its right to extend the deadline to complete its initial business combination eleven 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 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024).

Merger Agreement with Captura Biopharma, Inc.

On August 10, 2022, the Company, the Original Sponsor, and OceanTech Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub 1”) entered into a definitive Agreement and Plan of Merger (“the Merger Agreement 1”) with Captura Biopharma, Inc., a Delaware corporation (“Captura”). Pursuant to the Merger Agreement 1, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated by the Merger Agreement 1, the Company, the Original Sponsor, Merger Sub 1, and Captura planned to effect the merger of Merger Sub 1 with and into Captura, with Captura continuing as the surviving entity. In connection with entry into the Merger Agreement 1, (i) the Company and Captura entered into the voting agreements (the “Captura Voting Agreements”) with certain stockholders of Captura representing approximately 68% of the outstanding voting power of Captura’s equity securities (the “Captura Stockholders”) pursuant to which Captura Stockholders agreed to vote their securities in favor of the approval of the Merger Agreement 1 and the related business combination, and (ii) the Company, the Original Sponsor, and Captura entered into a sponsor support agreement (the “Captura Sponsor Support Agreement”) pursuant to which the Original Sponsor has agreed to vote its Company securities in favor of the approval of the Merger Agreement 1 and the business combination with Captura and to take other customary actions to cause such business combination to occur.

Termination of Merger Agreement with Captura Biopharma, Inc.

On October 13, 2022, the Company and Captura entered into a mutual termination agreement (the “Captura Termination Agreement”) pursuant to which the Company and Captura mutually agreed to terminate the Merger Agreement 1. The termination of the Merger Agreement 1 by the Captura Termination Agreement also terminated and made void the Captura Voting Agreements and Captura Sponsor Support Agreements, each of which were executed concurrently with the Merger Agreement 1.

Merger Agreement with Majic Wheels Corp.

On November 15, 2022, the Company, Merger Sub 1, OceanTech Merger Sub 2, LLC, a Wyoming limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub 2”) and the Original Sponsor entered into a definitive Agreement and Plan of Merger (the “Merger Agreement 2”) with Maji Wheels Corp., a Wyoming corporation (“Majic”). Pursuant to the Merger Agreement 2, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated by the Merger Agreement 2, the Company, Merger Sub 1, Merger Sub 2, the Original Sponsor, and Majic planned to (i) effect the merger of Merger Sub 1 with and into Majic, with Majic continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “First Majic Merger”), and (ii) immediately following the First Majic Merger, effect the merger of Majic, as the surviving entity of the First Merger with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity (the “Second Majic Merger”). In connection with entry into the Merger Agreement 2, (i) the Company and Majic entered into voting agreements (the “Majic Voting Agreements”) with certain stockholders of Majic representing approximately 73% of the outstanding voting power of Majic’s equity securities (the “Majic Stockholders”) pursuant to which the Majic Stockholders agreed to vote their securities in favor of the approval of the Merger Agreement 2 and the related business combination, and (ii) the Company, the Original Sponsor, and Majic entered into a purchaser support agreement (the “Majic Purchaser Support Agreement”) pursuant to which the Original Sponsor has agreed to vote its Company securities in favor of the approval of the Merger Agreement 2 and the related business combination and to take other customary actions to cause such business combination to occur.

Termination of Merger Agreement with Majic Wheels Corp.

On February 3, 2023, the Company and Majic entered into a mutual termination agreement (the “Majic Termination Agreement”) pursuant to which the Company and Majic mutually agreed to terminate the Merger Agreement 2. The termination of the Merger Agreement 2 by the Majic Termination Agreement also terminated and made void the Majic Voting Agreements and the Majic Purchaser Support Agreement, each of which were executed concurrently with the Merger Agreement 2.

Merger Agreement with Regentis.

On May 2, 2023, the Company, R.B. Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger Sub”), and Regentis Biomaterials Ltd., an Israeli company (“Regentis”), entered into an Agreement and Plan of Merger (as amended, collectively, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Regentis (the “Merger” or “Business Combination”), with Regentis continuing as the surviving entity after the Merger, as a result of which Regentis will become a direct, wholly-owned subsidiary of the Company (the “Transaction”).

On July 7, 2023, OTEC and Regentis executed Amendment No. 1 to Agreement and Plan of Merger to increase the merger consideration to $96 million from $95 million to account, in part, for the issuance of Regentis ordinary shares to Maxim (or its designees) pre-Closing for the fee to which it would be entitled upon consummation of the Business Combination.

Form S-4.

The Company filed with the SEC the initial Form S-4 on July 10, 2023, which was amended on September 13, 2023, amended on November 3, 2023, amended on December 20, 2023, and further amended on December 29, 2023 (collectively, the “S-4”) relating to the Merger Agreement, by and among the Company, Regentis and Merger Sub. On December 29, 2023, the Company received the notice of effectiveness from the SEC. The Company’s S-4 can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

OTEC Stockholders Approved the Business Combination with Regentis.

On January 2, 2024, the Company filed with the United States Securities and Exchange Commission (the “SEC”) a definitive proxy statement/prospectus, as supplemented by the Form 8-K filed on January 19, 2024 (collectively, the “Proxy Statement”) with respect to its special meeting of stockholders to be held on February 9, 2024 at 10:30 a.m. EST (the “Special Meeting”) to vote upon the proposals detailed in the Proxy Statement including, among others, a proposal to approve and adopt the Merger Agreement attached to the Proxy Statement as Annex A, by and among the Company, Regentis and Merger Sub. The deadline for holders of its Class A common stock to submit their shares for redemption was on February 7, 2024. At the Special Meeting, the OTEC stockholders voted on each proposal presented, as described in the Proxy Statement, and approved each proposal. No other items were presented for stockholder approval at the Special Meeting.

Compliance with Nasdaq’s Listing Rules.

On January 24, 2023, the Company received written notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (the “Nasdaq”) stating that OTEC’s Market Value of Listed Securities (the “MVLS”) for the last 30 consecutive business days (from November 29, 2022 to January 23, 2023) was below the required minimum of $35 million for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), OTEC has 180 calendar days (the “Compliance Period”) (or until July 24, 2023) to regain compliance. The Notification Letter states that Nasdaq will close the matter and provide written confirmation that the Company has achieved compliance with rule 5550(b)(2) if at any time before July 24, 2023, the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive business days. The Company’s business operations are not affected by the receipt of the Notification Letter and the Company fully intends to regain compliance with Nasdaq listing rules. The Company continued to monitor its Nasdaq listing between the initial filing of the Form S-4 on July 10, 2023, and July 24, 2023, and to evaluate its available options to regain compliance with Nasdaq’s minimum MVLS rule within the Compliance Period.

On July 24, 2023, OTEC submitted a Plan to Regain Compliance with Nasdaq Listing Rule 5550(b)(2) for continued listing on Nasdaq, stating OTEC is working with its investment bankers and financial advisors to ensure that it will have a MVLS of at least $35 million for continued listing on Nasdaq as required, in connection with the Closing of the Business Combination.

On July 25, 2023, OTEC received written notice (the “Delisting Letter”) from Nasdaq that OTEC had not regained compliance with Nasdaq Listing Rule 5550(b)(2) for the MVLS within the Compliance Period in accordance with Nasdaq Listing Rule 5810(c)(3)(C), and, unless OTEC requested an appeal of this determination, its securities would be delisted from Nasdaq, trading of its common stock would be suspended at the opening of business on August 3, 2023, and a Form 25-NSE would be filed with the Securities and Exchange Commission to remove its securities from listing and registration on Nasdaq.

On July 27, 2023, OTEC requested such hearing, and wired the $20,000 fee to Nasdaq for such hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter, to begin the process to appeal such determination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of OTEC’s securities and the filing of the Form 25-NSE pending the panel’s decision.

On July 28, 2023, OTEC received a letter from Nasdaq in which Nasdaq provided a hearing date of September 21, 2023, and written instructions prior to the hearing. On August 30, 2023, OTEC sent its written submission prior to the deadline of noon on September 1, 2023, in compliance with such instructions, detailing its updated plan to regain compliance and including other information requested.

To address the deficiency, OTEC filed a Definitive Proxy Statement on Schedule 14A on August 23, 2023, providing notice of a special meeting of stockholders to be held on September 5, 2023 to propose to amend 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 may be further amended (collectively, and as further amended on September 5, 2023 by that certain Amendment to the Amended and Restated Certificate of Incorporation, the “Existing OTEC Charter”), to provide for the right of the holders of the OTEC Class B Common Stock to convert such shares into shares of the OTEC Class A Common Stock on a one-to-one basis at the election of such holders (the “Founder Share Amendment Proposal”), rather than upon the closing of an initial business combination, in order to authorize OTEC to regain compliance with the MVLS rule of Nasdaq.

OTEC noted that on August 23, 2023, the current holders of the OTEC Class B Common Stock held 2,581,500 shares (held by the Sponsor, and anticipated to be voted for the Founder Share Amendment Proposal), whereas the holders of the remaining OTEC Class A Common Stock held 915,975 shares. Therefore, with the Sponsor holding the majority of voting shares, the Founder Share Amendment Proposal was approved on September 5, 2023, and with conversion of the OTEC Class B Common Stock to OTEC Class A Common Stock, resulted in OTEC’s market value of securities increasing approximately $28,706,280 in addition to OTEC’s then-current market value of securities being approximately $10,185,642, based on calculations utilizing the OTEC Common Stock closing price of $11.12 per share on August 28, 2023. OTEC anticipated the market value of securities of OTEC Common Stock to total approximately $38,891,922, above the required $35 million. The following ten consecutive business days after September 5, 2023, ended ahead of the hearing held on September 21, 2023, which OTEC believed would bring it into compliance and cure its deficiency with the MVLS rule of Nasdaq prior to such hearing.

After the hearing with Nasdaq, OTEC provided a chart listing each of the initial listing requirements and noted how it planned to meet each requirement, as requested by Nasdaq at the hearing. On October 12, 2023, following the hearing, OTEC received a letter from Nasdaq stating that the Company regained compliance under the MVLS requirement. As such, this deficiency has been cured and OTEC is in compliance with Nasdaq’s MVLS requirement.

However, as previously disclosed in a Form 8-K filed September 14, 2023, on September 13, 2023, OTEC received written notice from Nasdaq stating that OTEC currently does not meet the required minimum of 300 public holders for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(3) (the “Public Holder Rule”), and further stated that Nasdaq’s panel would consider this matter in rendering a determination regarding OTEC’s continued listing on Nasdaq at the hearing already scheduled on September 21, 2023. At the hearing, OTEC discussed its anticipated compliance with the Public Holder Rule upon the closing of the Business Combination pursuant to the Merger Agreement with Regentis and the Merger Sub. As noted above, following the hearing, OTEC submitted a chart listing each of the initial listing requirements and noted how it planned to meet each requirement, as requested by Nasdaq at the hearing. On October 9, 2023, the Company received a letter from Nasdaq stating that the panel granted OTEC’s request for an exception until January 2, 2024, subject to the following:

(1) On or before October 20, 2023, OTEC shall demonstrate compliance with MVLS requirement, and

(2) On or before January 2, 2024, OTEC shall complete the Business Combination, and establish compliance with Listing Rule 5505.

On October 10, 2023, the Company further demonstrated compliance with the MVLS requirement and received the confirmation from Nasdaq noted above on October 12, 2023, confirming that OTEC had regained compliance with the MVLS requirement. OTEC anticipates completing the Business Combination pursuant to the Merger Agreement with Regentis and Merger Sub, and upon such completion, expects to establish compliance with Listing Rule 5505 and the Public Holder Rule.

On December 20, 2023, Nasdaq granted OTEC’s oral request to extend the deadline of January 2, 2024 to January 22, 2024.

On January 5, 2024, the Company, received written notice from Nasdaq stating that because the Company has not yet held an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended December 31, 2022, the Company no longer complies with Listing Rules 5620(a), 5810(c)(2)(G), and IM-5620 for continued listing (the “Annual Meeting Requirement”), and requesting a response from the Company by January 12, 2024.

On January 9, 2024, the Company submitted its plan to regain compliance with the Annual Meeting Requirement by closing the Business Combination. The Company noted that the S-4 contains the audited financial statements of the Company and of Regentis for their 2022 fiscal years, and the unaudited interim financial statements of the Company and of Regentis as of and for the fiscal period ended September 30, 2023 along with unaudited pro forma financial statements for review by stockholders. Additionally, upon Closing, the combined entity will be required to be in compliance with the Annual Meeting Requirement by December 31, 2024, and the combined entity plans to hold an annual meeting in 2024 in accordance with such requirement. Further, in anticipation of Closing, the Company filed the Proxy Statement with the SEC on January 2, 2024 and had already scheduled the special meeting for stockholders to vote on the Business Combination. If the Company were to hold an annual meeting after such Special Meeting date, the stockholders of the Company would be asked to vote on items that are moot (for example, the election of existing Company directors after approving at the special meeting the election of the directors to serve on the Company’s board of directors post-Closing) or such stockholders may have already redeemed, which would likely cause stockholder confusion and legal uncertainty as to the effect of the subsequent election of a different slate of directors who would not ultimately be the slate of directors who would serve on the board of directors upon the Closing of the Business Combination. The Company would also be unable to furnish to its stockholders an annual report as required by applicable SEC rules given the requirement to include audited financial statements for 2023, which would not yet be available, and as noted above, the Company has provided stockholders with the audited financial statements for 2022 included in the S-4 and the Proxy Statement mailed to stockholders.

On January 22, 2024, the Company received a notice from Nasdaq, providing that because the Company had not yet closed the Business Combination, trading in the Company’s shares would be suspended at the open of business on January 24, 2024. Additionally, the notice from Nasdaq stated that the Company may appeal the decision and request that the Nasdaq Listing and Hearing Review Council review such decision. A written request for review must be received within 15 days from the date of the decision and pursuant to Nasdaq Listing Rule 5820(a), the Company must submit a fee of $15,000 to Nasdaq to cover the cost of the review. Unless the Company submitted such appeal, the Company’s shares would be delisted from Nasdaq. The Company submitted the request for the appeal on January 23, 2024, which was accepted by Nasdaq on January 24, 2024, at which time, Nasdaq requested the Company submit the brief memorandum.

On February 5, 2024, the Company submitted its brief memorandum and on February 23, 2024, the Company received the brief memorandum from the staff of Nasdaq to which it responded on March 1, 2024 with the following updates:

●

The Company now currently has 290 round lot holders (100 of whom hold positions of $2,500.00 or greater), and anticipates being able to obtain approximately 108 additional public holders arising from the liquidation of the Company’s sponsor and approximately 40 additional public holders arising from the issuance of Merger Consideration shares to Regentis securityholders at Closing. The Company expects approximately 438 public holders, well above the 300 public holders required by the Public Holder Requirement. Given the redemptions to date, it is the intention of the Company to release the individual members holding shares from the sponsor liquidation from the lock-up.

●

The Company did not take into account that current public holders in the Company may exercise redemption rights prior to the Business Combination to reduce the number of public holders because the redemption period ended on February 7, 2024, as set forth in the Proxy Statement. As such, the Company does not expect any additional redemptions. Additionally, because the Company is currently suspended from trading on Nasdaq, these public holders are not expected to trade.

●

The Company has made significant progress since the Company’s brief memorandum submitted on February 5, 2024, and believes it will be in compliance with the Public Holder Requirement upon the Closing of the Business Combination.

●

In response to the staff’s comments regarding the Annual Meeting Requirement, the Company previously discussed with Stanley Higgens of Nasdaq and came to the conclusion together that it would be unable to hold the annual meeting in accordance with the Annual Meeting Requirement as further detailed and set forth below. However, the Company and Regentis, as the combined entity (the “Post-Closing Company”) can and will hold an annual meeting in accordance with the Annual Meeting Requirement. Because of this, the Company again requested the extension of time to comply with the Annual Meeting Requirement.

●

To recap, the reasons the Company was unable to hold the annual meeting include that the Company originally intended to close the Business Combination prior to the end of 2023. In anticipation of Closing, the Company filed a definitive proxy statement/prospectus pursuant to Rule 424(b)(3) under the Securities Act and Regulation 14A of the Securities Exchange Act on January 2, 2024 and has scheduled the special meeting for stockholders to vote on the Business Combination on February 9, 2024. If the Company were to hold an annual meeting after such special meeting date, the stockholders of the Company would be asked to vote on items that are moot (for example, the election of existing Company directors after approving at the special meeting the election of the directors to serve on the Company’s board of directors post-Closing) or such stockholders may have already redeemed, which would likely cause stockholder confusion and legal uncertainty as to the effect of the subsequent election of a different slate of directors who would not ultimately be the slate of directors who would serve on the board of directors upon the Closing of the Business Combination. Because the stockholders that may no longer even plan to be stockholders in connection with redeeming shares would be voting on a slate of directors that were no longer going to be directors upon the Business Combination, we agreed that holding an annual meeting would be moot and not in accordance with the intent of the Annual Meeting Requirement.

●

Additionally, the Company will be unable to furnish to its stockholders an annual report as required by applicable SEC rules given the requirement to include audited financial statements for 2023, which will not be available until after the completion of the Business Combination. The Company has provided stockholders with the S-4 and the proxy statement/prospectus mailed to stockholders, which contain the audited financial statements of the Company and of Regentis for their 2022 fiscal years, and the unaudited interim financial statements of the Company and of Regentis as of and for the fiscal period ended September 30, 2023, along with unaudited pro forma financial statements for review by stockholders.

●

Though the Company was not able to hold the annual meeting, the Company has held special meetings in 2023 and already in 2024. Additionally, upon Closing, the Post-Closing Company will be required to be in compliance with the Annual Meeting Requirement by December 31, 2024, and the Post-Closing Company will hold an annual meeting in 2024 in accordance with such requirement.

The Company received an additional request from the staff of Nasdaq on March 11, 2024, to which it responded on March 15, 2024. The response included the closing conditions then in process, the necessary approvals and tax rulings required by Israeli law with the status of the same, the Company’s balance sheet and cash on hand, and the status of PIPE investments—all of which the Company provided.

On April 2, 2024, the Company received another request for further updates from the staff of Nasdaq. On April 5, 2024, the Company provided the following:

●

The Closing of the Business Combination has not yet occurred due to a delay with Nasdaq’s approval of the initial listing application for the post-closing entity. Upon further recent discussions with Nasdaq, given trading in the Company’s securities has been suspended since January 2024, we understand that Nasdaq requires the Company to establish an initial listing/bid price for the stock through over the counter trading and that they would need to evaluate a minimum of 5 trading days to establish such initial listing/bid price for the stock. The Company immediately reached out to FINRA to discuss the process for enabling over the counter trading of the Company’s stock, and FINRA advised the Company that special purpose acquisition companies whose securities are suspended from trading are not automatically eligible for over the counter trading. As such, the Company was required to request that a market maker apply to FINRA to permit trading of the Company’s stock over the counter . The Company discussed this application process with Maxim Group LLC, which is acting as a market maker for the Company’s securities listed on Nasdaq, and on March 25, 2024, Maxim Group LLC submitted the requisite Form 211 with FINRA to initiate the process to qualify the Company’ securities for over the counter trading. The Company and Maxim Group LLC have provided all information requested by FINRA and are currently awaiting approval to trade over the counter. After FINRA’s approval, as noted above, Nasdaq requested that the Company’s stock trade for a minimum of 5 trading days to establish the requisite initial listing/bid price for the stock. The Company anticipates that Nasdaq will then approve the initial listing application and the Company will be able to move forward with the Closing of the Business Combination.

●

As provided on March 15, 2024, before the parties are able to close the Business Combination, the parties must satisfy the following closing conditions, as more fully described in Article VI of the Merger Agreement and on pages 39-40 of the Proxy Statement:

○

Approval, subject to official notice of issuance, of the listing application with Nasdaq in connection with the transactions and the Merger Consideration. The Company and Regentis have been in close contact with the Nasdaq initial listings representatives working through the initial listing qualification requirements, as noted above, including with respect to the over the counter trading needed to establish the initial listing/bid price for the stock.

○

The 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 (the “Available Closing OTEC Cash”) shall be equal to or greater than $6,000,000 (after payment of expenses). The Company, Regentis, each of their counsel and Maxim Group LLC have finalized their negotiations of the financing documents with investors for the requisite financing sources to provide the necessary funding required for Closing and expect to sign the definitive documentation for this financing in connection with the Closing. Regentis expects to waive the minimum Available Closing OTEC Cash condition in connection with the Closing.

○

A final affidavit stating that all closing conditions have been satisfied is required to be filed with the Israeli Register of Companies before a certificate of merger can be obtained for the Business Combination. The timeframe between filing the final affidavit and being able to obtain the certificate of merger is usually a few business days in Israel (Sunday-Thursday, Israeli time). The Company and Regentis are pending confirmation from Nasdaq for clearance to list prior to being able to submit such form. However, the parties have provided draft, unsigned affidavits for review by the Israeli Register of Companies in hopes of expediting such timeline between being able to submit the final affidavit when all closing conditions are satisfied and obtaining the certificate of merger.

Our Business Strategy & Competitive Strengths

We focused our search for an initial business combination on private companies that have either positive operating cash flow or compelling unit economics combined with a clear path to positive operating cash flow, tangible or intangible assets with significant barriers to entry, and experienced incentivized management teams. Our selection process allowed us to leverage a unique set of relationships with proven deal-sourcing capabilities to provide us with a strong pipeline of potential targets. We expect to distinguish ourselves with our ability to:

●

Leverage our Extensive Network of Relationships to Create a Unique Pipeline of Acquisition Opportunities. We believe the combination of our Chief Executive Officer Suren Ajjarapu’s broad investment and operating experience in addition to our ability to access a deep network of public and private enterprises, experienced operators, restructuring advisors, attorneys, accountants, family offices, hedge funds, and private equity firms enabled us to identify and evaluate compelling target businesses.

