0001846809--12-312022FYfalse0025815002581500103260103260P45D010326025815000001846809otecu:PreAnnouncementMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMemberotecu:ModifiedBlackScholesModelMember2022-12-310001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMemberotecu:ModifiedBlackScholesModelMember2022-12-310001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMemberotecu:ModifiedBlackScholesModelMember2022-12-310001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedTermMemberotecu:ModifiedBlackScholesModelMember2022-12-310001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMemberotecu:ModifiedBlackScholesModelMember2022-12-310001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExercisePriceMemberotecu:ModifiedBlackScholesModelMember2022-12-310001846809us-gaap:FairValueInputsLevel3Memberotecu:MeasurementInputProbabilityOfCompletingBusinessCombinationMemberotecu:ModifiedBlackScholesModelMember2022-12-310001846809otecu:PublicWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2022-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2022-12-310001846809otecu:PreAnnouncementMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMemberotecu:ModifiedBlackScholesModelMember2022-06-020001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMemberotecu:ModifiedBlackScholesModelMember2022-06-020001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMemberotecu:ModifiedBlackScholesModelMember2022-06-020001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedTermMemberotecu:ModifiedBlackScholesModelMember2022-06-020001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMemberotecu:ModifiedBlackScholesModelMember2022-06-020001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExercisePriceMemberotecu:ModifiedBlackScholesModelMember2022-06-020001846809us-gaap:FairValueInputsLevel3Memberotecu:MeasurementInputProbabilityOfCompletingBusinessCombinationMemberotecu:ModifiedBlackScholesModelMember2022-06-020001846809otecu:PreAnnouncementMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMemberotecu:ModifiedBlackScholesModelMember2021-06-300001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMemberotecu:ModifiedBlackScholesModelMember2021-06-300001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMemberotecu:ModifiedBlackScholesModelMember2021-06-300001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedTermMemberotecu:ModifiedBlackScholesModelMember2021-06-300001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMemberotecu:ModifiedBlackScholesModelMember2021-06-300001846809us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExercisePriceMemberotecu:ModifiedBlackScholesModelMember2021-06-300001846809us-gaap:FairValueInputsLevel3Memberotecu:MeasurementInputProbabilityOfCompletingBusinessCombinationMemberotecu:ModifiedBlackScholesModelMember2021-06-300001846809otecu:CommonClassaSubjectToRedemptionMember2022-12-310001846809otecu:CommonClassaSubjectToRedemptionMember2021-12-310001846809otecu:FounderShareMemberotecu:SponsorMember2022-01-012022-12-310001846809us-gaap:SubsequentEventMember2023-03-132023-03-130001846809us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-02-032021-12-310001846809us-gaap:RetainedEarningsMember2022-12-310001846809us-gaap:AdditionalPaidInCapitalMember2022-12-310001846809us-gaap:RetainedEarningsMember2021-12-310001846809us-gaap:RetainedEarningsMember2021-02-020001846809us-gaap:AdditionalPaidInCapitalMember2021-02-020001846809us-gaap:CommonClassBMemberus-gaap:CommonStockMember2022-12-310001846809us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-12-310001846809us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-12-310001846809us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-12-310001846809us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-02-020001846809us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-02-020001846809us-gaap:OverAllotmentOptionMember2021-06-170001846809otecu:IpoAndPrivatePlacementMember2021-06-030001846809otecu:AdministrativeSupportAgreementMember2021-02-032021-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2021-06-172021-06-170001846809otecu:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2021-06-022021-06-020001846809otecu:UnderwritingAgreementMember2021-12-150001846809otecu:PromissoryNoteWithRelatedPartyMember2022-12-310001846809otecu:PromissoryNoteWithRelatedPartyMember2021-12-310001846809us-gaap:RetainedEarningsMember2022-01-012022-12-310001846809otecu:PublicWarrantsMemberus-gaap:FairValueInputsLevel3Member2022-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Member2022-12-310001846809us-gaap:FairValueInputsLevel3Member2022-12-310001846809otecu:PublicWarrantsMemberus-gaap:FairValueInputsLevel3Member2021-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Member2021-12-310001846809us-gaap:FairValueInputsLevel3Member2021-12-310001846809otecu:PublicWarrantsMemberus-gaap:FairValueInputsLevel3Member2021-02-020001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Member2021-02-020001846809us-gaap:FairValueInputsLevel3Member2021-02-020001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Member2022-01-012022-06-020001846809us-gaap:FairValueInputsLevel3Member2022-01-012022-06-020001846809otecu:PublicWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:OverAllotmentOptionMember2021-02-032021-12-310001846809otecu:PublicWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:IPOMember2021-02-032021-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:OverAllotmentOptionMember2021-02-032021-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:IPOMember2021-02-032021-12-310001846809us-gaap:FairValueInputsLevel3Memberus-gaap:OverAllotmentOptionMember2021-02-032021-12-310001846809us-gaap:FairValueInputsLevel3Memberus-gaap:IPOMember2021-02-032021-12-310001846809otecu:PublicWarrantsMemberus-gaap:FairValueInputsLevel3Member2022-06-032022-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Member2022-06-032022-12-310001846809us-gaap:FairValueInputsLevel3Member2022-06-032022-12-310001846809otecu:PublicWarrantsMemberus-gaap:FairValueInputsLevel3Member2021-02-032021-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Member2021-02-032021-12-310001846809us-gaap:FairValueInputsLevel3Member2021-02-032021-12-310001846809otecu:CommonShareNotSubjectRedemptionMember2022-01-012022-12-310001846809otecu:CommonShareNotSubjectRedemptionMember2021-02-032021-12-310001846809us-gaap:CommonClassBMember2022-06-020001846809otecu:PrivateWarrantsMemberus-gaap:CommonClassBMember2022-06-022022-06-020001846809otecu:CommonClassaNotSubjectToRedemptionMember2022-12-310001846809otecu:CommonClassaNotSubjectToRedemptionMember2021-12-310001846809us-gaap:CommonClassBMemberus-gaap:SubsequentEventMember2023-03-130001846809us-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2023-03-130001846809us-gaap:CommonClassBMember2021-12-310001846809us-gaap:CommonClassAMember2021-12-310001846809us-gaap:CommonClassAMemberus-gaap:IPOMember2021-06-020001846809otecu:PublicWarrantsMember2022-12-310001846809otecu:PrivatePlacementWarrantsMember2022-12-310001846809otecu:PublicWarrantsMember2021-12-310001846809otecu:PrivatePlacementWarrantsMember2021-12-310001846809us-gaap:CommonStockMember2022-11-290001846809us-gaap:CommonStockMember2022-11-290001846809otecu:PrivatePlacementWarrantsMemberotecu:SponsorMemberus-gaap:PrivatePlacementMember2021-06-170001846809otecu:PrivatePlacementWarrantsMemberotecu:MaximGroupsLlcMemberus-gaap:PrivatePlacementMember2021-06-170001846809otecu:PrivatePlacementWarrantsMemberotecu:SponsorMemberus-gaap:PrivatePlacementMember2021-06-020001846809otecu:PrivatePlacementWarrantsMemberotecu:MaximGroupsLlcMemberus-gaap:PrivatePlacementMember2021-06-020001846809us-gaap:SubsequentEventMember2023-03-130001846809otecu:PublicWarrantsMemberus-gaap:CommonClassAMember2022-12-310001846809otecu:PublicWarrantsMember2022-06-020001846809otecu:PrivatePlacementWarrantsMember2022-06-020001846809otecu:PublicWarrantsMemberus-gaap:CommonClassAMemberus-gaap:IPOMember2021-06-0200018468092021-03-3100018468092021-02-2800018468092021-02-020001846809us-gaap:SubsequentEventMember2023-03-020001846809us-gaap:SubsequentEventMember2023-03-020001846809us-gaap:SubsequentEventMember2023-02-020001846809us-gaap:SubsequentEventMember2023-02-0200018468092022-12-3000018468092022-12-0100018468092022-11-290001846809otecu:CommonClassaSubjectToRedemptionMember2022-01-012022-12-310001846809otecu:CommonClassaSubjectToRedemptionMember2021-02-032021-12-310001846809otecu:RelatedPartyLoansMember2022-01-012022-12-310001846809otecu:PublicWarrantsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001846809us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001846809us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001846809otecu:PublicWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001846809us-gaap:FairValueMeasurementsRecurringMember2022-12-310001846809otecu:PublicWarrantsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001846809us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001846809us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001846809otecu:PublicWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001846809us-gaap:FairValueMeasurementsRecurringMember2021-12-310001846809us-gaap:OverAllotmentOptionMemberotecu:UnderwritingAgreementMember2021-06-212021-06-210001846809otecu:FounderShareMemberus-gaap:OverAllotmentOptionMember2021-06-212021-06-210001846809us-gaap:IPOMember2021-06-022021-06-020001846809srt:MaximumMemberus-gaap:IPOMember2021-02-012021-02-280001846809us-gaap:OverAllotmentOptionMember2022-01-012022-12-310001846809us-gaap:OverAllotmentOptionMember2021-06-172021-06-170001846809us-gaap:IPOMember2021-06-020001846809us-gaap:CommonClassBMember2022-01-012022-12-310001846809us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-02-032021-12-3100018468092021-06-170001846809otecu:FounderShareMemberotecu:SponsorMemberus-gaap:CommonClassBMember2022-01-012022-12-310001846809otecu:PromissoryNoteWithRelatedPartyMember2022-01-012022-12-310001846809otecu:IpoAndPrivatePlacementMember2021-06-032021-06-030001846809otecu:FounderShareMemberotecu:SponsorMemberus-gaap:CommonClassBMember2021-02-012021-02-280001846809otecu:PublicWarrantsMemberus-gaap:IPOMember2021-06-022021-06-020001846809otecu:FounderShareMemberotecu:SponsorMemberus-gaap:CommonClassBMember2021-06-210001846809otecu:FounderShareMemberus-gaap:CommonClassBMember2021-06-210001846809us-gaap:CommonClassBMember2021-06-210001846809otecu:FounderShareMemberotecu:SponsorMemberus-gaap:CommonClassBMemberus-gaap:OverAllotmentOptionMember2021-02-280001846809us-gaap:CommonClassAMemberus-gaap:IPOMember2021-06-022021-06-020001846809otecu:PublicWarrantsMember2022-01-012022-12-310001846809us-gaap:OverAllotmentOptionMember2021-12-150001846809otecu:RelatedPartyLoansMember2022-12-310001846809otecu:PromissoryNoteWithRelatedPartyMember2021-02-1400018468092022-06-022022-06-0200018468092021-01-012021-12-3100018468092021-12-310001846809otecu:UnderwritingAgreementMember2022-12-310001846809otecu:AdministrativeSupportAgreementMember2022-01-012022-12-310001846809otecu:AdministrativeSupportAgreementMember2021-01-012021-12-3100018468092021-12-1500018468092022-08-102022-08-100001846809us-gaap:RetainedEarningsMember2021-02-032021-12-310001846809us-gaap:AdditionalPaidInCapitalMember2021-02-032021-12-3100018468092021-02-032021-12-310001846809us-gaap:CommonClassBMember2022-12-310001846809us-gaap:CommonClassAMember2022-12-310001846809otecu:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds18.00Memberotecu:PrivatePlacementWarrantsMember2022-01-012022-12-310001846809otecu:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2021-06-170001846809otecu:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2021-06-0200018468092022-11-292022-11-2900018468092022-08-100001846809us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001846809otecu:PublicWarrantsMemberus-gaap:CommonClassAMember2022-01-012022-12-310001846809otecu:PrivateWarrantsMember2022-06-020001846809us-gaap:CommonClassAMember2022-01-012022-12-310001846809otecu:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceMember2022-01-012022-12-310001846809otecu:UnitsEachConsistingOfOneShareOfClassCommonStockAndOneRedeemableWarrantMember2022-01-012022-12-3100018468092022-12-310001846809us-gaap:CommonClassBMember2023-03-300001846809us-gaap:CommonClassAMember2023-03-3000018468092022-01-012022-12-31xbrli:sharesiso4217:USDxbrli:pureiso4217:USDxbrli:sharesotecu:Dotecu:Voteotecu:itemotecu:Y

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

Table of Contents

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, ~~2022~~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)

Delaware		85-2122558
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)

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

515 Madison Avenue, 8th Floor – Suite 8133New 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 ~~StockMarket~~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 ~~StockMarket~~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 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.

The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which the common stock was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $18.6 million.

As of March 30, 1,951,763 Class A common stock, par value $0.0001 per share, and 2,581,500 Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

Table of Contents

TABLE OF CONTENTS

		Page
PART I		1
Item 1.	Business	2
Item 1A.	Risk Factors	2037
Item 1B.	Unresolved Staff Comments	4766
Item 2.	Properties	47
Item 1C.	Cybersecurity	66
Item 3.	Legal Proceedings	47
Item 2.	Properties	67
Item 4.	Mine Safety Disclosures	47
Item 3.	Legal Proceedings	67
PART II		48
Item 4.	Mine Safety Disclosures	67
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	48
PART II		68
Item 6.	[Reserved]	48
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	68
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 6.	[Reserved]	68
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	55
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	69
Item 8.	Financial Statements and Supplementary Data	55
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	84
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	55
Item 8.	Financial Statements and Supplementary Data	84
Item 9A.	Controls and Procedures	55
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	84
Item 9B.	Other Information	56
Item 9A.	Controls and Procedures	84
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	56
Item 9B.	Other Information	85
PART III		57
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	85
Item 10.	Directors, Executive Officers and Corporate Governance	57
PART III		86
Item 11.	Executive Compensation	66
Item 10.	Directors, Executive Officers and Corporate Governance	86
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	66
Item 11.	Executive Compensation	96
Item 13.	Certain Relationships and Related Transactions, and Director Independence	68
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	96
Item 14.	Principal Accountant Fees and Services	70
Item 13.	Certain Relationships and Related Transactions, and Director Independence	100
PART IV		71
Item 14.	Principal Accountant Fees and Services	102
Item 15.	Exhibits and Financial Statement Schedules	71
PART IV		103
Item 16.	Form 10-K Summary	72
Item 15.	Exhibits and Financial Statement Schedules	103
	Signatures	73
Item 16.	Form 10-K Summary	104
	Signatures	106

Table of Contents

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.

~~Table of Contents~~Item 1. BUSINESS

~~Item 1~~Formation. ~~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, ~~and~~ searching for a business combination target ~~and~~ , 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”) 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~~Our sponsor ~~with~~was OceanTech Acquisitions I Sponsors LLC (the ~~closing~~“Original ofSponsor”), 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 ~~the~~our ~~private~~Initial ~~placement~~Public ~~(“Private~~Offering ~~Placement”)~~ of 410,~~571~~000,000 ~~warrants~~units (~~each~~the “Units” and, awith ~~“Private~~respect ~~Placement~~to ~~Warrant”~~the ~~and~~Class ~~collectively~~A common stock included in the Units, the “~~Private~~Common ~~Placement Warrants~~Stock”), ofat ~~which~~$10.00 3per Unit,~~871,000~~ ~~Private~~generating gross ~~Placement~~proceeds ~~Warrants~~of ~~were~~$100 ~~purchased~~million, byand ~~our~~incurring ~~Original~~offering ~~Sponsor~~costs ~~and~~(inclusive ~~700,000~~of ~~Private~~the ~~Placement~~partial ~~Warrants~~exercise ~~were~~of ~~purchased~~the byunderwriter’s ~~Maxim~~over-allotment option ~~Group~~on ~~LLC~~June ~~(and/or~~17, ~~its designees~~2021) ~~(“Maxim”),~~of ~~each~~approximately ~~exercisable~~$7.4 tomillion, ~~purchase~~inclusive ~~one~~of ~~share~~$2.1 million of ~~Common~~underwriting ~~Stock~~discount atand $113.506 ~~per~~million ~~share,~~in deferred atunderwriting commissions. The underwriter was granted a ~~price~~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 ~~Private~~Unit. On ~~Placement~~June ~~Warrant~~17, ~~generating~~2021, ~~gross~~the ~~proceeds~~underwriter partially exercised their over-allotment option to uspurchase an additional 326,000 Units, resulting in incremental gross proceeds of approximately $43.63 million. The underwriter waived its right to exercise the remaining over-allotment option on June 21, 2021.

~~In connection~~ Simultaneously with the ~~partial~~closing ~~exercise~~ of the ~~underwriter’s~~Initial ~~over-allotment~~Public ~~option~~Offering, we ~~sold~~consummated anthe ~~additional~~private 97placement (“Private Placement”) of 4,~~800~~571,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), of which 743,~~980~~871,000 Private Placement Warrants were purchased by our Original Sponsor and 22700,~~820~~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 ~~additional~~ gross proceeds to us of $04.16 million.

~~Upon the closing of the Initial Public Offering and the Private Placement (including the additional Units and additional Private Placement Warrants sold in~~ In connection with the partial exercise of the underwriter’s over-allotment option), ~~$104,292,600~~we ~~($10.10~~sold ~~per~~an ~~Unit)~~additional of97,800 ~~the~~Private ~~net~~Placement Warrants, ~~proceeds~~ of ~~the~~which ~~sale~~74,980 ofPrivate ~~the~~Placement ~~Units~~Warrants inwere ~~the~~purchased ~~Initial~~by ~~Public~~our ~~Offering~~Original Sponsor and ~~the~~22,820 Private Placement Warrants were ~~placed~~purchased inby ~~the~~Maxim, ~~trust~~at ~~account~~a ~~(the~~price ~~“Trust~~of ~~Account”)~~$1.00 per Private Placement Warrant, generating additional gross proceeds of $0.1 million.

~~Extension~~Upon the closing of ~~Deadline to Complete~~ the ~~Company’s~~ Initial ~~Business~~Public ~~Combination~~Offering ~~Prior~~and tothe ~~Charter~~Private ~~Amendment.~~Placement On(including ~~June~~the 2,additional ~~2022,~~Units ~~the~~and ~~Company~~additional ~~extended~~Private ~~the~~Placement Warrants ~~deadline~~sold toin ~~complete~~connection ~~its~~with ~~initial~~the ~~business~~partial ~~combination~~exercise byof ~~six~~the ~~months~~underwriter’s ~~from~~over-allotment ~~June~~option), 2$104,292,600 ~~2022~~($10.10 per toUnit) ~~December~~of 2,the ~~2022.~~net ~~The~~proceeds ~~extension~~of isthe ~~permitted~~sale ~~under~~of the ~~Company’s~~Units ~~governing~~in ~~documents.~~the InInitial ~~connection~~Public ~~with~~Offering ~~the~~and ~~extension,~~ the ~~Company~~Private ~~caused~~Placement towere beplaced ~~deposited~~in the ~~into~~trust account (the “Trust Account ~~$1,548,900 for the extension~~”).

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”) 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, and Captura will effect the merger of Merger Sub 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 Voting Agreements (“the Voting Agreement”) 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 have agreed to vote their securities in favor of the approval of the Merger Agreement 1 and the business combination to occur, and (ii) the Company, the Original Sponsor, and Captura entered into a Sponsor Support Agreement (the “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 and to take other customary actions to cause the business combination to occur.2

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

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.

~~Table~~To the extent the Company’s duration is extended for more than two years from the date of ~~Contents~~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.

~~Merger Agreement with Majic Wheels Corp. On November 15, 2022, the Company, Merger Sub, OceanTech merger Sub 2, LLC, a Wyoming limited liability company and a wholly-owned subsidiary~~ Extension of ~~the~~Deadline 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~~Complete ~~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, Merger Sub 2, the Original Sponsor, and Majic will (i) effect the merger of Merger Sub with and into Majic, with Majic continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “First Merger”), and (ii) immediately following the First 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. In connection with entry into the Merger Agreement 2, (i) the Company and Majic entered into Voting Agreements (“the Voting Agreement 2”) with certain stockholders of Majic representing approximately 73% of the outstanding voting power of Majic’s ~~equity~~Initial ~~securities~~Business ~~(the~~Combination ~~“Majic~~Prior ~~Stockholders”) pursuant~~ to ~~which~~Charter Majic Stockholders have agreed to vote their securities in favor of the approval of the Merger Agreement 2 and the business combination to occur, and (ii) the Company, the Original Sponsor, and Majic entered into a Purchaser Support Agreement (the “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 business combination and to take other customary actions to cause the business combination to occurAmendments.

~~Termination of Merger Agreement with Majic Wheels Corp.~~ On June ~~February 3~~2, ~~2023~~2022, the Company ~~and~~extended ~~Majic entered into Mutual Termination Agreement (~~the ~~“Termination~~deadline ~~Agreement 2”) pursuant~~ to ~~which~~complete ~~the~~its ~~Company~~initial ~~and~~business ~~Majic~~combination ~~mutually~~by ~~agreed~~six tomonths ~~terminate~~from ~~the~~June ~~Merger~~2, ~~Agreement~~2022 to December 2, 2022. The ~~termination~~extension ofwas ~~the~~permitted ~~Merger~~under ~~Agreement~~the 2Company’s ~~also~~governing ~~terminated~~documents. ~~and~~In ~~made~~connection ~~void~~with ~~Voting~~such ~~Agreement~~extensions, the 2Company ~~and~~caused ~~Purchaser~~to ~~Support~~be ~~Agreement,~~deposited ~~each~~into ofthe ~~which~~Trust ~~were~~Account ~~executed~~$1,548,900 ~~concurrently~~for ~~with~~each ~~the~~such ~~Merger Agreement 2~~extension.

First Charter Amendment. In a special meeting held on November 29, 2022, shareholders approved the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”), changing the structure and cost of our right to extend the date (the “Termination 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, shareholders further approved 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.

~~The~~In a ~~Charter~~special ~~Amendment~~meeting ~~allows~~held uson toNovember ~~extend~~29, ~~the~~2022, ~~Termination~~our ~~Date~~stockholders byapproved upthe toCertificate ~~six~~of Amendment (6)the ~~one-month~~“First ~~extensions~~Charter Amendment”) to ~~June~~the 2,Company’s ~~2023~~Amended ~~(each~~and ofRestated ~~which~~Certificate weof ~~refer~~Incorporation to (as anamended, the “~~Extension~~Existing OTEC Charter”), changing the structure and ~~such~~cost ~~later~~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 “~~Extended~~business ~~Deadline~~combination”)., Toor ~~obtain~~else ~~each~~(ii)(a) ~~1-month~~cease ~~extension,~~all ~~our~~operations ~~sponsor~~except orfor ~~any~~the purpose of ~~their~~winding ~~affiliates~~up, or(b) ~~designees~~as ~~must~~promptly ~~deposit~~as ~~into~~reasonably ~~our~~possible ~~Trust~~but ~~Account~~not ~~$125~~more than ten business days thereafter,~~000~~ ~~for~~redeem ~~each~~the ~~such~~shares ~~one~~of Common Stock, at a per-~~month~~share ~~extension~~price, ~~until~~payable ~~June~~in 2cash, ~~2023~~equal ~~and~~to the ~~procedure~~aggregate ~~relating~~amount tothen ~~any~~on ~~such~~deposit ~~extension~~in the Trust Account, asincluding ~~set~~interest earned ~~forth~~on the funds held in the Trust ~~Agreement~~Account (less up to $100,000 ~~must~~of beinterest ~~complied~~to ~~with.~~pay Indissolution ~~connection~~expenses), ~~with~~divided by the ~~approval~~number of then outstanding shares of Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the ~~Charter~~right ~~Amendment~~to onreceive ~~November~~further 29liquidating distributions, ~~2022~~if any), ~~holders~~and of(c) ~~8,477,497~~as ofpromptly ~~our~~as ~~public~~reasonably ~~shares~~possible ~~exercised~~following such ~~their~~redemption, ~~right~~subject to ~~redeem~~the ~~those~~approval ~~shares~~of ~~for~~the aremaining ~~pro~~stockholders ~~rata~~and ~~portion~~the board of ~~the~~directors, ~~funds~~liquidate and dissolve, subject in ~~the~~each ~~Trust~~case ~~Account~~to our obligations under Delaware law to provide for ~~cash~~claims atof ancreditors ~~approximate~~and ~~price~~the requirements of ~~$10~~other applicable law.32 ~~per~~In ~~share~~the meeting, ~~for~~stockholders further approved an ~~aggregate~~amendment ofto ~~approximately~~the ~~$87.54~~Company’s ~~million,~~investment ~~leaving~~management 1trust agreement dated as of May 27,~~848~~ 2021,~~503~~ ofas ~~our~~amended ~~public~~(the ~~shares~~“Trust ~~outstanding~~Agreement”), ~~after~~by and between the ~~November~~Company 29and Continental Stock Transfer & Trust Company, ~~2022~~allowing ~~shareholders~~the ~~meeting~~Company to extend the business combination period.

Extension of Deadline to Complete the Company’s Initial Business Combination. As of the date of this Annual Report, the Company has exercised its right to extend the deadline to complete its initial business combination four times by depositing or causing to be deposited into the Trust Account $125,000 for each of the four extensions.3

OnThe First ~~December~~Charter 1Amendment allowed us to extend the Termination Date by up to six (6) one-month extensions to June 2, ~~2022~~2023 (each of which we refer to as an “Extension”, and such later date, the ~~Company~~“Extended ~~caused~~Deadline”). toTo beobtain ~~deposited~~each 1-month ~~$125~~extension,~~000~~ ~~into~~our Original Sponsor, Sponsor or any of their affiliates or designees must deposit into our Trust ~~account~~Account $125,000 for ~~its~~each ~~public~~such ~~stockholders~~one-month extension until June 2, ~~representing~~2023 ~~$0.067~~and ~~per~~the ~~public~~procedure ~~share~~relating to any such extension, ~~allowing~~as set forth in the ~~Company~~Trust Agreement, tomust ~~extend~~be complied with. In connection with the ~~period~~approval of ~~time~~the itFirst ~~has~~Charter Amendment on November 29, 2022, holders of 8,477,497 of our public shares exercised their right to ~~consummate~~redeem ~~its~~those ~~initial~~shares ~~business~~for ~~combination~~a bypro ~~one~~rata ~~month~~portion ~~from~~of ~~December~~the 2funds 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 toshareholders ~~January~~meeting. 2Following such redemptions, ~~2023~~the Company had approximately $20 million left in its Trust Account.

OnFirst Set ~~December~~of ~~30,~~Extensions ~~2022,~~of ~~the~~Deadline ~~Company caused~~ to beComplete ~~deposited $125,000 into our Trust account for its public stockholders, representing $0.067 per public share, allowing~~ the Company’s toInitial ~~extend~~Business ~~the period of time it has to consummate its initial business combination by one month from January 2, 2022, to February 2, 2023~~Combination.

3On 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.

~~Table~~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 ~~Contents~~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~~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~~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.

~~The~~On March ~~current~~31, ~~deadline~~2023, isas ~~April~~Sponsor’s 2designee and as funded by Sponsor, ~~2023~~the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 ~~The~~per public share, allowing the Company to extend the period of time it has ~~two~~to ~~remaining~~consummate 1-its initial business combination by one month ~~extensions~~from ~~under~~April ~~the~~2, ~~Charter~~2023, ~~Amendment~~to May 2, 2023.

~~Sponsor Purchase Agreement.~~ On May ~~March 13~~3, 2023, the Company ~~entered~~issued ~~into~~ a ~~Purchase~~press ~~Agreement~~release ~~(the~~announcing ~~“Purchase~~that ~~Agreement”)~~on ~~with~~May ~~the~~2, ~~Original~~2023, ~~Sponsor~~as ~~and Aspire Acquisition LLC (the “New~~ Sponsor”)’s ~~pursuant~~designee toand ~~which~~as ~~the~~funded ~~New~~by Sponsor, ~~or an entity designated by~~ the ~~New~~Company ~~Sponsor,~~caused ~~will~~to ~~purchase~~be ~~from~~deposited ~~the Original Sponsor 2~~$125,~~581,500~~000 ~~shares~~into ofits ~~Class~~Trust BAccount ~~common~~for ~~stock~~its ofpublic ~~the Company (the “Class B Common Stock”)~~stockholders, ~~par~~representing ~~value~~ $0.~~0001~~067 per public share, ~~and~~allowing ~~5,869,800~~the ~~Private~~Company ~~Placement~~to ~~Warrants,~~extend ~~each~~the period of ~~which~~time isit ~~exercisable~~has to ~~purchase~~consummate ~~one~~its ~~share~~initial ofbusiness ~~Class~~combination Aby ~~common~~one ~~stock~~month offrom May ~~the~~2, ~~Company~~2023, ~~par~~to ~~value~~June ~~$0.0001 per share~~2, ~~for~~2023 ~~an aggregate purchase price of $1.00~~ (~~the~~or ~~“Purchase~~such ~~Price”)~~earlier ~~payable~~date atas ~~the~~determined ~~time~~by ~~the~~OTEC’s ~~Company~~board ~~effects~~of adirectors ~~merger,~~unless ~~share exchange, asset acquisition, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or business combination~~extended).

~~Upon~~Second Charter the closing of the business combination, the New Sponsor shall also convey (i) 250,000 shares of Class B Common Stock to the equity holders of the Original Sponsor as of March 13, 2023 (the “Original Sponsor Equity holders”), pro rata based on the Original Sponsor Equity holders’ underlying interest in the Company’s Class B Common Stock and (ii) 250,000 Private Placement Warrants to the Original Sponsor Equity holders, pro rata based on the Original Sponsor Equity holders’ underlying interest the Company’s Private Placement Warrants as of March 13, 2023Amendment. Upon the closing of the Purchase Agreement, the New Sponsor will (i) reimburse Joseph Adir, the former Chief Executive Officer of the Company, in the amount of $25,000, and (ii) pay directly to Charles Baumgartner, the former Chief Financial Officer of the Company, $5,000 per month during the transition period of three months following the appointment of new officers and board of directors.

InOn May ~~addition~~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 ~~payment~~Amended and Restated Certificate of ~~the~~Incorporation ~~Purchase~~to ~~Price,~~extend the ~~New~~date ~~Sponsor~~by ~~also~~which ~~assumed~~the Company must consummate the ~~following~~initial ~~obligations:~~business combination or merger from June 2, 2023 to June 2, 2024 (i)or ~~responsibility~~such ~~for~~earlier ~~all~~date ofas ~~Company~~determined by OTEC’s ~~public~~board ~~company~~of ~~reporting~~directors ~~obligations;~~unless ~~and~~extended) (iithe “Second Charter Amendment”), ~~all~~and ~~other~~the ~~obligations~~amendment ofto the ~~Original~~Trust Agreement ~~Sponsor~~to ~~related~~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 ~~Pursuant~~per share for each public share or $30,000 (pursuant to non-interest bearing, unsecured loan to OTEC in the ~~Purchase~~aggregate ~~Agreement~~of $360,000 for ~~the~~such ~~New~~payment ~~Sponsor~~and ~~has~~in ~~replaced~~connection with that loan, the Company agreed to, at Sponsor’s ~~current~~option, ~~directors~~repay ~~and~~the ~~officers~~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 ~~directors~~such extension meeting, such extension payment was agreed upon and ~~officers~~stockholders redeemed 1,035,788 shares of OTEC Common Stock for a pro rata portion of the ~~Company~~funds ~~selected~~in the Trust Account, resulting in $11,233,821 ($10.84 per share) being removed from the ~~New~~Trust ~~Sponsor~~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 ~~sole~~remaining ~~discretion~~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.

Compliance with Nasdaq’s minimum Market Value of Listed Securities. 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 the Company’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), the Company has 180 calendar days (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 will monitor its Nasdaq listing between now and July 24, 2023, and to evaluate its available options to regain compliance with Nasdaq’s minimum MVLS rule within the compliance period.4

~~Our~~Second Set ~~Business~~of ~~Strategy &~~Extensions ~~Competitive~~of ~~Strengths~~Deadline to Complete the Company’s Initial Business Combination.

WeOn June ~~intend~~1, to2023, ~~focus~~as ~~our~~Sponsor’s ~~search~~designee ~~for~~and anas ~~initial~~funded ~~business~~by ~~combination~~Sponsor, onthe ~~private~~Company ~~companies~~caused ~~that~~to ~~have~~be ~~either~~deposited ~~positive~~$30,000 ~~operating~~into ~~cash~~its ~~flow~~Trust Account orfor ~~compelling~~its ~~unit~~public ~~economics~~stockholders, ~~combined~~representing ~~with~~$0.037 aper ~~clear~~public ~~path to positive operating cash flow~~share, ~~tangible~~allowing orthe ~~intangible~~Company ~~assets with significant barriers~~ to ~~entry,~~extend ~~and~~the ~~experienced~~period ~~incentivized~~of ~~management~~time ~~teams.~~it has ~~Our~~to ~~selection~~consummate ~~process~~its isinitial ~~expected~~business tocombination ~~leverage~~by aone ~~unique~~month ~~set~~from ofJune ~~relationships~~2, ~~with~~2023 ~~proven deal-sourcing capabilities~~ to ~~provide~~July us2, ~~with~~2023 a(or ~~strong~~such ~~pipeline~~earlier ofdate ~~potential~~as ~~targets.~~determined by WeOTEC’s ~~expect~~board toof ~~distinguish~~directors ~~ourselves~~unless ~~with our ability to:~~extended).

●On June ~~Leverage~~27, ~~our~~2023, ~~Extensive~~as ~~Network~~Sponsor’s ofdesignee ~~Relationships~~and toas ~~Create~~funded aby ~~Unique~~Sponsor, ~~Pipeline~~the ofCompany ~~Acquisition~~caused ~~Opportunities.~~to Webe ~~believe~~deposited ~~the~~$30,000 ~~combination~~into ofits ~~our~~Trust Account ~~Chief~~for ~~Executive~~its ~~Officer~~public ~~Suren~~stockholders, ~~Ajjarapu’s~~representing ~~broad~~$0.037 ~~investment~~per ~~and~~public ~~operating~~share, ~~experience~~allowing inthe ~~addition~~Company to ~~our~~extend ~~ability~~the toperiod ~~access~~of atime ~~deep~~it has ~~network~~to ofconsummate ~~public~~its ~~and~~initial ~~private~~business ~~enterprises,~~combination ~~experienced~~by ~~operators,~~one ~~restructuring~~month ~~advisors,~~from ~~attorneys,~~July ~~accountants~~2, ~~family~~2023 ~~offices,~~to ~~hedge~~August ~~funds~~2, ~~and~~2023 ~~private~~(or ~~equity~~such ~~firms~~earlier ~~will~~date ~~enable~~as usdetermined by toOTEC’s ~~identify~~board ~~and~~of ~~evaluate~~directors ~~compelling~~unless ~~target businesses~~extended).

4On 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).

~~Table~~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 ~~Contents~~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 ~~Employ~~27, a2023, ~~Rigorous~~as ~~Systematic~~Sponsor’s ~~Process~~designee ofand ~~Identifying~~as ~~Target~~funded ~~Companies~~by ~~and~~Sponsor, ~~Acquiring~~the aCompany ~~Business~~caused ~~that~~to ~~will~~ be ~~Well-Received~~deposited by$30,000 ~~the~~into ~~Public~~its Trust ~~Markets.~~Account Wefor ~~believe~~its ~~that~~public ~~our~~stockholders, ~~management’s~~representing ~~strong~~$0.037 ~~M&A~~per ~~and~~public ~~investment~~share, ~~track~~allowing ~~record~~the inCompany ~~both~~to ~~private~~extend ~~and~~the ~~public~~period ~~markets,~~of time ~~combined~~it ~~with~~has ~~extensive~~to ~~public~~consummate ~~market~~its ~~trading~~initial ~~experience,~~business ~~will~~combination ~~provide~~by aone ~~distinct~~month ~~advantage~~from ~~for~~October ~~identifying~~2, ~~valuing~~2023 ~~and~~to ~~completing~~November a2, ~~business~~2023 ~~combination~~(or ~~that~~such ~~will~~earlier date ~~meet~~as ~~our~~determined ~~investors~~by OTEC’s ~~expectations~~board of directors unless extended).

