Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On March 13, 2023 (the "Effective Date"), OceanTech Acquisition I Corp., a
Delaware Corporation (the "Company"), entered into a Purchase Agreement (the
"Agreement") with OceanTech Acquisitions I Sponsors LLC, a Delaware limited
liability company ("Original Sponsor"), and Aspire Acquisition LLC, a Delaware
limited liability company (the "New Sponsor"), pursuant to which the New
Sponsor, or an entity designated by the New Sponsor, will purchase from the
Original Sponsor 2,581,500 shares of Class B common stock of the Company (the
"Class B Common Stock"), 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 purchase,
recapitalization, reorganization or similar business combination with one or
more businesses or entities (the "Initial Business Combination").
Upon the closing of the Initial Business Combination, New Sponsor shall also
convey (i) 250,000 (two hundred and fifty thousand) shares of Class B Common
Stock to the equityholders of the Original Sponsor, as of the Effective Date
(the "Original Sponsor Equityholders"), pro rata based on the Original Sponsor
Equityholders' underlying interest in the Company's Class B Common Stock, and
(ii) 250,000 (two hundred and fifty thousand) Private Placement Warrants to the
Original Sponsor Equityholders, pro rata based on the Original Sponsor
Equityholders' underlying interest in the Company's Private Placement Warrants
as of the Effective Date. Upon the closing of the Agreement, the New Sponsor
will (i) reimburse Joseph Adir in the amount of $25,000, and (ii) pay directly
to Charles Baumgartner, the former Chief Executive Officer of the Company,
$5,000 per month during the transition period.
In addition to the payment of the Purchase Price, the New Sponsor also assumed
the following obligations: (i) responsibility for all of Company's public
company reporting obligations; and (ii) all other obligations of the Original
Sponsor related to the Company.
Pursuant to the Agreement, the New Sponsor has replaced the Company's current
directors and officers with directors and officers of the Company selected in
the New Sponsor's sole discretion.
The Agreement contains customary representations and warranties of the parties,
including, among others, with respect to corporate organization, corporate
authority, and compliance with applicable laws. The representations and
warranties of each party set forth in the Agreement were made solely for the
benefit of the other parties to the Agreement, and investors are not third-party
beneficiaries of the Purchase Agreement. In addition, such representations and
warranties (a) are subject to materiality and other qualifications contained in
the Agreement, which may differ from what may be viewed as material by
investors, (b) were made only as of the date of the Agreement or such other date
as is specified in the Agreement and (c) may have been included in the Agreement
for the purpose of allocating risk between the parties rather than establishing
matters as facts. Accordingly, the Agreement is included with this filing only
to provide investors with information regarding the terms of the Agreement, and
not to provide investors with any other factual information regarding any of the
parties or their respective businesses.
The foregoing description of the Agreement is not complete and is qualified in
its entirety by reference to the text of such document, which is filed as
Exhibit 10.1 hereto and which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The disclosures set forth in Item 1.01 are incorporated by reference into this
Item 5.02.
Change in Company Officers and Directors
On March 13, 2023, Joseph Adir, Michael Payne, Eric Blair, and Mitchell Gordon
tendered their resignations as directors of the Company. Joseph Adir, Charles
Baumgartner, Ofer Oz, and Ken Hickling resigned as officers of the Company.
Michael Peterson, Donald Fell, Venkatesh Srinivasan, and Siva Saravanan were
appointed as members of the board of directors of the Company. Suren Ajjarapu
was appointed Chief Executive Officer and Chairman of the Company, and Frank
Knuettel II was appointed as the Company's Chief Financial Officer. There was no
known disagreement with any of our outgoing directors on any matter relating to
the Company's operations, policies or practices.
The following sets forth certain information concerning each new director and
officer's past employment history, directorships held in public companies, if
any, and for directors, their qualifications for service on the Company's board.
Our board of directors is divided into two classes, with only one class of
directors being elected in each year, and with each class (except for those
directors appointed prior to our first annual meeting of shareholders) serving a
two-year term. Our officers are appointed by the board of directors and serve at
the discretion of the board of directors, rather than for specific terms of
office.
Surendra Ajjarapu
Mr. Ajjarapu has served a director of the Company since 2021. He has also served
as Chairman of the Board, Chief Executive Officer and Secretary of Trxade Group,
Inc., (NASDAQ: MEDS) a Delaware corporation, and its predecessor company since
July 2010. Beginning in 2021, Mr. Ajjarapu served as Chief Executive Officer and
Chairman of Aesther Healthcare Acquisition Corp., a special purpose acquisition
company that consummated a business combination in February 2023. Mr. Ajjarapu
is currently serving as a director of the merged company, Ocean Biomedical Inc.
(Nasdaq:OCEA) (f.k.a Aesther Healthcare Acquisition Corp.). Since March 2018,
Mr. Ajjarapu has served as Executive Chairman of the Board of Kano Energy Corp.,
a company involved in the development of renewable natural gas sites in the
United States. Mr. Ajjarapu was a Founder and served as Chief Executive Officer
and Chairman of the Board of Sansur Renewable Energy, Inc., a company involved
in developing wind power sites in the Midwest of the United States, from March
2009 to December 2012. Mr. Ajjarapu was also a Founder, President and Director
of Aemetis, Inc., a biofuels company (NASDAQ: AMTX), and a Founder, Chairman and
Chief Executive Officer of International Biofuels, a subsidiary of Aemetis,
Inc., from January 2006 to March 2009. Mr. Ajjarapu was Co-Founder, Chief
Operations Officer, and Director of Global Information Technology, Inc., an IT
outsourcing and systems design company, headquartered in Tampa, Florida with
major operations in India. Mr. Ajjarapu graduated from South Dakota State
University with a M.S. in Environmental Engineering, and from the University of
South Florida with an M.B.A., specializing in International Finance and
Management. Mr. Ajjarapu is also a graduate of the Venture Capital and Private
Equity program at Harvard University.