●

Employ a Rigorous Systematic Process of Identifying Target Companies and Acquiring a Business that will be Well-Received by the Public Markets. We believe that our management’s strong M&A and investment track record in both private and public markets, combined with extensive public market trading experience, provide a distinct advantage for identifying, valuing and completing a business combination that will meet our investors’ expectations.

●

Providing an Alternative Path to Becoming Public. We believe our structure makes us an attractive business combination partner to prospective target businesses that desire to become a publicly listed company. A merger with us will offer a target business an alternative process to a public listing rather than the traditional initial public offering process. We believe that target businesses may favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the traditional initial public offering. Furthermore, now that the proposed business combination was approved by our stockholders and the transaction is planned to be consummated, the target business will effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders’ interests than it would as a private company. A public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management. With public company corporate governance standards, a target business may become attractive to public investors.

●

Strong and Stable Financial Position with Flexibility. With funds in the Trust Account of approximately $9,326,615 as of April 4, 2024, available to use for a business combination and to pay the February Redemptions of approximately $9.2 million, we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, since we have no specific business combination under consideration, we have not taken any steps to secure third party financing and there can be no assurance that it will be available to us.

Business Strategy and Target Industries

While we initially sought to pursue a target in the leisure marine, yachting and superyachting industries, our Board of Directors has determined that we should broaden our search to additional industries in order to complete a business combination and maximize profit to shareholders. We have sought to enter into a business combination with a business that is well positioned to leverage the industry expertise, insights and relationships of the New Sponsor, our board of directors and advisory board, and to create significant opportunities for value creation and improved financial performance.

While we may acquire a business in any industry, our focus will be on industries in Europe, the United States and other developed countries. Regentis is an Israeli company. We believe this focus is attractive for a number of reasons:

●

Broad Universe of Potential Targets. We intend to focus our investment effort broadly across multiple industries. We believe that our investment and operating expertise across multiple industry verticals will give us a large, addressable universe of potential targets. The diversity of the target universe and the number of largely uncorrelated subsectors maximizes that likelihood that our management team will be able to identify and execute an attractive transaction.

●	*Strong Access to Transformative Technology*. Using the growing repertoire of emerging technologies, we believe tomorrow’s innovators are poised to digitize, refresh and revolutionize the economy.

Acquisition Criteria

Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities and will initially target businesses with enterprise values of approximately $250 million to $1.0 billion, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe has the following characteristics:

●

Benefits from a Public Currency and Access to Public Equity Markets. Access to the public equity markets could allow the target company to utilize additional forms of capital, enhancing its ability to pursue accretive acquisitions, high-return capital projects, and/or strengthen its balance sheet and recruit and retain key employees through the use of publicly-traded equity compensation.

●	*Has a Strong Competitive Position and Growing Platform.* We will seek to invest in companies that we believe possess not only established business models and sustainable competitive advantages, but also a growing platform for equity investors.

●

Operated by a Talented and Incentivized Management Team. We will focus on companies with strong and experienced management teams that desire a significant equity stake in the post-business combination company. We will seek to partner with a management team and/or seller who is well-incentivized and aligned in an effort to create stockholder value.

●	*Benefits from Our Ability to Uniquely Structure Transaction to Unlock and Maximize Value.* We will look for situations where our extensive experience and creativity can architect a win-win solution for both sides of the transaction.

●	*Benefits from a Digital Transformation.* We will be looking for opportunities that we will be able to propel forward by introducing advance technologies which will enhance the target operations and EBITDA.

Initial Business Combination

We will have until June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) to consummate an initial business combination in accordance with the past charter amendments. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

Status as a Public Company

We believe our structure will make us an attractive business combination partner to target businesses. As a public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. Following an initial business combination, we believe the Regentis will have greater access to capital and additional means of creating management incentives that are better aligned with stockholders’ interests than it would as a private company. A target business can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of Common Stock or for a combination of our shares of Common Stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with an initial business combination with us.

Furthermore, once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder approval of any proposed initial business combination, negatively.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our 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 our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th.

Corporate Opportunities

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. Further, OTEC’s officers and directors do not hold positions nor devote their time to any other special purpose acquisition companies that would have competing interests with those of OTEC. 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.

Our Business Combination Process

In evaluating prospective business combinations, we have conducted a thorough due diligence review process that encompassed, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We sought to utilize the expertise of our management team in evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business.

Certain of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Our Management Team

Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they, in the exercise of their respective business judgement, deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. We do not have an employment agreement with any member of our management team.

We believe our management team’s operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships in the various industries. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, our management team’s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions.

Financial Position

As of December 31, 2023, we had funds available for an initial business combination in the amount of approximately $9.4 million assuming no redemptions and after payment of $3.6 million of deferred underwriting fees and before fees and expenses associated with our initial business combination. With these funds we offer Regentis a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to Regentis to fit its needs and desires. As of December 31, 2023, we had not secured third party financing and there can be no assurance it will be available to us at the time of closing the Business Combination.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations until after we consummate our initial business combination with Regentis. We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the Private Placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of our Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We are seeking to complete our initial business combination with Regentis, which may be financially unstable or in its early stages of development or growth, and that could subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Common Stock, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the Trust Account. In addition, we intend to target businesses larger than we could acquire with the net proceeds of our offering and the sale of the Private Placement Warrants and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately, or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

Sources of Target Businesses

In no event will our New Sponsor or any of our existing officers or directors, or any entity with which our New Sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our New Sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination. Commencing on May 28, 2021, we agreed to pay the Original Sponsor a total of $10,000 per month until March 13, 2023 and then to pay the New Sponsor from March 13, 2023 for office space, utilities and secretarial and administrative support and to reimburse the New Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination.

The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business combination candidate. We are not prohibited from pursuing an initial business combination with an initial business combination target that is affiliated with our New Sponsor, officers or directors or making the initial business combination through a joint venture or other form of shared ownership with our New Sponsor, officers or directors. If any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

As previously disclosed, the Company sought to close business combinations with two other companies prior to seeking the Business Combination with Regentis. After deciding to mutually terminate each of those two, the Company started identifying other targets, and received Regentis’ information from Maxim. On February 3, 2023, Maxim introduced Regentis to Mr. Adir and Mr. Ajjarapu. When the Regentis opportunity was presented to OTEC, it was aware, and considered, that Maxim, as Regentis’ financial advisor, would receive a success fee from Regentis if the Business Combination was consummated in addition to the deferred underwriting fees it would receive from OTEC for its role as OTEC IPO underwriter. OTEC confirmed its understanding of Maxim’s role in the Business Combination and deemed it to be not material with regards to conflict of interest as the OTEC IPO had already been consummated on June 2, 2021 pursuant to the Underwriting Agreement, Maxim exercised its over-allotment option limited to 326,000 Units on June 17, 2021 with the remaining over-allotment option terminating on June 22, 2021, and Maxim had waived its right of first refusal in exchange for a cash payment of $2 million upon the closing of a business combination on December 15, 2021 as a result of a demand made by a potential target. Given that Maxim had not been advising OTEC since the OTEC IPO, both Maxim and OTEC considered the previous arrangement between them to have terminated or otherwise expired and there was not an ongoing relationship, other than remaining deferred underwriting fees to be paid as such compensation had already been earned. Maxim continued to present companies to OTEC for consideration to the extent that Maxim was engaged by the potential target as financial advisor. Maxim is not acting as financial advisor to OTEC in the transaction with Regentis. The cash payment due to Maxim under the amendment to the underwriting agreement is due to Maxim regardless of whether Maxim acts as financial advisor to Regentis or any other potential target. Thus, OTEC believed that the fee due to Maxim was not a conflict from Maxim representing Regentis in this transaction.

On February 4, 2023, OTEC and Regentis executed an NDA, following which Mr. Adir, Mr. Ajjarapu, representatives from Maxim, and representatives from Doron Tikotsky Kantor Gutman Nass & Amit Gross (“DTKGG”), Israeli counsel to Regentis which was initially engaged in February 2019, attended an initial meeting with management of Regentis. At this meeting, Regentis’ management team presented and provided additional information and details on their technology, roadmap, regulatory process, financial statements and projections, market opportunity and business strategy.

After the meeting on February 4, 2023, the data room for Regentis was opened, following which, members of OTEC’s management, representatives of Nelson Mullins and later, Goldfarb Gross Seligman & Co., Israeli counsel to OTEC, which was initially engaged in March 2023, began reviewing the contents of the data room. From such time and until the execution of the Merger Agreement, OTEC and its representatives and advisors conducted or caused to be conducted, business, financial, accounting, tax, commercial and labor due diligence review, including representatives of Nelson Mullins and Goldfarb Gross Seligman & Co., reviewing certain legal due diligence of Regentis. OTEC held meetings and had various discussions with members of Regentis’ management and its advisors and representatives on such due diligence matters. 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.

Additionally, in the weeks following the execution of the NDA by OTEC and Regentis on February 4, 2023, and prior to the execution of the LOI (as defined below) by OTEC and Regentis on February 28, 2023, Mr. Ajjarapu, Mr. Adir and Mr. Peterson held telephonic conferences and virtual meetings to discuss commercial and legal due diligence on Regentis’ business to assist OTEC and its advisors in understanding Regentis’ financial position and business prospects. Representatives of OTEC and Regentis discussed the terms of the Business Combination between the parties, including valuation, valuation methodology and financial and operating projections, subject to OTEC and its advisors further reviewing due diligence of Regentis and its business operations. Key aspects that were considered throughout these negotiations include:

●

Unmet medical need for Regentis’ products in U.S. markets, Europe, India and other parts of the world and resulting demand for such products;

●

FDA approval process in the U.S.;

●

Stage of the FDA approval in the U.S.;

●

Timeframe for the FDA to approve Regentis’ products in the U.S.;

●

Cost benefit analysis of the current treatment options available versus Regentis’ products providing a solution;

●

Pricing and manufacturing aspects of Regentis’ products in the US;

●

Market size of Regentis’ products in the U.S.;

●

Details regarding approval of Regentis’ products for use in Europe;

●

Strategy for how to commercialize Regentis’ products in Europe while waiting on FDA approval in the U.S.;

●

Pricing and manufacturing aspects regarding the launch of Regentis’ products in Europe;

●

Market size of Regentis’ products in Europe;

●

Timeframe for Regentis to commercialize its products in Europe quickly and effectively;

●

Details regarding approval of Regentis’ products for use in markets for the rest of the world, including India;

●

Strategy for how to commercialize Regentis’ products in the rest of the world, including India;

●

Pricing and manufacturing aspects regarding the launch of Regentis’ products in India and other parts of the world;

●

Market size of Regentis’ products in in the rest of the world, specifically the market in India;

●

Timeframe for Regentis to commercialize its products in India and potentially other parts of the world quickly and effectively;

●

Stage of existing financial audits in place; and

●

Auditors engaged and quality of such financial audits.

OTEC arrived at a valuation proposal of $75 million based on DCF models, WACC models, and EBITDA multiples models. This valuation was presented to the OTEC board of directors verbally and to the Maxim team verbally, who presented such valuation to Regentis. Regentis came back with a valuation expectation of $125 million. The discussions on valuation between OTEC and Regentis continued with topics described above being argued and weighed by both parties in their valuation proposals in numerous conference calls and electronic mail communications between the business management teams of Regentis and OTEC. As the discussions continued, both sides made valuation proposals that narrowed their differences of the valuation of Regentis. Regentis advocated that with a swift, more aggressive timeline to consummate the Business Combination and bring its products to market, Regentis would be worth more, while OTEC advocated for a lower valuation given the uncertainty regarding the timeline to bring Regentis’ products to the market. Given the multiple factors that were considered in the negotiations and the multiple proposals made by both sides, the weighting of the various factors by each party in agreeing to the valuation may reflect different views on any factor by both parties. Ultimately, after several rounds of discussions with Regentis, Maxim, and the OTEC Board, the valuation was initially agreed to be $95 million, approximately $20 million higher than OTEC’s original proposal and approximately $30 million lower than Regentis’ original expectation based on each party’s evaluation of the factors that affected the valuation.

After the data room review, Mr. Adir, Mr. Ajjarapu and other members of the OTEC management team prepared a draft letter of intent (the “LOI”). It was presented, and following discussions, approved by the OTEC board of directors on February 16, 2023.

After approval of the OTEC board of directors, the draft LOI was sent to Regentis on February 16, 2023, outlining the terms of a prospective business combination.

While the LOI was being negotiated, OTEC continued to pursue other potential opportunities.

On February 28, 2023, OTEC held a board meeting during with management and the board of directors discussed extension capital funding options, and in an effort to protect investors in OTEC, OTEC’s board of directors considered whether it would be more effective to facilitate a change in OTEC’s sponsor from the Initial Sponsor to Sponsor to see the completion of an initial business combination, with Sponsor’s understanding of the then-current market for special purpose acquisition companies in the United States. Mr. Ajjarapu was a board member of the Initial Sponsor located in the United States, where OTEC is based, while many of the other board members of the Initial Sponsor were located in Spain and other parts of Europe. OTEC’s board of directors believed that Mr. Ajjarapu had the expertise to complete an initial business combination based on his knowledge of the market for special purpose acquisition companies in the United States, ability to raise cash for any minimum cash requirement and prior experience with mergers and acquisitions. At that time, the Initial Sponsor had not been able to complete a business combination with Captura or Majic Wheels, and was open to Sponsor assuming its obligations in exchange for the terms noted below. It was determined, and the OTEC board of directors approved, the sale of the OTEC securities held by the Initial Sponsor to Sponsor, controlled by Mr. Ajjarapu (who was also on the board of directors of the Initial Sponsor, and is currently the chief executive officer of OTEC and controls the Sponsor), with Sponsor assuming certain obligations of Initial Sponsor and acquiring the OTEC Class B Common Stock of Initial Sponsor upon the following terms: (i) Sponsor will pay Initial Sponsor $1 (one dollar); (ii) Sponsor will convey 250,000 shares of OTEC Class B Common Stock as the Closing Shares to 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. Such PSA was designed in order to provide a return on capital to the holders of such OTEC Class B Common Stock upon the closing of the Business Combination and reimburse the Initial Sponsor for expenses incurred such that Initial Sponsor could recover from its investments in OTEC up until this point, while also agreeing to terms suggested by members of OTEC and presented by Sponsor to avoid an initial business combination not being consummated, which would result in Initial Sponsor losing capital. Sponsor required the terms noted above in order to move forward with consummating an initial business combination and investing its capital in OTEC. Also on February 28, 2023, Sponsor acquired the Founder Shares held by Initial Sponsor and set up a new board and replaced the Chief Executive Officer and Chief Financial Officer.

Also on February 28, 2023, the new management of OTEC had a meeting with Regentis during which the LOI was negotiated. These negotiations focused principally on the Closing Cash Condition and the need for an earn-out. The new management of OTEC wanted no Closing Cash Condition while Regentis sought a higher amount. Given that Mr. Ajjarapu had been involved in the negotiation of the valuation for Regentis, the parties did not renegotiate the valuation. Ultimately, the parties settled at the $6 million after payment of expenses. OTEC believed this amount would be obtainable in current market conditions and Regentis believed that this was the minimum amount necessary to achieve its immediate financing needs. With respect to the earn-out, Regentis wanted all of the consideration to be provided at Closing, essentially increasing the valuation, while OTEC insisted on more of the consideration to be performance based over a three-year period. OTEC ultimately agreed to the earn-out so that if Regentis were to deliver on what it believed it was capable of, the Regentis shareholders would benefit and that OTEC stockholders were not unduly at risk with an in appropriately high valuation at closing. Thus, both sides stockholders share the execution risk. Ultimately, the parties agreed on the earn-out terms described elsewhere in this proxy statement/prospectus.

Following the negotiations between OTEC and Regentis, the Regentis board of directors approved the execution of the LOI with OTEC.

Also on February 28, 2023, the LOI was executed by OTEC and Regentis.

On March 7, 2023, OTEC and Regentis held a meeting and negotiated the terms of the LOI, reviewed diligence and discussed milestones and other items necessary to effect the Business Combination.

On March 12, 2023, Goldfarb Gross Seligman & Co., Israeli counsel to OTEC was formally engaged.

On March 13, 2023, Sponsor assumed certain obligations of the Initial Sponsor and acquired the shares of Initial Sponsor. Mr. Ajjarapu, the sole member of Sponsor, replaced Mr. Adir as Chief Executive Officer of OTEC. Mr. Knuettel II, an unrelated party, replaced Mr. Baumgartner as Chief Financial Officer of OTEC.

On March 14, 2023, OTEC and Regentis held a meeting and continued negotiations regarding the terms of the LOI and reviewed additional diligence.

On March 16, 2023, the parties and counsel began discussions regarding consequences to Israeli shareholders resulting from the Business Combination.

On March 17, 2023, the parties began discussing clearance from the Israeli tax authority, and decided to change the structure of the transaction to minimize tax consequences.

On March 21, 2023, OTEC and Regentis held a meeting and continued negotiations regarding the terms of the Merger Agreement and reviewed additional diligence.

On March 27, 2023, the parties discussed the merger process and tax consequences with Israeli tax counsel, whereby several drafts of the Merger Agreement were updated.

On March 28, 2023, OTEC and Regentis held a meeting and continued negotiations regarding the terms of the Merger Agreement and reviewed additional diligence.

On April 12, 2023, Israeli counsel provided material negotiations on the Merger Agreement.

On April 18, 2023, the accounting and auditing teams of each of OTEC and Regentis held a meeting and reviewed additional diligence, audit status and relevant terms of the Merger Agreement.

Also on April 18, 2023, OTEC and Regentis held a meeting and continued negotiations regarding the terms of the Merger Agreement and reviewed additional diligence. The parties finalized the structure to be approved by the Israeli tax authority.

On April 18, 2023, the parties discussed obtaining a fairness opinion, and OTEC entered into an engagement letter with Mentor.

On April 20, 2023, the accounting and auditing teams of each of OTEC and Regentis held a meeting and reviewed additional diligence, audit status and relevant terms of the Merger Agreement. The parties further negotiated representations and warranties in the Merger Agreement.

On April 23, 2023, OTEC began setting up the Merger Sub. The parties discussed finalizing the Ancillary Documents and disclosure schedules.

On April 25, 2023, the accounting and auditing teams of each of OTEC and Regentis held a meeting and reviewed additional diligence, audit status and relevant terms of the Merger Agreement.

On April 27, 2023, the accounting and auditing teams of each of OTEC and Regentis held a meeting and reviewed additional diligence, audit status and relevant terms of the Merger Agreement.

On April 27, 2023, OTEC and Regentis held a meeting and continued negotiations regarding the terms of the Merger Agreement and reviewed additional diligence. The parties began negotiating the arrangement for the Earnout Shares.

On April 28, 2023, OTEC and Regentis held a meeting and continued negotiations regarding the terms of the Merger Agreement and reviewed additional diligence. OTEC received an initial draft of the fairness opinion regarding the valuation of Regentis.

On April 30, 2023, the parties resumed discussions around Israeli tax consequences of the Business Combination.

Specifically, regarding the negotiations surrounding the Ancillary Documents, Earnout Shares and the Closing Cash Condition, OTEC and Regentis focused on the following:

●

OTEC considered details regarding Regentis’ product and available markets;

●

After such discussion regarding the product and markets, Regentis centered on the cash needed for the FDA clinical trials in the U.S. and for the launch of the product in Europe;

●

The parties considered the amount of funds required to be available in the Trust Account, market conditions in the U.S., Europe, India and the rest of the world, and the current trend for redemptions occurring to other special purpose acquisition companies;

●

Upon these discussions, both Regentis and OTEC determined it would be possible to have 100% redemptions and if such were to occur, decided to maintain a minimum amount of cash to run the operations and decided upon the Closing Cash Condition;

●

Regentis and OTEC discussed alternative options to fund the Post-Closing Company at Closing, such as forward purchase agreements, non-redemption agreements, PIPE Investments and convertible notes;

●

Sponsor agreed to work with Maxim, who was acting as financial advisor to Regentis, and other advisors to negotiate various soft terms before signing any binding agreements for funding in connection with the Business Combination with Regentis ;

●

OTEC and Regentis continued to review market conditions, specifically for PIPE Investments, and discuss soft terms, including terms for the non-redemption agreements and convertible notes, and the tasks to be completed by the Sponsor to prepare for the Closing of the Business Combination;

●

The Sponsor Earnout Shares were proposed to pledge and fund OTEC in an effort to raise capital after discussing typical terms for such financing with several parties and to compensate the Sponsor for tasks completed and investment in the Transactions; and

●

The parties also agreed to enter into the Sponsor Support Agreement in an effort to raise the funds for the Closing Condition.

On May 2, 2023, OTEC and Regentis held a meeting and continued negotiations regarding the terms of the Merger Agreement and reviewed additional diligence.

Also on May 2, 2023, OTEC and Regentis executed the Merger Agreement and Ancillary Documents.

On May 3, 2023, OTEC issued a press release and filed a Current Report on Form 8-K with the SEC announcing the execution of the Merger Agreement and Ancillary Documents.

In a special meeting held on May 30, 2023, stockholders approved the Second Amendment to the Amended and Restated Certificate of Incorporation, which allowed OTEC to extend the date by which we must either consummate a business combination or liquidate by up to twelve one-month extensions to June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended). To obtain each 1-month extension, our Sponsor or any of their affiliates or designees must deposit into the Trust Account $30,000 for each such one-month extension (pursuant to non-interest bearing, unsecured loan to OTEC in the aggregate of $360,000 for such payment and 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). In connection with the approval of the Second Amendment to the Amended and Restated Certificate of Incorporation on May 30, 2023, holders of 1,035,788 of our public shares exercised their right to redeem those shares for a pro rata portion of the funds in the Trust Account for cash at an approximate price of $10.84 per share, for an aggregate of $11,233,821, leaving 812,715 of our public shares outstanding after the May 30, 2023 stockholders meeting. See the S-4 section entitled “OTEC’s Business—Significant Activities Since Inception—Charter Amendments” for additional details.

