false 2023 Q3 --12-31 0001846809 NY 1 0 0 87541322 1 1 1 P1Y 1 P0Y0M20D P5Y P90D P0Y0M20D P5Y1M2D P5Y5M1D 3 1 P1Y 1 1 0001846809 2023-01-01 2023-09-30 0001846809 tmb:UnitsEachConsistingOfOneShareOfClassaCommonStockAndOneRedeemableWarrantMember 2023-01-01 2023-09-30 0001846809 us-gaap:CommonClassAMember 2023-01-01 2023-09-30 0001846809 tmb:WarrantsEachWarrantExercisableForOneShareOfClassaCommonStockFor11.50PerShareMember 2023-01-01 2023-09-30 0001846809 us-gaap:CommonClassAMember 2023-11-17 0001846809 us-gaap:CommonClassBMember 2023-11-17 0001846809 2023-09-30 0001846809 2022-12-31 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2023-09-30 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2022-12-31 0001846809 tmb:CommonClassaNotSubjectToRedemptionMember 2023-09-30 0001846809 tmb:CommonClassaNotSubjectToRedemptionMember 2022-12-31 0001846809 us-gaap:CommonClassBMember 2023-09-30 0001846809 us-gaap:CommonClassBMember 2022-12-31 0001846809 us-gaap:CommonClassAMember 2023-09-30 0001846809 us-gaap:CommonClassAMember 2022-12-31 0001846809 2023-07-01 2023-09-30 0001846809 2022-07-01 2022-09-30 0001846809 2022-01-01 2022-09-30 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2023-07-01 2023-09-30 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2022-07-01 2022-09-30 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2023-01-01 2023-09-30 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2022-01-01 2022-09-30 0001846809 tmb:CommonShareNotSubjectRedemptionMember 2023-07-01 2023-09-30 0001846809 tmb:CommonShareNotSubjectRedemptionMember 2022-07-01 2022-09-30 0001846809 tmb:CommonShareNotSubjectRedemptionMember 2023-01-01 2023-09-30 0001846809 tmb:CommonShareNotSubjectRedemptionMember 2022-01-01 2022-09-30 0001846809 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001846809 us-gaap:CommonClassAMember 2023-03-31 0001846809 us-gaap:CommonClassBMember 2023-03-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-03-31 0001846809 2023-03-31 0001846809 us-gaap:CommonClassAMember 2023-06-30 0001846809 us-gaap:CommonClassBMember 2023-06-30 0001846809 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-06-30 0001846809 2023-06-30 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:CommonClassAMember 2022-03-31 0001846809 us-gaap:CommonClassBMember 2022-03-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-03-31 0001846809 2022-03-31 0001846809 us-gaap:CommonClassAMember 2022-06-30 0001846809 us-gaap:CommonClassBMember 2022-06-30 0001846809 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-06-30 0001846809 2022-06-30 0001846809 us-gaap:CommonClassAMember 2023-01-01 2023-03-31 0001846809 us-gaap:CommonClassBMember 2023-01-01 2023-03-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-03-31 0001846809 2023-01-01 2023-03-31 0001846809 us-gaap:CommonClassAMember 2023-04-01 2023-06-30 0001846809 us-gaap:CommonClassBMember 2023-04-01 2023-06-30 0001846809 us-gaap:AdditionalPaidInCapitalMember 2023-04-01 2023-06-30 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-04-01 2023-06-30 0001846809 2023-04-01 2023-06-30 0001846809 us-gaap:CommonClassAMember 2023-07-01 2023-09-30 0001846809 us-gaap:CommonClassBMember 2023-07-01 2023-09-30 0001846809 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2023-09-30 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-01 2023-09-30 0001846809 us-gaap:CommonClassAMember 2022-01-01 2022-03-31 0001846809 us-gaap:CommonClassBMember 2022-01-01 2022-03-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-01 2022-03-31 0001846809 2022-01-01 2022-03-31 0001846809 us-gaap:CommonClassAMember 2022-04-01 2022-06-30 0001846809 us-gaap:CommonClassBMember 2022-04-01 2022-06-30 0001846809 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-04-01 2022-06-30 0001846809 2022-04-01 2022-06-30 0001846809 us-gaap:CommonClassAMember 2022-07-01 2022-09-30 0001846809 us-gaap:CommonClassBMember 2022-07-01 2022-09-30 0001846809 us-gaap:AdditionalPaidInCapitalMember 2022-07-01 2022-09-30 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-07-01 2022-09-30 0001846809 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-09-30 0001846809 us-gaap:CommonClassAMember 2022-09-30 0001846809 us-gaap:CommonClassBMember 2022-09-30 0001846809 us-gaap:AdditionalPaidInCapitalMember 2022-09-30 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-09-30 0001846809 2022-09-30 0001846809 srt:ChiefExecutiveOfficerMember 2023-01-01 2023-09-30 0001846809 srt:ChiefFinancialOfficerMember 2023-01-01 2023-09-30 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 us-gaap:CommonClassBMember 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 2022-12-01 0001846809 2022-12-30 0001846809 2023-02-02 0001846809 2023-03-02 0001846809 us-gaap:CommonClassBMember 2023-03-13 0001846809 tmb:PrivatePlacementWarrantsMember 2023-03-13 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 tmb:FounderShareMember tmb:SponsorMember 2023-01-01 2023-09-30 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2023-01-01 2023-09-30 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2022-01-01 2022-12-31 0001846809 2023-05-28 2023-05-30 0001846809 tmb:IPOAndPrivatePlacementMember 2023-01-01 2023-09-30 0001846809 tmb:IPOAndPrivatePlacementMember 2023-09-30 0001846809 tmb:PrivateWarrantsMember 2022-06-02 0001846809 us-gaap:IPOMember 2022-12-01 0001846809 us-gaap:IPOMember 2022-12-30 0001846809 us-gaap:IPOMember 2023-02-02 0001846809 us-gaap:IPOMember 2023-03-02 0001846809 us-gaap:IPOMember 2022-12-31 0001846809 us-gaap:IPOMember 2023-05-02 0001846809 us-gaap:IPOMember 2023-06-01 0001846809 us-gaap:IPOMember 2023-06-27 0001846809 us-gaap:IPOMember 2023-07-28 0001846809 us-gaap:IPOMember 2023-08-30 0001846809 us-gaap:IPOMember 2023-09-27 0001846809 us-gaap:CommonClassBMember 2022-06-01 2022-06-02 0001846809 us-gaap:CommonClassAMember us-gaap:IPOMember 2023-09-30 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2021-12-31 0001846809 2022-01-01 2022-12-31 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 2021-02-28 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:FounderShareMember tmb:SponsorMember 2023-03-11 2023-03-13 0001846809 tmb:FounderShareMember tmb:SponsorMember 2023-03-13 0001846809 tmb:IntialBusinessCombinationMember 2023-09-30 0001846809 us-gaap:PrivatePlacementMember tmb:IntialBusinessCombinationMember 2023-01-01 2023-09-30 0001846809 tmb:FounderShareMember tmb:SponsorMember us-gaap:CommonClassBMember 2023-01-01 2023-09-30 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2021-02-14 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2023-09-30 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2022-12-31 0001846809 tmb:RelatedPartyLoansMember 2023-09-30 0001846809 tmb:AdministrativeSupportAgreementMember 2023-01-01 2023-09-30 0001846809 tmb:AdministrativeSupportAgreementMember 2022-01-01 2022-12-31 0001846809 tmb:AdministrativeSupportAgreementMember 2023-07-01 2023-09-30 0001846809 tmb:AdministrativeSupportAgreementMember 2022-07-01 2022-09-30 0001846809 tmb:AdministrativeSupportAgreementMember 2022-01-01 2022-09-30 0001846809 tmb:PromissoryNotesMember us-gaap:InvestorMember 2023-09-30 0001846809 tmb:PromissoryNotesMember us-gaap:InvestorMember us-gaap:CommonClassAMember 2023-01-01 2023-09-30 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 us-gaap:InvestorMember 2023-01-01 2023-09-30 0001846809 tmb:PublicWarrantsMember 2023-09-30 0001846809 tmb:PublicWarrantsMember 2022-12-31 0001846809 tmb:PrivatePlacementWarrantsMember 2023-09-30 0001846809 tmb:PrivatePlacementWarrantsMember 2022-12-31 0001846809 tmb:PublicWarrantsMember us-gaap:CommonClassAMember 2023-01-01 2023-09-30 0001846809 tmb:PublicWarrantsMember us-gaap:CommonClassAMember 2023-09-30 0001846809 tmb:PublicWarrantsMember 2023-01-01 2023-09-30 0001846809 tmb:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds18.00Member tmb:PrivatePlacementWarrantsMember 2023-01-01 2023-09-30 0001846809 tmb:USMoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2023-09-30 0001846809 tmb:USMoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-09-30 0001846809 us-gaap:FairValueMeasurementsRecurringMember 2023-09-30 0001846809 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-09-30 0001846809 tmb:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2023-09-30 0001846809 tmb:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2023-09-30 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember tmb:PrivatePlacementWarrantsMember 2023-09-30 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-09-30 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 2023-03-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2023-01-01 2023-03-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2023-03-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2023-03-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2023-04-01 2023-06-30 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2023-04-01 2023-06-30 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2023-06-30 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2023-06-30 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2023-07-01 2023-09-30 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2023-07-01 2023-09-30 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2023-09-30 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2023-09-30 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 2022-03-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2022-01-01 2022-03-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2022-03-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2022-03-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2022-04-01 2022-06-30 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2022-04-01 2022-06-30 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2022-06-30 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2022-06-30 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2022-07-01 2022-09-30 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2022-07-01 2022-09-30 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2022-09-30 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2022-09-30 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember tmb:ModifiedBlackScholesModelMember 2023-09-30 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember tmb:ModifiedBlackScholesModelMember 2023-09-30 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 tmb:PreAnnouncementMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember tmb:ModifiedBlackScholesModelMember 2023-09-30 0001846809 tmb:PreAnnouncementMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember tmb:ModifiedBlackScholesModelMember 2023-09-30 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember tmb:ModifiedBlackScholesModelMember 2023-09-30 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember tmb:ModifiedBlackScholesModelMember 2023-09-30 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:MeasurementInputProbabilityOfCompletingBusinessCombinationMember tmb:ModifiedBlackScholesModelMember 2023-09-30 0001846809 us-gaap:FairValueInputsLevel3Member tmb:MeasurementInputProbabilityOfCompletingBusinessCombinationMember tmb:ModifiedBlackScholesModelMember 2022-12-31 0001846809 us-gaap:OverAllotmentOptionMember 2023-01-01 2023-09-30 0001846809 us-gaap:OverAllotmentOptionMember tmb:UnderwritingAgreementMember 2021-06-20 2021-06-21 0001846809 tmb:UnderwritingAgreementMember 2023-09-30 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 us-gaap:CommonClassBMember 2021-06-21 0001846809 us-gaap:CommonClassBMember 2023-01-01 2023-09-30 0001846809 us-gaap:SubsequentEventMember 2023-10-22 2023-10-24 0001846809 us-gaap:SubsequentEventMember 2023-10-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure tmb:N

false 2024 Q1 --12-31 0001846809 1 0 0 87541322 812715 9471596 9372058 1 1 1 1829539 130000 1 P0Y0M20D P5Y P90D P0Y0M20D 466 466 330873 P5Y1M2D P5Y1M2D 3 1 1 0001846809 2024-01-01 2024-03-31 0001846809 tmb:UnitsEachConsistingOfOneShareOfClassCommonStockAndOneRedeemableWarrantMember 2024-01-01 2024-03-31 0001846809 tmb:ClassCommonStockParValue0.0001PerShareMember 2024-01-01 2024-03-31 0001846809 tmb:WarrantsEachWarrantExercisableForOneShareOfClassCommonStockFor11.50PerShareMember 2024-01-01 2024-03-31 0001846809 2024-05-28 0001846809 2024-03-31 0001846809 2023-12-31 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2024-03-31 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2023-12-31 0001846809 us-gaap:CommonClassBMember 2024-03-31 0001846809 us-gaap:CommonClassBMember 2023-12-31 0001846809 us-gaap:CommonClassAMember 2024-03-31 0001846809 us-gaap:CommonClassAMember 2023-12-31 0001846809 2023-01-01 2023-03-31 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2024-01-01 2024-03-31 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2023-01-01 2023-03-31 0001846809 tmb:CommonShareNotSubjectRedemptionMember 2024-01-01 2024-03-31 0001846809 tmb:CommonShareNotSubjectRedemptionMember 2023-01-01 2023-03-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001846809 us-gaap:CommonClassAMember 2022-12-31 0001846809 us-gaap:CommonClassBMember 2022-12-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001846809 2022-12-31 0001846809 us-gaap:CommonClassAMember 2024-01-01 2024-03-31 0001846809 us-gaap:CommonClassBMember 2024-01-01 2024-03-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-03-31 0001846809 us-gaap:CommonClassAMember 2023-01-01 2023-03-31 0001846809 us-gaap:CommonClassBMember 2023-01-01 2023-03-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-03-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-03-31 0001846809 us-gaap:CommonClassAMember 2023-03-31 0001846809 us-gaap:CommonClassBMember 2023-03-31 0001846809 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001846809 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-03-31 0001846809 2023-03-31 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 2022-11-29 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 2023-05-17 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 2024-01-30 0001846809 2024-03-04 0001846809 2023-01-01 2023-12-31 0001846809 2023-05-28 2023-05-30 0001846809 tmb:IPOAndPrivatePlacementMember 2024-01-01 2024-03-31 0001846809 tmb:IPOAndPrivatePlacementMember 2024-03-31 0001846809 tmb:PrivateWarrantsMember 2024-03-31 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 2024-06-30 0001846809 us-gaap:CommonClassBMember 2022-05-30 2022-06-02 0001846809 tmb:CommonClassaSubjectToRedemptionMember 2023-03-31 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 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:PurchaseAgreementMember 2023-03-11 2023-03-13 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2021-02-14 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2024-03-31 0001846809 tmb:PromissoryNoteWithRelatedPartyMember 2023-12-31 0001846809 tmb:RelatedPartyLoansMember 2023-09-30 0001846809 tmb:AdministrativeSupportAgreementMember 2024-01-01 2024-03-31 0001846809 tmb:AdministrativeSupportAgreementMember 2023-01-01 2023-12-31 0001846809 tmb:AdministrativeSupportAgreementMember 2023-01-01 2023-03-31 0001846809 tmb:PromissoryNotesMember us-gaap:InvestorMember 2024-03-31 0001846809 tmb:PromissoryNotesMember us-gaap:InvestorMember us-gaap:CommonClassAMember 2024-01-01 2024-03-31 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 2024-01-01 2024-03-31 0001846809 us-gaap:InvestorMember us-gaap:CommonClassAMember 2024-03-31 0001846809 tmb:PromissoryNotesMember us-gaap:InvestorMember 2023-01-01 2023-12-31 0001846809 tmb:PublicWarrantsMember 2024-03-31 0001846809 tmb:PublicWarrantsMember 2023-12-31 0001846809 tmb:PrivatePlacementWarrantsMember 2024-03-31 0001846809 tmb:PrivatePlacementWarrantsMember 2023-12-31 0001846809 tmb:PublicWarrantsMember us-gaap:CommonClassAMember 2024-01-01 2024-03-31 0001846809 tmb:PublicWarrantsMember us-gaap:CommonClassAMember 2024-03-31 0001846809 tmb:PublicWarrantsMember 2024-01-01 2024-03-31 0001846809 tmb:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds18.00Member tmb:PrivatePlacementWarrantsMember 2024-01-01 2024-03-31 0001846809 tmb:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-03-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember tmb:PublicPlacementWarrantsMember 2024-03-31 0001846809 tmb:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-03-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember tmb:PrivatePlacementWarrantsMember 2024-03-31 0001846809 us-gaap:FairValueMeasurementsRecurringMember 2024-03-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-03-31 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:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PublicWarrantsMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PublicPlacementWarrantsMember 2024-01-01 2024-03-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2024-01-01 2024-03-31 0001846809 us-gaap:FairValueInputsLevel1Member 2023-03-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2024-01-01 2024-03-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2024-03-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2024-03-31 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 2023-03-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2023-01-01 2023-03-31 0001846809 us-gaap:FairValueInputsLevel1Member tmb:PublicWarrantsMember 2023-03-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:PrivatePlacementWarrantsMember 2023-03-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember tmb:ModifiedBlackScholesModelMember 2024-03-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember tmb:ModifiedBlackScholesModelMember 2024-03-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 tmb:PreAnnouncementMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember tmb:ModifiedBlackScholesModelMember 2024-03-31 0001846809 tmb:PreAnnouncementMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember tmb:ModifiedBlackScholesModelMember 2024-03-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember tmb:ModifiedBlackScholesModelMember 2024-03-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember tmb:ModifiedBlackScholesModelMember 2024-03-31 0001846809 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:MeasurementInputProbabilityOfCompletingBusinessCombinationMember tmb:ModifiedBlackScholesModelMember 2024-03-31 0001846809 us-gaap:FairValueInputsLevel3Member tmb:MeasurementInputProbabilityOfCompletingBusinessCombinationMember tmb:ModifiedBlackScholesModelMember 2023-12-31 0001846809 us-gaap:OverAllotmentOptionMember 2024-01-01 2024-03-31 0001846809 us-gaap:OverAllotmentOptionMember tmb:UnderwritingAgreementMember 2021-06-20 2021-06-21 0001846809 tmb:UnderwritingAgreementMember 2024-03-31 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 2024-03-31 0001846809 tmb:CommonClassaNotSubjectToRedemptionMember 2023-12-31 0001846809 us-gaap:CommonClassBMember 2021-06-21 0001846809 us-gaap:SubsequentEventMember 2024-04-03 0001846809 us-gaap:SubsequentEventMember 2024-05-01 0001846809 us-gaap:SubsequentEventMember 2024-06-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure tmb:N

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30~~March 31, ~~2023~~2024

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

For the transition period from to _____________

OceanTech Acquisitions I Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-40450

85-2122558

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

515 Madison Avenue, 8th Floor – Suite 8133 New York, New York		10022
515 Madison Avenue, 8th Floor - Suite 8133 New York, New York		10022
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

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

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

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock and one redeemable warrant	OTECU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	OTEC	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share	OTECW	The Nasdaq Stock Market LLC

*Registrant was suspended from trading on Nasdaq on January 24, 2024. Registrant’s market maker received approval of its Form 211 from FINRA on April 24, 2024 to begin trading over the counter with the symbol “OTAC” pending resolution with NASDAQ.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 1728, ~~2023~~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.

OCEANTECH ACQUISITIONS I CORP.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION		1
PART I - FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	1
	Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023, and 2022 (unaudited)	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2023, and 2022 (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
	Notes to Condensed Consolidated Financial Statements for the Three Months Ended March 31, 2024 (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2432
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3045
Item 4.	Control and Procedures	3045
Item 6.	Exhibits	3146
SIGNATURES		3247

PART I —- FINANCIAL INFORMATION

Item 1. Financial Statements

OCEANTECH ACQUISITIONS I CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	As of
	2023			2022
	March 31,			December 31,
	(Unaudited)			(Audited)
	2024			2023
	(Unaudited)
ASSETS:
Cash	$	7417,~~916~~183		$	35101,~~806~~174
Prepaid expense		78,220			179
Total current assets		17,183			101,174
Total current assets		153,136			35,985
Investments held in Trust Account		9,296,616			9,287,900
Investments held in Trust Account		9,167,017			19,429,439
TOTAL ASSETS	$	9,313,799		$	9,389,074
TOTAL ASSETS	$	9,320,153		$	19,465,424
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT:
Accounts payable and accrued expenses	$	23,~~968~~692,~~535~~805		$	13,~~614~~233,~~363~~469
Payable to Trust Account		90,298			—
Income tax payable		72,958			63,395
Income tax payable		81,823			—
Excise tax payable		112,338			112,338
Excise tax payable		112,338			—
Promissory notes		1,347,355			1,203,961
Promissory notes		927,957			—
Promissory notes – related party		448,039			448,039
Promissory notes – related party		448,039			323,039
Due to related parties		427,667			427,667
Due to related parties		397,667			307,667
Total current liabilities		6,101,162			5,488,869
Total current liabilities		5,026,657			2,245,069
Other long-term liabilities		2,000,000			2,000,000
Deferred underwriting commissions		3,614,100			3,614,100
Warrant liabilities		~~496~~1,~~310~~240,775			~~661~~330,~~747~~872
Total Liabilities		1112,~~137~~956,~~067~~037			811,~~520~~433,~~916~~841
Commitments and Contingencies (see Note 8)
Redeemable Common Stock
Class A common stock subject to possible redemption, 812,715 and 1,848,503 shares (at redemption value) at September 30, 2023 and December 31, 2022, respectively		9,167,017			19,419,552
Class A common stock subject to possible redemption, 812,715 shares at March 31, 2024 and December 31, 2023 at redemption value of $11.65 and $11.53 at March 31, 2024 and December 31, 2023, respectively		9,471,596			9,372,058
Stockholders’ Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,684,760 and 103,260 (excluding 812,715 and 1,848,503 shares subject to possible redemption) shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		269			10
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,684,760 (excluding 812,715 shares subject to possible redemption) shares issued and outstanding at March 31, 2024 and December 31, 2023		269			269
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; no shares and 2,581,500 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		—			259
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2024 and December 31, 2023		—			—
Additional paid-in capital		1,~~732~~455,~~737~~340			21,~~248~~549,~~291~~028
Accumulated deficit		(1214,~~716~~569,~~937~~443	)		(1012,~~723~~966,~~604~~122	)
Total Stockholders’ Deficit		(1013,~~983~~113,~~931~~834	)		(811,~~475~~416,~~044~~825	)
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT	$	9,~~320~~313,~~153~~799		$	199,~~465~~389,~~424~~074

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

OCEANTECH ACQUISITIONS I CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2023			2022			2023			2022
	2024			2023
Operating and formation costs	$	~~616~~711,~~315~~824		$	~~658~~464,~~976~~054		$	~~2,089,023~~		$	~~1,412,604~~
Loss from operations		(~~616~~711,~~315~~824	)		(~~658~~464,~~976~~054	)		~~(2,089,023~~	)		~~(1,412,604~~	)
Other income:
other income/(expenses)
Interest earned on investments in trust		~~116~~77,~~580~~213			~~354~~207,~~619~~405			~~516,603~~			~~433,795~~
Interest expense		(2649,~~253~~244	)		—			~~(39,857~~	)		—
Finance transaction costs		—			—(464,670	)		~~(464,670~~	)		—
Offering costs allocated to warrants		—			—			—			(3,600,000	)
Change in fair value of warrants		(909,903	)		(330,873	)
Change in fair value of warrants		165,437			308,445			165,437			5,798,246
Total other expense, net		(881,934	)		(588,138	)
Total other income, net		255,764			663,064			177,513			2,632,041
Loss before taxes		(1,593,758	)		(1,052,192	)
(Loss) Income before taxes		(360,551	)		4,088			(1,911,510	)		1,219,437
Provision for income taxes		(9,563	)		—
Provision for income taxes		(43,011	)		—			(81,823	)		—
Net loss	$	(1,603,321	)	$	(1,052,192	)
Net (loss) income	$	(403,562	)	$	4,088		$	(1,993,333	)	$	1,219,437
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		812,715			1,848,503
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		812,715			10,326,000			1,381,829			10,326,000
Basic and diluted net loss per common stock, Class A subject to possible redemption	$	(0.46	)	$	(0.23	)
Basic and diluted net (loss) income per common stock, Class A subject to possible redemption	$	(0.12	)	$	0.00		$	(0.49	)	$	0.09
Weighted average shares outstanding of non-redeemable common stock, basic and diluted		2,684,760			2,684,760
Weighted average shares outstanding of non-redeemable common stock, basic and diluted		2,684,760			2,684,760			2,684,760			2,684,760
Basic and diluted net loss per non-redeemable common stock	$	(0.46	)	$	(0.23	)
Basic and diluted net (loss) income per non-redeemable common stock	$	(0.12	)	$	0.00		$	(0.49	)	$	0.09

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

OCEANTECH ACQUISITIONS I CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~ 2024

	Class A				Class B						Additional						Total
	Common Stock				Common Stock						Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance as of December 31, 2022		103,260	$	10		2,581,500		$	259		$	2,248,291			(10,723,604	)	$	(8,475,044	)
Balance as of December 31, 2023		2,684,760	$	269		—		$	—		$	1,549,028		$	(12,966,122	)	$	(11,416,825	)
Contribution related to financing costs attributed to Aspire Securities Purchase Agreement		—		—		—			—			464,670			—			464,670
Fair value of Class A common shares to be transferred under promissory note		—		—		—			—			5,850			—			5,850
Remeasurement of Class A common stock to redemption value		—		—		—			—			(532,405	)		—			(532,405	)
Overdraw of Trust Assets Payable to Trust by Sponsor		—		—		—			—			(90,822	)		—			(90,822	)
Net loss		—		—		—			—			—			(1,052,192	)		(1,052,192	)
Remeasurement of Class A common stock subject to possible redemption		—		—		—			—			(8,716	)		—			(8,716	)
Balance as of March 31, 2023		103,260		10		2,581,500			259			2,180,556			(11,775,796	)		(9,594,971	)
Net loss		—		—		—			—			—			(1,603,321	)		(1,603,321	)
Fair Value of Class A Common Shares to be transferred under Promissory Notes (Note 6)		—		—		—			—			107,100			—			107,100
Balance as of March 31, 2024		2,684,760	$	269		—		$	—		$	1,455,340		$	(14,569,443	)	$	(13,113,834	)
Recognition of excise liability on trust redemptions		—		—		—			—			(112,338	)		—			(112,338	)
Remeasurement of Class A common stock to redemption value		—		—		—			—			(316,912	)		—			(316,912	)
Net loss		—		—		—			—			—			(537,579	)		(537,579	)
Balance as of June 30, 2023		103,260	$	10		2,581,500		$	259		$	1,858,406		$	(12,313,375	)	$	(10,454,700	)
Fair Value of Class A Common Shares to be transferred under Promissory Notes (Note 6)		—		—		—			—			6,300			—			6,300
Conversion of Class B common stock in Class A common stock		2,581,500		259		(2,581,500	)		(259	)		—			—			—
Remeasurement of Class A common stock to redemption value		—		—		—			—			(131,969	)		—			(131,969	)
Net loss		—		—		—			—			—			(403,562	)		(403,562	)
Balance as of September 30, 2023		2,684,760	$	269		—		$	—		$	1,732,737		$	(12,716,937	)	$	(10,983,931	)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2022~~2023

	Class A				Class B				Additional						Total
	Common Stock				Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of December 31, 2021		103,260	$	10		2,581,500	$	259	$	—		$	(12,688,552	)	$	(12,688,283	)
Balance as of December 31, 2022		103,260	$	10		2,581,500	$	259	$	2,248,291			(10,723,604	)	$	(8,475,044	)
Net income		—		—		—		—		—			4,449,036			4,449,036
Contribution related to financing costs attributed to Aspire Securities Purchase Agreement		—		—		—		—		464,670			—			464,670
Balance as of March 31, 2022		103,260	$	10		2,581,500	$	259	$	—		$	(8,239,516	)	$	(8,239,247	)
Remeasurement of Class A common stock to redemption value		—		—		—		—		(532,405	)		—			(532,405	)
Proceeds in excess of fair value of private placements warrants		—		—		—		—		1,316,565			—			1,316,565
Net loss		—		—		—		—		—			(1,052,192	)		(1,052,192	)
Fair value of Sponsor Shares transferred to extension investors		—		—		—		—		3,600,000						3,600,000
Balance as of March 31, 2023		103,260	$	10		2,581,500	$	259	$	2,180,556		$	(11,775,796	)	$	(9,594,971	)
Accretion of Class A common stock subject to possible redemption		—		—		—		—		(1,548,900	)		—			(1,548,900	)
Net income		—		—		—		—		—			(3,233,687	)		(3,233,687	)
Balance as of June 30, 2022		103,260	$	10		2,581,500	$	259	$	3,367,665		$	(11,473,203	)	$	(8,105,269	)
Accretion of Class A common stock subject to possible redemption		—		—		—		—		—			(105,225	)		(105,225	)
Net income		—		—		—		—		—			4,088			4,088
Balance as of September 30, 2022		103,260	$	10		2,581,500	$	259	$	3,367,665		$	(11,574,340	)	$	(8,206,406	)

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

OCEANTECH ACQUISITIONS I CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2023			2022
	2024			2023
Cash Flows from Operating Activities:
Net (loss) income	$	(1,993,333	)	$	1,219,437
Net loss	$	(1,603,321	)	$	(1,052,192	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments in trust		(~~516~~77,~~603~~213	)		(~~433~~207,~~795~~405	)
Non-cash interest expense		3949,~~857~~244			—
Change in fair value of warrants		~~(165~~909,~~437~~903	)		(5330,~~798,246~~873	)
Finance transaction cost		~~464,670~~—			3464,~~600,000~~670
Changes in operating assets and liabilities:
Prepaid assets		~~(78,041~~—	)		~~230,869~~179
Accounts payable and accrued expenses		1459,~~354,172~~336			~~489~~362,~~447~~907
Income tax payable		819,~~823~~563			—
Due to related party		~~90,000~~—			9030,000
Net cash used in operating activities		(~~722~~252,~~892~~488	)		(~~602~~70,~~288~~968	)
Cash Flows from Investing Activities:
Investment of cash in trust account for extensions		(650,000	)		(1,548,900	)
Extension Contributions to Trust Account		(60,000	)		(375,000	)
Cash withdrawn from Trust Account for taxes and redemptions		11,519,323			149,000
Cash withdrawn from Trust Account for taxes		128,497			—
Net cash provided by (used in) investing activities		1068,~~869,323~~497			(1375,~~399,900~~000	)
Cash Flows from Financing Activities:
Proceeds from issuance of promissory notes		1100,~~001,500~~000			—301,500
Proceeds from issuance of promissory note to related party		~~125,000~~—			~~160~~125,000
Proceeds from private placement		—			1,548,900
Net cash provided by financing activities		100,000			426,500
Redemptions of Class A common stock		(11,233,821	)		—
Net Change in Cash		(83,991	)		(19,468	)
Net cash (used in) provided by financing activities		(10,107,321	)		1,708,900
Cash – Beginning		101,174			35,806
Net Change in Cash		39,110			(293,288	)
Cash – Ending	$	17,183		$	16,338
Cash - Beginning		35,806			322,128
Cash - Ending	$	74,916		$	28,840
Supplemental Disclosure of Non-cash Financing Activities:
Remeasurement of Class A common stock to redemption value	$	981,286		$	1,548,900
Debt discount recognized for the fair value of Class A common stock to be transferred under promissory note	$	5,850			—
Recognition of excise tax on share redemptions	$	112,338		$	—
Overdraw of trust assets payable to trust by Sponsor	$	90,822			—
Debt discount recognized from fair value of Class A common stock to be transferred under Promissory Notes (Note 6)	$	113,400		$	—
Remeasurement of Class A common stock to redemption value	$	8,716		$	532,405

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

OCEANTECH ACQUISITIONS I CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE

~~September~~THREE MONTHS 30ENDED MARCH 31, ~~2023~~2024

(UNAUDITED)

Note 1— - Description of Organization and Business Operations

OceanTech Acquisitions I Corp. (the “Company”) is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

As of ~~September~~March 3031, ~~2023~~2024, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through ~~September~~March 3031, ~~2023~~2024, relates to the Company’s formation and the public offering consummated on June 2, 2021 (the “Initial Public Offering”), and, since the closing of the Initial Public Offering, a search for a business combination candidate. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on both cash from the proceeds derived from the Initial Public Offering and investments held in trust.

The Company’s original sponsor was OceanTech Acquisitions I Sponsors, LLC (the “Original Sponsor”). On March 13, 2023, the Company’s sponsor changed to Aspire Acquisition LLC, a Delaware limited liability company (“Aspire” or the “Sponsor”) when Aspire acquired all of the Class B common stock and Private Placement Warrants from the Original Sponsor. As part of this transaction, Aspire assumed ownership of all agreements and obligations of the Original Sponsor, and agreed to ~~reimburse~~ the ~~original~~terms ~~chief~~of ~~executive officer $25,000, and has agreed to pay~~ the ~~original~~Purchase ~~chief~~Agreement ~~financial~~(as ~~officer~~defined ~~$5,000 per month during the transition period~~herein).

On September 5, 2023, as further described below, all of Sponsor’s Class B common stock was converted to Class A common stock.

Financing

The registration statement for the Company’s Initial Public Offering was declared effective on May 27, 2021 (the “Effective Date”). On June 2, 2021, the Company consummated its 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 a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000, which is discussed in Note 3.

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement sale (“Private Placement”) of an aggregate 4,571,000 warrants (“Private Placement Warrants”), of which 3,871,000 Private Placement Warrants were purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim Group LLC and/or its designees (“Maxim”), at a price of $1.00 per Private Placement Warrant, generating total proceeds of $4,571,000.

Transaction costs of the Initial Public Offering amounted to $7,482,451 consisting of $2,065,200 of underwriting discount, $3,614,100 of deferred underwriting discount, $1,033,633 in fair value of representative shares issued and $769,518 of other offering costs. Of the transaction costs, $690,542 were charged to operations for the portion related to warrants and $6,791,909 were included as offering costs and charged against equity.

The Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On June 17, 2021, the underwriter partially exercised the over-allotment option to purchase 326,000 additional Units (the “Over-Allotment Units”), generating an aggregate of gross proceeds of $3,260,000, and incurred $65,200 in cash underwriting fees.

On June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price of $1.00 per warrant and transfer of 1,200,000 of Original Sponsor’s Class B common stock. Proceeds of the offering were deposited in the Company’s Trust Account for its public stockholders, representing $0.15 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination (an “Extension”) by six months from June 2, 2022, to December 2, 2022. The Extension is permitted under the Company’s governing documents.5

On June ~~August 10~~2, 2022, the Company, ~~OceanTech Merger~~closed ~~Sub,~~an ~~Inc.,~~offering ato ~~Delaware~~private ~~corporation~~investors ~~and~~which ~~wholly~~included ~~owned~~issuance ~~subsidiary~~ of ~~the Company (“Merger Sub~~ 1”), ~~and the Original Sponsor~~548,900 ~~entered~~Private ~~into~~Warrants at a ~~definitive Agreement and Plan~~ price of ~~Merger (the “Captura Merger Agreement”) with Captura Biopharma, Inc~~$1.,00 aper ~~Delaware~~warrant ~~corporation (“Captura”)~~ and ~~Michael~~transfer ~~Geranen, as seller representative (“Geranen”). Pursuant to the Captura Merger Agreement, upon the closing~~ of ~~the business combination, the Company would effect the merger of Merger Sub~~ 1 ~~with and into Captura~~, ~~with Captura continuing as the surviving entity~~200,000 ~~as a result~~ of ~~which~~Original ~~all~~Sponsor’s ~~of the issued and outstanding capital stock of Captura would be exchanged for shares of the~~ Class AB common stock. Proceeds of the ~~Company~~offering ~~upon the terms set forth as follows:~~were ~~Captura’s~~deposited ~~shareholders collectively shall be entitled to receive from the Company,~~ in the ~~aggregate, a number of~~ Company’s ~~securities~~ ~~with~~Trust anAccount ~~aggregate~~for ~~value~~its ~~equal~~public tostockholders, ~~(a)~~representing $~~200,000,000~~0.15 ~~minus~~per ~~(b)~~public ~~the amount~~share, ifallowing ~~any, by which~~ the ~~Captura’s net working~~ ~~capital~~Company ~~amount~~to ~~exceeds~~extend the ~~net~~period ~~working~~of ~~capital~~time ~~amount~~it ~~(but~~has ~~not~~to ~~less~~consummate ~~than~~its ~~zero),~~initial ~~minus~~business ~~(c)~~combination ~~the amount of Closing Net Indebtedness~~ (asan ~~defined in the Captura Merger Agreement~~“Extension”) ~~minus~~by ~~(d)~~six months ~~the~~from ~~amount~~June of2, ~~any~~2022, ~~transaction~~to ~~expenses~~December 2, ~~provided~~2022. ~~that~~The ~~the~~Extension ~~merger~~is ~~consideration otherwise~~permitted ~~payable~~under to the ~~Captura~~Company’s ~~shareholders~~governing ~~is subject to adjustment after the Closing in accordance with the terms of the Merger Agreement~~documents.