●On October ~~Providing~~27, an2023, ~~Alternative~~as ~~Path~~Sponsor’s todesignee ~~Becoming~~and ~~Public.~~as Wefunded ~~believe~~by ~~our~~Sponsor, ~~structure~~the ~~makes~~Company uscaused ~~an attractive business combination partner~~ to ~~prospective~~be ~~target~~deposited ~~businesses~~$30,000 ~~that~~into ~~desire~~its toTrust Account ~~become~~for aits ~~publicly listed company. A merger with us will offer a target business an alternative process to a~~ public ~~listing~~stockholders, ~~rather~~representing ~~than~~$0.037 ~~the~~per ~~traditional initial~~ public ~~offering process. We believe that target businesses may favor this alternative~~share, ~~which~~allowing wethe ~~believe~~Company isto ~~less~~extend ~~expensive,~~the ~~while~~period ~~offering greater certainty~~ of ~~execution~~time ~~than~~it has ~~the~~to ~~traditional~~consummate its initial ~~public offering. Furthermore, once a proposed~~ business combination ~~is approved~~ by ~~our~~one ~~stockholders~~month ~~and~~from ~~the~~November ~~transaction is consummated~~2, ~~the~~2023 ~~target business will have effectively become public, whereas an initial public offering is always subject~~ to ~~the~~December ~~underwriters’ ability to complete the offering~~2, as2023 ~~well~~(or assuch ~~general~~earlier 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 date as adetermined ~~private company. A public company can offer further benefits~~ by ~~augmenting a company~~OTEC’s ~~profile~~board ~~among~~of ~~potential~~directors ~~new~~unless ~~customers and vendors and aid in attracting talented management~~extended). ~~With public company corporate governance standards, a target business may become attractive to public investors.~~

●On November ~~Strong~~27, ~~and Stable Financial Position with Flexibility. With funds in the Trust Account of $13.8 million available to use for a business combination~~2023, ~~we offer a target business a variety of options such~~ as ~~providing~~Sponsor’s ~~the~~designee ~~owners of a target business with shares in a public company~~ and aas ~~public~~funded ~~means~~by ~~to sell such shares~~Sponsor, ~~providing capital for~~ the ~~potential~~Company ~~growth~~caused ~~and~~to ~~expansion~~be ofdeposited ~~its~~$30,000 ~~operations~~into ~~or strengthening~~ its ~~balance~~Trust Account ~~sheet~~for ~~by reducing~~ its ~~debt~~public ~~ratio. Because we are able to consummate our initial business combination using our cash~~stockholders, ~~debt~~representing or$0.037 ~~equity~~per ~~securities,~~public ~~or a combination of the foregoing~~share, weallowing ~~have~~ the ~~flexibility~~Company to ~~use~~extend the ~~most~~period ~~efficient~~of ~~combination~~time ~~that~~it has ~~will allow us~~ to ~~tailor~~consummate ~~the consideration to be paid to the target business to fit~~ its ~~needs~~initial ~~and desires. However, since we have no specific~~ business combination ~~under~~by ~~consideration,~~one wemonth ~~have~~from ~~not~~December ~~taken~~2, ~~any~~2023 ~~steps~~ to ~~secure~~January ~~third~~2, ~~party~~2024 ~~financing~~(or ~~and~~such ~~there~~earlier ~~can~~date as bedetermined noby ~~assurance~~OTEC’s ~~that~~board itof ~~will~~directors beunless ~~available to us~~extended).

~~Business~~On December ~~Strategy~~27, 2023, as Sponsor’s designee and ~~Target~~as ~~Industries~~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).

~~While~~On January we30, ~~initially~~2024, ~~sought~~as toSponsor’s ~~pursue~~designee aand ~~target~~as infunded ~~the~~by ~~leisure marine~~Sponsor, ~~yachting~~the ~~and~~Company ~~superyachting~~caused ~~industries,~~to ~~our~~be ~~Board~~deposited of$30,000 ~~Directors~~into ~~has~~its ~~determined~~Trust Account ~~that~~for weits ~~should~~public ~~broaden~~stockholders, ~~our~~representing ~~search~~$0.037 toper ~~additional~~public ~~industries~~share, inallowing ~~order~~the Company to ~~complete~~extend athe ~~business~~period ~~combination~~of ~~and~~time ~~maximize~~it has ~~profit~~ to ~~shareholders.~~consummate Weits ~~will~~initial ~~seek to enter into a~~ business combination ~~with~~by aone ~~business~~month ~~that~~from isFebruary ~~well~~2, ~~positioned~~2024 to ~~leverage~~March ~~the industry expertise~~2, ~~insights~~2024 ~~and~~(or ~~relationships~~such ofearlier ~~the~~date ~~New~~as determined ~~Sponsor,~~by ~~our~~OTEC’s board of directors ~~and~~unless ~~advisory board, and to create significant opportunities for value creation and improved financial performance~~extended).

While we may acquire a business in any industry, our focus will be on industries in Europe, the United States and other developed countries. We believe this focus is attractive for a number of reasons:5

●On March ~~Broad~~4, ~~Universe~~2024, ofas ~~Potential~~Sponsor’s ~~Targets.~~designee Weand ~~intend~~as tofunded ~~focus~~by ~~our~~Sponsor, ~~investment~~the ~~effort~~Company ~~broadly~~caused ~~across~~to ~~multiple~~be ~~industries.~~deposited We$30,000 ~~believe~~into ~~that~~its ~~our~~Trust Account ~~investment~~for ~~and~~its ~~operating~~public ~~expertise~~stockholders, ~~across~~representing ~~multiple~~$0.037 ~~industry~~per ~~verticals~~public ~~will~~share, ~~give~~allowing usthe aCompany ~~large,~~to ~~addressable~~extend ~~universe~~the period of ~~potential~~time ~~targets.~~it has ~~The~~to ~~diversity~~consummate ofits ~~the~~initial ~~target~~business ~~universe~~combination ~~and~~by ~~the~~one ~~number~~month offrom ~~largely~~March ~~uncorrelated~~2, ~~subsectors~~2024 ~~maximizes~~to ~~that~~April ~~likelihood~~2, ~~that~~2024 ~~our~~(or ~~management~~such ~~team~~earlier ~~will~~date beas ~~able~~determined by toOTEC’s ~~identify~~board ~~and~~of ~~execute~~directors anunless ~~attractive transaction~~extended).

●On April ~~Strong~~3, ~~Access~~2024, toas ~~Transformative~~Sponsor’s ~~Technology.~~designee ~~When~~and ~~the~~as ~~COVID-19~~funded ~~storm~~by ~~passes~~Sponsor, wethe ~~believe~~Company acaused ~~new~~to ~~generation~~be ofdeposited ~~innovators~~$30,000 isinto ~~set~~its toTrust Account ~~play~~for aits ~~critical~~public ~~role~~stockholders, inrepresenting ~~repairing~~$0.037 ~~the~~per ~~damage.~~public ~~Using~~share, allowing the ~~growing~~Company ~~repertoire~~to extend the period of ~~emerging~~time ~~technologies,~~it has weto ~~believe~~consummate ~~tomorrow’s~~its ~~innovators~~initial ~~are~~business ~~poised~~combination by one month from April 2, 2024 to ~~digitize~~May 2, ~~refresh~~2024 ~~and~~(or ~~revolutionize~~such ~~the~~earlier ~~economy~~date as determined by OTEC’s board of directors unless extended).

5As 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).

~~Table~~Merger Agreement ofwith ~~Contents~~Captura Biopharma, Inc.

~~Acquisition~~On August ~~Criteria~~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.

~~Consistent~~Termination of ~~with~~Merger ~~our~~Agreement 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~~Captura ~~values of approximately $250 million to $1.0 billion~~Biopharma, ~~but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines~~Inc. ~~We intend to acquire one or more businesses that we believe has the following characteristics:~~

●On October ~~Benefits~~13, ~~from~~2022, athe ~~Public~~Company ~~Currency~~ and ~~Access~~Captura toentered ~~Public~~into ~~Equity~~a ~~Markets.~~mutual ~~Access~~termination toagreement (the ~~public~~“Captura ~~equity~~Termination ~~markets~~Agreement”) pursuant ~~could~~to ~~allow~~which the ~~target~~Company ~~company~~and Captura mutually agreed to ~~utilize~~terminate ~~additional~~the ~~forms~~Merger ofAgreement ~~capital,~~1. ~~enhancing~~The ~~its~~termination ~~ability~~of tothe ~~pursue~~Merger ~~accretive~~Agreement 1 ~~acquisitions,~~by ~~high-return~~the ~~capital~~Captura ~~projects,~~Termination Agreement also terminated and~~/or~~ ~~strengthen~~made ~~its~~void ~~balance~~the ~~sheet~~Captura ~~and~~Voting ~~recruit~~Agreements and ~~retain~~Captura ~~key~~Sponsor ~~employees~~Support Agreements, ~~through~~each ~~the~~of ~~use~~which ofwere ~~publicly-traded~~executed ~~equity~~concurrently ~~compensation~~with the Merger Agreement 1.

● 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.6

●Merger Agreement ~~Operated by a Talented and Incentivized Management Team. We will focus on companies~~ with ~~strong~~Majic ~~and~~Wheels ~~experienced management teams that desire a significant equity stake in the post-business combination company~~Corp. ~~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.~~

●On November ~~Benefits~~15, ~~from~~2022, ~~Our~~the ~~Ability~~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 ~~Uniquely~~Merger ~~Structure~~Agreement ~~Transaction~~2, subject to ~~Unlock~~the terms and ~~Maximize~~conditions ~~Value.~~set Weforth ~~will~~therein, ~~look~~upon ~~for~~the ~~situations~~closing ~~where~~of ~~our~~the ~~extensive~~transactions ~~experience~~contemplated by the Merger Agreement 2, the Company, Merger Sub 1, Merger Sub 2, the Original Sponsor, and ~~creativity~~Majic ~~can~~planned ~~architect~~to (i) effect the merger of Merger Sub 1 with and into Majic, with Majic continuing as the surviving entity and a ~~win~~wholly-~~win~~owned ~~solution~~subsidiary ~~for~~of ~~both~~the Company ~~sides~~(the “First Majic Merger”), and (ii) immediately following the First Majic Merger, effect the merger of Majic, as the ~~transaction~~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 ~~Benefits~~Merger ~~from~~Agreement awith ~~Digital~~Majic ~~Transformation.~~Wheels ~~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~~Corp.

~~These~~On February ~~criteria~~3, ~~are~~2023, ~~not~~the ~~intended~~Company and Majic entered into a mutual termination agreement (the “Majic Termination Agreement”) pursuant to bewhich ~~exhaustive.~~the ~~Any~~Company ~~evaluation~~and ~~relating~~Majic mutually agreed to terminate the ~~merits~~Merger Agreement 2. The termination of athe ~~particular~~Merger ~~initial~~Agreement 2 ~~business~~by ~~combination~~the ~~may~~Majic beTermination ~~based,~~Agreement toalso ~~the~~terminated ~~extent~~and ~~relevant,~~made onvoid ~~these~~the ~~general~~Majic ~~guidelines~~Voting asAgreements ~~well~~and asthe ~~other~~Majic ~~considerations~~Purchaser Support Agreement, ~~factors~~each ~~and~~of ~~criteria~~which ~~that~~were ~~our~~executed ~~management~~concurrently ~~may~~with ~~deem~~the ~~relevant~~Merger Agreement 2.

~~Initial~~Merger Agreement ~~Business~~with ~~Combination~~Regentis.

~~Nasdaq~~On May ~~rules require~~2, ~~that~~2023, wethe ~~must~~Company, ~~complete~~R.B. ~~one~~Merger orSub ~~more~~Ltd., ~~business combinations having~~ an ~~aggregate~~Israeli ~~fair~~company ~~market~~and ~~value~~a ofwholly atowned ~~least~~subsidiary ~~80%~~ of the ~~value~~Company of(“Merger Sub”), ~~the~~and ~~assets~~Regentis ~~held~~Biomaterials inLtd., ~~the~~an ~~Trust~~Israeli ~~Account~~company (~~excluding~~“Regentis”), ~~the~~entered ~~deferred~~into ~~underwriting~~an ~~commissions~~Agreement and ~~taxes~~Plan ~~payable~~of Merger on(as ~~the~~amended, ~~interest~~collectively, ~~earned on~~ the ~~Trust~~“Merger ~~Account~~Agreement”), atpursuant ~~the~~to ~~time~~which, ofamong ~~our~~other ~~signing~~things, aMerger ~~definitive~~Sub ~~agreement~~will merge ~~in connection~~ with ~~our~~and ~~initial~~into ~~business~~Regentis ~~combination.~~(the ~~Our~~“Merger” ~~board~~or of“Business ~~directors~~Combination”), ~~will~~with ~~make~~Regentis ~~the~~continuing ~~determination~~ as to the surviving ~~fair~~entity ~~market~~after ~~value of our initial business combination. If our board of directors is not able to independently determine~~ the ~~fair market value of our initial business combination~~Merger, weas ~~will obtain an opinion from an independent investment banking firm that is~~ a ~~member~~result of ~~FINRA~~which orRegentis ~~an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors~~ will ~~not~~become bea ~~able~~direct, towholly-owned ~~make~~subsidiary ~~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~~ Company (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~~“Transaction”).

WeOn July ~~will have until June 2~~7, 2023, toOTEC ~~consummate~~and anRegentis ~~initial~~executed ~~business combination in accordance with the Charter~~ Amendment No. We1 ~~anticipate~~to ~~structuring~~Agreement ~~our~~and ~~initial~~Plan ~~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~~Merger 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~~increase ~~certain objectives of~~ the ~~target~~merger 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 consideration to be$96 ~~required~~million tofrom ~~register~~$95 asmillion ~~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~~account, ~~depending on valuations ascribed to the target and us~~ in ~~the initial business combination. For example~~part, ~~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 aRegentis ~~substantial~~ordinary ~~number of new~~ shares, ~~our stockholders immediately prior~~ to ~~our~~Maxim ~~initial~~(or ~~business~~its ~~combination~~designees) pre-Closing ~~could~~for ~~own~~the ~~less~~fee ~~than a majority of our outstanding shares subsequent~~ to ~~our~~which ~~initial~~it ~~business~~would ~~combination.~~be Ifentitled ~~less~~upon ~~than~~consummation ~~100%~~ of the ~~equity~~Business ~~interests or assets of a target business or businesses are owned or~~ Combination.

6Form S-4.

~~Table~~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 ~~Contents~~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.

~~acquired~~OTEC Stockholders byApproved the ~~post-transaction~~Business ~~company,~~Combination ~~the~~with ~~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~~Regentis. 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~~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. ~~Public~~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.

WeIn ~~believe~~connection ~~our~~with ~~structure~~the ~~will~~Special ~~make us an attractive business combination partner to target businesses. As a public company~~Meeting, OTEC westockholders ~~offer~~holding ~~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~~800,312 weshares ~~believe the target business would have greater access to capital and additional means~~ of ~~creating~~OTEC ~~management~~class ~~incentives that are better aligned with stockholders’ interests than it would as a private company.~~ A ~~target~~common ~~business~~stock ~~can~~exercised ~~further~~their ~~benefit~~right byto ~~augmenting~~redeem ~~its~~their ~~profile~~shares ~~among~~for ~~potential new customers and vendors and aid in attracting talented employees. In~~ a ~~business~~pro ~~combination~~rata portion ~~transaction with us, the owners~~ of the ~~target~~funds ~~business may, for example, exchange their shares of stock~~ in the ~~target~~Trust ~~business~~Account ~~for~~(the ~~our~~“February ~~shares~~Redemptions”). ofThe ~~Common~~trustee’s ~~Stock~~preliminary orcalculations are ~~for~~that aapproximately ~~combination~~$9,227,597 of(approximately ~~our~~$11.53 ~~shares~~per ofPublic ~~Common~~Share) ~~Stock~~would ~~and~~be ~~cash,~~removed ~~allowing~~from ~~us to tailor~~ the ~~consideration~~Trust Account to ~~the~~pay ~~specific~~such ~~needs of the sellers~~holders.

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.7

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 Compliance with ~~stockholders~~Nasdaq’ ~~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~~Listing ~~among potential new customers and vendors and aid in attracting talented employees~~Rules.

~~While~~On January we24, ~~believe~~2023, ~~that~~the ~~our~~Company ~~structure~~received ~~and~~written ~~our~~notice ~~management~~(the ~~team~~“Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (the “Nasdaq”) stating that OTEC’s ~~backgrounds~~Market ~~will~~Value ~~make~~of usListed anSecurities ~~attractive~~(the “MVLS”) for the last 30 consecutive business ~~partner~~days (from November 29, ~~some~~2022 ~~potential~~to ~~target~~January ~~businesses~~23, ~~may~~2023) ~~view~~was ~~our~~below ~~status~~the asrequired minimum aof ~~blank~~$35 ~~check~~million ~~company~~for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), ~~such~~OTEC ashas ~~our~~180 ~~lack~~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 anten ~~operating~~consecutive ~~history~~business days. The Company’s business operations are not affected by the receipt of the Notification Letter and ~~our~~the ~~ability~~Company fully intends to ~~seek~~regain ~~stockholder~~compliance ~~approval~~with ofNasdaq ~~any~~listing ~~proposed~~rules. The Company continued to monitor its Nasdaq listing between the initial ~~business~~filing ~~combination~~of the Form S-4 on July 10, ~~negatively~~2023, and July 24, 2023, and to evaluate its available options to regain compliance with Nasdaq’s minimum MVLS rule within the Compliance Period.

WeOn July ~~are~~24, ~~an “emerging growth company~~2023,” asOTEC ~~defined~~submitted ~~in Section 2(~~a~~) of~~ ~~the~~Plan ~~Securities Act, as modified by the JOBS Act. As such, we are eligible~~ to ~~take~~Regain ~~advantage~~Compliance ofwith ~~certain~~Nasdaq ~~exemptions~~Listing ~~from~~Rule ~~various~~5550(b)(2) ~~reporting~~for ~~requirements~~continued ~~that~~listing ~~are~~on ~~applicable to other public companies that are not “emerging growth companies” including~~Nasdaq, stating ~~but~~OTEC ~~not~~is ~~limited~~working ~~to, not being required to comply~~ with ~~the~~its ~~independent~~investment ~~registered~~bankers ~~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~~financial ~~statements,~~advisors ~~and~~to ~~exemptions~~ensure ~~from~~that ~~the~~it ~~requirements~~will ofhave ~~holding~~ a ~~non-binding~~MVLS ~~advisory vote on executive compensation and stockholder approval~~ of ~~any~~at ~~golden~~least ~~parachute~~$35 million ~~payments~~for ~~not~~continued ~~previously~~listing ~~approved.~~on IfNasdaq ~~some investors find our securities less attractive~~ as ~~a result~~required, ~~there~~in ~~may~~connection bewith ~~a less active trading market for our securities and~~ the ~~prices~~Closing of ~~our~~the ~~securities~~Business ~~may be more volatile~~Combination.

InOn July ~~addition~~25, ~~Section 107~~2023, ofOTEC received written notice (the ~~JOBS~~“Delisting ~~Act~~Letter”) ~~also~~from ~~provides~~Nasdaq that anOTEC ~~“emerging~~had ~~growth~~not ~~company”~~regained ~~can~~compliance with ~~take~~Nasdaq ~~advantage~~Listing ofRule 5550(b)(2) for the ~~extended~~MVLS ~~transition~~within ~~period~~the ~~provided~~Compliance Period in ~~Section 7~~accordance with Nasdaq Listing Rule 5810(ac)(23)(BC) of, and, ~~the~~unless ~~Securities~~OTEC ~~Act~~requested ~~for~~an ~~complying~~appeal ~~with~~of ~~new~~this ordetermination, ~~revised~~its ~~accounting~~securities ~~standards.~~would Inbe ~~other~~delisted ~~words~~from Nasdaq, antrading ~~“emerging~~of ~~growth~~its ~~company”~~common stock ~~can~~would ~~delay~~be suspended at the ~~adoption~~opening of ~~certain~~business ~~accounting~~on ~~standards~~August ~~until~~3, ~~those~~2023, ~~standards~~and a Form 25-NSE would ~~otherwise~~be ~~apply~~filed towith ~~private~~the ~~companies.~~Securities Weand Exchange ~~intend~~Commission to ~~take~~remove ~~advantage~~its ofsecurities ~~the~~from ~~benefits~~listing ofand ~~this~~registration ~~extended~~on ~~transition period~~Nasdaq.

WeOn July ~~will~~27, ~~remain~~2023, anOTEC ~~emerging~~requested ~~growth~~such ~~company~~hearing, ~~until~~and ~~the~~wired ~~earlier of (1)~~ the ~~last~~$20,000 ~~day~~fee ofto ~~the~~Nasdaq ~~fiscal year~~for ~~(a) following~~such ~~the~~hearing, ~~fifth~~prior ~~anniversary~~to of4:00 ~~the~~p.m. ~~completion~~Eastern ofTime on ~~our~~August ~~offering~~1, ~~(b) in~~2023, ~~which~~as werequired ~~have~~in ~~total~~the ~~annual~~Delisting ~~gross revenue of at least $1.07 billion~~Letter, orto ~~(c) in~~begin ~~which~~the weprocess ~~are deemed~~ to beappeal asuch ~~large accelerated filer~~determination, ~~which~~pursuant ~~means~~to the ~~market~~procedures set ~~value~~forth ofin ~~our~~the ~~Class A~~Nasdaq ~~common~~Listing ~~stock~~Rule ~~that~~5800 isSeries ~~held~~to bystay ~~non-affiliates~~the ~~exceeds~~suspension ~~$700 million as~~ of ~~the~~OTEC’s ~~prior~~securities ~~June 30th,~~ and ~~(2)~~ the ~~date~~filing onof ~~which~~the ~~we have issued more than $1.0 billion in non~~Form 25-~~convertible~~NSE ~~debt~~pending ~~securities during~~ the ~~prior~~panel’s ~~three-year period~~decision.

~~Additionally~~On July 28, we2023, ~~are~~OTEC received a ~~“smaller~~letter ~~reporting~~from ~~company”~~Nasdaq asin ~~defined~~which inNasdaq ~~Rule 10(f)(1) of~~provided ~~Regulation~~a ~~S-K.~~hearing ~~Smaller~~date ~~reporting~~of ~~companies~~September ~~may~~21, ~~take~~2023, ~~advantage~~and ofwritten ~~certain~~instructions prior ~~reduced~~to ~~disclosure~~the ~~obligations,~~hearing. ~~including,~~On ~~among~~August ~~other~~30, ~~things~~2023, ~~providing~~OTEC ~~only~~sent ~~two years~~its ofwritten ~~audited~~submission ~~financial~~prior ~~statements.~~to Wethe ~~will~~deadline ~~remain~~of anoon ~~smaller~~on ~~reporting~~September ~~company~~1, ~~until~~2023, in ~~the~~compliance ~~last~~with ~~day~~such ofinstructions, ~~the~~detailing ~~fiscal year~~its inupdated ~~which~~plan ~~(1) the~~to ~~market~~regain ~~value~~compliance ofand ~~our~~including ~~common~~other information requested.

7To 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.

~~Table~~OTEC noted that on August 23, 2023, the current holders of ~~Contents~~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.

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.8

~~Our~~After the ~~Business~~hearing ~~Combination~~with ~~Process~~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.

InHowever, as ~~evaluating~~previously ~~prospective~~disclosed ~~business~~in ~~combinations~~a Form 8-K filed September 14, we2023, ~~expect~~on toSeptember ~~conduct~~13, a2023, ~~thorough~~OTEC ~~due~~received ~~diligence~~written ~~review~~notice ~~process~~from Nasdaq stating that ~~will~~OTEC ~~encompass,~~currently ~~among~~does ~~other~~not ~~things,~~meet athe ~~review~~required minimum of ~~historical~~300 ~~and~~public ~~projected~~holders ~~financial~~for ~~and~~continued ~~operating~~listing ~~data,~~on ~~meetings~~Nasdaq ~~with~~under ~~management~~Nasdaq Listing ~~and~~Rule ~~their~~5550(a)(3) ~~advisors~~ (ifthe ~~applicable~~“Public Holder Rule”), and further stated that Nasdaq’s panel would consider this matter in rendering a determination regarding OTEC’s continued listing on~~-site~~ ~~inspection~~Nasdaq ofat ~~facilities~~the ~~and~~hearing ~~assets,~~already ~~discussion~~scheduled ~~with~~on ~~customers~~September 21, ~~and~~2023. ~~suppliers~~At the hearing, ~~legal~~OTEC ~~reviews~~discussed ~~and~~its ~~other~~anticipated ~~reviews~~compliance aswith wethe ~~deem~~Public ~~appropriate.~~Holder WeRule ~~will~~upon ~~also~~the ~~seek~~closing of the Business Combination pursuant to ~~utilize~~the Merger Agreement with Regentis and the ~~expertise~~Merger Sub. As noted above, following the hearing, OTEC submitted a chart listing each of ~~our~~the ~~management~~initial ~~team~~listing inrequirements ~~evaluating~~and ~~operating~~noted ~~projections~~how it planned to meet each requirement, ~~financial~~as ~~projections~~requested ~~and~~by ~~determining~~Nasdaq at the ~~appropriate~~hearing. ~~return~~On ~~expectations~~October ~~given~~9, 2023, the ~~risk~~Company ~~profile~~received ofa letter from Nasdaq stating that the ~~target~~panel ~~business.~~granted OTEC’s request for an exception until January 2, 2024, subject to the following:

We(1) On ~~are not prohibited from pursuing an initial business combination with a company that is affiliated with our New Sponsor, officers~~ or ~~directors.~~before InOctober ~~the event we seek to complete our initial business combination with a company that is affiliated with our New Sponsor~~20, ~~officers or directors~~2023, ~~we,~~OTEC orshall ademonstrate ~~committee~~compliance ofwith ~~independent~~MVLS ~~directors~~requirement, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view.and

~~Certain~~(2) On ~~of our officers and directors presently have fiduciary~~ or ~~contractual~~before ~~obligations~~January ~~to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly~~2, 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 entity2024, heOTEC orshall ~~she~~complete ~~will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that~~ the ~~fiduciary~~Business 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 pursueCombination, and toestablish ~~the~~compliance ~~extent~~with ~~the~~Listing ~~director~~Rule ~~or officer is permitted to refer that opportunity to us without violating another legal obligation~~5505.

~~Our~~On October ~~Management~~10, ~~Team~~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.

~~Members~~On December of20, ~~our~~2023, ~~management~~Nasdaq ~~team~~granted ~~are~~OTEC’s ~~not~~oral ~~obligated~~request to ~~devote~~extend ~~any specific number of hours to our matters but they intend to devote as much of their time as they, in~~ the ~~exercise~~deadline of ~~their~~January ~~respective business judgement~~2, ~~deem~~2024 ~~necessary~~ to ~~our~~January ~~affairs~~22, ~~until we have completed our initial business combination~~2024. 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.

WeOn January ~~believe~~5, ~~our~~2024, ~~management~~the ~~team’s~~Company, ~~operating~~received ~~and~~written ~~transaction~~notice ~~experience~~from ~~and~~Nasdaq ~~relationships~~stating ~~with~~that ~~companies~~because ~~will~~the ~~provide~~Company ushas ~~with~~not ayet ~~substantial~~held ~~number~~an annual meeting of ~~potential~~stockholders ~~business~~within ~~combination~~twelve ~~targets.~~months ~~Over~~of the ~~course~~end of ~~their careers,~~ the ~~members~~Company’s offiscal ~~our~~year ~~management~~ended ~~team~~December ~~have~~31, ~~developed~~2022, ~~a broad network of contacts and corporate relationships in~~ the ~~various~~Company no ~~industries.~~longer ~~This~~complies ~~network~~with ~~has~~Listing ~~grown~~Rules ~~through~~5620(a), ~~the activities of our management team sourcing~~5810(c)(2)(G), ~~acquiring~~ and ~~financing~~IM-5620 ~~businesses,~~for ~~our~~continued ~~management~~listing ~~team’s~~(the ~~relationships~~“Annual ~~with~~Meeting ~~sellers~~Requirement”), ~~financing sources~~ and ~~target~~requesting ~~management~~a ~~teams~~response ~~and~~from the ~~experience~~Company ofby ~~our~~January ~~management~~12, ~~team in executing transactions under varying economic and financial market conditions~~2024.

~~Financial~~On January ~~Position~~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.

As of December 31, 2022, we had funds available for an initial business combination in the amount of approximately $13.8 million assuming no redemptions and after payment of $5.6 million of deferred underwriting fees, in each case before fees and expenses associated with our initial business combination. With these funds we can offer a target business 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 the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.9

8On 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.

~~Table~~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 ~~Contents~~Nasdaq to which it responded on March 1, 2024 with the following updates:

~~Effecting~~● ~~Our~~The ~~Initial~~Company ~~Business~~now ~~Combination~~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.

We● ~~are~~The ~~not~~Company ~~presently~~did ~~engaged~~not ~~in,~~take ~~and~~into weaccount ~~will~~that ~~not~~current ~~engage~~public holders in, ~~any~~the ~~operations~~Company ~~until~~may weexercise ~~consummate~~redemption ~~our~~rights ~~initial~~prior ~~business~~to ~~combination.~~the WeBusiness ~~intend~~Combination to ~~effectuate~~reduce ~~our initial business combination using cash from~~ the ~~proceeds~~number of ~~our~~public ~~Initial~~holders ~~Public~~because ~~Offering and~~ the ~~Private~~redemption ~~Placement~~period ofended ~~the~~on ~~Private~~February ~~Placement~~7, ~~Warrants~~2024, ~~the~~as ~~proceeds~~set offorth ~~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~~Proxy ofStatement. ~~our~~As ~~Initial Public Offering or otherwise)~~such, ~~shares issued to~~ the ~~owners~~Company ofdoes ~~the~~not ~~target,~~expect ~~debt~~any ~~issued~~additional toredemptions. ~~bank or other lenders or the owners of the target~~Additionally, orbecause ~~a combination of~~ the ~~foregoing.~~Company Weis ~~may~~currently ~~seek~~suspended tofrom ~~complete~~trading ~~our~~on ~~initial~~Nasdaq, ~~business~~these ~~combination~~public ~~with~~holders aare ~~company~~not orexpected ~~business that may be financially unstable or in its early stages of development or growth, which would subject us~~ to ~~the numerous risks inherent in such companies and businesses~~trade.

If● ~~our~~The ~~initial~~Company ~~business~~has ~~combination~~made issignificant ~~paid~~progress ~~for~~since ~~using equity or debt securities, or not all of~~ the ~~funds~~Company’s ~~released~~brief ~~from~~memorandum ~~the~~submitted ~~Trust~~on ~~Account~~February ~~are~~5, ~~used~~2024, ~~for~~and ~~payment~~believes ofit ~~the~~will ~~consideration~~be in ~~connection~~compliance with ~~our initial business combination or used for redemptions of our Common Stock, we may apply~~ the ~~balance~~Public ofHolder ~~the~~Requirement ~~cash~~upon ~~released to us from~~ the ~~Trust~~Closing ~~Account for general corporate purposes, including for maintenance or expansion~~ of ~~operations of~~ the ~~post-transaction~~Business ~~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~~Combination.

We● ~~may~~In ~~seek~~response to ~~raise~~the ~~additional~~staff’s ~~funds~~comments ~~through~~regarding ~~a private offering of debt or equity securities in connection with~~ the ~~completion~~Annual ofMeeting ~~our initial business combination~~Requirement, ~~and we may effectuate our initial business combination using~~ the ~~proceeds~~Company ofpreviously ~~such~~discussed ~~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~~Stanley ~~net~~Higgens ~~proceeds~~ of ~~our~~Nasdaq ~~offering~~ and ~~the~~came ~~sale~~to of the ~~Private~~conclusion ~~Placement~~together ~~Warrants~~that ~~and~~it ~~may~~would ~~as a result~~ be ~~required~~unable to ~~seek~~hold ~~additional~~the ~~financing~~annual tomeeting ~~complete~~in ~~such~~accordance ~~proposed initial business combination. Subject to compliance~~ with ~~applicable~~the ~~securities~~Annual ~~laws,~~Meeting weRequirement ~~would~~as ~~expect~~further todetailed ~~complete~~and ~~such~~set ~~financing~~forth ~~only simultaneously with the completion of our initial business combination~~below. InHowever, the ~~case~~Company ofand ~~an initial business combination funded with assets other than the Trust Account assets~~Regentis, ~~our~~as ~~proxy materials or tender offer documents disclosing~~ the ~~initial~~combined ~~business~~entity ~~combination would disclose~~ (the ~~terms~~“Post-Closing ofCompany”) ~~the~~can ~~financing~~ and, ~~only~~will ifhold ~~required~~an byannual ~~law,~~meeting wein ~~would~~accordance ~~seek~~with ~~stockholder~~the ~~approval~~Annual ofMeeting ~~such financing~~Requirement. ~~There~~Because ~~are~~of ~~no prohibitions on our ability to raise funds privately~~this, orthe ~~through~~Company ~~loans~~again inrequested ~~connection~~the ~~with~~extension ~~our~~of ~~initial business combination. At this~~ time, ~~we are not a party~~ to ~~any~~comply ~~arrangement or understanding~~ with ~~any third party with respect to raising any additional funds through~~ the ~~sale~~Annual ofMeeting ~~securities or otherwise~~Requirement.

~~Sources~~● 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 ~~Target~~2023. ~~Businesses~~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.

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and investment professionals. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read our Initial Public Offering prospectus and know what types of businesses we are targeting. Our officers and directors, as well as our New Sponsor and their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors and our New Sponsor and their affiliates. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account. In no event, however, 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

9● 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.

~~Table~~● ofThough ~~Contents~~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.

~~absence~~The Company received an additional request from the staff of ~~any~~Nasdaq ~~such~~on ~~fees~~March or11, ~~arrangements~~2024, ~~will~~to ~~not~~which beit ~~used~~responded ason aMarch ~~criterion~~15, in2024. ~~our~~The response ~~selection~~included the closing conditions then in process, the necessary approvals and tax rulings required by Israeli law with the status of anthe ~~initial~~same, ~~business~~the ~~combination~~Company’s ~~candidate~~balance sheet and cash on hand, and the status of PIPE investments—all of which the Company provided.

WeOn April ~~are~~2, ~~not prohibited from pursuing an initial business combination with an initial business combination target that is affiliated with our New Sponsor~~2024, ~~officers or directors or making~~ the ~~initial~~Company ~~business~~received ~~combination~~another ~~through~~request afor ~~joint~~further ~~venture~~updates orfrom ~~other~~the ~~form~~staff of ~~shared ownership with our New Sponsor, officers or directors~~Nasdaq. InOn ~~the~~April ~~event we seek to complete our initial business combination with an initial business combination target that is affiliated with our New Sponsor~~5, ~~officers or directors~~2024, ~~we,~~the orCompany provided athe committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.following:

If● ~~any~~The Closing of ~~our~~the ~~officers~~Business orCombination ~~directors~~has ~~becomes~~not ~~aware~~yet occurred due to a delay with Nasdaq’s approval of anthe initial ~~business~~listing ~~combination~~application ~~opportunity~~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 ~~falls~~Nasdaq ~~within~~requires the ~~line~~Company ofto ~~business~~establish an initial listing/bid price for the stock through over the counter trading and that they would need to evaluate a minimum of ~~any~~5 ~~entity~~trading days to ~~which~~establish hesuch orinitial ~~she~~listing/bid ~~has~~price ~~pre-existing~~for ~~fiduciary~~the orstock. ~~contractual~~The ~~obligations~~Company immediately reached out to FINRA to discuss the process for enabling over the counter trading of the Company’s stock, heand orFINRA ~~she~~advised ~~may~~the beCompany ~~required~~that tospecial ~~present~~purpose acquisition companies whose securities are suspended from trading are not automatically eligible for over the counter trading. As such, ~~business~~the ~~combination~~Company ~~opportunity~~was required to ~~such~~request ~~entity~~that ~~prior~~a market maker apply to ~~presenting~~FINRA ~~such~~to ~~business~~permit ~~combination~~trading ~~opportunity~~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 usinitiate the process to qualify the Company’ securities for over the counter trading. ~~Our~~The ~~officers~~Company and ~~directors~~Maxim ~~currently~~Group LLC have ~~certain~~provided ~~relevant~~all ~~fiduciary~~information ~~duties~~requested orby ~~contractual~~FINRA ~~obligations~~and ~~that~~are ~~may~~currently ~~take~~awaiting ~~priority~~approval to trade over ~~their~~the ~~duties~~counter. After FINRA’s approval, as noted above, Nasdaq requested that the Company’s stock trade for a minimum of 5 trading days to usestablish 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.