On July 5, 2023, Regentis formally engaged Maxim to serve as its financial advisor to provide general financial advisory and investment banking services to Regentis in connection with the Business Combination. Maxim will be entitled to a fee for those services equal to a number of Regentis ordinary shares that would convert into 172,800 shares of the Post-Closing Company Common Stock, contingent upon the Closing. Maxim and its affiliates may provide additional investment banking services to Regentis and its affiliates or the Post-Closing Company in the future, for which it would expect to receive customary compensation. Maxim had been previously engaged by Regentis in June 2021 to serve as underwriter in connection with Regentis’ prior initial public offering process that did not move forward.

On January 2, 2024, the Company filed with the SEC a definitive proxy statement/prospectus, as supplemented by the Form 8-K filed on January 19, 2024 with respect to its Special Meeting of stockholders to be held on February 9, 2024 at 10:30 a.m. EST to vote upon the proposals detailed in the Proxy Statement including, among others, a proposal to approve and adopt the Merger Agreement attached to the Proxy Statement as Annex A, by and among the Company, Regentis and Merger Sub. The deadline for holders of its Class A common stock to submit their shares for redemption was on February 7, 2024. At the Special Meeting, the OTEC stockholders voted on each proposal presented, as described in the Proxy Statement, and approved each proposal. No other items were presented for stockholder approval at the Special Meeting. In connection with the Special Meeting, OTEC stockholders holding 800,312 shares of OTEC class A common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. The trustee’s preliminary calculations are that approximately $9,227,597 (approximately $11.53 per Public Share) would be removed from the Trust Account to pay such holders.

OTEC’s Board of Directors’ Reasons for the Business Combination and Recommendation of the Board of Directors

Management Assessment

OTEC’s board of directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement 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 of the S-4 entitled “Cautionary Statement Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data.”

●

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 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 the S-4. The board of directors and management of OTEC are of the view that The Mentor Group, Inc.’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.

	●	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 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 and in the S-4.

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 the S-4 section entitled “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.

	●	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.

	●	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 above 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. 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 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.

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 S-4, section entitled “Interests of OTEC’s Sponsor, Directors and Officers in the Business Combination” for a further discussion of these considerations.

Selection of a Target Business and Structuring of our Initial Business Combination

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of our initial business combination will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes of Nasdaq’s 80% of net assets test.

The Nasdaq Proposal

At the Special Meeting, OTEC stockholders were asked to vote on the Nasdaq Proposal, as noted in the S-4, 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 S-4 section entitled “Proposal Two – The Nasdaq Proposal”.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. In addition, we intend to focus our search for an initial business combination in a single industry. By completing our initial business combination with only a single entity, our lack of diversification may:

●	subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

●	cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intended to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with Regentis, our assessment of such target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

Following an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Permitted Purchases of our Securities

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our New Sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the Trust Account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination.

The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our shares of Common Stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our New Sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our New Sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our New Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination. Our New Sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our New Sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our New Sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Common Stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.

As of February 9, 2024, the redemption price was approximately $11.53 per share of OTEC Class A Common Stock based on the amount in the Trust Account at the time of the Special Meeting. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our New Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Common Stock upon the completion of our initial business combination either (i) following the Special Meeting to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we sought stockholder approval of the proposed initial business combination or shall conduct a tender offer, will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

As previously disclosed, we sought stockholder approval at the Special Meeting, whereby the Business Combination was approved. In connection with the Special Meeting, OTEC stockholders holding 800,312 shares of OTEC class A common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. The trustee’s preliminary calculations are that approximately $9,227,597 (approximately $11.53 per Public Share) would be removed from the Trust Account to pay such holders.

Our initial stockholders counted toward this quorum and pursuant to the letter agreement, our New Sponsor, officers and directors agreed to vote their founder shares and any public shares purchased during or after our Initial Public Offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

The New Sponsor beneficially owns and was entitled to vote an aggregate of 2,581,500 shares or approximately 58.3% of the outstanding Company Common Stock. As a result, the Company does not need any public shares to be voted in favor of an initial business combination (assuming all outstanding shares are voted and our New Sponsor, officers, directors and their affiliates do not purchase any units after our offering) in order to have our initial business combination approved.

Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately prior to and upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.

Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights

We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we furnished to holders of our public shares in connection with our initial business combination indicated whether we were requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the initial business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed initial business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the initial business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion of the initial business combination during which he or she could monitor the price of the company’s stock in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the initial business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the initial business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial business combination is not completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024).

Redemption of Public Shares and Liquidation if no Initial Business Combination

In a special meeting held on November 29, 2022, our stockholders approved the First Charter Amendment, changing the structure and cost of our right to extend the date by which we must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, or else (ii)(a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the meeting, stockholders further approved an amendment to the Trust Agreement, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the business combination period. The First Charter Amendment allowed us to extend the Termination Date by up to six (6) one-month extensions to June 2, 2023. To obtain each 1-month extension, our Original Sponsor, Sponsor or any of their affiliates or designees must deposit into our Trust Account $125,000 for each such one-month extension until June 2, 2023 and the procedure relating to any such extension, as set forth in the Trust Agreement, must be complied with. In connection with the approval of the First Charter Amendment on November 29, 2022, holders of 8,477,497 of our public shares exercised their right to redeem those shares for a pro rata portion of the funds in the Trust Account for cash at an approximate price of $10.32 per share, for an aggregate of approximately $87.54 million, leaving 1,848,503 of our public shares outstanding after the November 29, 2022 shareholders meeting. Following such redemptions, the Company had approximately $20 million left in its Trust Account.

On May 30, 2023, the Company held a special meeting, at which stockholders approved the Second Charter Amendment to extend the date by which the Company 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 Termination Date and update certain defined terms, subject to the approval of the board of directors of the Company, provided the Sponsor or its designees deposit into the Trust Account an amount equal to $0.037 per share for each public share or $30,000 (pursuant to non-interest bearing, unsecured loan to OTEC in the aggregate of $360,000 for such payment and in connection with that loan, the Company 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), prior to the commencement of each extension period. In connection with such extension meeting, such extension payment 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. Following such redemptions in connection with this extension, the Company had $8,814,443 left in its Trust Account and the Company’s remaining shares of OTEC Class A Common Stock outstanding were 812,715. On May 30, 2023, OTEC issued a press release announcing the extension, and filed a Current Report on Form 8-K with the SEC.

Our New Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if we fail to complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024). However, if our New Sponsor, officers or directors acquire public shares in or after our Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024).

Our New Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately prior to and upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of up to the approximately $500,000 of proceeds held outside the Trust Account from the proceeds of our Initial Public Offering, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held in the Trust Account to pay any franchise and income tax obligations we may owe. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay franchise and income taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.10. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.10. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waive any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Marcum LLP, our independent registered public accounting firm, Nelson Mullins Riley & Scarborough, LLP, our principal legal counsel, and the underwriters of the offering, have not executed agreements with us waiving such claims to the monies held in the Trust Account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Our New Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our New Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our New Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor has no material assets. Therefore, we cannot assure you that our New Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our New Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our New Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our New Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our New Sponsor to reserve for such indemnification obligations and we cannot assure you that our New Sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.10 per public share.

We will seek to reduce the possibility that our New Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our New Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $500,000 from the proceeds of our Initial Public Offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our Trust Account could be liable for claims made by creditors.

The Company’s operating expenses are funded by the Sponsor.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024), is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we are unable to complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the Trust Account is remote. Further, our New Sponsor may be liable only to the extent necessary to ensure that the amounts in the Trust Account are not reduced below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our New Sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.10 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024), subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s tendering of its shares to us for redemption for an applicable pro rata share of the Trust Account. Such stockholder must have also exercised its redemption rights as described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation may give others with greater resources an advantage in pursuing the initial business combination of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Facilities

Our executive offices are located at 515 Madison Avenue, 8th Floor, Suite 8133, New York, NY 10022, and our telephone number is (929) 412-1272. Our executive offices are provided to us by an affiliate of our New Sponsor at no cost to us. We consider our current office space adequate for our current operations.

Employees

We currently have two officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the initial business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

Periodic Reporting and Financial Information

Our internet address is https://oceantechspac.com, to which we regularly post copies of our press releases as well as additional information about us. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, are available to you free of charge through the Investor Relations section of our website as soon as reasonably practicable after such materials have been electronically filed with, or furnished to, the Securities and Exchange Commission. The Securities and Exchange Commission maintains an internet site (http://www.sec.gov) that contains reports, proxy and information 17 statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. We include our web site address in this Annual Report on Form 10-K only as an inactive textual reference. Information contained in our website does not constitute a part of this report or our other filings with the SEC.

Item 1A. RISK FACTORS

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item. Factors that could cause our actual results to differ materially from those in this Annual Report are any of the risks described in our final prospectus for our Initial Public Offering and S-4, each filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

SUMMARY RISK FACTORS

We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our Common Stock, you should take into account not only the background of our management team, but also the special risks we face as a blank check company.

For additional risk factors, including but not limited to those related to the Business Combination and Regentis, see the S-4, section entitled “Risk Factors”. You should carefully consider these and the other risks set forth below. Such risks include, but are not limited to:

●	We are a blank check company incorporated in Delaware on February 3, 2021 with a limited operating history and no revenues, and you have limited on which to evaluate are ability to achieve our business objective.

●	Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

●	Our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

●	Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.

●	The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets.

●	The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

●	The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

●

The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.

●	We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

●

If we seek stockholder approval of our initial business combination, our New Sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our Common Stock.

●	If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

●	We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our New Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

●

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss.

●

If the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient to allow us to operate by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) to consummate a business combination, particularly given the February Redemptions, we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

●

We may only be able to complete one business combination with the proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability.

●	Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

●

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

●	Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Common Stock and could entrench management.

●	The banking crisis could make it more difficult to raise capital in connection with the closing of any initial business combination.

●	Failure by us, our Sponsor or affiliates or our service providers (including our transfer agent), to implement effective information and cyber security policies, procedures and capabilities could disrupt our business and harm any operations.

Risks Relating to Searching for and Consummating a Business Combination.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of December 31, 2023, we had $101,174 in cash and working capital deficit of $5,387,695. Further, we expect to incur significant costs in pursuit of our acquisition plans. The financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a special purpose acquisition corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before June 2, 2024. The Company entered into a definitive merger/business combination agreement with a business combination target on May 2, 2023; however, the completion of this transaction is subject to certain closing conditions set forth in the Merger Agreement. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to June 2, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after June 2, 2024, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company with limited operating results, and we will not commence operations until obtaining funding through our Initial Public Offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning an initial business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

We have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by us if the business combination is not completed.

We expect to incur significant transaction and transition costs associated with the business combination and operating as a public company following the closing of the business combination. We may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the business combination, include all legal, accounting, consulting, investment banking and other fees, expenses and costs, and may be paid by the combined company following the closing of the business combination. Even if the business combination is not completed, we expect to incur transactions expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by us if the business combination is not completed.

Our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

Pursuant to the letter agreement, our New Sponsor, officers and directors have agreed to vote their founder shares, as well as any public shares purchased during or after the offering (including in open market and privately negotiated transactions), in favor of our initial business combination. The New Sponsor beneficially owns and is entitled to vote an aggregate of 2,581,500 shares or approximately 58.3% of the outstanding Company Common Stock. As a result, the Company does not need any public shares (assuming all outstanding shares are voted and our New Sponsor, officers, directors and their affiliates do not purchase any Units after our Initial Public Offering) in order to have our initial business combination approved. Our initial stockholders own shares representing 20% of our outstanding shares of common stock immediately following the completion of the offering (not including the shares of Common Stock issuable to Maxim). Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.

Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete an initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the initial business combination, unless we seek such stockholder vote. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an initial business combination with a target.

We may seek to enter into an initial business combination agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the initial business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately prior to and upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 both immediately prior to and upon consummation of our initial business combination and after payment of underwriters’ fees and commissions or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into an initial business combination with us.

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

We have until June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) to consummate a business combination without submitting such proposed extension to our stockholders for approval or offering our public stockholders redemption rights in connection therewith.

On May 30, 2023, the Company held a special meeting, at which stockholders voted upon, among other items, an extension proposal, approving the Second Charter Amendment to extend the date by which the Company 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 Termination Date and update certain defined terms, subject to the approval of the board of directors of the Company, provided the Sponsor or its designees deposit into the Trust Account an amount equal to $0.037 per share for each public share or $30,000 (pursuant to non-interest bearing, unsecured loan to OTEC in the aggregate of $360,000 for such payment and in connection with that loan, the Company 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), prior to the commencement of each extension period. In connection with such extension meeting, such extension payment 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. Following such redemptions in connection with this extension, the Company had $8,814,443 left in its Trust Account and the Company’s remaining shares of OTEC Class A Common Stock outstanding were 812,715.

Any potential target business with which we enter into negotiations concerning an initial business combination will be aware that we must complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024). Consequently, such target business may obtain leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our amended and restated certificate of incorporation provides that we must complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024). We may not be able to complete our initial business combination within such time period. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.10 per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share on the redemption of their shares. See “- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share” and other risk factors below.

When we sought stockholder approval of our the Business Combination, our New Sponsor, directors, officers, advisors and their affiliates could elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our Common Stock.

When we sought stockholder approval of our initial business combination, our New Sponsor, directors, officers, advisors or their affiliates could purchase shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our New Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of our Common Stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.

The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to consummate an initial business combination.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination.

In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether. If we are unable to consummate an initial business combination, our public stockholders may receive only $10.10 per public share, or less than $10.10 per public share, on the redemption of their shares, our detachable redeemable warrants will expire worthless and no distributable redeemable warrants will have been distributed.

Risks Relating to our Securities.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

Our public stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of our public shares if we are unable to complete an initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024), subject to applicable law and as further described herein. In no other circumstances will a public stockholder have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our securities are suspended from listing on Nasdaq. We cannot assure you that our securities will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price would generally be required to be at least $4.00 per share, our stockholders’ equity would generally be required to be at least $5.0 million and we would be required to have a minimum of 300 round lot holders of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

●	a limited availability of market quotations for our securities;

●	reduced liquidity for our securities;

●	a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

●	a limited amount of news and analyst coverage; and

●	a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Units and eventually our Common Stock and warrants will be listed on Nasdaq, our Units, Common Stock and warrants will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination.

You will not be entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants are intended to be used to complete an initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of our Initial Public Offering and the sale of the Private Placement Warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our Units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our Initial Public Offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial business combination.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more industry knowledge than we do, and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, because we are obligated to pay cash for the shares of Common Stock which our public stockholders redeem in connection with our initial business combination, target companies will be aware that this may reduce the resources available to us for our initial business combination. This may place us at a competitive disadvantage in successfully negotiating an initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our Trust Account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share upon our liquidation.

The funds available to us outside of the Trust Account may not be sufficient to allow us to operate by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) to consummate a business combination, assuming that our initial business combination is not completed during that time. We believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) to consummate a business combination; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed initial business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our Trust Account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share upon our liquidation.

If the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient, it could limit the amount available to complete our initial business combination and we will depend on loans from our New Sponsor or management team to fund our search for an initial business combination, to pay our franchise and income taxes and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.

Of the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, only approximately $500,000 will be available to us initially outside the Trust Account to fund our working capital requirements. The Company’s operating expenses are funded by the New Sponsor. If we are required to seek additional capital, we would need to borrow funds from our New Sponsor, management team or other third parties to operate or may be forced to liquidate. None of our New Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our New Sponsor or an affiliate of our New Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public stockholders may only receive approximately $10.10 per share on our redemption of our public shares, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share on the redemption of their shares.

Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination. Accordingly, any stockholders who choose to remain stockholders following the initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination constituted an actionable material misstatement or omission.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Marcum LLP, our independent registered public accounting firm, Nelson Mullins Riley & Scarborough, LLP, our principal legal counsel, and the underwriters of the Initial Public Offering, will not execute agreements with us waiving such claims to the monies held in the Trust Account.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.10 per share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement, our New Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our New Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our New Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our New Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our New Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our New Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.10 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our New Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our New Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our New Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.10 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

●	restrictions on the nature of our investments; and

●	restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

●	registration as an investment company;

●	adoption of a specific form of corporate structure; and

●	reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our Initial Public Offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024), our return of the funds held in the Trust Account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our liquidation. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our Trust Account and our warrants will expire worthless.

There is currently some uncertainty concerning the applicability of the Investment Company Act of 1940 to a SPAC, including a company like ours. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operations.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024), in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

We are not registering the shares of Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

We are not registering the shares of Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Common Stock issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 90 days following our initial business combination and to maintain a current prospectus relating to the Common Stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of Units will have paid the full unit purchase price solely for the shares of Common Stock included in the Units. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our Initial Public Offering. However, there may be instances in which holders of our public warrants may be unable to exercise such public warrants but holders of our Private Placement Warrants may be able to exercise such Private Placement Warrants.

If you exercise your public warrants on a “cashless basis,” you will receive fewer shares of Common Stock from such exercise than if you were to exercise such warrants for cash.

There are circumstances in which the exercise of the public warrants may be required or permitted to be made on a cashless basis. First, if a registration statement covering the shares of Common Stock issuable upon exercise of the warrants is not effective by the 52nd day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Second, if our Common Stock is at any time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Third, if we call the public warrants for redemption, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (as defined in the next sentence) by (y) the fair market value. The “fair market value” is the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of Common Stock from such exercise than if you were to exercise such warrants for cash.

The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Common Stock.

Our initial stockholders and their permitted transferees can demand that we register the Private Placement Warrants, the Private Placement Warrants, the shares of Common Stock issuable upon exercise of the Private Placement Warrants and upon conversion of the founder shares held, or to be held, by them and holders of securities that may be issued upon conversion of working capital loans may demand that we register such warrants or the Common Stock issuable upon conversion or exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Common Stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Common Stock that is expected when the securities owned by our initial stockholders or holders of working capital loans or their respective permitted transferees are registered.

We may issue additional notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

We may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

●	default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

●	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

●	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

●	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

●	our inability to pay dividends on our common stock;

●	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

●	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

●	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

●	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

●	other disadvantages compared to our competitors who have less debt.

As of December 31, 2023, of the net proceeds from our Initial Public Offering and the sale of the Private Placement Warrants, up to $9.4 million will be available to complete our initial business combination and pay related fees and expenses (which includes up to $5.6 million for the payment of deferred underwriting commissions), assuming no redemptions of our Common Stock.

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. In addition, we intend to focus our search for an initial business combination in a single industry. Accordingly, the prospects for our success may be:

●	solely dependent upon the performance of a single business, property or asset, or

●	dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. We do not, however, intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our initial business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.

We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.

In connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.10 per share or which approximates the per-share amounts in our Trust Account at such time, which is generally approximately $10.10. The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.

Our management may not be able to maintain control of a target business after our initial business combination.

We may structure an initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of Common Stock in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete an initial business combination with which a substantial majority of our stockholders do not agree.

Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately prior to and upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our New Sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, all shares of Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending certain provisions of our amended and restated certificate of incorporation requires the approval of holders of 65% of our common stock, and amending our warrant agreement will require a vote of holders of 65% of the public warrants. In addition, our amended and restated certificate of incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity. To the extent any such amendments would be deemed to fundamentally change the nature of any securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

The provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account), including an amendment to permit us to withdraw funds from the Trust Account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated, may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate the completion of an initial business combination that some of our stockholders may not support.

Our amended and restated certificate of incorporation provides that any of its provisions related to pre-initial business combination activity (including the requirement to deposit proceeds of our Initial Public Offering and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein and including to permit us to withdraw funds from the Trust Account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. We may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation. Our initial stockholders, who will collectively beneficially own up to 20% of our common stock upon the closing of our Initial Public Offering (not including the shares of Common Stock issuable to Maxim and assuming they do not purchase any Units in our Initial Public Offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our pre-initial business combination behavior more easily than some other blank check companies, and this may increase our ability to complete an initial business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

Our New Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our New Sponsor, officers and directors. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our New Sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

We may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, the amount of additional financing we may be required to obtain could increase as a result of future growth capital needs for any particular transaction, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination and/or the terms of negotiated transactions to purchase shares in connection with our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share plus any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes on the liquidation of our Trust Account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business combination, our public stockholders may only receive approximately $10.10 per share on the liquidation of our Trust Account, and our warrants will expire worthless. Furthermore, as described in the risk factor entitled “If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share,” under certain circumstances our public stockholders may receive less than $10.10 per share upon the liquidation of the Trust Account.

Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Our initial stockholders own shares representing 57.0% of our issued and outstanding shares of common stock (not including the shares of Common Stock underlying the Private Placement Warrants). Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions. If our initial stockholders purchase any additional shares of common stock in the aftermarket or in privately negotiated transactions, this would increase their control. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Common Stock. In addition, our board of directors, whose members were elected by our initial stockholders, is divided into two classes, each of which serve for a term of two years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the initial business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial business combination.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Common Stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our Common Stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our Initial Public Offering. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by the New Sponsor or its permitted transferees.

Our warrants and founder shares may have an adverse effect on the market price of our Common Stock and make it more difficult to effectuate our initial business combination.

Our New Sponsor currently owns an aggregate of 2,581,500 founder shares. The founder shares were converted to Class A Common Stock after approval at the special meeting held September 5, 2023. In addition, if our New Sponsor or its affiliates, or any of our officers or directors, makes any working capital loans, up to $1,500,000 of such loans may be converted into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

To the extent we issue shares of Common Stock to effectuate an initial business combination, the potential for the issuance of a substantial number of additional shares of Common Stock upon conversion of these rights or exercise of these warrants could make us a less attractive business combination vehicle to a target business. Any such issuance will increase the number of issued and outstanding shares of our Common Stock and reduce the value of the shares of Common Stock issued to complete the initial business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate an initial business combination or increase the cost of acquiring the target business.

The Private Placement Warrants are identical to the warrants sold as part of the Units in our Initial Public Offering except that, so long as they are held by our New Sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the Common Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our New Sponsor until 30 days after the completion of our initial business combination and (iii) they may be exercised by the holders on a cashless basis.

The exercise price for the public warrants is higher than in some similar blank check company offerings in the past, and, accordingly, the warrants are more likely to expire worthless.