5On August 10, 2022, the Company, OceanTech Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 1”), and the Original Sponsor, entered into a definitive Agreement and Plan of Merger (the “Captura Merger Agreement”) with Captura Biopharma, Inc., a Delaware corporation (“Captura”) and Michael Geranen, as seller representative (“Geranen”). Pursuant to the Captura Merger Agreement, upon the closing of the business combination, the Company would effect the merger of Merger Sub 1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set forth as follows: Captura’s shareholders collectively shall be entitled to receive from the Company, in the aggregate, a number of Company’s securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which the Captura’s net working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness (as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration otherwise payable to the Captura’s shareholders is subject to adjustment after the Closing in accordance with the terms of the Merger Agreement.

The obligations of the parties to consummate such business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the Company, Merger Sub 1 and Captura being true and correct subject to the materiality standards contained in the Captura Merger Agreement; (b) material compliance by such parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger Agreement; (c) the approval by the Company’s stockholders of such business combination; (d) the approval by the Captura’s stockholders of such business combination; I the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement) with respect to the Company or with respect to Captura since the effective date of the Captura Merger Agreement that is continuing and uncured; (f) the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible net assets upon the Closing; (h) the entry into certain ancillary agreements as of the Closing; (i) the lack of any notice or communication from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; and (j) the receipt of certain closing deliverables.

On October 13, 2022, parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Captura Merger Agreement.

On November 15, 2022, the Company entered into a definitive Agreement and Plan of Merger (the “Majic Merger Agreement”) with Merger Sub 1, OceanTech Merger Sub 2, LLC, a Wyoming limited liability company and wholly owned subsidiary of the Company (“Merger Sub 2”), the Original Sponsor in the capacity as the representative for the stockholders of the Company (the “Company Representative”), Majic Wheels Corp., a Wyoming corporation ( “Majic”), and Jeffrey H. Coats, an individual, in the capacity as the representative for the Majic stockholders (the “Majic Representative”).

On November 29, 2022, the Company held a special meeting of stockholders. At the meeting, the Company’s stockholders approved a charter amendment to extend the date by which the Company must consummate its initial business combination from December 2, 2022 to June 2, 2023, subject to the approval of the board of directors of the Company, provided the Original Sponsor or its designees deposit into the Trust Account an amount equal to $0.067 per share for each public share or $125,000, prior to the commencement of each extension period. In connection with the extension stockholders holding 8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $87,541,322 (approximately $10.32 per share) was removed from the Trust Account to pay such holders.

On December 1, 2022, December 30, 2022 and February 2, 2023, the Company deposited $125,000 into its 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 from December 2, 2022 to March 2, 2023.6

On December ~~February 3~~1, ~~2023~~2022, ~~Majic,~~December ~~the Company~~30, ~~Merger~~ ~~Sub~~2022 1 and ~~Merger~~February ~~Sub~~ 2, ~~mutually~~2023, ~~terminated~~ the ~~Majic~~Company ~~Merger~~deposited ~~Agreement~~$125,000 ~~pursuant~~into toits ~~Section~~Trust ~~8.1(a)~~Account offor ~~the~~its ~~Majic Merger Agreement,~~public ~~effective~~stockholders, ~~immediately~~representing $0.067 ~~Neither~~per ~~party~~public ~~was~~share, ~~required~~allowing the Company to ~~pay~~extend the ~~other~~period aof ~~termination~~time ~~fee~~it ashas ato ~~result~~consummate ofits initial ~~the~~business ~~mutual~~combination ~~decision~~from toDecember ~~terminate the~~2, ~~Majic~~2022 ~~Merger~~to ~~Agreement~~March 2, 2023.

On February ~~March 2~~3, 2023, Majic, the Company ~~deposited $125~~,~~000~~ ~~into~~Merger ~~its~~Sub ~~Trust~~1 ~~Account~~and ~~for~~Merger ~~its~~Sub ~~public~~2 ~~stockholders,~~mutually ~~representing~~terminated ~~$0.067~~the ~~per~~Majic ~~public~~Merger ~~share,~~Agreement ~~allowing~~pursuant ~~the~~to Section ~~Company~~8.1(a) toof ~~extend~~ the ~~period~~Majic ofMerger ~~time~~Agreement, iteffective ~~has~~immediately. Neither party was required to ~~consummate~~pay ~~its~~the ~~initial~~other ~~business~~a ~~combination~~termination fee byas ~~one~~a ~~month~~result ~~from~~of ~~March~~the 2,mutual ~~2023,~~decision to ~~April~~terminate 2,the ~~2023~~Majic Merger Agreement.

On March 132, 2023, the Company~~’s sponsor~~ ~~changed~~deposited ~~from~~$125,000 ~~Original~~into ~~Sponsor~~its toTrust ~~Sponsor~~Account ~~when~~for ~~Aspire~~its ~~agreed~~public tostockholders, ~~acquire~~representing ~~all~~$0.067 ofper public share, allowing the ~~2,581,500~~Company ~~shares~~to ofextend ~~Class~~the Bperiod ~~common~~of ~~stock and~~time ~~5,869,880~~it ~~Private~~has ~~Placement~~to ~~Warrants~~consummate ~~from~~its ~~the~~initial ~~Original~~business ~~Sponsor~~combination ~~upon~~by ~~the~~one ~~closing~~month offrom March an2, ~~initial~~2023, ~~business~~to ~~combination~~April 2, 2023.

On March 3113, 2023 ~~and May 2~~, ~~2023,~~ the Company’s ~~deposited~~sponsor ~~$125,000~~changed ~~into~~from ~~its~~Original ~~Trust~~Sponsor ~~Account~~to ~~for~~Sponsor ~~its~~when ~~public~~Aspire ~~stockholders,~~agreed ~~representing~~to ~~$0.067~~acquire ~~per~~all ~~public~~of ~~share, allowing~~ the ~~Company~~2,581,500 toshares ~~extend the period~~ of ~~time~~Class itB ~~has~~common tostock ~~consummate~~and ~~its~~5,869,880 ~~initial~~Private ~~business~~Placement ~~combination~~Warrants byfrom ~~one~~the ~~month~~Original ~~from~~Sponsor ~~April~~upon 2,the ~~2023,~~closing toof ~~June~~an 2,initial ~~2023~~business combination.

On March 31, 2023 and May 2, 2023, the Company, ~~R.B.~~deposited ~~Merger Sub Ltd.~~$125,000 aninto ~~Israeli~~its ~~company~~Trust ~~and~~Account afor ~~wholly~~its ~~owned~~public ~~subsidiary of the Company (“Merger Sub”)~~stockholders, ~~and Regentis Biomaterials~~representing ~~Ltd~~$0.,067 anper ~~Israeli~~public ~~company (individually~~share, ~~“Regentis”~~allowing ~~and, together with~~ the Company, ~~Merger~~to ~~Sub,~~extend ~~collectively,~~ the ~~“Parties” and~~period ~~each referred to as a “Party”), entered into an Agreement and Plan~~ of ~~Merger~~time ~~(the~~it ~~“Merger~~has ~~Agreement”), pursuant~~ to ~~which,~~consummate ~~among~~its ~~other~~initial ~~things,~~business ~~Merger~~combination by ~~Sub~~one ~~will~~month ~~merge~~from ~~with~~April ~~and into Regentis (the “Merger” or “Business Combination”)~~2, ~~with Regentis continuing as the surviving entity after the Merger~~2023, asto aJune ~~result of which Regentis will become a direct~~2, ~~wholly-owned subsidiary of the Company (the “Proposed Transaction”)~~2023.

On May 182, 2023, the Company, ~~and~~R.B. ~~Sponsor~~Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger ~~announced~~Sub”), ~~that~~and Regentis Biomaterials Ltd., an Israeli company (individually, “Regentis” and, together with the Company, Merger ~~entered~~Sub, ~~into~~collectively, anthe ~~unsecured~~“Parties” and each referred to as a “Party”), ~~interest-free~~entered ~~promissory~~into ~~note~~an inAgreement and ~~favor~~Plan of Merger (as amended, the ~~Sponsor~~“Merger Agreement”), pursuant to which ~~the~~, ~~Sponsor~~among other things, Merger Sub will ~~loan~~merge with and into Regentis (the ~~Company~~“Merger” ~~$30~~or “Business Combination”),~~000~~ ~~per~~with ~~month~~Regentis ~~for~~continuing upas tothe ~~12,~~surviving entity 1after the Merger named Regentis Biomaterials Corp. (the “Post-~~month~~Closing ~~extensions~~Company”), upas toa anresult ~~aggregate~~ of ~~$360~~which Regentis will become a direct,~~000.~~ ~~(See~~wholly-owned ~~below regarding~~subsidiary of the ~~current~~Company ~~extensions~~(the ~~exercised.~~“Proposed Transaction”).

On May 3018, 2023, the Company ~~held~~and ~~a virtual special meeting of its stockholders~~Sponsor, ~~pursuant~~announced ~~to due notice in~~ that ~~certain Proxy Statement on Schedule 14(a) filed May 10~~, ~~2023 (as amended,~~ the ~~“Extension~~Company ~~Proxy”).~~entered Atinto ~~such~~an ~~special meeting~~unsecured, ~~the~~interest-free ~~Company~~promissory ~~stockholders~~note ~~approved the proposal for the~~in ~~Company~~favor ~~to adopt and file with the Delaware Secretary~~ of ~~State of~~ the ~~State~~Sponsor, ofpursuant ~~Delaware~~to ~~an amended charter (the “Extension Amendment Proposal”),~~ which the ~~Company~~Sponsor ~~promptly~~will ~~filed~~loan ~~following~~ the ~~stockholders’ approval of the Extension Amendment Proposal. Pursuant to the~~ Company’s ~~amended charter~~$30,000 ~~the~~per ~~Company~~month ~~has~~for ~~the right to extend beyond June 2, 2023 (the “Original Termination Date”) by~~ up to 12, 1-month extensions ~~through June 2~~, ~~2024 (the “Outside Date”; each of the 12,~~ ~~1-month~~up ~~extensions,~~to an ~~“Extension”,~~aggregate ~~and each such extension date a “Deadline Date”, and the latest~~ of such Deadline Dates, the “Extended Deadline”) the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless the closing of the Company’s initial business combination shall have occurred, redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company or Sponsor (or its affiliates or permitted designees) is required to deposit into the Trust Account $30360,000. (~~collectively,~~See ~~the~~below ~~“Extension~~regarding ~~Payments”), and~~ the ~~Sponsor~~current ~~made~~extensions ~~a non-interest bearing, unsecured loan to the Company in the aggregate of $360,000 for payment of the Extension Payments~~exercised.)

6On May 30, 2023, the Company held a virtual special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed May 10, 2023 (as amended, the “Extension Proxy”). At such special meeting, the Company stockholders approved the proposal for the Company to adopt and file with the Delaware Secretary of State of the State of Delaware an amended charter (the “Extension Amendment Proposal”), which the Company promptly filed following the stockholders’ approval of the Extension Amendment Proposal. Pursuant to the Company’s amended charter, the Company has the right to extend beyond June 2, 2023 (the “Original Termination Date”) by up to 12, 1-month extensions through June 2, 2024 (the “Outside Date”; each of the 12, 1-month extensions, an “Extension”, and each such extension date a “Deadline Date”, and the latest of such Deadline Dates, the “Extended Deadline”) the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless the closing of the Company’s initial business combination shall have occurred, redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company or Sponsor (or its affiliates or permitted designees) is required to deposit into the Trust Account $30,000 (collectively, the “Extension Payments”), and the Sponsor made a non-interest bearing, unsecured loan to the Company in the aggregate of $360,000 for payment of the Extension Payments.

Additionally, at such special meeting, the stockholders of the Company approved the proposal to amend the trust agreement of the Trust Account to extend the termination date for an additional twelve months, until June 2, 2024 (the “Trust Amendment Proposal). Upon approval of the Extension Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company and the Trustee of the Trust Account promptly entered into an amendment to the trust agreement to extend the termination date for an additional twelve months, until June 2, 2024.7

InAdditionally, at ~~connection~~such ~~with~~special meeting, the ~~voting~~stockholders onof the ~~Extension Amendment~~Company ~~Proposal~~approved ~~and~~ the ~~Trust~~proposal ~~Amendment~~to ~~Proposal~~amend atthe ~~this~~trust ~~special~~agreement ~~meeting, holders~~ of ~~1,035,788~~the ~~shares~~Trust ofAccount to ~~Class~~extend ~~A common stock (~~the ~~“Redeeming~~termination ~~Stockholder”)~~date ~~exercised~~for ~~the~~an ~~right~~additional totwelve ~~redeem~~months, ~~such~~until ~~shares. On~~ June 2, ~~2023,~~2024 (the ~~Company~~“Trust ~~made~~Amendment ~~cash~~Proposal). ~~payments~~Upon toapproval of the ~~Redeeming~~Extension ~~Stockholders~~Amendment ~~totaling~~Proposal ~~$11,233,821,~~and ~~representing~~the ~~approximately~~Trust ~~$10.84~~Amendment ~~per~~Proposal ~~share.~~by ~~Following~~the ~~such~~Company’s ~~payments~~stockholders, to the Company ~~Redeeming~~and ~~Stockholders,~~the Trustee of the Trust Account ~~had~~promptly aentered ~~balance~~into ofan ~~approximately~~amendment ~~$8,814,443.~~to ~~The~~the ~~Company’s~~trust ~~remaining~~agreement ~~shares~~to ofextend ~~Class~~the termination date Afor ~~common~~an ~~stock~~additional ~~outstanding~~twelve ~~were~~months, ~~812~~until June 2,~~715~~ 2024.

OnIn ~~June~~connection 1,with ~~2023~~the ~~and~~voting ~~June~~on ~~27,~~the ~~2023,~~Extension Amendment Proposal and the ~~Company~~ ~~deposited~~Trust ~~$30,000,~~Amendment ~~representing~~Proposal ~~$0.037~~at ~~per~~this ~~public~~special ~~share~~meeting, ~~into~~holders ~~its~~of ~~Trust~~1,035,788 ~~Account~~shares ~~for~~of ~~its~~Class ~~public~~A ~~stockholders,~~common ~~allowing the~~stock ~~Company~~(the to“Redeeming ~~extend~~Stockholder”) exercised the ~~period~~right ofto ~~time~~redeem itsuch ~~has~~shares. toOn ~~consummate~~June ~~its~~2, ~~initial~~2023, ~~business~~the ~~combination~~Company bymade ~~one~~cash ~~month~~payments to ~~each~~the ~~from~~Redeeming ~~June~~Stockholders 2totalling $11,233,821, ~~2023 to~~representing ~~August~~approximately 2,$10.84 ~~2023,~~per asshare. Following such payments to the Redeeming ~~first~~Stockholders, ~~and~~the ~~second~~Trust ofAccount ~~twelve~~had ~~1-month~~a ~~extensions~~balance ~~permitted~~of ~~under~~approximately ~~the~~$8,814,443. The Company’s ~~governing~~remaining ~~documents~~shares of Class A common stock outstanding were 812,715.

On June ~~July 7~~1, 2023, ~~the~~as ~~Company~~Sponsor’s designee and ~~Regentis executed~~as ~~Amendment~~funded ~~No.~~by 1Sponsor, to the ~~Merger~~Company ~~Agreement~~caused to ~~increase~~be ~~the~~deposited ~~merger~~$30,000 ~~consideration~~into toits ~~$96~~Trust Account ~~million~~for ~~from~~its public stockholders, representing $950.037 ~~million~~per topublic ~~account~~share, in ~~part,~~allowing ~~for~~the Company to extend the ~~issuance~~period of ~~Regentis~~time ~~ordinary~~it has ~~shares~~ to ~~Maxim~~consummate ~~pre-closing~~its ~~for~~initial ~~the~~business ~~fee~~combination by one month from June 2, 2023 to ~~which~~July it2, ~~would~~2023 be(or ~~entitled~~such ~~upon~~earlier ~~consummation~~date as determined by OTEC’s board of ~~the~~directors ~~business~~unless ~~combination~~extended).

On June ~~July 10~~27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company ~~filed~~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 ~~Form~~business ~~S-4~~combination ~~with~~by ~~the~~one ~~SEC~~month from July 2, 2023 to August 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

On July 257, 2023, the Company ~~received written~~and ~~notice~~Regentis ~~(the~~executed ~~“Delisting~~Amendment ~~Letter”)~~No. ~~from~~1 to the ~~Nasdaq~~Merger ~~Capital~~Agreement ~~Market~~to ~~(“Nasdaq”)~~increase ~~that~~ the ~~Company~~merger ~~had~~consideration to ~~not~~$96 ~~regained~~million ~~compliance~~from ~~within~~$95 ~~180~~million ~~calendar~~to ~~days (or until July 24~~account, ~~2023)~~ in ~~accordance~~part, ~~with Nasdaq Listing Rule 5810(c)(3)(C)~~ for ~~compliance~~the ~~with~~issuance ~~Nasdaq~~of ~~Listing~~Regentis ~~Rule~~ordinary ~~5550(b)(2)~~shares asto ~~the~~Maxim ~~Company’s~~pre-closing ~~market value of listed securities~~ for the ~~thirty (30)~~fee ~~consecutive~~to ~~business~~which ~~days,~~it ~~was~~would ~~below~~be ~~the~~entitled ~~required~~upon ~~minimum~~consummation of ~~$35 million for continued listing on Nasdaq (~~the ~~“MVLS~~business ~~Requirement”)~~combination.

On July 2710, 2023, the Company filed ~~a Current Report on Form 8-K stating that~~ the ~~Company~~initial fully intends to appeal such determination by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25S-~~NSE pending the Panel’s decision, and on such date the Company requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to~~ 4~~:00~~ ~~p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter. The hearing~~ with the ~~Panel was then scheduled for September 21, 2023 (the “Hearing”)~~SEC.

On July 2825, 2023, the Company ~~deposited $30,000,~~received ~~representing~~written ~~$0.037~~notice ~~per~~(the ~~public~~“Delisting ~~share,~~Letter”) ~~into~~from ~~its~~the ~~Trust~~Nasdaq ~~Account~~Capital ~~for~~Market ~~its~~(“Nasdaq”) that ~~public~~the ~~stockholders,~~Company ~~allowing~~had ~~the~~not ~~Company~~regained tocompliance ~~extend the~~within ~~period~~180 ofcalendar ~~time~~days it(or ~~has~~until toJuly ~~consummate~~24, ~~its~~2023) ~~initial~~in ~~business~~accordance ~~combination~~with byNasdaq ~~one~~Listing Rule ~~month~~5810(c)(3)(C) ~~from~~for ~~August~~compliance 2,with ~~2023~~Nasdaq toListing ~~September~~Rule 5550(b)(2,) ~~2023,~~ as the ~~third~~Company’s ofmarket ~~twelve,~~value ~~1-month~~of ~~extension~~listed ~~permitted~~securities for ~~under~~ the ~~Company’s~~thirty ~~governing~~(30) ~~documents.~~consecutive Onbusiness ~~July 31~~days, ~~2023,~~was below the ~~Company filed~~required ~~the~~minimum ~~Current~~of ~~Report~~$35 onmillion ~~Form~~for ~~8-K~~continued ~~disclosing~~listing on Nasdaq (the “MVLS ~~same~~Requirement”).

On July ~~August 8~~27, 2023, the Company filed a ~~Preliminary~~ ~~Proxy~~Current ~~Statement~~Report on ~~Schedule~~Form ~~14(a)~~8-K ~~with~~stating ~~the~~that ~~Securities and Exchange Commission (“SEC”) for stockholders to approve~~ the ~~founder share amendment proposal to amend the~~ Company’s ~~existing~~fully ~~certificate~~intends ~~of incorporation dated as of May 27, 2021, as amended on December 1, 2022 by that certain First Amendment~~ to ~~the~~appeal ~~Amended~~such ~~and Restated Certificate of Incorporation~~determination ~~and as further amended on May 30, 2023~~ by ~~that~~requesting ~~certain~~a ~~Second~~hearing ~~Amendment~~ to the ~~Amended~~Hearings ~~and~~Panel ~~Restated Certificate of Incorporation, as may be further amended~~ (~~collectively,~~ the “~~Existing OTEC Charter~~Panel”), pursuant to ~~provide~~the ~~for~~procedures ~~the~~set ~~right~~forth ofin the ~~holders~~Nasdaq ~~of Class~~Listing BRule ~~common~~5800 ~~stock,~~Series ~~par value $0.0001 per share,~~ to ~~convert~~stay ~~such~~the ~~shares~~suspension of ~~Class~~the BCompany’s ~~common~~securities ~~stock~~and ~~into~~the ~~shares~~filing of ~~Class~~the AForm ~~common~~25-NSE ~~stock, par~~pending ~~value~~the ~~$0.0001 per share~~Panel’s decision, and on asuch ~~one-to-one~~date ~~basis at~~ the ~~election~~Company ofrequested ~~such holders (~~the ~~“Founder Share Amendment Proposal”)~~hearing, ~~rather~~ ~~than~~and ~~upon~~wired the ~~closing of an initial business combination. The Company then filed a Definitive Proxy Statement on Schedule 14A on August 23~~$20,000 ~~2023~~fee ~~(the~~to ~~“Proxy~~Nasdaq ~~Statement”)~~for ~~with~~ the ~~SEC~~hearing, ~~providing~~prior ~~notice~~to ~~of a special meeting of stockholders~~4:00 top.m. beEastern ~~held~~Time on ~~September~~August 51, 2023, toas ~~propose~~required toin ~~amend~~ the ~~Existing~~Delisting ~~OTEC~~Letter. ~~Charter~~The inhearing ~~accordance~~ with the ~~Founder~~Panel ~~Share~~was ~~Amendment Proposal,~~then inscheduled ~~order~~for toSeptember 21, ~~authorize~~2023 (the ~~Company to regain compliance with the MVLS Requirement~~“Hearing”).

On July ~~August 31~~28, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000, ~~representing $0.037 per public share,~~ 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 ~~September~~August 2, 2023 to ~~October~~September 2, 2023~~, as~~ ~~the~~(or ~~fourth~~such ofearlier ~~twelve~~date as ~~1-month~~determined ~~extensions~~by ~~permitted~~OTEC’s ~~under~~board ~~the~~of ~~Company’s~~directors ~~governing~~unless ~~documents~~extended).

On August ~~September 5~~8, 2023, the Company ~~held~~ filed a ~~virtual~~Preliminary ~~special~~Proxy ~~meeting~~Statement ofon ~~its~~Schedule ~~stockholders~~14(a) ~~following~~with the ~~notice~~Securities ~~provided~~and byExchange Commission (“SEC”) for stockholders to approve the ~~Proxy~~founder ~~Statement~~share amendment proposal to amend the ~~Existing~~Company’s ~~OTEC~~existing ~~Charter~~certificate ~~for~~of ~~the~~incorporation ~~Founder~~dated ~~Share~~as ~~Amendment~~of ~~Proposal.~~May ~~Following~~27, ~~approval~~2021, ofas ~~the~~amended ~~Founder~~on ~~Share~~December ~~Amendment~~1, ~~Proposal~~2022 by ~~the~~that ~~Company’s~~certain ~~stockholders,~~ First Amendment to the ~~Company~~Amended ~~promptly~~and ~~adopted~~Restated Certificate of Incorporation and ~~filed~~as ~~the~~further ~~related~~amended ~~amendment~~on May 30, 2023 by that certain Second Amendment to the Amended and Restated Certificate of Incorporation, as may be further amended (collectively, the “Existing OTEC Charter”), ~~with~~to provide for the ~~Secretary~~right of ~~State~~the holders of ~~the~~Class ~~State of~~B ~~Delaware.~~common ~~Effective~~stock, aspar ofvalue ~~September~~$0.0001 5,per ~~2023~~share, ~~the~~to ~~conversion~~convert ofsuch ~~the~~shares of Class B common stock into toshares of Class A common stock, ~~resulted~~par ~~in the~~value ~~Company’s~~$0.0001 ~~market~~per ~~value~~share, on a one-to-one basis at the election of ~~securities~~such ~~increasing~~holders ~~approximately~~(the ~~$28~~“Founder Share Amendment Proposal”),~~706,280~~ inrather ~~addition~~than toupon the closing of an initial business combination. The Company’s then~~-current~~ filed a Definitive ~~market~~Proxy ~~value~~Statement ofon ~~securities~~Schedule ~~being~~14A ~~approximately~~on ~~$10~~August 23,~~185,642,~~ ~~based~~2023 on(the ~~calculations~~“Proxy ~~utilizing~~Statement”) with the ~~Company’s~~SEC, ~~common~~providing ~~stock~~notice ~~closing~~of a special ~~price~~meeting of ~~$11.12~~stockholders ~~per~~to ~~share~~be held on ~~August~~September 285, 2023 to ~~total~~propose ~~approximately~~to ~~$38,891,922,~~amend ~~above~~ the ~~required~~Existing ~~$35~~OTEC ~~million.~~Charter ~~The~~in ~~following~~accordance with the Founder ~~ten~~Share ~~consecutive~~Amendment ~~business~~Proposal, ~~days~~in ~~after~~order ~~September~~to 5,authorize ~~2023,~~the ~~ended~~Company ~~ahead~~to ofregain compliance with the ~~Hearing~~MVLS Requirement.

~~On September 12, 2023, the Company filed Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.~~8

AsOn August ~~previously~~31, ~~disclosed~~2023, inas aSponsor’s ~~Form~~designee ~~8-K~~and ~~filed September~~as ~~14,~~funded ~~2023,~~by ~~on September 13~~Sponsor, ~~2023,~~ the Company ~~received~~caused ~~written~~to ~~notice~~be ~~(the~~deposited ~~“Notification~~$30,000 ~~Letter”)~~into ~~from~~its ~~Nasdaq~~Trust ~~stating~~Account, ~~that~~for ~~the~~its ~~Company~~public ~~currently~~stockholders, ~~does~~representing ~~not~~$0.037 ~~meet~~per ~~the~~public ~~required~~share, ~~minimum~~allowing ofthe ~~300~~Company ~~public~~to ~~holders~~extend ~~for~~the ~~continued~~period ~~listing~~of ontime it ~~Nasdaq~~has ~~under Nasdaq~~to ~~Listing~~consummate ~~Rule~~its ~~5550(a)(3)~~initial ~~(the~~business ~~“Public~~combination ~~Holder~~by ~~Requirement”),~~one ~~and~~month ~~further~~from ~~stated~~September ~~that~~2, ~~Nasdaq’s~~2023 ~~Panel would~~to ~~consider~~October ~~this~~2, ~~matter~~2023 in(or ~~rendering~~such aearlier date ~~determination~~as ~~regarding~~determined ~~the~~by ~~Company~~OTEC’s ~~continued~~board ~~listing~~of ondirectors ~~Nasdaq~~unless ~~at the Hearing already scheduled~~extended).

On September 215, 2023, the Company ~~attended~~ held a virtual special meeting of its stockholders following the ~~Hearing~~notice toprovided ~~discuss~~by the ~~Delisting~~Proxy ~~Letter~~Statement to ~~and~~amend ~~Notification~~the ~~Letter~~Existing ~~with~~OTEC Charter for the ~~Panel~~Founder Share Amendment Proposal. AtFollowing approval of the ~~Hearing~~Founder Share Amendment Proposal by the Company’s stockholders, the Company ~~discussed~~promptly ~~its~~adopted ~~anticipated~~and filed the related amendment to the Existing OTEC ~~compliance~~Charter with the ~~Public~~Secretary ~~Holder~~of ~~Requirement~~State ~~upon~~of the ~~closing~~State of Delaware. Effective as of September 5, 2023, the ~~Business~~conversion ~~Combination~~of ~~pursuant~~the Class B common stock to Class A common stock, resulted in the ~~Merger~~Company’s ~~Agreement~~market ~~with~~value of securities increasing approximately $28,706,280 ~~Regentis~~in ~~and~~addition to the ~~Merger~~Company’s ~~Sub.~~then-current ~~The~~market ~~results~~value of securities being approximately $10,185,642, based on calculations utilizing the ~~Hearing~~Company’s ~~are~~common ~~further~~stock ~~discussed~~closing ~~under~~price ~~Note~~of $11.12 ~~—Nasdaq~~per ~~Compliance~~share on August 28, 2023 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.

7On September 12, 2023, the Company filed Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.

OnAs previously disclosed in a Form 8-K filed September 2714, 2023, ~~the~~on ~~Company~~September ~~deposited $30~~13,~~000~~ 2023, ~~representing~~the ~~$0.037~~Company ~~per~~received ~~public~~written ~~share,~~notice ~~into~~(the ~~its~~“Notification Letter”) ~~Trust~~from ~~Account~~Nasdaq ~~for~~stating ~~its~~that ~~public~~the ~~stockholders,~~Company ~~allowing~~currently ~~the~~does ~~Company~~not tomeet ~~extend~~ the ~~period~~required minimum of ~~time~~300 itpublic ~~has~~holders tofor ~~consummate~~continued listing ~~its~~on ~~initial~~Nasdaq ~~business~~under ~~combination~~Nasdaq byListing ~~one~~Rule ~~month~~5550(a)(3) ~~from~~(the ~~October~~“Public 2Holder Requirement”), ~~2023~~and tofurther ~~November~~stated ~~2, 2023,~~that asNasdaq’s ~~the~~Panel ~~fifth~~would ofconsider ~~twelve~~this ~~1-month~~matter ~~extensions~~in ~~permitted~~rendering ~~under~~a determination regarding the Company’s ~~governing~~continued ~~documents~~listing on Nasdaq at the Hearing already scheduled.

~~Liquidity~~On September 21, 2023, the Company attended the Hearing to discuss the Delisting Letter and ~~Going~~Notification ~~Concern~~Letter with the Panel. At the Hearing, the Company discussed its anticipated compliance with the Public Holder Requirement upon the closing of the Business Combination pursuant to the Merger Agreement with Regentis and the Merger Sub. After the Hearing with Nasdaq, the Company 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 September 3027, 2023, as Sponsor’s designee and as funded by Sponsor, the Company ~~had~~caused to be deposited $30,000 into its ~~cash~~Trust ofAccount for its public stockholders, representing $740.037 per public share,~~916~~ ~~and~~allowing athe ~~working~~Company ~~capital~~to ~~deficit~~extend the period of time $4it has to consummate its initial business combination by one month from October 2,~~873~~ 2023 to November 2,~~521~~ 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

~~The Company’s liquidity needs up~~On toOctober ~~September 30~~9, 2023, ~~were satisfied through~~ the ~~proceeds~~Company ofreceived ~~$25,000~~a letter from ~~the~~Nasdaq ~~sale~~stating ofthat the ~~Founder~~Panel ~~Shares~~granted ~~(as~~OTEC’s ~~defined~~request infor ~~Note~~an ~~5),~~exception ~~loans~~until ~~from~~January ~~related parties and outside investors totalling $1~~2,~~375,996~~ ~~and $323~~2024,~~039~~ assubject ofto ~~September 30, 2023 and December 31, 2022, respectively, and from~~ the ~~net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.~~following:

~~Until~~(1) ~~the~~On consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or ~~additional~~before ~~investments~~October ~~from its Sponsor~~20, ~~stockholders~~2023, ~~officers,~~OTEC ~~directors,~~shall ordemonstrate ~~third~~compliance ~~parties.~~with ~~The~~MVLS ~~Company’s Sponsor~~Requirement, ~~officers~~ and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

~~In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s~~ (~~“FASB”~~2) ~~Accounting~~ ~~Standards~~On Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the Company has until November 2, 2023, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these condensed consolidated financial statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. No adjustments have been made to the carrying amounts of assets or ~~liabilities~~before ~~should~~January ~~the Company be required to liquidate after June~~ 2, 2024~~. The Company’s Sponsor~~, ~~officers and~~OTEC ~~directors~~shall ~~may,~~complete ~~but are not obligated to, loan~~ the ~~Company~~Business ~~funds from time to time or at any time~~Combination, inand ~~whatever~~establish ~~amount~~compliance ~~they~~with ~~deem reasonable~~Listing inRule ~~their sole discretion, to meet the Company’s working capital~~5505.

8On October 10, 2023, the Company further demonstrated compliance with the MVLS Requirement.

~~Risks and Uncertainties~~9

InOn October ~~February~~12, ~~2022~~2023, the ~~Russian~~Company ~~Federation and~~received ~~Belarus~~a ~~commenced~~letter afrom ~~military~~Nasdaq ~~action~~stating ~~with~~that the ~~country~~Company ofregained ~~Ukraine.~~compliance Asunder athe ~~result~~MVLS ofRequirement. As ~~this action~~such, ~~various~~this ~~nations,~~deficiency ~~including~~has ~~the United~~been ~~States,~~cured ~~have~~and ~~instituted~~the ~~economic~~Company ~~sanctions~~is ~~against~~in ~~the~~compliance ~~Russian~~with ~~Federation~~Nasdaq’s ~~and~~MVLS ~~Belarus~~Requirement.

~~The~~On October ~~escalation~~27, in2023, ~~October~~as ~~2023~~Sponsor’s ofdesignee and as funded by Sponsor, the ~~conflict~~Company caused to be deposited $30,000 into its Trust ~~between Israel and~~Account ~~Hamas~~for ~~also~~its ~~could~~public ~~cause~~stockholders, ~~disruptions~~representing to$0.037 ~~global~~per ~~economic~~public ~~conditions~~share, ~~and~~allowing ~~effect~~the Company to extend the ~~stability~~period of ~~the~~time ~~Middle~~it ~~East~~has ~~region.~~to Itconsummate isits ~~unknown~~initial ~~how~~business ~~long~~combination ~~any~~by ofone ~~these~~month ~~disruptions~~from ~~will~~November ~~continue~~2, ~~and~~2023 ~~whether~~to December 2, 2023 (or such ~~disruptions~~earlier ~~will~~date as ~~become~~determined ~~more~~by ~~severe~~OTEC’s board of directors unless extended).

~~The~~On November ~~impact~~3, of2023, ~~these conflicts on~~ the ~~world economy~~Company isfiled ~~not~~Amendment ~~determinable~~No. as2 ofto the ~~date~~initial ofForm ~~these~~S-4 ~~financial~~filed ~~statements and the specific impact~~ on ~~the~~July ~~Company’s financial condition~~10, ~~results of operations, and cash flows is also not determinable as of the date of these condensed financial statements~~2023.

~~Inflation~~On November ~~Reduction~~27, ~~Act~~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 ~~2022~~time it has to consummate its initial business combination by one month from December 2, 2023 to January 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

On ~~August 16, 2022, the Inflation Reduction~~ ~~Act~~December ~~of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for~~27, ~~among other things~~2023, aas ~~new~~Sponsor’s ~~U.S.~~designee ~~federal 1%~~and ~~excise~~as ~~tax~~funded ~~on certain repurchases of stock~~ by ~~publicly~~Sponsor, ~~traded~~the ~~U.S.~~Company ~~domestic~~caused ~~corporations~~to ~~and~~be ~~certain~~deposited ~~U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1~~$30,000 ~~2023.~~into ~~The~~its ~~excise tax is imposed on the repurchasing corporation~~Trust ~~itself,~~Account ~~not~~for its ~~shareholders~~public ~~from~~stockholders, ~~which~~representing ~~shares are repurchased~~$0.037 ~~The~~per ~~amount~~public ofshare, allowing the ~~excise~~Company ~~tax~~to isextend ~~generally 1% of~~ the ~~fair~~period ~~market value~~ of ~~the shares repurchased at the~~ time ~~of the repurchase. However, for purposes of calculating the excise tax, repurchasing~~it ~~corporations~~has ~~are permitted~~ to ~~net~~consummate ~~the~~its ~~fair~~initial ~~market~~business ~~value~~combination ofby ~~certain~~one ~~new~~month ~~stock~~from ~~issuances~~January ~~against the fair market value of stock repurchases during the same taxable year. In addition~~2, ~~certain~~2024 ~~exceptions apply~~ to ~~the~~February ~~excise~~2, ~~tax.~~2024 ~~The~~(or ~~U.S.~~such ~~Department~~earlier ~~of the Treasury (the~~date ~~“Treasury”)~~as ~~has~~determined ~~been~~by ~~given~~OTEC’s ~~authority~~board ~~to provide regulations and other guidance to carry out and prevent the abuse or avoidance~~ of ~~the~~directors ~~excise~~unless ~~tax~~extended).

