On November 29, 2022, OceanTech Acquisitions I Corp. (the
“Company” or “OceanTech”) (Nasdaq: OTEC/OTECU/OTECW), a special
purpose acquisition company, announced that its stockholders have
approved an extension of the date by which the Company must
consummate a business combination from December 2, 2022 to June 2,
2023 (or such earlier date as determined by the Company’s board of
directors) (the “Extension”) at the special meeting of stockholders
held on November 29, 2022 (the “Special Meeting”). The Extension
provides the Company with additional time to complete the
previously announced proposed business combination (the
“Transaction”) with Majic Wheels Corp., a Wyoming corporation.
The Company has deposited an amount equal to $0.067 per share
for each public share or $125,000 (the “Extension Payment”) into
the Company’s trust account for its public stockholders (the “Trust
Account”), which enables the Company to further extend the period
of time it has to consummate its initial business combination by
one month from December 2, 2022, to January 2, 2023. This extension
is the first of up to six monthly extensions permitted under the
Certificate of Amendment to the Company’s Amended and Restated
Certificate of Incorporation approved by our stockholders at the
Special Meeting. The Company previously extended the period of time
it has to consummate its initial business combination from June 2,
2022, to December 2, 2022.
Stockholders holding 8,477,497 shares of common stock of
OceanTech exercised their right to redeem their shares for a pro
rata portion of the funds in the Trust Account. As a result,
approximately 87,541,321.66 (approximately $10.32 per share) will
be removed from the Trust Account to pay such holders. Following
the redemption, the Company’s remaining shares of common stock
outstanding were 1,848,503. OceanTech has deposited into the Trust
Account $125,000 for the initial extension period (commencing
December 3, 2022, and ending January 2, 2022).
The Company also made an amendment to the Company’s investment
management trust agreement (the “Trust Agreement”), dated as of May
27, 2021, by and between the Company and Continental Stock Transfer
& Trust Company, allowing the Company to extend the business
combination period from December 2, 2022, to June 2, 2023, and
updating certain defined terms in the Trust Agreement.
Business Combination
On November 15, 2022, OceanTech entered into a definitive
business combination agreement pursuant to which it would acquire
Majic Wheels Corp., a Wyoming corporation (the “Target”). Upon the
closing of the business combination, which is expected in the first
quarter of 2023, the combined company will be named Majic Corp.
Majic Corp. expects to remain listed on Nasdaq under the ticker
symbol “MJWL” after the consummation of the Business
Combination.
About OceanTech Acquisitions I Corp.
OceanTech is a blank check company incorporated as a Delaware
corporation on February 3, 2021 for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses or entities.
About Majic Wheels Corp.
Majic Wheels’ ecosystem includes assets such as Calfin Global
Crypto Exchange (“CGCX”), the world’s leading hybrid exchange, and
PCEX, an Indian exchange that is transforming the B2B crypto
landscape in over 250 locations within India. CGCX provides
customers with a high caliber, secure, and simple-to-navigate
crypto trading experience by combining four blockchain services
onto a single platform. This includes a crypto exchange, merchant
solutions, smart contracts, and an initial coin offering (“ICO")
platform.
Additional Information and Where to Find It
The Company intends to file a Prospectus and Proxy Statement
with the SEC describing the business combination and other
stockholder approval matters for the consideration of the Company’s
stockholders, which Prospectus and Proxy Statement will be
delivered to its stockholders once definitive. This document does
not contain all the information that should be considered
concerning the business combination and the other stockholder
approval matters and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination and the other stockholder approval matters.
The Company’s stockholders and other interested persons are advised
to read, when available, the Prospectus and Proxy Statement and the
amendments thereto and other documents filed in connection with the
business combination and the other stockholder approval matters, as
these materials will contain important information about the
Company, the Target, the business combination and the other
stockholder approval matters. When available, the Prospectus and
Proxy Statement and other relevant materials for the business
combination and the other stockholder approval matters will be
mailed to stockholders of the Company as of a record date to be
established for voting on the business combination and the other
stockholder approval matters. Stockholders will also be able to
obtain copies of the Prospectus and Proxy Statement and other
documents filed with the SEC, without charge, once available, at
the SEC’s website at www.sec.gov, or by directing a request to:
OceanTech Acquisitions I Corp., 515 Madison Avenue, 8th Floor –
Suite 8133, New York, New York, 10022 or (929) 412-1272.