The exercise price of the public warrants is higher than some similar blank check companies in the past. Historically, the exercise price of a warrant was generally a fraction of the purchase price of the Units in the Initial Public Offering. The exercise price for our public warrants is $11.50 per share. As a result, the warrants are less likely to ever be in the money and more likely to expire worthless.

A provision of our warrant agreement may make it more difficult for use to consummate an initial business combination.

Unlike some other blank check companies, if

(i)	we issue additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share,

(ii)	the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and

(iii)

the Market Value is below $9.20 per share,

then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This provision may make us less attractive to potential target businesses than other SPACs that do not have such provision and may make it more difficult for us to consummate an initial business combination with a target business.

Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on an initial business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

Risks Relating to our Management and Directors or Conflicts of Interest.

Past performance by our management team may not be indicative of future performance of an investment in the Company.

Past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of our management team’s performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward.

We may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

We will consider an initial business combination outside of our management’s area of expertise if an initial business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company or we are unable to identify a suitable candidate in this sector after having expanded a reasonable amount of time and effort in an attempt to do so. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our Units will not ultimately prove to be less favorable to investors in our Initial Public Offering than a direct investment, if an opportunity were available, in an initial business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this annual report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our Trust Account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share on the redemption of their shares.

We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our initial business combination with an affiliated entity or our board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

We may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Common Stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.

We may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination (although our amended and restated certificate of incorporation provides that we may not issue securities that can vote with common stockholders on matters related to our pre-initial business combination activity). We may also issue shares of Common Stock upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with the approval of our stockholders. However, our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

The issuance of additional shares of common or preferred stock:

●	may significantly dilute the equity interest of investors in our Initial Public Offering;

●	may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

●	could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

●	may adversely affect prevailing market prices for our Units, Common Stock and/or warrants.

See S-4 for additional information regarding additional issuances of securities and dilution.

The nominal purchase price paid by the New Sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.

As of December 31, 2023, we had 812,715 public shares of OTEC Class A Common Stock subject to redemption, of which stockholders of 800,312 of such shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. The current preliminary calculations are that approximately $9,227,597 (approximately $11.53 per Public Share) will be removed from the Trust Account to pay such holders. However, prior to our Initial Public Offering, the Original Sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.009 per share. On March 13, 2023, the New Sponsor purchased from the Original Sponsor 2,581,500 founder shares for an aggregate purchase price of $1.00.

For example, the following table shows the dilutive effect of the founder shares on the implied value of the public shares upon the consummation of our initial business combination, assuming that our equity value at that time is $13,815,339, which is the amount we would have for our initial business combination in the Trust Account after payment of $5,614,100 of deferred underwriting commissions and other amounts due to the underwriters, assuming no further interest is earned on the funds held in the Trust Account, and no further public shares are redeemed in connection with our initial business combination, and without taking into account any other potential impacts on our valuation at such time, such as the trading price of our public shares, the business combination transaction costs, any equity issued or cash paid to the target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects, as well as the value of our public and private warrants. At such valuation, each of our shares of common stock would have an implied value of $3.05 per share upon consummation of our initial business combination, which would be a 71.00% decrease as compared to the initial implied value per public share of $10.51 (the price per unit in our Initial Public Offering, assuming no value to the public warrants).


Public shares		1,848,503
Founder shares		2,581,500
Representative’s Common Stock		103,260

Total shares		4,533,263
Total funds in trust available for initial business combination (less deferred underwriting commissions)*	$	9,287,900
Initial implied value per public share	$	10.51
Implied value per share upon consummation of initial business combination	$	3.05

* Such amount does not include the reduction in the Trust Account from the February Redemptions.

Additionally, as previously disclosed, effective as of September 5, 2023, the founder shares were converted to Class A common stock. As a result, the value of your public shares may be significantly diluted given the founder shares have been converted into public shares.

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

If OTEC is required to seek additional capital, it would need to borrow funds from the Sponsor, its management team or other third parties to operate or it may be forced to liquidate. None of such persons is under any obligation to advance funds to OTEC in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to OTEC upon completion of the Business Combination. If OTEC is unable to consummate the Business Combination because it does not have sufficient funds available, OTEC will be forced to cease operations and liquidate the Trust Account. Consequently, OTEC’s public stockholders may receive less than $10.10 per share and their warrants will expire worthless.

The existing OTEC charter waives the doctrine of corporate opportunity.

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. OTEC cannot assure you that this provision did not impact its search for a business combination target.

The exercise of OTEC warrants for shares of OTEC Class A Common Stock would increase the number of shares eligible for future resale in the public market and result in dilution to stockholders of OTEC. Such dilution will increase if more shares of OTEC Class A Common Stock are redeemed.

As of December 29, 2023, OTEC had warrants to purchase an aggregate of 16,543,700 shares of OTEC Class A Common Stock outstanding, which includes 10,326,000 underlying public warrants, 4,668,800 underlying Private Placement Warrants and 1,548,900 extension warrants (expected to be issued by Closing). These OTEC warrants will become exercisable commencing 30 days after the completion of the Business Combination. The likelihood that these OTEC warrants will be exercised increases if the trading price of OTEC Common Stock exceeds the exercise price of the warrants, which is $11.50 per share.

Based on the closing price of $0.0130 per warrant on Nasdaq on December 14, 2023, the public warrants and the Private Placement Warrants have an aggregate market value of approximately $76,308. However, there is no guarantee that the OTEC warrants will ever be in the money after they become exercisable and prior to their expiration, and as such, the warrants may expire worthless. Warrants that become exercisable for Post-Closing Company Common Stock would increase the number of shares eligible for future resale in the public market and result in dilution to Post-Closing Company stockholders.

To the extent the OTEC warrants are exercised, additional OTEC Class A Common Stock will be issued, which will result in dilution to the holders of OTEC Class A Common Stock and increase the number of shares eligible for resale in the public market. The dilution, as a percentage of outstanding shares, caused by the exercise of the OTEC warrants will increase if a large number of holders of OTEC Class A Common Stock elect to redeem their shares in connection with the Business Combination. Holders of OTEC warrants do not have a right to redeem the warrants. Further, the redemption of OTEC Class A Common Stock without any accompanying redemption of public warrants will increase the dilutive effect of the exercise of the warrants. Sales of substantial numbers of shares issued upon the exercise of warrants in the public market or the potential that such warrants may be exercised could also adversely affect the market price of OTEC Class A Common Stock.

Holders who redeem their public shares of OTEC Class A Common Stock may continue to hold any OTEC warrants that they own, which results in additional dilution to non-redeeming holders upon exercise of the OTEC warrants.

Public stockholders who redeem their shares of OTEC Class A Common Stock may continue to hold any OTEC warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such OTEC warrants. Assuming the maximum redemption of the shares of OTEC Class A Common Stock held by the redeeming holders of OTEC public shares, up to 10,326,000 publicly traded OTEC warrants would be retained by redeeming holders of OTEC public shares (assuming all such holders elected not to exercise their warrants) with an aggregate market value of $134,238, based on the market price of $0.0130 per OTEC warrant as of December 14, 2023. As a result, the redeeming holders of OTEC public shares would recoup their entire investment and continue to hold public warrants with an aggregate market value of up to $134,238, while non-redeeming holders of OTEC public shares would suffer additional dilution in their percentage ownership and voting interest of the post-closing company if the Business Combination is consummated, upon exercise of OTEC warrants by redeeming holders of OTEC public shares. However, if redemptions exceed the amount allowable for consummation of the Business Combination, or the Business Combination is otherwise not consummated, the OTEC warrants will not be exercisable and expire worthless.

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future offer additional common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in the OTEC IPO. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by the investors in the OTEC IPO, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders. The price per share at which we sell additional common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in the OTEC IPO. If any of the above should occur, our shareholders, including investors who purchased common stock in the OTEC IPO, will experience additional dilution, and any such issuances may result in downward pressure on the price of our common stock.

Exercise of warrants, and issuance of incentive share grants will increase the number of shares outstanding, and could negatively impact the price of our common stock.

To the extent that any of the outstanding warrants and options are exercised, dilution to the interests of our shareholders may occur. For the life of such warrants and options, the holders will have the opportunity to profit from a rise in the price of the common stock with a resulting dilution in the interest of the other holders of common stock. The existence of such warrants and options may adversely affect the market price of our common stock and the terms on which we can obtain additional financing, and the holders of such warrants and options can be expected to exercise them at a time when we would, in all likelihood, be able to obtain additional capital by an offering of our unissued capital shares on terms more favorable to us than those provided by such warrants and options.

OTEC’s Sponsor and current directors’ and executive officers’ affiliates own shares of OTEC Common Stock and Private Placement Warrants that will be worthless if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination.

If the Business Combination or another business combination is not consummated by June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended), 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 its board of directors, dissolving and liquidating. In such event, the Sponsor beneficially owns and is entitled to vote an aggregate of 2,581,500 shares of OTEC Common Stock or approximately 73.8% of the outstanding OTEC Common Stock (based on 3,497,475 shares of OTEC Class A Common Stock on December 18, 2023). The Sponsor will have spent $25,000 to purchase the 2,581,500 shares of OTEC Common Stock, which would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Further, the Sponsor purchased an aggregate of 5,869,880 Private Placement Warrants at a price of $1.00. The Private Placement Warrants will become worthless 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, 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.

The Sponsor, an affiliate of current officers and directors of OTEC, is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced OTEC’s board of directors’ decision to pursue the Business Combination and OTEC’s board of directors’ decision to approve it.

If the Business Combination or another Business Combination is not consummated by OTEC on or before June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended), the Sponsor, an affiliate of current officers and directors of OTEC, will be liable 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 for products sold to OTEC, but only if such a vendor or target business has not executed a waiver agreement. If OTEC consummates a business combination, on the other hand, OTEC will be liable for all such claims. OTEC has no reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to OTEC.

OTEC’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to OTEC’s public stockholders in the event a Business Combination is not consummated.

If proceeds in the Trust Account are reduced below $10.10 per public share and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, OTEC’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While OTEC currently expects that its independent directors would take legal action on OTEC’s behalf against the Sponsor to enforce the Sponsor’s indemnification obligations, it is possible that OTEC’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If OTEC’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to OTEC’s public stockholders may be reduced below $10.10 per share.

Since our New Sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed and the value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

On February 14, 2021, the Original Sponsor purchased an aggregate of 2,581,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares after our Initial Public Offering (not including the shares of Common Stock issuable to Maxim, or the common stock underlying the Private Placement Warrants, or the warrants issuable upon conversion of working capital loans). On March 13, 2023, the New Sponsor purchased from the Original Sponsor 2,581,500 founder shares for an aggregate purchase price of $1.00. The founder shares will be worthless if we do not complete an initial business combination. In addition, our Original Sponsor, and Maxim and/or its designees purchased an aggregate of 4,571,000 Private Placement Warrants at a price of $1.00 per private warrant, for an aggregate purchase price of $4,571,000, of which 3,871,000 Private Placement Warrants were purchased by our Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim and/or its designees. In connection with the partial exercise of the underwriter’s over-allotment option, we sold an additional 97,800 Private Placement Warrants, of which 74,980 Private Placement Warrants were purchased by our Original Sponsor and 22,820 Private Placement Warrants were purchased by Maxim, at a price of $1.00 per Private Placement Warrant. On March 13, 2023, the New Sponsor also purchased 5,869,880 Private Placement Warrants from the Original Sponsor. The Private Placement Warrants will also be worthless if we do not complete an initial business combination. Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial business combination or in connection with a tender offer.

Our New Sponsor is likely to be able to recoup its investment in us and make a substantial profit on that investment, even if our public shares have lost significant value. In addition, we may obtain loans from our New Sponsor, affiliates of our New Sponsor or an officer or director. Accordingly, our management team, which owns interests in our New Sponsor, may have an economic incentive that differs from that of the public stockholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the trust to the public stockholders, even if that business combination were with a riskier or less-established target business. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the deadline for our completion of an initial business combination nears.

Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our Trust Account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share on the redemption of their shares.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel.

Surendra Ajjarapu will remain with Regentis following the Business Combination as a director and member of the Compensation Committee. It is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we employ after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. In addition, the officers and directors of an initial business combination candidate may resign upon completion of our initial business combination. The departure of an initial business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

Regentis’ key personnel upon the completion of the Business Combination is further discussed in the S-4, section entitled “Management Following the Business Combination”. Although we contemplate that certain members of an Regentis’ management team will remain associated with the initial business combination candidate following the Business Combination, it is possible that members of the management of an initial business combination candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our executive officers and directors, at least until we have completed our initial business combination. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the initial business combination. Such negotiations would take place simultaneously with the negotiation of the initial business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the initial business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders following the initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for an initial business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors may also serve as officers or board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our New Sponsor, officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, although they may not participate in the formation of, or become an officer or director of, any other special purpose acquisition companies with a class of securities registered under the Exchange Act until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024). Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. For additional information, see Part III and the S-4, section entitled “Other Transactions by Certain Members of the OTEC Board and Officers”.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our 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 us or in any transaction to which we are a party or have an interest. In fact, we may enter into an initial business combination with a target business that is affiliated with our New Sponsor, our directors or officers, although we do not intend to do so. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our New Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

In light of the involvement of our New Sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our New Sponsor, officers or directors. Our directors also serve as officers and board members for other entities. Such entities may compete with us for business combination opportunities. Our New Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning an initial business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for an initial business combination and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, regarding the fairness to our stockholders from a financial point of view of an initial business combination with one or more domestic or international businesses affiliated with our officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the initial business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

In the event of liquidation by OTEC, third parties may bring claims against OTEC and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be less than $10.10 per share.

Under the terms of the existing OTEC charter, OTEC must 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) or OTEC must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against OTEC. Although OTEC has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of OTEC’s public stockholders. If OTEC is unable to complete a Business Combination within the required time period, the Sponsor has agreed that it will indemnify and hold harmless OTEC against any and all loss, liability, claim, damage and expense whatsoever to which OTEC may become subject as a result of any claim by (i) any third party for services rendered or products sold to OTEC or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or agreement and plan of merger ; provided, however, that such indemnification of OTEC by the Sponsor shall (x) apply only to the extent necessary to ensure that such claims by a third party or a target business do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public share is then held in the Trust Account due to reductions in the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) not apply to any claims by a third party or a target business which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) not apply to any claims under OTEC’s indemnity of the OTEC IPO underwriters against certain liabilities, including liabilities under the Securities Act. OTEC has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and, therefore, the Sponsor may not be able to satisfy those obligations. OTEC has not asked the Sponsor to reserve for such eventuality.

OTEC’s stockholders may be held liable for claims by third parties against OTEC to the extent of distributions received by them.

If OTEC is unable to complete the Business Combination or another Business Combination within the required time period, OTEC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to OTEC to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding OTEC public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) 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, subject (in the case of (ii) and (iii) above) to OTEC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. OTEC cannot assure you that it will properly assess all claims that may be potentially brought against OTEC. As a result, OTEC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, OTEC cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by OTEC.

OTEC may be subject to the risk of bankruptcy, potentially making stockholders who are receiving distributions from OTEC liable for claims by third parties against OTEC to the extent of such distributions or the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be reduced.

If OTEC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if OTEC otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in its bankruptcy and/or any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek to recover all amounts received by OTEC’s stockholders. Because OTEC intends to distribute the proceeds held in the Trust Account to its public stockholders promptly after the expiration of the time period to complete a Business Combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, OTEC’s board of directors may be viewed as having breached their fiduciary duties to OTEC’s creditors and/or may be viewed as having acted in bad faith, and thereby exposing itself and OTEC to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. OTEC cannot assure you that claims will not be brought against it for these reasons.

OTEC may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into Agreement and Plan of Mergers or similar agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on OTEC’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Transactions, then that injunction may delay or prevent the Transactions from being completed. Currently, OTEC is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Transactions.

General Risks.

A new 1% U.S. federal excise tax could be imposed on us in connection with future redemptions by us of our shares.

On August 16, 2022, the IR Act was signed into federal law which provides for, among other things, a 1% excise tax on the fair market value of stock repurchased by a U.S. corporation beginning in 2023, subject to certain exceptions. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. It is unclear at this time how and to what extent it will apply to SPAC redemptions and liquidations, but since we are a publicly listed Delaware corporation, we are a “covered corporation” within the meaning of the IR Act. Consequently, our board of directors believes that, absent additional guidance and unless an exception is available, there is a significant risk that this excise tax will apply to any redemptions of our public shares after December 31, 2022. The Company confirms that amounts placed in the Trust Account in connection with the Company’s initial public offering and any extension payments, as well as any interest earned thereon, will not be used to pay for the excise tax.

We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may 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, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Common Stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our 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 an election to opt out is irrevocable. We have 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, we, 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 another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Common Stock and could entrench management.

Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. This choice of forum provision may make it more costly for a stockholder to bring a claim, and it may also limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders cannot waive our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Our amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. In addition, the warrant agreement provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Our operations may be subject to an increasing number of cyber incidents, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our success depends in part on our ability to provide effective cyber security protection in connection with our business, and the digital technologies and internal digital infrastructure we utilize. We operate information technology networks and systems for internal purposes that incorporate third-party software and technologies. We also connect to and exchange data with external networks that may be operated by Sponsor, our affiliates, service providers (including our transfer agent), or other third parties. We may also utilize software and other digital products and services that store, retrieve, manipulate, and manage our information and data, external data, personal data of our Sponsor, affiliates, service providers (including our transfer agent), or other third parties, and our own information and data.

Our digital technologies, as well as third-party products, services and technologies that we rely on, are subject to the risk of cyberattacks and, given the nature of such attacks, some incidents can remain undetected for a period of time despite efforts to detect and respond to them in a timely manner. Cyberattacks are expected to accelerate on a global basis in both frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools (including artificial intelligence) that circumvent controls, evade detection and even remove forensic evidence of the infiltration. There can be no assurance that the systems we have designed to prevent or limit the effects of cyber incidents or attacks will be sufficient to prevent or detect material consequences arising from such incidents or attacks, or to avoid a material adverse impact on our systems after such incidents or attacks do occur. We have experienced and will continue to experience varying degrees of cyber incidents in the normal conduct of our business, including attacks resulting from social engineering such as phishing and ransomware infections. Even if we successfully defend our own digital technologies and internal digital infrastructure, we also rely on providers of third-party products, services, and networks, with whom we may share data, and who may be unable to effectively defend their digital technologies, services and internal digital infrastructure against attack.

Unauthorized access to or modification of, or actions disabling our ability to obtain authorized access to data of us, Sponsor, our affiliates, service providers (including our transfer agent), or other third parties, other external data, personal data, or our own data, as a result of a cyber incident, attack or exploitation of a security vulnerability, or loss of control of our operations could result in significant damage to our reputation or disruption to our business and to us, Sponsor, our affiliates, service providers (including our transfer agent), or other third parties. In addition, allegations, reports, or concerns regarding vulnerabilities affecting our digital products or services could damage our reputation. This could lead to fewer using our services, which could have a material adverse impact on our financial condition, results of operations, cash flows, and future prospects.

In addition, if our systems or third-party products, services, and network systems for protecting against cybersecurity risks prove to be insufficient, we could be adversely affected by, among other things, loss of or damage to any of our intellectual property, proprietary or confidential information; loss of data or disruption to us, Sponsor, our affiliates, service providers (including the transfer agent), or other third parties; breach of personal data; interruption of our business operations; increased legal and regulatory exposure, including fines and remediation costs; and increased costs required to prevent, respond to, or mitigate cybersecurity attacks. These risks could harm our reputation and our relationships with Sponsor, our affiliates, service providers, or other third parties, and may result in claims against us.

Disruptions in our information technology systems or a compromise of security with respect to our systems could adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, or implement strategic initiatives.

We rely on our information technology systems to be able to monitor and control our operations, adjust to changing market conditions, and implement strategic initiatives. Any disruptions in these systems or the failure of these systems to operate as expected could in the future adversely affect, our ability to access and use certain applications and could, depending on the nature and magnitude of the problem, adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions and implement strategic initiatives. We cannot guarantee that disruptions will not be material in the future. In addition, the security measures we employ to protect our systems have in the past not detected or prevented, and may in the future not detect or prevent, all attempts to hack our systems, denial-of-service attacks, viruses, malicious software (malware), employee error or malfeasance, phishing attacks, security breaches, disruptions during the process of upgrading or replacing computer software or hardware or integrating systems of acquired assets or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by the sites, networks and systems that we otherwise maintain, which include cloud-based networks and data center storage.

We have, from time to time, experienced threats to and breaches of our data and systems, including malware and computer virus attacks in the normal course of business. We are continuously developing and enhancing our controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage, or unauthorized access. This continued development and enhancement requires us to expend resources. However, we may not anticipate or combat all types of future attacks until after they have been launched. If any of these breaches of security occur or are anticipated in the future, we could be required to expend additional capital and other resources, including costs to deploy additional personnel and protection technologies, and engage third-party experts and consultants. Our response to attacks, and our investments in our technology and our controls, processes and practices, may not be sufficient to shield us from significant losses or liability. Further, given the increasing sophistication of bad actors and complexity of the techniques used to obtain unauthorized access or disable systems, a breach or attack could potentially persist for an extended period of time before being detected. As a result, we may not be able to anticipate the attack or respond adequately or timely, and the extent of a particular incident, and the steps that we may need to take to investigate the incident, may not be immediately clear. It could take a significant amount of time before an investigation can be completed and full, reliable information about the incident becomes known. During an investigation, it is possible we may not necessarily know the extent of the harm or how to remediate it, which could further adversely impact us, and new regulations could result in us being required to disclose information about a material cybersecurity incident before it has been mitigated or resolved, or even fully investigated. We also face cybersecurity risks due to our reliance on internet technology, which could strain our technology resources or create additional opportunities for cybercriminals to exploit vulnerabilities.

We may become subject to greater liability due to changing regulations and laws regarding cybersecurity, which could materially adversely effect our business, operations, results of operations and profitability.