~~Any redemption or other repurchase that~~The ~~occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the~~ Company ~~would~~received ~~be subject to~~ the ~~excise~~Notice ~~tax in connection with a business combination, extension vote or otherwise would depend on a number~~ of ~~factors,~~Effectiveness ~~including~~by ~~(i)~~ the ~~fair~~SEC ~~market~~on ~~value~~December ~~of the redemptions and repurchases in connection with the business combination~~29, ~~extension~~2023 orfollowing ~~otherwise, (ii)~~ the ~~structure~~filing of aamendment business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the TreasuryNo.’s In4 ~~addition, because the excise tax would be payable by the Company~~ and ~~not~~ by5 ~~the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand~~ to ~~complete~~form ~~the~~S-4 ~~Business~~with ~~Combination and in~~ the ~~Company’s ability to complete the Business Combination~~SEC.

AsOn January ~~discussed~~5, ~~above~~2024, onthe ~~May~~Company ~~30,~~received ~~2023~~a notice from Nasdaq stating that because the Company had not held an annual meeting, ~~holders~~it ~~of 1,035,788~~was ~~shares~~no longer in compliance with the continued listing requirements of ~~Common~~Nasdaq. ~~Stock~~The ~~elected~~Company responded that it was unable to ~~redeem~~hold the ~~their~~annual ~~shares~~meeting in ~~connection~~accordance with the ~~Extension~~annual meeting requirement as the Company originally intended to close the Business Combination prior to the end of 2023. AsIn anticipation of Closing, the Company filed a ~~result~~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, ~~$11~~2024 and scheduled the special meeting for stockholders to vote on the Business Combination on February 9,~~233,821~~ 2024. If the Company were to hold an annual ~~was~~meeting ~~removed~~after ~~from~~such special meeting date, the stockholders of the Company’s ~~Trust~~would ~~Account~~be asked to ~~pay~~vote ~~such~~on ~~holders.~~items ~~Management~~that ~~has~~are ~~evaluated~~moot (for example, the ~~requirements~~election of existing Company directors after approving at the IRspecial ~~Act and~~meeting the election of the directors to serve on the Company’s ~~operations~~board of directors post-Closing) or such stockholders may have already redeemed, which would likely cause stockholder confusion and ~~has~~legal ~~determined~~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 ~~liability~~slate of directors ~~$112~~that were no longer going to be directors upon the Business Combination,~~338 should~~ we agreed that holding an annual meeting would be ~~recorded~~moot and not in accordance with the intent of the annual meeting requirement. Additionally, the Company would 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 were not scheduled at that time to be available until after the ~~excise~~completion ~~tax~~of inthe Business Combination. ~~connection~~The Company provided stockholders with the ~~above~~Form ~~mentioned~~S-4 ~~redemptions~~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. ~~This~~Though ~~liability~~the Company was not able to hold the annual meeting, the Company held special meetings in 2023 and 2024. Additionally, upon Closing of the Business Combination, the surviving entity as the post-closing company will be required to be ~~reviewed~~in compliance with the annual meeting requirement by December 31, 2024, and ~~remeasured~~the atPost-Closing ~~each~~Company ~~subsequent~~will ~~reporting~~hold an ~~period~~annual meeting in 2024 in accordance with such requirement.

~~Note 2 — Summary of Significant Accounting Policies~~10

~~Basis~~On 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 ~~Presentation~~business on January 24, 2024. On January 23, 2024, the Company submitted its payment and request for an appeal of such decision and the review by the Nasdaq Listing and Hearing Review Council of such decision.

~~The accompanying unaudited financial statements~~On ~~have~~January ~~been~~30, ~~prepared~~2024, inas ~~accordance~~Sponsor’s ~~with~~designee ~~accounting~~and ~~principles~~as ~~generally~~funded ~~accepted~~by inSponsor, the ~~United~~Company ~~States~~caused ofto ~~America~~be ~~(“GAAP”) for~~deposited ~~interim~~$30,000 ~~financial~~into ~~information~~its ~~and~~Trust Account infor ~~accordance~~its ~~with~~public ~~the~~stockholders, ~~instructions~~representing to$0.037 ~~Form~~per ~~10-Q~~public ~~and~~share, ~~Article~~allowing ~~8 of Regulation S-X of~~ the ~~Securities and~~Company ~~Exchange~~to ~~Commission~~extend (the ~~“SEC”).~~period ~~Certain~~of ~~information~~time orit has ~~footnote~~to ~~disclosures~~consummate ~~normally~~its ~~included~~initial inbusiness ~~financial~~combination ~~statements prepared~~by inone ~~accordance~~month ~~with~~from ~~GAAP~~February ~~have been condensed or omitted~~2, ~~pursuant~~2024 to ~~the~~March ~~rules~~2, ~~and~~2024 ~~regulations~~(or ofsuch ~~the~~earlier ~~SEC~~date ~~for interim financial~~as ~~reporting.~~determined ~~Accordingly,~~by ~~they~~OTEC’s doboard ~~not include all the information and footnotes necessary for a complete presentation~~ of ~~financial position,~~directors ~~results~~unless ~~of operations, or cash flows~~extended).

InOn February ~~the~~5, ~~opinion~~2024, of the Company’s ~~management, the~~submitted ~~unaudited~~its ~~financial~~brief ~~statements~~memorandum ~~as of September 30, 2023, and~~ for the ~~three~~appeal, and ~~six~~on ~~months~~February ~~ended September 30~~23, ~~2023 include all adjustments~~2024, ~~which are only of a normal and recurring nature, necessary for a fair statement of~~ the ~~financial position of the~~ Company asreceived ~~of September 30, 2023, and its results of operations and cash flows for~~ the ~~three and nine months ended September 30,~~ ~~2023.~~brief ~~The~~memorandum ~~results~~from ~~of operations for~~ the ~~three~~staff ~~and nine months ended September 30, 2023, are not necessarily indicative~~ of ~~the~~Nasdaq ~~results~~ to bewhich ~~expected~~it ~~for~~responded ~~the~~on ~~full~~March ~~fiscal year ending December 31~~1, ~~2023 or any future interim period~~2024.

~~Principles~~On February 9, 2024, the Company held a Special Meeting of ~~Consolidation~~stockholders to approve among others, a proposal to approve and adopt the Merger Agreement. 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 upon completion of the merger. These amounts might be subject to reversals and adjustments through the date of the completion of the merger.

~~The~~ On March ~~accompanying~~4, ~~condensed~~2024, ~~consolidated financial~~as ~~statements~~Sponsor’s ~~include~~designee ~~the~~and ~~accounts~~as offunded by Sponsor, the Company ~~and~~caused ~~its~~to ~~wholly-owned~~be ~~subsidiaries~~deposited $30,000 ~~Merger~~into ~~Sub~~its 1Trust Account ~~and~~for ~~Merger~~its ~~Sub~~public 2stockholders, representing $0.037 ~~All~~per public share, allowing the Company to extend the period of time it ~~significant~~has ~~intercompany~~to ~~balances~~consummate ~~and~~its ~~transactions~~initial ~~have~~business ~~been~~combination ~~eliminated~~by inone ~~consolidation~~month from March 2, 2024 to April 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

~~Emerging~~The Company ~~Growth~~received another request from the staff of Nasdaq on March 11, 2024, requesting additional information on remaining items required prior to the closing of the Business Combination, to which the Company responded with the remaining closing conditions in process on March 15, 2024.

~~The Company is an “emerging growth~~See ~~company,”~~Note as11 ~~defined~~below infor ~~Section2(a)~~Subsequent of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approvedEvents.

9Franchise and Income Tax Withdrawals from Trust Account

~~Further,~~Since ~~Section102(b)(1)~~ completion of ~~the~~its ~~JOBS~~IPO ~~Act exempts~~on ~~emerging~~June ~~growth~~2, ~~companies~~2021, ~~from~~and ~~being~~through ~~required~~March to31, ~~comply~~2024, the ~~with~~Company ~~new~~withdrew or$789,975 from ~~revised~~the ~~financial~~Trust ~~accounting~~Account ~~standards~~to ~~until private~~pay ~~companies~~its ~~(that~~liabilities ~~is,~~related ~~those~~to ~~that~~the ~~have~~Delaware ~~not~~franchise ~~had~~taxes and aincome ~~Securities~~taxes. ~~Act~~Through ~~registration~~March ~~statement~~31, ~~declared~~2024, ~~effective or do not have a class of securities registered under~~ the ~~Exchange~~Company ~~Act)~~remitted ~~are required~~ $521,931 to ~~comply with~~ the ~~new~~respective tax ~~or revised financial accounting standards~~authorities. ~~The JOBS~~Additionally, ~~Act~~as ~~provides~~of ~~that~~March an31, ~~emerging~~2024, ~~growth~~the ~~company~~Company ~~can~~had ~~elect~~accrued tobut ~~opt~~unpaid ~~out~~liability of ~~the~~$102,558 ~~extended~~related ~~transition~~to ~~period~~its income and ~~comply~~Delaware ~~with~~franchise ~~the~~tax ~~requirements that~~obligations. ~~apply~~The todifference ~~non-emerging~~between ~~growth~~actual ~~companies~~withdrawals ~~but~~and ~~any~~allowable ~~such~~withdrawals ~~election~~was torecorded ~~opt~~as ~~out~~a isdistribution ~~irrevocable.~~to ~~The~~sponsor ~~Company~~within ~~has~~the ~~elected~~statement ~~not~~of tochanges ~~opt out~~in ofstockholders ~~such~~deficit ~~extended~~in ~~transition~~the ~~period~~amount ~~which~~of ~~means~~$107,827 ~~that~~for ~~when~~the ayear ~~standard~~ended isDecember ~~issued~~31, or2023 ~~revised~~ and it$90,822 ~~has~~in ~~different~~the ~~application~~quarter ~~dates for~~ended ~~public~~March ~~or private companies~~31, ~~the~~2024. The Company, ascontinues anto ~~emerging~~incur ~~growth~~further ~~company,~~tax ~~can~~liabilities ~~adopt~~and ~~the~~intends ~~new~~to orcover ~~revised~~such ~~standard~~liabilities atfrom the ~~time~~funds ~~private~~in ~~companies~~its ~~adopt~~operating ~~the~~account ~~new~~and, orif ~~revised~~necessary, ~~standard.~~from ~~This~~the ~~may~~proceeds ~~make~~from ~~comparison of~~ the ~~Company’s~~promissory ~~unaudited~~note ~~condensed~~to ~~consolidated financial~~Sponsor, ~~statements~~without ~~with~~recurring ~~another~~to ~~public~~additional withdrawals ~~company~~from ~~which~~the isTrust ~~neither~~Account, anuntil ~~emerging~~the ~~growth~~excess ~~company~~of ~~nor~~the anfunds ~~emerging~~withdrawn ~~growth~~from ~~company~~the ~~which has~~Trust ~~opted~~Account ~~out~~over ~~of using~~ the ~~extended~~amounts ~~transition~~remitted ~~period difficult or impossible because of~~ to the ~~potential~~government ~~differences~~authorities inis ~~accounting standards used~~cured.

~~Use~~Liquidity and ofGoing ~~Estimates~~Concern

~~The preparation of these unaudited condensed~~On ~~consolidated~~March ~~financial~~31, ~~statements~~2024, ~~in conformity with GAAP requires~~ the Company’s ~~management~~had tocash ~~make estimates and assumptions that affect the reported amounts~~ of ~~assets~~$17,183 and ~~liabilities~~a ~~and~~working ~~disclosure~~capital ofdeficit ~~contingent assets and liabilities at the date~~ of ~~the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period~~$6,083,979.

~~Making~~The ~~estimates~~Company’s ~~requires~~liquidity ~~management~~needs toup ~~exercise~~to ~~significant~~March ~~judgment.~~31, It2024 iswere atsatisfied ~~least~~through ~~reasonably possible that~~ the ~~estimate~~proceeds of ~~the effect of a condition~~$25,000 ~~situation~~from ~~or set of circumstances that existed at~~ the ~~date~~sale of the ~~financial~~Founder ~~statements,~~Shares ~~which~~(as ~~management~~defined ~~considered~~ in ~~formulating~~Note ~~its estimate~~5), loans ~~could~~from ~~change~~related inparties ~~the~~and ~~near~~outside ~~term~~investors ~~due~~with toamounts ~~one~~outstanding ortotalling ~~more~~$1,829,539 ~~future~~and ~~confirming~~$1,729,539 ~~events.~~as ~~One~~ of ~~the~~March ~~more~~31, ~~significant~~2024 ~~accounting estimates included~~and inDecember ~~these~~31, ~~consolidated~~2023, ~~financial~~respectively, ~~statements~~and isfrom the ~~determination~~net ofproceeds ~~fair~~from ~~value~~the consummation of the ~~warrant~~Initial ~~liabilities.~~Public ~~Such~~Offering ~~estimates~~and ~~may~~the bePrivate ~~subject~~Placement toheld ~~change~~outside asof ~~more current information becomes available and accordingly,~~ the ~~actual~~Trust ~~results could differ significantly from those estimates~~Account.

~~Cash~~Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and ~~Cash~~evaluating ~~Equivalents~~prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents as of September 30, 2023 and December 31, 2022.11

~~Trust~~In connection ~~Account~~with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, 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, 2024. The Company entered into a definitive merger/business combination agreement with a business combination target on May 2, 2023; however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions. 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 complete the transaction prior to June 2, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time 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 ability to continue as a going concern for the next twelve months from the issuance of these statements. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital.

~~Upon the closing of the Initial Public~~Risks ~~Offering~~ and the Private Placement, $104.3 million ($10.10 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were held in the Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of the Business Combination and (ii) the distribution of the Trust Account as described below.Uncertainties

~~Upon~~In February ~~closing~~2022, of the ~~offering~~Russian ofFederation ~~the~~and ~~Private Warrants~~Belarus oncommenced ~~June~~a 2,military ~~2022~~action ~~(as~~with ~~described~~the ~~above)~~country anof ~~additional $1~~Ukraine.5 ~~million~~As ~~(or~~a ~~$0.15~~result ~~per~~of ~~Class~~this action, Avarious ~~share~~nations, ~~subject~~including tothe ~~redemption)~~United ~~was placed~~States, inhave ~~the~~instituted ~~Trust~~economic ~~Account~~sanctions toagainst ~~provide for~~ the ~~Extension~~Russian asFederation ~~described~~and ~~above~~Belarus.

~~In connection with the extension vote at~~The ~~the~~escalation ~~special~~in ~~meeting~~October of2023 ~~stockholders~~ of the ~~Company~~conflict onbetween ~~November~~Israel ~~29,~~and ~~2022,~~Hamas ~~stockholders~~also ~~holding~~could ~~8,477,497~~cause ~~shares~~disruptions ~~of common stock exercised their right~~ to ~~redeem~~global ~~their~~economic ~~shares~~conditions and ~~for~~effect athe ~~pro~~stability ~~rata portion~~ of the ~~funds~~Middle inEast ~~the Trust Account~~region. AsIt ais ~~result,~~unknown ~~$87,541,321 (approximately~~how ~~$10.32~~long ~~per~~any ~~share)~~of ~~was~~these ~~removed~~disruptions ~~from~~will ~~the~~continue ~~Trust~~and ~~Account~~whether such todisruptions ~~pay~~will ~~such~~become ~~holders~~more severe.

OnThe impact ~~December~~of 1,these ~~2022,~~conflicts on the ~~Company~~world ~~caused to~~economy beis ~~deposited~~not ~~$125,000~~determinable ~~into~~as ~~its~~of ~~Trust~~the ~~Account~~date ~~for~~of ~~its~~these ~~public~~financial ~~stockholders,~~statements ~~representing~~and ~~$0.067~~the ~~per~~specific impact ~~public~~on ~~share, allowing~~ the Company’s tofinancial ~~extend~~condition, ~~the~~results ~~period~~ of ~~time~~operations, itand ~~has~~cash toflows ~~consummate~~is ~~its~~also ~~initial~~not ~~business~~determinable ~~combination~~as byof ~~one~~the ~~month~~date of ~~from~~these ~~December~~condensed 2,financial ~~2022 to January 2, 2023~~statements.

~~On December 30, 2022, The Company caused~~Inflation toReduction beAct ~~deposited $125,000 into its 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 January 2, 2023, to February 2, 2023.~~2022

On August ~~February 2~~16, ~~2023~~2022, the ~~Company~~Inflation ~~caused to~~Reduction beAct ~~deposited~~of ~~$125,000~~2022 (the “IR Act”) was signed into ~~the~~federal ~~Company’s~~law. ~~Trust~~The ~~Account~~IR Act provides for, ~~its~~among ~~public~~other ~~stockholders~~things, ~~representing~~a $0new U.~~067~~S. ~~per~~federal ~~public~~1% ~~share~~excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise ~~allowing~~tax is imposed on the ~~Company~~repurchasing tocorporation ~~extend~~itself, not its shareholders from which shares are repurchased. The amount of the excise ~~period~~tax is generally 1% of the fair market value of the shares repurchased at the time itof ~~has~~the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to ~~consummate~~net ~~its~~the ~~initial~~fair ~~business~~market ~~combination~~value byof ~~one~~certain ~~month~~new ~~from~~stock ~~February~~issuances 2against the fair market value of stock repurchases during the same taxable year. In addition, ~~2023~~certain exceptions apply to ~~March~~the excise 2,tax. ~~2023~~The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

OnAny redemption ~~March~~or 2other repurchase that occurs after December 31, ~~2023~~2022, ~~the~~in ~~Company~~connection ~~caused~~with toa business combination, extension vote or otherwise, may be ~~deposited~~subject ~~$125,000~~to ~~into~~the excise tax. Whether and to what extent the Company’s ~~Trust~~would ~~Account~~be ~~for~~subject ~~its~~to ~~public~~the ~~stockholders~~excise tax in connection with a business combination, ~~representing~~extension ~~$0.067~~vote ~~per~~or ~~public~~otherwise ~~share~~would depend on a number of factors, including (i) the fair market value ~~allowing~~of the ~~Company~~redemptions toand ~~extend~~repurchases in connection with the ~~period~~business combination, extension or otherwise, (ii) the structure of a ~~time~~business itcombination, ~~has~~(iii) tothe ~~consummate~~nature ~~its~~and ~~initial~~amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination bybut ~~one~~issued ~~month~~within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from ~~March~~the Treasury. In addition, because the excise tax would 2be payable by the Company and not by the redeeming holder, ~~2023~~the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to ~~April~~complete 2,the ~~2023~~Business Combination and in the Company’s ability to complete the Business Combination.

On March 31, 2023, the Company caused to be deposited $125,000 into the Company’s 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 April 2, 2023 to May 2, 2023.12

OnAs discussed above, on May 230, 2023, ~~the~~holders ~~Company~~of ~~caused~~1,035,788 shares of Common Stock elected to beredeem their shares in connection with ~~deposited~~the Extension. As a result, $~~125~~11,~~000~~233,821 ~~into~~was ~~its~~removed from the Company’s Trust Account ~~for~~to ~~its~~pay ~~public~~such ~~stockholders,~~holders. ~~representing~~Management ~~$0.067~~has evaluated ~~per~~the ~~public~~requirements ~~share,~~of ~~allowing~~the IR Act and the Company to’s ~~extend~~operations ~~the~~and ~~period~~has determined that a liability of ~~time~~$112,338 itshould be ~~has~~recorded tofor ~~consummate~~the ~~its~~excise ~~initial~~tax ~~business~~in ~~combination~~connection bywith ~~one~~the ~~month~~above ~~from~~mentioned ~~May~~redemptions. 2,This ~~2023,~~liability towill ~~June~~be 2,reviewed ~~2023~~and remeasured at each subsequent reporting period.

10Note 2 - Summary of Significant Accounting Policies

~~On June 1, 2023, the Company caused to~~Basis ~~be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend the period~~ of time it has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023, as the first of twelve one-month extensions permitted under the Company’s governing documents.Presentation

OnThe accompanying ~~June~~unaudited ~~27,~~financial ~~2023,~~statements ~~the~~have ~~Company~~been ~~caused~~prepared ~~to be~~in ~~deposited~~accordance ~~$30,000,~~with ~~representing~~accounting ~~$0.037~~principles ~~per~~generally ~~public~~accepted ~~share,~~in the ~~into~~United ~~its~~States ~~Trust~~of ~~Account~~America (“GAAP”) for ~~its~~interim ~~public~~financial ~~stockholders,~~information ~~allowing~~and in accordance with the ~~Company~~ instructions to Form ~~extend~~10-Q ~~the~~and ~~period~~Article 8 of ~~time~~Regulation itS-X ~~has~~of tothe ~~consummate~~SEC. ~~its~~Certain ~~initial~~information ~~business~~or ~~combination~~footnote bydisclosures ~~one~~normally ~~month~~included ~~from~~in ~~July~~financial statements 2,prepared ~~2023~~in toaccordance ~~August~~with 2GAAP have been condensed or omitted, ~~2023,~~ aspursuant to the ~~second~~rules and regulations of ~~twelve~~the SEC for interim financial reporting. Accordingly, ~~1-month~~they ~~extensions~~do ~~permitted~~not ~~under~~include all the ~~Company’s~~information ~~governing~~and ~~documents~~footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

OnIn the ~~July~~opinion ~~28,~~of ~~2023~~the Company’s management, the ~~Company~~unaudited ~~caused~~financial tostatements as of March 31, 2024 and for the three months beended ~~deposited~~March ~~$30~~31,~~000~~ 2024, ~~representing~~include ~~$0.037~~all ~~per~~adjustments, ~~public~~which ~~share,~~are ~~into~~only ~~its~~of ~~Trust~~a ~~Account~~normal and recurring nature, necessary for ~~its~~a ~~public~~fair ~~stockholders,~~statement of ~~allowing~~the financial position of the Company to, ~~extend~~and ~~the~~its ~~period~~results of ~~time~~operations itand ~~has~~cash toflows ~~consummate~~for ~~its~~the ~~initial~~three ~~business~~ended ~~combination~~March by31, ~~one~~2024. ~~month~~The results ~~from~~of ~~August~~operations 2,for ~~2023~~the tothree ~~September 2,~~months ~~2023~~ended March 31, as2024 ~~the~~are ~~third~~not necessarily indicative of ~~twelve,~~the ~~1-month~~results ~~extension~~to ~~permitted~~be ~~under~~expected for the ~~Company’s~~full ~~governing~~fiscal ~~documents~~year ending December 31, 2024 or any future interim period.

~~On August 30, 2023, the Company caused~~Principles ~~to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend the period~~ of time it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023, as the fourth of twelve, 1-month extension permitted under the Company’s governing documents.Consolidation

~~On September 27, 2023, the Company caused~~The toaccompanying becondensed ~~deposited~~consolidated ~~$30,000,~~financial ~~representing~~statements ~~$0.037~~include ~~per public share, into its Trust Account for its public stockholders, allowing~~ the ~~Company~~ toaccounts ~~extend~~of the ~~period~~Company ofand ~~time it has to consummate~~ its ~~initial~~wholly-owned ~~business combination by one month from October 2, 2023 to~~subsidiaries. ~~November~~All 2,significant ~~2023,~~intercompany asbalances ~~the~~and ~~fifth~~transactions ofhave ~~twelve,~~been ~~1-month~~eliminated ~~extension~~in ~~permitted under the Company’s governing documents~~consolidation.

~~Offering~~Emerging Growth ~~Costs~~Company

~~Offering~~The Company ~~costs~~is ~~consisted~~an of“emerging ~~legal,~~growth ~~accounting~~company, ~~underwriting~~” ~~and~~as ~~other~~defined ~~costs~~in ~~incurred~~Section2(a) ~~that~~of ~~were directly related to~~ the ~~Initial~~Securities ~~Public~~Act, ~~Offering.~~as ~~Offering~~modified ~~costs~~by ~~are~~the ~~allocated to~~Jumpstart ~~the~~Our ~~separable~~Business ~~financial~~Startups ~~instruments~~Act ~~issued~~of in2012 (the ~~Initial~~“JOBS ~~Public~~Act”), ~~Offering~~and ~~based~~it onmay atake ~~relative~~advantage ~~fair~~of ~~value~~certain ~~basis,~~exemptions ~~compared~~from tovarious ~~total~~reporting ~~proceeds~~requirements ~~received.~~that ~~Offering~~are ~~costs~~applicable ~~associated~~to ~~with~~other ~~warrant~~public ~~liabilities~~companies that are ~~expensed~~not asemerging ~~incurred~~growth companies including, ~~presented~~but asnot ~~non-operating~~limited ~~expenses~~to, innot ~~the~~being ~~unaudited~~required ~~condensed~~to ~~consolidated~~comply ~~statements~~with ofthe ~~operations.~~auditor ~~Offering~~attestation ~~costs~~requirements ~~associated~~of ~~with~~Section ~~the~~404 ~~issuance~~ of ~~Class~~the ASarbanes-Oxley ~~common~~Act, reduced disclosure ~~stock~~obligations ~~subject~~regarding toexecutive ~~possible~~compensation ~~redemption~~in ~~were~~its ~~charged~~periodic toreports ~~temporary~~and ~~equity~~proxy ~~upon~~statements, ~~the~~and ~~completion~~exemptions offrom the ~~Initial Public Offering. The Company~~requirements ~~classifies~~of ~~deferred~~holding ~~underwriting~~a ~~commissions~~nonbinding asadvisory ~~non-current~~vote ~~liabilities~~on asexecutive ~~their~~compensation ~~liquidation~~and isstockholder ~~not~~approval ~~reasonably expected to require the use~~ of ~~current~~any ~~assets~~golden orparachute ~~require~~payments ~~the~~not previously ~~creation of current liabilities~~approved.

InFurther, Section102(b)(1) ~~connection~~of ~~with~~ the ~~Extension~~JOBS ~~payment on~~Act ~~June~~exempts 2,emerging ~~2022,~~growth ~~the~~companies ~~Original~~from ~~Sponsor~~being ~~transferred~~required ~~1,200,000~~to ofcomply ~~previously~~with ~~issued~~new ~~common~~or ~~stock~~revised financial accounting standards until private companies (asthat ~~defined~~is, inthose ~~Note~~that 9)have ~~from~~not ~~the~~had ~~Founder~~a Securities Act registration statement declared ~~Shares~~effective ~~(as~~or ~~defined~~do innot ~~Note~~have 5)a toclass of securities registered under the ~~investors~~Exchange ~~who~~Act) ~~participated~~are inrequired to comply with the ~~Initial~~new ~~Public~~or ~~Offering~~revised financial accounting standards. The ~~fair~~JOBS ~~value~~Act provides that an emerging growth company can elect to opt out of the ~~Founder~~extended ~~Shares~~transition ~~(as~~period ~~defined~~and incomply ~~Note~~with 5)the ~~was~~requirements ~~determined~~that apply to benon-emerging angrowth ~~offering~~companies ~~cost~~but inany ~~accordance~~such ~~with~~election ~~Staff~~to ~~Accounting~~opt ~~Bulletin~~out ~~Topic~~is 5Airrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and ~~5T.~~it ~~Accordingly~~has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the ~~offering~~new ~~cost~~or ~~was~~revised bestandard ~~allocated~~at tothe time private companies adopt the ~~only~~new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial ~~instruments~~statements ~~issued,~~with another public company which ~~were~~is ~~private~~neither ~~placement~~an ~~warrants.~~emerging ~~Offering~~growth ~~costs~~company ~~allocated~~nor toan ~~derivative~~emerging ~~warrant~~growth ~~liabilities~~company ~~are~~which ~~expensed~~has asopted ~~incurred~~out inof using the ~~statement~~extended transition period difficult or impossible because of the ~~operations~~potential differences in accounting standards used.

~~Fair Value of Financial Instruments~~13

~~The fair value~~ Use of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.Estimates

~~Derivative~~The preparation ~~Financial~~of ~~Instruments~~these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

~~The~~Making estimates ~~Company~~requires ~~evaluates~~management ~~its financial instruments~~ to ~~determine~~exercise ifsignificant ~~such~~judgment. ~~instruments~~It ~~are~~is ~~derivatives~~at orleast ~~contain~~reasonably ~~features~~possible that ~~qualify~~the asestimate ~~embedded~~of ~~derivatives~~the ~~in accordance with ASC~~effect ~~Topic~~of ~~815~~a condition, ~~“Derivatives~~situation ~~and~~or ~~Hedging”.~~set ~~For~~of ~~derivative~~circumstances ~~financial instruments~~ that ~~are~~existed ~~accounted~~at ~~for as liabilities,~~ the ~~derivative~~ ~~instrument~~date isof ~~initially recorded at its fair value on~~ the ~~grant~~financial ~~date~~statements, ~~and~~which ismanagement ~~then~~considered in ~~re-valued~~formulating atits ~~each reporting date~~estimate, ~~with changes~~could change in the ~~fair~~near ~~value~~term ~~reported~~due into ~~the~~one ~~unaudited~~or ~~condensed~~more ~~consolidated~~future ~~statements~~confirming ~~of operations~~events. ~~The~~One ~~classification~~ of ~~derivative instruments,~~the ~~including~~more ~~whether~~significant accounting ~~such~~estimates ~~instruments~~included ~~should~~in bethese ~~recorded~~consolidated asfinancial ~~liabilities~~statements ~~or as equity,~~ is ~~evaluated at~~ the ~~end~~determination of ~~each reporting~~fair ~~period.~~value ~~Derivative~~of the warrant liabilities. Such ~~are~~estimates ~~classified~~may inbe ~~the~~subject ~~balance~~to ~~sheets~~change as ~~current~~more ~~or non-~~current ~~based~~information onbecomes ~~whether~~available orand ~~not net-cash~~accordingly, ~~settlement or conversion of~~ the ~~instrument~~actual results could differ besignificantly ~~required~~from ~~within~~those ~~12 months of the balance sheet date~~estimates.

~~Fair~~Cash and ~~Value~~Cash ~~Measurements~~Equivalents

~~Fair value is defined as the price that~~The ~~would~~Company beconsiders ~~received~~all ~~for~~short-term ~~sale~~investments ofwith an ~~asset~~original ormaturity ~~paid to transfer~~ of ~~a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a~~ three~~-tier~~ ~~fair~~months ~~value~~or ~~hierarchy,~~less ~~which~~when ~~prioritizes~~purchased ~~the~~to ~~inputs~~be ~~used~~cash ~~in measuring fair value~~equivalents. The ~~hierarchy~~Company ~~gives~~did ~~the~~not ~~highest~~have ~~priority~~cash toequivalents ~~unadjusted~~as ~~quoted~~of ~~prices~~March in31, ~~active~~2024 ~~markets for identical assets or liabilities (Level 1 measurements)~~ and ~~the~~December ~~lowest~~31, ~~priority to unobservable inputs (Level 3 measurements)~~2023. ~~These tiers include:~~

~~● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;~~Trust Account

●Upon the ~~Level~~closing 2of the Initial Public Offering and the Private Placement, ~~defined~~$104.3 asmillion ~~inputs~~($10.10 ~~other~~per ~~than~~Unit) ~~quoted~~of ~~prices~~the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were held in ~~active~~the ~~markets~~Trust ~~that~~Account ~~are~~located ~~either~~in ~~directly~~the United orStates ~~indirectly~~with ~~observable~~Continental ~~such~~Stock asTransfer ~~quoted~~& ~~prices~~Trust ~~for~~Company ~~similar~~acting ~~instruments~~as trustee, and invested only in ~~active~~U.S. ~~markets~~government ortreasury obligations ~~quoted~~with ~~prices~~a ~~for~~maturity ~~identical~~of 185 days or ~~similar~~less ~~instruments~~or in ~~markets~~money ~~that~~market ~~are~~funds ~~not~~meeting ~~active;~~certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of the Business Combination and (ii) the distribution of the Trust Account as described below.

●Upon closing ~~Level~~of 3,the ~~defined~~offering asof ~~unobservable~~the ~~inputs~~Private inWarrants ~~which~~on ~~little~~June or2, no2022 ~~market~~(as ~~data~~described ~~exists,~~above) ~~therefore requiring~~ an ~~entity~~additional to$1.5 ~~develop~~million ~~its~~(or ~~own~~$0.15 ~~assumptions,~~per Class ~~such~~A asshare ~~valuations~~subject ~~derived~~to ~~from~~redemption) ~~valuation~~was ~~techniques~~placed in ~~which~~the ~~one~~Trust orAccount ~~more~~to ~~significant~~provide ~~inputs~~for orthe ~~significant~~Extension ~~value~~as ~~drivers~~described ~~are unobservable~~above.

~~Net~~In connection with the extension vote at the special meeting of stockholders of the Company on November 29, 2022, stockholders holding 8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $87,541,321 (~~Loss~~approximately $10.32 per share) ~~Income~~was ~~Per~~removed ~~Common~~from ~~Stock~~the Trust Account to pay such holders.

~~The Company complies with accounting and~~On ~~disclosure~~December ~~requirements~~1, ~~of FASB ASC Topic 260~~2022, ~~“Earnings~~the ~~Per Share.” The~~ Company ~~has~~caused ~~two~~to ~~classes~~be ofdeposited ~~shares~~$125,000 ~~which~~into ~~are referred~~its toTrust asAccount ~~Class~~for Aits ~~common~~public ~~stock~~stockholders, ~~and Class B common stock~~representing $0.067 ~~Income~~per ~~and~~public ~~losses~~share, ~~are~~allowing ~~shared~~the ~~pro~~Company ~~rata~~to ~~between~~extend the ~~two~~period ~~classes~~ of ~~shares.~~ ~~Net~~time ~~(loss)~~it ~~income~~has ~~per~~to ~~common~~consummate ~~stock~~its isinitial ~~calculated~~business combination by ~~dividing~~one ~~the~~month ~~net~~from ~~(loss)~~December ~~income~~2, by2022 ~~the~~to ~~weighted~~January ~~average~~2, ~~shares of common stock outstanding for the respective period~~2023.

~~The calculation of diluted net (loss) income~~On ~~does~~December not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 16,543,700 shares for the three and nine months ended September 30, ~~2023 and~~ 2022, ofThe ~~Class A~~Company ~~common~~caused ~~stock subject~~ to ~~possible~~be ~~redemption~~deposited in$125,000 ~~the~~into ~~calculation~~its ofTrust ~~diluted~~Account ~~(loss)~~for ~~income~~its ~~per~~public ~~share~~stockholders, ~~because they are contingent~~representing ~~on future events and their inclusion would be anti-dilutive under the treasury stock method~~$0.067 Asper apublic ~~result~~share, ~~diluted~~allowing ~~net (loss) income per share is~~ the ~~same~~Company asto ~~basic~~extend ~~net (loss) income per share for~~ the ~~three~~period ~~and~~of ~~nine~~time ~~months~~it ~~ended~~has ~~September~~to ~~30,~~consummate ~~2023~~its ~~and~~initial ~~2022.~~business ~~Remeasurement~~combination ~~associated~~by ~~with~~one ~~the~~month ~~redeemable Class A common stock is excluded~~ from ~~earnings~~January ~~per~~2, ~~share~~2023, asto ~~the~~February ~~redemption~~2, ~~value approximates fair value~~2023.

11On February 2, 2023, the Company caused to be deposited $125,000 into the Company’s 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 February 2, 2023 to March 2, 2023.

~~The basic and diluted (loss) income per common stock is calculated as follows:~~14

	For the Three Months Ended
	September 30,
	2023			2022
Common stock subject to possible redemption
Numerator:
Net (loss) income allocable to Class A common stock subject to possible redemption	$	(93,776	)	$	3,244
Denominator:
Weighted Average Redeemable Class A common stock, basic and diluted		812,715			10,326,000
Basic and Diluted net (loss) income per share, redeemable Class A common stock	$	(0.12	)	$	0.00
Non-redeemable common stock
Numerator:
Net (loss) income allocable to non-redeemable common stock	$	(309,786	)	$	844
Denominator:
Weighted Average non-redeemable common stock, basic and diluted		2,684,760			2,684,760
Basic and diluted net (loss) income per share, common stock	$	(0.12	)	$	0.00

On March 2, 2023, the Company caused to be deposited $125,000 into the Company’s 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 March 2, 2023 to April 2, 2023.