No Offer or Solicitation
This Press Release is for informational purposes only and is not
intended to and shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in
respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Participants in Solicitation
The Company, the Target and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from the Company’s stockholders with respect to the
business combination. A list of the names of the Company’s
directors and executive officers and a description of their
interests in the Company will be included in the proxy
statement/prospectus for the proposed business combination when
available at www.sec.gov. Information about the Company’s directors
and executive officers and their ownership of Company common stock
is set forth in the Company’s Form 10-K, dated March 16, 2022, and
in its prospectus dated May 27, 2021, as modified or supplemented
by any Form 3 or Form 4 filed with the SEC since the date of such
filing. Other information regarding the interests of the
participants in the proxy solicitation will be included in the
proxy statement/prospectus pertaining to the proposed business
combination when it becomes available.
Cautionary Statement Regarding Forward-Looking
Statements
This Press Release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. These
forward-looking statements include, but are not limited to,
statements regarding Target’s industry and market sizes, future
opportunities for Target and Company, Target’s estimated future
results and the proposed business combination between Company and
Target, including the implied enterprise value, the expected
transaction and ownership structure and the likelihood, timing and
ability of the parties to successfully consummate the proposed
transaction. Such forward-looking statements are based upon the
current beliefs and expectations of our management and are
inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the
results anticipated in these forward-looking statements.
In addition to factors previously disclosed in the reports filed
with the SEC and those identified elsewhere in this communication,
the following factors, among others, could cause actual results and
the timing of events to differ materially from the anticipated
results or other expectations expressed in the forward-looking
statements: inability to meet the closing conditions to the
business combination, including the occurrence of any event, change
or other circumstances that could give rise to the termination of
the Merger Agreement; the inability to complete the transactions
contemplated by the Merger Agreement due to the failure to obtain
approval of Company’s shareholders, the failure to achieve the
minimum amount of cash available following any redemptions by
Company shareholders, redemptions exceeding a maximum threshold or
the failure to meet The Nasdaq Stock Market’s initial listing
standards in connection with the consummation of the contemplated
transactions; costs related to the transactions contemplated by the
Merger Agreement; a delay or failure to realize the expected
benefits from the proposed transaction; risks related to disruption
of management’s time from ongoing business operations due to the
proposed transaction; changes in the cryptocurrency and digital
asset markets in which Target provides insurance and infrastructure
offering services, including with respect to its competitive
landscape, technology evolution or regulatory changes; changes in
domestic and global general economic conditions, risk that Target
may not be able to execute its growth strategies, including
providing software solutions for the broad blockchain technology,
and identifying, acquiring, and integrating acquisitions; risks
related to the ongoing COVID-19 pandemic and response; risk that
Target may not be able to develop and maintain effective internal
controls; and other risks and uncertainties indicated in Company’s
final prospectus, dated May 27, 2021, for its initial public
offering, and the proxy statement/prospectus relating to the
proposed business combination, including those under “Risk Factors”
therein, and in Company’s other filings with the SEC. Company and
Target caution that the foregoing list of factors is not
exclusive.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about Company
and Target or the date of such information in the case of
information from persons other than Company or Target, and we
disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this communication. Forecasts and estimates regarding Target’s
industry and end markets are based on sources we believe to be
reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro
forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual
results.
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version on businesswire.com: https://www.businesswire.com/news/home/20221201006034/en/
Investor Relations Lena Cati The Equity Group, Inc. (212)
836-9611 lcati@equityny.com
Investor Relations Majic Wheels Corp. ir@majiccorp.co
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