Because our systems sometimes contain information about us, Sponsor, our affiliates, service providers (including our transfer agent), or other third parties, our failure to appropriately maintain the security of the data we hold, whether as a result of our own error or the malfeasance or errors of others, could in the future lead, to disruptions in our services or other data systems, and could lead to unauthorized release of confidential or otherwise protected information or corruption of data. Our failure to appropriately maintain the security of the data we hold could also violate applicable privacy, data security and other laws and subject us to lawsuits, fines and other means of regulatory enforcement. Regulators have been imposing new data privacy and security requirements, including new and greater monetary fines for privacy violations. These laws and regulations may be broad in scope and subject to evolving interpretations and increasing enforcement, and we may incur costs to monitor compliance and alter our practices. Moreover, certain new and existing data privacy laws and regulations could diverge and conflict with each other in certain respects, which makes compliance increasingly difficult. Complying with new regulatory requirements could require us to incur substantial expenses or require us to change our business practices, either of which could harm our business. As regulators have become increasingly focused on information security, data collection and use and privacy, we may be required to devote significant additional resources to modify and enhance our information security controls and to identify and remediate vulnerabilities, which could adversely impact our results of operations and profitability. Any compromise or breach of our systems could result in adverse publicity, harm our reputation, lead to claims against us and affect our relationships with Sponsor, our affiliates, service providers (including our transfer agent), or other third parties, any of which could have a material adverse effect on our business, operations, results of operations and profitability.

We might not be able to maintain an effective system of internal controls over financial reporting.

We have identified a material weakness in our internal control over financial reporting as of December 31, 2023 related to accounting for contingently redeemable Class A common stock subject to possible redemption and the overdraw of trust assets. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 1C. CYBERSECURITY

We believe cybersecurity is critical to advancing our business securely. We face a multitude of cybersecurity threats, have experienced, and will continue to experience, cyber incidents in the normal course of business. Such cybersecurity threats could have a material adverse effect on our business, financial condition, operations, results of operations, performance, cash flows or reputation. Our Sponsor and affiliates and other business contacts may face similar cybersecurity threats, and a cybersecurity incident impacting these persons or entities could materially adversely affect our operations, performance and results of operations.

The OTEC board of directors oversees our cybersecurity risk exposures and the steps taken by management to identify, monitor and mitigate cybersecurity risks to align our risk exposure with our strategic objectives. With respect to such cybersecurity risk oversight, the OTEC board receives any updates from management on the primary cybersecurity risks facing us, the Sponsor and our affiliates, and the measures we, Sponsor and our affiliates are taking to mitigate such risks. In addition to such, the OTEC board receives updates from management as to any changes management becomes aware of, such as to changes to such cybersecurity risk profile or certain newly identified risks. In the event of an incident, we intend to follow the necessary steps related to incident identification, mitigation, recovery and notification to legal counsel, senior leadership and the OTEC board, as appropriate.

While prior cybersecurity incidents have not had a material adverse effect on our business, financial condition, results of operations, or cash flows, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. See “Part I, Item 1A, Risk Factors, Risks Related to an Investment in Our Company” for more information regarding cybersecurity risks.

Item 2. PROPERTIES

Our executive offices are located at 515 Madison Avenue, 8th Floor, Suite 8133, New York, NY 10022, and our telephone number is (929) 412-1272.

Item 3. LEGAL PROCEEDINGS

None.

Item 4. MINE SAFETY DISCLOSURES

None.

PART II

Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Units began trading on The Nasdaq Capital Market under the symbol “OTECU” on May 28, 2021. On July 16, 2021, we announced that holders of our Units could elect to separately trade our Common Stock and warrants included in the Units. On July 19, 2021, our Common Stock and warrants became available for separate trading on Nasdaq under the symbols “OTEC” and “OTECW” respectively.

Stockholders

As of December 31, 2023, we had 3,497,475 outstanding shares of Class A common stock, approximately three holders of record of our Class A common stock.

Unregistered Sales of Securities

On February 14, 2021, the Original Sponsor purchased 2,875,000 shares of our Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. Our Original Sponsor agreed to forfeit up to 375,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter, so that the Founder Shares will represent 20.0% of our issued and outstanding shares after the Initial Public Offering. On June 17, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining 1,174,000 Units of the over-allotment option, and 293,500 shares of Class B common stock were subsequently forfeited.

On June 2, 2021, the Original Sponsor purchased 3,871,000 Private Placement Warrants and Maxim purchased 700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $4.6 million. In connection with the partial exercise of the underwriter’s over-allotment option on June 17, 2021, we sold an additional 97,800 Private Placement Warrants, of which 74,980 Private Placement Warrants were purchased by the Original Sponsor and 22,820 Private Placement Warrants were purchased by Maxim, generating additional gross proceeds of $0.1 million.

These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the year ended December 31, 2023, except as disclosed.

Item 6.[RESERVED]

Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company”, “OTEC”, “our”, “us” or “we” refer to OceanTech Acquisitions I Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-K. The Company’s securities filings can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission’s (the “SEC’s”) website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in Delaware on February 3, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies. To date, our efforts have been limited to organizational activities, activities related to the Initial Public Offering, searching for a business combination target, conducting due diligence on potential acquisition targets and proceeding with the initial business combination.

Initial Public Offering.

If we are unable to complete an initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Sponsor Purchase Agreement.

Extension of Deadline to Complete the Company’s Initial Business Combination Prior to Charter Amendments.

First Charter Amendment.

In a special meeting held on November 29, 2022, our stockholders approved the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “First Charter Amendment”), changing the structure and cost of our right to extend the date by which we must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), or else (ii)(a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the meeting, stockholders further approved an amendment to the Company’s investment management trust agreement dated as of May 27, 2021, as amended (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the business combination period.

First Set of Extensions of Deadline to Complete the Company’s Initial Business Combination.

Second Charter Amendment.

Second Set of Extensions of Deadline to Complete the Company’s Initial Business Combination.

Merger Agreement with Captura Biopharma, Inc.

Termination of Merger Agreement with Captura Biopharma, Inc.

Merger Agreement with Majic Wheels Corp.

Termination of Merger Agreement with Majic Wheels Corp.

Merger Agreement with Regentis.

Form S-4.

OTEC Stockholders Approved the Business Combination with Regentis.

Compliance with Nasdaq’s Listing Rules.

(1) On or before October 20, 2023, OTEC shall demonstrate compliance with MVLS requirement, and

(2) On or before January 2, 2024, OTEC shall complete the Business Combination, and establish compliance with Listing Rule 5505.

On December 20, 2023, Nasdaq granted OTEC’s oral request to extend the deadline of January 2, 2024 to January 22, 2024.

●

On April 2, 2024, the Company received another request for further updates from the staff of Nasdaq. On April 5, 2024, the Company provided the following:

●

○

Results of Operations

Our entire activity since inception was in preparation for our Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search for a prospective initial business combination. We will not generate any operating revenues until the closing and completion of our initial business combination, at the earliest.

For the year ended December 31, 2023, we had net loss of $2,242,518, largely driven by the formation and operating costs of $2,602,250, finance costs related to transfer of Original Sponsor shares to Aspire of $464,670, provision for income taxes of $63,395 and interest expense of $80,861, offset by interest income of $637,784 and change in fair value of warrant liability of $330,874.

For the year ended December 31, 2022, we had net income of $1,964,948, largely driven by change in fair value of warrant liabilities of $6,668,954 and interest on investments in trust of $1,251,889 offset by $2,355,895 in general and administrative expenses and $3,600,000 of extension offering costs allocated to warrants.

Liquidity and Going Concern

At December 31, 2023, we had cash of $101,174 and a working capital deficit of $5,387,695.

Our liquidity needs up to December 31, 2023 were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (Note 5), loans from related party and outside investors totaling $1,729,539 and $323,039 as of December 31, 2023 and 2022, respectively, and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account (“Trust Account”) located in the United States at JPMorgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee.

As of December 31, 2023, we had cash in the Trust Account of $9,287,900. We intend to use substantially all of the funds held in the Trust Account, after payment of redemptions declared by February 7, 2024, in connection with the Special Meeting held February 9, 2024, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete the Business Combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete the Business Combination.

In connection with the Special Meeting, OTEC stockholders holding 800,312 shares of OTEC class A common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (the “February Redemptions”). The trustee’s preliminary calculations are that approximately $9,227,597 (approximately $11.53 per Public Share) would be removed from the Trust Account to pay such holders. As of April 4, 2024, we had cash in the Trust Account of $9,326,615. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete its initial business combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete its initial business combination.

Until the consummation of a business combination, we will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination. We raised additional capital through loans or additional investments from its New Sponsor, stockholders, officers, directors, or third parties. Our New Sponsor, officers and directors may, but are not obligated to, loan our funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the Company is a special purpose acquisition corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before June 2, 2024. The Company entered into a definitive merger/business combination agreement with a business combination target on May 2, 2023; however , the completion of this transaction is subject to certain closing conditions set forth in the Merger Agreement. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to June 2, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after June 2, 2024, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

Registration Rights

The holders of Founder Shares (as defined below), Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to certain registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement and Amendment.

The underwriter was entitled to an underwriting discount of $0.20 per Unit, or $2,065,200 in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), paid at the closing of the Initial Public Offering. $3,614,100 in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement.

On December 15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties have agreed to amend the Underwriting Agreement as follows: (i) The Company and Maxim mutually agreed that the rights of first refusal be deleted and as if no further force and effect. As such, Maxim shall have no right of first refusal to act as an underwriter in any future financing event; (ii) As consideration for the waiver of the right of first refusal, if the Company consummates a business combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 at the closing of such business combination as a mergers and acquisition advisory fee; (iii) The Company and Maxim agreed that the over-allotment option has been limited to 326,000 Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) The Company and Maxim agreed that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of Maxim. For the sake of clarity, all right and obligations relating to underwriting fees (including but not limited to deferred underwriting commissions) shall not be amended or affected by this amendment.

The $2,000,000 is recorded as other long-term liabilities in the accompanying consolidated balance sheets at December 31, 2023 and 2022.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

We consider an accounting estimate to be critical if (i) the accounting estimate requires to make assumptions about matters that were highly uncertain at the time when the accounting estimate was made; and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material amount on our financial condition or results of operations. We have identified management inputs used in the calculation of Company’s warrant liabilities and class A shares as critical accounting estimates. There are other items in our financial statements that require estimation but are not deemed to be critical, as defined above.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Corporate Opportunities

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information called for by this item.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of this Annual Report and is included herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Chief Executive Officer and Principal Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective, due to the material weaknesses in our internal control over financial reporting for the following:

●

Controls over the identification, accounting and reporting for complex financial instruments; and

●

Controls over the protection of funds permitted for withdrawal from the trust, including both the timely payment of income and other tax liabilities and ineffective oversight by the board relating to the Company recurring non-compliance with an investment management trust agreement.

In light of these material weaknesses, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

In light of the material weaknesses identified above, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Control Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2023. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2023, due to the material weaknesses in our internal control over the financial reporting related to accounting for complex financial instruments and compliance with the provision of trust agreement.

Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities, related party transactions and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and implementing additional layers of reviews in the financial close process. Additionally we are in process of establishment of segregated bank account for better control over the amounts withdrawn from Trust Account for payment of Company’s tax obligations.

Changes in Internal Control over Financial Reporting

We have commenced our remediation efforts in connection with the identification of the material weakness discussed above and have taken the following steps subsequent to the year ended December 31, 2023:

●	We have implemented procedures intended to ensure that we identify and apply the applicable accounting guidance to all complex and related party transactions.

●	We are establishing additional monitoring and oversight controls designed to ensure the accuracy and completeness of our consolidated financial statements and related disclosures.

There have been no changes to our internal control over financial reporting during the year ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. OTHER INFORMATION

Not applicable.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Officers and Directors

Our officers and directors are as follows:


Name	Age	Position
Suren Ajjarapu	53	Chief Executive Officer and Chairman
Francis Knuettel II	57	Chief Financial Officer
Michael Peterson	62	Director
Donald Fell	78	Director
Venkatesh Srinivasan	56	Director
Siva Saravanan	49	Director

Suren Ajjarapu

Since March 2021, Mr. Ajjarapu has served on the board of directors of OTEC. Mr. Ajjarapu has served Trxade Health, Inc. (NASDAQ:MEDS) as Chairman of the Board, Chief Executive Officer and Secretary since its acquisition of Trxade Group, Inc., a Nevada corporation (“Trxade Nevada”) on January 8, 2014, and as the Chairman of the Board, Chief Executive Officer and Secretary of Trxade Nevada since its inception. Mr. Ajjarapu is currently serving as a director and as Chief Executive Officer and Chairman of Semper Paratus Acquisition Corporation (NASDAQ:LGST), as a director of Ocean Biomedical Inc. (NASDAQ: OCEA) (f.k.a. Aesther Healthcare Acquisition Corp.), and as Chairman of the Board of Kernel Group Holdings, Inc., a special purpose acquisition company (NASDAQ: KRNL). Mr. Ajjarapu has served on the Board of Directors of Kano Energy, Inc which is involved in developing renewable natural gas sites in USA since 2018. Mr. Ajjarapu has also served as Chairman of the Board of Directors of Feeder Creek Group, Inc., since March 2018. Feeder Creek Group, Inc. is a company involved in developing renewable natural gas sites in Iowa. Mr. Ajjarapu was a Founder, CEO and Chairman of Sansur Renewable Energy, Inc., a company involved in developing wind power sites in the Midwest, United States, from 2009 to 2012. Mr. Ajjarapu was a Founder, President and Director of Aemetis, Inc., a biofuels company (AMTX.OB) and a Founder, Chairman and Chief Executive Officer of International Biofuels, a subsidiary of Aemetis, Inc., from 2006 to 2009. Mr. Ajjarapu was Co-Founder, COO, and Director Global Information Technology, Inc., an IT outsourcing and systems design company, headquartered in Tampa, Florida with major operations in India from 1995 to 2006. Mr. Ajjarapu holds an MS in Environmental engineering from South Dakota State University, Brookings, South Dakota, and an MBA from the University of South Florida, specializing in International Finance and Management. Mr. Ajjarapu is also a graduate of the Venture Capital and Private Equity program at Harvard University.

Francis Knuettel II

Mr. Knuettel began serving as Chief Financial Officer of OTEC on March 10, 2023. Mr. Knuettel has over 25 years of management experience in venture and private-equity backed public companies, and has advised public and private companies on financial management and controls, mergers and acquisitions, capital markets transactions and operating and financial restructurings. Mr. Knuettel is also currently serving as Chief Financial Officer of Semper Paratus Acquisition Corporation (NASDAQ:LGST). Mr. Knuettel served as the Chief Executive Officer and director of Unrivaled Brands (OTCQX:UNRV) (f/k/a Terra Tech Corp. (OTCQX:TRTC)), a vertically integrated company focused on the cannabis sector with operations in California and Nevada, from December 2020 to April 2022. Mr. Knuettel was formerly Director of Capital and Advisory at Viridian Capital Advisors, a position he held from June 2020 to January 2021, following the sale but prior to the close of the acquisition of One Cannabis Group, Inc. (“OCG”) by an OTCQX listed company. At OCG, Mr. Knuettel served from June 2019 to January 2021 as Chief Financial Officer of the company, a leading cannabis dispensary franchisor, with over thirty cannabis dispensaries across seven states. Prior to joining OCG, Mr. Knuettel was Chief Financial Officer at MJardin Group, Inc. (“MJardin”) (August 2018 to January 2019), a Denver-based cannabis cultivation and dispensary management company, where he led the company’s IPO on the Canadian Securities Exchange. Following the IPO, Mr. Knuettel managed the merger with GrowForce, a Toronto-based cannabis cultivator, after which he moved over to the Chief Strategy Role (January 2019 to June 2019). In his role as CSO, he managed the acquisition of several private companies before recommending and executing the consolidation of management and other operations to Toronto and the closure of the executive office in Denver. From April to August 2018, Mr. Knuettel served as Chief Financial Officer of Aqua Metals, Inc. (NASDAQ:AQMS), an advanced materials firm that developed technology in battery recycling. Prior to that, from April 2014 to April, 2018, Mr. Knuettel served as Chief Financial Officer at Marathon Patent Group, Inc. (NASDAQ:MARA), a patent enforcement and licensing company. Before that, Mr. Knuettel held numerous CFO and CEO positions at early-stage companies where he had significant experience both building and restructuring businesses. Mr. Knuettel also holds numerous board positions, at both public and private companies, including 180 Life Sciences (Nasdaq:ATNF) (July 2021 to present), ECOM Medical, Murphy Canyon Acquisition Corp. (Nasdaq:MURF) (February 2022 to present) and Relativity Acquisition Corp. (Nasdaq RACY) (February 2022 to present). Mr. Knuettel graduated cum laude from Tufts University with a B.A. degree in Economics and from The Wharton School at the University of Pennsylvania with an M.B.A. in Finance and Entrepreneurial Management.

Michael Peterson

Since March 2023, Mr. Peterson has also served as a director of OTEC. Mr. Peterson commenced serving as a director of Kernel Group Holdings, Inc. (Nasdaq:KRNL) in December 2022. Mr. Peterson has been serving as President, Chief Executive Officer and as a member of the Board of Directors of Lafayette Energy Corp. since April 2022. Beginning in September 2021, Mr. Peterson served as a member of the Board of Directors, Audit Committee (Chair), Compensation Committee and Nominating and Corporate Governance Committee of Aesther Healthcare Acquisition Corp. (NASDAQ: AEHA), a special purpose acquisition company that consummated a Business Combination in February 2023 and merged with Ocean Biomedical, Inc (NASDAQ: OCEA) (f.k.a Aesther Healthcare Acquisition Corp.) and continues to serve as an independent director of the merged company. Since December 2022, Mr. Peterson has also served as a director of Kernel Group Holdings, Inc., a special purpose acquisition company (NASDAQ: KRNL). Mr. Peterson has served as the president of Nevo Motors, Inc. since December 2020, which was established to commercialize a range extender generator technology for the heavy-duty electric vehicle market but is currently non-operational. Since May 2022, Mr. Peterson has served as a member of the Board of Directors and as the Chairperson of the Audit Committee of Trio Petroleum Corp., an oil and gas exploration and development company which is in the process of going public, since February 2021. Mr. Peterson has served on the board of directors and as the Chairman of the Audit Committee of Indonesia Energy Corporation Limited (NYSE American: INDO). Mr. Peterson previously served as the president of the Taipei Taiwan Mission of The Church of Jesus Christ of Latter-day Saints, in Taipei, Taiwan from June 2018 to June 2021. Mr. Peterson served as an independent member of the Board of Directors of TRxADE HEALTH, Inc. (formerly Trxade Group, Inc.) from August 2016 to May 2021 (Nasdaq:MEDS). Mr. Peterson served as the Chief Executive Officer of PEDEVCO Corp. (NYSE American:PED), a public company engaged primarily in the acquisition, exploration, development and production of oil and natural gas shale plays in the US from May 2016 to May 2018. Mr. Peterson served as Chief Financial Officer of PEDEVCO between July 2012 and May 2016, and as Executive Vice President of Pacific Energy Development (PEDEVCO’s predecessor) from July 2012 to October 2014, and as PEDEVCO’s President from October 2014 to May 2018. Mr. Peterson joined Pacific Energy Development as its Executive Vice President in September 2011, assumed the additional office of Chief Financial Officer in June 2012, and served as a member of its board of directors from July 2012 to September 2013. Mr. Peterson formerly served as Interim President and CEO (from June 2009 to December 2011) and as director (from May 2008 to December 2011) of Pacific Energy Development, as a director (from May 2006 to July 2012) of Aemetis, Inc. (formerly AE Biofuels Inc.), a Cupertino, California-based global advanced biofuels and renewable commodity chemicals company (NASDAQ:AMTX), and as Chairman and Chief Executive Officer of Nevo Energy, Inc. (NEVE) (formerly Solargen Energy, Inc.), a Cupertino, California-based developer of utility-scale solar farms which he helped form in December 2008 (from December 2008 to July 2012). From 2005 to 2006, Mr. Peterson served as a managing partner of American Institutional Partners, a venture investment fund based in Salt Lake City. From 2000 to 2004, he served as a First Vice President at Merrill Lynch, where he helped establish a new private client services division to work exclusively with high-net-worth investors. From September 1989 to January 2000, Mr. Peterson was employed by Goldman Sachs & Co. in a variety of positions and roles, including as a Vice President. Mr. Peterson received his MBA at the Marriott School of Management and a BS in statistics/computer science from Brigham Young University.

Donald Fell

Mr. Donald G. Fell, brings along a wealth of experience in the field of economics and business. Since March 2023, Mr. Fell has served as a director of OTEC. He is presently Professor and Institute Director for the Davis, California-based Foundation for Teaching Economics and adjunct professor of economics for the University of Colorado, Colorado, Springs. Mr. Fell also served as a director of Aesther Healthcare Acquisition Corp. (n/k/a Ocean Biomedical Inc. (Nasdaq:OCEA)) from 2021 to February 2023. From December 2022, Mr. Fell has served as a director of Kernel Group Holdings, Inc., a special purpose acquisition company (NASDAQ: KRNL) and TRxADE HEALTH, INC since January 2014, as well as a director of Trxade Nevada since December 2013. From 1995 – 2012, Mr. Fell held positions with the University of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the Public Policy Institute. He has also served as visiting professor of economics at the University of LaRochelle, France, and as adjunct professor of economics at both Illinois State University and The Ohio State University. Mr. Fell holds undergraduate and graduate degrees in economics from Indiana State University and is all but dissertation (ABD) in economics from Illinois State University. Through his work with the Foundation for Teaching Economics and the University of Colorado, Colorado Springs he has conducted graduate institutes on economic policy and environmental economics in 44 states, throughout Canada, the Islands and Eastern Europe.