	For the Nine Months Ended
	September 30,
	2023			2022
Common stock subject to possible redemption
Numerator:
Net (loss) income allocable to Class A common stock subject to possible redemption	$	(677,336	)	$	967,807
Denominator:
Weighted Average Redeemable Class A common stock, basic and diluted		1,381,829			10,326,000
Basic and Diluted net (loss) income per share, redeemable Class A common stock	$	(0.49	)	$	0.09
Non-redeemable common stock
Numerator:
Net (loss) income allocable to non-redeemable common stock	$	(1,315,997	)	$	251,630
Denominator:
Weighted Average non-redeemable common stock, basic and diluted		2,684,760			2,684,760
Basic and diluted net (loss) income per share, common stock	$	(0.49	)	$	0.09

~~Income~~On May ~~Taxes~~2, 2023, the Company caused to be deposited $125,000 into its 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 May 2, 2023, to June 2, 2023.

~~The Company accounts for income taxes under~~On ~~ASC~~June ~~740~~1, ~~“Income Taxes.” ASC 740~~2023, ~~Income~~as ~~Taxes,~~Sponsor’s ~~requires~~designee ~~the recognition of deferred tax assets~~ and ~~liabilities~~as ~~for both~~funded ~~the~~by ~~expected~~Sponsor, ~~impact of differences between~~ the ~~unaudited~~Company ~~condensed~~caused ~~consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit~~ to be ~~derived~~deposited ~~from~~$30,000 ~~tax~~into ~~loss~~its ~~and tax credit carry forwards. ASC 740 additionally~~Trust ~~requires~~Account afor ~~valuation~~its ~~allowance~~public tostockholders, berepresenting ~~established when it is more likely than not that all or a portion of deferred tax assets will not be realized~~$0.037 Asper ofpublic ~~September 30~~share, ~~2023~~allowing ~~and December 31, 2022,~~ the Company’s ~~deferred~~to ~~tax~~extend ~~asset had a full valuation allowance recorded against it. Our effective tax rate was (11.93%) and 0.00% for~~ the ~~three~~period ~~months~~of ~~ended~~time ~~September 30, 2023 and 2022, respectively.~~it ~~Our~~has ~~effective~~to ~~tax~~consummate ~~rate~~its ~~was~~initial ~~(4.28%)~~business ~~and~~combination ~~0.00%~~by ~~for~~one ~~the~~month ~~nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs~~ from ~~the~~June ~~statutory tax rate of 21% for the three and nine months ended September 30~~2, 2023 ~~and 2022, due~~ to ~~changes in~~July ~~fair value in warrant liability~~2, ~~warrant~~2023 ~~issuance~~(or ~~costs,~~such ~~and~~earlier ~~the~~date ~~valuation~~as ~~allowance~~determined by onOTEC’s ~~the~~board ~~deferred~~of ~~tax~~directors ~~assets~~unless extended).

~~While ASC 740 identifies usage of an effective~~On ~~annual~~June ~~tax~~27, ~~rate for purposes of an interim provision~~2023, itas ~~does~~Sponsor’s ~~allow~~designee ~~for~~and ~~estimating~~as ~~individual~~funded ~~elements~~by ~~in the current period if they are significant~~Sponsor, ~~unusual or infrequent. Computing~~ the ~~effective tax rate for the~~ Company iscaused ~~complicated due~~ to ~~the potential impact of the timing of any Business Combination expenses and the actual interest income that will~~ be ~~recognized~~deposited ~~during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states~~$30,000 ~~“If~~into ~~an entity is unable to estimate a part of~~ its ~~ordinary income (or loss) or the related tax (benefit) but is otherwise~~Trust ~~able~~Account tofor ~~make~~its apublic ~~reasonable estimate~~stockholders, ~~the~~representing ~~tax~~$0.037 ~~(or~~per ~~benefit)~~public ~~applicable~~share, toallowing the ~~item~~Company ~~that~~to ~~cannot~~extend ~~be estimated shall be reported in~~ the ~~interim~~ period inof ~~which~~time ~~the item is reported.” The Company believes its calculation to be a reliable estimate and allows~~ it has to ~~properly~~consummate ~~take into account the usual elements that can impact~~ its ~~annualized~~initial ~~book~~business ~~income~~combination ~~and~~by ~~its~~one ~~impact~~month onfrom ~~the~~July ~~effective tax rate. As such~~2, ~~the~~2023 ~~Company~~to isAugust ~~computing~~2, ~~its~~2023 ~~taxable income~~ (~~loss)~~or ~~and~~such ~~associated~~earlier ~~income~~date ~~tax~~as ~~provision~~determined by ~~based~~OTEC’s onboard ~~actual~~of ~~results through~~directors ~~September~~unless ~~30, 2023~~extended).

12On 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).

~~ASC 740 also clarifies the accounting for~~On ~~uncertainty~~August in30, 2023, ~~income~~as ~~taxes recognized in an enterprise~~Sponsor’s ~~financial~~designee ~~statements~~ and ~~prescribes~~as afunded ~~recognition~~by ~~threshold~~Sponsor, ~~and measurement~~the ~~process~~Company ~~for~~caused ~~financial~~to ~~statement~~be ~~recognition~~deposited ~~and~~$30,000 into ~~measurement~~its ofTrust aAccount, ~~tax~~for ~~position~~its ~~taken~~public orstockholders, ~~expected~~representing to$0.037 beper ~~taken~~public inshare, aallowing ~~tax return.~~the ~~For~~Company ~~those benefits~~ to beextend ~~recognized,~~the period aof ~~tax~~time ~~position~~it ~~must~~has ~~be more-likely-than-not~~ to beconsummate ~~sustained~~its ~~upon~~initial ~~examination~~business combination by ~~taxing authorities.~~one ~~ASC~~month ~~740~~from ~~also~~September ~~provides~~2, ~~guidance~~2023 onto ~~derecognition,~~October ~~classification~~2, ~~interest~~2023 ~~and~~(or such ~~penalties,~~earlier ~~accounting~~date inas ~~interim~~determined ~~period, disclosure~~by ~~and~~OTEC’s ~~transition~~board of directors unless extended).

~~The Company recognizes accrued interest~~On ~~and~~September ~~penalties~~27, ~~related~~2023, toas ~~unrecognized~~Sponsor’s ~~tax~~designee ~~benefits~~and as ~~income~~funded ~~tax~~by ~~expense.~~Sponsor, ~~There~~the ~~were~~Company nocaused ~~unrecognized~~to ~~tax~~be ~~benefits~~deposited ~~and~~$30,000 nointo ~~amounts~~its ~~accrued~~Trust Account for ~~interest~~its ~~and~~public ~~penalties~~stockholders, asrepresenting of$0.037 ~~September~~per 30public share, ~~2023~~allowing ~~and~~the ~~December~~Company ~~31,~~to ~~2022.~~extend ~~The~~the ~~Company~~period isof time ~~currently~~it ~~not~~has ~~aware~~to ofconsummate ~~any~~its ~~issues under~~initial ~~review~~business ~~that~~combination ~~could~~by ~~result~~one inmonth ~~significant~~from ~~payments~~October 2, ~~accruals~~2023 to November 2, 2023 (or ~~material~~such ~~deviation~~earlier date ~~from~~as ~~its~~determined ~~position~~by OTEC’s board of directors unless extended).

~~The~~On October ~~Company~~27, ~~has~~2023, ~~identified~~as ~~the~~Sponsor’s ~~United~~designee ~~States~~ and as ~~its~~funded ~~only~~by ~~“major”~~Sponsor, ~~tax~~the ~~jurisdiction.~~Company ~~The~~caused ~~Company~~to isbe ~~subject~~deposited to$30,000 ~~income~~into ~~taxation~~its byTrust Account ~~major~~for ~~taxing~~its ~~authorities~~public ~~since~~stockholders, ~~inception~~representing $0. ~~These~~037 ~~examinations~~per ~~may~~public ~~include~~share, ~~questioning~~allowing the ~~timing~~Company ~~and~~to ~~amount~~extend ~~of deductions,~~ the ~~nexus~~period of ~~income~~time ~~among~~it has ~~various~~to ~~tax~~consummate ~~jurisdictions and~~its ~~compliance~~initial ~~with~~business ~~federal~~combination ~~and~~by ~~state~~one ~~tax~~month ~~laws.~~from ~~The~~November ~~Company’s~~2, ~~management~~2023 ~~does~~to ~~not~~December ~~expect~~2, ~~that~~2023 ~~the~~(or ~~total~~such ~~amount~~earlier ~~of unrecognized~~date ~~tax~~as ~~benefits~~determined ~~will~~by ~~materially~~OTEC’s ~~change~~board ~~over~~of ~~the~~directors ~~next~~unless ~~twelve months~~extended).

~~Redeemable~~On November ~~Share~~27, ~~Classification~~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 December 2, 2023 to January 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

~~All~~On December of27, ~~the 10~~2023,~~326,000~~ ~~Class A common stock sold~~ as ~~part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company~~Sponsor’s ~~liquidation,~~designee ifand ~~there~~as isfunded aby ~~stockholder~~Sponsor, ~~vote or tender offer in connection with~~ the ~~Business~~ ~~Combination~~Company ~~and~~caused ~~in connection with certain amendments~~ to ~~the~~be ~~Company’s~~deposited ~~amended~~$30,000 ~~and~~into ~~restated~~its ~~certificate of incorporation.~~Trust InAccount ~~accordance~~for ~~with SEC and~~ its ~~staff’s~~public ~~guidance on redeemable equity instruments~~stockholders, ~~which~~representing ~~has~~$0.037 ~~been~~per ~~codified~~public ~~in ASC 480-10-S99~~share, ~~redemption~~ ~~provisions~~allowing ~~not solely within~~ the ~~control of the~~ Company ~~require common stock subject~~ to ~~redemption~~extend tothe beperiod ~~classified outside~~ of ~~permanent~~time ~~equity.~~it has ~~Given~~to ~~that~~consummate ~~the~~its ~~Class~~initial Abusiness ~~common~~combination ~~stock~~by ~~was~~one ~~issued~~month ~~with~~from ~~other~~January ~~freestanding~~2, ~~instruments~~2024 ~~(i.e.,~~to ~~public~~February ~~warrants)~~2, ~~the~~ ~~initial~~2024 ~~carrying~~(or ~~value~~such ofearlier ~~Class A common stock classified~~ date as ~~temporary~~determined ~~equity~~by isOTEC’s ~~the~~board ~~allocated~~of ~~proceeds~~directors ~~based~~unless ~~on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options~~extended).”

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock.15

AsOn January ~~of September~~ 30, ~~2023~~2024, as Sponsor’s designee and ~~December~~as 31funded by Sponsor, the Company caused to be deposited $30,000 into its Trust ~~2022~~Account for its public stockholders, ~~the~~representing ~~Class~~$0.037 Aper ~~common~~public ~~stock~~share, ~~reflected~~allowing onthe Company to extend the ~~balance~~period ~~sheets~~of ~~are~~time ~~reconciled~~it has into ~~the~~consummate ~~following~~its ~~table:~~initial business combination by one month from February 2, 2024 to March 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

	September 30, 2023					December 31, 2022
	Shares		Amount			Shares		Amount
As of beginning of the period	1,848,503		$	19,419,552		10,326,000		$	104,292,600
Less:
Extension redemptions on May 27, 2023 and November 29, 2022, respectively	(1,035,788	)		(11,233,821	)	(8,477,497	)		(87,541,322	)
Plus:
Remeasurement of carrying value to redemption value attributable to:
Accretion of carrying value to redemption value	—			981,286		—			2,668,274
Contingently redeemable Class A common stock subject to possible redemption	812,715		$	9,167,017		1,848,503		$	19,419,552

On February 28, 2024 the Company instructed the transfer agent to transfer funds held in the Trust Account from the brokerage investment account into demand deposit account.

~~Receivable~~ On March ~~from~~4, 2024, as Sponsor’s designee and ~~Payable~~as funded by Sponsor, the Company caused to ~~Trust~~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 March 2, 2024 to April 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

~~During the nine months ended~~See ~~September~~Note ~~30,~~11 ~~2023,~~below ~~the Company erroneously overdrew from the Trust Account amounts allocated~~ for ~~tax~~additional extension payments. Accordingly, at September 30, 2023, the Company had an amount payable to the Trust Account in the amount of $90,298, which is fully allocable to the contingently redeemable Class A common stock subject to possible redemption. The payable to trust is to be funded by the Sponsor, and corresponding receivable from the Sponsor has been included within the Investments held in Trust Account line on the accompanying condensed consolidated balance sheet at September 30, 2023. This amount will be deposited during the following fiscal quarter.

~~Debt discounts~~Offering Costs

~~Debt~~Offering costs ~~discounts~~consisted ~~relate~~of legal, accounting, underwriting and other costs incurred that were directly related to the ~~issuance~~Initial ~~costs~~Public Offering. ofOffering ~~the~~costs ~~promissory~~are ~~notes~~allocated to ~~non-related~~the ~~parties~~separable ~~(see~~financial ~~Note~~instruments 6)issued in the Initial Public Offering based on a relative fair value basis, ~~and~~compared to total proceeds received. Offering costs associated with warrant liabilities are ~~included~~expensed as incurred, presented as non-operating expenses in the unaudited condensed consolidated ~~balance~~statements ~~sheets~~of asoperations. ~~a direct~~Offering ~~deduction~~costs ~~from~~associated with the ~~face~~issuance ~~amount~~of Class A common stock subject to possible redemption were charged to temporary equity upon the completion of the ~~promissory~~Initial ~~notes~~Public Offering. ~~Debt~~The ~~discounts~~Company ~~are~~classifies ~~amortized~~deferred ~~over~~underwriting ~~the~~commissions ~~term~~as ofnon-current ~~the~~liabilities ~~related~~as ~~promissory~~their liquidation ~~notes~~is ~~and~~not ~~included~~reasonably inexpected to require the ~~interest~~use ~~expense~~of current assets or require the creation of current liabilities.

13In connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued common stock (as defined in Note 9) from the Founder Shares (as defined in Note 5) to the investors who participated in the Initial Public Offering. The fair value of the Founder Shares (as defined in Note 5) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost was be allocated to the only financial instruments issued, which were private placement warrants. Offering costs allocated to derivative warrant liabilities are expensed as incurred in the statement of operations.

~~Recent~~Fair Value ~~Accounting~~of ~~Pronouncements~~Financial Instruments

~~In August~~The ~~2020,~~fair ~~the~~value ~~FASB~~of ~~issued~~the ~~Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity~~Company’s ~~Own~~assets ~~Equity~~and ~~(Subtopic~~liabilities, ~~815-40)~~which ~~(“ASU~~qualify ~~2020-06”) to~~as ~~simplify accounting for certain~~ financial instruments. ~~ASU~~under ~~2020-06 eliminates~~ the ~~current~~FASB ~~models~~ASC ~~that~~820, ~~require separation of~~“Fair ~~beneficial~~Value ~~conversion~~Measurements and ~~cash~~Disclosures,” ~~conversion~~approximates ~~features from convertible instruments and simplifies~~ the ~~derivative~~carrying ~~scope~~amounts ~~exception guidance~~represented ~~pertaining to equity classification of contracts~~ in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the ~~diluted~~balance ~~earnings per share guidance~~sheets, ~~including~~primarily ~~the requirement~~ due to ~~use~~its ~~the if~~short-~~converted~~term ~~method for all convertible instruments~~nature. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

~~Management~~Derivative ~~does~~Financial not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.Instruments

~~Note~~The Company 3evaluates —its ~~Initial~~financial ~~Public~~instruments to determine if such instruments are derivatives or contain features that qualify ~~Offering~~as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one redeemable warrant of the Company (“Warrant”), each Warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000.16

~~On June~~Fair ~~17,~~Value 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $3,260,000.Measurements

~~Note~~Fair value 4is —defined ~~Private~~as ~~Placement~~the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

On● ~~June 2,~~Level ~~2021~~1, ~~simultaneously~~defined ~~with~~as ~~the~~observable ~~closing~~inputs ofsuch ~~the~~as ~~Initial~~quoted ~~Public~~prices ~~Offering~~(unadjusted) ~~and~~for ~~the~~identical ~~sale~~instruments ofin ~~the~~active Units, the Company consummated the Private Placement of an aggregate 4,571,000 Private Placement Warrants, of which 3,871,000 Private Placement Warrants were purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim at a price of $1.00 per Private Placement Warrant, generating total proceeds of $4,571,000.markets;

On● ~~June 17,~~Level ~~2021~~2, ~~the~~defined ~~underwriter~~as ~~partially~~inputs ~~exercised~~other ~~the~~than ~~over-allotment~~quoted ~~option~~prices ~~and~~in ~~purchased~~active anmarkets ~~additional~~that ~~326,000~~are ~~Over-Allotment~~either ~~Units. Simultaneously~~directly ~~with~~or ~~the~~indirectly ~~closing~~observable ofsuch ~~the~~as ~~exercise~~quoted ofprices ~~the~~for ~~overallotment~~similar ~~option,~~instruments ~~the~~in ~~Company~~active ~~consummated~~markets ~~the~~or ~~Private~~quoted ~~Placement~~prices ~~of an~~for ~~aggregate~~identical ofor ~~97,800~~similar ~~Private~~instruments ~~Placement~~in ~~Warrants,~~markets ofthat ~~which~~are ~~74,980~~not ~~Private~~active; ~~Placement Warrants were purchased by the Original Sponsor~~ and ~~22,820 Private Placement Warrants were purchased by Maxim at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $97,800.~~

On● ~~June 2,~~Level ~~2022~~3, ~~the~~defined ~~Company~~as ~~closed~~unobservable inputs in which little or no market data exists, therefore requiring an ~~offering~~entity to ~~private~~develop ~~investors~~its ~~which~~own ~~included~~assumptions, ~~issuance~~such ofas ~~1,548,900~~valuations ~~Private~~derived ~~Warrants~~from atvaluation atechniques ~~price of~~in ~~$1.00~~which ~~per~~one ~~warrant~~or more significant inputs or significant value drivers are unobservable.

~~The Private~~Net ~~Placement Warrants~~ (~~and the underlying securities~~Loss) ~~are~~Income ~~identical~~Per toCommon the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.Stock

~~Note~~The Company 5complies —with ~~Related~~accounting ~~Party~~and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company ~~Transactions~~has two classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per common stock is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period.

~~Founder~~The calculation ~~Shares~~of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 16,543,700 shares for the three months ended March 31, 2024 and March 31, 2023 of Class A common stock subject to possible redemption in the calculation of diluted (loss) income per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three months ended March 31, 2024 and March 31, 2023. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~In February~~The ~~2021,~~basic ~~the~~and ~~Original~~diluted ~~Sponsor paid $25,000 to cover certain offering costs in consideration for 2,875,000 Class B shares~~ (~~the “Founder Shares”~~loss). ~~The~~income ~~number~~per of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. Thus, up to 375,000 of the Founder Shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On June 21, 2021, the underwriter partially exercised its over-allotment option, purchasing an additional 326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option, and hence 293,500 founder shares of Class B common stock ~~were~~is ~~subsequently~~calculated ~~forfeited,~~as ~~resulting in 2,581,500 outstanding Founder Shares.~~follows:

	For the Three Months Ended
	March 31,
	2024			2023
Common stock subject to possible redemption
Numerator:
Net loss allocable to Class A common stock subject to possible redemption	$	(372,567	)	$	(429,046	)
Denominator:
Weighted Average Redeemable Class A common stock, basic and diluted		812,715			1,848,503
Basic and Diluted net loss per share, redeemable Class A common stock	$	(0.46	)	$	(0.23	)

Non-redeemable common stock
Numerator:
Net loss allocable to non-redeemable common stock	$	(1,230,754	)	$	(623,146	)
Denominator:
Weighted Average non-redeemable common stock, basic and diluted		2,684,760			2,684,760
Basic and diluted net loss per share, common stock	$	(0.46	)	$	(0.23	)

Concurrently with the issuance of Private Warrants on June 2, 2022, the Original Sponsor committed to transfer 1,200,000 of Class B shares previously issued and outstanding as additional incentive to participants in the Extension Offering. The Company accounted for the Original Sponsor shares transferred to the participants in the Extension Offering at Fair Value as a charge directly to stockholder’s equity. The Company estimated the fair value of these shares to be $3,600,000 or $3 per share.17

~~In connection~~Income with the change in sponsor to Aspire on March 13, 2023, the Company estimated the aggregate fair value of the 2,581,500 founders’ shares sold to Aspire to be $464,670 or $0.18 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T. As this transaction is directly related to the business combination, the costs related to the transaction were included as transaction finance costs in the statement of operations.Taxes

~~Upon the~~The ~~closing~~Company ofaccounts ~~the~~for ~~Initial~~income ~~Business~~taxes ~~Combination,~~under ~~Sponsor~~ASC ~~shall~~740, ~~also~~“Income ~~convey~~Taxes.” ~~(i)~~ASC ~~250~~740,~~000~~ ~~(two~~Income ~~hundred~~Taxes, ~~and~~requires ~~fifty~~the ~~thousand)~~recognition ~~shares~~ of ~~Class~~deferred Btax ~~common~~assets ~~stock~~and toliabilities for both the ~~equityholders~~expected impact of differences between the ~~Original~~unaudited ~~Sponsor,~~condensed asconsolidated financial statements and tax basis of ~~the~~assets ~~Effective~~and ~~Date~~liabilities (and for the ~~“Original~~expected ~~Sponsor~~future ~~Equityholders”),~~tax benefit to be derived from tax loss and tax ~~pro~~credit ~~rata~~carry ~~based~~forwards. onASC ~~the~~740 ~~Original~~additionally ~~Sponsor~~requires ~~Equityholders’~~a ~~underlying~~valuation ~~interest~~allowance into be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2024 and December 31, 2023, the Company’s deferred ~~Class~~tax Basset ~~common~~had ~~stock,~~a ~~and~~ full valuation allowance recorded against it. Our effective tax rate was (ii0.60)% ~~250,000~~and ~~(two~~0.00% ~~hundred~~for the three months ended March 31, 2024 and ~~fifty~~March ~~thousand)~~31, ~~Private~~2023, ~~Placement~~respectively. ~~Warrants~~The toeffective ~~the~~tax ~~Original~~rate ~~Sponsor~~differs ~~Equityholders,~~from ~~pro~~the ~~rata~~statutory ~~based~~tax rate of 21% onfor the ~~Original~~three ~~Sponsor~~months ~~Equityholders’~~ended ~~underlying~~March ~~interest~~31, 2024 and March 31, 2023, due to changes in ~~the~~fair ~~Company’s~~value ~~Private~~in ~~Placement~~warrant ~~Warrants~~liability, ascertain ofnon-deductible interest and merger costs, and the ~~Effective Date~~valuation allowance on the deferred tax assets.

~~The Company’s~~While ~~initial~~ASC ~~stockholders~~740 ~~agreed~~identifies ~~not~~usage toof ~~transfer,~~an ~~assign~~effective orannual ~~sell~~tax ~~any~~rate for purposes of ~~their~~an ~~Founder~~interim ~~Shares~~provision, ~~until~~it does allow for estimating individual elements in the ~~earlier~~current toperiod ~~occur~~if ~~of:~~they ~~(i) one year after~~are significant, unusual or infrequent. Computing the ~~date~~effective oftax rate for the ~~consummation~~Company is complicated due to the potential impact of the ~~initial~~timing of any Business Combination orexpenses ~~(ii)~~and the ~~date~~actual oninterest ~~which~~income ~~the~~that will ~~Company~~be ~~consummates a~~recognized ~~liquidation,~~during ~~merger,~~the ~~stock~~year. ~~exchange~~The orCompany ~~other~~has ~~similar~~taken ~~transaction~~a ~~which~~position ~~results~~as into ~~all~~the calculation of ~~the~~income ~~stockholders~~tax ~~having~~expense ~~the~~in ~~right~~a tocurrent ~~exchange~~period ~~their~~based ~~shares~~on ofASC ~~Class~~740-270-25-3 Awhich ~~common~~states, ~~stock~~“If ~~for~~an ~~cash,~~entity ~~securities~~is orunable ~~other~~to ~~property.~~estimate ~~Any~~a ~~permitted~~part ~~transferees~~of ~~will~~its beordinary ~~subject~~income (or loss) toor the ~~same~~related ~~restrictions~~tax ~~and~~(benefit) ~~other~~but ~~agreements~~is ofotherwise ~~the~~able ~~initial~~to ~~stockholders~~make ~~with~~a ~~respect~~reasonable toestimate, ~~any~~the ~~Founder~~tax ~~Shares.~~(or ~~Notwithstanding the~~benefit) ~~foregoing,~~applicable ifto the ~~closing~~item that ~~price~~cannot ofbe ~~the~~estimated ~~shares~~shall ofbe ~~Class~~reported Ain ~~common~~the ~~stock~~interim ~~equals~~period orin ~~exceeds~~which ~~$12.00~~the ~~per~~item ~~share~~is ~~(as~~reported.” ~~adjusted~~The ~~for~~Company believes its ~~stock~~calculation ~~splits,~~to ~~stock~~be ~~dividends,~~a ~~reorganizations,~~reliable ~~recapitalizations~~estimate and ~~the~~allows ~~like)~~it ~~for~~to ~~any~~properly 20take ~~trading days~~into ~~within~~account ~~any~~the ~~30-~~usual ~~trading~~elements that can impact its annualized ~~day~~book ~~period~~income ~~commencing~~and ~~150~~its ~~days~~impact ~~after~~on the ~~initial~~effective ~~Business~~tax ~~Combination~~rate. As such, the ~~Founder~~Company ~~Shares~~is ~~will~~computing noits ~~longer~~taxable beincome ~~subject~~(loss) toand ~~such transfer~~associated ~~restrictions~~income tax provision based on actual results through March 31, 2024.

~~Promissory~~ASC ~~Notes—Related~~740 ~~Party~~also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

~~On February~~The ~~14,~~Company ~~2021,~~recognizes ~~the~~accrued ~~Original~~interest ~~Sponsor~~and ~~agreed~~penalties torelated ~~loan the Company up~~ to ~~$300,000~~unrecognized totax bebenefits ~~used~~as ~~for~~income atax ~~portion~~expense. ofThere ~~the~~were ~~expenses~~no ofunrecognized tax ~~the~~benefits ~~Initial Public~~and ~~Offering.~~no ~~This~~amounts ~~loan~~accrued isfor ~~non-~~interest ~~bearing, unsecured~~ and ~~was~~penalties ~~due~~as ~~at the closing~~ of ~~the~~March ~~Initial~~31, ~~Public~~2024 ~~Offering~~ and ~~the Original~~December ~~Sponsor~~31, ~~has~~2023. ~~not~~The ~~demanded~~Company ~~payment~~is ofcurrently not ~~the~~aware ~~note through the date~~ of ~~this~~any ~~filing.~~issues Asunder ofreview ~~September~~that ~~30,~~could ~~2023~~result ~~and~~in ~~December~~significant 31payments, ~~2022,~~ ~~$448~~accruals,~~039~~ ~~and~~or ~~$323,039~~material ~~were~~deviation ~~outstanding~~from ~~under~~its ~~the promissory notes, respectively~~position.

~~Related~~The ~~Party~~Company ~~Loans~~has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

~~In order~~Redeemable toShare finance transaction costs in connection with an intended initial Business Combination, the sponsor, an affiliate of the sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. As of September 30, 2023 and December 31, 2022, no such Working Capital Loans were outstanding.Classification

OnAll of ~~May~~the 1810, ~~2023~~326,000 ~~the~~Class ~~Company~~A ~~and~~common ~~the~~stock ~~Sponsor,~~sold ~~announced~~as ~~that,~~part of the ~~Company~~Units ~~entered~~in ~~into~~the anInitial ~~unsecured,~~Public ~~interest-free~~Offering ~~promissory~~contain ~~note~~a inredemption ~~favor~~feature which allows for the redemption of such public shares in connection with the ~~Sponsor~~Company’s liquidation, ~~pursuant~~if tothere ~~which~~is a stockholder vote or tender offer in connection with the ~~Sponsor~~Business ~~will~~Combination ~~loan~~and in connection with certain amendments to the Company’s amended ~~$30,000~~and ~~per~~restated ~~month~~certificate ~~for~~of upincorporation. toIn 12accordance with SEC and its staff’s guidance on redeemable equity instruments, ~~1-month~~which ~~extension~~has been codified in ASC 480-10-S99, upredemption toprovisions annot solely within the control of the Company require ~~aggregate~~common stock subject to redemption to be classified outside of ~~$360,000~~permanent equity. NoGiven ~~amounts~~that ~~have~~the ~~been~~Class ~~drawn~~A ~~under~~common ~~this~~stock ~~promissory~~was ~~note~~issued with asother freestanding instruments (i.e., public warrants), the initial carrying value of ~~September~~Class 30A common stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, ~~2023~~“Debt - Debt with Conversion and Other Options.”

~~Administrative Support Agreement~~18

~~The Company~~Immediately ~~has~~upon ~~agreed~~the toclosing ~~pay our sponsor a total~~ of ~~$10,000~~the ~~per~~Initial ~~month~~Public ~~for office space~~Offering, ~~utilities and secretarial and administrative support. The administrative support agreement began on~~ the ~~day the~~ Company ~~first~~recognized ~~listed on~~ the ~~Nasdaq~~accretion ~~Capital~~from ~~Market and continue monthly until the completion of the Company’s~~ initial ~~Business~~book ~~Combination~~value orto ~~liquidation~~redemption ~~of the Company. As of September 30~~amount, ~~2023~~ ~~and~~which ~~December~~approximates ~~31,~~fair ~~2022,~~value. ~~the~~The ~~Company~~change ~~owed~~in ~~$397,667 and $307,667 under~~ the ~~administrative~~carrying ~~support~~value ~~agreement,~~of ~~respectively.~~Class ~~For~~A ~~the three~~common ~~and~~stock ~~nine~~subject ~~months~~to ~~ended~~possible ~~September~~redemption ~~30,~~resulted in ~~2023,~~charges ~~the~~against ~~Company~~additional ~~incurred $30,000 and $90,000~~ paid-in ~~administrative~~capital ~~support~~(to ~~fees, respectively. For~~ the ~~three~~extent available) and ~~nine~~accumulated ~~months~~deficit ~~ended September 30, 2022, the Company incurred $30,000~~ and ~~$90,000~~Class inA ~~administrative~~common ~~support fees, respectively~~stock.

15As of March 31, 2024 and December 31, 2023, the Class A common stock reflected on the balance sheets are reconciled in the following table:

~~Note 6~~Schedule –of ~~Promissory~~class ~~Notes~~A common stock reconciliation

During 2023, the Company entered into six promissory notes with investors that provide for a maximum aggregate borrowing amount of up to $726,500. These notes are non-interest bearing and are due at the closing of the business combination. In consideration of these loans, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to the investors 95,000 shares of Class A common stock.


	March 31, 2024			December 31, 2023
	Shares	Amount		Shares	Amount
As of beginning of the period	812,715	$	9,372,058	1,848,503	$	19,419,552
Less:
Redemptions	—		—	(1,035,788)		(11,233,821)
Plus:
Remeasurement of carrying value to redemption value attributable to:
Amount due from Sponsor	—		90,822	—		84,159
Accretion of carrying value to redemption value	—		8,716	—		1,102,168
Contingently redeemable Class A common stock subject to possible redemption	812,715	$	9,471,596	812,715	$	9,372,058

~~On May 23,~~Debt 2023, the Company or Sponsor entered into a promissory note with Polar Multi-Strategy Master Fund (the “Investor”), pursuant to which the Investor agreed to provide a $500,000 loan to the Company or Sponsor. In consideration of the $500,000 from the Investor (“Initial Capital Contribution”), the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor 500,000 shares of Class A common stock (as loan grant shares issuable to a third party in relation to such working capital bridge loan) (“Subscription Shares”) at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.discounts

AsDebt discounts relate to the issuance costs of ~~September 30,~~the ~~2023,~~promissory ~~$1,001,500~~notes ~~was~~to ~~drawn~~non-related parties (see Note 6), and ~~outstanding~~are ~~under~~included in the condensed consolidated balance sheets as a direct deduction from the face amount of the promissory notes. Debt discounts are amortized over the term of the related promissory notes and included in the interest expense.

~~The Company’s~~Recent ~~Sponsor~~Accounting transfer of Class A shares to the Investor falls under SAB Topic 5T and thus was recognized in the Company’s records in connection with the funding of the promissory notes as a debt discount totaling $113,400, or approximately $0.18 per share. The debt discount is accreted as interest expense in the Company’s statements of operations over the terms of the respective loans. As of September 30, 2023, the Company had an unamortized debt discount of $73,543.Pronouncements

~~Note~~In August 72020, ~~—Derivative~~the ~~Warrant~~FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options ~~Liabilities~~(Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has adopted this standard in the current period. Adoption of ASU 2020-06 did not have any impact on its financial position, results of operations or cash flows.

~~As of both~~In ~~September~~December 302023, the FASB issued ASU 2023-09, ~~and~~Income ~~December~~Taxes ~~31,~~(Topic ~~2022,~~740): ~~there~~Improvements ~~were~~to 10Income Tax Disclosures,~~326,000~~ ~~public~~which ~~warrants~~requires ~~outstanding.~~disaggregated Asinformation ofabout ~~September~~a 30reporting entity’s effective tax rate reconciliation, as ~~2023~~well as information related to income taxes paid to enhance the transparency and ~~December~~decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, ~~2022~~2025. ~~there~~The ~~were~~Company ~~6,217,700~~is ~~Private~~currently ~~Placement~~evaluating ~~Warrants~~the ~~outstanding~~timing and impacts of adoption of this ASU.

~~Public Warrants~~19

~~Each Warrant~~Management ~~entitles~~does ~~the~~not ~~holder~~believe tothat ~~purchase~~any ~~one~~other ~~share~~recently ~~of the Company’s Class A common stock at a price of $11.50 per share~~issued, ~~subject to~~but ~~adjustment.~~not Inyet addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective ~~issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and~~, inaccounting ~~the~~standards ~~case~~if ofcurrently ~~any~~adopted ~~such~~would ~~issuance~~have ~~to the Sponsor or its affiliates, without taking into~~a ~~account~~material ~~any~~effect Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the ~~date~~accompanying ofunaudited ~~the~~condensed ~~consummation~~consolidated offinancial the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9statements.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

16Note 3 - Initial Public Offering

~~The warrants~~On ~~will~~June ~~expire~~2, at2021, ~~5:00~~the ~~p.m.,~~Company ~~New~~consummated ~~York~~its ~~City~~Initial ~~time~~Public Offering of 10,000,000 ~~five~~Units. ~~years~~Each ~~after~~Unit ~~the~~consists ~~completion~~of one share of ~~the~~Class A ~~initial~~common ~~Business~~stock ~~Combination~~of orthe ~~earlier~~Company, ~~upon redemption~~par orvalue ~~liquidation~~$0.0001 Onper ~~the~~share, ~~exercise~~and ofone ~~any~~redeemable warrant, of the ~~warrant~~Company ~~exercise~~(“Warrant”), each ~~price~~Warrant ~~will~~entitling bethe ~~paid~~holder ~~directly~~thereof to ~~the~~purchase ~~Company~~one ~~and~~Class A common stock for $11.50 per share. The Units were sold at a ~~not~~price ~~placed~~of in$10.00 per Unit, generating gross proceeds to the ~~Trust~~Company ~~Account~~of $100,000,000.

~~The Company~~On ~~has~~June ~~not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However~~17, ~~the Company has agreed that as soon as practicable~~2021, ~~but in no event later than 15 business days after~~ the ~~closing~~underwriter ofpartially ~~the~~exercised ~~initial Business Combination,~~ the ~~Company~~over-allotment ~~will~~option use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and topurchased ~~maintain a~~an ~~current~~additional ~~prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed~~326,000 ~~as specified~~Over-Allotment ~~in the warrant agreement~~Units. IfThe aUnits ~~registration~~were ~~statement~~sold ~~covering~~at the shares of Class A common stock issuable upon exercise of the warrants is not effective within 90 days after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a ~~“cashless~~price ~~basis” in accordance with Section 3(a)(9)~~ of ~~the Securities Act or another exemption~~$10.00 ~~Notwithstanding~~per ~~the above~~Unit, ifgenerating ~~the~~gross ~~Class~~proceeds Ato ~~common 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 Act, the~~ Company ~~may, at its 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 the Company so elects~~260, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available000.