~~Selection~~● ofAs aprovided ~~Target~~on ~~Business~~March ~~and~~15, ~~Structuring~~2024, ofbefore ~~our~~the ~~Initial~~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:

~~Nasdaq~~○ ~~rules require~~Approval, ~~that~~subject weto ~~must~~official ~~complete~~notice ~~one or more business combinations having an aggregate fair market value~~ of atissuance, ~~least 80%~~ of the ~~value~~listing ofapplication ~~the~~with ~~assets~~Nasdaq ~~held~~ in ~~the~~connection ~~Trust~~with ~~Account (excluding~~ the ~~deferred~~transactions ~~underwriting commissions~~ and ~~taxes payable on~~ the ~~interest~~Merger ~~earned~~Consideration. onThe ~~the~~Company ~~Trust~~and ~~Account)~~Regentis athave ~~the~~been ~~time of our signing a definitive agreement~~ in ~~connection~~close contact with ~~our~~the Nasdaq initial ~~business~~listings ~~combination.~~representatives ~~The~~working ~~fair~~through ~~market~~the ~~value of our~~ initial ~~business~~listing ~~combination~~qualification ~~will be determined by our board of directors based upon one or more standards generally accepted by the financial community~~requirements, ~~such~~ as ~~discounted~~noted ~~cash flow valuation~~above, aincluding 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~~over ofthe ~~such~~counter ~~criteria.~~trading ~~While~~needed ~~we consider it unlikely that our board of directors will not be able~~ to ~~make~~establish ~~an independent determination of~~ the ~~fair market value of our~~ initial ~~business~~listing/bid ~~combination,~~price itfor ~~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~~stock. 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~~The ~~case,~~amount weequal ~~will~~to ~~only~~(a) ~~complete~~all anamounts ~~initial~~in ~~business~~the ~~combination~~Trust inAccount ~~which~~(after wededucting ~~own~~the oraggregate ~~acquire~~amount ~~50%~~of orpayments ~~more~~required ofto be made in connection with the ~~outstanding~~Redemption ~~voting~~(as ~~securities~~defined in the Agreement and Plan of Merger) and payment of the ~~target~~Regentis Transaction Expenses and OTEC Transaction Expenses) or ~~otherwise~~OTEC’s ~~acquire~~operating aaccount ~~controlling~~immediately ~~interest~~prior into the ~~target~~Closing, ~~sufficient~~plus ~~for~~(b) itthe ~~not~~aggregate toamount beof ~~required~~cash toof ~~register~~OTEC ason anhand ~~investment~~immediately ~~company~~prior ~~under~~to the Closing plus (c) the net amount of any PIPE Investment ~~Company~~received ~~Act.~~by IfOTEC weor ~~own~~Regentis on or ~~acquire~~prior ~~less~~to the Closing (the “Available Closing OTEC Cash”) shall be equal to or greater than ~~100%~~$6,000,000 (after payment of ~~the~~expenses). ~~equity~~The ~~interests~~Company, orRegentis, ~~assets~~each of atheir ~~target~~counsel ~~business~~and orMaxim ~~businesses,~~Group ~~the~~LLC ~~portion~~have finalized their negotiations of ~~such~~the ~~business~~financing ordocuments ~~businesses~~with ~~that~~investors ~~are~~for ~~owned~~the orrequisite ~~acquired~~financing bysources to provide the ~~post-transaction~~necessary ~~company~~funding isrequired ~~what~~for ~~will~~Closing beand ~~taken~~expect ~~into~~to ~~account~~sign the definitive documentation for ~~purposes~~this offinancing ~~Nasdaq’s~~in ~~80%~~connection ofwith ~~net~~the ~~assets~~Closing. ~~test~~Regentis expects to waive the minimum Available Closing OTEC Cash condition in connection with the Closing.

To○ ~~the~~A ~~extent~~final weaffidavit ~~effect~~stating ~~our~~that ~~initial~~all ~~business~~closing ~~combination~~conditions have been satisfied is required to be filed with athe ~~company~~Israeli orRegister ~~business~~of ~~that~~Companies ~~may~~before a certificate of merger can be ~~financially~~obtained ~~unstable~~for orthe inBusiness ~~its~~Combination. ~~early~~The ~~stages~~timeframe ofbetween ~~development~~filing orthe ~~growth~~final weaffidavit ~~may~~and bebeing ~~affected~~able byto ~~numerous~~obtain ~~risks~~the ~~inherent~~certificate inof ~~such~~merger ~~company~~is orusually a few business days in Israel (Sunday-Thursday, Israeli time). ~~Although~~The ~~our~~Company ~~management~~and ~~will~~Regentis ~~endeavor~~are pending confirmation from Nasdaq for clearance to ~~evaluate~~list ~~the~~prior ~~risks~~to ~~inherent~~being inable ato ~~particular~~submit ~~target~~such ~~business~~form. However, wethe ~~cannot~~parties ~~assure~~have ~~you~~provided ~~that~~draft, weunsigned ~~will~~affidavits ~~properly~~for ~~ascertain~~review orby ~~assess~~the Israeli Register of Companies in hopes of expediting such timeline between being able to submit the final affidavit when all ~~significant~~closing ~~risk~~conditions ~~factors~~are satisfied and obtaining the certificate of merger.

InOur Business ~~evaluating~~Strategy & aCompetitive prospective business target, we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made available to us.Strengths

~~The~~We focused ~~time~~our ~~required~~search tofor ~~select~~an ~~and~~initial ~~evaluate~~business acombination ~~target~~on ~~business~~private ~~and~~companies tothat ~~structure~~have ~~and~~either ~~complete~~positive ~~our~~operating ~~initial~~cash ~~business~~flow ~~combination,~~or ~~and~~compelling unit ~~the~~economics ~~costs~~combined ~~associated~~ with ~~this~~a ~~process,~~clear ~~are~~path ~~not~~to ~~currently~~positive ~~ascertainable~~operating ~~with~~cash ~~any~~flow, ~~degree~~tangible ofor ~~certainty.~~intangible ~~Any~~assets ~~costs incurred~~ with ~~respect~~significant barriers to ~~the~~entry, ~~identification~~ and ~~evaluation~~experienced ofincentivized amanagement ~~prospective~~teams. ~~target~~Our ~~business~~selection ~~with~~process ~~which~~allowed ~~our~~us ~~initial~~to ~~business~~leverage ~~combination~~a isunique ~~not~~set ~~ultimately~~of ~~completed~~relationships with ~~will~~proven ~~result~~deal-sourcing incapabilities ~~our~~to ~~incurring~~provide ~~losses~~us ~~and~~with ~~will~~a ~~reduce~~strong ~~the~~pipeline ~~funds~~of wepotential ~~can~~targets. ~~use~~We expect to ~~complete~~distinguish ~~another~~ourselves with ~~business~~our ~~combination.~~ability to:

10● 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.

~~Table of Contents~~11

~~Lack~~● Employ a Rigorous Systematic Process of Identifying Target Companies and Acquiring a Business ~~Diversification~~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.

~~For~~● Providing an ~~indefinite~~Alternative ~~period~~Path ofto ~~time~~Becoming ~~after~~Public. ~~the~~We ~~completion~~believe of our ~~initial~~structure makes us an attractive business combination, ~~the~~partner ~~prospects~~to ~~for~~prospective ~~our~~target ~~success~~businesses ~~may~~that ~~depend~~desire ~~entirely~~to onbecome ~~the~~a ~~future~~publicly ~~performance~~listed ofcompany. A merger with us will offer a ~~single~~target business. ~~Unlike~~an ~~other~~alternative ~~entities~~process ~~that~~to ~~have~~a public listing rather than the ~~resources~~traditional toinitial ~~complete~~public ~~business~~offering ~~combinations~~process. ~~with~~We ~~multiple~~believe ~~entities~~that intarget ~~one~~businesses ormay ~~several~~favor ~~industries~~this alternative, itwhich we believe is ~~probable~~less ~~that~~expensive, wewhile ~~will~~offering ~~not~~greater ~~have~~certainty of execution than the ~~resources~~traditional toinitial ~~diversify~~public offering. Furthermore, now that the proposed business combination was approved by our ~~operations~~stockholders and ~~mitigate~~ the ~~risks~~transaction ofis ~~being~~planned into abe ~~single~~consummated, ~~line~~the oftarget 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. InOnce ~~addition~~public, we ~~intend~~believe the target business would have greater access to ~~focus~~capital ~~our~~and ~~search~~additional ~~for~~means anof ~~initial~~creating ~~business~~management ~~combination~~incentives inthat are better aligned with stockholders’ interests than it would as a ~~single~~private ~~industry~~company. ByA ~~completing~~public ~~our~~company ~~initial~~can ~~business~~offer ~~combination~~further ~~with~~benefits ~~only~~by augmenting a ~~single~~company’s ~~entity,~~profile ~~our~~among ~~lack~~potential ofnew ~~diversification~~customers and vendors and aid in attracting talented management. With public company corporate governance standards, a target business may: become attractive to public investors.

● ~~subject~~Strong usand toStable ~~negative~~Financial ~~economic~~Position with Flexibility. With funds in the Trust Account of approximately $9,326,615 ~~competitive~~as ~~and~~of ~~regulatory~~April ~~developments~~4, ~~any~~2024, oravailable ~~all~~to use for a business combination and to pay the February Redemptions of ~~which~~approximately ~~may~~$9.2 ~~have~~million, we offer a ~~substantial~~target ~~adverse~~business ~~impact~~a onvariety of options such as providing the ~~particular~~owners ~~industry~~of a target business with shares in ~~which~~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 ~~operate~~are ~~after~~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 ~~cause us to depend on the marketing~~ and ~~sale~~Target ~~of a single product or limited number of products or services.~~Industries

~~Limited~~While we ~~Ability~~initially sought to ~~Evaluate~~pursue a target in the ~~Target’s~~leisure ~~Management~~marine, ~~Team~~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.

~~Although~~ While we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’ management may ~~not~~acquire ~~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 ofindustry, our ~~key~~focus ~~personnel~~ will ~~remain~~be ~~with~~on ~~the~~industries ~~combined~~in ~~company~~Europe, ~~will be made at~~ the ~~time~~United ofStates ~~our~~and ~~initial~~other ~~business~~developed ~~combination~~countries. Regentis ~~The~~is ~~determination~~an asIsraeli ~~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~~We itbelieve isthis ~~possible~~focus ~~that one or more of our directors will remain associated in some capacity with us following our initial business combination, it~~ is ~~unlikely~~attractive ~~that~~for ~~any~~a ofnumber ~~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.~~reasons:

~~Following~~● anBroad ~~initial~~Universe ~~business~~of ~~combination,~~Potential weTargets. ~~may~~We ~~seek~~intend to ~~recruit~~focus ~~additional~~our ~~managers~~investment toeffort ~~supplement~~broadly ~~the~~across ~~incumbent~~multiple ~~management~~industries. ofWe ~~the~~believe ~~target~~that ~~business.~~our Weinvestment ~~cannot~~and ~~assure~~operating ~~you~~expertise ~~that~~across wemultiple industry verticals will ~~have~~give ~~the~~us ~~ability~~a tolarge, ~~recruit~~addressable ~~additional~~universe ~~managers,~~of orpotential ~~that~~targets. ~~additional~~The ~~managers~~diversity ~~will~~of ~~have~~the target universe and the ~~requisite~~number ~~skills,~~of ~~knowledge~~largely oruncorrelated ~~experience~~subsectors ~~necessary~~maximizes tothat ~~enhance~~likelihood ~~the~~that ~~incumbent~~our management team will be able to identify and execute an attractive transaction.

~~Stockholders~~● ~~May Not~~Strong ~~Have~~Access to Transformative Technology. Using the ~~Ability~~growing repertoire of emerging technologies, we believe tomorrow’s innovators are poised to ~~Approve~~digitize, ~~Our~~refresh ~~Initial~~and ~~Business~~revolutionize ~~Combination~~the economy.

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.12

TYPE OF TRANSACTION WHETHERSTOCKHOLDERAPPROVAL ISREQUIRED Purchase of assets No Purchase of stock of target not involving a merger with the company No Merger of target into a subsidiary of the company No Merger of the company with a target YesAcquisition 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:

~~Under~~● ~~Nasdaq’s~~Benefits ~~listing~~from ~~rules,~~a ~~stockholder~~Public ~~approval~~Currency ~~would~~and beAccess ~~required~~to ~~for~~Public ~~our~~Equity ~~initial~~Markets. ~~business~~Access ~~combination~~to ifthe public equity markets could allow the target company to utilize additional forms of capital, ~~for~~enhancing ~~example:~~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.

● weHas ~~issue~~a ~~shares~~Strong ofCompetitive ~~Class~~Position Aand ~~common~~Growing ~~stock~~Platform. ~~that~~We will beseek ~~equal~~ to orinvest in ~~excess~~companies ofthat ~~20%~~we ofbelieve ~~the~~possess ~~number~~not ofonly ~~shares~~established ofbusiness ~~our~~models ~~Class~~and Asustainable ~~common~~competitive ~~stock~~advantages, ~~then~~but ~~outstanding;~~also a growing platform for equity investors.

● ~~any~~Operated ofby ~~our~~a ~~directors,~~Talented ~~officers~~and orIncentivized ~~substantial~~Management ~~stockholders~~Team. ~~(as~~We ~~defined~~will byfocus ~~Nasdaq~~on ~~rules)~~companies ~~has~~with astrong 5%and orexperienced ~~greater~~management ~~interest~~teams ~~(or~~that ~~such~~desire ~~persons collectively have~~ a ~~10%~~significant orequity ~~greater~~stake ~~interest), directly or indirectly,~~ in the ~~target~~ post-business orcombination ~~assets~~company. toWe bewill ~~acquired~~seek orto ~~otherwise~~partner ~~and~~with ~~the~~a ~~present~~management team and/or ~~potential~~seller ~~issuance~~who ofis ~~common~~well-incentivized ~~stock~~and ~~could~~aligned ~~result~~ in an ~~increase~~effort into ~~outstanding~~create ~~common~~stockholder ~~shares or voting power of 5% or more; or~~value.

11● 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.

~~Table~~● ofBenefits ~~Contents~~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.

●These criteria ~~the~~are ~~issuance~~not orintended ~~potential~~to ~~issuance~~be ofexhaustive. ~~common~~Any ~~stock~~evaluation ~~will~~relating ~~result~~to inthe ~~our~~merits ~~undergoing~~of a ~~change~~particular ofinitial ~~control~~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.

~~Permitted~~Initial Business ~~Purchases of our Securities~~Combination

IfNasdaq rules require that we ~~seek~~must ~~stockholder~~complete ~~approval~~one ofor ~~our~~more ~~initial~~ business ~~combination~~combinations ~~and~~having wean doaggregate ~~not~~fair ~~conduct~~market ~~redemptions~~value inof ~~connection~~at ~~with~~least ~~our~~80% of ~~initial~~the ~~business~~value ~~combination~~of ~~pursuant to~~ the ~~tender~~assets ~~offer~~held ~~rules, our New Sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase shares or public warrants~~ in ~~privately~~the ~~negotiated~~Trust ~~transactions~~Account or(excluding in the ~~open~~deferred ~~market~~underwriting ~~either~~commissions ~~prior~~and totaxes orpayable ~~following~~on the interest ~~completion~~earned ofon ~~our~~the ~~business~~Trust ~~combination.~~Account) ~~There~~at ~~is no limit on~~ the ~~number~~time of ~~shares~~ our ~~initial~~signing ~~stockholders,~~a ~~directors,~~definitive ~~officers,~~agreement ~~advisors or their affiliates may purchase~~ in ~~such~~connection ~~transactions, subject to compliance~~ with ~~applicable~~our ~~law~~initial ~~and Nasdaq rules~~business combination. ~~However,~~Our ~~they~~board ~~have~~of nodirectors ~~current~~will ~~commitments,~~make ~~plans~~the ordetermination ~~intentions~~as to ~~engage~~the infair ~~such~~market ~~transactions~~value ~~and~~of ~~have~~our ~~not~~initial ~~formulated~~business ~~any terms or conditions for any such transactions~~combination. If ~~they~~our ~~engage~~board ~~in such transactions, they will not make any such purchases when they are in possession~~ of ~~any~~directors ~~material~~is ~~nonpublic information~~ not ~~disclosed~~able to ~~the~~independently ~~seller~~determine ~~or if such purchases are prohibited by Regulation M under~~ the ~~Exchange~~fair ~~Act.~~market Wevalue doof ~~not~~our ~~currently~~initial ~~anticipate~~business ~~that such purchases~~combination, ifwe will ~~any,~~obtain ~~would~~an ~~constitute~~opinion afrom ~~tender~~an ~~offer~~independent ~~subject~~investment tobanking ~~the~~firm ~~tender~~that ~~offer~~is ~~rules under~~a ~~the~~member ~~Exchange~~of ~~Act~~FINRA or aan ~~going-private~~independent ~~transaction~~accounting ~~subject~~firm with respect to the ~~going-private~~satisfaction ~~rules under the Exchange Act; however, if the purchasers determine at the time~~ of ~~any~~ such ~~purchases~~criteria. ~~that~~While ~~the~~we ~~purchases~~consider ~~are~~it ~~subject~~unlikely tothat ~~such~~our ~~rules,~~board ~~the~~of ~~purchasers~~directors will ~~comply~~not ~~with~~be ~~such~~able to ~~rules.~~make ~~Any~~an ~~such~~independent ~~purchases~~determination ~~will~~of bethe ~~reported~~fair ~~pursuant~~market tovalue ~~Section 13 and Section 16~~ of ~~the~~our ~~Exchange~~initial ~~Act~~business tocombination, ~~the~~it ~~extent~~may ~~such~~be ~~purchasers~~unable ~~are subject~~ to ~~such~~do ~~reporting~~so ~~requirements.~~if it ~~None~~is ofless ~~the~~familiar ~~funds~~or ~~held~~experienced inwith the ~~Trust~~business ~~Account~~of ~~will~~a beparticular ~~used~~target toor ~~purchase~~if ~~shares~~there oris ~~public~~a ~~warrants~~significant inamount ~~such~~of ~~transactions~~uncertainty as ~~prior~~ to ~~completion~~the value of ~~our~~a ~~initial~~target’s ~~business~~assets ~~combination~~or prospects.

~~The~~We will ~~purpose~~have ofuntil ~~any~~June ~~such~~2, ~~purchases~~2024 of(assuming ~~shares~~the ~~could~~remaining beextension payment is made for the period from May 2, 2024 to ~~vote~~June ~~such~~2, ~~shares~~2024) to consummate an initial business combination in ~~favor~~accordance ofwith the ~~initial~~past charter amendments. We anticipate structuring our initial business combination ~~and~~either ~~thereby~~(i) ~~increase~~in such a way so that the ~~likelihood~~post-transaction company in which our public stockholders own shares will own or acquire 100% of ~~obtaining~~the ~~stockholder~~equity ~~approval~~interests or assets of the ~~initial~~target business ~~combination~~or businesses, or to(ii) ~~satisfy~~in such a ~~closing~~way ~~condition~~so inthat the anpost-transaction ~~agreement~~company ~~with~~owns aor acquires less than 100% of such interests or assets of the target ~~that~~business ~~requires~~in usorder to ~~have~~meet certain aobjectives ~~minimum~~of ~~net~~the ~~worth~~target management team or astockholders, ~~certain~~or ~~amount~~for ofother ~~cash~~reasons. atHowever, ~~the~~we ~~closing~~will ofonly ~~our~~complete ~~initial~~an initial business combination, ~~where~~if itthe ~~appears~~post-transaction ~~that~~company ~~such~~owns ~~requirement~~or ~~would~~acquires ~~otherwise~~50% ~~not~~or bemore ~~met.~~of ~~The~~the ~~purpose~~outstanding voting securities of ~~any~~the target ~~such~~or ~~purchases~~otherwise ofacquires ~~public~~a ~~warrants~~controlling ~~could~~interest in the target sufficient for it not to be required to ~~reduce~~register as an investment company under the ~~number~~Investment ofCompany ~~public~~Act. ~~warrants~~Even ~~outstanding~~if the post-transaction company owns or toacquires ~~vote~~50% ~~such~~or ~~warrants~~more onof ~~any~~the ~~matters~~voting ~~submitted~~securities of the target, our stockholders prior to the ~~warrant~~initial ~~holders~~business ~~for~~combination ~~approval~~may collectively own a minority interest in ~~connection~~the ~~with~~post-transaction company, ~~our~~depending on valuations ascribed to the target and us in the initial business combination. ~~Any~~For ~~such~~example, ~~purchases~~we could pursue a transaction in which we issue a substantial number of ~~our~~new ~~securities~~shares ~~may~~in ~~result~~exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the ~~completion~~target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination ~~that~~could ~~may~~own ~~not~~less ~~otherwise~~than ~~have~~a ~~been~~majority ~~possible~~of our outstanding shares subsequent to our initial business combination. InIf ~~addition,~~less ifthan ~~such~~100% ~~purchases~~of the equity interests or assets of a target business or businesses are ~~made,~~owned or acquired by the ~~public~~post-transaction ~~“float”~~company, the portion of ~~our~~such ~~shares~~business ofor ~~Common~~businesses that ~~Stock~~is owned or ~~warrants~~acquired ~~may~~is what will be ~~reduced~~taken ~~and~~into ~~the~~account ~~number~~for purposes of ~~beneficial~~Nasdaq’s ~~holders~~80% of ~~our~~net ~~securities~~assets ~~may~~test. beIf ~~reduced~~the business combination involves more than one target business, ~~which~~the ~~may~~80% ~~make~~of itnet ~~difficult~~assets totest ~~maintain~~will orbe ~~obtain~~based on the ~~quotation,~~aggregate ~~listing~~value orof ~~trading~~all of the ~~our~~transactions ~~securities~~and onwe will treat the target businesses together as the initial business combination for purposes of a ~~national~~tender offer ~~securities~~or ~~exchange~~for seeking stockholder approval, as applicable.

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.13

~~Any~~Status as 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~~Public 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.Company

~~Redemption~~We believe ~~Rights~~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 ~~Public~~example, ~~Stockholders~~exchange their ~~upon~~shares ~~Completion~~of stock in the target business for our shares of Common Stock or for a combination of our ~~Initial~~shares ~~Business~~of ~~Combination~~Common Stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

WeAlthough there ~~will~~are ~~provide~~various ~~our~~costs ~~public~~and ~~stockholders~~obligations associated with ~~the~~being ~~opportunity~~a topublic ~~redeem~~company, ~~all~~we orbelieve atarget ~~portion~~businesses ofwill ~~their~~find ~~shares~~this ofmethod a ~~Common~~more ~~Stock~~expeditious ~~upon~~and ~~the~~cost ~~completion~~effective ofmethod ~~our~~to ~~initial~~becoming ~~business combination at~~ a ~~per-share~~public ~~price,~~company ~~payable~~than inthe ~~cash,~~typical ~~equal~~initial topublic ~~the~~offering. ~~aggregate~~The ~~amount~~typical initial ~~then~~public onoffering ~~deposit~~process intakes ~~the~~a ~~Trust~~significantly ~~Account~~longer asperiod of ~~two~~time ~~business~~than ~~days prior to~~ the ~~consummation~~typical ~~of the initial~~ business combination ~~including~~transaction process, ~~interest~~and ~~earned~~there onare ~~the~~significant ~~funds~~expenses ~~held~~ in the ~~Trust~~initial ~~Account~~public ~~and~~offering ~~not~~process, ~~previously~~including ~~released~~underwriting todiscounts ~~us to pay our franchise~~ and ~~income taxes~~commissions, marketing ~~divided~~and byroad ~~the~~show ~~number~~efforts ofthat ~~then~~may ~~outstanding~~not ~~public~~be ~~shares,~~present ~~subject~~ to the ~~limitations~~same ~~described~~extent ~~herein. As of February 28, 2023, after redemptions of our public shares~~ in connection with ~~Charter~~an ~~Amendment~~initial onbusiness ~~November~~combination with ~~29, 2022, the amount in the Trust Account was approximately $19~~us.1 million or approximately $10.32 per public share. 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

12Furthermore, 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.

~~Table~~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 ~~Contents~~an operating history and our ability to seek stockholder approval of any proposed initial business combination, negatively.

~~entered~~We are ~~into~~an “emerging growth company,” as defined in Section 2(a) of ~~letter~~the ~~agreement~~Securities ~~with~~Act, usas modified by the JOBS Act. As such, ~~pursuant~~we are eligible to ~~which~~take ~~they~~advantage ~~have~~of ~~agreed~~certain exemptions from various reporting requirements that are applicable to ~~waive~~other ~~their~~public ~~redemption~~companies ~~rights~~that ~~with~~are ~~respect~~not “emerging growth companies” including, but not limited to, ~~any~~not ~~founder~~being ~~shares~~required to ~~and~~comply ~~any~~with the independent registered public ~~shares~~accounting ~~held~~firm byattestation ~~them~~requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in ~~connection~~our ~~with~~periodic reports and proxy statements, and exemptions from the ~~completion~~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 ~~initial~~securities ~~business~~less ~~combination~~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.

~~Manner~~In addition, Section 107 of ~~Conducting~~the ~~Redemptions~~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 ~~provide~~remain ~~our~~an ~~public~~emerging ~~stockholders~~growth ~~with~~company until the ~~opportunity~~earlier toof ~~redeem~~(1) the ~~all~~last orday ~~a portion~~ of ~~their~~the ~~shares~~fiscal year of(a) following ~~Common~~the fifth ~~Stock~~anniversary ~~upon~~of the completion of our ~~initial~~offering, ~~business combination either~~ (ib) in ~~connection~~which ~~with~~we ahave ~~stockholder~~total ~~meeting~~annual ~~called~~gross torevenue ~~approve~~of ~~the~~at ~~initial~~least ~~business~~$1.07 ~~combination~~ billion, or (iic) byin ~~means~~which ofwe aare ~~tender~~deemed ~~offer. The decision as~~ to ~~whether~~be ~~we will seek stockholder approval of~~ a ~~proposed~~large ~~initial~~accelerated ~~business combination or conduct a tender offer will be made by us~~filer, ~~solely~~which inmeans ~~our discretion, and will be based on a variety of factors such as~~ the ~~timing~~market ofvalue ~~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~~Class A ~~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. If we structure an initial business combination with a target company in a manner~~ that ~~requires~~is ~~stockholder~~held ~~approval,~~by wenon-affiliates ~~will~~exceeds ~~not~~$700 ~~have~~million ~~discretion~~ as toof ~~whether to seek a stockholder vote to approve~~ the ~~proposed~~prior ~~initial~~June 30th, ~~business~~and ~~combination. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules~~(2) of the ~~SEC~~date ~~unless~~on ~~stockholder~~which ~~approval is required by law or stock exchange listing requirements or~~ we ~~choose~~have toissued more ~~seek~~than ~~stockholder approval for business or other legal reasons~~$1.0 Sobillion ~~long~~in asnon-convertible wedebt ~~obtain and maintain a listing for our~~ securities onduring ~~Nasdaq,~~the weprior ~~will~~three-year ~~be required to comply with such rules~~period.

IfAdditionally, we are a ~~stockholder~~“smaller ~~vote~~reporting iscompany” ~~not~~as ~~required~~defined ~~and~~in weRule 10(f)(1) of doRegulation ~~not~~S-K. ~~decide~~Smaller toreporting companies ~~hold~~may atake ~~stockholder~~advantage ~~vote~~of ~~for~~certain ~~business~~reduced ordisclosure ~~other~~obligations, ~~legal~~including, ~~reasons~~among other things, weproviding only two years of audited financial statements. We will, ~~pursuant~~remain toa smaller reporting company until the last day of the fiscal year in which (1) the market value of our ~~amended~~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 ~~restated~~the ~~certificate~~market value of ~~incorporation:~~our common stock held by non-affiliates exceeds $700 million as of the prior June 30th.

~~● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and~~14

● file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.Corporate Opportunities

~~Upon~~Article X of the ~~public~~Existing ~~announcement~~OTEC Charter provides that, to the extent allowed by law, the doctrine of ~~our~~corporate ~~initial~~opportunity, ~~business~~or ~~combination~~any other analogous doctrine, weshall not apply with respect to OTEC or ~~our~~any ~~New~~of ~~Sponsor~~its ~~will~~officers ~~terminate~~or directors, or any ~~plan~~of ~~established~~their respective affiliates, in ~~accordance~~circumstances where the application of any such doctrine would conflict with ~~Rule 10b5-1~~any tofiduciary ~~purchase~~duties ~~shares~~or contractual obligations they may have as of ~~our~~the ~~Class A~~date ~~common~~of ~~stock~~the Existing OTEC Charter or in the ~~open~~future, ~~market~~and ifOTEC werenounces ~~elect~~any toexpectancy ~~redeem~~that ~~our~~any ~~public~~of ~~shares~~the directors ~~through~~or aofficers ~~tender~~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 ~~comply~~any of the directors or officers of OTEC with ~~Rule 14e-5~~respect ~~under~~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 ~~Exchange~~director ~~Act~~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.

In Although the ~~event~~provisions weof ~~conduct~~Article ~~redemptions~~X ~~pursuant~~of to the ~~tender~~Existing ~~offer~~OTEC ~~rules,~~Charter ~~our~~exempt ~~offer~~OTEC toand ~~redeem~~its ~~will~~officers ~~remain~~and ~~open~~directors ~~for~~from atappliable ~~least~~corporate ~~20 business days~~opportunity doctrines, inOTEC ~~accordance~~and ~~with~~its ~~Rule 14e-1(a) under~~officers ~~the Exchange Act,~~ and wedirectors ~~will~~have ~~not~~nonetheless beacted ~~permitted~~within ~~to complete our initial business combination until~~ the ~~expiration~~parameters of ~~the~~such ~~tender~~applicable ~~offer~~doctrines ~~period.~~since OTEC’s ~~In addition~~inception, ~~the~~including ~~tender~~during ~~offer~~all ~~will~~activities berelated ~~conditioned~~to onthe ~~public~~OTEC ~~stockholders~~IPO ~~not~~and ~~tendering~~the ~~more~~Business ~~than~~Combination. aFurther, ~~specified~~OTEC’s officers ~~number~~and ofdirectors ~~public~~do ~~shares which are~~ not ~~purchased~~hold bypositions ~~our~~nor ~~New~~devote ~~Sponsor,~~their ~~which~~time ~~number~~to ~~will~~any beother ~~based~~special onpurpose ~~the~~acquisition ~~requirement~~companies that ~~we may not redeem public shares in an amount that~~ would have ~~cause~~competing ~~our~~interests ~~net~~with ~~tangible~~those ~~assets to be less than $5,000,001 both immediately prior to and upon consummation~~ of ~~our~~OTEC. ~~initial~~The ~~business~~potential ~~combination~~conflict ~~and after payment~~ of ~~underwriters’~~interest ~~fees~~relating ~~and commissions (so that we are not subject~~ to the ~~SEC’s~~waiver ~~“penny~~of ~~stock”~~the ~~rules)~~corporate oropportunities doctrine ~~any~~in ~~greater~~our ~~net~~Existing ~~tangible~~OTEC ~~asset~~Charter ordid ~~cash~~not, ~~requirement which may be contained in the agreement relating~~ to our ~~initial~~knowledge, ~~business~~impact ~~combination.~~our Ifsearch ~~public~~for ~~stockholders~~an ~~tender~~acquisition ~~more~~target ~~shares~~or ~~than~~prevent weus ~~have~~from reviewing ~~offered~~any toopportunities ~~purchase,~~as wea ~~will~~result ~~withdraw~~of ~~the~~such ~~tender offer and not complete the initial business combination~~waiver.

~~If,~~Our Business ~~however,~~Combination stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:Process

●In evaluating ~~conduct~~prospective ~~the~~business ~~redemptions~~combinations, inwe ~~conjunction~~have ~~with~~conducted a ~~proxy~~thorough ~~solicitation~~due ~~pursuant~~diligence toreview ~~Regulation~~process ~~14A~~that encompassed, among other things, a review of ~~the~~historical ~~Exchange~~and ~~Act~~projected financial and operating data, ~~which~~meetings ~~regulates~~with ~~the~~management ~~solicitation~~and their advisors (if applicable), on-site inspection of ~~proxies~~facilities and assets, discussion with customers and ~~not~~suppliers, ~~pursuant~~legal reviews and other reviews as we deem appropriate. We sought to utilize the ~~tender~~expertise ~~offer~~of ~~rules~~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 ~~file~~our ~~proxy~~officers ~~materials~~and ~~with~~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 ~~SEC~~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.

InOur Management the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.Team

13Members 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.

~~Table~~We believe our management team’s operating and transaction experience and relationships with companies will provide us with a substantial number of ~~Contents~~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.

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward this quorum and pursuant to the letter agreement, our New Sponsor, officers and directors have 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 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 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. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.Financial Position

~~Our~~As ~~amended and restated certificate~~ of ~~incorporation~~December ~~provides~~31, ~~that~~2023, inwe nohad ~~event~~funds ~~will~~available for wean ~~redeem~~initial ~~our~~business ~~public~~combination ~~shares~~ in anthe amount ~~that~~of ~~would~~approximately ~~cause our net tangible assets to be less than~~ $~~5,000,001~~9.4 ~~both~~million ~~immediately~~assuming ~~prior~~no toredemptions and ~~upon~~after ~~consummation~~payment of ~~our~~$3.6 million ~~initial~~of ~~business~~deferred ~~combination~~underwriting fees and ~~after~~before ~~payment of underwriters’~~ fees and ~~commissions~~expenses ~~(so~~associated ~~that~~with ~~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~~With ~~example,~~these funds ~~the~~we ~~proposed~~offer ~~initial~~Regentis ~~business~~a ~~combination~~variety ~~may~~of ~~require:~~options ~~(i) cash~~such ~~consideration~~as tocreating bea ~~paid~~liquidity toevent ~~the~~for ~~target or~~ its owners, ~~(ii) cash~~providing tocapital befor ~~transferred to~~ the ~~target~~potential growth ~~for~~and ~~working~~expansion ~~capital~~of orits ~~other~~operations ~~general corporate purposes~~ or ~~(iii) the~~strengthening ~~retention~~its ofbalance ~~cash~~sheet toby ~~satisfy~~reducing ~~other~~its ~~conditions~~debt inor ~~accordance~~leverage ~~with~~ratio. ~~the~~Because ~~terms~~we ofare able ~~the~~to ~~proposed~~complete our initial business combination. Inusing ~~the~~our ~~event the aggregate~~ cash, ~~consideration~~debt weor ~~would~~equity besecurities, ~~required~~or toa ~~pay~~combination ~~for~~of ~~all~~the ~~shares~~foregoing, we ofhave ~~Class A~~the ~~common~~flexibility ~~stock~~to ~~that~~use ~~are~~the ~~validly~~most ~~submitted~~efficient ~~for~~combination ~~redemption~~that ~~plus~~will ~~any~~allow ~~amount~~us ~~required~~ to ~~satisfy~~tailor ~~cash~~the ~~conditions~~consideration ~~pursuant~~ to ~~the~~be ~~terms~~paid ofto ~~the~~Regentis to ~~proposed~~fit ~~initial~~its ~~business~~needs ~~combination~~and ~~exceed~~desires. ~~the~~As ~~aggregate amount~~ of ~~cash~~December ~~available~~31, ~~to us~~2023, we ~~will~~had not ~~complete~~secured ~~the~~third ~~initial~~party ~~business~~financing ~~combination~~and orthere ~~redeem~~can ~~any~~be ~~shares,~~no ~~and~~assurance ~~all~~it will ~~shares~~be ofavailable ~~Class A~~to ~~common~~us ~~stock~~at ~~submitted~~the ~~for~~time ~~redemption~~of ~~will~~closing ~~be returned to~~ the ~~holders~~Business ~~thereof~~Combination.