Venkatesh Srinivasan

Mr. Venkatesh Srinivasan has a tremendous amount of experience in the pharmaceutical industry. Mr. Venkatesh Srinivasan has served as an independent director of Kernel Group Holdings, Inc. (Nasdaq:KRNL) since December 2022. He currently serves as President of Micro Labs USA and previously served as President of Rising Pharma, USA and as President and CEO of Ascend Laboratories, USA where he grew the business, building a new team and strengthening processes and systems. In addition, Mr. Srinivasan served as a Director at Pfizer India. Mr. Srinivasan served as an independent director of Aesther Healthcare Acquisition Corp., a special purpose acquisition company, (n/k/a Ocean Biomedical Inc. (Nasdaq:OCEA)) from 2021 until it consummated its initial business combination in February 2023.

Siva Saravanan

Mr. Saravanan has more than 20 years of experience steering digital strategies and technology solutions for businesses. Mr. Saravanan has served as an independent director of Kernel Group Holdings, Inc. (Nasdaq:KRNL) since December 2022. Mr. Saravanan served as an independent director of Aesther Healthcare Acquisition Corp., a special purpose acquisition company, from 2021 until it consummated its initial business combination in February 2023. Additionally, Mr. Saravanan is the Chief Digital Officer at Wavestone US, helping Fortune 1000 business and technology leaders accelerate digital transformation. Prior to joining Wavestone US, Siva was Chief Information Officer and SVP of Business Operations at Reviver, an exciting IoT start-up that creates connected digital license plates to enable true autonomous driving. He designed customer digital experiences, unified commerce, supply chain, field service operations and the digital agenda for Reviver. Siva was also VP for IT Digital Transformation and Program Delivery at Aristocrat Technologies. While at Aristocrat Technologies, he led the transformation of business systems for a leading high-tech gaming manufacturer. Siva spent many years at Verifone as a Senior Director supporting technology operations in 40+ countries and also taking on delivery responsibilities. At VeriFone, he built a world-class global integrated supply chain network for agility and efficiency. Mr. Saravanan holds a M.S. in Systems Engineering from Tennessee State University and B.S in Mechanical Engineering from Annamalai University in Chidambaram, India. He is also on the Advisory Board of NishTech Inc., a digital commerce company and the Advisory Council of George Washington University School of Business Digital Program. Siva is a member of Forbes Technology Council contributing regularly.

Other Transactions by Certain Members of the OTEC Board and Officers

TRXADE Health, Inc. (NASDAQ: MEDS): Suren Ajjarapu, Michael Peterson, Donald Fell

On July 14, 2023, TRxADE HEALTH, Inc., a Delaware corporation (“MEDS”) entered into a certain Amended and Restated Agreement and Plan of Merger with Superlatus, Inc., a U.S.-based holding company of food products and distribution capabilities (“Superlatus”) and Foods Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of MEDS (“Foods Merger Sub”). On July 31, 2023, MEDS completed its acquisition of Superlatus in accordance with such terms and conditions, pursuant to which MEDS acquired Superlatus by way of a merger of the Food Merger Sub with and into Superlatus, with Superlatus being a wholly owned subsidiary of MEDS and the surviving entity in the merger. At this closing, shareholders of Superlatus received in aggregate 136,441 shares of common stock of MEDS, representing 19.9% of the total issued and outstanding common stock of MEDS after the consummation of the merger and 306,855 shares of MEDS’ Series B Preferred Stock, par value $0.00001 per share, with a conversion ratio of 100 to one.

Semper Paratus Acquisition Corporation (NASDAQ: LGST): Surendra Ajjarapu, Michael Peterson, Donald Fell, Francis Knuettel II

On June 28, 2023, Semper Paratus Acquisition Corporation, a Cayman Island exempted company (“Semper Paratus”) entered into an Agreement and Plan of Merger by and among Semper Paratus, Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Semper Paratus, SSVK Associates, LLC, Semper Paratus’ sponsor, in its capacity as purchaser representative, Tevogen Bio Inc, a Delaware corporation (“Tevogen Bio”), and Ryan Saadi, in his capacity as seller representative, pursuant to which, among other things, the parties will effect the merger of Merger Sub with and into Tevogen Bio, with Tevogen Bio continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of Tevogen Bio shall be exchanged for shares of Class A common stock, par value $0.0001 per share, of Semper Paratus (the “Semper Share Exchange”) subject to the conditions set forth in such merger agreement, with Tevogen Bio surviving the Semper Share Exchange as a wholly owned subsidiary of Semper Paratus. The parties to that transaction have not yet filed a registration statement relating to that transaction, and are expected to do so in September 2023.

Kernel Group Holdings, Inc. (NASDAQ: KRNLU), Surendra Ajjarapu, Michael Peterson, Donald Fell, Venkatesh Srinivas, Siva Srinivasan

On March 3, 2023, Kernel Group Holdings, Inc., a Cayman Island exempted company (“Kernel”) entered into a business combination agreement by and among Kernel, AIRO Group, Inc., a Delaware corporation and a wholly-owned subsidiary of Kernel (“Kernel ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Kernel ParentCo, AIRO Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Kernel ParentCo, VKSS Capital, LLC, a Delaware limited liability company and also in the capacity as Kernel’s Sponsor, Dr. Chirinjeev Kathuria, in the capacity as the representative for the company stockholders, and AIRO Group Holdings, Inc., a Delaware corporation. Kernel recently approved an extension of up to six (6) one-month extensions to February 5, 2024 as to the date by which Kernel must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that closed on February 5, 2021.

Aesther Healthcare Acquisition Corp. (NASDAQ: AHAC, OCEA): Suren Ajjarapu, Michael Peterson, Venkatesh Srinivasan, Siva Saravanan, Donald Fell

On August 31, 2022, Aesther Healthcare Acquisition Corp., a Delaware corporation (“Aesther”) entered into an Agreement and Plan of Merger by and among Aesther, AHAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Aesther, Aesther Healthcare Sponsor, LLC, Aesther’s sponsor, in its capacity as purchaser representative, Ocean Biomedical, Inc., a Delaware corporation (“Ocean Biomedical”), and Dr. Chirinjeev Kathuria, in his capacity as seller representative, pursuant to which, among other things, the parties effected the merger of Merger Sub with and into Ocean Biomedical, with Ocean Biomedical continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of Ocean Biomedical was exchanged for shares of Class A common stock, par value $0.0001 per share, of Aesther (the “Aesther Share Exchange”) subject to the conditions set forth in such merger agreement, with Ocean Biomedical surviving the Aesther Share Exchange as a wholly owned subsidiary of Aesther. Aesther’s units automatically separated into their component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security. In connection with the closing of the Business Combination, the company changed its name from “Aesther Healthcare Acquisition Corp.” to “Ocean Biomedical, Inc.” On February 15, 2023, such company’s common stock and warrants began trading on Nasdaq under the trading symbols “OCEA” and “OCEAW,” respectively. Prior the closing, each unit of Aesther sold in its IPO consisted of one public share of Class A common stock and one public warrant which entitled the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share. Upon the closing, Aesther’s certificate of incorporation, as amended, was replaced with an amended certificate, which, among other things, reclassified all shares of Class A common stock as common stock. Immediately after giving effect to the business combination, there were 34,756,339 shares of common stock and warrants to purchase 11,275,054 shares of common stock of the company issued and outstanding.

Murphy Canyon Acquisition Corp. (NASDAQ: MURF): Francis Knuettel II

Murphy Canyon Acquisition Corp. (“Murphy Canyon”), a blank-check special purpose acquisition company, announced that its proxy statement/registration statement on Form S-4 filed with the SEC on May 12, 2023, as amended, was declared effective by the SEC on August 11, 2023 in connection with the proposed business combination between Murphy Canyon and Conduit Pharmaceuticals Limited (“Conduit”) previously announced on November 8, 2022. Murphy Canyon has scheduled a special meeting of its stockholders for September 7, 2023 at 10:00 a.m., Eastern time, to approve such business combination and has commenced mailing the proxy statement and prospectus to its stockholders of record as of the close of business on August 2, 2023. On September 22, 2023, the Murphy Canyon closed its transaction, at which time, My. Knuettel stepped down from the board.

Relativity Acquisition Corp. (NASDAQ: RACY): Francis Knuettel II

Relativity Acquisition Corp., a Delaware corporation (“Relativity”) entered into a business combination agreement on February 13, 2023, as amended, with SVES GO, LLC, SVES LLC, SVES CP LLC, and SVES Apparel LLC (together, “SVES”) and the other parties thereto. On August 15, 2023, Relativity issued a press release announcing that a confidential draft of a Registration Statement on Form S-4 was submitted to the SEC, for receipt by the SEC on August 14, 2023, with respect to such proposed business combination with SVES.

Number and Terms of Office of Officers and Directors

We currently have five directors. Our board of directors is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Michael Peterson, Donald Fell, Venkatesh Srinivasan, and Siva Saravanan are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

None of our officers has received any cash compensation for services rendered to us. Commencing on May 28, 2021, we agreed to pay the Original Sponsor a total of $10,000 per month until March 13, 2023 and then to pay the New Sponsor from March 13, 2023 for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our New Sponsor, officers and directors, or any affiliate of our New Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our New Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Committees of the Board of Directors

Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee:

●

Michael Peterson in his capacity as Chairman;

●

Donald Fell in his capacity as a member; and

●

Siva Saravanan in his capacity as a member.

Compensation Committee:

●

Donald Fell in his capacity as Chairman;

●

Michael Peterson in his capacity as a member; and

●

Siva Saravanan in his capacity as a member.

Nasdaq listing standards require that a majority of the Company’s board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Company’s board of directors has determined that Michael Peterson, Donald Fell, Venkatesh Srinivasan, and Siva Saravanan are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Audit Committee

We have established an audit committee of the board of directors. Messrs. Michael Peterson, Donald Fell, and Siva Saravanan serve as members of our audit committee, and Mr. Peterson chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Michael Peterson, Donald Fell, and Siva Saravanan meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate and our board of directors has determined that Mr. Peterson qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

●	the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

●	pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

●	setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

●	setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

●

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

●	reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

●

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors. Messrs. Donald Fell, Michael Peterson, and Siva Saravanan serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Messrs. Donald Fell, Michael Peterson, and Siva Saravanan are independent and Mr. Fell will chair the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers’ compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

●	reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

●	reviewing on an annual basis our executive compensation policies and plans;

●	implementing and administering our incentive compensation equity-based remuneration plans;

●	assisting management in complying with our proxy statement and annual report disclosure requirements;

●	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

●	if required, producing a report on executive compensation to be included in our annual proxy statement; and

●	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than (i) the payment to the Original Sponsor of $10,000 per month until March 13, 2023 and then to the New Sponsor from March 13, 2023, and (ii) for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The Existing OTEC Charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Messrs. Donald Fell, Michael Peterson, and Siva Saravanan. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to the registration statement filed with the SEC to register the Units in connection with the Initial Public Offering. You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Legal Proceedings Involving Our Officers and Directors

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Conflicts of Interest

Members of our management team do not have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as a director or officer of the company. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Potential investors should also be aware of the following other potential conflicts of interest:

●	None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

●

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

●

Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination by June 2, 2024 (assuming the remaining extension payment is made for the period from May 2, 2024 to June 2, 2024). If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of our public shares, and the Private Placement Warrants (and the underlying securities) will expire worthless. Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the date of the consummation of our initial business combination or (ii) the date on which we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property (except as described under the section of our prospectus titled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants” on Form S-1). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of our shares of 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 20 trading days within any 30-trading day period commencing 150 days after our initial business combination, the founder shares will no longer be subject to such transfer restrictions. With certain limited exceptions, the Private Placement Warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or saleable by our New Sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our New Sponsor and officers and directors may directly or indirectly own common stock and warrants following our Initial Public Offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate 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.

●

Our New Sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our New Sponsor or an affiliate of our New Sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

The conflicts described above may not be resolved in our favor. In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

●	the corporation could financially undertake the opportunity;

●	the opportunity is within the corporation’s line of business; and

●	it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:


NAME OF INDIVIDUAL	NAME OF AFFILIATED COMPANY	AFFILIATION
Suren Ajjarpu	Trxade Group, Inc.	Chairman, Chief Executive Officer, and Secretary
	Semper Paratus Acquisition Corporation	Chief Executive Officer and Chairman
	Kernel Group Holdings, Inc.	Chairman of the Board
	Aesther Healthcare Acquisition Corp.	Chairman and Chief Executive Officer
	Ocean Biomedical Inc.	Director
	Kano Energy Corp.	Executive Chairman
Francis Knuettel II	Chromocell Therapeutics Corp.	Chief Executive and Financial Officer
	ECOM Medical	Board Member
	Capstone Technologies Group Inc.	Board Member
	Relativity Acquisition Corp.	Board Member
Michael Peterson	Kernel Group Holdings, Inc.	Board Member
	Lafayette Energy Corp.	President, Chief Executive Officer, and Board Member
	Ocean Biomedical Inc.	Board Member
	Trio Petroleum Corp.	Chief Executive Officer and Board Member
	Indonesia Energy Corporation Limited	Director and Chair of Audit Committee
	PowerUp Acquisition Corp.	Board Member
	Trxade Health Inc.	Board Member
	Danam Health, Inc.	Board Member
	OceanTech Acquisitions I Corp.	Board Member
	Integrated Wellness Acquisition Corp.	Board Member
Donald Fell	Kernel Group Holdings, Inc.	Board Member
	Trxade Health, Inc.	Board Member and Chair of Compensation and Governance Committees
	Trxade Nevada	Board Member
	PowerUp Acquisition Corp.	Board Member
	Integrated Wellness Acquisition Corp.	Board Member
	OceanTech Acquisitions I Corp.	Board Member
	Foundation for Teaching Economics	Professor and Program Director
	University of Colorado, Colorado Springs	Adjunct Graduate Professor of Economics
Venkatesh Srinivasan	Novadoz Pharmaceuticals	Chief Executive Officer
Siva Saravanan	Kernel Group Holdings, Inc.	Independent Director
	Waverstone US	Chief Digital Officer

Accordingly, if any of the above executive officers and directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our New Sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view.

In the event that we submit our initial business combination to our public stockholders for a vote, pursuant to the letter agreement, our New Sponsor, officers and directors have agreed to vote any founder shares held by them and any public shares purchased during or after the offering (including in open market and privately negotiated transactions) in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our directors are not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Item 11. EXECUTIVE COMPENSATION

Please see “Officer and Director Compensation” under Item 10 of this Annual Report on Form 10-K.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding (i) the beneficial ownership of OTEC Common Stock as of December 11, 2023 and (ii) the expected beneficial ownership of Post-Closing Company Common Stock immediately following the Closing, assuming the no redemption scenario, and alternatively the maximum redemption scenario, by:

	●	each person known by OTEC who is, or is expected to be, the beneficial owner of more than 5% of the outstanding shares of OTEC Common Stock or Post-Closing Company Common Stock;
	●	each of OTEC’s current executive officers and directors; and
	●	each person who is expected to become an executive officer or director of the Post-Closing Company after the Business Combination; and
	●	all of OTEC’s current executive officers and directors, as a group, and all of the Post-Closing Company’s expected executive officers and directors after the Business Combination, as a group.

The beneficial ownership of shares of OTEC Common Stock pre-Business Combination is based on 3,497,475 shares of OTEC Class A Common Stock, issued and outstanding as of December 11, 2023.

The expected beneficial ownership of the Post-Closing Company after the Business Combination is based on (a) 11,993,978 shares of Post-Closing Company Common Stock outstanding at the Closing, assuming no holders of public shares exercise their redemption rights in connection therewith (no redemption scenario), and (b) 11,181,263 shares of Post-Closing Company Common Stock outstanding at the Closing, assuming holders of 812,715 public shares exercise their redemption rights in connection therewith (maximum redemption scenario), in each case which consists of (i) (x) in the case of the no redemption scenario, 3,497,475 shares of OTEC Class A Common Stock that will convert into a like-number of shares of Post-Closing Company Common Stock at the Closing and (y) in the case of the maximum redemption scenario, 2,684,760 shares of OTEC Class A Common Stock that will convert into a like-number of shares of Post-Closing Company Common Stock at the Closing; and (ii) 9,600,000 shares of Post-Closing Company Common Stock that will be issued at the Closing to the holders of the share capital of Regentis.

100

Unless otherwise indicated, OTEC believes that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. Except as otherwise noted herein, the number and percentage of Post-Closing Company Common Stock beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any Post-Closing Company Common Stock as to which the holder has sole or shared voting power or investment power and also any Post-Closing Company Common Stock which the holder has the right to acquire within 60 days of the date set forth above through the exercise of any option, warrant or any other right. The table does not include the shares of common stock underlying the OTEC warrants prior to the Business Combination because these securities are not exercisable within 60 days following the date set forth above, but it does include shares of Post-Closing Company Common Stock underlying the warrants following the Business Combination as those warrants will be exercisable within 60 days following the Closing.


						After the Business Combination
	Before the Business Combination					Assuming No Redemption					Assuming Maximum Redemption
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares of OTEC Common Stock Beneficially Owned		%			Number of Shares of Post-Closing Company Common Stock		%			Number of Shares of Post-Closing Company Common Stock			%
Current Directors and Executive Officers of OTEC
Surendra Ajjarapu⁽²⁾		2,581,500		73.8	%		2,581,500		21.5	%		2,581,500			23.1	%
Francis Knuettel II		—		—			—		—			—			—
Michael Peterson		—		—			—		—			—			—
Donald Fell		—		—			—		—			—			—
Venkatesh Srinivasan		—		—			—		—			—			—
Siva Saravanan		—		—			—		—			—			—
All directors and executive officers of OTEC as a group (6 individuals)		2,581,500		73.8	%		2,581,500		21.5	%		2,581,500			23.1	%

Directors and Executive Officers of Post-Closing Company After the Business Combination
Ehud Geller⁽³⁾		—		—			2,064,645		17.2	%		2,064,645			18.5	%
Jeff Dykan⁽⁴⁾		—		—			968,279		8.1	%		968,279			8.7	%
Keith Valentine		—		—			87,117		0.7	%		87,117	[		0.8	%
Pini Ben-Elazar		—		—			168,560		1.4	%		168,560			1.5	%
Susan Alpert		—		—			—		—			—			—
Surendra Ajjarapu⁽²⁾		2,581,500		73.8	%		2,581,500		21.5	%		2,581,500			23.1	%
Efraim Cohen-Arazi		—		—			—		—			—			—
Eli Hazum		—		—			5,000		0.0	%		5,000			0.0	%
Arie Gordashnikov		—		—			—		—			—			—
Noam Band		—		—			—		—			—			—
All directors and executive officers of Post-Closing Company as a group (10 individuals)		2,581,500		73.8	%		5,875,101		49.0	%		5,875,101			52.5	%

Five Percent and Greater Holders:
Aspire Acquisition LLC⁽²⁾		2,581,500		73.8	%		2,581,500		21.5	%		2,581,500			23.1	%
Owl Creek Asset Management, L.P.⁽⁵⁾		300,925		8.6	%		300,925		2.5	%		300,925			2.7	%
Jeffrey A. Altman⁽⁵⁾		300,925		8.6	%		300,925		2.5	%		300,925			2.7	%
Walleye Capital LLC⁽⁶⁾		313,200		9.0	%		313,200		2.6	%		313,200			2.8	%
SCP Vitalife Partners II, L.P.⁽⁷⁾		—		—			656,229		5.5	%		656,229			5.9	%
Medica III Investments (International) LP⁽⁸⁾		—		—			637,102		5.3	%		637,102			5.7	%
DSM⁽⁹⁾		—		—			571,573		4,8	%		571,573			5.1	%
Ocorian Fund Management S.à r.l acting for and on behalf of Generali Financial Holdings FCP-FIS Sub-Fund 2⁽¹⁰⁾		—		—			721,342		6.0	%		721,342			6.5	%
HaisThera Scientific Fund I, L.P.⁽¹¹⁾		—		—			1,350,226		11.3	%		1,350,226			12,1	%

101

Less than 1%

(1)

Unless otherwise noted, the business address of each of the following entities or individuals prior to the Business Combination is c/o OceanTech Acquisitions I Corp., 515 Madison Avenue, Suite 8133, New York, NY 10022, and the business address of each of the entities and individuals after the Business Combination is c/o 12 Ha’ilan Street, Northern Industrial Zone, P.O. Box 260, Or-Akiva 3060000, Israel.

(2)

Represents Founder Shares, originally classified as shares of OTEC Class B Common Stock and then converted to OTEC Class A Common Stock. Such shares are held by Sponsor. Surendra Ajjarapu is the managing member of our Sponsor and may be deemed to have beneficial ownership of the common stock held directly by the Initial Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The table does not include the shares of common stock underlying the Private Placement Warrants held or to be held by the Sponsor in the beneficial ownership prior to the Business Combination because these securities are not exercisable within 60 days following the as-of date for this table, but an aggregate of 3,871,000 shares of Post-Closing Company common stock underlying the Private Placement Warrants are included in the beneficial ownership following the Business Combination as those warrants will be exercisable within 60 days following the Closing.

(3)

Consists of (1) warrants to purchase 20,000 ordinary shares as a result of a grant to Regentis related to the August 2023 loan, (2) 159,693 RSUs, which are expected to vest within 60 days, and (3) shares beneficially owned by Dr. Ehud Geller in (i) 573,237 ordinary shares and warrants to purchase 63,865 ordinary shares owned by the Medica III Investments (International) L.P, (ii) 208,362 ordinary shares and warrants to purchase 23,212 ordinary shares owned by Medica III Investments (Israel) LP; (iii) 226,433 ordinary shares and warrants to purchase 25,226 ordinary shares owned by Medica III Investments (SF) LP; (iv) 121,871 ordinary shares and warrants to purchase 13,577 ordinary shares owned by Medica III Investments (PF) LP; (v) 294,370 ordinary shares and warrants to purchase 32,797 ordinary shares owned by Medica III Investments Israel (B) LP; (vi) 271,728 ordinary shares and warrants to purchase 30,274 ordinary shares owned by Poalim Medica III Investments LP. The beneficial owners under Medica Group are: MCP Opportunity Secondary Program III L.P: 10.57%, NYC Police Pension Fund: 8.8%, Quantum Partners LDC: 13.2%, and Migdal Insurance Company Ltd: 8.8%. None of which include individuals who hold more than 5% interest. Medica III Management L.P., an entity held 50% by Dr. Ehud Geller and 50% by Batsheva Elran, is the managing entity of Medica III Fund. The principal business address of Medica III Investment is 60C Medinat Hayehudim, Herzliya, 4676670, Israel.