~~Private~~Note ~~Placement~~4 ~~Warrants~~- Private Placement

~~The Private~~On ~~Placement~~June ~~Warrants~~2, ~~and~~2021, ~~the~~simultaneously ~~underlying~~with ~~securities~~the ~~are~~closing ~~identical~~of to the ~~public~~Initial ~~warrants~~Public ~~sold~~Offering asand ~~part~~the sale of the Units, in the ~~Initial~~Company consummated ~~Public~~the ~~Offering,~~Private ~~except~~Placement asof ~~otherwise~~an ~~disclosed~~aggregate in4,571,000 ~~the~~Private ~~Registration~~Placement ~~Statement.~~Warrants, Noof ~~underwriting~~which ~~discounts~~3,871,000 orPrivate ~~commissions~~Placement ~~were~~Warrants ~~paid~~were ~~with~~purchased ~~respect~~by tothe ~~such~~Original ~~sale.~~Sponsor ~~The~~and ~~issuance~~700,000 ~~of the~~ Private Placement Warrants ~~was~~were ~~made~~purchased ~~pursuant~~by toMaxim ~~the~~at ~~exemption~~a ~~from~~price ~~registration contained~~of in$1.00 ~~Section~~per ~~4(a)(2)~~Private Placement ofWarrant, ~~the~~generating ~~Securities~~total ~~Act~~proceeds of ~~1933~~$4, ~~as amended~~571,000.

~~Redemption~~On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units. Simultaneously with the closing of ~~warrants~~the ~~when~~exercise of the ~~price~~overallotment ~~per~~option, ~~share~~the Company consummated the Private Placement of ~~Class~~an Aaggregate ~~common~~of ~~stock~~97,800 ~~equals~~Private orPlacement ~~exceeds~~Warrants, of which 74,980 Private Placement Warrants were purchased by the Original Sponsor and 22,820 Private Placement Warrants were purchased by Maxim at a purchase price of $181.00 per Private Placement Warrant, generating gross proceeds of $97,800.

~~Once the~~On ~~warrants~~June ~~become~~2, ~~exercisable~~2022, the Company ~~may~~closed ~~redeem~~an ~~the~~offering ~~outstanding~~to ~~warrants~~private ~~(except~~investors ~~the~~which ~~Private~~included ~~Placement~~issuance of 1,548,900 Private Warrants): at a price of $1.00 per warrant.

●The Private inPlacement ~~whole~~Warrants (and ~~not~~the inunderlying securities) are identical to the public warrants sold as part; of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

●Note 5 at- aRelated ~~price~~Party ~~of $0.01 per warrant;~~Transactions

~~● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and~~Founder Shares

●In February if2021, ~~and~~the ~~only~~Original ifSponsor paid $25,000 to cover certain offering costs in consideration for 2,875,000 Class B shares (the ~~last~~“Founder ~~sale~~Shares”). ~~price~~The number of Founder Shares outstanding was determined based on the ~~Class~~expectation Athat ~~common~~the total ~~stock~~size ~~equals~~of orthe ~~exceeds~~Initial ~~$18.00~~Public ~~per~~Offering ~~share~~would ~~(as~~be ~~adjusted~~a ~~for~~maximum ~~stock~~of ~~splits~~11,500,000 ~~stock~~Units ~~dividends,~~if ~~reorganizations,~~the ~~recapitalizations~~underwriter’s over-allotment option is exercised in full, and ~~the~~therefore ~~like)~~that ~~for~~such ~~any~~Founder Shares would represent 20% ~~trading~~of ~~days~~the ~~within~~outstanding ashares ~~30-trading~~after ~~day~~the ~~period~~Initial ~~ending~~Public Offering. onThus, up to 375,000 of the ~~third~~Founder ~~trading~~Shares ~~day~~were ~~prior~~subject to ~~the~~forfeiture ~~date~~depending on the extent to which the ~~Company~~underwriter’s over-allotment ~~sends~~option was exercised. On June 21, 2021, the ~~notice~~underwriter ofpartially ~~redemption~~exercised its over-allotment option, purchasing an additional 326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the ~~warrant~~remaining ~~holders~~Units of the over-allotment option, and hence 293,500 founder shares of Class B common stock were subsequently forfeited, resulting in 2,581,500 outstanding Founder Shares.

If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.20

17Concurrently with the issuance of Private Warrants on June 2, 2022, the Original Sponsor committed to transfer 1,200,000 of Class B shares previously issued and outstanding as additional incentive to participants in the Extension Offering. The Company accounted for the Original Sponsor shares transferred to the participants in the Extension Offering at Fair Value as a charge directly to stockholder’s equity. The Company estimated the fair value of these shares to be $3,600,000 or $3 per share.

~~Note~~In 8connection ~~—Fair~~with ~~Value~~the ~~Measurements~~change in sponsor to Aspire on March 13, 2023, the Company estimated the aggregate fair value of the 2,581,500 founders’ shares sold to Aspire to be $464,670 or $0.18 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T. As this transaction is directly related to the business combination, the costs related to the transaction were included as transaction finance costs in the statement of operations.

~~The~~Pursuant to ~~following~~the Purchase Agreement dated as of March 13, 2023, by and among Sponsor, OTEC and the Original Sponsor (the “Purchase ~~table~~Agreement”), ~~presents~~(a) ~~information~~Sponsor ~~about~~agreed to pay the ~~Company’s~~Original ~~assets~~Sponsor ~~and~~$1.00 ~~liabilities~~(the ~~that~~“Consideration”), ~~are~~(b) ~~measured~~the atSponsor ~~fair~~agreed to ~~value~~convey to Original Sponsor 250,000 shares to the equity holders of Original Sponsor pro rata based on asuch ~~recurring~~equity ~~basis~~holders’ underlying interest in shares as of ~~September~~the 30date thereof (the “PSA Shares”), ~~2023~~(c) ~~and~~the ~~December~~Sponsor 31agreed to convey to Original Sponsor 250,000 ~~2022~~warrants to the equity holders of Original Sponsor pro rata based on such equity holders’ underlying interest in shares as of the date thereof (the “PSA Warrants”), and ~~indicates~~(d) the ~~fair~~Sponsor ~~value~~agreed ~~hierarchy~~to (i) reimburse Joseph Adir, Chief Executive Officer of the ~~valuation~~Initial ~~techniques~~Sponsor, ~~that~~$25,000 (“Adir’s Reimbursement”), and (ii) pay Charles Baumgarner, Chief Financial Officer of the Initial Sponsor, $5,000 per month during the transition period, which has been paid and satisfied as of the date hereof. The Purchase Agreement and change in Company directors and officers are further described in the Form 8-K, ~~utilized~~filed toby ~~determine~~the ~~such~~Company ~~fair~~on ~~value~~March 13, 2023.

~~Schedule~~The ~~of company~~Company’s ~~assets~~initial ~~and~~stockholders ~~liabilities~~agreed ~~that~~not ~~are~~to ~~measured~~transfer, atassign ~~fair~~or ~~value~~sell any of their Founder Shares until the earlier to occur of: (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates a ~~recurring~~liquidation, ~~basis~~merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing 150 days after the initial Business Combination, the Founder Shares will no longer be subject to such transfer restrictions.

			Quoted Prices In		Significant Other		Significant Other
	September 30,		Active Markets		Observable Inputs		Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	9,167,017	$	9,076,719	$	—	$	—
	$	9,167,017	$	9,076,719	$	—	$	—
Liabilities:
Warrant Liability- public	$	309,780	$	309,780	$	—	$	—
Warrant Liability- private		186,530		—		—		186,530
Total Warrant Liability	$	496,310	$	309,780	$	—	$	186,530

Promissory Notes-Related Party

			Quoted Prices In		Significant Other		Significant Other
	December 31,		Active Markets		Observable Inputs		Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	19,429,439	$	19,429,439	$	—	$	—
	$	19,429,439	$	19,429,439	$	—	$	—
Liabilities:
Warrant Liability- public	$	413,040	$	413,040	$	—	$	—
Warrant Liability- private		248,707		—		—		248,707
Total Warrant Liability	$	661,747	$	413,040	$	—	$	248,707

On February 14, 2021, the Original Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest bearing, unsecured and was due at the closing of the Initial Public Offering and the Original Sponsor has not demanded payment of the note through the date of this filing. As of March 31, 2024 and December 31, 2023, $448,039 were outstanding under the promissory notes.

~~Transfers~~Related ~~to/from~~Party Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the period from February 3, 2021 (inception) through December 31, 2022, the public warrants began trading separately on July 19, 2021 and thus were transferred from Level 3 to Level 1.Loans

~~Level 1~~In ~~assets~~order ~~include~~to ~~investments~~finance transaction costs in ~~money~~connection ~~market~~with ~~funds~~an intended initial Business Combination, the sponsor, an affiliate of the sponsor or certain of the Company’s officers and ~~U.S.~~directors ~~Treasury~~may, ~~securities~~but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). ~~The~~If the Company ~~uses~~completes ~~inputs~~an initial Business Combination, the Company would repay such asloaned ~~actual~~amounts ~~trade~~out ~~data~~of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid ~~benchmark~~only ~~yields~~out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, ~~quoted~~the ~~market~~Company may ~~prices~~use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from ~~dealers~~the Trust orAccount ~~brokers~~would be used to repay such loaned amounts. Up to $1,500,000 ~~and~~of ~~other~~such ~~similar~~loans ~~sources~~may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to ~~determine~~the Private Placement Warrants issued to the ~~fair~~Sponsor. ~~value~~As of ~~its~~March ~~investments~~31, 2024 and December 31, 2023, no such Working Capital Loans were outstanding.

The Company’s Warrant liability was valued at $496,310 and $661,747 as of September 30, 2023 and December 31, 2022, respectively. Under the guidance in ASC 815-40 the Warrants do not meet the criteria for equity treatment. As such, the Warrants must be recorded on the balance sheets at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed consolidated statements of operations.21

On May 18, 2023, the Company and the Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor, pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extension, up to an aggregate of $360,000. No amounts have been drawn under this promissory note as of March 31, 2024 or December 31, 2023.

~~The Company’s~~Administrative ~~Warrant~~Support liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the public Warrant liability is classified within Level 1 of the fair value hierarchy, as the public warrants are actively traded. The fair value of the private Warrant liability is classified within Level 3 of the fair value hierarchy.Agreement

~~Schedule~~The Company originally agreed to pay the Original Sponsor a total of ~~change~~$10,000 inper month for office space, utilities and secretarial and administrative support. The Administrative Support Agreement dated as of May 27, 2021 (the ~~fair~~“Administrative ~~value~~Support Agreement”) began on the day the Company first listed on the Nasdaq Capital Market and continue monthly until the completion of the ~~public~~Company’s initial ~~warrant~~Business ~~liability~~Combination ~~for~~or liquidation of the Company. As of March 31, 2024 and December 31, 2023, the Company owed $427,667 under the Administrative Support Agreement, respectively. For the three months ended March 31, 2024, and ~~2022~~2023, isthe asCompany ~~follows:~~incurred $30,000 in administrative support fees.

				Private
	Public Warrants			Warrants			Warrant
	Level 1			Level 3			Liabilities
Warrant liabilities at December 31, 2022	$	413,040		$	248,707		$	661,747
Change in Fair Value		206,520			124,353			330,873
Warrant liabilities at March 31, 2023		619,560			373,060			992,620
Change in Fair Value		(206,520	)		(124,353	)		(330,873	)
Warrant liabilities at June 30, 2023	$	413,040		$	248,707		$	661,747
Change in Fair Value		(103,260	)		(62,177	)		(165,437	)
Warrant liabilities at September 30, 2023	$	309,780		$	186,530		$	496,310

Note 6 - Promissory Notes

				Private
	Public Warrants			Warrants			Warrant
	Level 1			Level 3			Liabilities
Warrant liabilities at December 31, 2021	$	4,749,960		$	2,348,406		$	7,098,366
Change in Fair Value		(3,304,320	)		(1,550,042	)		(4,854,362	)
Warrant liabilities at March 31, 2022		1,445,640			798,364			2,244,004
Issuance of Private warrants		—			232,335			232,335
Change in Fair Value		(413,040	)		(222,399	)		(635,439	)
Warrant liabilities at June 30, 2022	$	1,032,600		$	808,300		$	1,840,900
Change in Fair Value		(103,260	)		(205,184	)		(308,445	)
Warrant liabilities at September 30, 2022	$	929,340		$	603,117		$	1,532,455

~~The~~On May 23, 2023, the Company ~~utilized~~ or Sponsor entered into a ~~binomial~~promissory ~~Monte~~note with Polar Multi-~~Carlo~~Strategy ~~simulation~~Master Fund (the “Investor”), pursuant to ~~estimate~~which the ~~fair~~Investor ~~value~~agreed ofto provide a $500,000 loan to the ~~public~~Company ~~warrants~~or atSponsor. ~~each~~In ~~reporting~~consideration ~~period~~of ~~for~~the ~~its~~$500,000 from ~~warrants~~the ~~that~~Investor ~~are~~(“Initial ~~not~~Capital ~~actively~~Contribution”), ~~traded. Inherent~~the inCompany aor ~~Monte~~Sponsor ~~Carlo~~will, ~~simulation~~upon ~~are~~the ~~assumptions~~closing ~~related~~of tothe ~~expected~~initial ~~share-price~~business ~~volatility~~combination, ~~expected~~assign ~~life~~and transfer, ~~risk-free~~or ~~interest~~cause ~~rate~~the assignment and ~~dividend~~transfer, ~~yield.~~to ~~The~~Investor ~~Company~~500,000 ~~estimates~~shares ~~the~~of ~~volatility~~Class ofA ~~its~~common ~~warrants~~stock ~~based~~(as onloan ~~implied~~grant ~~volatility~~shares ~~from~~issuable ~~the~~to ~~Company’s~~a ~~traded~~third ~~warrants~~party ~~and~~in ~~from~~relation ~~historical~~to ~~volatility~~such working capital bridge loan) (“Subscription Shares”) at a rate of ~~select~~one ~~peer~~Class ~~company’s~~A common stock ~~that~~for ~~matches~~each ~~the~~$1.00 ~~expected~~of ~~remaining~~Initial ~~life~~Capital ofContribution, or the ~~warrants~~Investor may elect to receive payments in cash. The ~~risk-free~~Subscription ~~interest~~Shares, ~~rate~~if isissued, ~~based~~shall onbe ~~the~~subject ~~U.S.~~to ~~Treasury~~no ~~zero~~transfer restrictions or any other lock-~~coupon~~up provisions, earn ~~yield~~outs, ~~curve~~or onother ~~the~~contingencies. ~~grant~~The ~~date~~Initial ~~for~~Capital aContribution ~~maturity~~shall ~~similar~~not toaccrue interest and shall be repaid by the ~~expected~~Company, ~~remaining~~upon the ~~life~~closing of the ~~warrants~~initial business combination. The ~~expected~~Company ~~life~~or ofSponsor ~~the warrants~~will ispay ~~assumed~~ to bethe ~~equivalent~~Investor toall ~~their~~repayments ~~remaining~~Sponsor ~~contractual~~or ~~term.~~the Company ~~The~~has ~~dividend~~received ~~rate~~within is5 ~~based~~business ondays of the ~~historical~~closing ~~rate,~~of ~~which~~ the ~~Company~~initial ~~anticipates~~business ~~remaining at zero~~combination.

~~The estimated~~On ~~fair~~October ~~value~~24, of2023, the ~~Private~~Company ~~Placement~~or ~~Warrants~~Sponsor isentered ~~determined~~into ~~using~~a ~~Level~~promissory 3note ~~inputs.~~with ~~Inherent~~Investor, inpursuant ato ~~modified~~which ~~Black-Scholes~~the ~~model~~Investor ~~are~~agreed to ~~assumptions~~provide ~~related~~a $250,000 loan to ~~expected~~the ~~share-price~~Company ~~volatility,~~or ~~expected~~Sponsor. ~~life,~~In ~~risk-free~~consideration ~~interest~~of ~~rate~~the ~~and~~Initial ~~dividend~~Capital ~~yield.~~Contribution, ~~The~~the Company or Sponsor ~~estimates~~will, upon the ~~volatility~~closing of ~~its~~the ~~warrants~~initial ~~based~~business oncombination, ~~implied~~assign ~~volatility~~and ~~from~~transfer, ~~the~~or ~~Company’s~~cause ~~traded~~the ~~warrants~~assignment and ~~from~~transfer, ~~historical~~to Investor ~~volatility~~Subscription Shares at a rate of ~~select~~one ~~peer~~Class ~~company’s~~A common stock ~~that~~for ~~matches~~each ~~the~~$1.00 ~~expected~~of ~~remaining~~Initial ~~life~~Capital ofContribution, or the ~~Warrants~~Investor may elect to receive payments in cash. The ~~risk-free interest~~Subscription ~~rate~~Shares, isif ~~based~~issued, onshall ~~the~~be ~~U.S.~~subject ~~Treasury~~to ~~zero~~no transfer restrictions or any other lock-~~coupon~~up ~~yield~~provisions, ~~curve~~earn onouts, ~~the~~or ~~grant~~other ~~date~~contingencies. ~~for~~The aInitial ~~maturity~~Capital ~~similar~~Contribution toshall ~~the~~not ~~expected~~accrue ~~remaining~~interest and shall be ~~life~~repaid ofby the ~~warrants.~~Company, ~~The~~upon ~~expected~~the ~~life~~closing of the ~~warrants~~initial isbusiness ~~assumed~~combination. toThe beCompany ~~equivalent~~or toSponsor ~~their~~will ~~remaining~~pay ~~contractual~~to ~~term.~~the ~~The~~Investor ~~dividend~~all ~~rate~~repayments isSponsor ~~based~~or on the ~~historical~~Company ~~rate,~~has ~~which~~received within 5 business days of the ~~Company~~closing ~~anticipates~~of ~~remaining~~the atinitial ~~zero~~business combination.

~~The key inputs into the modified Black-Scholes model were as follows:~~22

~~Schedule~~During the three months ended March 31, 2024, the Company entered into an additional promissory note with an investor that provide for a maximum aggregate borrowing amount of ~~quantitative~~up ~~information~~to ~~regarding~~$130,000. ~~Level~~This 3loan ~~fair~~is ~~value~~non-interest ~~measurements~~bearing ~~inputs~~and is due at the closing of the business combination. In consideration of these loans, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to the investor 32,500 shares of Class A common stock.

	September 30, 2023			December 31, 2022
Risk-free interest rate		4.50	%		3.91	%
Expected term (years)		5.09			5.42
Expected volatility		8.1	%		5.30	%
Stock price	$	11.02		$	10.54
Strike price	$	11.50		$	11.50
Dividend yield		0	%		0	%
Probability of business combination		1.50	%		3.00	%

As of March 31, 2024, and December 31, 2023 $1,381,500 and $1,281,500 was outstanding under the promissory notes.

19The Company’s Sponsor transfer of Class A shares to the Investor falls under SAB Topic 5T and thus was recognized in the Company’s records in connection with the funding of the promissory notes as a debt discount totalling $164,250 or approximately $0.18 per share. The debt discount is accreted as interest expense in the Company’s statements of operations over the terms of the respective loans. As of March 31, 2024, the Company had an unamortized debt discount of $34,145. Amortization was recorded to interest expense and totalled $49,244 for the three months ended March 31, 2024. There was no similar expense recorded in the three months ended March 31, 2023.

Note 97 —- ~~Commitments~~Derivative ~~and~~Warrant ~~Contingencies~~Liabilities

~~Registration~~As ~~Rights~~of both March 31, 2024, and December 31, 2023, there were 10,326,000 public warrants outstanding. As of March 31, 2024 and December 31, 2023, there were 6,217,700 Private Placement Warrants outstanding.

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to or on the Effective Date of the Initial Public ~~Offering, requiring the Company to register such~~ securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Warrants

~~Underwriting~~Each ~~Agreement~~Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The ~~underwriter~~ ~~had~~warrants awill ~~45-day~~expire ~~option~~at to5:00 ~~purchase up to 1~~p.m.,~~500,000~~ ~~additional~~New ~~Units~~York toCity ~~cover any over-allotments~~time, iffive ~~any,~~years atafter the ~~Initial~~completion ~~Public~~of ~~Offering price less~~ the ~~underwriting~~initial ~~discounts~~Business ~~and~~Combination ~~commissions.~~or earlier Onupon ~~June~~redemption ~~17,~~or ~~2021,~~liquidation. ~~the~~On ~~underwriter partially exercised~~ the ~~over-allotment option~~exercise ~~and purchased an additional 326,000 Over-Allotment Units, generating an aggregate~~ of ~~gross~~any ~~proceeds of $3~~warrant,~~260,000.~~ Onthe ~~June 21,~~warrant ~~2021,~~exercise ~~the~~price ~~underwriter~~will ~~forfeited~~be ~~the~~paid ~~right~~directly to ~~purchase~~ the Company ~~remaining~~and ~~1,174,000~~not ~~Units~~placed ofin the ~~over-allotment~~Trust ~~option~~Account.

The Company ~~underwriter~~has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the ~~was~~Company ~~entitled~~has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to anfile ~~underwriting~~with ~~discount~~the SEC a registration statement covering the shares of ~~$0.20~~Class A ~~per~~common ~~Unit~~stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or $2are redeemed,~~065,200~~ as specified in the ~~aggregate~~warrant ~~(reflecting~~agreement. If a registration statement covering the ~~partial~~shares of Class A common stock issuable upon exercise by of the warrants ~~underwriter~~is ofnot ~~its~~effective ~~over-allotment~~within ~~option),~~90 ~~paid~~days atafter the closing of the ~~Initial~~initial ~~Public~~Business ~~Offering.~~Combination, ~~Additionally~~warrant holders may, $3until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement,~~614,100~~ exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the ~~aggregate~~above, ~~(reflecting~~if the ~~partial~~Class A common stock is at the time of any exercise byof a warrant not listed on a national securities exchange such that it satisfies the ~~underwriter~~definition of ~~its~~a ~~over-allotment~~“covered ~~option~~security” under Section 18(b),(1) isof ~~payable~~the toSecurities Act, the ~~underwriter for~~Company ~~deferred~~may, ~~underwriting~~at ~~commissions.~~its ~~The~~option, ~~deferred~~require ~~fee~~holders ~~will~~of ~~become~~public ~~payable~~warrants who exercise their warrants to ~~the~~do ~~underwriter~~so ~~from~~on ~~the~~a ~~amounts~~“cashless ~~held~~basis” in accordance with Section 3(a)(9) of the ~~Trust Account~~Securities ~~solely~~Act and, in the event ~~that~~the Company so elects, the Company ~~completes~~will annot ~~initial~~be ~~Business~~required ~~Combination~~to file or maintain in effect a registration statement, ~~subject~~and toin the ~~terms~~event of the ~~Underwriting~~Company ~~Agreement~~does ~~dated~~not ~~May~~so 27elect, ~~2021~~the (Company will use its best efforts to register or qualify the ~~“Underwriting~~shares ~~Agreement”)~~under byapplicable ~~and~~blue ~~between~~sky laws to the extent ~~Company~~an ~~and~~exemption ~~Maxim~~is not available.

~~Amendment of Underwriting Agreement~~23

~~On December~~Private ~~15,~~Placement 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties agreed to amend the Underwriting Agreement as follows: (i) the Company and Maxim mutually agreed that the rights of first refusal be deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an underwriter in any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates a business combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 at the closing of such business combination as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been limited to 326,000 Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim agreed that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of Maxim. For the sake of clarity, all rights and obligations relating to underwriting fees (including but not limited to deferred underwriting commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets dated September 30, 2023 and December 31, 2022, respectively.Warrants

~~Representative’s~~The ~~Class~~Private APlacement ~~Common~~Warrants ~~Stock~~and the underlying securities are identical to the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

~~The Company~~Redemption ~~has~~of ~~issued~~warrants towhen ~~Maxim~~the ~~and/or~~price ~~its~~per ~~designees,~~share ~~103,260 shares~~ of Class A common stock ~~upon~~equals ~~the consummation of the Initial Public Offering and the partial exercise of the underwriter’s over-allotment. Maxim has agreed not to transfer, assign~~ or ~~sell~~exceeds any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the initial Business Combination within 12 months, or up to $18 ~~months if the Company uses the one time option to extend the period of time to consummate a Business Combination from the closing of the Initial Public Offering~~.00

~~The shares~~Once ~~have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following~~ the ~~commencement~~ ofwarrants ~~sales~~become ~~of the offering pursuant to Rule 5110I(1) of FINRA’s Rules. Pursuant to FINRA Rule 5110the(1)~~exercisable, ~~these securities will not be~~ the ~~subject~~Company of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date of the registration statement of which the prospectus forms a part, nor may ~~they~~redeem ~~be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following~~ the ~~commencement~~outstanding ofwarrants ~~sales~~(except of the ~~offering~~Private ~~except~~Placement ~~as permitted by FINRA Rule 5110(e~~Warrants)~~(2).~~:

~~Right of~~● ~~First~~in ~~Refusal~~whole and not in part;

On● May 27, 2021, subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the offering and ending 12 months after the date of the consummation of a business combination, a right of first refusal to act as lead left book-running managing underwriter with at ~~least 75% of the economics; or, in the case of~~ a ~~three-handed~~price ~~deal 50%~~ of ~~the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of the Company’s successors or subsidiaries~~$0.01 Inper ~~accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the Initial Public Offering.~~warrant;

20● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

~~Captura Merger~~● ~~Agreement~~if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per 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 the Company sends the notice of redemption to the warrant holders.

~~On August~~If ~~10,~~the ~~2022,~~Company calls the ~~Company,~~warrants ~~Merger~~for ~~Sub~~redemption 1,as ~~Original~~described ~~Sponsor~~above, ~~Captura~~the ~~and~~management ~~Geranen~~will ~~entered~~have ~~into~~ the ~~Captura~~option ~~Merger~~to ~~Agreement.~~require ~~Pursuant~~all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the ~~Captura~~management ~~Merger~~will ~~Agreement~~consider, ~~upon~~among other factors, the ~~closing~~cash position, the number of warrants that are outstanding and the ~~business~~dilutive ~~combination,~~effect on the ~~parties~~stockholders ~~would~~of ~~effect~~issuing the ~~merger~~maximum number of ~~Merger~~shares ~~Sub~~of Class 1A ~~with~~common ~~and~~stock ~~into~~issuable upon the ~~Captura~~exercise of the warrants. In such event, ~~with~~each holder would pay the ~~Captura~~exercise ~~continuing~~price asby surrendering the ~~surviving~~warrants ~~entity,~~for asthat anumber ~~result~~of shares of ~~which~~Class ~~all~~A ofcommon stock equal to the ~~issued~~quotient ~~and~~obtained ~~outstanding~~by dividing (x) the product of the ~~capital~~number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants ~~Captura~~and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall bemean ~~exchanged~~the ~~shares~~average reported last sale price of the Class A common stock offor the ~~Company~~10 ~~upon~~trading ~~the~~days ~~terms~~ending ~~set~~on ~~forth~~the inthird trading day prior to the ~~Captura~~date ~~Merger~~on ~~Agreement~~which the notice of redemption is sent to the holders of warrants.

On October 13, 2022, the parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Captura Merger Agreement.24

~~Majic~~Note ~~Merger~~8 ~~Agreement~~- Fair Value Measurements

~~On November~~The ~~15,~~following ~~2022,~~table ~~the~~presents ~~Company~~information ~~entered~~about ~~into~~ the ~~Majic~~Company’s ~~Merger~~assets ~~Agreement~~and ~~with~~liabilities ~~Merger~~that ~~Sub~~are 1,measured ~~Merger~~at ~~Sub~~fair 2,value ),on ~~the~~a ~~Original Sponsor in the~~recurring ~~capacity~~basis as ~~the~~of ~~representative~~March ~~for~~31, ~~the~~2024 ~~stockholders~~and ofDecember ~~the Company~~31, ~~Majic~~2023, and ~~Jeffrey~~indicates H.the ~~Coats,~~fair anvalue ~~individual,~~hierarchy inof the ~~capacity as~~valuation techniques that the Company ~~representative~~utilized ~~for~~to ~~the~~determine ~~Majic~~such ~~stockholders~~fair value.

OnSchedule ~~February 3, 2023, the parties to the Majic Merger Agreement mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a)~~ of ~~the~~ ~~Majic~~company’s ~~Merger~~assets ~~Agreement,~~and ~~effective~~liabilities ~~immediately.~~that ~~Neither~~are ~~party~~measured ~~was~~at ~~required~~fair tovalue ~~pay~~on ~~the other~~ a ~~termination~~recurring ~~fee as a result of the mutual decision to terminate the Majic Merger Agreement.~~basis

Purchase Agreement


	March 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Warrant Liability- public	$	774,450	$		$	—	$	774,450
Warrant Liability- private		466, 325		—		—		466, 325
Total Warrant Liability	$	1,240,775	$	—	$	—	$	1,240,775

On March 13, 2023, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the Original Sponsor and Sponsor pursuant to which Sponsor, or an entity designated by the Sponsor, will purchase from the Original Sponsor 2,581,500 shares of Class B common stock of the Company, par value $0.0001 per share and 5,869,880 Private Placement Warrants, each of which is exercisable to purchase one share of Class A common stock of the Company, par value $0.0001 per share, for an aggregate purchase price of $1.00 (the “Purchase Price”) payable at the time the Company effects a merger, share exchange, asset acquisition, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or business combination.


	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	9,287,900	$	9,287,900	$	—	$	—
	$	9,287,900	$	9,287,900	$	—	$	—
Liabilities:
Warrant Liability- public	$	206,520	$	206,520	$	—	$	—
Warrant Liability- private		124,352		—		—		124,352
Total Warrant Liability	$	330,872	$	206,520	$	—	$	124,352

~~Pursuant~~ Transfers to/from ~~the~~Levels ~~Purchase~~1, ~~Agreement~~2, ~~the~~and ~~Sponsor~~3 ~~has~~are recognized ~~replaced~~at the ~~Company’s~~beginning ~~current directors and officers with directors and officers~~ of the ~~Company~~reporting ~~selected~~period. inDuring the ~~Sponsor’s~~three ~~sole~~months ~~discretion.~~ended ~~Joseph~~March ~~Adir~~31, ~~Michael Payne~~2024, ~~Eric Blair, and Mitchell Gordon resigned as directors of~~ the ~~Company,~~public ~~and~~warrants ~~Joseph Adir, Charles Baumgartner, Ofer Oz, and Ken Hickling resigned as officers of the Company.~~ceased ~~Michael~~trading ~~Peterson,~~in ~~Donald~~January ~~Fell,~~2024 ~~Venkatesh Srinivasan,~~ and ~~Siva Saravanan~~ were ~~appointed~~transferred asform ~~directors~~Level of1 ~~the~~to ~~Company.~~Level ~~Suren Ajjarapu was appointed Chief Executive Officer and Chairman of the Company, and Francis Knuettel II was appointed as the Company’s Chief Financial Officer~~3.

~~Upon the~~Level ~~closing~~1 ofassets ~~the~~include ~~Business~~investments ~~Combination,~~in ~~Sponsor~~money ~~shall~~market ~~also~~funds ~~convey (i) 250,000 (two hundred~~ and ~~fifty~~U.S. ~~thousand)~~Treasury ~~shares~~securities. ofThe ~~Class~~Company ~~B common~~uses ~~stock~~inputs tosuch ~~the~~as ~~equityholders~~actual ~~of the Original Sponsor~~trade data, asbenchmark ~~of the effective date (the “Original Sponsor Equityholders”)~~yields, ~~pro~~ ~~rata~~quoted ~~based~~market onprices ~~the~~from ~~Original~~dealers ~~Sponsor~~or ~~Equityholders’ underlying interest in the Company’s Class B common stock~~brokers, and ~~(ii)~~ ~~250,000~~other ~~(two~~similar ~~hundred~~sources ~~and fifty thousand) Private Placement Warrants~~ to determine the ~~Original Sponsor Equityholders, pro rata based~~fair onvalue ~~the Original Sponsor Equityholders’ underlying interest in the Company’s Private Placement Warrants as~~ of ~~the~~its ~~effective date~~investments.

The ~~Purchase~~ ~~Agreement~~Company’s Warrant liability was valued at $1,240,775 and ~~change~~$330,872 inas ~~Company~~of ~~directors~~March 31, 2024 and ~~officers~~December ~~are~~31, ~~further~~2023, ~~described~~respectively. Under the guidance in ASC 815-40 the ~~Form~~Warrants ~~8-K,~~do ~~filed~~not bymeet the ~~Company~~criteria for equity treatment. As such, the Warrants must be recorded on ~~March~~the 13balance sheets at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, ~~2023~~the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed consolidated statements of operations.

~~Regentis~~The ~~Merger~~Company’s ~~Agreement~~warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. Prior to March 31, 2024, the fair value of the public warrant liability is classified within Level 1 of the fair value hierarchy, as the public warrants were actively traded. In January 2024, the public warrants ceased trading. The fair value of the public and private warrant liability is classified within Level 3 of the fair value hierarchy.

On Schedule ~~May~~of ~~2, 2023,~~change in the ~~Company,~~fair ~~Merger~~value ~~Sub,~~of ~~and Regentis, entered into~~ the ~~Merger~~public ~~Agreement,~~warrant ~~pursuant~~liability tofor ~~which,~~2023 ~~among other things, Merger Sub will merge with~~ and ~~into~~2022 ~~Regentis,~~is ~~with Regentis continuing~~ as ~~the surviving entity after the Merger, as a result of which Regentis will become a direct, wholly-owned subsidiary of the Company.~~follows:

Subscription Agreement

				Public and Private
	Public Warrants			Warrants		Warrant
	Level 1			Level 3		Liabilities
Warrant liabilities at December 31, 2023	$	206,520		$	124,354	$	330,872
Transfer from Level 1 to Level 3		(206,520	)		206,520		—
Change in Fair Value		—			909,903		909,903
Warrant liabilities at March 31, 2024	$	—		$	466,328	$	1,240,775

On May 23, 2023, the Company, the Investor, and Sponsor, entered into a Subscription Agreement, pursuant to which, the Sponsor was seeking to raise the Initial Capital Contribution which will in turn be utilized by the Company to cover working capital expenses. In consideration for the Initial Capital Contribution, the Company or Sponsor will issue 500,000 shares of Class A Company Stock (as loan grant shares issuable to a third party in relation to such working capital bridge loan) to the Investor at the close of the business combination as Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies.25

				Private
	Public Warrants			Warrants			Warrant
	Level 1			Level 3			Liabilities
Warrant liabilities at December 31, 2022	$	413,040		$	248,707		$	661,747
Change in Fair Value		(206,520	)		(124,354	)		(330,874	)
Warrant liabilities at March 31, 2023	$	206,520		$	124,352		$	330,872

~~Note~~The Company 10utilized —a ~~Stockholders~~binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting period for its warrants that are not actively traded. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common ~~Deficit~~stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

~~Preferred~~The ~~Stock~~estimated —fair ~~The~~value ~~Company~~of the Public and Private Placement Warrants is ~~authorized~~determined using Level 3 inputs. Inherent in a modified Black-Scholes model are assumptions related to ~~issue~~expected 1share-price volatility,~~000~~ expected life,~~000~~ ~~shares~~risk-free interest rate and dividend yield. The Company estimates the volatility of ~~preferred~~its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock ~~with~~that amatches ~~par~~the ~~value~~expected remaining life of $0the Warrants.~~0001~~ ~~per~~The risk-free ~~share~~interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the Asexpected remaining life of ~~September~~the ~~30,~~warrants. ~~2023~~The ~~and~~expected ~~December~~life ~~31,~~of ~~2022,~~the ~~there~~warrants ~~were~~is noassumed ~~shares~~to ofbe ~~preferred~~equivalent ~~stock~~to ~~issued~~their orremaining ~~outstanding~~contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

~~Class A common stock—~~ The ~~Company is authorized to issue 100,000,000 shares of Class A common stock with a par value~~ ofkey ~~$0.0001~~inputs ~~per~~into ~~share.~~the ~~Holders~~modified ofBlack-Scholes ~~Class A~~model ~~common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there~~ were ~~2,684,760 and 103,260 shares of Class A common stock issued or outstanding, excluding 812,715 and 1,848,503 shares of Class A common stock subject to possible redemption classified~~ as ~~temporary equity, respectively.~~follows:

~~Class B common~~Schedule ~~stock — The Company is authorized to issue 10,000,000 shares~~ of ~~Class B~~quantitative ~~common~~information ~~stock~~regarding ~~with~~Level a3 ~~par~~fair value of ~~$0.0001~~measurements ~~per share. Holders of the Class~~inputs B common stock are entitled to one vote for each share of common stock. On September 30, 2023 and December 31, 2022, there were no shares and 2,581,500 shares of Class B common stock issued and outstanding, respectively. On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option, and hence 293,500 shares of Class B common stock were subsequently forfeited.