~~Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval~~15

~~Notwithstanding~~Effecting Our the foregoing, 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 amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial ~~Public~~Business Offering, which we refer to as the “Excess Shares.” Such restriction shall also be applicable to our affiliates. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.Combination

~~Tendering~~We are ~~Stock~~not ~~Certificates~~presently engaged in, ~~Connection~~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 ~~Tender~~combination ~~Offer~~of the foregoing. We are seeking to complete our initial business combination with Regentis, which may be financially unstable or ~~Redemption~~in ~~Rights~~its early stages of development or growth, and that could subject us to the numerous risks inherent in such companies and businesses.

~~We may require~~ If our ~~public~~initial ~~stockholders~~business ~~seeking~~combination tois ~~exercise~~paid ~~their~~for ~~redemption~~using ~~rights,~~equity ~~whether they are record holders~~ or ~~hold~~debt ~~their shares in “street name~~securities,” toor ~~either~~not ~~tender~~all ~~their~~of ~~certificates to our transfer agent prior to~~ the ~~date~~funds ~~set~~released ~~forth~~from in the ~~tender~~Trust Account ~~offer~~are ~~documents~~used orfor ~~proxy~~payment ~~materials~~of ~~mailed to such holders, or up to two business days prior to~~ the ~~vote~~consideration onin ~~the~~connection ~~proposal~~with toour ~~approve the~~ initial business combination inor ~~the~~used ~~event~~for weredemptions of ~~distribute~~our ~~proxy~~Common ~~materials~~Stock, orwe tomay ~~deliver~~apply ~~their~~the ~~shares~~balance toof the ~~transfer~~cash ~~agent~~released ~~electronically~~to ~~using~~us from the ~~Depository~~ Trust ~~Company’s~~Account ~~DWAC~~for ~~(Deposit/Withdrawal~~general Atcorporate ~~Custodian) System~~purposes, including atfor ~~the~~maintenance ~~holder’s~~or ~~option.~~expansion ~~The~~of ~~tender~~operations ~~offer~~of orthe ~~proxy~~post-transaction ~~materials~~company, asthe ~~applicable,~~payment ~~that~~of weprincipal ~~will~~or ~~furnish~~interest todue on ~~holders~~indebtedness ofincurred ~~our public shares~~ in ~~connection~~completing ~~with~~ our initial business combination, ~~will indicate whether we are requiring public stockholders~~ to ~~satisfy~~fund ~~such~~the ~~delivery~~purchase ~~requirements.~~of ~~Accordingly,~~other acompanies ~~public~~or ~~stockholder~~for ~~would have from the time~~ working capital.

14We 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.

~~Table~~ Sources of ~~Contents~~Target Businesses

weIn no ~~send~~event ~~out~~will our ~~tender~~New ~~offer~~Sponsor ~~materials~~or ~~until~~any ~~the~~of ~~close~~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 ~~tender~~company ~~offer~~prior ~~period~~to, or upin toconnection ~~two days~~with ~~prior~~any services rendered for any services they render in order to effectuate, the ~~vote~~completion onof ~~the~~our initial business combination if(regardless weof ~~distribute~~the ~~proxy~~type ~~materials~~of transaction that it is). None of our New Sponsor, executive asofficers ~~applicable~~or directors, toor ~~tender~~any ~~its~~of ~~shares~~their ifrespective itaffiliates, ~~wishes~~will tobe ~~seek~~allowed to ~~exercise~~receive ~~its~~any ~~redemption~~compensation, ~~rights~~finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination. Commencing ~~Given~~on May 28, 2021, we agreed to pay the ~~relatively~~Original ~~short~~Sponsor ~~exercise~~a ~~period~~total of $10,000 itper ismonth ~~advisable~~until March 13, 2023 and then to pay the New Sponsor from March 13, 2023 for ~~stockholders~~office space, utilities and secretarial and administrative support and to ~~use~~reimburse the ~~electronic~~New ~~delivery~~Sponsor for any out-of-pocket ~~their~~expenses ~~public~~related ~~shares~~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.

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.16

The presence ~~foregoing~~or isabsence ~~different~~of ~~from~~any ~~the~~such ~~procedures~~fees ~~used~~or byarrangements ~~many~~will ~~blank~~not ~~check~~be ~~companies.~~used Inas ~~order~~a tocriterion ~~perfect~~in ~~redemption~~our ~~rights~~selection inprocess ~~connection~~of ~~with~~an ~~their~~initial business combination ~~combinations,~~candidate. ~~many~~We ~~blank~~are ~~check~~not ~~companies~~prohibited ~~would~~from ~~distribute~~pursuing ~~proxy materials for the stockholders’ vote on~~ an initial business combination, ~~and~~with aan ~~holder could simply vote against a proposed~~ initial business combination target ~~and~~that ~~check~~is aaffiliated ~~box~~with onour ~~the~~New ~~proxy~~Sponsor, ~~card~~officers ~~indicating~~or ~~such~~directors ~~holder was seeking to exercise his~~ or ~~her~~making ~~redemption rights. After~~ the initial business combination ~~was~~through ~~approved,~~a ~~the~~joint venture ~~company~~or ~~would~~other ~~contact~~form ~~such~~of ~~stockholder~~shared toownership ~~arrange~~with ~~for~~our ~~him~~New orSponsor, ~~her~~officers ~~to deliver his~~ or ~~her certificate to verify ownership~~directors. AsIf aany ~~result,~~of ~~the~~our ~~stockholder~~officers ~~then~~or ~~had~~directors anbecomes aware ~~“option window” after the completion~~ of ~~the~~an initial business combination ~~during~~opportunity ~~which~~that hefalls orwithin ~~she could monitor~~ the ~~price~~line of ~~the~~business ~~company’s~~of ~~stock~~any inentity ~~the~~to ~~market.~~which Ifhe ~~the~~or ~~price~~she ~~rose~~has pre-existing ~~above~~fiduciary ~~the~~or ~~redemption~~contractual ~~price~~obligations, he or she ~~could~~may ~~sell~~be ~~his~~required ~~or her shares in the open market before actually delivering his or her shares~~ to ~~the~~present ~~company~~such ~~for~~business ~~cancellation.~~combination ~~As a result, the redemption rights,~~ opportunity to ~~which~~such ~~stockholders~~entity ~~were~~prior ~~aware they needed~~ to ~~commit~~presenting ~~before~~such ~~the stockholder meeting, would become “option” rights surviving past the completion of the initial~~ business combination ~~until~~opportunity ~~the~~to ~~redeeming holder delivered its certificate~~us. ~~The~~Our ~~requirement~~officers ~~for~~and ~~physical~~directors orcurrently ~~electronic~~have ~~delivery~~certain relevant ~~prior~~fiduciary toduties ~~the~~or ~~meeting~~contractual ~~ensures~~obligations that amay ~~redeeming~~take ~~holder’s~~priority ~~election~~over totheir ~~redeem~~duties isto ~~irrevocable once the initial business combination is approved~~us.

~~Any~~As previously ~~request~~disclosed, the Company sought to ~~redeem~~close ~~such~~business ~~shares~~combinations with two other companies prior to seeking the Business Combination with Regentis. After deciding to mutually terminate each of those two, ~~once~~the ~~made~~Company started identifying other targets, and ~~may~~received beRegentis’ ~~withdrawn~~information atfrom ~~any~~Maxim. ~~time~~On upFebruary 3, 2023, Maxim introduced Regentis to Mr. Adir and Mr. Ajjarapu. When the ~~date~~Regentis ~~set~~opportunity ~~forth~~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 ~~tender~~deferred ~~offer~~underwriting fees ~~materials~~it orwould receive from OTEC for its role as OTEC IPO underwriter. OTEC confirmed its understanding of Maxim’s role in the ~~date~~Business Combination and deemed it to be not material with regards to conflict of interest as the ~~stockholder~~OTEC ~~meeting~~IPO ~~set~~had ~~forth~~already inbeen consummated ~~our~~on ~~proxy~~June ~~materials~~2, as2021 ~~applicable.~~pursuant ~~Furthermore~~to the Underwriting Agreement, ifMaxim aexercised ~~holder~~its ofover-allotment aoption ~~public~~limited ~~share~~to ~~delivered~~326,000 Units on June 17, 2021 with the remaining over-allotment option terminating on June 22, 2021, and Maxim had waived its ~~certificate~~right of first refusal in ~~connection~~exchange ~~with~~for ana ~~election~~cash payment of ~~redemption~~$2 ~~rights~~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 ~~subsequently~~considered ~~decides~~the ~~prior~~previous arrangement between them to ~~the~~have ~~applicable~~terminated ~~date~~or otherwise expired and there was not toan ~~elect~~ongoing relationship, other than remaining deferred underwriting fees to ~~exercise~~be ~~such~~paid ~~rights,~~as such ~~holder~~compensation ~~may~~had ~~simply~~already ~~request~~been ~~that~~earned. Maxim continued to present companies to OTEC for consideration to the ~~transfer~~extent ~~agent~~that ~~return~~Maxim was engaged by the ~~certificate~~potential ~~(physically~~target oras ~~electronically)~~financial advisor. ItMaxim is not ~~anticipated~~acting ~~that~~as financial advisor to OTEC in the ~~funds~~transaction with Regentis. The cash payment due to beMaxim ~~distributed~~under the amendment to the ~~holders~~underwriting agreement is due to Maxim regardless of ~~our~~whether ~~public~~Maxim ~~shares~~acts ~~electing~~as financial advisor to ~~redeem~~Regentis ~~their~~or ~~shares~~any ~~will~~other bepotential target. ~~distributed~~Thus, ~~promptly~~OTEC ~~after~~believed that the ~~completion~~fee ofdue ~~our~~to ~~initial~~Maxim ~~business~~was ~~combination~~not a conflict from Maxim representing Regentis in this transaction.

IfOn February ~~our~~4, ~~initial~~2023, ~~business~~OTEC ~~combination~~and isRegentis ~~not~~executed ~~approved~~an orNDA, ~~completed~~following ~~for~~which ~~any~~Mr. ~~reason~~Adir, ~~then~~Mr. ~~our~~Ajjarapu, ~~public~~representatives ~~stockholders~~from ~~who~~Maxim, ~~elected~~and torepresentatives from ~~exercise~~Doron ~~their~~Tikotsky ~~redemption~~Kantor ~~rights~~Gutman ~~would~~Nass ~~not~~& beAmit ~~entitled~~Gross (“DTKGG”), Israeli counsel to ~~redeem~~Regentis ~~their~~which ~~shares~~was ~~for~~initially engaged ~~the~~in ~~applicable~~February ~~pro~~2019, ~~rata~~attended ~~share~~an ofinitial ~~the~~meeting ~~Trust~~with ~~Account~~management of Regentis. InAt ~~such~~this ~~case~~meeting, weRegentis’ ~~will~~management team ~~promptly~~presented ~~return~~and ~~any~~provided ~~certificates~~additional ~~delivered~~information byand ~~public~~details ~~holders~~on ~~who~~their ~~elected~~technology, toroadmap, ~~redeem~~regulatory ~~their~~process, ~~shares~~financial statements and projections, market opportunity and business strategy.

IfAfter the ~~our~~meeting ~~initial~~on ~~proposed~~February ~~initial~~4, ~~business~~2023, ~~combination~~the isdata ~~not~~room ~~completed~~for Regentis was opened, wefollowing ~~may~~which, ~~continue~~members toof ~~try~~OTEC’s management, representatives of Nelson Mullins and later, Goldfarb Gross Seligman & Co., Israeli counsel to ~~complete~~OTEC, anwhich ~~initial~~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, ~~combination~~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 ~~different~~reasonable ~~target~~timeline ~~until~~as ~~June~~Regentis 2already completed a two-year audit, ~~2023~~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.

~~Redemption of Public Shares and Liquidation if no Initial Business Combination~~17

~~In a special meeting held on November 29~~Additionally, in ~~2022,~~the ~~shareholders~~weeks ~~approved~~following the ~~Certificate~~execution of ~~Amendment to~~ the ~~Company’s~~NDA ~~Amended~~by OTEC and ~~Restated~~Regentis ~~Certificate~~on ofFebruary ~~Incorporation~~4, ~~(the~~2023, ~~“Charter~~and ~~Amendment”),~~prior ~~changing~~to the ~~structure~~execution ~~and cost~~ of ~~our right to extend~~ the ~~date~~ LOI (~~the~~as ~~“Termination~~defined ~~Date”~~below) by ~~which~~OTEC weand ~~must~~Regentis ~~either~~on ~~(i)~~February ~~consummate a merger~~28, ~~capital stock exchange~~2023, ~~asset~~Mr. ~~acquisition~~Ajjarapu, ~~stock~~Mr. ~~purchase,~~Adir ~~reorganization~~and orMr. ~~similar~~Peterson ~~business~~held ~~combination~~telephonic ~~involving the Company~~ conferences and ~~one~~virtual ormeetings ~~more~~to ~~businesses~~discuss (acommercial ~~“business~~and ~~combination”),~~legal ordue ~~else~~diligence ~~(ii)(a)~~on ~~cease~~Regentis’ ~~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~~assist ~~aggregate~~OTEC ~~amount~~and ~~then~~its ~~on deposit~~ advisors in ~~the~~understanding ~~Trust~~Regentis’ ~~Account,~~financial ~~including~~position ~~interest~~and ~~earned~~business onprospects. ~~the~~Representatives ~~funds held in the Trust Account (less up to $100,000~~ of ~~interest~~OTEC toand ~~pay~~Regentis ~~dissolution~~discussed ~~expenses), divided by~~ the terms ~~number~~ of ~~then~~the ~~outstanding~~Business ~~shares~~Combination ofbetween ~~Common~~the ~~Stock~~parties, ~~which redemption will completely extinguish Public Stockholders’ rights as stockholders (~~including ~~the right to receive further liquidating distributions~~valuation, ifvaluation ~~any),~~methodology and ~~(c)~~financial ~~as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders~~ and ~~the board of directors~~operating projections, ~~liquidate and dissolve,~~ subject ~~in each case~~ to ~~our~~OTEC ~~obligations under Delaware law to provide for claims of creditors~~ and ~~the~~its ~~requirements~~advisors ~~of other applicable law. In the meeting, shareholders~~ further ~~approved~~reviewing andue ~~amendment~~diligence ~~to the Company’s investment management trust agreement (the “Trust Agreement”) dated as~~ of ~~May~~Regentis ~~27, 2021, by~~ and ~~between~~its ~~the~~business ~~Company~~operations. ~~and~~Key ~~Continental~~aspects that ~~Stock~~were ~~Transfer~~considered &throughout ~~Trust~~these ~~Company,~~negotiations ~~allowing the Company to extend the business combination period.~~include:

~~The~~● ~~Charter~~Unmet ~~Amendment~~medical ~~allows~~need usfor toRegentis’ ~~extend~~products ~~the~~in ~~Termination~~U.S. ~~Date by up to six (6) one-month extensions to June 2~~markets, ~~2023 (each of which we refer to as an “Extension”~~Europe, India and ~~such~~other ~~later~~parts ~~date,~~of the ~~“Extended~~world ~~Deadline”).~~and Toresulting ~~obtain~~demand ~~each 1-month extension, our 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~~ products;

15● FDA approval process in the U.S.;

~~Table~~● Stage of ~~Contents~~the FDA approval in the U.S.;

of● ~~the~~Timeframe ~~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~~FDA into ~~the~~approve ~~Trust~~Regentis’ ~~Account~~products ~~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, and the balance~~ in ~~Trust Account of $19.1 million after~~ the ~~November 29, 2022 shareholders meeting~~U.S.;

~~Our~~● ~~New~~Cost ~~Sponsor,~~benefit ~~officers~~analysis 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, 2023 from the closing of ~~our Initial Public Offering. 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~~current ~~Account~~treatment ~~with~~options ~~respect~~available toversus ~~such~~Regentis’ ~~public~~products ~~shares~~providing ifa ~~we fail to complete our initial business combination by June 2, 2023.~~solution;

~~Our~~● ~~New~~Pricing ~~Sponsor, officers~~ and ~~directors~~manufacturing ~~have~~aspects ~~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, 2023 or (ii) with respect to any other provision relating to stockholdersRegentis’ ~~rights~~products 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.US;

We● ~~expect~~Market ~~that~~size ~~all costs and expenses associated with implementing our plan~~ of ~~dissolution,~~Regentis’ asproducts well as payments to any creditors, will be funded from amounts remaining out of the approximately $500,000 of proceeds held outside the Trust Account, 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~~U. 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 expensesS.;

If● weDetails ~~were~~regarding toapproval ~~expend all~~ of ~~the~~Regentis’ ~~net~~products 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~~use ~~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.Europe;

~~Although~~● weStrategy 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~~how 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~~commercialize 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 partyRegentis’s ~~engagement~~products 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~~Europe ~~where~~while ~~management~~waiting ison ~~unable~~FDA toapproval 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~~U.S.;

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

~~Table~~● Market size of ~~Contents~~Regentis’ products in Europe;

In● ~~addition,~~Timeframe 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~~Regentis ~~reason. Our New Sponsor has agreed that it will be liable~~ to uscommercialize ifits ~~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~~Europe ~~Trust~~quickly ~~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.effectively;

In● ~~the~~Details ~~event~~regarding ~~that~~approval ~~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~~Regentis’ ~~date~~products offor ~~the~~use ~~liquidation of the Trust Account, due to reductions~~ in ~~value~~markets 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~~rest 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. Accordinglyworld, weincluding ~~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.~~India;

We● ~~will~~Strategy ~~seek~~for tohow ~~reduce the possibility that our New Sponsor will have~~ to ~~indemnify~~commercialize ~~the~~Regentis’ ~~Trust~~products 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~~rest ~~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~~world, 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. In the event that our offering expenses exceed our estimate of $1,071,000, we may fund such excess with funds from the funds not to be held in the Trust Account. In such case, the amount of funds we intend to be held outside the Trust Account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,071,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding amount.India;

~~Under~~● ~~the~~Pricing 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, 2023 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 anmanufacturing ~~additional~~aspects ~~150-day~~regarding ~~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~~launch of ~~such stockholder~~Regentis’s ~~pro~~products ~~rata~~in ~~share~~India ~~of the claim or the amount distributed to the stockholder,~~ and ~~any~~other ~~liability~~parts of the ~~stockholder would be barred after the third anniversary of the dissolution.~~world;

~~Furthermore,~~● ifMarket ~~the~~size ~~pro rata portion~~ of ~~our~~Regentis’ ~~Trust~~products ~~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, 2023, 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~~rest of ~~a liquidating distribution. If we are unable to complete our initial business combination by June 2, 2023, we will: (i) cease all operations except for~~ the ~~purpose of winding up~~world, ~~(ii)~~specifically ~~as promptly as reasonably possible but not more than ten business days thereafter, redeem~~ the ~~public~~market ~~shares, at a per-share price, payable~~ in ~~cash, equal to the aggregate amount then on deposit in the Trust Account~~ India;

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

~~Table~~● Stage of ~~Contents~~existing financial audits in place; and

~~including~~● ~~interest~~Auditors ~~earned~~engaged ~~on the funds held in the Trust Account~~ and ~~not~~quality ~~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,~~financial 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 lawaudits. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following June 2, 2023 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~~OTEC arrived weat ~~will~~a ~~not~~valuation beproposal ~~complying with Section 280, Section 281(b)~~ of ~~the~~$75 ~~DGCL~~million ~~requires us to adopt a plan,~~ based on ~~facts~~DCF ~~known~~models, toWACC usmodels, ~~at such time that will provide for our payment of all existing~~ and ~~pending~~EBITDA ~~claims~~multiples ormodels. ~~claims~~This ~~that~~valuation ~~may~~was presented beto ~~potentially brought against us within~~ the ~~subsequent~~OTEC 10board ~~years.~~of ~~However,~~directors ~~because~~verbally ~~we are a blank check company, rather than an operating company,~~ and ~~our operations will be limited~~ to ~~searching~~the ~~for~~Maxim ~~prospective~~team ~~target businesses to acquire~~verbally, ~~the~~who ~~only~~presented ~~likely~~such ~~claims~~valuation to ~~arise~~Regentis. ~~would~~Regentis came beback ~~from~~with ~~our~~a ~~vendors~~valuation ~~(such~~expectation asof ~~lawyers,~~$125 ~~investment bankers, etc~~million.) orThe ~~prospective~~discussions ~~target~~on ~~businesses.~~valuation Asbetween ~~described~~OTEC ~~above,~~and ~~pursuant~~Regentis tocontinued ~~the~~with topics ~~obligation~~described ~~contained~~above inbeing ~~our~~argued ~~underwriting~~and ~~agreement,~~weighed weby ~~will~~both ~~seek~~parties toin ~~have~~their ~~all~~valuation ~~vendors,~~proposals ~~service~~in ~~providers,~~numerous ~~prospective~~conference ~~target~~calls ~~businesses~~and electronic ormail ~~other~~communications ~~entities~~between ~~with~~the ~~which~~business wemanagement doteams ~~business~~of ~~execute~~Regentis ~~agreements~~and ~~with~~OTEC. usAs ~~waiving~~the ~~any~~discussions ~~right~~continued, ~~title,~~both sides ~~interest~~made orvaluation ~~claim~~proposals ofthat ~~any~~narrowed ~~kind~~their indifferences orof ~~to any monies held in~~ the ~~Trust~~valuation ~~Account. As a result~~ of ~~this~~Regentis. ~~obligation,~~Regentis ~~the~~advocated ~~claims~~ that ~~could~~with bea ~~made~~swift, more ~~against~~aggressive ustimeline ~~are~~to ~~significantly~~consummate ~~limited and~~ the ~~likelihood~~Business ~~that~~Combination ~~any~~and ~~claim~~bring ~~that~~its ~~would~~products ~~result in any liability extending~~ to ~~the Trust Account is remote. Further~~market, ~~our~~Regentis ~~New~~would ~~Sponsor may~~ be ~~liable~~worth ~~only~~more, while toOTEC ~~the~~advocated ~~extent~~for ~~necessary~~a tolower ~~ensure~~valuation ~~that~~given the ~~amounts~~uncertainty inregarding the ~~Trust~~timeline ~~Account~~to ~~are~~bring ~~not~~Regentis’ ~~reduced~~products ~~below~~to ~~(i) $10~~the market.10 ~~per~~Given ~~public~~the ~~share~~multiple orfactors ~~(ii)~~that ~~such~~were ~~lesser~~considered ~~amount per public share held~~ in the ~~Trust~~negotiations ~~Account~~and ~~as of~~ the ~~date~~multiple ofproposals ~~the~~made ~~liquidation~~by ofboth ~~the Trust Account~~sides, ~~due~~the weighting ~~to reductions in value~~ of the ~~trust~~various ~~assets,~~factors inby each ~~case~~party ~~net~~in ofagreeing ~~the amount of interest withdrawn~~ to ~~pay~~the ~~taxes~~valuation ~~and~~may ~~will~~reflect ~~not~~different beviews ~~liable~~on ~~as to~~ any ~~claims~~factor ~~under~~by ~~our~~both parties. ~~indemnity~~Ultimately, ofafter ~~the~~several ~~underwriters~~rounds of ~~our~~discussions ~~Initial~~with ~~Public~~Regentis, ~~Offering against certain liabilities~~Maxim, ~~including~~and ~~liabilities~~the ~~under~~OTEC Board, the ~~Securities~~valuation ~~Act.~~was Ininitially agreed ~~the~~to ~~event~~be ~~that~~$95 anmillion, ~~executed~~approximately ~~waiver~~$20 ismillion ~~deemed~~higher tothan beOTEC’s ~~unenforceable~~original ~~against~~proposal aand ~~third~~approximately ~~party,~~$30 ~~our~~million ~~New~~lower than ~~Sponsor~~Regentis’ ~~will~~original ~~not~~expectation bebased ~~responsible~~on toeach ~~the~~party’s ~~extent~~evaluation of ~~any~~the ~~liability~~factors ~~for~~that ~~such~~affected ~~third-party~~the ~~claims~~valuation.

IfAfter the wedata ~~file~~room ~~a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed~~review, ~~the~~Mr. ~~proceeds held in the Trust Account could be subject to applicable bankruptcy law~~Adir, ~~and~~Mr. ~~may~~Ajjarapu ~~be included in our bankruptcy estate~~ and ~~subject~~other tomembers ~~the claims~~ of ~~third parties with priority over~~ the ~~claims~~OTEC ofmanagement ~~our~~team ~~stockholders.~~prepared Toa ~~the~~draft ~~extent~~letter ~~any~~of ~~bankruptcy~~intent ~~claims deplete~~ (the ~~Trust Account, we cannot assure you we will be able to return $10~~ “LOI”).10 ~~per~~It ~~share~~was ~~to our public stockholders. Additionally~~presented, 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~~following ~~laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result~~discussions, aapproved ~~bankruptcy court could seek to recover some or all amounts received~~ by ~~our~~the ~~stockholders.~~OTEC ~~Furthermore, our~~ board of directors ~~may~~on beFebruary ~~viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith~~16, ~~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~~2023. ~~We cannot assure you that claims will not be brought against us for these reasons.~~

~~Our~~After approval ~~public~~of ~~stockholders will be entitled to receive funds from~~ the ~~Trust~~OTEC ~~Account~~board ~~only upon the earlier to occur~~ of: ~~(i) the completion of our initial business combination~~directors, ~~(ii)~~ the ~~redemption~~draft ofLOI ~~any~~was ~~public~~sent ~~shares properly tendered in connection with a stockholder vote~~ to ~~amend~~Regentis ~~any~~on ~~provisions~~February 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 216, 2023 ~~or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity~~, ~~and~~outlining ~~(iii)~~ the ~~redemption~~terms of ~~all of our public shares if we are unable to complete our business combination by June 2, 2023, 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~~ prospective 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~~While the LOI was being negotiated, OTEC continued to pursue other potential opportunities.

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 18

18On 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.

~~Table~~Also on February 28, 2023, the new management of ~~Contents~~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.

~~redemption rights may reduce~~ Following the ~~resources~~negotiations ~~available~~between toOTEC ~~us for our initial business combination~~ and ~~our outstanding warrants~~Regentis, ~~and~~ the ~~future~~Regentis ~~dilution~~board ~~they~~of ~~potentially~~directors ~~represent,~~approved ~~may~~the ~~not~~execution ~~be viewed favorably by certain target businesses. Either~~ of ~~these~~the ~~factors~~LOI ~~may~~with ~~place us at a competitive disadvantage in successfully negotiating an initial business combination~~OTEC.

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

~~Our~~On March ~~executive offices are located at 515 Madison Avenue~~7, ~~8th Floor~~2023, ~~Suite~~OTEC ~~8133,~~and ~~New~~Regentis ~~York,~~held NYa ~~10022,~~meeting and ~~our~~negotiated ~~telephone~~the ~~number~~terms isof ~~(929)~~the ~~412-1272.~~LOI, ~~Our~~reviewed ~~executive~~diligence ~~offices~~and ~~are~~discussed ~~provided~~milestones and toother usitems bynecessary ~~an affiliate of our New Sponsor at no cost~~ to ~~us.~~effect Wethe ~~consider~~Business ~~our current office space adequate for our current operations~~Combination.

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

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.19

~~Periodic~~On March ~~Reporting~~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 ~~Information~~Officer of OTEC.

~~Our~~On March ~~internet address is https://oceantechspac.com~~14, ~~to which we regularly post copies of our press releases as well as additional information about us. Our annual reports on Form 10-K~~2023, ~~quarterly~~OTEC ~~reports~~and onRegentis ~~Form~~held ~~10-Q,~~a ~~current~~meeting ~~reports on Form 8-K,~~ and ~~all~~continued ~~amendments~~negotiations toregarding ~~those reports, are available to you free of charge through~~ the ~~Investor~~terms ~~Relations section~~ of ~~our website as soon as reasonably practicable after such materials have been electronically filed with, or furnished to,~~ the ~~Securities~~LOI and ~~Exchange~~reviewed ~~Commission~~additional diligence. 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.

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

19On 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.

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

~~Item~~On March ~~1A.~~27, ~~RISK~~2023, ~~FACTORS~~the parties discussed the merger process and tax consequences with Israeli tax counsel, whereby several drafts of the Merger Agreement were updated.

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

WeOn April ~~are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination~~12, ~~we will have no operations and will generate no operating revenues. In making your decision whether to invest in our Common Stock~~2023, ~~you~~Israeli ~~should~~counsel ~~take~~provided ~~into~~material ~~account~~negotiations ~~not~~on ~~only~~ the ~~background~~Merger ~~of our management team, but also the special risks we face as a blank check company~~Agreement. ~~You should carefully consider these and the other risks set forth below. Such risks include, but are not limited to:~~

●On April We18, ~~are~~2023, athe ~~blank~~accounting ~~check~~and ~~company~~auditing ~~incorporated~~teams inof ~~Delaware~~each onof ~~February~~OTEC 3,and ~~2021~~Regentis ~~with~~held a ~~limited~~meeting ~~operating history~~ and noreviewed ~~revenues~~additional diligence, audit status and ~~you~~relevant ~~have~~terms ~~limited~~of onthe ~~which~~Merger ~~to evaluate are ability to achieve our business objective~~Agreement.

●Also on ~~Our~~April ~~independent~~18, ~~registered~~2023, ~~public~~OTEC ~~accounting~~and ~~firm’s~~Regentis ~~report~~held ~~contains~~a anmeeting ~~explanatory~~and ~~paragraph~~continued ~~that~~negotiations ~~expresses~~regarding ~~substantial~~the ~~doubt~~terms ~~about~~of ~~our~~the ~~ability~~Merger Agreement and reviewed additional diligence. The parties finalized the structure to ~~continue~~be asapproved aby ~~“going~~the ~~concern~~Israeli tax authority.”

●On April ~~Our~~18, ~~public stockholders may not be afforded an opportunity to vote on our proposed initial business combination~~2023, ~~which~~the ~~means~~parties wediscussed ~~may~~obtaining ~~complete our initial business combination even though~~ a ~~majority~~fairness ofopinion, ~~our~~and ~~public~~OTEC ~~stockholders~~entered dointo ~~not~~an ~~support~~engagement ~~such~~letter awith ~~combination~~Mentor.

●On April If20, we2023, ~~seek~~the ~~stockholder~~accounting ~~approval~~and auditing teams of ~~our~~each ~~initial~~of ~~business~~OTEC ~~combination,~~and ~~our~~Regentis ~~initial~~held ~~stockholders~~a ~~have~~meeting ~~agreed~~and toreviewed ~~vote~~additional indiligence, audit ~~favor~~status and relevant terms of ~~such~~the ~~initial~~Merger ~~business~~Agreement. ~~combination,~~The ~~regardless~~parties offurther ~~how~~negotiated ~~our~~representations ~~public~~and ~~stockholders~~warranties ~~vote~~in the Merger Agreement.

●On April ~~Your~~23, ~~only~~2023, ~~opportunity~~OTEC tobegan ~~affect~~setting ~~the~~up ~~investment decision regarding a potential business combination will be limited to~~ the ~~exercise~~Merger ofSub. ~~your~~The ~~right~~parties todiscussed ~~redeem~~finalizing ~~your shares from us for cash, unless we seek stockholder approval of~~ the ~~initial~~Ancillary ~~business~~Documents ~~combination~~and disclosure schedules.

●On April ~~The~~25, ~~ability~~2023, the accounting and auditing teams of ~~our~~each ~~public~~of ~~stockholders~~OTEC toand ~~redeem~~Regentis ~~their~~held ~~shares~~a ~~for~~meeting ~~cash~~and ~~may~~reviewed ~~make~~additional ~~our~~diligence, audit ~~financial~~status ~~condition~~and ~~unattractive~~relevant toterms ~~potential~~of ~~business~~the ~~combination~~Merger ~~targets~~Agreement.

●On April ~~The~~27, ~~ability~~2023, ofthe ~~our~~accounting ~~public~~and ~~stockholders~~auditing toteams ~~exercise~~of ~~redemption~~each ~~rights~~of ~~with~~OTEC ~~respect~~and toRegentis held a ~~large~~meeting ~~number~~and ofreviewed ~~our~~additional ~~shares~~diligence, audit ~~may~~status ~~not~~and ~~allow~~relevant usterms toof ~~complete~~ the ~~most~~Merger ~~desirable business combination or optimize our capital structure~~Agreement.

●On April ~~The~~27, ~~ability~~2023, ofOTEC ~~our~~and ~~public~~Regentis ~~stockholders~~held toa ~~exercise~~meeting ~~redemption~~and ~~rights~~continued ~~with~~negotiations ~~respect~~regarding tothe aterms ~~large number~~ of ~~our shares could increase~~ the ~~probability~~Merger ~~that~~Agreement ~~our~~and ~~initial~~reviewed additional ~~business~~diligence. ~~combination~~The ~~would~~parties bebegan ~~unsuccessful~~negotiating ~~and~~the ~~that~~arrangement ~~you would have to wait~~ for ~~liquidation~~the inEarnout ~~order to redeem your stock~~Shares.

●On April ~~The~~28, ~~requirement~~2023, ~~that~~OTEC weand ~~complete~~Regentis ~~our~~held ~~initial~~a ~~business~~meeting ~~combination~~and ~~within~~continued ~~the~~negotiations ~~prescribed~~regarding ~~time~~the ~~frame~~terms ~~may~~of ~~give~~the ~~potential~~Merger ~~target~~Agreement ~~businesses leverage over us in negotiating an initial business combination~~ and ~~may~~reviewed additional ~~decrease our ability to conduct due~~ diligence. onOTEC ~~potential~~received ~~business~~an ~~combination targets as we approach our dissolution deadline, which could undermine our ability to complete our~~ initial ~~business~~draft ~~combination~~of onthe ~~terms~~fairness ~~that~~opinion ~~would~~regarding ~~produce~~the ~~value~~valuation ~~for~~of ~~our stockholders~~Regentis.

● 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.20

●On April ~~If we seek stockholder approval of our initial business combination~~30, ~~our New Sponsor~~2023, ~~directors,~~the ~~officers,~~parties ~~advisors~~resumed ~~and~~discussions ~~their~~around ~~affiliates~~Israeli ~~may~~tax ~~elect~~consequences toof ~~purchase shares from public stockholders, which may influence a vote on a proposed initial business combination and reduce~~ the ~~public~~Business ~~“float” of our Common Stock~~Combination.