(4)	Consists of (1) warrants to purchase 5,000 ordinary shares as a result of a grant to Regentis related to the August 2023 loan, (2) 592,272 ordinary shares and warrants to purchase 63,958 ordinary shares held by SCP Vitalife Partners II L.P., and (3) 285,688 ordinary shares and warrants to purchase 21,361 ordinary shares held by SCP Vitalife Partners (Israel) II L.P. Mr. Jeff Dykan. is the general partner of the foregoing entities, and, as such, holds share voting and dispositive power over the shares held by the foregoing entities. The principal business address of SCP Vitalife Partners II L.P., is Messrs. Churchill and Weisman, 5 Great Valley Parkway, Suite 210, Malvern, Pennsylvania 19355. The principal business address of SCP Vitalife Partners (Israel) II L.P. is 15 Hatidhar, P.O. Box 2138, Raanana, Tel Aviv 4366517, Israel.
(5)	According to a Schedule 13G filed with the SEC on February 9, 2022, on behalf of Owl Creek Asset Management L.P. and Jeffrey A. Altman. The business address of this stockholder is 640 Fifth Avenue, 20^th Floor, New York, NY 10019.
(6)	According to a Schedule 13G filed with the SEC on April 19, 2023, on behalf of Walleye Capital LLC, an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E), by Adil Elamri as Chief Compliance Officer, pursuant to Rule 13d-1(b). The business address of this stockholder is 2800 Niagara Lane N, Plymouth, MN 55447.
(7)	The beneficial owners under SCP Vitalife Partners II, L.P. are: Jeff Dykan and Avi Ludimursky.
(8)	The beneficial owner under Medica III Investments (International) LP is Dr. Ehud Geller.
(9)	The beneficial owner under DSM is DSM Nederland B.V., which is 100% owned by Koninklijke DSM N.V. (or Royal DSM). Koninklijke DSM N.V. is a publicly traded company with ordinary shares listed on NYSE Euronext stock exchange in Amsterdam. Koninklijke DSM N.V. currently has no controlling shareholders. The company is managed by a Managing Board together with an Executive Committee and an independent Supervisory Board. Members of the Managing Board and the Supervisory Board are appointed by the General Meeting of Shareholders. The business address of this stockholder is 1 Het Overloon, 6411 TE Heerlen, Netherlands.
(10)	The beneficial owner under Ocorian Fund Management S.à r.l., acting for and on behalf of Generali Financial Holdings FCP-FIS Sub-Fund 2 is Ocorian Holdings (Europe) S.à r.l., which owns 100% of Ocorian Fund Management S.à r.l. Thomas Fahl, Frederic Pierre Jose Michels and Simon Burgess are the acting and controlling managers of Ocorian Fund Management S.à r.l. The acting and controlling managers of Generali Financial Holdings FCP-FIS Sub-Fund 2 are Thomas Fahl, Frederic Pierre Jose Michels and Simon Burgess. The business address of this stockholder is Cloche d’Or, 17, 2411, Boulevard F.W. Raiffeisen, Luxembourg.
(11)	The beneficial owners under HaisThera Scientific Fund I, L.P. are: Faith Reliance International Limited (LP) 39%, Waifull Industries Limited (LP) 26%, Haisco Pharmaceutical Co., Limited (LP) 18%, Vista Associates Corporation (LP) 5%, Mooi Management Limited (LP) 5%, MA WEI (LP) 5%. The beneficial owner under Faith Reliance International (LP) is Wang Junmin. The beneficial owner under Waifull Industries Limited (LP) is Fan Xiulian. The beneficial owners under Haisco Pharmaceutical Co., Limited (LP) are Wang Junmin, Fan Xiulian and Zheng Wei. The business address of this stockholder is PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

102

The holders of the founder shares have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B) not to redeem any shares in connection with a stockholder vote to approve a proposed initial business combination or in connection with a tender offer.

Our New Sponsor and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

On February 14, 2021, the Original Sponsor purchased 2,875,000 shares of our Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. Our New Sponsor agreed to forfeit up to 375,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter, so that the Founder Shares will represent 20.0% of our issued and outstanding shares after the Initial Public Offering. On June 17, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining 1,174,000 Units of the over-allotment option, and 293,500 shares of Class B common stock were subsequently forfeited.

103

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On February 14, 2021, the Original Sponsor purchased 2,875,000 shares of our Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. Our New Sponsor agreed to forfeit up to 375,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter, so that the Founder Shares will represent 20.0% of our issued and outstanding shares after the Initial Public Offering. On June 17, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining 1,174,000 Units of the over-allotment option, and 293,500 shares of Class B common stock were subsequently forfeited.

Commencing on May 28, 2021, we agreed to pay the Original Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The administrative support agreement began on the day the Company first listed on the Nasdaq Capital Market and continue monthly until the completion of the Company’s initial business combination or liquidation of the Company.

As of December 31, 2023, the Company incurred 120,000 in administrative support fees which remains outstanding and is included on the accompanying balance sheet as “due to related party”.

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our New Sponsor, officers and directors, or any affiliate of our New Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our New Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

The Original Sponsor previously loaned us $154,039 for a portion of the expenses of our Initial Public Offering. These loans were non-interest bearing, unsecured and were due at the earlier of December 31, 2021 or the closing of our Initial Public Offering. The loan was repaid upon the closing of our Initial Public Offering.

In order to finance transaction costs in connection with an intended initial business combination, the New Sponsor, an affiliate of the New Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial business combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. 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 business combination entity, 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 Original Sponsor.

As of December 31, 2023, no such Working Capital Loans were outstanding, except as disclosed.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to certain registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

104

Related Party Policy

We have adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

Prior to the consummation of the Initial Public Offering, we adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of our code of ethics is filed as an exhibit to this Annual Report on
Form 10-K.

In addition, our audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

Our audit committee will review on a quarterly basis all payments that were made to our New Sponsor, officers or directors, or our or their affiliates.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our New Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

105

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end consolidated financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our quarterly reports on Form 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2023 and 2023 totaled $235,348 and $74,675. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the year ended December 31, 2023 and 2022, we did not pay Marcum for consultations concerning financial accounting and reporting standards.

Tax Fees. did not pay Marcum for tax planning and tax advice for the year ended December 31, 2023 and 2022.

All Other Fees. We did not pay Marcum for other services for the year ended December 31, 2023 and 2022.

Pre-Approval Policy

Our audit committee was formed upon the pricing of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

106

PART IV

Item 15. Exhibits, Financial Statements, and Schedules.

(a) The following documents are filed as part of this form 10-K:

(1) Consolidated Financial Statements:


		Page(s)
Report of Independent Registered Public Accounting Firm (PCAOB ID #688)		F-1
Consolidated Financial Statements
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Changes in Stockholders’ Deficit		F-4
Consolidated Statements of Cash Flows		F-5
Notes to Consolidated Financial Statements		F-6 to F-21

(2) Financial Statement Schedules:

None.

(3) Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

107

Item 16. Form 10-K Summary

Not applicable.

EXHIBIT INDEX


Exhibit No.		Description
1.1*		Underwriting Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and Maxim Group LLC, as representatives of the several underwriters (incorporated by reference as Exhibit 1.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
1.2*		Amendment of Underwriting Agreement, dated December 15, 2021, by and between OceanTech Acquisitions I Corp. and Maxim Group LLC, as representatives of the several underwriters (incorporated by reference as Exhibit 1.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on September 13, 2023).
2.1*		Agreement and Plan of Merger, dated May 2, 2023, by and among OceanTech Acquisitions I Corp., R.B. Merger Sub Ltd. and Regentis Biomaterials Ltd (incorporated by reference as Exhibit 2.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on May 3, 2023)(certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). OceanTech Acquisitions I Corp. agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.)
2.2*		Amendment No. 1 to Agreement and Plan of Merger, dated July 7, 2023, by and among OceanTech Acquisitions I Corp., R.B. Merger Sub Ltd. and Regentis Biomaterials Ltd. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on July 10, 2023).
3.1*		Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. dated May 27, 2021 (incorporated by reference as Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
3.2*		Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference from Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on December 2, 2022).
3.3*		Second Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference from Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on May 30, 2023).
3.4*		Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on September 6, 2023).
3.5*		By Laws of OceanTech Acquisitions I (incorporated by reference from Exhibit 3.3 of Form S-1 filed by OceanTech Acquisitions I Corp. with the SEC on April 9, 2021).*
4.1*		Warrant Agreement, dated May 27, 2021, by and between Continental Stock Transfer & Trust Company and OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 4.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
4.2*		Subscription Agreement, dated May 23, 2023, between OceanTech Acquisitions I Corp., Aspire Acquisition LLC and Polar Multi-Strategy Master Fund. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on December 29, 2023).
4.3*		Subscription Agreement, dated October 24, 2023, between OceanTech Acquisitions I Corp., Aspire Acquisition LLC and Polar Multi-Strategy Master Fund. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on December 29, 2023).
4.4*		Description of securities. (incorporated by reference from Exhibit 4.1 of Form 10-K/A filed by OceanTech Acquisitions I Corp. on March 31, 2023).
10.1*		Investment Management Trust Agreement, dated May 27, 2021, by and between Continental Stock Transfer & Trust Company and OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 10.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)

108

10.2*		Form of Registration Rights Agreement, by and among OceanTech Acquisitions I Corp., Aspire Acquisition LLC and certain holders of OTEC securities (incorporated by reference as Exhibit 10.4 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on May 8, 2023)
10.3*		Registration Rights Agreement, dated May 27, 2021, by and among OceanTech Acquisitions I Corp. and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.2 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.4*		Form of Lock-Up Agreement by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd and certain shareholders of Regentis a party thereto (incorporated by reference as Exhibit 10.4 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on May 8, 2023)
10.5*		Letter Agreement, dated May 27, 2021, by and among OceanTech Acquisitions I Corp., its officers and directors and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.3 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.6*		Private Placement Warrants Purchase Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.4 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.7*		Administrative Support Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.5 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.8*		Voting Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd. and certain shareholders of Regentis party thereto (incorporated by reference as Exhibit 10.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on May 8, 2023)
10.9*		Sponsor Support Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd., Aspire Acquisition LLC and certain individuals party thereto (CORRECTED)(incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on July 10, 2023).
10.10*		Purchase Agreement, dated as of March 13, 2023, by and among OceanTech Acquisitions I Corp., Aspire Acquisition LLC and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on March 13, 2023)
10.11*		Securities Subscription Agreement, dated February 14, 2021, between the Company and the Original Sponsor (incorporated by reference as Exhibit 10.5 of Form S-1 filed by OceanTech Acquisitions I Corp. with the SEC on April 9, 2021).
10.12*		Form of Indemnity Agreement (incorporated by reference as Exhibit 10.7 of Form S-1 filed by OceanTech Acquisitions I Corp. with the SEC on April 9, 2021).
14.1*		Form of Code of Ethics (incorporated by reference as Exhibit 14.1 of Form S-1 filed by OceanTech Acquisitions I Corp. with the SEC on April 9, 2021).
31.1**		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2**		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1***		Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
97.1**		OceanTech Acquisitions I Corp. Clawback Policy

101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema*
101.CAL		Inline XBRL Taxonomy Calculation Linkbase*
101.LAB		Inline XBRL Taxonomy Label Linkbase*
101.PRE		Inline XBRL Definition Linkbase Document*
101.DEF		Inline XBRL Definition Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*

* Previously filed.

** Filed herewith.

*** Furnished herewith.

109

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

OceanTech Acquisitions I Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of OceanTech Acquisitions I Corp. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before June 2, 2024. The Company entered into a definitive merger/business combination agreement with a business combination target on May 2, 2023; however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to June 2, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after June 2, 2024, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2021.

Hartford, CT

April 15, 2024

F-1

OCEANTECH ACQUISITIONS I CORP.

CONSOLIDATED BALANCE SHEETS


	December 31,
	2023			2022

ASSETS:
Cash	$	101,174		$	35,806
Prepaid expense		—			179
Total current assets		101,174			35,985
Investments held in Trust Account		9,287,900			19,429,439
TOTAL ASSETS	$	9,389,074		$	19,465,424

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT:
Accounts payable and accrued expenses	$	3,233,469		$	1,614,363
Income tax payable		63,395			—
Excise tax payable		112,338			—
Promissory notes		1,203,961			—
Promissory notes – related party		448,039			323,039
Due to related parties		427,667			307,667
Total current liabilities		5,488,869			2,245,069
Other long-term liabilities		2,000,000			2,000,000
Deferred underwriting commissions		3,614,100			3,614,100
Warrant liabilities		330,872			661,747
Total Liabilities		11,433,841			8,520,916

Commitments and Contingencies (see Note 8)

Redeemable Common Stock
Class A common stock subject to possible redemption, 812,715 and 1,848,503 shares at December 31, 2023 and 2022, respectively at redemption value of $11.53 and $10.51 at December 31, 2023 and 2022, respectively		9,372,058			19,419,552
Stockholders’ Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,684,760 and 103,260 (excluding 812,715 and 1,848,503 shares subject to possible redemption) shares issued and outstanding at December 31, 2023 and 2022, respectively		269			10
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; no shares and 2,581,500 shares issued and outstanding at December 31, 2023 and 2022, respectively		—			259
Additional paid-in capital		1,549,028			2,248,291
Accumulated deficit		(12,966,122	)		(10,723,604	)
Total Stockholders’ Deficit		(11,416,825	)		(8,475,044	)
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT	$	9,389,074		$	19,465,424

The accompanying notes are an integral part of these consolidated financial statements.

F-2

OCEANTECH ACQUISITIONS I CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Year Ended December 31,
	2023			2022

Operating and formation costs	$	2,602,250		$	2,355,895
Loss from operations		(2,602,250	)		(2,355,895	)

Other income:
Interest earned on investments in trust		637,784			1,251,889
Interest expense		(80,861	)		—
Finance transaction costs		—			—
Offering costs allocated to warrants		(464,670	)		(3,600,000	)
Change in fair value of warrants		330,874			6,668,954
Total other income, net		423,127			4,320,843
(Loss) Income before taxes		(2,179,123	)		1,964,948
Provision for income taxes		(63,395	)		—
Net (loss) income	$	(2,242,518	)	$	1,964,948

Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		1,238,381			9,582,767
Basic and diluted net (loss) income per common stock, Class A subject to possible redemption	$	(0.57	)	$	0.16

Weighted average shares outstanding of non-redeemable common stock, basic and diluted		2,684,760			2,684,760
Basic and diluted net (loss) income per non-redeemable common stock	$	(0.57	)	$	0.16

The accompanying notes are an integral part of these consolidated financial statements.

F-3

OCEANTECH ACQUISITIONS I CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022


									Additional						Total
	Class A Common Stock			Class B Common Stock					Paid-in			Accumulated			Stockholders’
	Shares	Amount		Shares		Amount			Capital			Deficit			Deficit
Balance as of December 31, 2021	103,260	$	10	2,581,500		$	259		$	—		$	(12,688,552	)	$	(12,688,283	)
Remeasurement of Class A common stock subject to possible redemption	—		—	—			—			(2,668,274	)		—			(2,668,274	)
Proceeds in excess of fair value of private placements warrants	—		—	—			—			1,316,565			—			1,316,565
Fair value of Sponsor Shares transferred to extension investors	—		—	—			—			3,600,000			—			3,600,000
Net income	—		—	—			—			—			1,964,948			1,964,948
Balance as of December 31, 2022	103,260	$	10	2,581,500		$	259		$	2,248,291		$	(10,723,604	)	$	(8,475,044	)
Contribution related to financing costs attributed to Aspire Securities Purchase Agreement	—		—	—			—			464,670			—			464,670
Fair Value of Class A Common Shares to be transferred under Promissory Notes (Note 6)	—		—	—			—			158,400			—			158,400
Recognition of excise tax liability on trust redemptions	—		—	—			—			(112,338	)		—			(112,338	)
Conversion of Class B common stock in Class A common stock	2,581,500		259	(2,581,500	)		(259	)		—			—			—
Overdraw of Trust Assets Payable to Trust by Sponsor										(107,827	)					(107,827	)
Remeasurement of Class A common stock subject to possible redemption	—		—	—			—			(1,102,168	)					(1,102,168	)
Net income	—		—	—			—			—			(2,242,518	)		(2,242,518	)
Balance as of December 31, 2023	2,684,760	$	269	—		$	—		$	1,549,028		$	(12,966,122	)	$	(11,416,825	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

OCEANTECH ACQUISITIONS I CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Year Ended December 31,
	2023			2022
Cash Flows from Operating Activities:
Net (loss) income	$	(2,242,518	)	$	1,964,948
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Offering costs allocated to warrants		—			3,600,000
Interest earned on investments in trust		(637,784	)		(1,251,889	)
Non-cash interest expense		80,861			—
Change in fair value of warrants		(330,875	)		(6,668,954	)
Finance transaction cost		464,670			—
Changes in operating assets and liabilities:
Prepaid assets		179			233,030
Accounts payable and accrued expenses		1,595,438			1,305,567
Income tax payable		63,395			—
Due to related party		120,000			245,000
Net cash used in operating activities		(886,634	)		(572,298	)

Cash Flows from Investing Activities:
Investment of cash in trust account for extensions		(740,000	)		(1,798,900	)
Cash withdrawn from Trust Account for taxes and redemptions		11,519,323			87,917,298
Net cash provided by investing activities		10,779,323			86,118,398

Cash Flows from Financing Activities:
Proceeds from issuance of promissory notes		125,000			—
Proceeds from issuance of promissory note to related party		1,281,500			160,000
Proceeds from private placement		—			1,548,900
Redemptions of Class A common stock		(11,233,821	)		(87,541,322	)
Net cash used in financing activities		(9,827,321	)		(85,832,422	)

Net Change in Cash		65,368			(286,322	)
Cash - Beginning		35,806			322,128
Cash - Ending	$	101,174		$	35,806

Supplemental Disclosure of Non-cash Financing Activities:
Remeasurement of Class A common stock to redemption value	$	1,102,168		$	2,668,274
Fair value of Original Sponsor Shares transferred to extension investors		—			1,548,900
Recognition of excise tax on share redemptions	$	112,338		$	—
Overdraw of Trust Assets Payable to Trust by Sponsor	$	107,827		$	—
Debt discount recognized from fair value of Class A common stock to be transferred under Promissory Notes (Note 6)	$	158,400		$	—

The accompanying notes are an integral part of these consolidated financial statements

F-5

OCEANTECH ACQUISITIONS I CORP

Notes to Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022

Note 1— Description of Organization and Business Operations

OceanTech Acquisitions I Corp. (the “Company”) is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The Company’s original sponsor was OceanTech Acquisitions I Sponsors, LLC (the “Original Sponsor”). On March 13, 2023, the Company’s sponsor changed to Aspire Acquisition LLC, a Delaware limited liability company (“Aspire” or the “Sponsor”) when Aspire acquired all of the Class B common stock and Private Placement Warrants from the Original Sponsor. As part of this transaction, Aspire assumed ownership of all agreements and obligations of the Original Sponsor, agreed to reimburse the original chief executive officer $25,000, and has agreed to pay the original chief financial officer $5,000 per month during the transition period.

On September 5, 2023, as further described below, all of Sponsor’s Class B common stock was converted to Class A common stock.

As of December 31, 2023, the Company had not commenced any operations. All activity from inception through December 31, 2023 relates to the Company’s formation and the public offering (the “Initial Public Offering”) as defined below, and, since the closing of the initial public offering, a search for a business combination candidate. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on both cash from the proceeds derived from the Initial Public Offering and investments held in trust.

Financing

The registration statement for the Company’s Initial Public Offering was declared effective on May 27, 2021 (the “Effective Date”). On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Common Stock”) at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000, which is discussed in Note 3.

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement sale (“Private Placement”) of an aggregate 4,571,000 warrants (“Private Placement Warrants”), of which 3,871,000 Private Placement Warrants were purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim Group LLC and/or its designees (“Maxim”), at a price of $1.00 per Private Placement Warrant, generating total proceeds of $4,571,000.

Transaction costs of the Initial Public Offering amounted to $7,482,451 consisting of $2,065,200 of underwriting discount, $3,614,100 of deferred underwriting discount, $1,033,633 in fair value of representative shares issued and $769,518 of other offering costs. Of the transaction costs, $690,542 were charged to operations for the portion related to warrants and $6,791,909 were included as offering costs and charged against equity

The Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On June 17, 2021, the underwriter partially exercised the over-allotment option to purchase 326,000 additional Units (the “Over-Allotment Units”), generating an aggregate of gross proceeds of $3,260,000, and incurred $65,200 in cash underwriting fees.

On June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price of $1.00 per warrant and transfer of 1,200,000 of Original Sponsor's Class B common stock. Proceeds of the offering were deposited in the Company’s Trust Account for its public stockholders, representing $0.15 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination (an "Extension") by six months from June 2, 2022, to December 2, 2022. The Extension is permitted under the Company’s governing documents.

On August 10, 2022, the Company, OceanTech Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 1”), and the Original Sponsor, entered into a definitive Agreement and Plan of Merger (the “Captura Merger Agreement”) with Captura Biopharma, Inc., a Delaware corporation (“Captura”) and Michael Geranen, as seller representative (“Geranen”). Pursuant to the Captura Merger Agreement, upon the closing of the business combination, the Company would effect the merger of Merger Sub 1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set forth as follows: Captura’s shareholders collectively shall be entitled to receive from the Company, in the aggregate, a number of Company’s securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which the Captura’s net working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness (as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration otherwise payable to the Captura’s shareholders is subject to adjustment after the Closing in accordance with the terms of the Merger Agreement.