The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the initial Business Combination, the Founder Shares will no longer be subject to the lock-up provisions.

	March 31, 2024			December 31, 2023
Risk-free interest rate		4.12	%		3.77	%
Expected term (years)		5.09			5.09
Expected volatility		4.67	%		8.0	%
Stock price	$	11.75		$	11.35
Strike price	$	11.50		$	11.50
Dividend yield		0	%		0	%
Probability of business combination		1.50	%		1.00	%

~~The shares~~Note of9 ~~Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one~~-~~for-one~~ ~~basis,~~Commitments ~~subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations~~ and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock issuable to Maxim) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor, its affiliates or certain of the Company’s officers and directors upon conversion of Working Capital Loans made to the Company).Contingencies

~~Holders~~Registration of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.Rights

~~Note~~The 11holders —of ~~Subsequent~~the ~~Events~~Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to or on the Effective Date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, except as noted below.26

~~Promissory~~Underwriting ~~Note~~ Agreement

~~On October~~The ~~24,~~underwriter ~~2023,~~had ~~the Company or Sponsor entered into~~ a ~~promissory~~45-day ~~note~~option ~~with Investor, pursuant~~ to ~~which~~purchase ~~the~~up ~~Investor agreed~~ to ~~provide a $250~~1,500,000 ~~loan~~additional Units to ~~the~~cover ~~Company~~any orover-allotments, ~~Sponsor.~~if Inany, ~~consideration~~at of the Initial ~~Capital Contribution, the Company or Sponsor will,~~ ~~upon~~Public ~~the~~Offering ~~closing~~price ofless the ~~initial~~underwriting ~~business~~discounts ~~combination, assign~~ and ~~transfer,~~commissions. orOn ~~cause~~June ~~the assignment and transfer~~17, ~~to Investor Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution~~2021, or the ~~Investor~~underwriter ~~may~~partially ~~elect~~exercised ~~to receive~~the ~~payments~~over-allotment inoption ~~cash.~~and ~~The~~purchased ~~Subscription~~an ~~Shares~~additional 326,000 ifOver-Allotment ~~issued~~Units, ~~shall~~generating bean ~~subject~~aggregate toof nogross ~~transfer~~proceeds ~~restrictions~~of ~~or any other lock-up provisions~~$3, ~~earn outs~~260, ~~or other contingencies~~000. On ~~The~~June ~~Initial~~21, ~~Capital Contribution shall not accrue interest and shall be repaid by the Company~~2021, ~~upon~~ the ~~closing~~underwriter offorfeited the ~~initial~~right ~~business combination. The Company or Sponsor will pay~~ to ~~the~~purchase ~~Investor all repayments Sponsor or~~ the ~~Company~~remaining ~~has~~1,174,000 ~~received~~Units ~~within 5 business days~~ of the ~~closing~~over-allotment ~~of the initial business combination~~option.

~~Nasdaq~~The ~~Compliance~~underwriter was entitled to an underwriting discount of $0.20 per Unit, or $2,065,200 in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), paid at the closing of the Initial Public Offering. Additionally, $3,614,100 in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), is payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting Agreement dated May 27, 2021 (the “Underwriting Agreement”) by and between the Company and Maxim.

~~After the~~Amendment ~~Hearing with Nasdaq, the Company provided a chart listing each~~ of ~~the~~Underwriting ~~initial listing requirements and noted how it planned to meet each requirement, as requested by Nasdaq at the Hearing.~~Agreement

On ~~October~~ 9December 15, ~~2023~~2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, ~~received~~both aparties agreed ~~letter~~to ~~from~~amend ~~Nasdaq~~the ~~stating~~Underwriting Agreement as follows: (i) the Company and Maxim mutually agreed that the ~~Panel~~rights ~~granted~~of ~~OTEC’s~~first ~~request~~refusal be ~~for~~deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an ~~exception~~underwriter in ~~until~~any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates ~~January~~a business combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 ~~2024~~at the closing of such business combination as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been limited to 326,000 ~~subject~~Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim agreed that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of Maxim. For the sake of clarity, all rights and obligations relating to underwriting fees (including but not limited to deferred underwriting commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities in the ~~following:~~accompanying unaudited condensed consolidated balance sheets dated as of March 31, 2024 and December 31, 2023, respectively.

~~(1)~~Representative’s Class OnA orCommon ~~before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and~~Stock

~~(2)~~The Company Onhas issued to Maxim and/or ~~before~~its ~~January~~designees, 2103,260 ~~2024~~shares of Class A common stock upon the consummation of the Initial Public Offering and the partial exercise of the underwriter’s over-allotment. Maxim has agreed not to transfer, ~~OTEC~~assign ~~shall~~or sell ~~complete~~any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, and ~~establish~~(ii) to ~~compliance~~waive its rights to liquidating distributions from the Trust Account with ~~Listing~~respect ~~Rule~~to ~~5505~~such shares if we fail to complete the initial Business Combination within 12 months, or up to 18 months if the Company uses the one time option to extend the period of time to consummate a Business Combination from the closing of the Initial Public Offering.

OnThe shares ~~October~~have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following 10the commencement of sales of the offering pursuant to Rule 5110I(1) of FINRA’s Rules. Pursuant to FINRA Rule 5110the(1), these ~~2023~~securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the ~~Company~~economic ~~further~~disposition ~~demonstrated~~of ~~compliance~~the ~~with~~securities by any person for a period of 180 days immediately following the ~~MVLS~~Effective ~~Requirement~~Date of the registration statement of which the prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the offering except as permitted by FINRA Rule 5110(e)(2).

On October 12, 2023, the Company received a letter from Nasdaq stating that the Company regained compliance under the MVLS Requirement. As such, this deficiency has been cured and the Company is in compliance with Nasdaq’s MVLS Requirement.27

22Right of First Refusal

~~The Company~~On ~~anticipates~~May ~~completing~~27, ~~the~~2021, ~~Business~~subject ~~Combination~~to ~~pursuant~~certain toconditions, the ~~Merger~~Company ~~Agreement~~granted ~~with~~Maxim, ~~Regentis~~for ~~and~~a ~~Merger~~period ~~Sub~~beginning byon the ~~end~~closing of ~~2023,~~the offering and ~~upon~~ending ~~such~~12 ~~completion~~months after the date of the consummation of a business combination, ~~expects~~a right of first refusal to ~~establish~~act ~~compliance~~as lead left book-running managing underwriter with at least 75% of the ~~Public~~economics; ~~Holder~~or, ~~Requirement.~~in ~~The~~the ~~Company~~case ~~does~~of ~~not~~a ~~anticipate that~~three-handed ~~its~~deal ~~business~~50% ~~operations~~of ~~will~~the beeconomics, for ~~affected~~any and ~~fully~~all ~~intends~~future topublic ~~regain~~and ~~compliance~~private ~~with~~equity, convertible and debt offerings for the ~~Public~~Company ~~Holder~~or ~~Requirement.~~any ~~The~~of the Company’s ~~will~~successors ~~monitor~~or ~~its~~subsidiaries. ~~Nasdaq~~In ~~listing~~accordance ~~and~~with ~~evaluate~~FINRA ~~its~~Rule ~~available~~5110(g)(6), ~~options~~such toright ~~regain~~of ~~compliance~~first ~~with~~refusal ~~Nasdaq~~shall not have a duration of more than three years from the commencement of sales of the Initial Public Offering.

~~Extension~~Captura ~~Payment~~Merger ~~to Trust Account~~Agreement

On ~~October~~ 27August 10, ~~2023~~2022, the Company, ~~deposited~~Merger ~~$30~~Sub 1,~~000~~ Original Sponsor, ~~representing~~Captura $0and Geranen entered into the Captura Merger Agreement.~~037~~ ~~per~~Pursuant to ~~public~~the ~~share,~~Captura ~~into~~Merger ~~its~~Agreement, ~~Trust~~upon ~~Account~~the ~~for~~closing ~~its~~of ~~public~~the ~~stockholders~~business combination, ~~allowing~~ the ~~Company~~parties towould ~~extend~~effect the ~~period~~merger of ~~time~~Merger itSub 1 ~~has~~with toand ~~consummate~~into ~~its~~the ~~initial~~Captura, ~~business~~with ~~combination~~the byCaptura ~~one~~continuing ~~month~~as ~~from~~the ~~November 2~~surviving entity, ~~2023~~as toa ~~December~~result 2,of ~~2023,~~which asall of the ~~sixth~~issued and outstanding capital stock of ~~twelve~~the ~~1-month~~Captura ~~extensions~~shall ~~permitted~~be ~~under~~exchanged shares of the Class A common stock of the Company’s ~~governing~~upon ~~documents~~the terms set forth in the Captura Merger Agreement.

~~Amendment~~On NoOctober 13, 2022, the parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a) 2of the Captura Merger Agreement, effective immediately. Neither party was required to ~~Form~~pay ~~S-4~~the other a termination fee as a result of the mutual decision to terminate the Captura Merger Agreement.

OnMajic Merger ~~November 3, 2023, the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023.~~Agreement

23On November 15, 2022, the Company entered into the Majic Merger Agreement with Merger Sub 1, Merger Sub 2, the Original Sponsor in the capacity as the representative for the stockholders of the Company, Majic, and Jeffrey H. Coats, an individual, in the capacity as the representative for the Majic stockholders.

~~Item~~On February 2.3, ~~Management’s Discussion~~2023, ~~and~~the ~~Analysis~~parties to the Majic Merger Agreement mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a) of ~~Financial~~the ~~Condition~~Majic ~~and~~Merger ~~Results~~Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of ~~Operations~~the mutual decision to terminate the Majic Merger Agreement.

~~All of the~~Purchase defined terms above in Item 1 are incorporated herein by reference. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Agreement

~~Cautionary~~On ~~Note~~March ~~Regarding~~13, ~~Forward-Looking~~2023, ~~Statements~~the Company entered into the Purchase Agreement with the Original Sponsor and Sponsor pursuant to which Sponsor, or an entity designated by the Sponsor, will purchase from the Original Sponsor 2,581,500 shares of Class B common stock of the Company, par value $0.0001 per share and 5,869,880 Private Placement Warrants, each of which is exercisable to purchase one share of Class A common stock of the Company, par value $0.0001 per share, for an aggregate purchase price of $1.00 (the “Purchase Price”) payable at the time the Company effects a merger, share exchange, asset acquisition, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or business combination.

~~This~~Pursuant ~~Quarterly~~to ~~Report on Form 10-Q includes forward-looking statements within~~ the ~~meaning~~Purchase ~~of Section 27A of the Securities Act of 1933~~Agreement, as ~~amended (~~the ~~“Securities~~Sponsor ~~Act”),~~has ~~and~~replaced ~~Section 21E of~~ the ~~Securities~~Company’s ~~Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our~~ current ~~expectations~~directors and ~~projections~~officers ~~about~~with ~~future~~directors ~~events. These forward-looking statements are subject to known~~ and ~~unknown risks, uncertainties and assumptions about us that may cause our actual~~officers ~~results, levels~~ of ~~activity,~~the ~~performance~~Company orselected ~~achievements~~in tothe beSponsor’s ~~materially~~sole ~~different~~discretion. ~~from~~Joseph ~~any future results~~Adir, ~~levels~~Michael ~~of activity~~Payne, ~~performance~~ orEric ~~achievements expressed or implied by such forward-looking statements. In some cases~~Blair, ~~you~~and ~~can~~Mitchell ~~identify~~Gordon ~~forward-looking~~resigned ~~statements~~as bydirectors ~~terminology~~of ~~such~~the ~~as “may~~Company,” ~~“should,”~~and ~~“could,”~~Joseph ~~“would~~Adir,” ~~“expect,” “plan,”~~Charles ~~“anticipate~~Baumgartner,” ~~“believe,”~~Ofer ~~“estimate~~Oz,” ~~“continue,”~~and orKen ~~the~~Hickling ~~negative of~~resigned ~~such~~as ~~terms~~officers orof ~~other~~the ~~similar expressions~~Company. Michael ~~Such statements include~~Peterson, ~~but~~Donald ~~are not limited to~~Fell, ~~possible~~Venkatesh ~~business combinations and the financing thereof~~Srinivasan, and ~~related~~Siva ~~matters,~~Saravanan aswere ~~well~~appointed as ~~all~~directors ~~other statements other than statements~~ of ~~historical~~the ~~fact included in this Form 10-Q~~Company. ~~Our~~Suren ~~securities~~Ajjarapu was ~~filings~~appointed ~~can~~Chief beExecutive ~~accessed~~Officer onand ~~the~~Chairman ~~EDGAR section~~ of the ~~U.S.~~Company, ~~Securities~~ and ~~Exchange~~Francis ~~Commission’s (the~~Knuettel ~~“SEC’s”)~~II ~~website~~was atappointed ~~www.sec.gov. Except~~ as ~~expressly~~the ~~required by applicable securities law, we disclaim~~Company’s ~~any~~Chief ~~intention~~Financial ~~or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise~~Officer.

~~Overview~~28

WePursuant to ~~are~~the Purchase Agreement (a ~~blank~~) ~~check~~Sponsor ~~company~~agreed ~~incorporated~~to inpay ~~Delaware~~the onOriginal ~~February~~Sponsor 3,the ~~2021~~Consideration, ~~for~~(b) the ~~purpose~~Sponsor ofagreed ~~effecting~~to aconvey ~~merger~~to Original Sponsor the PSA Shares, ~~capital~~(c) ~~stock~~the ~~exchange~~Sponsor agreed to convey to Original Sponsor the PSA Warrants, and (d) the Sponsor agreed ~~asset~~to ~~acquisition,~~(i) ~~stock~~Adir’s ~~purchase~~Reimbursement, ~~reorganization~~and or(ii) ~~similar~~pay ~~business~~Charles ~~combination~~Baumgarner, ~~with~~Chief ~~one~~Financial orOfficer ~~more~~of ~~businesses.~~the WeInitial ~~are~~Sponsor, an$5,000 ~~emerging~~per ~~growth~~month ~~company~~during ~~and~~the transition period, which has been paid and satisfied as ~~such,~~of the date hereof. The Purchase Agreement and change in Company directors and officers are ~~subject~~further todescribed ~~all~~in the ~~risks~~Form ~~associated~~8-K, ~~with~~filed ~~emerging~~by ~~growth~~the ~~companies~~Company on March 13, 2023.

~~Our Original~~Regentis ~~Sponsor~~Merger was OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company. The registration statement for the 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, 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 Over-Allotment 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 Over-Allotment Units, generating an aggregate of gross proceeds of $3,260,000, and incurred $65,200 in cash underwriting fees. The underwriter waived its right to exercise the remaining over-allotment option on June 21, 2021.Agreement

~~Simultaneously~~On ~~with~~May ~~the~~2, ~~closing~~2023, of the ~~Initial~~Company, ~~Public~~Merger ~~Offering~~Sub, weand ~~consummated~~Regentis, ~~the~~entered ~~Private~~into ~~Placement~~the ofMerger 4Agreement,~~571,000~~ ~~Private~~pursuant ~~Placement~~to ~~Warrants, of~~ which 3,~~871,000~~ ~~Private~~among ~~Placement~~other ~~Warrants~~things, Merger ~~were~~Sub ~~purchased~~will bymerge ~~our~~with ~~Original Sponsor~~ and ~~700,000~~into ~~Private Placement Warrants were purchased by Maxim~~Regentis, ~~each~~with ~~exercisable~~Regentis tocontinuing ~~purchase~~as ~~one~~the ~~share~~surviving ofentity ~~Common~~after ~~Stock~~the ~~at $11.50 per share~~Merger, atas a ~~price~~result of ~~$1.00 per Private~~ ~~Placement~~which ~~Warrant,~~Regentis ~~generating~~will ~~gross~~become ~~proceeds~~a todirect, uswholly-owned subsidiary of ~~$4.6~~the ~~million~~Company.

~~In connection~~On ~~with~~July 7, 2023, the ~~partial~~Company ~~exercise~~and ofRegentis ~~the~~executed ~~underwriter’s~~Amendment ~~over-allotment~~No. ~~option,~~1 weto ~~sold~~the anMerger ~~additional~~Agreement ~~97,800~~to ~~Private~~increase ~~Placement~~the ~~Warrants, of~~merger ~~which~~consideration ~~74,980~~to $96 ~~Private~~million ~~Placement~~from ~~Warrants~~$95 ~~were~~million ~~purchased~~to byaccount, ~~our~~in ~~Original~~part, ~~Sponsor~~for ~~and~~the ~~22,820~~issuance ~~Private~~of ~~Placement~~Regentis ~~Warrants~~ordinary ~~were~~shares ~~purchased by~~to Maxim, atpre-closing afor ~~price~~the offee to ~~$1.00~~which ~~per~~it ~~Private~~would ~~Placement~~be ~~Warrant,~~entitled ~~generating~~upon ~~additional~~consummation ~~gross~~of ~~proceeds~~the ofbusiness $0combination.~~1 million.~~

~~Upon the~~Subscription closing of the Initial Public Offering and the Private Placement (including the additional Units and additional Private Placement Warrants sold in connection with the partial exercise of the underwriter’s over-allotment option), $104,292,600 ($10.10 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in the Trust Account.Agreement

~~If we are~~On ~~unable~~May to23, ~~complete~~2023, anthe ~~initial~~Company, ~~business~~the ~~combination~~Investor, byand ~~June 2~~Sponsor, ~~2024,~~entered weinto ~~will~~a ~~(i)~~Subscription ~~cease~~Agreement, ~~all~~pursuant ~~operations~~to ~~except~~which, ~~for~~ the ~~purpose~~Sponsor ofwas ~~winding~~seeking ~~up,~~to ~~(ii)~~raise asthe ~~promptly~~Initial asCapital ~~reasonably~~Contribution ~~possible~~which ~~but~~will ~~not~~in ~~more~~turn ~~than~~be ~~ten~~utilized ~~business~~by ~~days~~the ~~thereafter,~~Company ~~redeem~~to ~~the~~cover ~~shares~~working ofcapital ~~Common~~expenses. ~~Stock,~~In atconsideration afor ~~per-share~~the ~~price,~~Initial ~~payable~~Capital ~~in cash~~Contribution, ~~equal to~~ the ~~aggregate~~Company ~~amount~~or ~~then~~Sponsor onwill ~~deposit~~issue in500,000 ~~the~~shares ~~Trust~~of ~~Account,~~Class ~~including~~A ~~interest~~Company Stock ~~earned~~(as onloan ~~the~~grant ~~funds~~shares ~~held~~issuable into ~~the~~a ~~Trust~~third ~~Account~~party ~~(less~~in uprelation to ~~$100,000~~such ofworking ~~interest~~capital tobridge ~~pay~~loan) ~~dissolution~~to ~~expenses),~~the ~~divided~~Investor byat the ~~number~~close of ~~then~~the ~~outstanding~~business ~~shares~~combination ofas ~~Common~~Subscription ~~Stock,~~Shares ~~which~~at ~~redemption~~a ~~will~~rate ~~completely~~of ~~extinguish~~one ~~Public~~Class ~~Stockholders’~~A ~~rights~~common asstock ~~stockholders (including~~for ~~the~~each ~~right~~$1.00 toof ~~receive~~Initial ~~further~~Capital ~~liquidating distributions~~Contribution, or ifthe ~~any),~~Investor ~~and~~may ~~(iii)~~elect ~~as promptly as reasonably possible following such redemption, subject~~ to ~~the~~receive ~~approval~~payments ofin ~~the~~cash. ~~remaining~~The ~~stockholders~~Subscription ~~and~~Shares, ~~the~~if ~~board of directors~~issued, ~~liquidate~~shall ~~and~~be ~~dissolve,~~ subject in ~~each case~~ to ~~our~~no ~~obligations~~transfer ~~under~~restrictions or ~~Delaware~~any ~~law~~other tolock-up ~~provide~~provisions, ~~for~~earn ~~claims~~outs, ofor ~~creditors and the requirements of~~ other ~~applicable law~~contingencies.

On ~~June~~ 2October 24, ~~2022~~2023, the Company ~~caused~~or Sponsor entered into a promissory note with Investor, pursuant to bewhich ~~deposited~~the Investor agreed to provide a $1250,~~548,900~~000 ~~into~~loan to the Company’s ~~Trust~~or ~~Account~~Sponsor. ~~for~~In ~~its~~consideration ~~public~~of ~~stockholders~~the Initial Capital Contribution, ~~representing~~the Company or Sponsor ~~$0.15~~will, ~~per~~upon ~~public~~the ~~share~~closing of the initial business combination, ~~allowing~~assign and transfer, or cause the ~~Company~~assignment and transfer, to ~~extend~~Investor Subscription ~~the~~Shares ~~period~~at a rate of ~~time~~one itClass ~~has~~A tocommon ~~consummate~~stock ~~its~~for ~~initial~~each ~~business~~$1.00 ~~combination~~of Initial Capital Contribution, or the Investor may byelect ~~six~~to ~~months~~receive ~~from~~payments ~~June~~in 2cash. The Subscription Shares, ~~2022~~if issued, shall be subject to ~~December~~no 2transfer restrictions or any other lock-up provisions, ~~2022~~earn outs, or other contingencies. The ~~extension~~Initial ~~was~~Capital ~~permitted~~Contribution ~~under~~shall ~~the~~not ~~Company’s~~accrue ~~governing~~interest ~~documents.~~and shall be Asrepaid ~~noted~~by ~~below~~the Company, ~~other~~upon ~~extensions~~the ~~have~~closing ~~since~~of ~~been~~the ~~exercised~~initial business combination. WeThe ~~now~~Company ~~identify~~or aSponsor ~~significant~~will ~~risk~~pay ofto ~~liquidation~~the ofInvestor usall repayments asSponsor ofor the ~~June~~ 2,Company ~~2024~~has ~~deadline~~received aswithin ~~per~~5 ~~our~~business ~~prospectus~~days toof ~~consummate~~the aclosing of the initial business combination.

~~On August~~Note 10, ~~2022,~~- we, Merger Sub 1, and our Original Sponsor entered into the Captura Merger Agreement with Captura and Geranen. Pursuant to the Captura Merger Agreement, upon the closing of the business combination, we would effect the merger of Merger Sub 1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set forth as follows: CapturaStockholders’s shareholders collectively would be entitled to receive from the Company, in the aggregate, a number of Company’s securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which the Captura’s net working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness (as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration otherwise payable to the Captura’s shareholders is subject to adjustment after the closing in accordance with the terms of the Captura Merger Agreement.Deficit

24Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

~~The obligations~~Class ofA ~~the~~common ~~parties~~stock to- ~~consummate~~The ~~the~~Company ~~business~~is ~~combination~~authorized ~~was subject~~ to ~~the~~issue ~~satisfaction or waiver of certain customary closing conditions of the respective parties~~100, ~~including~~000,000 ~~without~~shares ~~limitation: (a) the representations and warranties~~ of ~~the~~Class ~~respective~~A ~~parties~~common ~~being true~~stock ~~and~~with ~~correct~~a ~~subject~~par tovalue ~~the materiality standards contained in the Captura Merger Agreement; (b) material compliance by the parties~~ of ~~their respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger Agreement;~~$0.0001 ~~(c)~~per ~~the~~share. ~~approval~~Holders ~~by the Company’s stockholders~~ of ~~the~~Class ~~business~~A ~~combination;~~common ~~(d)~~stock ~~the~~are ~~approval~~entitled ~~by Captura’s stockholders of the business combination; (e) the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement) with respect~~ to ~~the~~one ~~Company~~vote orfor ~~with~~each ~~respect~~share. toAs ~~Captura since the effective date~~ of ~~the~~March ~~Captura~~31, ~~Merger~~2024 ~~Agreement that is continuing~~ and ~~uncured;~~December ~~(f)~~31, ~~the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement~~2023, athere ~~majority~~were ~~of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5~~2,~~000~~684,~~001~~760 inshares ~~tangible net assets upon the closing; (h) the entry into certain ancillary agreements as~~ of ~~the~~Class ~~closing;~~A ~~(i)~~common ~~the~~stock ~~lack~~issued ~~of any notice~~ or ~~communication~~ ~~from~~outstanding, orexcluding ~~position of~~812,715 ~~the~~shares ~~SEC~~of ~~requiring~~Class ~~the~~A ~~Company~~common tostock ~~amend or supplement the prospectus and proxy statement; and~~subject ~~(j)~~to ~~the~~possible ~~receipt~~redemption ofclassified ~~certain~~as ~~closing~~temporary ~~deliverables~~equity.

On October 13, 2022, parties to the Captura Merger Agreement mutually terminated it pursuant to Section 8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Captura Merger Agreement.29

~~On November~~Class ~~15,~~B ~~2022,~~common ~~we,~~stock ~~Merger~~- ~~Sub~~The 1,Company ~~and~~is ~~our~~authorized ~~Original Sponsor entered into the Majic Merger Agreement with a second target, Majic, and Merger Sub 2. Pursuant~~ to ~~the~~issue ~~Majic Merger Agreement~~10, ~~subject to the terms and conditions set forth therein~~000,000 ~~upon~~shares ~~the closing~~ of ~~the~~Class ~~business~~B ~~combination,~~common westock ~~would effect the merger of Merger Sub 1~~ with ~~and into Majic, with Majic continuing as the surviving entity and~~ a ~~wholly-owned~~par ~~subsidiary~~value of ~~the Company as the first merger, and immediately following the first merger, effect the~~$0.0001 ~~merger~~per ~~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 of the Second Merger~~share. AsHolders ~~a result~~ of ~~such mergers, all of~~ the ~~issued and outstanding capital stock of Majic would be exchanged for shares of~~ Class AB common stock ofare ~~the Company upon the terms set forth as follows: Majic’s shareholders collectively would be~~ entitled to ~~receive~~one ~~from~~vote ~~the~~for ~~Company,~~each inshare ~~the aggregate, (a) twenty million (20,000,000) shares~~ of ~~Company Class A~~ common stock. asOn ~~the~~March ~~closing merger consideration~~31, ~~subject~~2024 ~~to certain adjustments in the event that, during the period after signing before the Closing, Majic issued equity or other securities for interim financing purposes;~~ and ~~(b) subject to certain~~ ~~adjustments,~~December ~~terms and conditions set forth in the Majic Merger Agreement~~31, ~~for Majic’s stockholders other than the holders of such interim financing shares~~2023, upthere towere ~~twenty~~no ~~million (20,000,000)~~ shares of ~~the Company~~ Class AB common stock asissued ~~stockholder earnout~~and ~~merger consideration~~outstanding. InAs ~~addition,~~of ~~subject~~September ~~to certain adjustments~~5, ~~terms and conditions set forth in the Majic Merger Agreement~~2023, ~~(1)~~all ~~after closing, certain management members~~ of ~~Majic would be entitled to receive from the Company sixteen million~~Sponsor’s ~~(16,000,000) shares of the Company~~ Class AB common stock, ~~subject~~was toconverted ~~the addition of bonus shares if the financial metrics of the post-merger company exceed such financial target by 20%; and (2) after closing, the Original Sponsor would be entitled~~ to ~~four million (4,000,000) shares of the Company~~ Class A common stock. ~~Such earnout consideration was subject to certain proration and catch-up earnout provisions.~~

~~The obligations~~On ofJune ~~the parties to consummate the business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective parties~~17, ~~including~~2021, ~~without limitation: (a)~~ the ~~representations~~underwriter ~~and~~partially ~~warranties~~exercised of the ~~respective parties being true and correct subject to the materiality standards contained in the Majic Merger Agreement; (b) material compliance by the parties of their respective pre~~over-~~closing~~allotment ~~covenants~~option and ~~agreements,~~purchased ~~subject~~an toadditional the standards contained in the Merger Agreement; (c) the approval by the Company’s stockholders of the business combination; (d) the approval by Majic’s stockholders of the business combination; (e) the absence of any Material Adverse Effect (as defined in the Majic Merger Agreement) with respect to the Company or with respect to Majic since the effective date of the Majic Merger Agreement that is continuing and uncured; (f) the election of the members of the post-closing board consistent with the provisions of the Majic Merger Agreement326, ~~a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,~~000~~,001~~ ~~in tangible net~~Over-Allotment ~~assets~~Units. ~~upon~~On ~~the~~June ~~Closing; (h) the entry into certain ancillary agreements as of the closing; (i) the lack of any notice or communication from~~21, ~~or position of~~2021, the ~~SEC~~underwriter ~~requiring~~forfeited the ~~Company~~right to ~~amend~~purchase ~~or supplement~~ the ~~prospectus~~remaining ~~and~~Units ~~proxy statement; (j) the shares~~ of ~~Company Class A common stock issued as merger consideration being approved for listing on Nasdaq;~~ the ~~receipt~~over-allotment ~~of certain closing deliverables; (k) evidence that Majic has terminated~~option, ~~extinguished~~ and ~~cancelled in fully any outstanding Majic’s convertible~~ ~~securities~~hence ~~or commitments; and (l) the Company having cash and cash equivalents~~293,500 ~~after~~shares ~~giving effect to any stockholder redemptions, proceeds from any PIPE investment, and net~~ of ~~the~~Class ~~Company’s~~B ~~expenses,~~common ofstock atwere ~~least~~subsequently ~~$50,000,000~~forfeited.

~~On February~~The 3,Company’s ~~2023,~~initial ~~the~~stockholders ~~parties~~have toagreed ~~the~~not ~~Majic~~to ~~Merger~~transfer, ~~Agreement~~assign ~~mutually~~or ~~terminated~~sell itany ~~pursuant~~of totheir ~~Section~~Founder ~~8.1(a)~~Shares ofuntil the ~~Majic~~earlier to ~~Merger~~occur ~~Agreement, effective~~of ~~immediately.~~(i) ~~Neither~~one ~~party~~year ~~was~~after ~~required~~the todate ~~pay~~of the ~~other~~consummation aof ~~termination~~the ~~fee~~initial asBusiness aCombination ~~result~~or of(ii) the ~~mutual~~date ~~decision~~on towhich ~~terminate~~ the Company ~~Majic~~consummates ~~Merger~~a ~~Agreement. On November 29~~liquidation, ~~2022~~merger, westock ~~held~~exchange aor ~~special~~other ~~meeting~~similar oftransaction ~~stockholders~~which ofresults ~~the~~in ~~Company.~~all Atof ~~such special meeting,~~ the ~~Company’s~~ stockholders having ~~approved an amendment to~~ the ~~charter~~right to ~~extend~~exchange ~~the~~their ~~date~~shares byof ~~which~~Class ~~the~~A ~~Company~~common ~~must~~stock ~~consummate its~~for ~~initial~~cash, ~~business~~securities ~~combination~~or ~~from~~other ~~December~~property. 2,Any ~~2022~~permitted totransferees will ~~June~~be ~~2, 2023,~~ subject to the ~~approval~~same ofrestrictions ~~the~~and ~~Board~~other ofagreements ~~Directors~~ of the ~~Company,~~ ~~provided~~initial ~~our~~stockholders ~~Original~~with ~~Sponsor~~respect orto ~~its~~any ~~designees~~Founder ~~deposit~~Shares. Notwithstanding ~~into~~ the ~~Trust~~foregoing, ~~Account~~if anthe ~~amount~~closing ~~equal~~price toof ~~$0.067~~the ~~per~~shares ~~share~~of ~~for each~~Class ~~public~~A ~~share~~common orstock ~~$125,000,~~equals ~~prior~~or toexceeds ~~the commencement of each extension period~~$12.00 Inper ~~connection~~share ~~with~~(as adjusted ~~the~~for ~~extension~~stock ~~stockholders holding 8~~splits,~~477,497~~ ~~shares of common~~ stock ~~exercised~~dividends, ~~their~~reorganizations, ~~right~~recapitalizations toand ~~redeem~~the ~~their~~like) ~~shares~~ for aany ~~pro~~20 ~~rata~~trading ~~portion~~days ofwithin ~~the funds in the~~any ~~Trust~~30-trading ~~Account.~~day Asperiod acommencing ~~result,~~150 ~~approximately~~days ~~$87,541,322~~after ~~(approximately~~the ~~$10.32~~initial ~~per~~Business ~~share)~~Combination, ~~was~~the ~~removed~~Founder ~~from~~Shares ~~the~~will ~~Trust~~no ~~Account~~longer tobe ~~pay~~subject ~~such~~to ~~holders,~~the ~~leaving~~lock-up ~~$19,088,228 post redemption~~provisions.

25Holders of the Class A common stock vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.

~~On December~~Note 1,11 ~~2022,~~- ~~the~~Subsequent 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.Events

OnThe ~~December~~Company ~~30,~~evaluated ~~2022,~~subsequent ~~the~~events ~~Company~~and ~~caused~~transactions tothat beoccurred ~~deposited~~after ~~$125,000~~the ~~into~~balance ~~our~~sheet ~~Trust~~date ~~Account~~up ~~for~~to ~~its~~the ~~public~~date ~~stockholders,~~that ~~representing~~the ~~$0.067~~condensed financial ~~per~~statements ~~public~~were ~~share,~~issued. ~~allowing~~Based ~~the~~upon ~~Company~~this toreview, ~~extend~~ the ~~period~~Company ofdid ~~time~~not itidentify ~~has~~any tosubsequent ~~consummate~~events ~~its~~that ~~initial~~would ~~business~~have ~~combination~~required ~~by one~~adjustment ~~month~~or ~~from~~disclosure ~~January~~in 2,the ~~2023~~condensed financial statements, toexcept ~~February~~as 2,noted ~~2023~~below.

On February 2, 2023, the Company caused to be deposited $125,000 into its 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 February 2, 2023, to March 2, 2023.30

~~On March~~Extension 2,Payment ~~2023, the Company caused~~ to ~~be deposited $125,000 into its~~ 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 March 2, 2023, to April 2, 2023.

On ~~March~~ 13April 3, ~~2023~~2024, ~~the~~as ~~Company~~Sponsor’s ~~sponsor~~designee ~~changed~~and ~~from~~as ~~the~~funded ~~Original~~by Sponsor, the Company caused to ~~Sponsor~~be ~~when~~deposited ~~Aspire~~$30,000 ~~agreed~~into toits ~~acquire~~Trust Account ~~all~~for ofits ~~the~~public 2stockholders,~~581~~ representing $0.037 per public share,~~500 shares~~ allowing the Company to extend the period of ~~Class~~time Bit has ~~common~~to ~~stock~~consummate ~~and~~its ~~5,869,880~~initial ~~Private~~business ~~Placement~~combination ~~Warrants~~by one month from ~~the~~April ~~Original~~2, ~~Sponsor~~2024 ~~upon~~to ~~the~~May ~~closing~~2, of2024 an(or ~~initial~~such earlier date as determined ~~business~~by ~~combination~~OTEC’s board of directors unless extended).

On ~~March~~ 31May 1, ~~2023~~2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $~~125~~30,000 into its Trust Account for its public stockholders, representing $0.~~067~~ 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 ~~April~~May 2, ~~2023,~~2024 to ~~May~~June 2, ~~2023~~2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

~~On May 2,~~As ~~2023,~~of the ~~Company,~~date ~~Merger~~of ~~Sub,~~this ~~and~~Quarterly ~~Regentis~~Report, ~~entered~~the ~~into~~Company ~~the~~has ~~Merger~~exercised ~~Agreement,~~its ~~pursuant~~right to ~~which,~~extend ~~among~~the ~~other~~deadline ~~things,~~to ~~Merger~~complete ~~Sub will~~its ~~merge~~initial ~~with~~business combination ~~and~~twelve ~~into~~of ~~Regentis,~~twelve ~~with~~times ~~Regentis~~by ~~continuing~~depositing asor ~~the~~causing ~~surviving~~to ~~entity~~be ~~after~~deposited into the ~~Merger,~~Trust asAccount a$30,000 ~~result~~for ofeach ~~which~~such ~~Regentis~~extension. ~~will~~The ~~become~~current aBusiness ~~direct,~~Combination ~~wholly-owned~~deadline ~~subsidiary~~is ofJune ~~the~~2, ~~Company~~2024.