●Specifically, regarding Ifthe anegotiations ~~stockholder~~surrounding ~~fails~~the toAncillary ~~receive notice of our offer to redeem our public shares in connection with our initial business combination~~Documents, orEarnout ~~fails~~Shares toand ~~comply with~~ the ~~procedures~~Closing ~~for~~Cash ~~tendering its shares~~Condition, ~~such~~OTEC ~~shares~~and ~~may~~Regentis focused ~~not~~on bethe ~~redeemed.~~following:

● WeOTEC ~~may~~considered ~~engage~~details inregarding anRegentis’ ~~initial~~product ~~business~~and ~~combination~~available 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.markets;

● ~~You~~After ~~will~~such ~~not~~discussion ~~have~~regarding ~~any~~the ~~rights~~product orand ~~interests~~markets, inRegentis ~~funds~~centered ~~from~~on the ~~Trust~~cash ~~Account,~~needed ~~except~~for ~~under~~the ~~certain~~FDA ~~limited~~clinical ~~circumstances.~~trials Toin ~~liquidate~~the ~~your~~U.S. ~~investment,~~and ~~therefore,~~for ~~you~~the ~~may~~launch beof ~~forced~~the toproduct ~~sell~~in ~~your public shares, potentially at a loss.~~Europe;

● WeThe ~~may~~parties ~~only~~considered bethe ~~able~~amount toof ~~complete~~funds ~~one~~required ~~business~~to ~~combination~~be ~~with~~available in the ~~proceeds~~Trust ofAccount, ~~our~~market ~~Initial~~conditions ~~Public~~in ~~Offering~~the U.S., Europe, India and the ~~sale~~rest of the ~~Private Placement Warrants~~world, ~~which~~and ~~will~~the ~~cause~~current ustrend tofor beredemptions ~~solely~~occurring ~~dependent~~to onother aspecial ~~single~~purpose ~~business~~acquisition ~~which may have a limited number~~companies;

20● 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;

~~Table~~● ofRegentis ~~Contents~~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;

of● ~~services~~Sponsor agreed to work with Maxim, who was acting as financial advisor to Regentis, and ~~limited~~other ~~operating~~advisors ~~activities.~~to ~~This~~negotiate ~~lack~~various ofsoft ~~diversification~~terms ~~may~~before ~~negatively~~signing ~~impact~~any ~~our~~binding ~~operating~~agreements ~~results~~for ~~and~~funding ~~profitability.~~in connection with the Business Combination with Regentis ;

● ~~Our~~OTEC ~~officers~~ and ~~directors~~Regentis ~~will~~continued ~~allocate their time~~ to ~~other~~review ~~businesses~~market ~~thereby~~conditions, ~~causing~~specifically ~~conflicts~~for ofPIPE ~~interest~~Investments, inand ~~their~~discuss ~~determination~~soft asterms, toincluding ~~how~~terms ~~much~~for ~~time~~the tonon-redemption ~~devote~~agreements toand ~~our~~convertible ~~affairs.~~notes, ~~This~~and ~~conflict~~the oftasks ~~interest~~to ~~could~~be ~~have~~completed aby ~~negative~~the ~~impact~~Sponsor onto ~~our~~prepare ~~ability~~for tothe ~~complete~~Closing ~~our~~of ~~initial~~the ~~business~~Business ~~combination.~~Combination;

● ~~Certain~~The ofSponsor ~~our~~Earnout ~~officers~~Shares ~~and~~were ~~directors~~proposed ~~are~~to ~~now,~~pledge and ~~all~~fund ofOTEC ~~them may~~ in ~~the~~an ~~future~~effort ~~become,~~to ~~affiliated~~raise ~~with~~capital ~~entities~~after ~~engaged~~discussing intypical ~~business~~terms ~~activities~~for ~~similar~~such tofinancing ~~those~~with ~~intended~~several toparties ~~be conducted by us~~ and, ~~accordingly,~~to ~~may~~compensate ~~have~~the ~~conflicts~~Sponsor offor ~~interest~~tasks incompleted ~~allocating their time~~ and ~~determining~~investment toin ~~which~~the ~~entity~~Transactions; ~~a particular business opportunity should be presented.~~and

● ~~Provisions~~The inparties ~~our~~also ~~amended~~agreed ~~and~~to ~~restated~~enter ~~certificate~~into ~~of incorporation and Delaware law may inhibit a takeover of us, which could limit~~ the ~~price~~Sponsor ~~investors~~Support ~~might~~Agreement bein ~~willing~~an effort to ~~pay~~raise in the ~~future~~funds for ~~our~~the ~~Common~~Closing ~~Stock and could entrench management~~Condition.

●On May ~~The~~2, ~~banking~~2023, ~~crisis~~OTEC ~~could~~and ~~make~~Regentis itheld ~~more~~a ~~difficult~~meeting toand ~~raise~~continued ~~capital~~negotiations inregarding ~~connection with~~ the ~~closing~~terms of ~~any~~the ~~initial~~Merger ~~business~~Agreement ~~combination~~and reviewed additional diligence.

~~Risks~~Also on ~~Relating~~May to2, ~~Searching~~2023, ~~for~~OTEC and ~~Consummating~~Regentis aexecuted ~~Business~~the ~~Combination~~Merger Agreement and Ancillary Documents.

~~Our~~On May ~~independent~~3, ~~registered~~2023, ~~public~~OTEC ~~accounting~~issued ~~firm’s~~a ~~report~~press ~~contains~~release anand ~~explanatory~~filed ~~paragraph~~a ~~that~~Current ~~expresses~~Report ~~substantial~~on ~~doubt~~Form ~~about~~8-K ~~our~~with ~~ability~~the toSEC ~~continue~~announcing asthe aexecution ~~“going~~of ~~concern~~the Merger Agreement and Ancillary Documents.”

AsIn a ofspecial ~~December~~meeting 31held on May 30, ~~2022~~2023, westockholders ~~had~~approved ~~$35,806~~the inSecond ~~cash~~Amendment ~~and~~to ~~working~~the ~~capital~~Amended ~~deficit~~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,~~209,084~~ 2024 (or such earlier date as determined by OTEC’s board of directors unless extended). ~~Further~~To obtain each 1-month extension, weour ~~expect~~Sponsor or any of their affiliates or designees must deposit into the Trust Account $30,000 for each such one-month extension (pursuant to ~~incur~~non-interest ~~significant~~bearing, ~~costs~~unsecured loan to OTEC in ~~pursuit~~the aggregate of ~~our~~$360,000 for ~~acquisition~~such ~~plans.~~payment ~~Our~~and ~~plans~~in toconnection ~~raise~~with ~~capital~~that ~~and~~loan, OTEC agreed to, ~~consummate~~at ~~our~~Sponsor’s ~~initial~~option, ~~business~~repay ~~combination~~the ~~may~~unsecured ~~not~~loan bein ~~successful.~~cash or Inissue ~~addition~~such lender up to an additional 36,000 ~~management~~shares isof ~~currently~~OTEC ~~evaluating~~common stock, depending on the ~~impact~~aggregate total of the ~~COVID-19~~unsecured loan). ~~pandemic~~In onconnection with the ~~industry~~approval of the Second Amendment to the Amended and ~~its~~Restated ~~effect~~Certificate of Incorporation on ~~our~~May 30, ~~financial~~2023, ~~position~~holders of 1,035,788 ~~results~~of ~~its~~our ~~operations~~public ~~and/or~~shares ~~search~~exercised their right to redeem those shares for a ~~target~~pro ~~company~~rata portion of the funds in the Trust Account for cash at an approximate price of $10.84 ~~These~~per ~~factors~~share, ~~among~~for ~~others,~~an ~~raise~~aggregate ~~substantial~~of ~~doubt~~$11,233,821, ~~about~~leaving 812,715 of our ~~ability~~public toshares ~~continue~~outstanding asafter athe ~~going~~May ~~concern~~30, 2023 stockholders meeting. See the S-4 section entitled “OTEC’s Business—Significant Activities Since Inception—Charter Amendments” for additional details.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.21

~~The~~On July ~~COVID-19 pandemic~~5, ~~has~~2023, ~~resulted~~Regentis informally aengaged ~~widespread~~Maxim ~~health~~to ~~crisis~~serve ~~that~~as ~~has~~its ~~adversely~~financial ~~affected~~advisor ~~the~~to ~~economies~~provide ~~and~~general financial ~~markets~~advisory ~~worldwide,~~ and ~~the~~investment banking ~~business~~services ofto ~~any~~Regentis ~~potential~~in ~~target~~connection ~~business~~ with ~~which~~the weBusiness ~~consummate a business combination could be materially and adversely affected~~Combination. ~~Furthermore,~~Maxim wewill ~~may~~ be ~~unable~~entitled to ~~complete~~ a ~~business~~fee ~~combination~~for ifthose ~~continued~~services ~~concerns relating~~ equal to ~~COVID-19 restrict~~a ~~travel,~~number ~~limit~~of ~~the~~Regentis ~~ability~~ordinary toshares ~~have~~that ~~meetings~~would ~~with~~convert ~~potential~~into ~~investors~~172,800 orshares of the ~~target~~Post-Closing ~~company’s~~Company ~~personnel~~Common Stock, ~~vendors~~contingent upon ~~and~~the ~~services~~Closing. ~~providers~~Maxim ~~are unavailable to negotiate~~ and ~~consummate~~its aaffiliates ~~transaction~~may inprovide aadditional ~~timely~~investment ~~manner.~~banking ~~The~~services ~~extent~~ to ~~which~~Regentis ~~COVID-19 impacts~~and ~~our~~its ~~search~~affiliates ~~for~~or the aPost-Closing ~~business~~Company ~~combination~~in ~~will~~the ~~depend on~~ future ~~developments~~, ~~which~~for ~~are highly uncertain and cannot be predicted, including new information~~ which ~~may~~it ~~emerge~~would ~~concerning~~expect ~~the severity of COVID-19 and the actions~~ to ~~contain~~receive ~~COVID-19 or~~customary ~~treat its impact, among others~~compensation. IfMaxim ~~the~~had ~~disruptions~~been ~~posed~~previously engaged by ~~COVID-19 or~~Regentis ~~other~~in ~~matters~~June of2021 ~~global concern continue for an extensive period of time, our ability~~ to ~~consummate~~serve aas ~~business~~underwriter ~~combination,~~in orconnection ~~the operations of a target business~~ with ~~which~~Regentis’ weprior ~~ultimately~~initial ~~consummate~~public aoffering ~~business~~process that ~~combination,~~did ~~may~~not bemove ~~materially adversely affected~~forward.

WeOn July ~~are~~7, a2023, ~~newly~~OTEC ~~formed~~and ~~company~~Regentis ~~with~~executed noAmendment ~~operating~~No. ~~history~~1 to Agreement and noPlan ~~revenues~~of Merger to increase the merger consideration to $96 million from $95 million to account, ~~and~~in ~~you~~part, ~~have~~for nothe ~~basis~~issuance onof ~~which~~Regentis ordinary shares to ~~evaluate~~Maxim ~~our~~(or ~~ability~~its designees) pre-Closing for the fee to ~~achieve~~which ~~our~~it ~~business~~would ~~objective~~be entitled upon consummation of the Business Combination.

WeOn ~~are~~January a2, ~~blank~~2024, ~~check~~the ~~company~~Company filed with the ~~limited~~SEC ~~operating~~a ~~results~~definitive proxy statement/prospectus, ~~and~~as wesupplemented ~~will~~by ~~not~~the ~~commence~~Form ~~operations~~8-K ~~until~~filed ~~obtaining~~on ~~funding~~January ~~through~~19, ~~our~~2024 ~~Initial~~with ~~Public~~respect ~~Offering.~~to ~~Because~~its Special weMeeting ~~lack~~of anstockholders ~~operating~~to ~~history~~be held on February 9, ~~you~~2024 ~~have~~at no10:30 ~~basis~~a.m. EST to vote upon ~~which~~the proposals detailed in the Proxy Statement including, among others, a proposal to ~~evaluate~~approve ~~our~~and ~~ability~~adopt the Merger Agreement attached to ~~achieve~~the ~~our~~Proxy ~~business~~Statement ~~objective~~as Annex A, by and among the Company, Regentis and Merger Sub. The deadline for holders of ~~completing~~its ~~our~~Class ~~initial~~A ~~business~~common ~~combination~~stock ~~with~~to ~~one~~submit ortheir ~~more~~shares for ~~target~~redemption ~~businesses~~was on February 7, 2024. WeAt ~~have~~the noSpecial ~~plans~~Meeting, ~~arrangements~~the orOTEC ~~understandings~~stockholders ~~with~~voted ~~any~~on ~~prospective~~each ~~target~~proposal ~~business~~presented, ~~concerning~~as andescribed in ~~initial~~the ~~business~~Proxy ~~combination~~Statement, and ~~may~~approved beeach ~~unable~~proposal. toNo ~~complete~~other ~~our~~items ~~initial~~were ~~business~~presented ~~combination~~for stockholder approval at the Special Meeting. In Ifconnection wewith ~~fail~~the Special Meeting, OTEC stockholders holding 800,312 shares of OTEC class A common stock exercised their right to ~~complete~~redeem ~~our~~their ~~initial~~shares ~~business~~for ~~combination~~a pro rata portion of the funds in the Trust Account. The trustee’s preliminary calculations are that approximately $9,227,597 we(approximately ~~will~~$11.53 ~~never~~per ~~generate~~Public ~~any~~Share) ~~operating~~would ~~revenues~~be removed from the Trust Account to pay such holders.

~~Our~~OTEC’s Board ~~public~~of ~~stockholders~~Directors’ ~~may~~Reasons ~~not~~for bethe ~~afforded~~Business anCombination ~~opportunity~~and toRecommendation ~~vote~~of onthe ~~our~~Board ~~proposed initial business combination, which means we may complete our initial business combination even though a majority~~ of ~~our~~Directors ~~public stockholders do not support such a combination.~~

We may choose not to hold a stockholder vote to approve our initial business combination unless the initial business combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for Management Assessment

21OTEC’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.”

~~Table~~Consistent with ofour ~~Contents~~strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We intend to acquire Regentis based on the following factors:

~~business~~● orBenefits ~~other~~from ~~legal~~a ~~reasons.~~Public ~~Except~~Currency asand ~~required~~Access byto ~~law,~~Public ~~the~~Equity ~~decision~~Markets. asOTEC toexpects ~~whether~~that weRegentis will ~~seek~~require ~~stockholder~~additional ~~approval~~capital ofto aexecute ~~proposed~~its ~~initial~~ business ~~combination~~plan orand ~~will~~access to the public equity markets could allow ~~stockholders~~Regentis to ~~sell~~utilize ~~their~~additional ~~shares~~forms toof uscapital, inmore aeasily ~~tender~~raise ~~offer~~additional ~~will~~capital beas ~~made~~necessary byto usbring its products to market, ~~solely~~pursue inhigh-return ~~our~~capital ~~discretion~~projects, and/or ~~will~~strengthen beits ~~based~~balance onsheet aand ~~variety~~recruit ofand ~~factors,~~retain ~~such~~key asemployees through the ~~timing~~use of ~~the~~publicly-traded ~~transaction~~equity compensation. This should hasten its growth and ~~whether~~benefit ~~the~~OTEC ~~terms~~stockholders ofin the ~~transaction~~Post-Closing ~~would~~Company. ~~otherwise~~Thus ~~require~~providing usa long-term benefit to ~~seek~~the ~~stockholder~~Post-Closing ~~approval.~~Company ~~Accordingly,~~stockholders weand ~~may~~increase ~~complete~~returns ~~our~~to ~~initial~~the ~~business~~OTEC ~~combination~~stockholders. ~~even~~In ifaddition ~~holders~~to the benefits of alower ~~majority~~cost of ~~our~~capital, many distributors, manufacturers and other strategic partners prefer to deal with public ~~shares~~companies dorather ~~not~~than ~~approve~~smaller ofprivate companies. Becoming a public company should allow the ~~initial~~Post-Closing ~~business~~Company ~~combination~~to wecapitalize ~~complete~~on this.

If● weHas a Strong Competitive Position. We seek ~~stockholder~~to ~~approval~~invest ofin ~~our~~Regentis ~~initial~~as ~~business~~we ~~combination,~~believe ~~our~~Regentis ~~initial~~possesses ~~stockholders~~a ~~have~~unique ~~agreed~~clinical toproduct ~~vote~~with a sustainable competitive advantage and strong technology protected by a robust patent portfolio in ~~favor~~a large and growing market, but at its current valuation, will provide good growth prospects equity investors. Unlike many of ~~such~~the ~~initial~~potential ~~business~~targets ~~combination~~considered by OTEC, ~~regardless~~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 ~~how~~Regentis ~~our~~as ~~public~~well ~~stockholders~~as ~~vote~~provide downside protection to OTEC stockholders.

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.22

~~Your~~● ~~only~~Operated ~~opportunity~~by toa ~~affect~~Talented ~~the~~and ~~investment~~Incentivized ~~decision~~Management ~~regarding~~Team. We focused on companies with strong and experienced management teams that desire a ~~potential~~significant equity stake in the post-business combination ~~will~~company. beWe ~~limited~~seek to ~~the~~partner ~~exercise~~with Regentis as it possesses an experienced and highly capable management team capable of ~~your~~bringing ~~right~~its products to ~~redeem~~market, ~~your~~with ~~shares~~regulatory ~~from~~approval usalready ~~for~~obtained ~~cash,~~in ~~unless~~Europe. weThe ~~seek~~team ~~stockholder~~is ~~approval~~also ofwell-incentivized and aligned with the ~~initial~~stockholders ~~business~~in ~~combination~~the Post-Closing Company in an effort to create stockholder value through their equity ownership in Regentis.

At● ~~the~~Benefits ~~time~~from ofOur ~~your~~Ability ~~investment~~to inUniquely ~~us,~~Structure ~~you~~Transaction ~~will~~to ~~not~~Unlock beand ~~provided~~Maximize ~~with~~Value. anWe ~~opportunity~~looked tofor ~~evaluate~~situations ~~the~~where ~~specific~~our ~~merits~~extensive orexperience ~~risks~~and ofcreativity ~~our~~can ~~initial~~architect ~~business~~a ~~combination.~~win-win ~~Since~~solution ~~our~~for ~~board~~both sides of ~~directors~~the ~~may~~transaction, ~~complete~~and anbelieve ~~initial~~that ~~business~~both ~~combination~~OTEC ~~without~~and ~~seeking~~Regentis ~~stockholder~~will ~~approval,~~benefit ~~public~~from ~~stockholders~~the ~~may~~Business ~~not~~Combination. ~~have~~The ~~the~~win-win ~~right~~solution orin ~~opportunity~~this tocase ~~vote~~is onidentifying ~~the~~a ~~initial~~company ~~business~~that ~~combination~~will benefit from being public, ~~unless~~and weproviding ~~seek~~it ~~such~~with ~~stockholder~~sufficient ~~vote.~~capital ~~Accordingly,~~to iffund weits donear-term ~~not~~growth ~~seek~~and ~~stockholder~~needs ~~approval,~~as ~~your~~well ~~only~~as ~~opportunity~~positioning it to ~~affect~~grow further in the ~~investment~~future ~~decision~~creating ~~regarding~~long-term avalue ~~potential~~for ~~business~~all ~~combination~~stockholders ~~may~~in bethe ~~limited~~Post-Closing toCompany. ~~exercising~~OTEC ~~your~~has ~~redemption~~already ~~rights~~introduced ~~within~~Regentis ~~the~~to ~~period~~some of ~~time~~its ~~(which~~manufacturing ~~will~~and bedistribution atcontacts ~~least~~in 20India, ~~business days)~~which ~~set~~should ~~forth~~help inthe ~~our~~Post-Closing ~~tender~~Company ~~offer~~grow ~~documents~~faster ~~mailed~~than toit ~~our~~would ~~public~~have ~~stockholders~~ in ~~which~~the weabsence ~~describe~~of ~~our~~these ~~initial business combination~~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 ~~ability~~board of ~~our~~directors ~~public~~and ~~stockholders~~management toof ~~redeem~~OTEC ~~their~~are ~~shares~~of ~~for~~the ~~cash~~view ~~may~~that ~~make~~The ~~our~~Mentor Group, Inc.’s financial ~~condition~~review ~~unattractive~~and tovaluation ~~potential~~analysis ~~business~~provide ~~combination~~further ~~targets,~~confirmation ~~which~~of ~~may~~the ~~make~~reasonableness itof ~~difficult~~the approach and valuation agreed with Regentis for usthe toBusiness ~~enter~~Combination. ~~into~~See anthe ~~initial~~section ~~business~~entitled ~~combination~~“OTEC’s ~~with~~valuation of Regentis” for a ~~target~~discussion of the selection of valuation metrics, arms-length negotiations with Regentis and validation of Regentis transaction value.

WeOther factors 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 rightsinclude, webut 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~~limited 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~~Market Potential. Size and forecast growth rates of ~~our~~the ~~public~~applicable ~~stockholders~~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 ~~exercise~~support ~~redemption~~the ~~rights~~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 ~~respect~~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 ~~large~~Proven ~~number~~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 ~~our~~time. ~~shares~~● ~~may~~Stockholder ~~not~~Liquidity. ~~allow~~The usobligation in the Merger Agreement to ~~complete~~have the ~~most~~Post-Closing ~~desirable~~Company ~~business~~Common ~~combination~~Stock orissued ~~optimize~~as ~~our~~consideration ~~capital~~listed ~~structure~~on the Nasdaq, a major U.S. stock exchange, which OTEC’s board of directors believes has the potential to offer stockholders greater liquidity.

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 23

22● 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.

~~Table~~● Leadership Position. Companies that had a leadership position in their industry or a defensible niche within a target market as a result of ~~Contents~~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.

orThese criteria ~~the~~are ~~incurrence~~not ofintended ~~indebtedness~~to atbe ~~higher than desirable levels~~exhaustive. ~~Furthermore,~~Any ~~this~~evaluation ~~dilution~~relating ~~would increase~~ to the ~~extent~~merits ~~that~~of ~~the~~a ~~anti-dilution~~particular ~~provision~~initial ofbusiness ~~the~~combination may ~~Class B~~be ~~common~~based, ~~stock~~to ~~result in~~ the ~~issuance~~extent ofrelevant, ~~Class A shares~~ on athese ~~greater~~general ~~than~~guidelines ~~one-to-one~~as ~~basis~~well ~~upon~~as ~~conversion~~other ofconsiderations, ~~the~~factors ~~Class B~~and ~~common~~criteria ~~stock~~that ~~at the time of~~ our management ~~business~~may ~~combination~~deem relevant. Particularly, ~~The~~out ~~above~~of ~~considerations~~all ~~may~~of ~~limit~~the ~~our~~potential ~~ability~~targets tothat ~~complete~~management ~~the~~reviewed, Regentis appeared most ~~desirable~~ready ~~business combination available~~ to usbecome orpublic ~~optimize~~within ~~our~~a ~~capital~~reasonable ~~structure.~~timeline ~~The~~as ~~amount~~Regentis ofalready ~~the~~completed ~~deferred~~a ~~underwriting~~two-year ~~commissions~~audit, ~~payable~~and tohad ~~the~~developed ~~underwriters~~a ~~will~~product marketable ~~not~~in beEurope, ~~adjusted~~with ~~for~~the ~~any~~OTEC ~~shares~~Board determining that ~~are~~approval ~~redeemed~~ in ~~connection~~the ~~with~~U.S. anseemed ~~initial business combination~~likely. The ~~per-share~~OTEC ~~amount~~Board wealso ~~will~~obtained ~~distribute to stockholders who properly exercise their redemption rights will not be reduced by~~ the Fairness ~~deferred~~Opinion ~~underwriting~~supporting ~~commission and after such redemptions,~~ the ~~per-share~~valuation ~~value~~ of ~~shares~~Regentis, ~~held~~as byfurther ~~non-redeeming~~discussed ~~stockholders~~herein ~~will~~and ~~reflect~~in ~~our obligation to pay~~ the ~~deferred underwriting commissions~~S-4.

~~The~~OTEC’s board ~~ability~~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 ~~our~~Merger ~~public~~and the Transactions are advisable and in the best interests of OTEC and its stockholders and (ii) to ~~exercise~~recommend ~~redemption~~that ~~rights~~the ~~with~~stockholders ~~respect~~adopt tothe Agreement and Plan of Merger and approve the Business Combination and the Transactions, the board of directors considered a ~~large~~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 ~~our~~factors ~~shares~~considered ~~could~~in ~~increase~~connection with its evaluation of the ~~probability~~Business ~~that~~Combination, ~~our~~the ~~initial~~board ~~business~~of ~~combination~~directors ~~would~~did benot ~~unsuccessful~~consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that ~~you~~it ~~would~~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 ~~wait~~different factors. This explanation of OTEC’s reasons for ~~liquidation~~the Business Combination and all other information presented in ~~order~~this tosection ~~redeem~~is ~~your~~forward-looking ~~stock~~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.”

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.24

WeIn approving ~~have~~the Business Combination, the board of directors relied on a ~~total~~Fairness Opinion issued by Mentor dated July 7, 2023, and other due diligence reports. The officers and directors of upOTEC toalso 18have ~~months~~substantial ~~from~~experience in evaluating the ~~closing~~operating and financial merits of ~~our~~companies ~~Initial~~from ~~Public~~a ~~Offering~~wide torange ~~consummate~~of aindustries ~~business~~and ~~combination~~concluded ~~without~~that ~~submitting~~their ~~such~~experience ~~proposed~~and ~~extension~~background and sector expertise enabled them to ~~our~~make ~~stockholders~~the ~~for~~necessary ~~approval~~analyses orand ~~offering~~determinations ~~our~~regarding ~~public~~the ~~stockholders~~Business ~~redemption~~Combination. ~~rights~~In inaddition, ~~connection~~OTEC’s ~~therewith~~officers and directors have substantial experience with mergers and acquisitions.

InThe board aof ~~special~~directors ~~meeting~~also ~~held~~considered ona ~~November~~variety ~~29, 2022, shareholders approved the Certificate~~ of ~~Amendment~~uncertainties ~~to the Company’s Amended~~ and ~~Restated~~risks ~~Certificate of Incorporation (the “Charter Amendment”), changing the structure~~ and ~~cost~~other ofpotentially ~~our~~negative ~~right~~factors toconcerning ~~extend~~ the Business ~~date (the “Termination Date”) by which we must either (i) consummate a merger~~Combination, ~~capital stock exchange~~including, 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~~limited ~~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, shareholders further approved 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.:

● 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 ~~requirement~~need ~~that~~for weRegentis ~~complete~~to ~~our~~obtain ~~initial~~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 ~~combination~~and ~~within~~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 ~~prescribed~~effects ~~time~~it ~~frame~~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 ~~give~~not be fully achieved or may not be achieved within the expected timeframe. ● Redemption Risk. The potential ~~target~~that ~~businesses~~a ~~leverage~~significant ~~over~~number usof inOTEC ~~negotiating~~stockholders anelect ~~initial~~to ~~business~~redeem ~~combination~~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 ~~decrease~~fail ~~our~~to ~~ability~~provide the respective votes necessary to ~~conduct~~effect ~~due~~the ~~diligence~~Business Combination. ● Closing Conditions. The fact that the completion of the Business Combination is conditioned on ~~potential~~the ~~business~~satisfaction ~~combination~~of ~~targets~~certain asclosing weconditions ~~approach~~that ~~our~~are ~~dissolution~~not ~~deadline~~within OTEC’s control (to the extent not waived by the parties), ~~which~~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 ~~undermine~~indefinitely ~~our~~enjoin ~~ability~~consummation of the Business Combination. ● Liquidation of OTEC. The risks and costs to ~~complete~~OTEC ~~our~~if ~~initial~~the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination onopportunities, ~~terms~~which ~~that~~could ~~would~~result ~~produce~~in ~~value~~OTEC ~~for~~being ~~our~~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.

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, 2023 from the closing of our Initial Public Offering. 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.25

23● 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.

~~Table~~ In addition to considering the factors described above, the board of ~~Contents~~directors also considered other factors including, without limitation:

We● ~~may~~Interests ~~not~~of beOTEC’s ~~able~~Sponsor, toDirectors ~~complete~~and ~~our~~Officers ~~initial business combination within the prescribed time frame,~~ in ~~which case we would cease all operations except for~~ the ~~purpose~~Business ofCombination. ~~winding~~Some upofficers and wedirectors ~~would~~of ~~redeem~~OTEC ~~our~~may ~~public~~have ~~shares~~interests ~~and liquidate,~~ in ~~which~~the ~~case~~Business ~~our~~Combination. ~~public~~See ~~stockholders~~the ~~may~~section ~~only~~titled ~~receive~~“Proposal ~~$10.10~~One ~~per~~— ~~share,~~The orBusiness ~~less~~Combination ~~than~~Proposal ~~such~~— ~~amount~~Interests inof ~~certain~~OTEC’s ~~circumstances~~Sponsor, Directors and ~~our~~Officers ~~warrants~~in ~~will~~the ~~expire~~Business ~~worthless.~~Combination”; and

~~Our~~● ~~amended~~Other ~~and restated certificate of incorporation provides that we must complete our initial business combination by June 2, 2023 from the closing of our Initial Public Offering~~Risks. WeVarious ~~may~~other ~~not~~risks beassociated ~~able~~with toRegentis’ ~~find a suitable target~~ business ~~and 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~~described ~~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~~section ~~amount~~entitled 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 “-Risk IfFactors” ~~third~~appearing ~~parties~~above ~~bring claims against us, the proceeds held~~ in ~~the~~this ~~Trust~~proxy ~~Account could be reduced and the per-share redemption amount received by stockholders may be less than $10~~statement/prospectus.~~10 per share” and other risk factors below.~~

IfThe board weof ~~seek~~directors ~~stockholder~~concluded ~~approval~~that the potential benefits that they expected OTEC and its stockholders to achieve as a result of the ~~our~~Business ~~initial~~Combination ~~business~~outweighed ~~combination,~~the ~~our~~potentially ~~New~~negative ~~Sponsor~~factors associated with the Business Combination. Accordingly, the board of directors, ~~officers~~unanimously determined that the Agreement and Plan of Merger, ~~advisors~~and Transactions and ~~their~~the ~~affiliates~~Business ~~may~~Combination contemplated ~~elect~~therein were advisable, fair to ~~purchase~~and ~~shares~~in orthe ~~warrants~~best ~~from~~interests ~~public~~of OTEC and its stockholders. Particularly, ~~which~~out ~~may~~of ~~influence~~all of athe ~~vote~~potential ontargets that management reviewed, Regentis appeared most ready to become public within a ~~proposed~~reasonable ~~initial~~timeline as ~~business~~Regentis ~~combination~~already completed a two-year audit, and ~~reduce~~had developed a product marketable in Europe, with the ~~public~~OTEC ~~“float”~~Board determining that approval in the U.S. seemed likely. The OTEC Board also obtained the Fairness Opinion supporting the valuation of ~~our~~Regentis, as ~~Common~~further ~~Stock~~discussed herein.

IfOTEC’s management weand ~~seek~~OTEC’s ~~stockholder~~board ~~approval~~ of ~~our~~directors, ~~initial~~in ~~business~~consultation ~~combination~~with OTEC’s business and wefinancial doadvisors, ~~not~~determined that ~~conduct~~the ~~redemptions~~other inalternative ~~connection~~business combination targets with ~~our~~which ~~initial~~discussions ~~business~~with ~~combination~~OTEC’s ~~pursuant~~management progressed to the level ~~tender~~of ~~offer~~negotiating ~~rules~~a letter of intent, ~~our~~were ~~New~~less ~~Sponsor~~attractive than Regentis when taking into account the factors described above and the various targets’ respective management teams, ~~directors~~strategies, ~~officers~~business prospects, ~~advisors~~valuations orand ~~their~~likelihood ~~affiliates~~of ~~may~~execution. Ultimately, ~~purchase~~OTEC ~~shares~~determined orto ~~public~~abandon ~~warrants~~other orpotential aacquisition ~~combination~~opportunities, ~~thereof~~as further described in ~~privately~~more ~~negotiated~~detail ~~transactions~~below, oreither because in(i) ~~the~~OTEC ~~open~~concluded ~~market~~that ~~either~~the ~~prior~~alternative totarget companies or ~~following~~ the ~~completion~~terms of ~~our~~a ~~initial~~potential business combination, ~~although~~with ~~they~~such ~~are~~alternative target ~~under~~companies nowould ~~obligation~~not tobe dosuitable ~~so.~~for ~~However~~OTEC, ~~they~~particularly ~~have~~in nocomparison ~~current~~to ~~commitments,~~the ~~plans~~opportunity for a business combination with Regentis, or ~~intentions~~(ii) tothe ~~engage~~alternative intarget ~~such~~companies ~~transactions~~did ~~and~~not have, or could not ~~formulated~~quickly ~~any~~and ~~terms~~easily orprepare, ~~conditions~~SEC-compliant ~~for~~financial statements ~~any~~on ~~such~~a ~~transactions.~~schedule ~~None~~consistent ofwith ~~the~~OTEC’s ~~funds~~timing inlimitations, ~~the~~or ~~Trust~~posed ~~Account~~extensive ~~will~~structuring, beregulatory ~~used~~or toother considerations ~~purchase~~that ~~shares~~likely would delay a transaction or ~~public~~create ~~warrants~~uncertainty inthat ~~such~~was ~~transactions~~not acceptable to the OTEC board of directors.

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.26

InThe existence ~~addition,~~of iffinancial ~~such~~and ~~purchases~~personal ~~are~~interests ~~made,~~of ~~the~~one ~~public~~or ~~“float”~~more of ~~our~~the ~~Common~~Sponsor’s ~~Stock~~ or ~~public~~OTEC’s ~~warrants~~directors and ~~the~~officers ~~number~~may result in a conflict of ~~beneficial~~interest ~~holders~~on the part of ~~our~~each ~~securities~~such director or officer between what such director or officer may bebelieve is ~~reduced,~~in ~~possibly~~the ~~making~~best itinterests ~~difficult~~of toOTEC ~~obtain~~and its stockholders and what such director or ~~maintain~~officer may believe in the ~~quotation,~~best ~~listing~~interests of such director or ~~trading~~officer in determining to recommend that stockholders vote for the proposals. See the S-4, section entitled “Interests of ~~our~~OTEC’s ~~securities~~Sponsor, onDirectors and Officers in the Business Combination” for a ~~national~~further ~~securities~~discussion ~~exchange~~of these considerations.

~~Changes~~Selection of ina ~~the~~Target ~~market~~Business ~~for directors~~ and ~~officers~~Structuring ~~liability~~of ~~insurance~~our ~~could~~Initial ~~make~~Business ~~it more difficult and more expensive for us to negotiate and complete an initial business combination.~~Combination

~~In recent~~Nasdaq rules ~~months,~~require ~~the~~that we must complete one or more business combinations having an aggregate fair market ~~for~~value ~~directors~~of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and ~~officers~~taxes ~~liability~~payable ~~insurance~~on ~~for~~the interest ~~special~~earned ~~purpose~~on ~~acquisition~~the ~~companies~~Trust ~~has~~Account) ~~changed~~at the time of our signing a definitive agreement in connection with our initial business combination. ~~Fewer~~The ~~insurance~~fair ~~companies~~market ~~are~~value ~~offering~~of ~~quotes~~our ~~for~~initial business combination will be determined by our board of directors ~~and~~based ~~officers~~upon one ~~liability~~or ~~coverage~~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 ~~premiums~~financial ~~charged~~metrics ~~for~~of ~~such~~M&A ~~policies~~transactions ~~have~~of comparable ~~generally~~businesses. ~~increased~~If ~~and~~our board of directors is not able to independently determine the ~~terms~~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 ~~policies~~criteria. ~~have~~While ~~generally~~we ~~become~~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 ~~favorable~~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. ~~There~~We ~~can~~do benot nointend ~~assurance~~to ~~that~~purchase ~~these~~multiple ~~trends~~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 ~~continue~~be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

24In 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.

~~Table~~The Nasdaq ofProposal ~~Contents~~

~~The~~At ~~increased~~the ~~cost~~Special Meeting, ~~and~~OTEC ~~decreased~~stockholders ~~availability~~were ofasked ~~directors~~to ~~and~~vote ~~officers~~on ~~liability~~the ~~insurance~~Nasdaq ~~could~~Proposal, ~~make~~as itnoted ~~more~~in ~~difficult~~the ~~and~~S-4, ~~more~~to ~~expensive~~approve, for uspurposes toof ~~negotiate~~complying with anapplicable ~~initial~~Nasdaq ~~business~~Listing ~~combination.~~Rules, Inthe ~~order~~issuance toof ~~obtain~~more ~~directors~~than 20% of OTEC’s issued and ~~officers~~outstanding ~~liability~~Common ~~insurance~~Stock orin ~~modify~~connection with ~~its~~the ~~coverage~~Business asCombination, aincluding ~~result~~the issuance of ~~becoming~~the amerger ~~public company~~consideration, the ~~post-business combination~~converted ~~entity~~options ~~might~~from ~~need~~the toRegentis ~~incur~~equity plan, ~~greater~~shares ~~expense,~~for ~~accept~~the ~~less~~sponsor’s ~~favorable~~contribution ~~terms~~to orthe ~~both.~~trust ~~However,~~account ~~any~~as ~~failure~~part toof ~~obtain~~each ~~adequate~~extension ~~directors~~option, the earnout shares and shares ~~officers~~in ~~liability~~the ~~insurance~~pipe ~~could~~investment, ~~have~~and anthe ~~adverse~~resulting ~~impact~~change onin control in connection with the ~~post-business combination’s~~Business ~~ability~~Combination. toPlease ~~attract~~see ~~and~~the S-4 ~~retain~~section ~~qualified~~entitled ~~officers~~“Proposal ~~and~~Two ~~directors~~– The Nasdaq Proposal”.

