UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 121, 2024

OceanTech Acquisitions I Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-40450		85-2122558
(Commission File Number)		(IRS Employer Identification No.)

515 Madison Avenue, Suite 8133

New York, New York 10022

(Address of principal executive offices) (Zip Code)

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

_____________________________________

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

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

	☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant	OTECU	The Nasdaq Stock Market LLC
Class A Common Stock, $0.0001 par value per share	OTEC	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	OTECW	The Nasdaq Stock Market LLC

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 3.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~May~~April 118, 2024, OceanTech Acquisitions I Corp., a Delaware ~~corporation~~Corporation (the “Company”), ~~issued~~received aconfirmation ~~press release~~that ~~announcing~~the ~~that~~Nasdaq itListing ~~caused~~Council togranted ~~be deposited $30,000 into~~ the Company’s ~~trust~~an ~~account~~exception onuntil May 127, 2024, ~~for its public stockholders, allowing the Company~~ to ~~extend~~complete ~~the period of time it has to consummate~~ its initial business combination byand ~~one month from May 2,~~demonstrate ~~2024~~compliance towith ~~June 2, 2024 (~~the ~~“Extension”).~~Nasdaq ~~The~~Listing ~~Extension is the twelfth of twelve, one month extensions permitted under the Company’s governing documents~~Rules.

AOn May ~~copy~~21, 2024, the Company received written notice (the “Notice”) from the listing qualifications department of The Nasdaq Stock Market (“Nasdaq”) providing that because the ~~press~~Company ~~release~~had isnot filed the Quarterly Report on Form 10-Q ~~attached~~for ~~hereto~~the asfirst ~~Exhibit~~quarter 99ended March 31, 2024 (the “Quarterly Report”), the Company was not in compliance with Listing Rule 5250(c)(1), and such matter shall be considered by the Nasdaq Hearing Panel for continued listing on Nasdaq. The Notice requested that the Company present its views with respect to this additional deficiency to the Nasdaq Hearing Panel in writing no later than May 28, 2024 (extended from May 27, 2024, pursuant to Listing Rule 5840(e)(1), as May 28, 2024 is the next day that is not a Saturday, Sunday, federal holiday or Nasdaq holiday), make a public announcement by issuing a press release disclosing receipt of the Notice and the Nasdaq Listing Rules upon which the Notice is ~~incorporated~~based, ~~herein~~and notify Nasdaq’s MarketWatch Department. The Company hereby submits the press release and has notified Nasdaq’s MarketWatch Department. The Company fully intends to file its Quarterly Report by ~~reference~~May 28, 2024.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
99.1	~~Press Release dated May 1, 2024~~	Press Release dated May 22, 2024
104	~~Cover Page Interactive Data File (Embedded within the Inline XBRL document)~~	Cover Page Interactive Data File (Embedded within the Inline XBRL document)

SIGNATURES

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

	OCEANTECH ACQUISITIONS I CORP.
Date: May 1, 2024	By:	/s/ Suren Ajjarapu
Date: May 22, 2024	By:	/s/ Suren Ajjarapu
		Name: Suren Ajjarapu
		Title: Chief Executive Officer
		(Principal Executive Officer)

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