~~On May 2,~~Amended ~~2023,~~and ~~the~~Restated ~~Company~~Satisfaction ~~caused~~and toDischarge ~~be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company to extend the period~~ of ~~time~~Indebtedness ~~it has to consummate its initial business combination by one month from May 2, 2023, to June 2, 2023.~~

OnCertain holders ~~May~~of ~~18,~~loans relating to the Extension Payments (the “Holder”) agreed that in lieu of collecting the full amount ~~2023~~of the Extension Payments at the closing of the Business Combination, each Holder shall defer the ~~Company~~repayment of the amounts due and ~~Sponsor,~~payable ~~announced~~to ~~that~~each Holder, to be repaid by the Post-Closing Company ~~entered~~(from ~~into~~future ancapital ~~unsecured~~raises, ~~interest~~capped in the aggregate with all other deferred amounts at twenty-~~free~~five ~~promissory~~percent ~~note~~(25%) inper ~~favor~~capital ofraise); provided that, commencing six (6) months after the closing of the ~~Sponsor~~Business Combination, ~~pursuant~~the Post-Closing Company shall instead have the option to ~~which~~pay the ~~Sponsor~~amount ~~will~~owed ~~loan~~each Holder fifty percent (50%) in cash and fifty percent (50%) in stock in the Post- Closing Company, valued at a price of $~~30,000~~4.00 per ~~month~~newly issued ~~for~~share; upany toshares ~~12,~~so 1issued shall be included by the Post-~~month~~Closing ~~extensions,~~Company upin a resale registration statement to anbe filed ~~aggregate~~by the Company within 60 days after the issuance of ~~$360,000.~~such shares (~~See~~unless ~~below~~such ~~regarding~~shares would already be tradeable without restriction under Rule 144). Each Holder accepted the ~~current~~terms ~~extensions~~above ~~exercised~~and shall acknowledges the satisfaction and discharge of the amount contributed to the Extension Payment upon final receipt of such cash and Post-Closing Company stock.)

~~On May 30,~~Over ~~2023,~~ the ~~Company~~Counter held a virtual special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed May 10, 2023 (as amended, the “Extension Proxy”). At the special meeting, the Company stockholders approved the Extension Amendment Proposal, and the Company promptly filed the amended charter following the stockholders’ approval of the Extension Amendment Proposal. Pursuant to the amended charter, the Company has the right to extend beyond the Original Termination Date by up to 12, 1-month extensions through the Outside Date of June 2, 2024, the Outside Date, the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless the closing of the Company’s initial business combination shall have occurred, redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company or the Sponsor (or its affiliates or permitted designees) is required to deposit into the Trust Account the Extension Payments, and the Sponsor made a non-interest bearing, unsecured loan to the Company in the aggregate of $360,000 for payment of the Extension Payments.Trading

~~Additionally,~~As previously atdisclosed, ~~such~~on ~~special~~April ~~meeting~~24, 2024, the ~~stockholders~~market ofmaker for the ~~Company~~common ~~approved~~stock of the ~~Trust~~Company ~~Amendment~~received ~~Proposal. Upon~~ approval offrom ~~the~~FINRA ~~Extension Amendment~~on ~~Proposal and~~ the ~~Trust~~Form ~~Amendment~~211 to ~~Proposal~~begin byquoting the Company’s ~~stockholders,~~common ~~the~~stock ~~Company~~over ~~and~~ the ~~Trustee~~counter ofunder the ~~Trust Account~~ticker ~~promptly~~symbol ~~entered~~“OTAC”, ~~into~~and ~~an amendment to~~ the ~~trust~~Company resumed ~~agreement~~trading toover ~~extend~~ the ~~termination date for an additional twelve months, until June 2, 2024~~counter.

~~In connection~~Equity ~~with~~Line ~~the~~Purchase voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the special meeting, Redeeming Stockholders exercised the right to redeem their shares. On June 2, 2023, the Company made cash payments to the Redeeming Stockholders totaling $11,233,821, representing approximately $10.84 per share. Following such payments to the Redeeming Stockholders, the Company’s Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class A common stock outstanding were 812,715.Agreement

OnIn ~~June~~connection 1,with ~~2023~~the Business Combination, the Company ~~caused~~simultaneously disclosed that it planned to beenter ~~deposited~~into ~~$30~~an equity line purchase agreement with an investor pursuant to which the Company will have the right to issue and sell to the investor,~~000~~ and the investor will commit to purchase from the Company, ~~representing~~up to $~~0.037~~10 ~~per~~million ~~public~~in ~~share,~~aggregate ~~into~~gross ~~its~~purchase ~~Trust~~price ~~Account~~of ~~for~~newly ~~its~~issued ~~public stockholders,~~fully ~~allowing~~paid shares of the Company’s common stock. The Company expects to ~~extend~~receive an advance under such agreement upon the ~~period~~closing of ~~time~~the itBusiness ~~has~~Combination, and to ~~consummate~~concurrently ~~its~~enter ~~initial~~into ~~business~~a ~~combination~~registration byrights ~~one~~agreement ~~month from~~with ~~June~~the 2investor, ~~2023~~pursuant to ~~July~~which 2,the ~~2023,~~Company aswill register the resale ~~first~~ of ~~twelve~~the ~~1-month~~shares ~~extensions~~of ~~permitted~~common ~~under~~stock ~~the~~sold ~~Company’s~~pursuant ~~governing~~to ~~documents~~such agreement.

On June 27, 2023, the Company caused to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from July 2, 2023 to August 2, 2023, as the second of twelve, 1-month extensions permitted under the Company’s governing documents.31

~~On July~~Item 7,2. ~~2023,~~Management’s ~~the~~Discussion ~~Company~~ and ~~Regentis~~Analysis ~~executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to $96 million from $95 million to account, in part, for the issuance~~ of ~~Regentis~~Financial ~~ordinary~~Condition ~~shares~~and toResults ~~Maxim pre-closing for the fee to which it would be entitled upon consummation~~ of ~~the business combination.~~Operations

~~On July~~All ~~10,~~of ~~2023,~~the defined terms above in Item 1 are incorporated herein by reference. The following discussion and analysis of the Company’s financial ~~filed~~condition ~~the~~and ~~initial~~results ~~Form~~of ~~S-4~~operations should be read in conjunction with the ~~SEC~~unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~On July~~Cautionary ~~25,~~Note ~~2023,~~Regarding ~~the~~Forward-Looking ~~Company received the Delisting Letter from Nasdaq that the Company had not regained compliance within 180 calendar days (or until July 24, 2023) in accordance with the MVLS Requirement .~~Statements

~~On July~~This ~~27,~~Quarterly ~~2023, the Company filed a Current~~ Report on Form 810-KQ ~~stating~~includes ~~that~~forward-looking statements within the ~~Company~~meaning ~~fully~~of ~~intends~~Section to27A ~~appeal~~of ~~such~~the ~~determination~~Securities byAct of 1933, ~~requesting~~as amended (the ~~Hearing~~“Securities toAct”), and Section 21E of the ~~Panel~~Securities Exchange Act of 1934, ~~pursuant~~as toamended (the ~~procedures~~“Exchange Act”). ~~set~~We ~~forth~~have inbased ~~the~~these ~~Nasdaq~~forward-looking ~~Listing~~statements ~~Rule~~on ~~5800~~our ~~Series~~current expectations and projections about future events. These forward-looking statements are subject to ~~stay~~known ~~the~~and ~~suspension~~unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of ~~the~~activity, ~~Company’s~~performance ~~securities~~or ~~and~~achievements ~~the~~to ~~filing~~be materially different from any future results, levels of ~~the~~activity, performance ~~Form~~or 25achievements expressed or implied by such forward-~~NSE~~looking ~~pending~~statements. ~~the~~In ~~Panel’s~~some ~~decision~~cases, ~~and~~you oncan identify forward-looking statements by terminology such ~~date~~as ~~the~~“may,” ~~Company~~“should,” “could,” “would,” “expect,” ~~requested~~“plan,” ~~the~~“anticipate,” ~~Hearing~~“believe,” ~~and~~“estimate,” ~~wired~~“continue,” or the ~~$20~~negative of such terms or other similar expressions. Such statements include,~~000~~ ~~fee~~but are not limited to, ~~Nasdaq~~possible ~~for~~business combinations and the ~~hearing~~financing thereof, ~~prior~~and torelated ~~4:00~~matters, pas well as all other statements other than statements of historical fact included in this Form 10-Q.m. ~~Eastern~~Our ~~Time~~securities filings can be accessed on ~~August~~the 1,EDGAR ~~2023,~~section of the SEC’s website at www.sec.gov. Except as expressly required inby ~~the~~applicable ~~Delisting~~securities ~~Letter.~~law, ~~The~~we ~~Hearing~~disclaim ~~with~~any ~~the~~intention ~~Panel~~or ~~was~~obligation ~~then~~to ~~scheduled~~update ~~for~~or ~~September~~revise 21any forward-looking statements whether as a result of new information, ~~2023~~future events or otherwise.

2632

On July 28, 2023, the Company deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, 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, as the third of twelve, 1-month extension permitted under the Company’s governing documents. On July 31, 2023, the Company filed the Current Report on Form 8-K disclosing the same.Overview

~~On August~~We 8,are ~~2023,~~a ~~the~~blank ~~Company~~check ~~filed~~company aincorporated ~~Preliminary~~in ~~Proxy~~Delaware ~~Statement~~ on ~~Schedule~~February ~~14(a)~~3, ~~with~~2021, ~~the SEC~~ for ~~stockholders to approve~~ the ~~Founder Share~~purpose ~~Amendment Proposal to amend the Existing OTEC Charter to provide for the right~~ of ~~the~~effecting ~~holders~~a ofmerger, ~~Class~~capital ~~B common~~ stock, ~~par~~exchange, ~~value~~asset ~~$0.0001 per share~~acquisition, ~~to convert such shares of Class B common~~ stock ~~into shares of Class A common stock~~purchase, ~~par~~reorganization ~~value~~or ~~$0.0001 per~~similar ~~share,~~business oncombination awith one~~-to-one~~ ~~basis~~or atmore ~~the~~businesses. ~~election~~We ofare ~~such holders, rather than upon the closing of~~ an ~~initial business combination. The~~emerging ~~Company~~growth ~~then~~company ~~filed the Proxy Statement with the SEC~~and, ~~providing~~as ~~notice of a special meeting of stockholders to be held on September 5~~such, ~~2023~~are tosubject ~~propose~~ to ~~amend~~all the ~~Existing~~risks ~~OTEC~~associated ~~Charter in accordance~~ with ~~the~~emerging ~~Founder~~growth ~~Share Amendment Proposal, in order to authorize the Company to regain compliance with the MVLS Requirement~~companies.

OnOur Original ~~August~~Sponsor was OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company. The registration statement for 31the Initial Public Offering was declared effective on May 27, ~~2023~~2021. On June 2, ~~the~~2021, ~~Company~~we ~~deposited~~consummated ~~$30~~our Initial Public Offering of 10,000,000 ~~representing~~Units, at $010.~~037~~00 per ~~public~~Unit, ~~share~~generating gross proceeds of $100 million, ~~into~~and ~~its~~incurring ~~Trust~~offering ~~Account~~costs ~~for~~(inclusive ~~its~~of the ~~public~~partial ~~stockholders~~exercise of the underwriter’s over-allotment option on June 17, 2021) of approximately $7.4 million, inclusive ~~allowing~~of ~~the~~$2.1 ~~Company~~million toof ~~extend~~underwriting discount and $3.6 million in deferred underwriting commissions. The underwriter was granted a 45-day option from the ~~period~~date of ~~time~~the itfinal ~~has~~prospectus relating to ~~consummate~~the ~~its~~Initial ~~initial~~Public ~~business~~Offering ~~combination~~to bypurchase ~~one~~up ~~month~~to ~~from~~1,500,000 ~~September~~additional 2,Over-Allotment ~~2023~~Units to ~~October~~cover 2over-allotments, ~~2023~~if any, asat $10.00 per Unit. On June 17, 2021, the ~~fourth~~underwriter ofpartially ~~twelve~~exercised their 1over-~~month~~allotment ~~extensions~~option ~~permitted~~to ~~under~~purchase an additional 326,000 Over-Allotment Units, generating an aggregate of gross proceeds of $3,260,000, and incurred $65,200 in cash underwriting fees. The underwriter waived its right to exercise the ~~Company’s~~remaining ~~governing~~over-allotment option ~~documents~~on June 21, 2021.

~~On September~~Simultaneously 5,with ~~2023,~~ the ~~Company~~closing ~~held a virtual special meeting~~ of ~~its stockholders following~~ the ~~notice~~Initial ~~provided~~Public byOffering, ~~the~~we ~~Proxy~~consummated ~~Statement to amend~~ the ~~Existing~~Private ~~OTEC~~Placement ~~Charter for the Founder Share Amendment Proposal in order to authorize the Company to regain compliance with Nasdaq . Following approval~~ of ~~the~~4,571,000 ~~Founder~~Private ~~Share~~Placement ~~Amendment Proposal by the Company’s stockholders~~Warrants, ~~the Company~~ ~~promptly adopted and filed the related amendment to the Existing OTEC Charter with the Secretary~~ of ~~State~~which ~~of the State of Delaware. Effective as of September 5~~3, ~~2023~~871,000 ~~the~~Private ~~conversion~~Placement ofWarrants ~~the~~were ~~Class~~purchased Bby ~~common~~our ~~stock~~Original toSponsor ~~Class~~and ~~A common stock~~700,000 ~~resulted~~Private inPlacement ~~the~~Warrants ~~Company’s~~were ~~market~~purchased ~~value~~by ~~of securities increasing approximately $28~~Maxim,~~706,280~~ ineach ~~addition~~exercisable to ~~the~~purchase ~~Company’s~~one ~~then-current~~share ~~market value~~ of ~~securities~~ ~~being~~Common ~~approximately~~Stock ~~$10,185,642,~~at ~~based on calculations utilizing the Company’s common stock closing price of~~ $11.1250 per share ~~on August 28~~, ~~2023~~at toa ~~total~~price ~~approximately~~of $~~38,891,922, above the required $35 million~~1.00 ~~The~~per ~~following ten consecutive~~Private ~~business~~Placement ~~days~~Warrant, ~~after~~generating ~~September~~gross 5,proceeds ~~2023,~~to ~~ended~~us ~~ahead~~ of ~~the~~$4.6 ~~Hearing~~million.

OnIn connection ~~September~~with the partial exercise of the underwriter’s over-allotment option, we sold an additional 97,800 Private Placement 12Warrants, ~~2023~~of which 74,980 ~~the~~Private ~~Company~~Placement ~~filed~~Warrants ~~Amendment~~were ~~No.~~purchased 1by toour ~~the~~Original ~~initial~~Sponsor ~~Form~~and ~~S-4~~22,820 ~~filed~~Private onPlacement ~~July~~Warrants were 10purchased by Maxim, ~~2023~~at a price of $1.00 per Private Placement Warrant, generating additional gross proceeds of $0.1 million.

~~As previously~~Upon ~~disclosed~~the inclosing aof ~~Form~~the ~~8-K~~Initial ~~filed~~Public ~~September~~Offering ~~14,~~and ~~2023,~~the onPrivate ~~September~~Placement ~~13,~~(including ~~2023,~~ the ~~Company~~additional ~~received~~Units ~~the~~and ~~Notification~~additional ~~Letter~~Private ~~from Nasdaq~~Placement ~~stating~~Warrants ~~that~~sold ~~the~~in ~~Company~~connection ~~currently~~with ~~does~~the ~~not~~partial ~~meet~~exercise of the ~~Public~~underwriter’s ~~Holder~~over-allotment ~~Requirement~~option), ~~and~~$104,292,600 ~~further~~($10.10 per ~~stated~~Unit) ~~that~~of ~~Nasdaq’s~~the ~~Panel~~net ~~would consider~~proceeds ~~this~~of ~~matter~~the insale ~~rendering~~of athe ~~determination~~Units ~~regarding~~in the ~~Company’s~~Initial ~~continued~~Public ~~listing~~Offering onand ~~Nasdaq~~the atPrivate ~~the~~Placement ~~Hearing~~were ~~already~~placed in ~~scheduled~~the Trust Account.

~~On September~~If 21we are unable to complete an initial business combination by June 2, ~~2023~~2024, ~~the~~we ~~Company~~will ~~attended~~(i) cease all operations except for the ~~Hearing~~purpose of towinding ~~discuss~~up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the ~~Delisting~~shares ~~Letter~~of ~~and~~Common Stock, ~~Notification~~at ~~Letter~~a ~~with~~per-share price, payable in cash, equal to the ~~Panel.~~aggregate Atamount then on deposit in the ~~Hearing~~Trust Account, including interest earned on the ~~Company~~funds ~~discussed~~held ~~its~~in ~~anticipated~~the ~~compliance~~Trust ~~with~~Account ~~the~~(less ~~Public~~up ~~Holder~~to ~~Requirement~~$100,000 ~~upon~~of interest to pay dissolution expenses), divided by the ~~closing~~number of then outstanding shares of Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the ~~Business~~right ~~Combination~~to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following ~~pursuant~~such redemption, subject to the ~~Merger~~approval ~~Agreement~~of ~~with~~the ~~Regentis~~remaining stockholders and the ~~Merger~~board ~~Sub.~~of ~~The~~directors, ~~results~~liquidate ofand ~~the~~dissolve, ~~Hearing~~subject in ~~are~~each ~~further~~case ~~discussed~~to ~~below~~our obligations under ~~“Subsequent~~ ~~Events”~~Delaware law to provide for claims of creditors and the requirements of other applicable law.

On ~~September~~ 27June 2, ~~2023~~2022, the Company caused to be deposited $301,~~000~~548,900 ~~representing $0.037 per public share,~~ into ~~its~~the Company’s Trust Account for its public stockholders, representing $0.15 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by ~~one~~six ~~month~~months from ~~October~~ June 2, ~~2023~~2022, to ~~November~~December 2, ~~2023,~~2022. asThe ~~the~~extension ~~fifth~~was ~~of twelve 1-month extensions~~ permitted under the Company’s governing documents.

~~Subsequent~~On ~~Events~~August 10, 2022, we, Merger Sub 1, and our Original Sponsor entered into the Captura Merger Agreement with Captura and Geranen. Pursuant to the Captura Merger Agreement, upon the closing of the business combination, we would effect the merger of Merger Sub 1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set forth as follows: Captura’s shareholders collectively would be entitled to receive from the Company, in the aggregate, a number of Company’s securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which the Captura’s net working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness (as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration otherwise payable to the Captura’s shareholders is subject to adjustment after the closing in accordance with the terms of the Captura Merger Agreement.

~~Promissory~~The ~~Note~~obligations of the parties to consummate the business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the respective parties being true and correct subject to the materiality standards contained in the Captura Merger Agreement; (b) material compliance by the parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger Agreement; (c) the approval by the Company’s stockholders of the business combination; (d) the approval by Captura’s stockholders of the business combination; (e) the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement) with respect to the Company or with respect to Captura since the effective date of the Captura Merger Agreement that is continuing and uncured; (f) the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible net assets upon the closing; (h) the entry into certain ancillary agreements as of the closing; (i) the lack of any notice or communication from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; and (j) the receipt of certain closing deliverables.

On ~~October~~ ~~24,~~October ~~2023~~13, ~~the Company or Sponsor entered into a promissory note with Investor~~2022, ~~pursuant~~parties to ~~which~~ the ~~Investor~~Captura ~~agreed~~Merger toAgreement ~~provide a~~mutually ~~$250,000~~terminated ~~loan~~it pursuant to ~~the~~Section ~~Company or Sponsor~~8.1(a) ~~In consideration~~ of the ~~Initial~~Captura ~~Capital Contribution, the Company or Sponsor will,~~Merger ~~upon the closing of the initial business combination~~Agreement, ~~assign~~effective ~~and~~immediately. ~~transfer,~~Neither orparty ~~cause~~was ~~the~~required ~~assignment and transfer,~~ to ~~Investor~~pay ~~Subscription Shares~~the atother a ~~rate~~termination offee ~~one~~as ~~Class~~a Aresult ~~common stock for each $1.00~~ of ~~Initial Capital Contribution, or~~ the ~~Investor~~mutual ~~may elect to receive~~decision ~~payments in cash. The Subscription Shares, if issued, shall be subject~~ to noterminate ~~transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by~~ the ~~Company, upon~~Captura ~~the~~Merger ~~closing of the initial business combination~~Agreement. ~~The Company or Sponsor will pay to the Investor all repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.~~

~~Nasdaq~~On ~~Compliance~~November 15, 2022, we, Merger Sub 1, and our Original Sponsor entered into the Majic Merger Agreement with a second target, Majic, and Merger Sub 2. Pursuant to the Majic Merger Agreement, subject to the terms and conditions set forth therein, upon the closing of the business combination, we would effect the merger of Merger Sub 1 with and into Majic, with Majic continuing as the surviving entity and a wholly-owned subsidiary of the Company as the first merger, and 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 of the Second Merger. As a result of such mergers, all of the issued and outstanding capital stock of Majic would be exchanged for shares of Class A common stock of the Company upon the terms set forth as follows: Majic’s shareholders collectively would be entitled to receive from the Company, in the aggregate, (a) twenty million (20,000,000) shares of Company Class A common stock as the closing merger consideration, subject to certain adjustments in the event that, during the period after signing before the Closing, Majic issued equity or other securities for interim financing purposes; and (b) subject to certain adjustments, terms and conditions set forth in the Majic Merger Agreement, for Majic’s stockholders other than the holders of such interim financing shares, up to twenty million (20,000,000) shares of the Company Class A common stock as stockholder earnout merger consideration. In addition, subject to certain adjustments, terms and conditions set forth in the Majic Merger Agreement, (1) after closing, certain management members of Majic would be entitled to receive from the Company sixteen million (16,000,000) shares of the Company Class A common stock, subject to the addition of bonus shares if the financial metrics of the post-merger company exceed such financial target by 20%; and (2) after closing, the Original Sponsor would be entitled to four million (4,000,000) shares of the Company Class A common stock. Such earnout consideration was subject to certain proration and catch-up earnout provisions.

~~After~~The obligations of the parties to consummate the business combination was subject to the satisfaction or waiver of certain customary ~~Hearing~~closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the respective parties being true and correct subject to the materiality standards contained in the Majic Merger Agreement; (b) material compliance by the parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Merger Agreement; (c) the approval by the Company’s stockholders of the business combination; (d) the approval by Majic’s stockholders of the business combination; (e) the absence of any Material Adverse Effect (as defined in the Majic Merger Agreement) with respect to the Company or with respect to Majic since the effective date of the Majic Merger Agreement that is continuing and uncured; (f) the election of the members of the post-closing board consistent with the provisions of the Majic Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible net assets upon the Closing; (h) the entry into certain ancillary agreements as of the closing; (i) the lack of any notice or communication from, or position of, the SEC requiring the Company ~~provided~~to aamend ~~chart~~or supplement the prospectus and proxy statement; (j) the shares of Company Class A common stock issued as merger consideration being approved for listing ~~each~~on Nasdaq; the receipt of certain closing deliverables; (k) evidence that Majic has terminated, extinguished and cancelled in fully any outstanding Majic’s convertible securities or commitments; and (l) the ~~initial~~Company ~~listing~~having ~~requirements~~cash and ~~noted~~cash ~~how~~equivalents, itafter ~~planned~~giving effect to any stockholder redemptions, ~~meet~~proceeds ~~each~~from ~~requirement~~any PIPE investment, asand ~~requested~~net byof ~~Nasdaq~~the Company’s expenses, of at ~~the~~least ~~Hearing~~$50,000,000.

~~On October 9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception until January 2, 2024, subject to the following:~~34

(On February 3, 2023, the parties to the Majic Merger Agreement mutually terminated it pursuant to Section 8.1(a) of the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Majic Merger Agreement. On orNovember ~~before~~29, ~~October~~2022, 20we held a special meeting of stockholders of the Company. At such special meeting, the Company’s stockholders approved an amendment to the charter to extend the date by which the Company must consummate its initial business combination from December 2, 2022 to June 2, 2023, ~~OTEC~~subject ~~shall~~to ~~demonstrate~~the ~~compliance~~approval of the Board of Directors of the Company, provided our Original Sponsor or its designees deposit into the Trust Account an amount equal to $0.067 per share for each public share or $125,000, prior to the commencement of each extension period. In connection with ~~MVLS~~the ~~Requirement~~extension stockholders holding 8,477,497 ~~and~~shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $87,541,322 (approximately $10.32 per share) was removed from the Trust Account to pay such holders, leaving $19,088,228 post redemption.

~~(2)~~ On December 1, 2022, the Company caused to be deposited $125,000 into or ~~before~~Trust ~~January~~Account 2for its public stockholders, ~~2024~~representing $0.067 per public share, ~~OTEC~~allowing ~~shall~~the ~~complete~~Company to extend the ~~Business~~period ~~Combination,~~of ~~and~~time ~~establish~~it ~~compliance~~has ~~with~~to ~~Listing~~consummate ~~Rule~~its ~~5505~~initial business combination by one month from December 2, 2022 to January 2, 2023.

On ~~October~~ 10December 30, ~~2023~~2022, the Company ~~further~~caused ~~demonstrated~~to ~~compliance~~be ~~with~~deposited $125,000 into our Trust Account for its public stockholders, representing $0.067 per public share, allowing the ~~MVLS~~Company ~~Requirement~~to extend the period of time it has to consummate its initial business combination by one month from January 2, 2023, to February 2, 2023.

27On February 2, 2023, the Company caused to be deposited $125,000 into its 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 February 2, 2023, to March 2, 2023.

On ~~October~~ 12March 2, 2023, the Company ~~received~~caused ato ~~letter~~be ~~from~~deposited ~~Nasdaq~~$125,000 ~~stating~~into ~~that~~its ~~the~~Trust ~~Company~~Account ~~regained~~for ~~compliance~~its ~~under~~public ~~the~~stockholders, ~~MVLS~~representing ~~Requirement~~$0. As067 ~~such~~per public share, ~~this~~allowing ~~deficiency~~the Company to extend the period of time it has ~~been~~to ~~cured~~consummate ~~and~~its ~~the~~initial ~~Company~~business iscombination inby ~~compliance~~one month ~~with~~from ~~Nasdaq’s~~March ~~MVLS~~2, ~~Requirement~~2023, to April 2, 2023.

~~The Company~~On ~~anticipates~~March ~~completing~~13, 2023, the ~~Business~~Company’s ~~Combination~~sponsor ~~pursuant~~changed tofrom the ~~Merger~~Original ~~Agreement~~Sponsor ~~with~~to ~~Regentis~~Sponsor ~~and~~when ~~Merger~~Aspire ~~Sub~~agreed byto ~~the~~acquire ~~end~~all of ~~2023,~~ ~~and~~the ~~upon such completion~~2,581,500 ~~expects~~shares toof ~~establish~~Class ~~compliance~~B ~~with~~common ~~the~~stock ~~Public Holder Requirement. The Company does not anticipate that its business operations will be affected~~ and ~~fully~~5,869,880 ~~intends~~Private toPlacement ~~regain~~Warrants ~~compliance~~from ~~with~~ the ~~Public~~Original ~~Holder~~Sponsor ~~Requirement.~~upon ~~The~~the ~~Company~~closing ~~will~~of ~~monitor~~an ~~its~~initial ~~Nasdaq~~business ~~listing and evaluate its available options to regain compliance with Nasdaq~~combination.

~~Extension~~On ~~Payment~~March 31, 2023, the Company caused to be deposited $125,000 into its 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 April 2, 2023, to May 2, 2023.

On ~~October~~ 27May 2, 2023, the Company, ~~deposited~~Merger ~~$30~~Sub,~~000,~~ ~~representing~~and ~~$0.037~~Regentis ~~per~~entered ~~public~~into ~~share,~~the ~~into~~Merger ~~its~~Agreement, ~~Trust~~pursuant ~~Account~~to ~~for~~which, ~~its~~among ~~public~~other ~~stockholders~~things, Merger ~~allowing~~Sub ~~the~~will ~~Company~~merge towith ~~extend~~and ~~the~~into ~~period~~Regentis, ofwith ~~time~~Regentis itcontinuing ~~has~~as tothe ~~consummate~~surviving ~~its~~entity ~~initial~~after ~~business~~the ~~combination~~Merger, byas ~~one~~a ~~month~~result ~~from~~of ~~November~~which 2,Regentis ~~2023~~will tobecome ~~December~~a 2direct, ~~2023,~~wholly-owned assubsidiary ~~the sixth~~ of ~~twelve 1-month extensions permitted under~~ the Company~~’s governing documents~~.

~~Amendment No. 2 to Form S-4~~35

On May ~~November 3~~2, 2023, the Company ~~filed~~caused ~~Amendment~~to Nobe deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per 2public share, allowing the Company to extend the period of time it has to consummate its initial ~~Form~~business ~~S-4~~combination ~~filed~~by onone month ~~July~~from 10May 2, 2023, to June 2, 2023.

~~Results~~On May 18, 2023, the Company and Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor of ~~Operations~~the Sponsor, pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extensions, up to an aggregate of $360,000. (See below regarding the current extensions exercised.)

~~Our entire~~On ~~activity~~May ~~since~~30, ~~inception~~2023, ~~was~~the Company held a virtual special meeting of its stockholders, pursuant to due notice in ~~preparation~~that ~~for~~certain ~~our~~Proxy ~~Initial~~Statement on ~~Public~~Schedule ~~Offering~~14(a) filed May 10, ~~and~~2023 ~~since~~(as ~~our~~amended, ~~Initial~~the ~~Public~~“Extension ~~Offering~~Proxy”). At the special meeting, ~~our~~the ~~activity~~Company stockholders approved the Extension Amendment Proposal, and the Company promptly filed the amended charter following the stockholders’ approval of the Extension Amendment Proposal. Pursuant to the amended charter, the Company has ~~been~~the ~~limited~~right to extend beyond the Original ~~search~~Termination ~~for~~Date by up to 12, 1-month extensions through the Outside Date of June 2, 2024, the Outside Date, the date by which the Company must (i) consummate a ~~prospective~~merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless the closing of the Company’s initial business combination shall have occurred, redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public Offering. WeIn ~~will~~connection ~~not~~with ~~generate~~each ~~any~~Extension, ~~operating~~the ~~revenues~~Company ~~until~~or the Sponsor (or its affiliates or permitted designees) is required to deposit into the ~~closing~~Trust Account the Extension Payments, and ~~completion~~the ofSponsor made a non-interest bearing, unsecured loan to the ~~Business~~Company in ~~Combination~~the aggregate of $360,000 atfor payment of the ~~earliest~~Extension Payments.

~~For~~Additionally, at such special meeting, the ~~three~~ ~~months~~stockholders ~~ended~~of ~~September~~the ~~30,~~Company ~~2023,~~approved wethe ~~had~~Trust ~~net~~Amendment ~~loss~~Proposal. Upon approval of ~~$403,562,~~the ~~largely~~Extension Amendment ~~driven~~Proposal byand the ~~formation~~Trust ~~and~~Amendment ~~operating~~Proposal ~~costs~~by ofthe ~~$616~~Company’s stockholders,~~315, provision~~ ~~for~~the ~~income~~Company ~~taxes~~and the Trustee of ~~$43,011~~the ~~and~~Trust Account ~~interest~~promptly ~~expense~~entered ofinto ~~$26,253,~~an ~~offset~~amendment byto ~~interest~~the ~~income~~trust ofagreement ~~$116,580~~to ~~and~~extend ~~change~~the intermination ~~fair value~~date offor ~~warrant~~an ~~liabilities~~additional oftwelve ~~$165~~months,~~437~~ until June 2, 2024.

~~For~~In connection with the voting on the Extension ~~three~~Amendment ~~months~~Proposal ~~ended~~and ~~September~~the ~~30,~~Trust ~~2022~~Amendment Proposal at the special meeting, weRedeeming ~~had~~Stockholders ~~net~~exercised ~~income~~the ofright $4to redeem their shares. On June 2,~~088~~ 2023, ~~largely~~the ~~driven~~Company bymade ~~change~~cash inpayments ~~fair~~to ~~value~~the ofRedeeming ~~warrant~~Stockholders ~~liability~~totalling $11,233,821, representing ofapproximately $~~308~~10.84 per share. Following such payments to the Redeeming Stockholders,~~445~~ ~~and~~the ~~interest~~Company’s ~~income~~Trust Account had a balance of approximately $~~354~~8,~~619~~814,443. ~~offset~~The byCompany’s ~~$658,976~~remaining inshares ~~formation~~of ~~and~~Class ~~operating~~A ~~costs~~common stock outstanding were 812,715.

~~For the~~On ~~nine~~June ~~months ended September 30~~1, 2023, weas ~~had~~Sponsor’s ~~net~~designee ~~loss~~and ofas ~~$1,993,333,~~funded ~~largely driven~~ by Sponsor, the ~~formation~~Company ~~and~~caused ~~operating~~to ~~costs~~be ofdeposited $230,~~089,023, finance~~000 ~~costs~~into ~~related~~its toTrust Account ~~transfer~~for ofits ~~Original~~public ~~Sponsor~~stockholders, ~~shares~~representing to$0.037 ~~Aspire~~per ofpublic ~~$464~~share,~~670,~~ ~~provision~~allowing ~~for~~the ~~income~~Company ~~taxes~~to extend the period of ~~$81,823~~time ~~and~~it ~~interest~~has ~~expense~~to ofconsummate ~~$39,857,~~its ~~offset~~initial business combination by ~~interest~~one ~~income~~month offrom ~~$516~~June 2,~~603~~ ~~and~~2023 ~~change~~to inJuly ~~fair~~2, ~~value~~2023 of(or ~~warrant~~such ~~liability~~earlier date as determined by OTEC’s board of ~~$165,437~~directors unless extended).

~~For~~On June 27, 2023, as Sponsor’s designee and as funded by Sponsor, the ~~nine~~ ~~months~~Company ~~ended~~caused ~~September~~to be deposited $30,000 ~~2022,~~into weits ~~had~~Trust Account ~~net~~for ~~income~~its ofpublic stockholders, representing $10.037 per public share,~~219,437,~~ ~~largely~~allowing ~~driven~~the byCompany ~~change~~to inextend ~~fair~~the ~~value~~period of ~~warrant~~time ~~liability~~it ofhas ~~$5,798,246~~to ~~and~~consummate ~~interest~~its ~~income~~initial ofbusiness ~~$433,795~~combination ~~offset~~ by ~~$1,412,604~~one inmonth ~~formation~~from ~~and~~July ~~operating~~2, ~~costs~~2023 ~~and~~to $3August 2,~~600,000~~ of2023 ~~Extension~~(or such earlier date as determined ~~Offering~~by ~~costs~~OTEC’s ~~allocated~~board toof ~~warrants~~directors unless extended).

~~Liquidity~~On July 7, 2023, the Company and ~~Going~~Regentis ~~Concern~~executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to $96 million from $95 million to account, in part, for the issuance of Regentis ordinary shares to Maxim pre-closing for the fee to which it would be entitled upon consummation of the business combination.

On ~~September~~ 30July 10, 2023, wethe ~~had~~Company ~~cash~~filed ofthe ~~$74,916~~initial ~~and~~Form aS-4 ~~working~~with ~~capital~~the ~~deficit of $4,873,521~~SEC.

~~Our liquidity~~On ~~needs~~July ~~up to September 30~~25, 2023, ~~were~~the ~~satisfied~~Company ~~through~~received the ~~proceeds~~Delisting ofLetter ~~$25,000~~ from ~~the~~Nasdaq ~~sale~~that of the ~~Founder~~Company ~~Shares~~had ~~(see~~not ~~Note~~regained ~~5), loans~~compliance ~~from~~within ~~related~~180 ~~party~~calendar days ~~and~~(or ~~outside~~until ~~investors~~July ~~totaling $1~~24,~~375,996~~ ~~and $323,039 as of September 30,~~ 2023) ~~and~~in ~~December~~accordance ~~31,~~with ~~2022, respectively, and from~~ the ~~net~~MVLS ~~proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account Trust Account~~Requirement.