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.27

~~As the number~~ Lack of ~~special~~Business 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 find a target or to consummate an initial business combination.Diversification

InFor an ~~recent years,~~indefinite period of time after the ~~number~~completion of ~~special~~our ~~purpose~~initial ~~acquisition~~business ~~companies~~combination, ~~that~~the ~~have~~prospects ~~been~~for ~~formed~~our ~~has~~success ~~increased~~may ~~substantially.~~depend entirely ~~Many~~on ~~potential~~the ~~targets~~future ~~for~~performance ~~special~~of ~~purpose~~a ~~acquisition~~single ~~companies~~business. ~~have~~Unlike ~~already~~other ~~entered~~entities ~~into~~that anhave ~~initial~~the resources to complete business ~~combination,~~combinations with ~~and~~multiple ~~there~~entities ~~are~~in ~~still~~one ~~many~~or ~~special~~several ~~purpose~~industries, ~~acquisition~~it ~~companies~~is ~~seeking~~probable ~~targets~~that ~~for~~we ~~their~~will ~~initial~~not ~~business~~have ~~combination,~~the asresources ~~well~~to asdiversify ~~many~~our ~~such~~operations and ~~companies~~mitigate ~~currently~~the inrisks ~~registration.~~of Asbeing in a ~~result,~~single atline ~~times~~of business. In addition, ~~fewer~~we ~~attractive~~intend ~~targets~~to ~~may~~focus beour ~~available,~~search ~~and~~for itan ~~may~~initial ~~require~~business combination ~~more~~in ~~time,~~a ~~more~~single ~~effort~~industry. ~~and~~By ~~more~~completing ~~resources~~our toinitial ~~identify~~business acombination ~~suitable~~with ~~target~~only ~~and~~a tosingle ~~consummate~~entity, anour ~~initial~~lack ~~business~~of ~~combination.~~diversification may:

In● ~~addition,~~subject ~~because~~us ~~there are more special purpose acquisition companies seeking~~ to ~~enter~~negative ~~into~~economic, ancompetitive ~~initial~~and ~~business~~regulatory ~~combination with available targets~~developments, ~~the~~any ~~competition for available targets with attractive fundamentals~~ or ~~business~~all ~~models~~of ~~may increase,~~ which ~~could~~may ~~cause~~have ~~targets~~a ~~companies~~substantial toadverse ~~demand~~impact ~~improved~~on ~~financial~~the ~~terms.~~particular ~~Attractive deals could also become scarcer for other reasons, such as economic or~~ industry ~~sector downturns, geopolitical tensions, or increases~~ in ~~the~~which ~~cost~~we ~~of additional capital needed to close business combinations or~~ operate ~~targets~~after ~~post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate~~ our ~~ability to find and 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~~cause us to ~~our~~depend ~~Securities~~on the marketing and sale of a single product or limited number of products or services.

IfLimited Ability ~~a stockholder fails~~ to ~~receive~~Evaluate ~~notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with~~ the ~~procedures~~Target’s ~~for~~Management ~~tendering its shares, such shares may not be redeemed.~~Team

WeAlthough we ~~will~~intended ~~comply~~to ~~with~~closely scrutinize the ~~tender~~management ~~offer~~of ~~rules or~~a ~~proxy~~prospective ~~rules,~~target asbusiness ~~applicable,~~ when ~~conducting~~evaluating ~~redemptions~~the indesirability ~~connection~~of ~~with~~ effecting our initial business combination. ~~Despite our compliance~~ with ~~these rules~~Regentis, ifour aassessment ~~stockholder~~of ~~fails~~such totarget ~~receive~~business’ ~~our~~management ~~tender~~may ~~offer~~not orprove ~~proxy~~to ~~materials,~~be ascorrect. In ~~applicable~~addition, ~~such~~the ~~stockholder~~future management may not ~~become~~have ~~aware~~the ofnecessary ~~the~~skills, ~~opportunity~~qualifications or abilities to ~~redeem~~manage ~~its~~a ~~shares~~public company. Furthermore, Inthe ~~addition,~~future ~~proxy~~role ~~materials~~of ormembers ~~tender~~of ~~offer~~our ~~documents~~management team, asif ~~applicable~~any, ~~that~~in wethe ~~will~~target ~~furnish~~business tocannot ~~holders~~presently ofbe ~~our~~stated ~~public shares in connection~~ with any ~~our~~certainty. ~~initial~~We ~~business~~cannot ~~combination~~assure ~~will~~you ~~describe~~that ~~the~~any ~~various~~of ~~procedures~~our ~~that~~key ~~must~~personnel bewill ~~complied~~remain ~~with~~ in ~~order~~senior tomanagement ~~validly~~or ~~tender~~advisory orpositions ~~redeem~~with the ~~public~~combined ~~shares~~company. ~~For~~The ~~example,~~determination weas ~~may~~to ~~require~~whether any of our ~~public~~key ~~stockholders~~personnel ~~seeking~~will toremain ~~exercise~~with ~~their~~the ~~redemption~~combined ~~rights,~~company ~~whether~~will ~~they~~be ~~are~~made at ~~record~~the ~~holders~~time orof ~~hold~~our ~~their~~initial ~~shares~~business incombination. ~~“street~~The ~~name,”~~determination as to ~~either~~whether ~~tender~~any ~~their~~of ~~certificates~~the tomembers of our ~~transfer~~management ~~agent~~team ~~prior~~will remain towith the ~~date~~combined ~~set~~company ~~forth~~will inbe made at the ~~tender~~time ~~offer~~of ~~documents~~our ~~mailed~~initial tobusiness ~~such~~combination. ~~holders,~~While orit upis topossible ~~two~~that ~~business days~~one ~~prior~~or more toof ~~the~~our ~~vote~~directors onwill ~~the~~remain ~~proposal~~associated toin ~~approve~~some ~~the~~capacity with us following our initial business combination, init ~~the~~is ~~event~~unlikely that weany ~~distribute~~of ~~proxy~~them ~~materials,~~will ordevote their full efforts to ~~deliver~~our ~~their~~affairs ~~shares~~subsequent to ~~the~~our ~~transfer~~initial ~~agent~~business ~~electronically~~combination. InMoreover, ~~the~~we ~~event~~cannot assure you that amembers ~~stockholder~~of ~~fails~~our tomanagement ~~comply~~team ~~with~~will ~~these~~have significant experience or ~~any~~knowledge ~~other~~relating ~~procedures,~~to ~~its~~the ~~shares~~operations ~~may~~of ~~not~~the particular betarget ~~redeemed~~business.

~~You~~Following an ~~will~~initial ~~not~~business ~~have~~combination, ~~any~~we ~~rights~~may orseek ~~interests~~to inrecruit ~~funds~~additional ~~from~~managers ~~the~~to ~~Trust~~supplement ~~Account,~~the ~~except~~incumbent ~~under~~management ~~certain~~of ~~limited~~the ~~circumstances~~target business. ToWe ~~liquidate~~cannot ~~your~~assure ~~investment,~~you ~~therefore,~~that ~~you~~we ~~may~~will behave ~~forced~~the ability to ~~sell~~recruit ~~your~~additional ~~public~~managers, ~~shares~~ or ~~warrants~~that additional managers will have the requisite skills, ~~potentially~~knowledge ator aexperience ~~loss~~necessary to enhance the incumbent management.

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, 2023 from the closing of our Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination 28

25Permitted Purchases of our Securities

~~Table~~If we seek stockholder approval of ~~Contents~~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.

~~activity~~The purpose ~~and~~of ~~(iii)~~any ~~the~~such ~~redemption~~purchases of ~~our~~shares ~~public~~could be to vote such shares ifin wefavor ~~are~~of ~~unable~~the toinitial ~~complete~~business ancombination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination byor ~~June~~to 2,satisfy ~~2023~~a ~~from~~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~~initial business ~~Public Offering~~combination, ~~subject~~where toit ~~applicable~~appears ~~law~~that ~~and~~such asrequirement ~~further~~would ~~described~~otherwise ~~herein~~not be met. InThe nopurpose ~~other~~of ~~circumstances~~any ~~will~~such apurchases of public ~~stockholder~~warrants ~~have~~could ~~any~~be ~~right~~to orreduce ~~interest~~the number of public warrants outstanding or to vote such warrants on any ~~kind~~matters insubmitted to the ~~Trust~~warrant ~~Account~~holders for approval in connection with our initial business combination. ~~Holders~~Any such purchases of ~~warrants~~our ~~will~~securities may result in the completion of our initial business combination that may not otherwise have ~~any~~been ~~right~~possible. toIn ~~the~~addition, ~~proceeds~~if ~~held~~such purchases inare made, the ~~Trust~~public ~~Account~~“float” ~~with~~of ~~respect~~our toshares ~~the~~of Common Stock or warrants. ~~Accordingly,~~may tobe ~~liquidate~~reduced ~~your~~and ~~investment,~~the ~~you~~number of beneficial holders of our securities may be ~~forced~~reduced, towhich ~~sell~~may ~~your~~make ~~public~~it ~~shares~~difficult to maintain or ~~warrants~~obtain the quotation, ~~potentially~~listing or attrading of our securities on a ~~loss~~national securities exchange.

~~Nasdaq~~Our New Sponsor, officers, directors and/or their affiliates anticipate that they may ~~delist~~identify ~~our~~the ~~securities~~stockholders ~~from~~with ~~trading~~whom onour ~~its~~New Sponsor, ~~exchange~~officers, ~~which~~directors ~~could~~or ~~limit~~their ~~investors’~~affiliates ~~ability~~may topursue ~~make~~privately ~~transactions~~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 ~~securities~~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 ~~subject~~contact usonly potential selling stockholders who have expressed their election to ~~additional~~redeem ~~trading~~their ~~restrictions~~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.

~~Our~~Any purchases ~~securities~~by ~~are listed on Nasdaq. Although after giving effect to~~ our ~~Initial~~New ~~Public~~Sponsor, ~~Offering we expect to meet~~officers, ondirectors aand/or ~~pro~~their ~~forma~~affiliates ~~basis,~~who ~~the~~are ~~minimum~~affiliated ~~initial~~purchasers ~~listing~~under ~~standards~~Rule 10b-18 under ~~set forth in~~ the ~~Nasdaq~~Exchange ~~listing~~Act ~~standards, we cannot assure you that our securities~~ will ~~continue~~only to be, ~~listed~~made onto ~~Nasdaq in~~ the ~~future~~extent orsuch ~~prior~~purchases toare ~~our~~able ~~initial business combination. In order~~ to ~~continue~~be ~~listing~~made ~~our~~in ~~securities~~compliance onwith ~~Nasdaq prior to our initial business combination~~Rule 10b-18, which weis ~~must~~a ~~maintain~~safe ~~certain~~harbor ~~financial,~~from ~~distribution~~liability ~~and~~for ~~stock~~manipulation ~~price~~under ~~levels. Generally, we must maintain~~ Section 9(a ~~minimum amount in stockholders’ equity~~ )(~~generally $~~2~~,500,000~~) and aRule 10b-5 ~~minimum number~~ of ~~holders~~the ofExchange ~~our~~Act. Rule 10b-18 ~~securities~~has ~~(generally~~certain ~~300~~technical ~~public~~requirements ~~holders).~~that ~~Additionally,~~must inbe ~~connection~~complied with ~~our~~in ~~initial~~order ~~business~~for ~~combination,~~the wesafe ~~will~~harbor to be ~~required~~available to the ~~demonstrate~~purchaser. ~~compliance~~Our ~~with~~New ~~Nasdaq’s initial listing requirements~~Sponsor, ~~which are more rigorous than Nasdaq’s continued listing requirements~~officers, indirectors ~~order~~and/or totheir ~~continue~~affiliates towill ~~maintain~~not ~~the~~make ~~listing~~purchases of ~~our~~common ~~securities on Nasdaq. For instance, our~~ stock ~~price~~if the purchases would ~~generally~~violate beSection 9(a)(2) or ~~required~~Rule 10b-5 toof bethe atExchange ~~least $4~~Act.00 ~~per~~Any ~~share,~~such ~~our~~purchases ~~stockholders’~~will ~~equity would generally~~ be ~~required~~reported pursuant to Section 13 ~~be at least $5.0 million~~ and weSection 16 ~~would be required to have a minimum~~ of ~~300~~the ~~round~~Exchange ~~lot~~Act ~~holders~~to ofthe ~~our~~extent ~~securities.~~such Wepurchases ~~cannot~~are ~~assure~~subject ~~you that we will be able~~ to ~~meet~~such ~~those~~reporting ~~initial listing~~ requirements ~~at that time~~.

IfRedemption Rights ~~Nasdaq~~for ~~delists~~Public ~~our~~Stockholders ~~securities~~upon ~~from~~Completion ~~trading~~of ~~on its exchange and we are not able to list~~ our ~~securities~~Initial onBusiness ~~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:~~Combination

●We will provide our public stockholders with the opportunity to redeem all or a ~~limited~~portion ~~availability~~of their shares of ~~market~~Common ~~quotations~~Stock ~~for~~upon the completion of our ~~securities;~~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 ~~liquidity~~by ~~for~~the ~~our~~deferred ~~securities;~~underwriting commissions we will pay to the underwriters.

● 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;29

●Our New Sponsor, officers and directors have entered into a ~~limited~~letter ~~amount~~agreement ofwith ~~news~~us, ~~and~~pursuant ~~analyst~~to ~~coverage;~~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 aConducting ~~decreased ability to issue additional securities or obtain additional financing in the future.~~Redemptions

~~The~~We will ~~National~~provide ~~Securities~~our ~~Markets~~public ~~Improvement~~stockholders ~~Act~~with ofthe ~~1996,~~opportunity ~~which~~to isredeem aall ~~federal statute, prevents~~ or ~~preempts~~a ~~the~~portion ~~states~~of ~~from~~their ~~regulating~~shares ~~the sale~~ of ~~certain~~Common ~~securities,~~Stock ~~which~~upon ~~are~~the completion ~~referred~~of ~~to as “covered securities.” Because we expect that~~ our ~~Units~~initial ~~and~~business ~~eventually~~combination ~~our~~either ~~Common~~(i) following ~~Stock~~the ~~and~~Special ~~warrants~~Meeting ~~will~~to beapprove ~~listed~~the onBusiness ~~Nasdaq,~~Combination or ~~our~~(ii) by ~~Units,~~means ~~Common~~of ~~Stock~~a ~~and~~tender ~~warrants will be covered securities~~offer. ~~Although~~The ~~the~~decision ~~states~~as ~~are~~to ~~preempted~~whether ~~from~~we ~~regulating~~sought ~~the~~stockholder ~~sale~~approval of ~~our~~the ~~securities,~~proposed ~~the~~initial ~~federal~~business combination ~~statute~~or ~~does~~shall ~~allow~~conduct ~~the~~a ~~states~~tender tooffer, ~~investigate~~will ~~companies~~be ifmade ~~there~~by isus, asolely ~~suspicion~~in ofour ~~fraud~~discretion, and, ifwill ~~there~~be isbased on a ~~finding~~variety of ~~fraudulent~~factors such ~~activity,~~as ~~then~~ the ~~states~~timing ~~can~~of ~~regulate or bar~~ the ~~sale~~transaction ofand ~~covered~~whether ~~securities~~the interms ~~a particular case. While we are not aware~~ of athe ~~state~~transaction ~~having~~would ~~used~~require ~~these~~us ~~powers~~ to ~~prohibit~~seek orstockholder ~~restrict~~approval under the ~~sale~~law ofor ~~securities~~stock ~~issued~~exchange bylisting ~~blank~~requirement. ~~check~~Under ~~companies,~~Nasdaq ~~other than the State of Idaho~~rules, ~~certain~~asset ~~state~~acquisitions ~~securities regulators view blank check companies unfavorably~~ and ~~might~~stock ~~use~~purchases ~~these~~would ~~powers,~~not ortypically require ~~threaten~~stockholder toapproval ~~use~~while ~~these~~direct ~~powers,~~mergers towith ~~hinder~~our ~~the~~company ~~sale~~where ofwe ~~securities~~do ofnot ~~blank~~survive ~~check~~and ~~companies~~any intransactions ~~their~~where ~~states. Further, if~~ we ~~were~~issue more nothan ~~longer~~20% ~~listed~~of ~~on Nasdaq,~~ our ~~securities~~outstanding ~~would~~common ~~not~~stock beor ~~covered~~seek ~~securities and we would be subject~~ to ~~regulation~~amend ~~in each state in which we offer~~ our ~~securities,~~amended ~~including~~and inrestated ~~connection~~certificate ~~with~~of ~~our~~incorporation ~~initial~~would ~~business~~require stockholder ~~combination~~approval.

~~You~~As ~~will~~previously ~~not~~disclosed, bewe ~~entitled~~sought tostockholder approval ~~protections~~at ~~normally~~the ~~afforded~~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 ~~investors~~redeem their shares for a pro rata portion of ~~many~~the funds ~~other~~in ~~blank~~the ~~check~~Trust ~~companies~~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.

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 30

26Our 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.

~~Table~~The New Sponsor beneficially owns and was entitled to vote an aggregate of ~~Contents~~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.

~~combination~~Our amended ~~than~~and dorestated ~~companies~~certificate ~~subject~~of toincorporation ~~Rule 419.~~provides ~~Moreover,~~that ifin no event will we redeem our ~~Initial~~public ~~Public~~shares ~~Offering~~in ~~were~~an ~~subject~~amount that would cause our net tangible assets to ~~Rule 419~~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 ~~rule would~~we ~~prohibit~~are not subject to the ~~release~~SEC’s “penny ofstock” rules) or any ~~interest~~greater ~~earned~~net ontangible ~~funds~~asset ~~held~~or cash requirement which may be contained in the ~~Trust~~agreement relating ~~Account~~ to usour ~~unless~~initial ~~and~~business ~~until~~combination. For example, the ~~funds~~proposed ininitial business combination may require: (i) cash consideration to be paid to the ~~Trust~~target ~~Account~~or ~~were~~its ~~released~~owners, (ii) cash to usbe transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in ~~connection~~accordance with ~~our~~the ~~completion~~terms of anthe 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.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Common Tendering Stock, ~~you~~Certificates ~~will lose the ability to redeem all such shares~~ in ~~excess~~Connection ofwith ~~15%~~a ofTender ~~our~~Offer ~~Common~~or ~~Stock.~~Redemption Rights

IfWe may werequire ~~seek~~our ~~stockholder~~public ~~approval~~stockholders ofseeking ~~our~~to ~~initial~~exercise ~~business~~their ~~combination~~redemption ~~and~~rights, wewhether dothey ~~not~~are ~~conduct~~record ~~redemptions~~holders inor ~~connection~~hold ~~with~~their shares ~~our~~in ~~initial~~“street ~~business~~name,” ~~combination pursuant~~ to ~~the~~either tender ~~offer~~their ~~rules,~~certificates to our ~~amended~~transfer ~~and~~agent ~~restated~~prior ~~certificate~~to ofthe ~~incorporation~~date ~~provides~~set ~~that~~forth ain the ~~public~~tender ~~stockholder,~~offer ~~together~~documents ~~with any affiliate of such stockholder~~ or ~~any~~proxy ~~other~~materials ~~person~~mailed ~~with~~to ~~whom~~ such ~~stockholder~~holders, isor ~~acting~~up into ~~concert~~two orbusiness days asprior ato ~~“group”~~the ~~(as~~vote ~~defined~~on ~~under~~the proposal ~~Section 13~~to ofapprove the ~~Exchange~~initial ~~Act),~~business ~~will~~combination bein ~~restricted~~the ~~from~~event ~~seeking~~we ~~redemption~~distribute ~~rights~~proxy ~~with~~materials, ~~respect~~or to ~~more~~deliver ~~than~~their anshares ~~aggregate~~to the oftransfer ~~15%~~agent ofelectronically using the ~~shares~~Depository ~~sold~~Trust inCompany’s ~~our~~DWAC ~~Initial~~(Deposit/Withdrawal ~~Public~~At ~~Offering~~Custodian) ~~without our prior consent~~System, ~~which~~at the weholder’s ~~refer~~option. toThe astender ~~the~~offer ~~“Excess~~or ~~Shares.”~~proxy ~~However~~materials, weas ~~would~~applicable, ~~not~~that bewe ~~restricting~~furnished ~~our stockholders’ ability~~ to ~~vote~~holders ~~all~~ of ~~their~~our public shares in ~~(including~~connection ~~Excess~~with ~~Shares) for or against~~ our initial business combination. ~~Your~~indicated ~~inability~~whether towe ~~redeem~~were ~~the~~requiring ~~Excess~~public ~~Shares~~stockholders ~~will reduce your influence over our ability~~ to ~~complete~~satisfy ~~our~~such ~~initial~~delivery requirements. ~~business~~Accordingly, ~~combination~~a ~~and~~public ~~you~~stockholder ~~could~~would ~~suffer~~have afrom ~~material~~the ~~loss~~time onwe ~~your~~send ~~investment~~out inour ustender ifoffer ~~you~~materials ~~sell~~until ~~Excess~~the ~~Shares~~close of inthe ~~open~~tender ~~market~~offer ~~transactions. Additionally~~period, ~~you~~or ~~will~~up ~~not~~to ~~receive~~two days ~~redemption~~prior ~~distributions with respect~~ to the ~~Excess~~vote ~~Shares~~on ifthe ~~we complete our~~ initial business combination. ~~And~~if aswe adistribute ~~result~~proxy materials, ~~you~~as ~~will~~applicable, ~~continue~~ to ~~hold~~tender ~~that~~its ~~number of~~ shares ~~exceeding~~if ~~15%~~it ~~and,~~wishes into ~~order~~seek to ~~dispose~~exercise ofits ~~such~~redemption ~~shares,~~rights. ~~would~~Given bethe ~~required~~relatively toshort exercise ~~sell~~period, ~~your~~it ~~stock~~is inadvisable ~~open~~for ~~market~~stockholders ~~transactions,~~to ~~potentially~~use atelectronic adelivery ~~loss~~of their public shares.

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.31

WeThere is ~~expect to encounter intense competition from other entities having~~ a ~~business~~nominal ~~objective~~cost ~~similar~~associated towith ~~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~~above-~~established~~referenced ~~and~~tendering ~~have~~process ~~extensive experience in identifying~~ and ~~effecting,~~the ~~directly~~act ~~or indirectly, acquisitions~~ of ~~companies~~certificating ~~operating~~the inshares or ~~providing~~delivering them ~~services~~through tothe ~~various~~DWAC ~~industries~~System. ~~Many~~The oftransfer ~~these~~agent ~~competitors~~will ~~possess~~typically ~~greater~~charge ~~technical,~~the ~~human~~tendering ~~and~~broker ~~other resources or more industry knowledge than we do,~~ and ~~our~~it ~~financial~~would ~~resources will~~ be ~~relatively~~up ~~limited~~to ~~when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with~~ the ~~net~~broker ~~proceeds~~whether or ofnot ~~our~~to ~~Initial~~pass ~~Public~~this ~~Offering~~cost ~~and~~on ~~the~~to ~~sale of~~ the ~~Private~~redeeming ~~Placement~~holder. ~~Warrants~~However, ~~our~~this ~~ability~~fee towould ~~compete with respect to the acquisition of certain target businesses that are sizable will~~ be ~~limited~~incurred byregardless ~~our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition~~ of ~~certain~~whether ~~target~~or ~~businesses.~~not ~~Furthermore, because~~ we ~~are~~require holders ~~obligated~~seeking to ~~pay~~exercise ~~cash~~redemption ~~for~~rights ~~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 ustender ~~for~~their ~~our initial business combination~~shares. ~~This~~The ~~may~~need ~~place us at a competitive disadvantage in successfully negotiating an initial business combination. If we are unable~~ to ~~complete~~deliver ~~our~~shares ~~initial~~is ~~business~~a ~~combination,~~requirement ~~our~~of ~~public~~exercising redemption ~~stockholders~~rights ~~may~~regardless ~~receive~~of ~~only approximately $10.10 per share on~~ the ~~liquidation~~timing of ~~our~~when ~~Trust~~such ~~Account~~delivery ~~and~~must ~~our~~be ~~warrants will expire worthless~~effectuated. ~~In certain circumstances, our public stockholders may receive less than $10.10 per share upon our liquidation.~~

IfThe foregoing is different from the ~~net~~procedures ~~proceeds~~used ofby ~~our~~many ~~Initial~~blank ~~Public~~check ~~Offering~~companies. ~~and~~In ~~the~~order ~~sale~~to ofperfect ~~the~~redemption ~~Private~~rights ~~Placement~~in ~~Warrants~~connection with ~~not~~their ~~being~~business ~~held~~combinations, inmany ~~the~~blank ~~Trust~~check ~~Account~~companies ~~are~~would ~~insufficient~~distribute toproxy ~~allow~~materials usfor tothe ~~operate~~stockholders’ byvote on ~~June~~an 2initial business combination, ~~2023~~and toa ~~consummate~~holder could simply vote against a proposed initial business combination, weand ~~may~~check bea box ~~unable~~on the proxy card indicating such holder was seeking to ~~complete~~exercise ~~our~~his or her redemption rights. After the initial business combination was approved, inthe 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 ~~case~~he ~~our~~or ~~public~~she ~~stockholders~~could ~~may~~monitor ~~only~~the ~~receive~~price ~~$10~~of the company’s stock in the market.10 ~~per~~If ~~share~~the price rose above the redemption price, he or ~~less~~she ~~than~~could ~~such~~sell ~~amount~~his or her shares in ~~certain~~the ~~circumstances~~open market before actually delivering his or her shares to the company for cancellation. As a result, ~~and~~the ~~our~~redemption ~~warrants~~rights, ~~will~~to ~~expire~~which ~~worthless~~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.

~~The~~Any request ~~funds available~~ to usredeem ~~outside~~such ofshares, ~~the~~once ~~Trust~~made, ~~Account~~ may ~~not~~ be ~~sufficient~~withdrawn toat ~~allow~~any ustime toup ~~operate by June 2, 2023~~ to ~~consummate a business combination, assuming that our initial business combination is not completed during that time. We believe that~~ the ~~funds~~date ~~available~~set toforth usin ~~outside of~~ the ~~Trust~~tender ~~Account~~offer ~~will~~materials or ~~be sufficient to allow us to operate by June 2, 2023 to consummate a business combination; however, we cannot assure you that our estimate is accurate. Of~~ the ~~funds~~date ~~available to us, we could use a portion~~ of the ~~funds~~stockholder ~~available~~meeting toset usforth toin ~~pay fees to consultants to assist us with~~ our ~~search~~proxy ~~for~~materials, aas ~~target business~~applicable. WeFurthermore, ~~could~~if ~~also use~~ a ~~portion~~holder of ~~the funds as~~ a ~~down~~public ~~payment~~share delivered orits tocertificate ~~fund a “no-shop” provision (a provision~~ in ~~letters~~connection ~~of intent or merger agreements designed to keep target businesses from “shopping” around for transactions~~ with ~~other~~an ~~companies~~election onof ~~terms~~redemption ~~more~~rights ~~favorable~~and tosubsequently ~~such~~decides ~~target~~prior ~~businesses) with respect~~ to athe ~~particular~~applicable date ~~proposed initial business combination, although we do~~ not ~~have~~to ~~any~~elect ~~current intention~~ to doexercise ~~so.~~such Ifrights, wesuch ~~entered~~holder ~~into~~may asimply ~~letter~~request ofthat ~~intent~~the ortransfer ~~merger~~agent ~~agreement~~return ~~where we paid for~~ the ~~right~~certificate ~~to receive exclusivity from a target business and were subsequently required to forfeit such funds~~ (~~whether as a result of our breach~~ physically or ~~otherwise~~electronically),. weIt ~~might~~is ~~not~~anticipated ~~have~~that ~~sufficient~~the funds to ~~continue~~be ~~searching~~distributed ~~for,~~to orholders ~~conduct~~of ~~due~~our ~~diligence~~public ~~with~~shares ~~respect~~electing to, aredeem ~~target~~their shares ~~business.~~will Ifbe wedistributed ~~are~~promptly ~~unable~~after tothe ~~complete~~completion of our initial business combination~~, our public~~ .

27If 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.

~~Table~~If our ofinitial ~~Contents~~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).

~~stockholders may receive only approximately $10.10 per share on the liquidation~~ Redemption of ~~our~~Public ~~Trust~~Shares ~~Account~~ and ~~our~~Liquidation ~~warrants~~if ~~will~~no ~~expire~~Initial ~~worthless.~~Business ~~In certain circumstances, our public stockholders may receive less than $10.10 per share upon our liquidation.~~Combination

IfOn June ~~the~~2, ~~net~~2022, ~~proceeds of our Initial Public Offering and~~ the ~~sale~~Company ofextended the ~~Private~~deadline ~~Placement Warrants not being held in the Trust Account are insufficient, it could limit the amount available~~ to ~~fund our search for a target business or businesses and~~ complete ~~our~~its initial business combination ~~and~~by wesix ~~will~~months ~~depend on loans~~ from ~~our~~June ~~New~~2, ~~Sponsor~~2022 ~~or management team~~ to December ~~fund our search for an initial business combination~~2, to2022. ~~pay~~The ~~our~~extension ~~franchise~~was ~~and~~permitted ~~income~~under ~~taxes~~the ~~and~~Company’s togoverning ~~complete~~documents. ~~our~~In ~~initial~~connection ~~business~~with ~~combination.~~such Ifextensions, the weCompany ~~are~~caused ~~unable~~ to ~~obtain~~be ~~these~~deposited ~~loans,~~into wethe ~~may~~Trust beAccount ~~unable~~$1,548,900 tofor ~~complete~~each ~~our~~such ~~initial business combination~~extension.

OfIn a ~~the~~special ~~net~~meeting ~~proceeds~~held ofon ~~our~~November ~~Initial~~29, ~~Public~~2022, ~~Offering~~our ~~and~~stockholders ~~the~~approved ~~sale of~~ the ~~Private~~First ~~Placement~~Charter ~~Warrants~~Amendment, ~~only~~changing ~~approximately $500,000 will be available to us initially outside~~ the ~~Trust~~structure ~~Account~~and cost toof ~~fund~~ our ~~working~~right ~~capital~~to ~~requirements.~~extend In the ~~event~~date ~~that~~by ~~our~~which ~~offering~~we ~~expenses~~must ~~exceed~~either ~~our~~(i) ~~estimate~~consummate ofa $1merger,~~071,000,~~ wecapital ~~may~~stock ~~fund~~exchange, ~~such~~asset ~~excess~~acquisition, stock ~~with~~purchase, ~~funds~~reorganization ~~not~~or tosimilar bebusiness ~~held~~combination ininvolving the ~~Trust~~Company ~~Account.~~and Inone ~~such~~or ~~case~~more businesses, ~~the~~or ~~amount~~else of(ii)(a) cease ~~funds~~all weoperations ~~intend~~except tofor ~~be held outside~~ the ~~Trust~~purpose ~~Account~~of ~~would~~winding ~~decrease~~up, by(b) aas ~~corresponding~~promptly ~~amount.~~as ~~The~~reasonably ~~amount~~possible ~~held~~but innot ~~the~~more ~~Trust~~than ~~Account~~ten ~~will~~business days ~~not~~thereafter, beredeem ~~impacted~~the asshares ~~a result~~ of ~~such~~Common ~~increase~~Stock, orat ~~decrease.~~a ~~Conversely~~per-share price, payable in ~~the~~cash, ~~event~~equal ~~that~~to the ~~offering~~aggregate ~~expenses~~amount ~~are~~then on ~~less~~deposit ~~than~~in ~~our~~the ~~estimate~~Trust ~~of $1~~Account,~~071,000,~~ ~~the~~including ~~amount~~interest ofearned ~~funds~~on wethe ~~intend~~funds ~~to be~~ held ~~outside~~in the Trust Account ~~would~~(less ~~increase~~up byto a$100,000 ~~corresponding~~of ~~amount. If we are required~~ interest to ~~seek~~pay ~~additional~~dissolution ~~capital~~expenses), wedivided ~~would~~by ~~need~~the tonumber ~~borrow~~of ~~funds~~then ~~from~~outstanding ~~our~~shares ~~New~~of ~~Sponsor~~Common Stock, ~~management~~which ~~team~~redemption orwill ~~other~~completely extinguish ~~third~~Public ~~parties~~Stockholders’ torights ~~operate~~as orstockholders ~~may~~(including bethe ~~forced~~right to ~~liquidate.~~receive ~~None~~further ofliquidating ~~our~~distributions, if ~~New Sponsor~~any), ~~members~~and of(c) ~~our~~as ~~management~~promptly ~~team~~as ~~nor~~reasonably ~~any~~possible offollowing ~~their~~such ~~affiliates~~redemption, issubject ~~under~~to ~~any~~the ~~obligation~~approval toof ~~advance~~the ~~funds~~remaining tostockholders and usthe inboard ~~such~~of ~~circumstances.~~directors, ~~Any~~liquidate ~~such~~and ~~advances~~dissolve, ~~would~~subject bein ~~repaid~~each ~~only~~case ~~from~~to ~~funds~~our ~~held~~obligations ~~outside~~under ~~the~~Delaware ~~Trust~~law ~~Account~~to orprovide ~~from~~for claims ~~funds~~of ~~released~~creditors toand usthe ~~upon~~requirements ~~completion~~ of ~~our~~other ~~initial~~applicable ~~business combination~~law. UpIn tothe $1meeting,~~500,000~~ ofstockholders ~~such~~further ~~working~~approved ~~capital~~an ~~loans~~amendment ~~may~~to the beTrust ~~convertible~~Agreement, ~~into~~by ~~private~~and ~~placement-equivalent~~between ~~warrants~~the atCompany aand ~~price~~Continental ofStock ~~$1.00~~Transfer ~~per~~& ~~warrant~~Trust ~~(which~~Company, ~~for~~allowing ~~example,~~the ~~would~~Company ~~result~~to in extend the ~~holders~~business ~~being~~combination ~~issued~~period. ~~1,500,000~~The ~~warrants~~First ifCharter ~~$1,500,000~~Amendment ofallowed ~~notes~~us ~~were~~to soextend ~~converted), at~~ the ~~option~~Termination ofDate ~~the~~by ~~lender.~~up ~~Prior~~ to ~~the~~six ~~completion~~(6) ofone-month extensions ~~our~~to ~~initial~~June ~~business combination~~2, we2023. doTo ~~not~~obtain ~~expect~~each to1-month ~~seek~~extension, ~~loans from parties other than~~ our ~~New~~Original Sponsor, Sponsor or anany ~~affiliate~~ of ~~our~~their ~~New~~affiliates ~~Sponsor~~or asdesignees must wedeposit dointo ~~not~~our ~~believe~~Trust ~~third~~Account ~~parties~~$125,000 ~~will~~for beeach ~~willing to loan~~ such ~~funds~~one-month ~~and~~extension ~~provide~~until aJune ~~waiver~~2, ~~against~~2023 ~~any~~ and ~~all~~the ~~rights~~procedure relating to any ~~seek~~such ~~access~~extension, toas ~~funds~~set forth in ~~our~~the Trust ~~Account. If we are unable to obtain these loans~~Agreement, wemust ~~may~~ be ~~unable~~complied towith. ~~complete~~In ~~our~~connection ~~initial~~with ~~business~~the ~~combination.~~approval Ifof wethe ~~are~~First ~~unable~~Charter Amendment toon ~~complete~~November ~~our~~29, ~~initial~~2022, ~~business~~holders ~~combination~~of ~~because~~8,477,497 weof doour ~~not~~public ~~have~~shares ~~sufficient~~exercised ~~funds~~their ~~available~~right to ~~us,~~redeem wethose ~~will~~shares befor ~~forced~~a topro rata ~~cease~~portion ~~operations~~of ~~and~~the ~~liquidate~~funds in the Trust Account. ~~Consequently,~~for ~~our~~cash ~~public~~at ~~stockholders~~an ~~may~~approximate ~~only~~price ~~receive~~of ~~approximately~~ $10.1032 per share, onfor ~~our~~an ~~redemption~~aggregate of ~~our~~approximately $87.54 ~~public~~million, ~~shares~~leaving 1,848,503 ~~and~~of our ~~warrants~~public ~~will~~shares ~~expire~~outstanding ~~worthless.~~after Inthe ~~certain~~November ~~circumstances~~29, ~~our~~2022 ~~public~~shareholders ~~stockholders~~meeting. ~~may~~Following such ~~receive~~redemptions, ~~less~~the ~~than~~Company ~~$10.10~~had ~~per~~approximately ~~share~~$20 onmillion ~~the~~left ~~redemption~~in ofits ~~their~~Trust ~~shares~~Account.

