OCEANTECH ACQUISITIONS I CORP. Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
Business Combination
Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the closing (the "Closing") of the transactions contemplated by the Merger Agreement (collectively, the "Business Combination"):
· The Parties will effect the merger of Merger Sub with and into the Target, with
the Target continuing as the surviving entity (the "Merger"), as a result of which all of the issued and outstanding capital stock of the Target shall be exchanged for shares of Class A common stock, par value$0.0001 per share, of the Company ("Company Class A Common Stock") upon the terms set forth in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law, all in accordance with the terms of the Merger Agreement.
· The Company will amend and restate its amended and restated certificate of
incorporation (the "Charter") to, among other matters: (a) change its name to "Captura Biopharma Holdings, Inc. " or such other name as mutually agreed to by the parties to the Merger Agreement; (b) expand the Company's board of directors (the "Board") to seven individuals; and (c) remove and change certain provisions in the Charter related to the Company's status as a blank check company. Additionally, each then-outstanding share of Class B common stock of the Company will be converted into one share of Company Class A Common Stock. Merger Consideration
As consideration for the Merger, the holders of Target common stock as of
immediately prior to the effective time of the Business Combination collectively
shall be entitled to receive from the Company, in the aggregate, a number of
shares of Company Class A Common Stock with an aggregate value equal to (a)
In addition, subject to certain adjustments, terms and conditions set forth in
the Merger Agreement, holders of Target common stock shall also be entitled to
receive from Company, in the aggregate, an additional 2,000,000 shares of
Company Class A Common Stock in the event that Target obtains
Representations and Warranties; Covenants
Pursuant to the Merger Agreement, the parties made customary representations and warranties for transactions of this type as of the date of the Merger Agreement and/or as of the date of the Closing or other specified date. The representations and warranties made by the Company and the Target will not survive the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. "Material Adverse Effect" as used in the Merger Agreement means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement.
In addition, the parties to the Merger Agreement agreed to be bound by certain covenants that are customary for transactions of this type, including obligations of the parties to use commercially reasonable efforts to operate their respective businesses in the ordinary course, to refrain from taking certain specified actions without the prior written consent of the applicable party, not to engage in trading on material nonpublic information and to maintain confidentiality, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed not to disparage each other or to solicit, negotiate or enter into a competing transaction. The Company has covenanted to hold a meeting of stockholders of the Company for the purpose of approving the Business Combination and the Merger Agreement. The covenants further provide that the Company may use reasonable commercial efforts to enter into subscription agreements for a private equity investment in the Company on terms reasonable acceptable to the Company and Target. The covenants of the parties in the Merger Agreement generally will not survive the Closing, subject to certain exceptions, including certain covenants and agreements that by their terms are to be performed in whole or in part after the Closing.
Conditions to
Pursuant to the Merger Agreement, the obligations of the parties to consummate
the Business Combination are 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 respective parties
being true and correct subject to the materiality standards contained in the
Merger Agreement; (b) material compliance by the parties of their respective
pre-closing covenants and agreements, subject to the standards contained in the
Merger Agreement; (c) the approval by the Company's stockholders of the Business
Combination; (d) the approval by the Target's stockholders of the Business
Combination; (e) the absence of any Material Adverse Effect with respect to the
Company or with respect to the Target since the effective date of the Merger
Agreement that is continuing and uncured; (f) the election of the members of the
post-Closing Board consistent with the provisions of the Merger Agreement, a
majority of which are to be independent in accordance with the Nasdaq rules; (g)
the Company having at least
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
As discussed above, the Company intends to file the Prospectus and Proxy
Statement with the
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or PIPE Financing and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Business Combination and related matters. A list of the names of those
directors and executive officers and a description of their interests in the
Company is contained in the Company's Registration Statement on Form S-1, as
filed on
The Target and its directors, managers, and executive officers may also be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the Business Combination and related matters. A list of the names of such parties and information regarding their interests in the Business Combination and related matters will be included in the Prospectus and Proxy Statement when available.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 the Target's industry and market sizes, future opportunities for the Company and the Target, the Company's and the Target's estimated future results and the transactions contemplated by the Merger Agreement, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the transactions contemplated by the Merger Agreement. 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 Company's reports filed with
the
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 . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Merger Agreement 10.1 Form of Voting Agreement, dated as ofAugust 10, 2022 , by and among the Company, Target and certain stockholders of Target party thereto. 10.2 Support Agreement, dated as ofAugust 10, 2022 , by and among the Company, Target and Sponsor. 99.1 Press Release datedAugust 10, 2022 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) * Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request.
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