As of September 30, 2023, we had cash in the Trust Account of $9,167,017. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete the Business Combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete the Business Combination.36

~~Until the~~On ~~consummation~~July of27, ~~the Business Combination~~2023, ~~we will be using~~ the ~~funds~~Company ~~not~~filed ~~held~~a inCurrent ~~the~~Report ~~Trust~~on ~~Account~~Form ~~for~~8-K ~~identifying~~stating ~~and~~that ~~evaluating prospective~~the ~~acquisition~~Company ~~candidates,~~fully ~~performing~~intends ~~due~~to ~~diligence~~appeal onsuch ~~prospective~~determination by ~~target~~requesting ~~businesses,~~the ~~paying~~Hearing ~~for~~to ~~travel~~the ~~expenditures~~Panel, ~~selecting~~ ~~the~~pursuant ~~target business~~ to ~~acquire,~~the ~~and~~procedures ~~structuring,~~set ~~negotiating~~forth ~~and~~in ~~consummating~~ the ~~Business~~Nasdaq ~~Combination.~~Listing WeRule ~~will~~5800 ~~need~~ Series to ~~raise~~stay ~~additional~~the suspension ~~capital~~of ~~through~~the ~~loans~~Company’s orsecurities ~~additional~~and ~~investments~~the ~~from~~filing ~~Sponsor,~~of ~~stockholders,~~the ~~officers,~~Form ~~directors,~~25-NSE orpending ~~third parties.~~the ~~Our~~Panel’s ~~Sponsor~~decision, ~~officers~~ and ~~directors~~on ~~may,~~such date ~~but~~the ~~are~~Company ~~not~~requested ~~obligated~~the toHearing, ~~loan~~and ~~our~~wired ~~funds~~the ~~from time to time or at any time~~$20,000 ~~in whatever~~fee ~~amount they deem reasonable in their sole discretion,~~ to ~~meet~~Nasdaq ~~our~~for ~~working~~the ~~capital needs. Accordingly~~hearing, weprior ~~may not be able~~ to ~~obtain~~4:00 ~~additional financing~~p.m. IfEastern weTime ~~are unable to raise additional capital, it may be required to take additional measures to~~on ~~conserve~~August ~~liquidity~~1, ~~which could include~~2023, ~~but~~as ~~not~~required ~~necessarily~~in bethe ~~limited~~Delisting ~~to,~~Letter. ~~curtailing~~The ~~operations,~~Hearing ~~suspending~~with the ~~pursuit~~Panel ofwas ~~a potential~~then ~~transaction,~~scheduled ~~and~~for ~~reducing~~September ~~overhead~~21, ~~expenses~~2023.

~~In connection~~On ~~with~~July ~~the Company’s assessment of going concern considerations in accordance with the FASB ASC Topic 205-40~~28, ~~Presentation of Financial Statements—Going Concern~~2023, ~~the~~as ~~Company~~Sponsor’s ~~has~~designee ~~until~~and ~~June~~as 2,funded ~~2024~~by ~~(with extensions)~~Sponsor, ~~to consummate an initial business combination. It is uncertain that~~ the Company ~~will~~caused ~~be able~~ to ~~consummate~~be andeposited ~~initial~~$30,000 ~~business~~into ~~combination~~its ~~by this time. If an initial~~Trust ~~business~~Account, ~~combination~~for isits ~~not~~public ~~consummated by this date~~stockholders, ~~there~~representing ~~will~~$0.037 beper apublic ~~mandatory~~share, ~~liquidation~~allowing ~~and subsequent dissolution of~~ the ~~Company.~~ ~~Additionally, the~~ Company ~~may not have sufficient liquidity~~ to ~~fund~~extend the ~~working~~period ~~capital needs~~ of ~~the Company through~~time ~~one~~it ~~year from the issuance of these consolidated financial statements. Management~~ has ~~determined~~to ~~that~~consummate ~~the~~its ~~liquidity condition and mandatory liquidation, should an~~ initial business combination ~~not~~by ~~occur,~~one ~~and~~month ~~potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months~~ from ~~the~~August ~~issuance~~2, of2023 ~~these financial statements. No adjustments have been made~~ to ~~the~~September ~~carrying~~2, ~~amounts~~2023 ~~of assets~~ (or ~~liabilities~~such ~~should~~earlier ~~the Company be required to liquidate~~date ~~after~~as ~~June~~determined 2,by ~~2024. The Company~~OTEC’s ~~sponsor,~~board ~~officers~~of ~~and~~ directors ~~may,~~unless ~~but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs~~extended).

~~Off~~On August 8, 2023, the Company filed a Preliminary Proxy Statement on Schedule 14(a) with the SEC for stockholders to approve the Founder Share Amendment Proposal to amend the Existing OTEC Charter to provide for the right of the holders of Class B common stock, par value $0.0001 per share, to convert such shares of Class B common stock into shares of Class A common stock, par value $0.0001 per share, on a one-~~Balance~~to-one basis at the election of such holders, rather than upon the closing of an initial business ~~Sheet~~combination. ~~Financing~~The ~~Arrangements~~Company then filed the Proxy Statement with the SEC, providing notice of a special meeting of stockholders to be held on September 5, 2023 to propose to amend the Existing OTEC Charter in accordance with the Founder Share Amendment Proposal, in order to authorize the Company to regain compliance with the MVLS Requirement.

~~We have~~On noAugust ~~obligations~~30, ~~assets or liabilities~~2023, ~~which~~as ~~would~~Sponsor’s bedesignee ~~considered~~and ~~off-balance sheet arrangements~~ as offunded ~~September~~by 30Sponsor, ~~2023.~~the WeCompany ~~do not~~caused ~~participate~~to inbe ~~transactions~~deposited ~~that~~$30,000 ~~create~~into ~~relationships~~its ~~with~~Trust Account, ~~unconsolidated~~for ~~entities~~its orpublic ~~financial partnerships~~stockholders, ~~often~~representing ~~referred to~~$0.037 asper ~~variable~~public ~~interest entities~~share, ~~which~~allowing ~~would~~the ~~have~~Company ~~been~~to ~~established~~extend ~~for~~ the ~~purpose~~period of ~~facilitating~~time it ~~off-balance~~has ~~sheet~~to ~~arrangements. We~~consummate ~~have~~its ~~not~~initial ~~entered~~business ~~into~~combination ~~any~~by ~~off-balance~~one ~~sheet~~month ~~financing~~from ~~arrangements~~September 2, ~~established~~2023 ~~any~~to ~~special~~October ~~purpose entities~~2, ~~guaranteed~~2023 ~~any debt~~ (or ~~commitments~~such ofearlier date ~~other~~as ~~entities,~~determined orby ~~purchased~~OTEC’s ~~any~~board ~~non-financial~~of ~~assets~~directors unless extended).

On September 5, 2023, the Company held a virtual special meeting of its stockholders following the notice provided by the Proxy Statement to amend the Existing OTEC Charter for the Founder Share Amendment Proposal in order to authorize the Company to regain compliance with Nasdaq. Following approval of the Founder Share Amendment Proposal by the Company’s stockholders, the Company promptly adopted and filed the related amendment to the Existing OTEC Charter with the Secretary of State of the State of Delaware. Effective as of September 5, 2023, the conversion of the Class B common stock to Class A common stock, resulted in the Company’s market value of securities increasing approximately $28,706,280 in addition to the Company’s then-current market value of securities being approximately $10,185,642, based on calculations utilizing the Company’s common stock closing price of $11.12 per share on August 28, 2023 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.

~~Contractual~~On ~~Obligations~~September 12, 2023, the Company filed Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.

~~Registration~~As ~~Rights~~previously disclosed in a Form 8-K filed September 14, 2023, on September 13, 2023, the Company received the Notification Letter from Nasdaq stating that the Company currently does not meet the Public Holder Requirement and further stated that Nasdaq’s Panel would consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq at the Hearing already scheduled.

~~The holders~~On ofSeptember ~~Founder~~21, ~~Shares~~2023, ~~Private~~the ~~Placement~~Company ~~Warrants~~attended ~~and~~the ~~Warrants~~Hearing ~~that~~to ~~may~~discuss bethe ~~issued~~Delisting ~~upon~~Letter ~~conversion~~and ofNotification ~~Working~~Letter ~~Capital~~with ~~Loans,~~the ifPanel. ~~any~~At ~~(and~~the ~~any~~Hearing, ~~shares~~the ofCompany ~~Common~~discussed ~~Stock~~its ~~issuable~~anticipated ~~upon~~compliance ~~the~~with ~~exercise of~~ the ~~Private~~Public ~~Placement~~Holder ~~Warrants~~Requirement ~~and~~upon ~~warrants~~the ~~that~~closing ~~may~~of bethe ~~issued upon~~Business ~~conversion~~Combination ofpursuant ~~Working~~to ~~Capital~~the ~~Loans~~Merger ~~and~~Agreement ~~upon~~with ~~conversion~~Regentis ofand the ~~Founder~~Merger ~~Shares),~~Sub. ~~are~~After ~~entitled~~the toHearing ~~certain~~with ~~registration~~Nasdaq, ~~rights~~the ~~pursuant to~~Company provided a ~~registration~~chart ~~rights~~listing ~~agreement.~~each ~~These~~of ~~holders~~the ~~will~~initial belisting ~~entitled~~requirements ~~to certain demand~~ and ~~“piggyback”~~noted ~~registration rights.~~how Weit ~~will~~planned ~~bear~~to ~~the~~meet ~~expenses~~each ~~incurred~~requirement, inas ~~connection~~requested ~~with~~by Nasdaq at the ~~filing of any such registration statements~~Hearing.

~~Underwriting~~On ~~Agreement~~September 27, 2023, as Sponsor’s designee and ~~Amendment~~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 October 2, 2023 to November 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended).

The underwriter was entitled to an underwriting discount of $0.20 per Unit, or $2,065,200 in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), paid at the closing of the Initial Public Offering. $3,614,100 in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the Underwriting Agreement.37

On ~~December~~ 15October 9, ~~2021~~2023, ~~in order to resolve certain issues and concerns that have arisen between Maxim and~~ the Company, ~~both~~received ~~parties~~a ~~have~~letter ~~agreed to~~from ~~amend~~Nasdaq ~~the~~stating ~~Underwriting Agreement as follows: (i) The Company and Maxim mutually agreed~~ that the ~~rights~~Panel ofgranted ~~first~~OTEC’s ~~refusal~~request ~~be deleted~~for ~~and as if no further force and effect, and that Maxim shall have no right of first refusal to act as~~ an ~~underwriter in~~exception ~~any~~until ~~future~~January ~~financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates a business combination, the Company shall remit to Maxim a one-time cash payment of $~~2,~~000,000~~ ~~at the closing of such business combination as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been limited to 326~~2024,~~000~~ ~~Units~~subject and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim agreed that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of Maxim. For the sake of clarity, all right and obligations relating to ~~underwriting fees (including but not limited to deferred underwriting commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities in~~ the ~~accompanying~~ ~~unaudited condensed consolidated balance sheets on September 30, 2023 and December 31, 2022.~~following:

~~Critical Accounting~~(1) ~~Policies~~On or before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and

~~The~~(2) ~~preparation of~~On ~~the~~or ~~financial~~before ~~statements~~January in2, ~~conformity~~2024, ~~with~~OTEC USshall ~~GAAP~~complete ~~requires management to make estimates and assumptions that affect~~ the ~~reported amounts~~Business ofCombination, ~~assets~~ and ~~liabilities~~establish ~~and~~compliance ~~disclosure~~with ofListing ~~contingent~~Rule ~~assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period~~5505. ~~Actual results could differ from those estimates. We have identified the following as our critical accounting policies:~~

~~Offering~~On ~~Costs~~October 10, 2023, the Company further demonstrated compliance with the MVLS Requirement.

~~Offering~~On ~~costs~~October ~~consisted of legal~~12, ~~accounting~~2023, ~~underwriting and other costs incurred that were directly related to~~ the ~~Initial~~Company ~~Public~~received ~~Offering. Offering~~a ~~costs~~letter ~~are~~from ~~allocated~~Nasdaq tostating ~~the~~that ~~separable financial instruments issued in~~ the ~~Initial~~Company ~~Public~~regained ~~Offering~~compliance ~~based~~under ~~on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in~~ the ~~unaudited~~MVLS ~~condensed consolidated statements of operations~~Requirement. ~~Offering costs associated~~ ~~with~~As ~~the~~such, ~~issuance~~this ofdeficiency ~~Class~~has Abeen ~~common~~cured ~~stock~~and ~~subject to possible redemption were charged to temporary equity upon~~ the ~~completion of the Initial Public Offering. The~~ Company ~~classifies deferred underwriting commissions as non-current liabilities as their liquidation~~ is ~~not~~in ~~reasonably~~compliance ~~expected~~with toNasdaq’s ~~require~~MVLS ~~the use of current assets or require the creation of current liabilities~~Requirement.

~~In connection~~On ~~with~~October ~~the~~27, ~~Extension~~2023, ~~payment~~as onSponsor’s ~~June~~designee 2,and ~~2022,~~as ~~the~~funded ~~Original~~by Sponsor ~~transferred 1~~,~~200,000~~ ofthe ~~previously~~Company ~~issued~~caused ~~Class~~to Bbe ~~common~~deposited ~~stock from~~$30,000 ~~the~~into ~~Founder~~its ~~Shares~~Trust Account tofor ~~the~~its ~~investors~~public ~~who~~stockholders, ~~participated~~representing ~~in the offering~~$0.037 ~~The~~per ~~fair~~public ~~value~~share, ofallowing the ~~Founder~~Company ~~Shares was determined~~ to beextend anthe ~~offering~~period ~~cost~~of intime ~~accordance~~it has ~~with~~to ~~Staff~~consummate ~~Accounting~~its ~~Bulletin~~initial ~~Topic~~business 5Acombination ~~and~~by ~~5T.~~one ~~Accordingly,~~month ~~the~~from ~~offering~~November ~~cost~~2, ~~was~~2023 ~~be allocated~~ to ~~the~~December ~~only financial instruments issued~~2, ~~which~~2023 ~~were~~(or ~~private~~such ~~placement~~earlier ~~warrants. Offering costs allocated to derivative warrant~~date ~~liabilities are expensed~~ as ~~incurred~~determined inby ~~the~~OTEC’s ~~statement~~board of ~~operations~~directors unless extended).

~~Net (Loss)~~On ~~Income~~November ~~Per~~3, ~~Common~~2023, ~~Stock~~the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023.

~~The Company~~On ~~complies~~November ~~with~~27, ~~accounting~~2023, ~~and~~as ~~disclosure~~Sponsor’s ~~requirements~~designee ofand ~~FASB~~as ~~ASC~~funded ~~Topic~~by ~~260~~Sponsor, ~~“Earnings~~the ~~Per~~Company ~~Share.”~~caused ~~The~~to ~~Company~~be ~~has two~~deposited ~~classes~~$30,000 ofinto ~~shares,~~its ~~which~~Trust Account ~~are~~for ~~referred~~its topublic asstockholders, ~~Class~~representing A$0.037 ~~common~~per ~~stock~~public ~~and~~share, ~~Class~~allowing Bthe ~~common~~Company ~~stock.~~to ~~Income~~extend ~~and~~the ~~losses~~period ~~are~~of ~~shared~~time ~~pro~~it ~~rata~~has ~~between~~to ~~the~~consummate ~~two~~its ~~classes~~initial ofbusiness ~~shares.~~combination ~~Net~~by ~~(loss)~~one ~~income~~month ~~per~~from ~~common~~December ~~stock~~2, is2023 ~~calculated~~to byJanuary ~~dividing~~2, ~~the~~2024 ~~net~~ (~~loss)~~or ~~income~~such byearlier date ~~the~~as ~~weighted~~determined ~~average~~by ~~shares~~OTEC’s board of ~~common~~directors ~~stock~~unless ~~outstanding for the respective period~~extended).

~~The calculation~~On ofDecember ~~diluted~~27, ~~net~~2023, ~~(loss)~~as ~~income~~Sponsor’s ~~does~~designee ~~not~~and ~~consider~~as ~~the~~funded ~~effect~~by ofSponsor, the ~~warrants~~Company ~~underlying~~caused ~~the~~to ~~Units~~be ~~sold~~deposited in$30,000 ~~the~~into ~~Initial~~its ~~Public Offering~~Trust ~~and~~Account ~~the~~for ~~Private~~its ~~Placement~~public ~~Warrants~~stockholders, torepresenting ~~purchase~~$0.037 anper ~~aggregate~~public ~~of 16~~share,~~543,700~~ ~~shares~~allowing ~~for~~ the ~~three~~Company ~~and nine months ended September 30, 2023 and 2022 of Class A common stock subject~~ to ~~possible~~extend ~~redemption in~~ the ~~calculation~~period of ~~diluted~~time ~~(loss) income per share,~~it ~~because~~has ~~they~~to ~~are~~consummate ~~contingent~~its oninitial ~~future~~business ~~events~~combination ~~and~~by ~~their~~one ~~inclusion~~month ~~would~~from beJanuary ~~anti-dilutive~~2, ~~under~~2024 ~~the~~to ~~treasury~~February ~~stock method. As a result~~2, ~~diluted~~2024 ~~net~~ (~~loss)~~or ~~income~~such ~~per~~earlier ~~share is the same~~ date as ~~basic~~determined ~~net~~by ~~(loss)~~OTEC’s ~~income~~board ~~per~~of ~~share~~directors ~~for~~unless ~~the three and nine months ended September 30, 2023 and 2022~~extended). ~~Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.‌~~

29On January 5, 2024, the Company received a notice from Nasdaq stating that because the Company had not held an annual meeting, it was no longer in compliance with the continued listing requirements of Nasdaq. The Company responded that it was unable to hold the annual meeting in accordance with the annual meeting requirement as the Company originally intended to close the Business Combination prior to the end of 2023. 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 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. Additionally, the Company would 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 were not scheduled at that time to be available until after the completion of the Business Combination. The Company provided stockholders with the Form 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. Though the Company was not able to hold the annual meeting, the Company held special meetings in 2023 and 2024. Additionally, upon Closing of the Business Combination, the surviving entity as 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.

~~JOBS Act~~38

~~The JOBS~~On ~~Act~~January ~~contains provisions that~~22, ~~among other things~~2024, ~~relax~~the ~~certain~~Company ~~reporting~~received ~~requirements~~a ~~for~~notice ~~qualifying~~from ~~public~~Nasdaq, ~~companies.~~providing Wethat ~~qualify as~~because anthe ~~“emerging~~Company ~~growth~~had ~~company”~~not ~~and~~yet ~~under~~closed the ~~JOBS~~Business Combination, ~~Act~~trading ~~are~~in ~~allowed~~the toCompany’s ~~comply~~shares ~~with~~would ~~new~~be orsuspended ~~revised~~at ~~accounting pronouncements based on~~ the ~~effective~~open ~~date~~of ~~for~~business ~~private~~on ~~(not~~January ~~publicly~~24, ~~traded) companies~~2024. WeOn ~~are electing to delay the adoption of new or revised~~January ~~accounting standards~~23, ~~and as a result~~2024, wethe ~~may~~Company ~~not~~submitted ~~comply~~its ~~with~~payment ~~new~~and orrequest ~~revised~~for ~~accounting~~an ~~standards~~appeal ~~on the relevant dates on which adoption~~ of such ~~standards~~decision isand ~~required~~the ~~for~~review ~~non-emerging~~by ~~growth companies. As a result,~~ the ~~condensed~~Nasdaq ~~consolidated~~Listing ~~financial statements~~and ~~may~~Hearing ~~not~~Review beCouncil ~~comparable to companies that comply with new or revised accounting pronouncements as~~ of ~~public~~such ~~company effective dates~~decision.

~~Additionally,~~On weJanuary ~~are~~30, in2024, ~~the~~as ~~process~~Sponsor’s ofdesignee ~~evaluating~~and ~~the~~as ~~benefits~~funded ~~of relying on the other reduced reporting requirements provided~~ by ~~the~~Sponsor, ~~JOBS Act. Subject to certain conditions set forth in~~ the ~~JOBS~~Company ~~Act,~~caused ~~if, as an “emerging growth company,” we choose~~ to ~~rely on such exemptions we may not~~ be ~~required~~deposited to$30,000 ~~among~~into ~~other~~its ~~things, (i) provide an auditor’s attestation report on our system~~Trust ofAccount ~~internal~~for ~~controls~~its ~~over~~public ~~financial~~stockholders, ~~reporting~~representing ~~pursuant~~$0.037 toper ~~Section~~public ~~404~~share, ~~(ii)~~allowing ~~provide all of~~ the ~~compensation~~Company ~~disclosure~~to ~~that~~extend ~~may be~~the ~~required~~period of ~~non-emerging~~time ~~growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)~~it ~~comply~~has ~~with~~to ~~any~~consummate ~~requirement~~its ~~that~~initial ~~may~~business becombination ~~adopted~~ by ~~the~~one ~~PCAOB~~month ~~regarding~~from ~~mandatory~~February ~~audit~~2, ~~firm~~2024 ~~rotation or a supplement~~ to ~~the~~March ~~auditor’s report~~2, ~~providing~~2024 ~~additional information about the audit and the condensed consolidated financial statements~~ (~~auditor~~or ~~discussion and analysis) and (iv) disclose certain executive compensation related items~~ such asearlier ~~the~~date ~~correlation between executive compensation~~as ~~and~~determined ~~performance~~by ~~and comparisons of the CEO~~OTEC’s ~~compensation~~board ~~to median employee compensation. These exemptions will apply for a period~~ of ~~five~~directors ~~years~~unless ~~following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier~~extended).

~~Item 3. Quantitative~~On February 5, 2024, the Company submitted its brief memorandum for the appeal, and ~~Qualitative~~on ~~Disclosures~~February ~~About~~23, ~~Market~~2024, ~~Risk~~the Company received the brief memorandum from the staff of Nasdaq to which it responded on March 1, 2024.

WeOn February ~~are~~9, 2024, the Company held a Special Meeting of stockholders to approve among others, a proposal to approve and adopt ~~smaller~~the ~~reporting~~Merger ~~company~~Agreement. asIn ~~defined~~connection bywith ~~Rule~~the ~~12b-2~~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 ~~Exchange~~funds ~~Act~~in ~~and~~the Trust Account. The trustee’s preliminary calculations are ~~not~~that ~~required~~approximately $9,227,597 (approximately $11.53 per Public Share) would be removed from the Trust Account to ~~provide~~pay such holders upon completion of the ~~information~~merger. ~~otherwise~~These amounts might be subject to reversals and adjustments through ~~required~~the ~~under~~date ~~this~~of ~~item~~the completion of the merger.

~~Item~~ On March 4., ~~Controls~~2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust ~~Procedures~~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 March 2, 2024 to April 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

~~Evaluation~~The Company received another request from the staff of ~~Disclosure~~Nasdaq ~~Controls~~on ~~and~~March ~~Procedures~~11, 2024, requesting additional information on remaining items required prior to the closing of the Business Combination, to which the Company responded with the remaining closing conditions in process on March 15, 2024.

~~Under~~Subsequent the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective due to the material weakness related to disclosures and complex financial instruments as it relates to accounting for contingently redeemable Class A common stock subject to possible redemption and the overdraw of Trust assets.Events

~~We do not~~The ~~expect~~Company ~~that~~evaluated ~~our~~subsequent ~~disclosure~~events ~~controls~~ and ~~procedures~~transactions ~~will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance~~ that ~~the~~occurred ~~objectives of~~after the ~~disclosure~~balance ~~controls~~sheet ~~and~~date ~~procedures~~up ~~are~~to ~~met. Further,~~ the ~~design~~date ~~of disclosure controls and procedures must reflect the fact~~ that ~~there are resource constraints, and~~ the ~~benefits~~condensed financial ~~must~~statements bewere ~~considered relative to their costs~~issued. ~~Because~~Based ofupon ~~the~~this ~~inherent limitations in all disclosure controls and procedures~~review, nothe ~~evaluation~~Company ofdid ~~disclosure~~not ~~controls~~identify ~~and~~any ~~procedures~~subsequent ~~can~~events ~~provide absolute assurance~~ that wewould have ~~detected~~required adjustment ~~all~~or ~~our control deficiencies and instances of fraud, if any. The design of~~ disclosure ~~controls and~~in ~~procedures also is based partly on certain assumptions about~~ the ~~likelihood~~condensed offinancial ~~future events~~statements, ~~and~~except ~~there~~as ~~can~~noted ~~be no assurance that any design will succeed in achieving its stated goals under all potential future conditions~~below.

~~Changes in Internal Control over Financial Reporting~~39

~~There was~~Extension noPayment change in our internal control over financial reporting that occurred during the quarter ended of September 30, 2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to ~~materially~~Trust ~~affect, our internal control over financial reporting.~~Account

On April 3, 2024, 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 April 2, 2024 to May 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

~~Item 6~~On May 1, 2024, 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 ~~Exhibits~~per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from May 2, 2024 to June 2, 2024 (or such earlier date as determined by OTEC’s board of directors unless extended).

Exhibit Number		Description
1.1		Underwriting Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and Maxim Group LLC, as representatives of the several underwriters (incorporated by reference as Exhibit 1.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
2.1		Agreement and Plan of Merger, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd., and R.B. Merger Sub Ltd. (Incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023).
2.2		Amendment No. 1 to Agreement and Plan of Merger, dated July 7, 2023, by and among OceanTech Acquisitions I Corp., R.B. Merger Sub Ltd. and Regentis Biomaterials Ltd.
3.1		Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. dated May 27, 2021 (incorporated by reference as Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).

3.2		Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference from Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on December 2, 2022).
3.3		Second Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference from Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on May 30, 2023).
3.4		Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on September 6, 2023).

As of the date of this Quarterly Report, the Company has exercised its right to extend the deadline to complete its initial business combination twelve 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.

10.1		Investment Management Trust Agreement, dated May 27, 2021, by and between Continental Stock Transfer & Trust Company and OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 10.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
10.2		Voting Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd. and certain shareholders of Regentis party thereto. Incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023).
10.3		Sponsor Support Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd., Aspire Acquisition LLC and certain individuals party thereto. Incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023).
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

Amended and Restated Satisfaction and Discharge of Indebtedness

*Certain holders ~~These~~of ~~certifications~~loans ~~are~~relating ~~furnished~~ to the ~~SEC~~Extension ~~pursuant~~Payments to(the ~~Section~~“Holder”) ~~906~~agreed that in lieu of collecting the ~~Sarbanes-Oxley~~full ~~Act~~amount of the Extension Payments at the closing of ~~2002~~the ~~and~~Business ~~are~~Combination, ~~deemed~~each ~~not~~Holder ~~filed~~shall ~~for~~defer ~~purposes~~the repayment of ~~Section~~the 18amounts ofdue and payable to each Holder, to be repaid by the ~~Securities~~Post-Closing ~~Exchange~~Company ~~Act~~(from future capital raises, ~~nor~~capped in the aggregate with all other deferred amounts at twenty-five percent (25%) per capital raise); provided that, commencing six (6) months after the closing of the Business Combination, the Post-Closing Company shall ~~they~~instead behave ~~deemed~~the ~~incorporated~~option byto ~~reference~~pay the amount owed each Holder fifty percent (50%) in ~~any~~cash ~~filing~~and ~~under~~fifty percent (50%) in stock in the ~~Securities~~Post- ~~Act~~Closing Company, ~~except~~valued asat a price of $4.00 per newly issued share; any shares so issued shall be ~~expressly~~included ~~set~~by ~~forth~~the Post-Closing Company in a resale registration statement to be filed by ~~specific~~the ~~reference~~Company inwithin 60 days after the issuance of such ~~filing~~shares (unless such shares would already be tradeable without restriction under Rule 144). Each Holder accepted the terms above and shall acknowledges the satisfaction and discharge of the amount contributed to the Extension Payment upon final receipt of such cash and Post-Closing Company stock.

31Over the Counter Trading

~~SIGNATURES~~As previously disclosed, on April 24, 2024, the market maker for the common stock of the Company received approval from FINRA on the Form 211 to begin quoting the Company’s common stock over the counter under the ticker symbol “OTAC”, and the Company resumed trading over the counter. In connection with the Business Combination, the Company simultaneously disclosed that it planned to enter into an equity line purchase agreement with an investor pursuant to which the Company will have the right to issue and sell to the investor, and the investor will commit to purchase from the Company, up to $10 million in aggregate gross purchase price of newly issued fully paid shares of the Company’s common stock. The Company expects to receive an advance under such agreement upon the closing of the Business Combination, and to concurrently enter into a registration rights agreement with the investor, pursuant to which the Company will register the resale of the shares of common stock sold pursuant to such agreement.

~~Pursuant~~Results ~~to the requirements~~ of ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 17th day of November 2023.~~Operations

~~OCEANTECH~~Our entire ~~ACQUISITIONS~~activity Isince ~~CORP.~~inception ~~By:~~was ~~/s/~~in ~~Suren~~preparation ~~Ajjarapu~~for ~~Name:~~our ~~Suren~~Initial ~~Ajjarapu~~Public ~~Title:~~Offering, ~~Chief~~and ~~Executive~~since ~~Officer~~our ~~(Principal~~Initial ~~Executive~~Public ~~Officer)~~Offering, ~~By:~~our activity ~~/s/~~has ~~Francis~~been ~~Knuettel~~limited IIto ~~Name:~~the ~~Francis~~search ~~Knuettel~~for IIa ~~Title:~~prospective ~~Chief~~initial ~~Financial~~business ~~Officer~~combination. ~~(Principal~~We ~~Financial~~will ~~Officer)~~not generate any operating revenues until the closing and completion of the Business Combination, at the earliest.

32For the three months ended March 31, 2024, we had net loss of $1,603,321, largely driven by operating costs of $711,824, provision for income taxes of $9,563, interest expense of $49,244, and change in fair value of warrant liabilities of $909,903, offset by interest income of $77,213.

For the three months ended March 31, 2023, we had net loss of $1,052,192, largely driven by change in fair value of warrant liability of $330,873 and $464,054 in formation and operating costs, as well as finance costs related to transfer of Sponsor shares to Aspire of $464,054, offset by interest income of $207,405.

Liquidity and Going Concern

On March 31, 2024, we had cash of $17,183 and a working capital deficit of $6,083,979.

Our liquidity needs up to March 31, 2024, were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (see Note 5), loans from related party and outside investors with amounts outstanding totalling $1,829,539 and $1,729,539, as of March 31, 2024 and December 31, 2023, respectively, and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account Trust Account.

As of March 31, 2024, we had cash in the Trust Account of $9,296,616. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete the Business Combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete the Business Combination.

Until the consummation of the Business Combination, we will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. We will need to raise additional capital through loans or additional investments from Sponsor, stockholders, officers, directors, or third parties. Our Sponsor, officers and directors may, but are not obligated to, loan our funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, 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, 2024. The Company entered into a definitive merger/business combination agreement with a business combination target on May 2, 2023; however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions. 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 complete the transaction prior to June 2, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time 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 ability to continue as a going concern for the next twelve months from the issuance of these statements. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to certain registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement and Amendment

On December 15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties have agreed to amend the Underwriting Agreement as follows: (i) The Company and Maxim mutually agreed that the rights of first refusal be deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an underwriter in any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates a business combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 at the closing of such business combination as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been limited to 326,000 Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim agreed that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of Maxim. For the sake of clarity, all right and obligations relating to underwriting fees (including but not limited to deferred underwriting commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets on March 31, 2024 and December 31, 2023.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

We consider an accounting estimate to be critical if (i) the accounting estimate requires to make assumptions about matters that were highly uncertain at the time when the accounting estimate was made; and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material amount on our financial condition or results of operations. We have identified management inputs used in the calculation of Company’s warrant liabilities and class A shares as critical accounting estimates. There are other items in our financial statements that require estimation but are not deemed to be critical, as defined above.:

Offering Costs

Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

In connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued Class B common stock from the Founder Shares to the investors who participated in the offering. The fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost was be allocated to the only financial instruments issued, which were private placement warrants. Offering costs allocated to derivative warrant liabilities are expensed as incurred in the statement of operations.

Net (Loss) Income Per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per common stock is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 16,543,700 shares for the three months ended March 31, 2024 and March 31, 2023 of Class A common stock subject to possible redemption in the calculation of diluted (loss) income per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three months ended March 31, 2024 and March 31, 2023. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Corporate Opportunities

Article X of the Existing OTEC Charter provides that, to the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to OTEC or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the Existing OTEC Charter or in the future, and OTEC renounces any expectancy that any of the directors or officers 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 any of the directors or officers of OTEC with respect 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 director 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.

Although the provisions of Article X of the Existing OTEC Charter exempt OTEC and its officers and directors from appliable corporate opportunity doctrines, OTEC and its officers and directors have nonetheless acted within the parameters of such applicable doctrines since OTEC’s inception, including during all activities related to the OTEC IPO and the Business Combination. Further, OTEC’s officers and directors do not hold positions nor devote their time to any other special purpose acquisition companies that would have competing interests with those of OTEC. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in our Existing OTEC Charter did not, to our knowledge, impact our search for an acquisition target or prevent us from reviewing any opportunities as a result of such waiver.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective, due to the material weaknesses in our internal control over financial reporting for the following:

●	Controls over the identification, accounting and reporting for complex financial instruments; and

●	Controls over the protection of funds permitted for withdrawal from the trust, including both the timely payment of income and other tax liabilities and ineffective oversight by the board relating to the Company recurring non-compliance with an investment management trust agreement.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended as of March 31, 2024, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 6. Exhibits.

Exhibit Number		Description
1.1*		Underwriting Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and Maxim Group LLC, as representatives of the several underwriters (incorporated by reference as Exhibit 1.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
1.2*		Amendment of Underwriting Agreement, dated December 15, 2021, by and between OceanTech Acquisitions I Corp. and Maxim Group LLC, as representatives of the several underwriters (incorporated by reference as Exhibit 1.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on September 13, 2023).
2.1*†		Agreement and Plan of Merger, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd., and R.B. Merger Sub Ltd. (incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023).
2.2*		Amendment No. 1 to Agreement and Plan of Merger, dated July 7, 2023, by and among OceanTech Acquisitions I Corp., R.B. Merger Sub Ltd. and Regentis Biomaterials Ltd. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on July 10, 2023).
3.1*		Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. dated May 27, 2021 (incorporated by reference as Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
3.2*		Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference from Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on December 2, 2022).
3.3*		Second Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference from Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on May 30, 2023).
3.4*		Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on September 6, 2023).
3.5*		By Laws of OceanTech Acquisitions I (incorporated by reference from Exhibit 3.3 of Form S-1 filed by OceanTech Acquisitions I Corp. with the SEC on April 9, 2021).
4.1*		Warrant Agreement, dated May 27, 2021, by and between Continental Stock Transfer & Trust Company and OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 4.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
4.2*		Subscription Agreement, dated May 23, 2023, between OceanTech Acquisitions I Corp., Aspire Acquisition LLC and Polar Multi-Strategy Master Fund. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on December 29, 2023).
4.3*		Subscription Agreement, dated October 24, 2023, between OceanTech Acquisitions I Corp., Aspire Acquisition LLC and Polar Multi-Strategy Master Fund. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on December 29, 2023).
10.1*		Investment Management Trust Agreement, dated May 27, 2021, by and between Continental Stock Transfer & Trust Company and OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 10.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021).
10.2*		Voting Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd. and certain shareholders of Regentis party thereto. Incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023).
10.3*		Registration Rights Agreement, dated May 27, 2021, by and among OceanTech Acquisitions I Corp. and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.2 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.4*		Sponsor Support Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd., Aspire Acquisition LLC and certain individuals party thereto (CORRECTED)(incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on July 10, 2023).
10.5*		Letter Agreement, dated May 27, 2021, by and among OceanTech Acquisitions I Corp., its officers and directors and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.3 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.6*		Private Placement Warrants Purchase Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.4 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.7*		Administrative Support Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.5 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021)
10.8*		Purchase Agreement, dated as of March 13, 2023, by and among OceanTech Acquisitions I Corp., Aspire Acquisition LLC and OceanTech Acquisitions I Sponsors LLC (incorporated by reference as Exhibit 10.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on March 13, 2023)
10.9*		Securities Subscription Agreement, dated February 14, 2021, between the Company and the Original Sponsor (incorporated by reference as Exhibit 10.5 of Form S-1 filed by OceanTech Acquisitions I Corp. with the SEC on April 9, 2021).
31.1**		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2**		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1***		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2***		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

*	Previously filed.
**	Filed herewith.
***	Furnished herewith.
†	Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 28th day of May, 2024.

	OCEANTECH ACQUISITIONS I CORP.

	By:	/s/ Suren Ajjarapu
	Name:	Suren Ajjarapu
	Title:	Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Francis Knuettel II
	Name:	Francis Knuettel II
	Title:	Chief Financial Officer (Principal Financial Officer)

Filing Compare · OceanTech Acquisitions I Corp.