~~Subsequent~~On May 30, 2023, the Company held a special meeting, at which stockholders approved the Second Charter Amendment to extend the ~~completion~~date by ofwhich ~~our~~the Company must consummate the initial business combination or merger from June 2, we2023 ~~may~~to beJune ~~required~~2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended), and the amendment to ~~take~~the ~~write-downs~~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 ~~write~~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-~~offs~~interest bearing, ~~restructuring~~unsecured loan to OTEC in the aggregate of $360,000 for such payment and ~~impairment~~in connection with that loan, the Company agreed to, at Sponsor’s option, repay the unsecured loan in cash or ~~other~~issue ~~charges~~such ~~that~~lender ~~could~~up ~~have~~to an aadditional ~~significant~~36,000 ~~negative~~shares ~~effect~~of OTEC common stock, depending on ~~our~~the ~~financial~~aggregate ~~condition~~total of the unsecured loan), ~~results~~prior to the commencement of ~~operations~~each extension period. In connection with such extension meeting, such extension payment was agreed upon and ~~our~~stockholders ~~stock~~redeemed 1,035,788 ~~price~~shares of OTEC Common Stock for a pro rata portion of the funds in the Trust Account, ~~which~~resulting ~~could~~in ~~cause~~$11,233,821 ~~you~~($10.84 per share) being removed from the Trust Account to ~~lose~~pay ~~some~~such orholders. ~~all~~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 ~~your~~OTEC ~~investment~~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.

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.32

IfOur New ~~third~~Sponsor, ~~parties~~officers ~~bring~~and ~~claims~~directors ~~against~~have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the ~~proceeds~~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 ~~could~~with berespect ~~reduced~~to ~~and~~such ~~the~~public ~~per-share~~shares ~~redemption~~if ~~amount~~we ~~received~~fail to complete our initial business combination by ~~stockholders~~June ~~may~~2, be2024 ~~less~~(assuming ~~than~~the ~~$10.10~~remaining ~~per~~extension ~~share~~payment is made for the period from May 2, 2024 to June 2, 2024).

Our New ~~placing~~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 ~~funds~~incorporation in(i) to modify the ~~Trust~~substance ~~Account~~or ~~may~~timing ~~not~~of ~~protect~~our ~~those~~obligation ~~funds~~to ~~from~~redeem ~~third-party~~100% of ~~claims~~our ~~against~~public ~~us.~~shares ~~Although~~if we ~~will~~do ~~seek~~not tocomplete ~~have~~our ~~all~~initial ~~vendors~~business combination by June 2, ~~service~~2024 ~~providers~~(assuming the remaining extension payment is made for the period from May 2, ~~prospective~~2024 ~~target~~to ~~businesses~~June ~~and~~2, ~~other~~2024) ~~entities~~or (ii) with ~~which~~respect weto doany other provision relating to stockholders’ rights or pre-initial business ~~execute~~combination ~~agreements~~activity, unless we provide our public stockholders with usthe ~~waiving~~opportunity ~~any~~to ~~right,~~redeem their ~~title,~~shares ~~interest~~of orCommon ~~claim~~Stock upon approval of any ~~kind~~such amendment at a per-share price, payable in orcash, equal to ~~any~~the ~~monies~~aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account ~~for~~and not previously released to us to pay our franchise and income taxes divided by the ~~benefit~~number of ~~our~~then outstanding public ~~stockholders~~shares. However, ~~such~~we ~~parties~~ may not ~~execute~~redeem ~~such~~our ~~agreements~~public shares in an amount that would cause our net tangible assets to be less than $5,000,001 orboth ~~even~~immediately prior ifto ~~they~~and ~~execute~~upon ~~such~~consummation ~~agreements~~of ~~they~~our ~~may~~initial business combination and after payment of underwriters’ fees and commissions (so that we are not besubject ~~prevented~~to ~~from~~the ~~bringing~~SEC’s ~~claims~~“penny ~~against~~stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the ~~Trust~~net ~~Account,~~tangible ~~including~~asset requirement (described above), ~~but~~we would not ~~limited~~proceed ~~to,~~with ~~fraudulent~~the ~~inducement,~~amendment ~~breach~~or the related redemption of ~~fiduciary~~our ~~responsibility~~public orshares at such time.

28We 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.

~~Table~~If we were to expend all of ~~Contents~~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 ~~Initial Public Offering~~offering, ~~will~~have not ~~execute~~executed 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.33

~~Our~~In addition, ~~directors~~there ~~may~~is ~~decide~~no ~~not~~guarantee that such entities will agree to ~~enforce~~waive any claims they may have in the ~~indemnification~~future ~~obligations~~as a result of, or ~~our~~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, ~~resulting~~or ina prospective target business with which we have entered into a ~~reduction~~written inletter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account ~~available~~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 ~~distribution~~such indemnification obligations, nor have we independently verified whether our New Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our ~~public~~sponsor ~~stockholders~~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 ~~the lesser of~~ (i) $10.10 per public share ~~and~~or (ii) ~~the~~ ~~actual~~such lesser 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, 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.

~~While~~We will weseek ~~currently~~to ~~expect~~reduce the possibility that our ~~independent~~New ~~directors~~Sponsor ~~would~~will ~~take~~have ~~legal~~to ~~action~~indemnify onthe ~~our~~Trust ~~behalf~~Account ~~against~~due ~~our~~to ~~New~~claims ~~Sponsor~~of creditors by endeavoring to ~~enforce~~have ~~its~~all ~~indemnification~~vendors, ~~obligations~~service toproviders, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, ittitle, isinterest ~~possible~~or ~~that~~claim ~~our~~of ~~independent~~any ~~directors~~kind in ~~exercising~~or ~~their~~to ~~business~~monies ~~judgment~~held ~~and~~in ~~subject~~the toTrust ~~their~~Account. Our ~~fiduciary~~New ~~duties~~Sponsor ~~may~~will ~~choose~~also not tobe doliable soas into any ~~particular~~claims ~~instance~~under ~~if,~~our ~~for~~indemnity ~~example,~~of the ~~cost~~underwriters of ~~such~~our ~~legal~~Initial ~~action~~Public isOffering against ~~deemed~~certain byliabilities, including liabilities under the ~~independent~~Securities ~~directors~~Act. toWe bewill ~~too~~have ~~high~~access ~~relative~~to up to approximately $500,000 from the ~~amount~~proceeds ~~recoverable~~of orour ifInitial ~~the~~Public ~~independent~~Offering ~~directors~~with ~~determine~~which ~~that~~to apay ~~favorable~~any ~~outcome~~such ispotential ~~not~~claims ~~likely.~~(including Ifcosts ~~our~~and ~~independent~~expenses ~~directors~~incurred in ~~choose~~connection ~~not~~with our liquidation, currently estimated to ~~enforce~~be ~~these~~no ~~indemnification~~more ~~obligations~~than approximately $100,000). In the ~~amount~~event ofthat ~~funds~~we inliquidate and ~~the~~it ~~Trust~~is ~~Account~~subsequently ~~available~~determined that the reserve for ~~distribution~~claims toand ~~our~~liabilities ~~public~~is insufficient, stockholders ~~may~~who received funds from our Trust Account could be ~~reduced~~liable ~~below~~for ~~$10.10~~claims ~~per~~made ~~share~~by creditors.

WeOn ~~may~~January ~~not~~2, ~~have~~2024, ~~sufficient~~the ~~funds~~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 ~~satisfy~~its Special ~~indemnification~~Meeting ~~claims~~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 ~~our~~its ~~directors~~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 ~~executive~~approved ~~officers~~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.

WeThe ~~have~~Company’s ~~agreed~~operating toexpenses are ~~indemnify~~funded ~~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~~Sponsor. 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

29Under 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.

~~Table of Contents~~34

~~investment~~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 ~~adversely~~six ~~affected~~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 ~~extent~~remaining extension payment is made for the period from May 2, 2024 to June 2, 2024), we ~~pay~~will: (i) cease all operations except for the ~~costs~~purpose of ~~settlement~~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 ~~damage~~not ~~awards~~previously ~~against~~released to us to pay our ~~officers~~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, ~~pursuant~~dissolve and liquidate, subject in each case to ~~these~~our ~~indemnification~~obligations ~~provisions~~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.

IfBecause we will not be complying with Section 280, ~~after~~Section we281(b) ~~distribute~~of the ~~proceeds~~DGCL inrequires ~~the~~us ~~Trust~~to ~~Account~~adopt a plan, based on facts known to us at such time that will provide for our ~~public~~payment ~~stockholders~~of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we ~~file~~are a ~~bankruptcy~~blank ~~petition~~check orcompany, rather than an ~~involuntary~~operating ~~bankruptcy~~company, ~~petition~~and isour ~~filed~~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 ~~not~~remote. ~~dismissed~~Further, aour ~~bankruptcy~~New Sponsor ~~court~~ may ~~seek~~be liable only to ~~recover~~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 ~~proceeds~~lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, ~~and~~due weto 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 ~~board~~indemnity ~~may~~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 ~~exposed~~unenforceable against a third party, our New Sponsor will not be responsible to ~~claims~~the extent of ~~punitive~~any ~~damages~~liability for such third-party claims.

If, we ~~after~~file wea ~~distribute~~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 ~~public~~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. ~~In addition~~Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or ~~having~~may have acted in bad faith, thereby exposing itself and usour 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.

~~If,~~Our public ~~before~~stockholders ~~distributing~~will ~~the~~be ~~proceeds~~entitled into receive funds from the Trust Account only upon the earlier to occur of: (i) the completion of our ~~public~~initial ~~stockholders~~business combination, we(ii) ~~file~~the redemption of any public shares properly tendered in connection with a ~~bankruptcy~~stockholder vote ~~petition~~to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or antiming ~~involuntary~~of our ~~bankruptcy~~obligation ~~petition~~to isredeem ~~filed~~100% ~~against~~of usour ~~that~~public isshares if we do not ~~dismissed~~complete our initial business combination by June 2, 2024 (assuming the ~~claims~~remaining ofextension ~~creditors~~payment inis ~~such~~made ~~proceeding~~for ~~may~~the ~~have~~period ~~priority~~from ~~over~~May ~~the~~2, ~~claims~~2024 ofto ~~our~~June 2, 2024) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (iii) the ~~per-share~~redemption ~~amount~~of ~~that~~all ~~would~~of ~~otherwise~~our bepublic shares ~~received~~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 ~~stockholders~~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 ~~liquidation~~amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be ~~reduced~~amended with a stockholder vote.

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.Competition

IfIn 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 ~~deemed~~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 anlimited ~~investment~~by ~~company~~our ~~under~~available financial resources. This inherent limitation may give others with greater resources an advantage in pursuing the ~~Investment~~initial ~~Company~~business ~~Act~~combination of a target business. Furthermore, weour obligation to pay cash in connection with our public stockholders who exercise their redemption rights may bereduce ~~required~~the resources available to ~~institute~~us ~~burdensome~~for ~~compliance~~our ~~requirements~~initial business combination and our ~~activities~~outstanding warrants, and the future dilution they potentially represent, may not be ~~restricted,~~viewed ~~which~~favorably ~~may~~by ~~make~~certain target itbusinesses. ~~difficult~~Either ~~for~~of these factors may place us toat ~~complete~~a ~~our~~competitive disadvantage in successfully negotiating an initial business combination.

~~If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:~~35

~~● restrictions on the nature of our investments; and~~Facilities

●Our executive ~~restrictions~~offices onare ~~the~~located ~~issuance~~at of515 ~~securities~~Madison Avenue, ~~each~~8th ofFloor, ~~which~~Suite ~~may~~8133, ~~make~~New itYork, ~~difficult~~NY ~~for~~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 ~~complete~~us. We consider our ~~initial~~current office ~~business~~space ~~combination~~adequate for our current operations.

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

●We currently ~~registration~~have two officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as anmuch ~~investment~~of ~~company;~~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 ~~adoption~~and ofFinancial ~~a specific form of corporate structure; and~~Information

●Our internet ~~reporting~~address is https://oceantechspac.com, ~~record~~to ~~keeping~~which we regularly post copies of our press releases as well as additional information about us. Our annual reports on Form 10-K, ~~voting~~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 ~~disclosure~~information 17 ~~requirements~~statements, and other ~~rules~~information regarding issuers that file electronically with the Securities and ~~regulations~~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.

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.36

~~We do not believe that our anticipated principal activities will subject us to the Investment Company Act~~Item 1A. 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 RISK FACTORS

30As 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.

~~Table~~SUMMARY RISK ~~of Contents~~FACTORS

~~selling~~We are ~~businesses in the manner of~~ a ~~merchant~~newly ~~bank~~formed ~~or private equity fund), we intend to avoid being deemed an “investment~~ company” ~~within~~that ~~the~~has ~~meaning~~conducted ofno ~~the~~operations ~~Investment~~and ~~Company~~has ~~Act.~~generated ~~Our~~no ~~Initial Public Offering is not intended for persons who are seeking a return on investments in government securities or investment securities~~revenues. ~~The~~Until 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~~, ~~2023~~we towill ~~consummate~~have ano ~~business~~operations ~~combination~~and ~~from~~will ~~the~~generate ~~closing~~no ofoperating ~~our~~revenues. ~~Initial~~In ~~Public~~making ~~Offering~~your ordecision ~~(B)~~whether ~~with respect~~ to ~~any~~invest ~~other~~in our ~~provision~~Common ~~relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination by June 2~~Stock, ~~2023~~you toshould ~~consummate~~take ainto ~~business~~account ~~combination~~not ~~from~~only the ~~closing~~background of our ~~Initial~~management ~~Public Offering~~team, ~~our~~but ~~return~~also of the ~~funds~~special ~~held~~risks ~~in the Trust Account to our public stockholders as part of our redemption of the public shares. If~~ we ~~do not invest the proceeds~~ face as ~~discussed~~a ~~above,~~blank wecheck ~~may be deemed to be subject to the Investment Company Act~~company. 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.

~~Changes~~For additional inrisk ~~laws or regulations~~factors, orincluding abut ~~failure~~not limited to ~~comply~~those ~~with~~related ~~any~~to ~~laws~~the Business Combination and ~~regulations~~Regentis, ~~may~~see ~~adversely~~the ~~affect~~S-4, ~~our~~section entitled ~~business,~~“Risk ~~including~~Factors”. ~~our~~You ~~ability~~should tocarefully ~~negotiate~~consider these and ~~complete~~the ~~our~~other ~~initial~~risks ~~business~~set ~~combination~~forth ~~and~~below. ~~results~~Such ofrisks ~~operations.~~include, but are not limited to:

● We are ~~subject~~a toblank ~~laws~~check ~~and~~company ~~regulations~~incorporated ~~enacted~~in byDelaware ~~national,~~on ~~regional~~February ~~and local governments. In particular~~3, we2021 ~~will~~with bea ~~required~~limited tooperating ~~comply~~history ~~with certain SEC~~ and ~~other~~no ~~legal requirements. Compliance with~~revenues, and ~~monitoring~~you ~~of,~~have ~~applicable~~limited ~~laws~~on ~~and~~which ~~regulations~~to ~~may~~evaluate beare ~~difficult,~~ability ~~time~~to ~~consuming~~achieve ~~and~~our ~~costly~~business objective.

~~Those~~● ~~laws~~Our ~~and~~independent ~~regulations~~registered ~~and~~public ~~their~~accounting ~~interpretation~~firm’s ~~and~~report ~~application~~contains ~~may~~an ~~also~~explanatory ~~change~~paragraph ~~from~~that ~~time~~expresses tosubstantial ~~time~~doubt ~~and~~about ~~those changes could have a material adverse effect on~~ our ~~business,~~ability ~~investments and results of operations. In addition, a failure~~ to ~~comply~~continue ~~with applicable laws or regulations,~~ as ~~interpreted and applied, could have~~ a ~~material~~“going ~~adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operations~~concern.”

● Our initial stockholders ~~may~~have beagreed ~~held~~to ~~liable~~vote ~~for~~in ~~claims~~favor byof ~~third~~such ~~parties~~initial ~~against~~business uscombination, toregardless ~~the extent~~ of ~~distributions~~how ~~received~~our bypublic ~~them~~stockholders ~~upon redemption of their shares~~vote.

~~Under~~● ~~the~~Your ~~DGCL,~~only ~~stockholders~~opportunity ~~may be held liable for claims by third parties against a corporation~~ to affect the ~~extent~~investment ofdecision ~~distributions~~regarding ~~received by them in~~ a ~~dissolution.~~potential ~~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 bywill ~~June 2, 2023 to consummate a business combination from the closing of our Initial Public Offering 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~~exercise of ~~such~~your ~~stockholder’s~~right ~~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~~your ~~public~~ shares asfrom ~~soon~~us asfor ~~reasonably~~cash, ~~possible~~unless ~~following the 12th month (or up to the 18th month if~~ we ~~extend~~seek ~~the~~stockholder ~~period~~approval of ~~time to consummate a business combination) from~~ the ~~closing of our Initial Public Offering in the event we do not complete our~~ initial business combination ~~and, therefore, we do not intend to comply with the foregoing procedures~~.

~~Because~~● weThe ~~will~~ability ~~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~~public 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 aredeem ~~liquidating~~their ~~distribution~~shares 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~~cash ~~claims to the extent of distributions received by them (but no more) and any liability of our stockholders~~ may ~~extend~~make ~~beyond the third anniversary of such date. Furthermore, if the pro rata portion of~~ our ~~Trust~~financial ~~Account~~condition ~~distributed~~unattractive to ~~our~~potential ~~public stockholders upon the redemption of our public shares in the event we do not complete our initial~~ business combination ~~by June 2, 2023 to consummate a business combination from the closing of our Initial Public Offering~~ targets.

31● 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.

~~Table~~● The ability of ~~Contents~~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.

is● ~~not~~The ~~considered~~requirement athat ~~liquidating~~we ~~distribution~~complete ~~under~~our ~~Delaware~~initial ~~law~~business ~~and~~combination ~~such~~within ~~redemption~~the ~~distribution~~prescribed istime ~~deemed~~frame tomay begive ~~unlawful~~potential ~~(potentially~~target ~~due~~businesses toleverage ~~the~~over ~~imposition~~us ofin ~~legal~~negotiating ~~proceedings~~an ~~that~~initial abusiness ~~party~~combination and may ~~bring~~decrease orour ~~due~~ability to ~~other~~conduct ~~circumstances~~due ~~that~~diligence ~~are~~on ~~currently~~potential ~~unknown),~~business ~~then~~combination ~~pursuant~~targets toas ~~Section~~we ~~174~~approach ofour ~~the~~dissolution ~~DGCL~~deadline, ~~the~~which ~~statute of limitations for claims of creditors~~ could ~~then~~undermine beour ~~six~~ability ~~years~~to ~~after~~complete ~~the~~our ~~unlawful~~initial ~~redemption~~business ~~distribution,~~combination ~~instead~~on ofterms ~~three~~that ~~years,~~would asproduce invalue ~~the~~for ~~case~~our ~~of a liquidating distribution~~stockholders.

● We may not ~~hold~~be anable ~~annual~~to ~~meeting~~complete ofour ~~stockholders~~initial ~~until~~business ~~after~~combination within the ~~consummation~~prescribed oftime ~~our~~frame, ~~initial~~in ~~business~~which ~~combination,~~case ~~which~~we ~~could~~would ~~delay~~cease ~~the~~all ~~opportunity~~operations except for the purpose of winding up and we would redeem our ~~stockholders~~public toshares ~~elect~~and ~~directors~~liquidate.

In● ~~accordance~~If ~~with Nasdaq corporate governance requirements,~~ we ~~are~~seek ~~not~~stockholder ~~required~~approval toof ~~hold an annual meeting until no later than one year after~~ our ~~first~~initial ~~fiscal year~~business ~~end~~combination, ~~following~~ our ~~listing~~New ~~on Nasdaq. Under Section 211(b) of the DGCL~~Sponsor, ~~we are~~directors, ~~however~~officers, ~~required~~advisors toand ~~hold~~their anaffiliates ~~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~~purchase ~~consummation~~shares offrom ~~our~~public ~~initial business combination~~stockholders, ~~and~~which ~~thus we~~ may ~~not~~influence bea invote ~~compliance~~on ~~with~~a ~~Section 211(b) of~~proposed ~~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~~and ~~may~~reduce ~~attempt to force us to hold one by submitting an application to~~ the ~~Delaware~~public ~~Court~~“float” of ~~Chancery~~our inCommon ~~accordance with Section 211(c) of the DGCL~~Stock.

We● ~~are~~If ~~not~~a ~~registering~~stockholder ~~the~~fails ~~shares~~to ofreceive ~~Common~~notice ~~Stock issuable upon exercise~~ of ~~the~~our ~~warrants~~offer ~~under~~to ~~the~~redeem ~~Securities~~our ~~Act~~public orshares ~~any state securities laws at this time, and such registration may not be~~ in ~~place~~connection ~~when~~with anour ~~investor~~initial ~~desires~~business ~~to exercise warrants~~combination, ~~thus~~or ~~precluding~~fails ~~such investor from being able~~ to ~~exercise~~comply ~~its~~with ~~warrants except on a cashless basis. If~~ the ~~issuance~~procedures offor ~~the~~tendering ~~shares~~its ~~upon exercise of warrants is not registered~~shares, ~~qualified or exempt from registration or qualification, the holder of~~ such ~~warrant~~shares ~~will~~may not be ~~entitled to exercise such warrant and such warrant may have no value and expire worthless~~redeemed.

● We ~~are~~may ~~not~~engage 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 noan ~~event later than 15 business days after the closing of our~~ initial business combination, ~~we will use our best efforts to file~~ with ~~the~~one ~~SEC~~or amore ~~registration~~target ~~statement~~businesses ~~for~~that ~~the~~have ~~registration~~relationships 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~~entities ~~provisions of the warrant agreement. We cannot assure you~~ that wemay ~~will~~ be ~~able~~affiliated towith 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~~New 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 ActSponsor, ~~we may~~officers, atdirectors 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~~existing 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 beraise ~~instances~~potential inconflicts ~~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~~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.

~~Table~~● We may only be able to complete one business combination with the proceeds of ~~Contents~~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.

~~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.~~37

~~There~~● ~~are~~Our ~~circumstances~~officers inand ~~which~~directors ~~the~~will ~~exercise~~allocate oftheir ~~the~~time ~~public warrants may be required or permitted~~ to beother ~~made~~businesses onthereby acausing ~~cashless~~conflicts ~~basis. First, if a registration statement covering the shares~~ of ~~Common~~interest 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~~determination toas ~~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~~how ormuch ~~maintain~~time ~~in effect a registration statement, and in the event we do not so elect, we will use our best efforts~~ to ~~register~~devote ~~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~~affairs. InThis ~~the~~conflict ~~event~~ of aninterest ~~exercise~~could onhave a ~~cashless~~negative ~~basis,~~impact 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~~our ~~third~~ability ~~trading day prior~~ to ~~the~~complete ~~date~~our oninitial ~~which~~business ~~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~~combination. ~~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~~Certain of ~~registration~~our ~~rights~~officers toand ~~our~~directors ~~initial~~are ~~stockholders~~now, and all of them may ~~make~~in itthe ~~more~~future ~~difficult~~become, toaffiliated ~~complete~~with ~~our~~entities ~~initial~~engaged in business ~~combination,~~activities similar to those intended to be conducted by us and, ~~the~~accordingly, ~~future~~may ~~exercise~~have conflicts of ~~such~~interest ~~rights~~in ~~may~~allocating ~~adversely~~their ~~affect~~time ~~the~~and ~~market~~determining ~~price~~to ofwhich ~~our~~entity ~~Common~~a ~~Stock~~particular business opportunity should be presented.

~~Our~~● ~~initial~~Provisions ~~stockholders~~in ~~and~~our ~~their~~amended ~~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~~restated ~~conversion~~certificate of ~~the~~incorporation ~~founder shares held, or to be held, by them~~ and ~~holders~~Delaware oflaw ~~securities that~~ may beinhibit 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~~takeover ~~number~~ of ~~securities~~us, ~~for~~which ~~trading~~could inlimit the ~~public market may have an adverse effect on the market~~ price ofinvestors ~~our~~might ~~Common~~be ~~Stock.~~willing ~~In addition, the existence of the registration rights may make our initial business combination more costly or difficult~~ to ~~conclude.~~pay ~~This is because the stockholders of the target business may increase the equity stake they seek~~ in the ~~combined~~future ~~entity or ask~~ for ~~more cash consideration to offset the negative impact on the market price of~~ our Common Stock ~~that~~and iscould ~~expected~~entrench ~~when the securities owned by our initial stockholders or holders of working capital loans or their respective permitted transferees are registered~~management.

~~Because~~● weThe ~~are~~banking ~~neither~~crisis ~~limited~~could tomake ~~evaluating~~it amore ~~target~~difficult ~~business~~to inraise acapital ~~particular~~in ~~industry~~connection ~~sector nor have we selected any specific target businesses~~ with ~~which to pursue our initial business combination, you will be unable to ascertain~~ the ~~merits~~closing ~~or risks~~ of any ~~particular~~initial ~~target~~ business’s ~~operations~~combination.

We● ~~are~~Failure ~~not~~by ~~limited to evaluating a target business in a particular industry sector~~us, ~~except that we are not, under~~ our ~~amended~~Sponsor ~~and restated certificate of incorporation, permitted to effectuate our initial business combination with another blank check company~~ or ~~similar~~affiliates ~~company with nominal operations. Because we have not yet selected~~ or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our ~~initial~~service ~~business~~providers ~~combination,~~(including we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our ~~officers~~transfer ~~and directors will endeavor to evaluate the risks inherent in a particular target business~~agent), ~~we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time~~ to ~~complete~~implement ~~due~~effective ~~diligence.~~information ~~Furthermore, some of these risks may be outside of our control~~ and ~~leave~~cyber ussecurity with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our Units will ultimately prove to be more favorable to investors than a direct investmentpolicies, ifprocedures ~~such~~and ~~opportunity~~capabilities ~~were available, in a business combination target. Accordingly, any stockholders who choose to remain stockholders following our initial business combination~~ could ~~suffer~~disrupt a reduction in the value of their securities. 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 business ~~combination~~and ~~contained~~harm anany ~~actionable material misstatement or material omission~~operations.

33Risks Relating to Searching for and Consummating a Business Combination.

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

WeAs ~~may~~of ~~issue~~December ~~notes~~31, or2023, ~~other~~we ~~debt~~had ~~securities~~$101,174 in orcash ~~otherwise~~and ~~incur~~working ~~substantial~~capital ~~debt~~deficit of $5,387,695. Further, we expect to ~~complete~~incur ansignificant ~~initial~~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, ~~which~~2024. ~~may~~The ~~adversely~~Company ~~affect~~entered ~~our~~into ~~leverage~~a ~~and~~definitive ~~financial~~merger/business ~~condition~~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 ~~thus~~complete ~~negatively~~the ~~impact~~transaction prior to June 2, 2024, if at all. The Company also has no approved plan in place to extend the ~~value~~business combination deadline and fund operations for any period of ~~our~~time ~~stockholders~~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 ~~investment~~ability to continue as a going concern. Management’s plans with regard to these matters are also described in usNote 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

~~Although~~We are wea ~~have~~newly noformed ~~commitments~~company aswith ofno ~~the~~operating ~~date~~history ofand ~~this~~no ~~annual~~revenues, ~~report~~and toyou ~~issue~~have ~~any~~no ~~notes~~basis oron ~~other~~which ~~debt securities, or~~ to ~~otherwise~~evaluate ~~incur outstanding debt following~~ our ~~Initial~~ability ~~Public Offering, we may choose~~ to achieve ~~incur substantial debt to complete~~ our ~~initial~~ business ~~combination~~objective. 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:

●We are ~~default~~a blank check company with limited operating results, and ~~foreclosure~~we onwill ~~our~~not ~~assets~~commence ifoperations until obtaining funding through our Initial Public Offering. Because we lack an operating ~~revenues~~history, ~~after~~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 ~~are~~and ~~insufficient~~may be unable to ~~repay~~complete our initial business combination. If we fail to complete our ~~debt~~initial ~~obligations;~~business combination, we will never generate any operating revenues.

●We ~~acceleration~~have ofincurred ~~our~~and ~~obligations~~expect to ~~repay~~incur significant ~~the~~costs ~~indebtedness~~associated ~~even~~with ifthe webusiness ~~make~~combination. ~~all~~Whether ~~principal~~or ~~and~~not ~~interest~~the ~~payments~~business ~~when~~combination ~~due~~is ifcompleted, wethe ~~breach~~incurrence of ~~certain~~these ~~covenants~~costs ~~that~~will ~~require~~reduce the ~~maintenance~~amount of ~~certain~~cash ~~financial~~available ~~ratios~~to orbe ~~reserves~~used ~~without~~for aother ~~waiver~~corporate orpurposes ~~renegotiation~~by ofus ~~that~~if ~~covenant;~~the business combination is not completed.

●We ~~our~~expect ~~immediate~~to ~~payment~~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 ~~principal~~legal, accounting, consulting, investment banking and ~~accrued~~other ~~interest~~fees, ifexpenses ~~any~~and costs, and may be paid by the combined company following the closing of the business combination. Even if the ~~debt~~business ~~security~~combination is ~~payable~~not completed, onwe ~~demand;~~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 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;~~38

●Our ~~our~~initial ~~inability~~stockholders have agreed to ~~pay~~vote ~~dividends~~in onfavor of such initial business combination, regardless of how our ~~common~~public ~~stock;~~stockholders vote.

●Pursuant to ~~using~~the aletter ~~substantial~~agreement, ~~portion~~our ofNew ~~our~~Sponsor, ~~cash~~officers ~~flow~~and directors have agreed to ~~pay~~vote ~~principal~~their founder shares, as well as any public shares purchased during or after the offering (including in open market and ~~interest~~privately onnegotiated transactions), in favor of our initial ~~debt~~business combination. The New Sponsor beneficially owns and is entitled to vote an aggregate of 2,581,500 ~~which~~shares ~~will~~or ~~reduce~~approximately 58.3% of the ~~funds~~outstanding ~~available~~Company ~~for~~Common ~~dividends~~Stock. onAs 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 ~~declared~~we seek stockholder approval of our initial business combination, the agreement by our initial ~~ability~~stockholders to ~~pay~~vote ~~expenses,~~in ~~make~~favor ~~capital~~of ~~expenditures~~our ~~and~~initial ~~acquisitions,~~business ~~and~~combination ~~fund~~will ~~other~~increase ~~general~~the ~~corporate~~likelihood ~~purposes;~~that we will receive the requisite stockholder approval for such initial business combination.

●Your only ~~limitations~~opportunity onto ~~our~~affect ~~flexibility~~the ininvestment ~~planning~~decision ~~for~~regarding ~~and~~a ~~reacting~~potential business combination will be limited to ~~changes~~the inexercise of ~~our~~your ~~business~~right ~~and~~to inredeem ~~the~~your ~~industry~~shares infrom ~~which~~us for cash, unless we ~~operate;~~seek stockholder approval of the initial business combination.

●At the ~~increased~~time ~~vulnerability~~of your investment in us, you will not be provided with an opportunity to ~~adverse~~evaluate ~~changes~~the inspecific ~~general~~merits ~~economic~~or risks of our initial business combination. Since our board of directors may complete an initial business combination without seeking stockholder approval, ~~industry~~public ~~and~~stockholders ~~competitive~~may ~~conditions~~not ~~and~~have ~~adverse~~the ~~changes~~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 ~~government~~our ~~regulation;~~tender offer documents mailed to our public stockholders in which we describe our initial business combination.

●The ability ~~limitations~~of on our ~~ability~~public stockholders to ~~borrow~~redeem ~~additional~~their ~~amounts~~shares for ~~expenses,~~cash ~~capital~~may ~~expenditures,~~make ~~acquisitions,~~our ~~debt~~financial ~~service~~condition ~~requirements~~unattractive to potential business combination targets, ~~and~~which ~~execution~~may ofmake ~~our~~it ~~strategy;~~difficult ~~and~~for us to enter into an initial business combination with a target.

●We may ~~other~~seek ~~disadvantages~~to ~~compared~~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 ~~competitors~~public ~~who~~shares ~~have~~in an amount that would cause our net tangible assets to be less ~~debt~~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.

WeThe ability ~~may~~of ~~only~~our bepublic ~~able~~stockholders to ~~complete~~exercise ~~one~~redemption ~~business~~rights ~~combination~~ with ~~the~~respect ~~proceeds~~to ofa ~~our~~large ~~Initial~~number ~~Public Offering and the sale~~ of ~~the~~our ~~Private~~shares ~~Placement~~may ~~Warrants,~~not ~~which~~allow ~~will cause~~ us to becomplete ~~solely~~the ~~dependent~~most ondesirable ~~a single~~ business ~~which~~combination ~~may~~or ~~have~~optimize ~~a limited number of services and limited operating activities. This lack of diversification may negatively impact~~ our ~~operating~~capital ~~results and profitability~~structure.

Of At the ~~net~~time ~~proceeds~~we ~~from~~enter into an agreement for our ~~Initial~~initial ~~Public~~business ~~Offering~~combination, we will not know how many stockholders may exercise their redemption rights, and ~~the~~therefore ~~sale~~will ofneed to structure the ~~Private~~transaction ~~Placement~~based ~~Warrants,~~on ~~$19.4~~our ~~million~~expectations as to the number of shares that will be ~~available~~submitted tofor ~~complete~~redemption. If our initial business combination ~~and~~agreement requires us to use a portion of the cash in the Trust Account to pay ~~related~~the ~~fees~~purchase ~~and~~price, ~~expenses~~or ~~(which~~requires ~~includes~~us upto have a minimum amount of cash at closing, we will need to $5reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third-party financing.6 ~~million~~In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the ~~payment~~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), ~~assuming~~payable noto 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 ~~Common~~obligation ~~Stock~~to pay the deferred underwriting commissions.

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:39

●The ability ~~solely~~of ~~dependent~~our ~~upon~~public ~~the~~stockholders ~~performance~~to ofexercise redemption rights with respect to a ~~single~~large number of our shares could increase the probability that our initial business, ~~property~~combination orwould ~~asset,~~be orunsuccessful and that you would have to wait for liquidation in order to redeem your stock.

34If 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.

~~Table~~We have ofuntil ~~Contents~~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 ~~dependent~~30, 2023, the Company held a special meeting, at which stockholders voted upon, among other items, an extension proposal, approving the ~~development~~Second Charter Amendment to extend the date by which the Company must consummate the initial business combination or ~~market~~merger ~~acceptance~~from June 2, 2023 to June 2, 2024 (or such earlier date as determined by OTEC’s board of adirectors ~~single~~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 ~~limited~~its ~~number~~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 ~~products~~$360,000 ~~processes~~for such payment and in connection with that loan, the Company agreed to, at Sponsor’s option, repay the unsecured loan in cash or ~~services~~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.

~~This~~On ~~lack~~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 ~~diversification~~stockholders ~~may~~to ~~subject~~be usheld on February 9, 2024 at 10:30 a.m. EST to ~~numerous~~vote ~~economic~~upon the proposals detailed in the Proxy Statement including, ~~competitive~~among others, a proposal to approve and ~~regulatory~~adopt ~~risks~~the Merger Agreement attached to the Proxy Statement as Annex A, ~~any~~by orand ~~all~~among the Company, Regentis and Merger Sub. The deadline for holders of ~~which~~its ~~may~~Class ~~have~~A acommon ~~substantial~~stock ~~adverse~~to ~~impact~~submit ~~upon~~their shares for redemption was on February 7, 2024. At the ~~particular~~Special ~~industry~~Meeting, the OTEC stockholders voted on each proposal presented, as described in ~~which~~the weProxy ~~may~~Statement, ~~operate~~and ~~subsequent~~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 ~~our~~redeem ~~initial~~their ~~business~~shares ~~combination~~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.

WeThe requirement ~~may~~that ~~attempt~~we tocomplete ~~simultaneously~~our ~~complete~~initial business ~~combinations~~combination ~~with~~within ~~multiple~~the ~~prospective~~prescribed ~~targets,~~time ~~which~~frame may ~~hinder~~give ~~our~~potential ~~ability~~target tobusinesses leverage ~~complete~~over ~~our~~us in negotiating an initial business combination and ~~give~~may ~~rise~~decrease our ability to ~~increased~~conduct ~~costs~~due ~~and~~diligence ~~risks~~on ~~that~~potential business combination targets as we approach our dissolution deadline, which could ~~negatively~~undermine ~~impact~~our ability to complete our ~~operations~~initial business ~~and~~combination ~~profitability~~on terms that would produce value for our stockholders.

