UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2022

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

For the transition period from to

OceanTech Acquisitions I Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-40450

85-2122558

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

515 Madison Avenue, 8^th 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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the 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
Warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share	OTECW	The Nasdaq Stock Market LLC

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 (§232.405 of this chapter) 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, 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 4, 2022, 10,429,260 shares Class A common stock, par value $0.0001 per share, and 2,581,500 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

Table of Contents

OCEANTECH ACQUISITIONS I CORP.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page

PART I — FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 (unaudited), for the Three Months Ended September 30, 2021 and for the period from February 3, 2021 (inception) through September 30, 2021 (unaudited)	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2022 (unaudited), for the Three Months Ended September 30, 2021 and for the period from February 3, 2021 (inception) through September 30, 2021 (unaudited)	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 (unaudited) and for the period from February 3, 2021 (inception) through September 30, 2021 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Control and Procedures	24
Item 6.	Exhibits	26
SIGNATURES		27

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

OCEANTECH ACQUISITIONS I CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(unaudited)
ASSETS:
Cash	$	28,840	$	322,128
Prepaid expense		2,340		233,209
Total current assets		31,180		555,337
Investments held in Trust Account		106,129,643		104,295,948
TOTAL ASSETS	$	106,160,823	$	104,851,285

LIABILITIES AND STOCKHOLDERS’ DEFICIT:
Accounts payable and accrued expenses	$	798,243	$	308,796
Promissory note – related party		323,039		163,039
Due to related parties		152,667		62,667
Total current liabilities		1,273,949		534,502
Other long-term liabilities		2,000,000		2,000,000
Deferred underwriting commissions		3,614,100		3,614,100
Warrant liabilities		1,532,455		7,098,366
Total Liabilities		8,420,504		13,246,968

Commitments and Contingencies (see Note 8)

Redeemable Common Stock
Class A common stock subject to possible redemption, 10,326,000 shares (at redemption value)		105,946,725		104,292,600
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; 103,260 (excluding 10,326,000 shares subject to possible redemption) shares issued and outstanding at September 30, 2022 and December 31, 2021		10		10
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,581,500 shares issued and outstanding at September 30, 2022 and December 31, 2021		259		259
Additional paid-in capital		3,367,665		—
Accumulated deficit		(11,574,340)		(12,688,552)
Total Stockholders’ Deficit		(8,206,406)		(12,688,283)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	106,160,823	$	104,851,285

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

Table of Contents

OCEANTECH ACQUISITIONS I CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the

period from

February 3,

For the Nine

2021

Months

(inception)

For the Three Months Ended

Ended

through

September 30,

2022

2021

2022

2021

General and administrative expenses

658,976

339,430

1,412,604

406,067

Loss from operations

(658,976)

(339,430)

(1,412,604)

(406,067)

Other income

Offering costs allocated to warrants

—

(3,600,000)

(690,542)

Interest income

354,619

1,303

433,795

1,303

Change in fair value of warrants

SEC Form 10-Q filed by OceanTech Acquisitions I Corp.