F-6

The obligations of the parties to consummate such business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the Company, Merger Sub 1 and Captura being true and correct subject to the materiality standards contained in the Captura Merger Agreement; (b) material compliance by such parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger Agreement; (c) the approval by the Company’s stockholders of such business combination; (d) the approval by the Captura’s stockholders of such business combination; I the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement) with respect to the Company or with respect to Captura since the effective date of the Captura Merger Agreement that is continuing and uncured; (f) the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible net assets upon the Closing; (h) the entry into certain ancillary agreements as of the Closing; (i) the lack of any notice or communication from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; and (j) the receipt of certain closing deliverables.

On October 13, 2022, parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Captura Merger Agreement.

On November 15, 2022, the Company entered into a definitive Agreement and Plan of Merger (the “Majic Merger Agreement”) with Merger Sub 1, OceanTech Merger Sub 2, LLC, a Wyoming limited liability company and wholly owned subsidiary of the Company (“Merger Sub 2”), the Original Sponsor in the capacity as the representative for the stockholders of the Company (the “Company Representative”), Majic Wheels Corp., a Wyoming corporation ( “Majic”), and Jeffrey H. Coats, an individual, in the capacity as the representative for the Majic stockholders (the “Majic Representative”).

On November 29, 2022, the Company held a special meeting of stockholders. At the meeting, the Company’s stockholders approved a charter amendment to extend the date by which the Company must consummate its initial business combination from December 2, 2022 to June 2, 2023, subject to the approval of the board of directors of the Company, provided the Original Sponsor or its designees deposit into the Trust Account an amount equal to $0.067 per share for each public share or $125,000, prior to the commencement of each extension period. In connection with the extension stockholders holding 8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $87,541,322 (approximately $10.32 per share) was removed from the Trust Account to pay such holders.

On December 1, 2022, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from December 2, 2022 to January 2, 2023.

On December 30, 2022, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from January 2, 2022, to February 2, 2023.

On February 3, 2023, Majic, the Company, Merger Sub 1 and Merger Sub 2 mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a) of the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Majic Merger Agreement.

F-7

On March 13, 2023, the Company’s sponsor changed from Original Sponsor to Sponsor when Aspire agreed to acquire all of the 2,581,500 shares of Class B common stock and 5,869,880 Private Placement Warrants from the Original Sponsor upon the closing of an initial business combination.

On March 31, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 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, 2023 to May 2, 2023.

On May 2, 2023, the Company deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 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, 2023 to June 2, 2023.

On May 2, 2023, the Company, R.B. Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger Sub”), and Regentis Biomaterials Ltd., an Israeli company (individually, “Regentis” and, together with the Company, Merger Sub, collectively, the “Parties” and each referred to as a “Party”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Regentis (the “Merger” or “Business Combination”), with Regentis continuing as the surviving entity after the Merger, as a result of which Regentis will become a direct, wholly-owned subsidiary of the Company (the “Proposed Transaction”).

On May 18, 2023, the Company and Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor, pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extensions, up to an aggregate of $360,000. (See below regarding the current extensions exercised.). No amounts were drawn under this promissory note as of December 31, 2023.

On May 30, 2023, the Company held a virtual special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed May 10, 2023 (as amended, the “Extension Proxy”). At such special meeting, the Company stockholders approved the proposal for the Company to adopt and file with the Delaware Secretary of State of the State of Delaware an amended charter (the “Extension Amendment Proposal”), which the Company promptly filed following the stockholders’ approval of the Extension Amendment Proposal. Pursuant to the Company’s amended charter, the Company has the right to extend beyond June 2, 2023 (the “Original Termination Date”) by up to 12, 1-month extensions through June 2, 2024 (the “Outside Date”; each of the 12, 1-month extensions, an “Extension”, and each such extension date a “Deadline Date”, and the latest of such Deadline Dates, the “Extended Deadline”) the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless the closing of the Company’s initial business combination shall have occurred, redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company or Sponsor (or its affiliates or permitted designees) is required to deposit into the Trust Account $30,000 (collectively, the “Extension Payments”), and the Sponsor made a non-interest bearing, unsecured loan to the Company in the aggregate of $360,000 for payment of the Extension Payments.

Additionally, at such special meeting, the stockholders of the Company approved the proposal to amend the trust agreement of the Trust Account to extend the termination date for an additional twelve months, until June 2, 2024 (the “Trust Amendment Proposal). Upon approval of the Extension Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company and the Trustee of the Trust Account promptly entered into an amendment to the trust agreement to extend the termination date for an additional twelve months, until June 2, 2024.

F-8

In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A common stock (the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company made cash payments to the Redeeming Stockholders totaling $11,233,821, representing approximately $10.84 per share. Following such payments to the Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class A common stock outstanding were 812,715.

On June 1, 2023, 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 June 2, 2023 to July 2, 2023.

On June 27, 2023, 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 July 2, 2023 to August 2, 2023.

On July 7, 2023, the Company and Regentis executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to $96 million from $95 million to account, in part, for the issuance of Regentis ordinary shares to Maxim pre-closing for the fee to which it would be entitled upon consummation of the business combination.

On July 10, 2023, the Company filed the initial Form S-4 (as amended, collectively, the “Form S-4”) with the SEC.

On July 25, 2023, the Company received written notice (the “Delisting Letter”) from the Nasdaq Capital Market (“Nasdaq”) that the Company had not regained compliance within 180 calendar days (or until July 24, 2023) in accordance with Nasdaq Listing Rule 5810(c)(3)(C) for compliance with Nasdaq Listing Rule 5550(b)(2) as the Company’s market value of listed securities for the thirty (30) consecutive business days, was below the required minimum of $35 million for continued listing on Nasdaq (the “MVLS Requirement”).

On July 27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter. The hearing with the Panel was then scheduled for September 21, 2023 (the “Hearing”).

On July 28, 2023, 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 August 2, 2023 to September 2, 2023.

On August 8, 2023, the Company filed a Preliminary Proxy Statement on Schedule 14(a) with the Securities and Exchange Commission (“SEC”) for stockholders to approve the founder share amendment proposal to amend the Company’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 and as further amended on May 30, 2023 by that certain Second Amendment to the Amended and Restated Certificate of Incorporation, as may be further amended (collectively, the “Existing OTEC Charter”), to provide for the right of the holders of Class B common stock, par value $0.0001 per share, to convert such shares of Class B common stock into shares of Class A common stock, par value $0.0001 per share, on a one-to-one basis at the election of such holders (the “Founder Share Amendment Proposal”), rather than upon the closing of an initial business combination. The Company then filed a Definitive Proxy Statement on Schedule 14A on August 23, 2023 (the “Proxy Statement”) with the SEC, providing notice of a special meeting of stockholders to be held on September 5, 2023 to propose to amend the Existing OTEC Charter in accordance with the Founder Share Amendment Proposal, in order to authorize the Company to regain compliance with the MVLS Requirement.

F-9

On August 31, 2023, 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 September 2, 2023 to October 2, 2023.

On September 5, 2023, the Company held a virtual special meeting of its stockholders following the notice provided by the Proxy Statement to amend the Existing OTEC Charter for the Founder Share Amendment Proposal. Following approval of the Founder Share Amendment Proposal by the Company’s stockholders, the Company promptly adopted and filed the related amendment to the Existing OTEC Charter with the Secretary of State of the State of Delaware. Effective as of September 5, 2023, the conversion of the Class B common stock to Class A common stock, resulted in the Company’s market value of securities increasing approximately $28,706,280 in addition to the Company’s then-current market value of securities being approximately $10,185,642, based on calculations utilizing the Company’s common stock closing price of $11.12 per share on August 28, 2023 to total approximately $38,891,922, above the required $35 million. The following ten consecutive business days after September 5, 2023, ended ahead of the Hearing.

On September 13, 2023, the Company filed Amendment No. 1 to the Form S-4 with the SEC.

As previously disclosed in a Form 8-K filed September 14, 2023, on September 13, 2023, the Company received written notice (the “Notification Letter”) from Nasdaq stating that the Company currently does not meet the required minimum of 300 public holders for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(3) (the “Public Holder Requirement”), and further stated that Nasdaq’s Panel would consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq at the Hearing already scheduled.

On September 21, 2023, the Company attended the Hearing to discuss the Delisting Letter and Notification Letter with the Panel. At the Hearing, the Company discussed its anticipated compliance with the Public Holder Requirement upon the closing of the Business Combination pursuant to the Merger Agreement with Regentis and the Merger Sub.

On September 27, 2023, 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 October 2, 2023 to November 2, 2023.

After the Hearing with Nasdaq, the Company provided a chart listing each of the initial listing requirements and noted how it planned to meet each requirement, as requested by Nasdaq at the Hearing. On October 9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception until January 2, 2024, subject to the following:

(1)	On or before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and

(2)	On or before January 2, 2024, OTEC shall complete the Business Combination, and establish compliance with Listing Rule 5505.

On October 10, 2023, the Company further demonstrated compliance with the MVLS Requirement.

On October 12, 2023, the Company received a letter from Nasdaq stating that the Company regained compliance under the MVLS Requirement. As such, this deficiency has been cured and the Company is in compliance with Nasdaq’s MVLS Requirement.

On October 27, 2023, 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 November 2, 2023 to December 2, 2023.

On November 3, 2023, the Company filed Amendment No. 2 to the Form S-4 with the SEC.

On November 27, 2023, 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 December 2, 2023 to January 2, 2024.

On December 21, 2023, the Company filed Amendment No. 3 to the Form S-4 with the SEC.

On December 27, 2023, 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 January 2, 2024 to February 2, 2024.

On December 29, 2023, the Company filed Amendment No. 4 and Amendment No. 5 to the Form S-4 with the SEC.

On December 29, 2023, the Company also received the Notice of Effectiveness of the Form S-4 from the SEC.

F-10

Franchise and Income Tax Withdrawals from Trust Account

Since completion of its IPO on June 2, 2021, and through December 31, 2023, the Company withdrew $661,478 from the Trust Account to pay its liabilities related to the Delaware franchise taxes. Through December 31, 2023, the Company remitted $402,478 to the respective tax authorities. Additionally, as of December 31, 2023, the Company had accrued but unpaid liability of $180,392 related to its income and Delaware franchise tax obligations. As of December 31, 2023, the Company had $101,174 in its operating account and inadvertently used $187,045 of the funds withdrawn from the Trust Account for payment of taxes for payment of other operating expenses not related to taxes. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without recurring to additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured. See Note 2 for additional information.

Liquidity and Going Concern

On December 31, 2023, the Company had cash of $101,174 and a working capital deficit of $5,387,695.

The Company’s liquidity needs up to December 31, 2023 were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (as defined in Note 5), loans from related parties and outside investors totaling $1,729,539 and $323,039 as of December 31, 2023 and 2022, respectively, and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account (“Trust Account”) located in the United States at JPMorgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee.

Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before June 2, 2024. The Company entered into a definitive merger/business combination agreement with a business combination target on May 2, 2023; however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to June 2, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after June 2, 2024, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these statements. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

The escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability of the Middle East region. It is unknown how long any of these disruptions will continue and whether such disruptions will become more severe.

The impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

F-11

Any redemption or other repurchase that occurs after December 31, 2023, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination.

As discussed above, on May 30, 2023, holders of 1,035,788 shares of Common Stock elected to redeem their shares in connection with the Extension. As a result, $11,233,821 was removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements of the IR Act and the Company’s operations and has determined that a liability of $112,338 should be recorded for the excise tax in connection with the above mentioned redemptions. This liability is recorded in the Company's balance sheet and will be reviewed and remeasured at each subsequent reporting period.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Merger Sub. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

F-12

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents as of December 31, 2023 and 2022.

Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, $104.3 million ($10.10 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account as described below.

Upon closing of the offering of the Private Warrants on June 2, 2022 (as described above) an additional $1.5 million (or $0.15 per Class A share subject to redemption) was placed in the trust account to provide for the Extension as described above.

In connection with the extension vote at the Special Meeting of Stockholders on November 29, 2022, stockholders holding 8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $87,541,322 (approximately $10.32 per share) was removed from the Trust Account to pay such holders.

On December 1, 2022, The Company caused to be deposited $125,000 into its Trust account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from December 2, 2022 to January 2, 2023.

On December 30, 2022, The Company caused to be deposited $125,000 into its Trust account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from January 2, 2022, to February 2, 2023.

On February 2, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from February 2, 2023 to March 2, 2023.

On March 2, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from March 2, 2023 to April 2, 2023.

On March 31, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 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, 2023 to May 2, 2023.

F-13

On May 2, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 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, 2023 to June 2, 2023.

On June 1, 2023, the Company caused to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023, as the first of twelve one-month extensions permitted under the Company’s governing documents.

On June 27, 2023, the Company caused to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from July 2, 2023 to August 2, 2023, as the second of twelve, 1-month extensions permitted under the Company’s governing documents.

On July 28, 2023, the Company caused to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from August 2, 2023 to September 2, 2023, as the third of twelve, 1-month extension permitted under the Company’s governing documents.

On August 30, 2023, the Company caused to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023, as the fourth of twelve, 1-month extension permitted under the Company’s governing documents.

On September 27, 2023, the Company caused to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from October 2, 2023 to November 2, 2023, as the fifth of twelve, 1-month extension permitted under the Company’s governing documents.

Offering Costs

Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

In connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued Class B shares (as referenced in Note 9) from the Founder Shares (as defined in Note 5) to the investors who participated in the Initial Public Offering. The fair value of the Founder Shares (as defined in Note 5) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost was be allocated to the only financial instruments issued, which were private placement warrants. Offering costs allocated to derivative warrant liabilities are expensed as incurred in the consolidated statements of operations.

F-14

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Net (Loss) Income per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per common stock is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 16,543,700 shares of Class A common stock for the years ended December 31, 2023, and 2022, subject to possible redemption in the calculation of diluted (loss) income per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the years ended December 31, 2023 and 2022. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

F-15

The basic and diluted income per common stock is calculated as follows:


	For the Year Ended December 31,
	2023			2022
Common stock subject to possible redemption
Numerator:
Net (loss) income allocable to Class A common stock subject to possible redemption	$	(707,875	)	$	1,534,917
Denominator:
Weighted Average Redeemable Class A common stock, basic and diluted		1,238,381			9,582,767
Basic and Diluted net (loss) income per share, redeemable Class A common stock	$	(0.57	)	$	0.16

Non-redeemable common stock
Numerator:
Net (loss) income allocable to non-redeemable common stock	$	(1,534,643	)	$	430,031
Denominator:
Weighted Average non-redeemable common stock, basic and diluted		2,684,760			2,684,760
Basic and diluted net (loss) income per share, common stock	$	(0.57	)	$	0.16

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

F-16

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 or 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Redeemable Share Classification

All of the 10,326,000 Class A Common Stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.”

F-17

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock.

As of December 31, 2023 and 2022, the Class A Common Stock reflected on the consolidated balance sheets are reconciled in the following table:


	December 31, 2023					December 31, 2022
	Shares		Amount			Shares		Amount
As of beginning of the period	1,848,503		$	19,419,552		10,326,000		$	104,292,600
Less:
Extension redemptions on May 27, 2023 and November 29, 2022, respectively	(1,035,788	)		(11,233,821	)	(8,477,497	)		(87,541,322	)
Plus:
Remeasurement of carrying value to redemption value attributable to:
Amount due from Sponsor	—			84,159		—			—
Accretion of carrying value to redemption value	—			1,102,168		—			2,668,274
Contingently redeemable Class A common stock subject to possible redemption	812,715		$	9,372,058		1,848,503		$	19,419,552

Payable to Trust Account

During the year ended December 31, 2023, the Company erroneously overdrew from the Trust Account amounts allocated for tax payments. Accordingly, as of December 31, 2023, the Company had an amount payable to the Trust Account in the amount of $84,159, which is fully allocable to the contingently redeemable Class A common stock subject to possible redemption. The amount payable to the Trust Account is to be funded by the Sponsor, and is included in within Class A common stock subject to possible redemption on the accompanying consolidated balance sheets.

Debt discounts

Debt discounts relate to the issuance costs of the promissory notes to non-related parties (see Note 6), and are included in the condensed consolidated balance sheets as a direct deduction from the face amount of the promissory notes. Debt discounts are amortized over the term of the related promissory notes and included in the interest expense.

F-18

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and impacts of adoption of this ASU.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Note 3 — Initial Public Offering

On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one redeemable warrant of the Company (“Warrant”), each Warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000.

On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $3,260,000.

Note 4 — Private Placement

On June 2, 2021, simultaneously with the closing of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of an aggregate 4,571,000 Private Placement Warrants, of which 3,871,000 Private Placement Warrants were purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim at a price of $1.00 per Private Placement Warrant, generating total proceeds of $4,571,000.

F-19

On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units. Simultaneously with the closing of the exercise of the overallotment option, the Company consummated the Private Placement of an aggregate of 97,800 Private Placement Warrants, of which 74,980 Private Placement Warrants were purchased by the Original Sponsor and 22,820 Private Placement Warrants were purchased by Maxim at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $97,800.

On June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price of $1.00 per warrant.

The Private Placement Warrants (and the underlying securities) are identical to the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Note 5 — Related Party Transactions

Founder Shares

In February 2021, the Original Sponsor paid $25,000 to cover certain offering costs in consideration for 2,875,000 Class B shares (the “Founder Shares”). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. Thus, up to 375,000 of the Founder Shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On June 21, 2021, the underwriter partially exercised its over-allotment option, purchasing an additional 326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option, and hence 293,500 founder shares of Class B common stock were subsequently forfeited, resulting in 2,581,500 outstanding Founder Shares.

Concurrently with the issuance of Private Warrants on June 2, 2022, the Original Sponsor committed to transfer 1,200,000 of Class B shares previously issued and outstanding as additional incentive to participants in the Extension Offering. The Company accounted for the Original Sponsor shares transferred to the participants in the Extension Offering at Fair Value as a charge directly to stockholders’ equity. The Company estimated the fair value of these shares to be $3,600,000 or $3 per share.

In connection with the change in sponsor to Aspire on March 13, 2023, the Company estimated the aggregate fair value of the 2,581,500 founders’ shares sold to Aspire to be $464,670 or $0.18 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T. As this transaction is directly related to the business combination, the costs related to the transaction were included as transaction finance costs in the statement of operations.

Upon the closing of the Initial Business Combination, Sponsor shall also convey (i) 250,000 (two hundred and fifty thousand) shares of Class B common stock to the equityholders of the Original Sponsor, as of the Effective Date (the “Original Sponsor Equityholders”), pro rata based on the Original Sponsor Equityholders’ underlying interest in the Company’s Class B common stock, and (ii) 250,000 (two hundred and fifty thousand) Private Placement Warrants to the Original Sponsor Equityholders, pro rata based on the Original Sponsor Equityholders’ underlying interest in the Company’s Private Placement Warrants as of the Effective Date.

F-20

The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the date of the consummation of the initial business combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the shares of 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 20 trading days within any 30- trading day period commencing 150 days after the initial business combination, the Founder Shares will no longer be subject to such transfer restrictions.

Promissory Note—Related Party

On February 14, 2021, the Original Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest bearing, unsecured and was due at the closing of the Initial Public Offering and the Original Sponsor has not demanded payment of the note through the date of this filing. As of December 31, 2023 and 2022, $448,039 and $323,039 were outstanding under the promissory note.

Related Party Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the sponsor, an affiliate of the sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. 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 Business Combination entity, 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 Sponsor. As of December 31, 2023 and 2022, no such Working Capital Loans were outstanding.

On May 18, 2023, the Company and the Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor, pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extension, up to an aggregate of $360,000. No amounts have been drawn under this promissory note as of December 31, 2023 or 2022.

F-21

Administrative Support Agreement

The Company has agreed to pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The administrative support agreement began on the day the Company first listed on the Nasdaq Capital Market and continue monthly until the completion of the Company’s initial business combination or liquidation of the Company. As of December 31, 2023 and 2022, the Company owed $427,667 and $307,667 under the administrative support agreement, respectively. For the years ended December 31, 2023, the Company incurred $120,000 in administrative support fees.

Note 6 - Promissory Notes

During 2023, the Company entered into six promissory notes with investors that provide for a maximum aggregate borrowing amount of up to $726,500. These notes are non-interest bearing and are due at the closing of the business combination. In consideration of these loans, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to the investors 130,000 shares of non-redeemable series Class A common stock.

On May 23, 2023, the Company or Sponsor entered into a promissory note 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 or Sponsor entered into a promissory note 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 250,000 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.

During the year ended December 31, 2023, $1,281,500 was drawn on the promissory notes. The full amount remains outstanding as of December 31, 2023.

The Company's Sponsor transfer of Class A shares to the Investor falls under SAB Topic 5T and thus was recognized in the Company's records in connection with the funding of the promissory notes as a debt discount totaling $158,400, or approximately $0.18 per share. The debt discount is accreted as interest expense in the Company’s statements of operations over the terms of the respective loans. As of December 31, 2023, the Company had an unamortized debt discount of $77,539. Interest expense related to this debt discount was $80,861 for the year ended December 31, 2023.

Note 7 —Derivative Warrant Liabilities

As of both December 31, 2023 and 2022, there were 10,326,000 public warrants outstanding. As of December 31, 2023 and 2022 there were 6,217,700 Private Placement Warrants outstanding, respectively.

F-22

Public Warrants

Each Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the New Sponsor or its affiliates, without taking into account any Founder Shares held by the New Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

The Company has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial business combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 90 days after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

F-23

Private Placement Warrants

The Private Placement Warrants and the underlying securities are identical to the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

F-24

Note 8 —Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

	December 31, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market held in Trust Account	$	9,287,900	$	9,287,900	$	—	$	—
	$	9,287,900	$	9,287,900	$	—	$	—
Liabilities:
Warrant Liability- public	$	206,520	$	206,520	$	—	$	—
Warrant Liability- private		124,352		—		—		124,352
Total Warrant Liability	$	330,872	$	206,520	$	—	$	124,352

	December 31, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market held in Trust Account	$	19,429,439	$	19,429,439	$	—	$	—
	$	19,429,439	$	19,429,439	$

OceanTech Acquisitions I Corp. 10-K