IfAny potential wetarget ~~determine~~business towith ~~simultaneously~~which ~~acquire~~we ~~several~~enter ~~businesses~~into ~~that~~negotiations ~~are~~concerning ~~owned~~an byinitial ~~different~~business ~~sellers,~~combination we will ~~need~~be ~~for~~aware ~~each~~that we ofmust ~~such~~complete ~~sellers to agree that~~ our ~~purchase~~initial ~~of its~~ business iscombination ~~contingent~~by onJune ~~the~~2, ~~simultaneous~~2024 ~~closings~~(assuming of the ~~other~~remaining ~~business~~extension ~~combinations,~~payment ~~which~~is ~~may~~made ~~make~~for itthe ~~more~~period from ~~difficult~~May ~~for us~~2, ~~and~~2024 ~~delay~~to ~~our~~June ~~ability~~2, to2024). ~~complete~~Consequently, ~~our~~such ~~initial~~target business ~~combination.~~may Weobtain doleverage ~~not,~~over ~~however,~~us ~~intend~~in tonegotiating ~~purchase~~an ~~multiple~~initial ~~businesses~~business combination, inknowing ~~unrelated~~that ~~industries~~if inwe ~~conjunction~~do ~~with~~not complete our initial business combination. ~~With~~with ~~multiple~~that ~~business~~particular ~~combinations~~target business, we ~~could~~may be ~~also~~unable ~~face~~to ~~additional~~complete ~~risks,~~our ~~including~~initial ~~additional~~business ~~burdens~~combination ~~and costs~~ with ~~respect~~any totarget ~~possible~~business. ~~multiple~~This ~~negotiations~~risk ~~and~~will ~~due~~increase ~~diligence~~as ~~investigations~~we ~~(if~~get ~~there~~closer ~~are~~to ~~multiple~~the timeframe ~~sellers)~~described ~~and~~above. ~~the~~In ~~additional~~addition, ~~risks~~we ~~associated~~may ~~with~~have ~~the~~limited ~~subsequent~~time ~~assimilation~~to ofconduct ~~the~~due ~~operations~~diligence and ~~services~~may orenter ~~products~~into ofour ~~the~~initial ~~acquired~~business combination ~~companies~~on interms athat ~~single operating business. If~~ we ~~are~~would ~~unable~~have torejected ~~adequately~~upon ~~address~~a ~~these~~more ~~risks,~~comprehensive ~~it could negatively impact our profitability and results of operations~~investigation.

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.40

InWe may ~~pursuing~~not ~~our~~be ~~initial~~able ~~business combination strategy, we may seek~~ to ~~effectuate~~complete our initial business combination ~~with~~within athe ~~privately~~prescribed ~~held~~time ~~company.~~frame, ~~Very~~in ~~little~~which ~~public~~case ~~information generally exists about private companies, and~~ we ~~could~~would becease ~~required~~all operations toexcept ~~make~~for ~~our~~the ~~decision~~purpose onof ~~whether~~winding toup ~~pursue~~and awe ~~potential~~would ~~initial~~redeem ~~business~~our ~~combination~~public onshares ~~the~~and ~~basis of limited information~~liquidate, in which ~~may~~case ~~result~~our inpublic stockholders anmay ~~initial~~only ~~business~~receive ~~combination~~$10.10 ~~with~~per ashare, ~~company~~or ~~that~~less isthan ~~not~~such asamount ~~profitable~~in ascertain ~~we suspected~~circumstances, ifand atour ~~all~~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 ~~issue~~not ~~our~~be ~~shares~~able to ~~investors~~complete our ininitial ~~connection~~business ~~with~~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, ~~that~~payable isin 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 ~~than~~up to $100,000 of interest to pay dissolution expenses), divided by the ~~prevailing~~number ~~market~~of ~~price~~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. atSee ~~that~~“- ~~time~~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.

~~In connection with our initial business combination,~~ When we ~~may~~sought ~~issue~~stockholder ~~shares~~approval ~~to investors in private placement transactions (so-called PIPE transactions) at a price~~ of ~~$10.10~~our ~~per share or which approximates~~ the ~~per-share~~Business ~~amounts~~Combination, in our ~~Trust~~New ~~Account~~Sponsor, atdirectors, ~~such time~~officers, ~~which~~advisors isand ~~generally~~their ~~approximately~~affiliates could ~~$10.10.~~elect ~~The~~to ~~purpose~~purchase ofshares ~~such~~or ~~issuances~~warrants ~~will~~from bepublic tostockholders, ~~enable~~which usmay toinfluence ~~provide~~a ~~sufficient~~vote ~~liquidity~~on toa ~~the~~proposed ~~post-business~~initial business combination ~~entity. The price of the shares we issue may therefore be less,~~ and ~~potentially~~reduce ~~significantly less, than~~ the ~~market~~public ~~price~~“float” ~~for~~of our ~~shares~~Common ~~at such time~~Stock.

~~Our~~When we ~~management~~sought ~~may~~stockholder ~~not~~approval beof ~~able~~our toinitial ~~maintain~~business ~~control~~combination, ofour New Sponsor, directors, officers, advisors or their affiliates could purchase shares or public warrants or a ~~target~~combination ~~business~~thereof ~~after~~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.

WeSuch a purchase may ~~structure~~include ana ~~initial~~contractual ~~business~~acknowledgement ~~combination~~that sosuch ~~that~~stockholder, ~~the~~although ~~post-transaction~~still ~~company~~the inrecord ~~which~~holder of our ~~public~~shares ~~stockholders~~is no ~~own~~longer ~~shares~~the ~~will~~beneficial ~~own~~owner ~~less~~thereof ~~than~~and ~~100%~~therefore ofagrees not to exercise its redemption rights. In the ~~equity~~event ~~interests~~that our New Sponsor, directors, officers, advisors or ~~assets~~their ofaffiliates apurchase ~~target~~shares ~~business,~~in ~~but~~privately wenegotiated ~~will~~transactions ~~only~~from ~~complete~~public stockholders who have already elected to exercise their redemption rights, such ~~business~~selling ~~combination~~stockholders ifwould ~~the~~be ~~post-transaction~~required ~~company~~to ~~owns~~revoke ortheir ~~acquires~~prior elections ~~50%~~to orredeem ~~more~~their shares. The purpose of such purchases could be to vote such shares in favor of the ~~outstanding~~initial ~~voting~~business combination ~~securities~~and thereby increase the likelihood of obtaining stockholder approval of the ~~target~~initial orbusiness ~~otherwise~~combination, ~~acquires~~or to satisfy a ~~controlling~~closing ~~interest~~condition in ~~the~~an agreement with a target ~~sufficient~~that ~~for~~requires us ~~not~~ to behave ~~required~~a tominimum ~~register~~net asworth anor ~~investment~~a ~~company~~certain ~~under~~amount of cash at the ~~Investment~~closing ~~Company~~of ~~Act.~~our Weinitial ~~will~~business ~~not~~combination, ~~consider~~where ~~any~~it ~~transaction~~appears that ~~does~~such ~~not~~requirement ~~meet~~would ~~such~~otherwise ~~criteria.~~not ~~Even~~be ifmet. ~~the~~The ~~post-transaction~~purpose of ~~company~~any ~~owns~~such ~~50%~~purchases orof ~~more~~public ofwarrants ~~the~~could ~~voting~~be ~~securities~~to ofreduce the ~~target,~~number ~~our~~of ~~stockholders~~public ~~prior~~warrants outstanding or to ~~the~~vote ~~initial~~such ~~business~~warrants on ~~combination~~any ~~may~~matters ~~collectively~~submitted ~~own~~to athe ~~minority~~warrant ~~interest~~holders for approval in ~~the~~connection ~~post~~with our initial business combination. ~~company,~~Any ~~depending~~such onpurchases of ~~valuations~~our ~~ascribed~~securities tomay ~~the~~result ~~target~~in ~~and~~the uscompletion inof ~~the~~our initial business combination. ~~For~~that ~~example,~~may wenot ~~could~~otherwise ~~pursue~~have abeen ~~transaction~~possible. Any insuch ~~which~~purchases wewill ~~issue~~be areported ~~substantial~~pursuant ~~number~~to ofSection 13 ~~new~~and ~~shares~~Section 16 of ~~Common~~the ~~Stock~~Exchange inAct ~~exchange~~to ~~for~~the ~~all~~extent ofsuch ~~the~~purchasers are ~~outstanding~~subject ~~capital~~to ~~stock~~such ofreporting ~~a target~~requirements.

In ~~this case~~ addition, weif ~~would~~such ~~acquire~~purchases aare ~~100% interest in the target. However~~made, ~~as a result of~~ the ~~issuance~~public of“float” ~~a substantial number~~ of ~~new shares of common stock,~~ our ~~stockholders~~Common ~~immediately~~Stock ~~prior~~or topublic ~~such~~warrants ~~transaction~~and ~~could~~the ~~own~~number ~~less~~of beneficial ~~than~~holders ~~a majority~~ of our ~~outstanding~~securities ~~shares of common stock subsequent to such transaction. In addition, other minority stockholders~~ may ~~subsequently~~be ~~combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly~~reduced, ~~this~~possibly ~~may~~making ~~make~~ it ~~more~~difficult ~~likely~~to ~~that~~obtain ~~our~~or ~~management will not be able to~~ maintain ~~our control of~~ the ~~target business. We cannot provide assurance that~~quotation, ~~upon~~listing or ~~loss~~trading of ~~control~~our ofsecurities on a ~~target~~national ~~business,~~securities ~~new management will possess the skills, qualifications or abilities necessary to profitably operate such business~~exchange.

35Changes 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.

~~Table~~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 ~~Contents~~such policies have generally become less favorable. There can be no assurance that these trends will not continue.

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.41

~~Our~~The increased ~~amended~~cost and ~~restated~~decreased ~~certificate~~availability of ~~incorporation~~directors ~~does~~and ~~not~~officers ~~provide~~liability ainsurance ~~specified~~could ~~maximum~~make ~~redemption~~it ~~threshold,~~more ~~except~~difficult ~~that~~and inmore expensive nofor ~~event~~us ~~will~~to wenegotiate ~~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~~In ~~after~~order ~~payment~~to ofobtain ~~underwriters’~~directors ~~fees~~ and ~~commissions~~officers ~~(such~~liability ~~that~~insurance ~~we are not subject to the SEC’s “penny stock” rules)~~ or modify ~~any~~its ~~greater~~coverage ~~net~~as ~~tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. As~~ a result, weof ~~may~~becoming ~~be able to complete our initial business combination even though~~ a ~~substantial majority of our~~ public ~~stockholders~~company, ~~do not agree with~~ the ~~transaction and have redeemed their shares or, if we seek stockholder approval of our initial~~ post-business combination ~~and~~entity domight ~~not~~need ~~conduct redemptions in connection with our initial business combination pursuant~~ to ~~the~~incur ~~tender offer rules~~greater expense, ~~have~~accept ~~entered~~less ~~into~~favorable ~~privately~~terms ~~negotiated agreements to sell their shares to our New Sponsor, officers, directors, advisors~~ or ~~their affiliates~~both. InHowever, ~~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~~failure ~~required~~ to ~~satisfy~~obtain ~~cash~~adequate ~~conditions~~directors ~~pursuant~~and toofficers ~~the~~liability ~~terms~~insurance could ofhave ~~the~~an ~~proposed~~adverse ~~initial~~impact ~~business~~on ~~combination exceed~~ the ~~aggregate amount of cash available to us, we will not complete the initial~~ post-business combination’s orability ~~redeem any shares, all shares of Common Stock submitted for redemption will be returned~~ to ~~the~~attract ~~holders thereof,~~ and weretain ~~instead~~qualified ~~may~~officers ~~search for an alternate business combination~~and directors.

In addition, ~~order~~even after we were to ~~effectuate~~complete an initial business combination, ~~blank~~our ~~check~~directors ~~companies~~and ~~have,~~officers incould ~~the~~still ~~recent~~be ~~past,~~subject ~~amended~~to potential ~~various~~liability ~~provisions~~from ofclaims ~~their~~arising ~~charters~~from ~~and~~conduct ~~other~~alleged ~~governing~~to ~~instruments,~~have ~~including~~occurred ~~their~~prior ~~warrant~~to ~~agreements.~~the Weinitial ~~cannot~~business ~~assure~~combination. ~~you~~As ~~that~~a result, wein ~~will~~order ~~not seek~~ to ~~amend~~protect our ~~amended~~directors and ~~restated~~officers, ~~certificate~~the ofpost-business combination ~~incorporation~~entity ormay ~~governing~~need ~~instruments~~to inpurchase aadditional insurance ~~manner~~with ~~that~~respect ~~will~~to ~~make~~any itsuch ~~easier~~claims (“run-off insurance”). The need for usrun-off insurance towould ~~complete~~be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination ~~that~~on ~~our~~terms ~~stockholders~~favorable ~~may~~to ~~not~~our ~~support~~investors.

~~In order to effectuate an initial business combination, blank check companies have, in~~ As the ~~recent~~number ~~past, amended various provisions~~ of ~~their~~special ~~charters~~purpose ~~and~~acquisition ~~modified governing instruments, including their warrant agreements. For example, blank check~~ companies ~~have~~evaluating ~~amended~~targets ~~the definition of business combination~~increases, ~~increased~~attractive ~~redemption~~targets ~~thresholds~~may ~~and~~become ~~extended~~scarcer ~~the time to consummate an initial business combination~~ and, ~~with~~there may ~~respect to their warrants, amended their warrant agreements to require the warrants to~~ be ~~exchanged~~more competition for ~~cash~~attractive ~~and/or other securities~~targets. ~~Amending~~This ~~our~~could ~~amended~~increase ~~and restated certificate of incorporation requires~~ the ~~approval~~cost of ~~holders of 65% of~~ our common stock, and amending our warrant agreement will require a vote of holders of at least 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 byand ~~June~~could 2,even result ~~2023~~in ~~to consummate a business combination from the closing of~~ our ~~Initial~~inability ~~Public Offering 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~~In recent years, ~~provisions~~the number of ~~our~~special ~~amended~~purpose ~~and~~acquisition ~~restated~~companies ~~certificate of incorporation~~ that ~~relate~~have tobeen ~~our~~formed ~~pre-business~~has ~~combination~~increased ~~activity~~substantially. ~~(and~~Many potential ~~corresponding~~targets ~~provisions~~for ofspecial ~~the~~purpose ~~agreement~~acquisition ~~governing~~companies ~~the~~have ~~release~~already ofentered ~~funds~~into ~~from~~an ~~our~~initial ~~Trust~~business ~~Account)~~combination, ~~including~~and anthere are ~~amendment~~still tomany ~~permit~~special uspurpose toacquisition ~~withdraw~~companies ~~funds~~seeking ~~from~~targets ~~the~~for ~~Trust~~their ~~Account~~initial ~~such~~business ~~that~~combination, ~~the~~as ~~per~~well ~~share~~as ~~amount~~many ~~investors~~such companies ~~will~~currently ~~receive~~in ~~upon~~registration. ~~any~~As ~~redemption~~a orresult, ~~liquidation~~at istimes, ~~substantially~~fewer ~~reduced~~attractive ortargets ~~eliminated,~~ may be ~~amended with the approval of holders of 65% of our common stock~~available, ~~which~~and isit ~~a lower amendment threshold than that of some other blank check companies. It~~ may berequire ~~easier for us~~more time, ~~therefore,~~more toeffort ~~amend~~and ~~our~~more ~~amended~~resources ~~and~~to ~~restated~~identify ~~certificate~~a ofsuitable ~~incorporation~~target and ~~the trust agreement~~ to ~~facilitate~~consummate ~~the completion of~~ an initial business combination ~~that some of our stockholders may not support~~.

~~Our~~In addition, ~~amended~~because ~~and~~there ~~restated~~are ~~certificate~~more ofspecial ~~incorporation~~purpose ~~provides~~acquisition ~~that~~companies ~~any~~seeking ofto ~~its~~enter ~~provisions~~into ~~related~~an ~~to pre-~~initial business combination ~~activity~~with available ~~(including~~targets, the ~~requirement~~competition tofor ~~deposit~~available ~~proceeds~~targets ofwith ~~our~~attractive ~~Initial~~fundamentals ~~Public~~or ~~Offering~~business ~~and~~models ~~the~~may ~~private placement of warrants into the Trust Account and not release such amounts except in specified circumstances~~increase, ~~and~~which tocould cause ~~provide~~targets ~~redemption~~companies ~~rights~~ to ~~public~~demand ~~stockholders~~improved asfinancial ~~described~~terms. ~~herein~~Attractive ~~and~~deals ~~including~~could toalso ~~permit~~become usscarcer tofor ~~withdraw~~other ~~funds~~reasons, ~~from the Trust Account~~ such as ~~that~~economic ~~the~~or ~~per~~industry ~~share~~sector ~~amount~~downturns, ~~investors~~geopolitical ~~will~~tensions, ~~receive upon any redemption~~ or ~~liquidation~~increases isin ~~substantially~~the ~~reduced~~cost ~~or eliminated) may be amended if approved by holders~~ of ~~65%~~additional ofcapital ~~our~~needed ~~common stock entitled~~ to ~~vote~~close business ~~thereon,~~combinations ~~and~~or ~~corresponding~~operate ~~provisions~~targets ofpost-business combination. ~~the~~This ~~trust~~could ~~agreement~~increase ~~governing~~ the ~~release~~cost of, ~~funds~~delay ~~from~~or ~~our~~otherwise ~~Trust~~complicate or ~~Account~~frustrate ~~may be amended if approved by holders of 65% of~~ our ~~common~~ability ~~stock entitled~~ to ~~vote~~consummate ~~thereon.~~an Ininitial ~~all~~business ~~other instances~~combination, ~~our amended~~ and ~~restated certificate of incorporation~~ may beresult ~~amended~~in ~~by holders of a majority of~~ our ~~outstanding~~inability ~~common stock entitled~~ to ~~vote~~consummate ~~thereon,~~an ~~subject~~initial business tocombination ~~applicable~~on ~~provisions~~terms offavorable ~~the~~to ~~DGCL~~our orinvestors ~~applicable stock exchange rules~~altogether. WeIf ~~may~~we ~~not~~are ~~issue~~unable ~~additional~~to ~~securities~~consummate ~~that~~an ~~can~~initial ~~vote~~business ~~on amendments to~~ combination, our ~~amended~~public ~~and~~stockholders ~~restated~~may ~~certificate~~receive ofonly ~~incorporation~~$10.10 ~~Our~~per ~~initial~~public ~~stockholders~~share, ~~who~~or ~~will~~less ~~collectively~~than ~~beneficially~~$10.10 ~~own~~per uppublic toshare, ~~20%~~on ~~of our common stock upon~~ the ~~closing~~redemption of ~~our Initial Public Offering (not including the~~ their shares, ofour ~~Common~~detachable ~~Stock~~redeemable ~~issuable~~warrants towill ~~Maxim~~expire worthless and ~~assuming~~no ~~they~~distributable doredeemable ~~not~~warrants ~~purchase any Units in our Initial Public Offering),~~ will ~~participate~~have inbeen ~~any vote to~~ distributed.

36Risks Relating to our Securities.

~~Table~~If a stockholder fails to receive notice of ~~Contents~~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.

~~amend~~We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial ~~amended~~business ~~and~~combination. ~~restated~~Despite ~~certificate~~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 ~~incorporation~~the ~~and/~~opportunity to redeem its shares. In addition, proxy materials or ~~trust~~tender ~~agreement~~offer ~~and~~documents, as applicable, that we will ~~have~~furnish to holders of our public shares in connection with our initial business combination will describe the ~~discretion~~various toprocedures ~~vote~~that must be complied with in ~~any~~order ~~manner~~to ~~they~~validly ~~choose.~~tender Asor aredeem ~~result~~public shares. For example, we may berequire ~~able~~our public stockholders seeking to ~~amend~~exercise ~~the~~their ~~provisions~~redemption ofrights, ~~our~~whether ~~amended~~they ~~and~~are ~~restated~~record holders ~~certificate~~or ofhold ~~incorporation~~their ~~which~~shares ~~govern~~in “street name,” to either tender their certificates to our ~~pre-initial~~transfer ~~business~~agent ~~combination~~prior ~~behavior~~to the ~~more~~date ~~easily~~set ~~than~~forth ~~some~~in ~~other~~the ~~blank~~tender ~~check~~offer ~~companies~~documents mailed to such holders, ~~and~~or ~~this~~up ~~may~~to ~~increase~~two ~~our~~business days ~~ability~~prior to ~~complete~~the anvote on the proposal to approve the initial business combination ~~with~~in ~~which~~the ~~you~~event dowe ~~not~~distribute ~~agree~~proxy materials, or to deliver their shares to the transfer agent electronically. ~~Our~~In ~~stockholders~~the ~~may~~event ~~pursue~~that ~~remedies~~a ~~against~~stockholder usfails ~~for~~to ~~any~~comply ~~breach~~with ofthese ~~our~~or ~~amended~~any ~~and~~other ~~restated~~procedures, ~~certificate~~its shares ofmay ~~incorporation~~not be redeemed.

~~Our New Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they~~ You will not ~~propose~~have 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, 2023 from the closing of our Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or ~~pre-initial~~interests ~~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,~~funds ~~equal~~from to the ~~aggregate amount then on deposit in the~~ Trust Account, ~~divided~~except byunder ~~the~~certain ~~number~~limited ~~of then outstanding public shares~~circumstances. ~~These~~To ~~agreements~~liquidate your ~~are contained in a letter agreement that we have entered into with our New Sponsor~~investment, ~~officers and directors. Our stockholders are not parties to~~therefore, oryou ~~third-party~~may ~~beneficiaries~~be ~~of,~~forced ~~these agreements and, as a result, will not have the ability~~ to ~~pursue~~sell ~~remedies~~your ~~against~~public ~~our~~shares ~~New Sponsor, officers~~ or ~~directors for any breach of these agreements. As a result~~warrants, inpotentially ~~the~~at ~~event of~~ a ~~breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law~~loss.

WeOur public ~~may~~stockholders will be ~~unable~~entitled to ~~obtain~~receive ~~additional~~funds ~~financing~~from the Trust Account only upon the earliest to ~~complete~~occur of: (i) our completion of an initial business combination, orand then only in connection with those shares of Common Stock that such stockholder properly elected to ~~fund~~redeem, subject to the ~~operations~~limitations ~~and~~described ~~growth~~herein, (ii) the redemption of any public shares properly submitted in connection with a ~~target~~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, ~~which~~2024 ~~could~~(assuming ~~compel~~the usremaining extension payment is made for the period from May 2, 2024 to June ~~restructure~~2, 2024) or ~~abandon~~(B) awith ~~particular~~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.

We have not selected any specific business combination target, but intend to target businesses larger than we could acquire with the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants. As a result, 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.42

~~Our~~Nasdaq may ~~initial~~delist ~~stockholders~~our ~~may~~securities ~~exert~~from atrading ~~substantial~~on ~~influence~~its onexchange, ~~actions~~which ~~requiring~~could alimit ~~stockholder~~investors’ ~~vote,~~ability ~~potentially~~to make transactions in aour securities ~~manner~~and ~~that~~subject ~~you~~us doto ~~not~~additional ~~support~~trading restrictions.

Our securities ~~initial~~are ~~stockholders~~suspended ~~own~~from ~~shares~~listing ~~representing~~on 57Nasdaq.0% ofWe ~~our~~cannot ~~issued~~assure ~~and~~you ~~outstanding~~that ~~shares~~our ofsecurities ~~common~~will ~~stock~~continue ~~(not~~to ~~including the shares of Common Stock underlying the Private Placement Warrants). Accordingly~~be, ~~they~~listed ~~may exert a substantial influence~~ on ~~actions requiring a stockholder vote, potentially~~ Nasdaq in athe ~~manner~~future ~~that~~or ~~you~~prior ~~do not support, including amendments~~ to our ~~amended~~initial ~~and~~business ~~restated~~combination. ~~certificate~~In oforder ~~incorporation~~to ~~and~~continue ~~approval~~listing ofour ~~major~~securities ~~corporate~~on ~~transactions.~~Nasdaq Ifprior ~~our~~to our initial ~~stockholders~~business ~~purchase~~combination, ~~any~~we ~~additional~~must ~~shares~~maintain ofcertain ~~common stock in the aftermarket or in privately negotiated transactions~~financial, ~~this~~distribution ~~would~~and ~~increase~~stock ~~their~~price ~~control~~levels. ~~Factors~~Generally, ~~that~~we ~~would~~must bemaintain a ~~considered~~minimum amount in ~~making~~stockholders’ ~~such~~equity ~~additional~~(generally ~~purchases~~$2,500,000) ~~would~~and ~~include~~a ~~consideration~~minimum number of ~~the~~holders ~~current trading price~~ of our ~~Common~~securities ~~Stock.~~(generally 300 Inpublic ~~addition,~~holders). ~~our board of directors~~Additionally, ~~whose~~in ~~members~~connection ~~were~~with ~~elected by~~ our initial ~~stockholders,~~business ~~is divided into two classes~~combination, ~~each~~we ofwill ~~which~~be ~~serve~~required ~~for~~to ademonstrate ~~term of two years~~ compliance with ~~only~~Nasdaq’s ~~one~~initial ~~class~~listing ofrequirements, ~~directors~~which ~~being~~are ~~elected~~more inrigorous ~~each year.~~than WeNasdaq’s ~~may~~continued ~~not~~listing ~~hold~~requirements, in anorder ~~annual meeting of stockholders~~ to ~~elect~~continue ~~new directors prior~~ to maintain the ~~completion~~listing of our ~~initial~~securities ~~business~~on ~~combination,~~Nasdaq. inFor ~~which~~instance, ~~case~~our ~~all~~stock ofprice ~~the~~would ~~current~~generally ~~directors~~be ~~will~~required to ~~continue~~be ~~in office until~~ at least ~~the~~$4.00 ~~completion~~per ofshare, ~~the~~our ~~initial~~stockholders’ ~~business~~equity ~~combination.~~would Ifgenerally ~~there~~be isrequired anto ~~annual~~be ~~meeting,~~at asleast a$5.0 ~~consequence~~million ofand ~~our~~we would ~~“staggered”~~be ~~board~~required ofto ~~directors,~~have ~~only~~ a ~~minority~~minimum of ~~the~~300 ~~board~~round oflot ~~directors~~holders ~~will~~of ~~be considered for election and~~ our ~~initial~~securities. ~~stockholders,~~We ~~because~~cannot ofassure ~~their~~you ~~ownership~~that ~~position,~~we will ~~have~~be ~~considerable~~able ~~influence~~to ~~regarding~~meet those ~~the outcome. Accordingly, our~~ initial ~~stockholders~~listing ~~will~~requirements ~~continue to exert control~~ at ~~least~~that ~~until the completion of our initial business combination~~time.

37If 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:

~~Table~~● a limited availability of ~~Contents~~market quotations for our securities;

We● ~~may~~reduced ~~amend~~liquidity ~~the~~for 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.~~securities;

~~Our~~● ~~warrants will be issued in registered form under~~ a ~~warrant~~determination ~~agreement~~that ~~between~~our ~~Continental~~Common Stock ~~Transfer &~~is ~~Trust~~a ~~Company,~~“penny asstock” ~~warrant~~which ~~agent,~~will ~~and~~require ~~us.~~brokers ~~The~~trading ~~warrant~~in ~~agreement~~our ~~provides~~Common ~~that~~Stock ~~the terms of the warrants may be amended without the consent of any holder~~ to ~~cure~~adhere ~~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~~more ~~any~~stringent ~~change~~rules ~~that~~and ~~adversely~~possibly ~~affects~~result ~~the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants~~ in a ~~manner~~reduced ~~adverse~~level ~~to a holder if holders~~ of attrading ~~least~~activity ~~65%~~in of the ~~then~~secondary ~~outstanding~~trading ~~public~~market ~~warrants~~for ~~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.securities;

We● ~~may redeem your unexpired warrants prior to their exercise at~~ a ~~time~~limited ~~that~~amount isof ~~disadvantageous~~news toand ~~you,~~analyst ~~thereby~~coverage; ~~making your warrants worthless.~~and

We● ~~have~~a ~~the~~decreased ability to ~~redeem~~issue ~~outstanding~~additional ~~warrants~~securities ~~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~~obtain ~~$18.00~~additional ~~per~~financing 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~~future. 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~~The National ~~warrants~~Securities ~~and~~Markets ~~founder~~Improvement ~~shares~~Act ~~may~~of ~~have~~1996, anwhich ~~adverse~~is ~~effect~~a onfederal statute, prevents or preempts the ~~market~~states ~~price~~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 ~~make~~warrants itwill ~~more~~be ~~difficult~~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 ~~effectuate~~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.

~~Our~~You will ~~New~~not ~~Sponsor~~be ~~currently~~entitled ~~owns an aggregate of 2,581,500 founder shares. The founder shares are convertible into shares of Common Stock on a one-for-one basis, subject~~ to ~~adjustment~~protections asnormally ~~set~~afforded ~~forth herein. 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~~investors of ~~such~~many ~~loans~~other ~~may~~blank becheck ~~converted into private placement-equivalent warrants at a price of $1~~companies.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 Since the ~~extent~~net weproceeds ~~issue~~of ~~shares~~our Initial Public Offering and the sale of ~~Common~~the ~~Stock~~Private Placement Warrants are intended to ~~effectuate~~be used to complete an initial business combination with a target business that has not been identified, ~~the~~we ~~potential~~may ~~for~~be ~~the~~deemed ~~issuance~~to ofbe a “blank ~~substantial~~check” ~~number~~company ofunder ~~additional~~the ~~shares~~United ofStates ~~Common~~securities ~~Stock~~laws. However, because we will have net tangible assets in excess of $5,000,000 upon ~~conversion~~the successful completion of ~~these~~our ~~rights~~Initial orPublic ~~exercise~~Offering and the sale of ~~these~~the ~~warrants~~Private ~~could~~Placement Warrants ~~make~~and uswill file a ~~less~~Current ~~attractive~~Report ~~business~~on ~~combination~~Form 8-K, ~~vehicle~~including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to aprotect ~~target~~investors ~~business.~~in ~~Any~~blank check companies, such ~~issuance~~as Rule 419. Accordingly, investors will ~~increase~~not be afforded the ~~number~~benefits or protections of ~~issued~~those ~~and~~rules. ~~outstanding~~Among ~~shares~~other ofthings, this means our Units ~~Common~~will ~~Stock~~be immediately tradable and ~~reduce~~we ~~the~~will ~~value~~have ofa ~~the~~longer ~~shares~~period of ~~Common~~time ~~Stock issued~~ to complete ~~the~~our initial business combination than do companies subject to Rule 419. ~~Therefore~~Moreover, if our ~~warrants~~Initial ~~and~~Public ~~founder~~Offering ~~shares~~were ~~may~~subject ~~make~~to itRule 419, ~~more~~that rule would ~~difficult~~prohibit tothe ~~effectuate~~release anof ~~initial~~any ~~business~~interest ~~combination~~earned oron ~~increase~~funds held in the ~~cost~~Trust ofAccount ~~acquiring~~to us unless and until the funds ~~target~~in the Trust Account were released to us in connection with our completion of an initial business combination.

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.43

38Because 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.

~~Table~~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 ~~Contents~~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~~If ~~exercise~~the ~~price~~net ~~for~~proceeds of our Initial Public Offering and the ~~public~~sale ~~warrants~~of isthe ~~higher~~Private ~~than~~Placement Warrants not being held in ~~some~~the ~~similar~~Trust ~~blank~~Account ~~check~~are ~~company~~insufficient ~~offerings~~to inallow us to operate by June 2, 2024 (assuming the ~~past~~remaining extension payment is made for the period from May 2, ~~and~~2024 to June 2, ~~accordingly~~2024) to consummate a business combination, particularly given the ~~warrants~~February ~~are~~Redemptions, ~~more~~we ~~likely~~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.

The funds ~~exercise~~available ~~price~~to us outside of the ~~public~~Trust ~~warrants~~Account ismay ~~higher~~not ~~than~~be ~~some~~sufficient ~~similar~~to ~~blank~~allow ~~check~~us ~~companies~~to inoperate by June 2, 2024 (assuming the remaining ~~past.~~extension ~~Historically~~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 ~~exercise~~funds ~~price~~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 ~~warrant~~business ~~was~~combination; ~~generally~~however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a ~~fraction~~portion of the ~~purchase~~funds ~~price~~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 ~~Units~~funds as a down payment or to fund a “no-shop” provision (a provision in ~~the~~letters ~~Initial~~of ~~Public~~intent ~~Offering.~~or ~~The~~merger ~~exercise~~agreements ~~price~~designed to keep target businesses from “shopping” around for ~~our~~transactions ~~public~~with ~~warrants~~other iscompanies ~~$11.50~~on ~~per~~terms ~~share~~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. AsIf 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), ~~the~~we ~~warrants~~might ~~are~~not ~~less~~have ~~likely~~sufficient funds to ~~ever~~continue besearching infor, 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 ~~money~~liquidation of our Trust Account and ~~more~~our ~~likely~~warrants towill expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share upon our liquidation.

~~A provision of our warrant agreement may make it more difficult for use to consummate an initial business combination.~~44

~~Unlike~~If the ~~some~~net ~~other~~proceeds ~~blank~~of ~~check~~our ~~companies~~Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient, ifit 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.

~~(i)~~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 ~~issue~~are required to seek additional ~~shares~~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 ~~Common~~our ~~Stock~~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 ~~equity-linked~~from ~~securities~~funds ~~for~~released to us upon completion of our initial business combination. Up to $1,500,000 of such working capital ~~raising~~loans ~~purposes~~may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in ~~connection~~the ~~with~~holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the ~~closing~~option of the lender. Prior to the completion of our initial business combination, atwe 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 ~~Newly~~waiver ~~Issued~~against any ~~Price~~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 $910.2010 per share, on the redemption of their shares.

~~(ii)~~Subsequent to the ~~aggregate~~completion ~~gross~~of ~~proceeds~~our ~~from~~initial ~~such~~business ~~issuances~~combination, ~~represent~~we ~~more~~may ~~than~~be ~~60%~~required ofto ~~the~~take ~~total~~write-downs ~~equity~~or ~~proceeds~~write-offs, restructuring and impairment ~~interest~~or ~~thereon,~~other ~~available~~charges ~~for~~that ~~the~~could ~~funding~~have ofa ~~our~~significant ~~initial~~negative ~~business~~effect ~~combination~~ on ~~the~~our ~~date~~financial ofcondition, ~~the~~results ~~consummation~~ of operations and our ~~initial~~stock ~~business~~price, ~~combination~~which ~~(net~~could cause you to lose some or all of ~~redemptions),~~your ~~and~~investment.

~~(iii)~~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 ~~Market~~target ~~Value~~business isand ~~below~~outside $9of our control will not later arise.20 ~~per~~As ~~share~~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.

~~then~~If third ~~the~~parties ~~exercise~~bring ~~price~~claims ofagainst us, the ~~warrants~~proceeds ~~will~~held bein ~~adjusted to be equal to 115% of~~ the ~~higher~~Trust ofAccount ~~the~~could ~~Market~~be ~~Value~~reduced and the ~~Newly Issued Price, and the $18.00~~ per -share redemption ~~trigger~~amount received ~~price~~by ~~will~~stockholders bemay ~~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~~$10.10 ~~SPACs~~per ~~that do not have such provision and may make it more difficult for us to consummate an initial business combination with a target business~~share.

~~Because~~Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we ~~must~~will ~~furnish~~seek to ~~our~~have ~~stockholders~~all ~~with~~vendors, service providers, prospective target businesses and other entities with which we do business ~~financial~~execute agreements ~~statements~~with us waiving any right, wetitle, 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 ~~lose~~not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the ~~ability~~Trust Account, including, but not limited to, ~~complete~~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 ~~otherwise~~agreement ~~advantageous~~waiving ~~initial~~such ~~business~~claims ~~combination~~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 ~~some~~a ~~prospective~~third ~~target~~party ~~businesses~~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.

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.45

~~Risks~~Examples of ~~Relatin~~

Filing Compare · OceanTech Acquisitions I Corp.