UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2023

OceanTech Acquisitions I Corp.

(Exact name of registrant as specified in its charter)

515 Madison Avenue, Suite 8133

New York, New York 10022

(Address of principal executive offices) (Zip Code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Amendment of Certificate of Incorporation 

As described in more detail in Item 5.03, the stockholders (the “Stockholders”) of OceanTech Acquisitions I Corp., a Delaware corporation (the “Company”) approved the Founder Share Amendment Proposal (defined below) at the special meeting held on September 5, 2023 (the “Special Meeting”) following the notice provided by the Definitive Proxy filed on Schedule 14A on August 23, 2023 (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”) 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”) by the Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (the “Charter Amendment”) (attached hereto as Exhibit 3.1), 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”) in order to authorize the Company to regain compliance with the Nasdaq Capital Market (“Nasdaq”) for purposes of complying with Listing Rule 5550(b)(2), which requires the Company to maintain market value of listed securities of at least $35 million. Following approval of the Founder Share Amendment Proposal by the Stockholders, the Company promptly adopted and filed the Charter Amendment with the Secretary of State of the State of Delaware.

The foregoing summary is qualified by the full text of the Charter Amendment, which is included as Exhibit 3.1.

At the Special Meeting, the Stockholders approved the Founder Share Amendment Proposal for the Company to adopt the Charter Amendment, which the Company promptly adopted and filed with the Secretary of State of the State of Delaware following the Stockholders’ approval.

Pursuant to the Charter Amendment, 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 in order to authorize the Company to regain compliance with Nasdaq for purposes of complying with Listing Rule 5550(b)(2), which requires the Company to maintain market value of listed securities of at least $35 million.

The foregoing summary is qualified by the full text of the Charter Amendment, which is included as Exhibit 3.1.

On the record date of August 9, 2023, the Company had 3,497,475 shares entitled to vote at the Special Meeting. At the Special Meeting, the Stockholders voted on one proposal presented, as described in the Proxy Statement, and cast their votes as described below:

Proposal 1 – The Founder Share Amendment Proposal

The Stockholders approved the Founder Share Amendment Proposal. The following is a tabulation of the voting results:

Class A and Class B common stock:

Class B common stock:

Accordingly, the Founder Share Amendment Proposal, having received the votes required by applicable law, was declared to be duly adopted by the Company’s stockholders, and a vote for the proposal to authorize adjournment of the Special Meeting was unnecessary. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.