Frank Knuettel II
Mr. Knuettel has over 25 years of management experience in venture and
private-equity backed public companies, and has advised public and private
companies on financial management and controls, mergers and acquisitions,
capital markets transactions and operating and financial restructurings. Mr.
Knuettel served as the Chief Executive Officer and director of Unrivaled Brands
(OTCQX:UNRV) (f/k/a Terra Tech Corp. (OTCQX:TRTC)), a vertically integrated
company focused on the cannabis sector with operations in California and Nevada,
from December 2020 to April 2022. Mr. Knuettel was formerly Director of Capital
and Advisory at Viridian Capital Advisors, a position he held from June 2020 to
January 2021, following the sale but prior to the close of the acquisition of
One Cannabis Group, Inc. ("OCG") by an OTCQX listed company. At OCG, Mr.
Knuettel served from June 2019 to January 2021 as Chief Financial Officer of the
company, a leading cannabis dispensary franchisor, with over thirty cannabis
dispensaries across seven states. Prior to joining OCG, Mr. Knuettel was Chief
Financial Officer at MJardin Group, Inc. ("MJardin") (August 2018 to January
2019), a Denver-based cannabis cultivation and dispensary management company,
where he led the company's IPO on the Canadian Securities Exchange. Following
the IPO, Mr. Knuettel managed the merger with GrowForce, a Toronto-based
cannabis cultivator, after which he moved over to the Chief Strategy Role
(January 2019 to June 2019). In his role as CSO, he managed the acquisition of
several private companies before recommending and executing the consolidation of
management and other operations to Toronto and the closure of the executive
office in Denver. From April to August 2018, Mr. Knuettel served as Chief
Financial Officer of Aqua Metals, Inc. (NASDAQ:AQMS), an advanced materials firm
that developed technology in battery recycling. Prior to that, from April 2014
to April, 2018, Mr. Knuettel served as Chief Financial Officer at Marathon
Patent Group, Inc. (NASDAQ:MARA), a patent enforcement and licensing company.
Before that, Mr. Knuettel held numerous CFO and CEO positions at early-stage
companies where he had significant experience both building and restructuring
businesses. Mr. Knuettel also holds numerous board positions, at both public and
private companies, including 180 Life Sciences (Nasdaq:ATNF) (July 2021 to
present), ECOM Medical, Murphy Canyon Acquisition Corp. (Nasdaq:MURF) (February
2022 to present) and Relativity Acquisition Corp. (RACY) (February 2022 to
present). Mr. Knuettel graduated cum laude from Tufts University with a B.A.
degree in Economics and from The Wharton School at the University of
Pennsylvania with an M.B.A. in Finance and Entrepreneurial Management.
Michael Peterson
Mr. Peterson commenced serving as a director of Kernel Group Holdings, Inc.
(Nasdaq:KRNL) in December 2022. Mr. Peterson has been serving as President,
Chief Executive Officer and as a member of the Board of Directors of Lafayette
Energy Corp. since April 2022. Beginning in September 2021, Mr. Peterson served
as a member of the Board of Directors, Audit Committee (Chair), Compensation
Committee and Nominating and Corporate Governance Committee of Aesther
Healthcare Acquisition Corp., a special purpose acquisition company that
consummated a business combination in February 2023. Mr. Peterson is currently
serving as an independent director of the merged company, Ocean Biomedical Inc.
(Nasdaq:OCEA) (f.k.a Aesther Healthcare Acquisition Corp.). Mr. Peterson has
served as the president of Nevo Motors, Inc. since December 2020, which was
established to commercialize a range extender generator technology for the
heavy-duty electric vehicle market but is currently non-operational. Since May
2022, Mr. Peterson has served as a member of the Board of Directors and as the
Chairperson of the Audit Committee of Trio Petroleum Corp., an oil and gas
exploration and development company which is in the process of going public,
since February 2021. Mr. Peterson has served on the board of directors and as
the Chairman of the Audit Committee of Indonesia Energy Corporation Limited
(NYSE American: INDO). Mr. Peterson previously served as the president of the
Taipei Taiwan Mission of The Church of Jesus Christ of Latter-day Saints, in
Taipei, Taiwan from June 2018 to June 2021. Mr. Peterson served as an
independent member of the Board of Directors of TRxADE HEALTH, Inc. (formerly
Trxade Group, Inc.) from August 2016 to May 2021 (Nasdaq:MEDS). Mr. Peterson
served as the Chief Executive Officer of PEDEVCO Corp. (NYSE American:PED), a
public company engaged primarily in the acquisition, exploration, development
and production of oil and natural gas shale plays in the US from May 2016 to May
2018. Mr. Peterson served as Chief Financial Officer of PEDEVCO between July
2012 and May 2016, and as Executive Vice President of Pacific Energy Development
(PEDEVCO's predecessor) from July 2012 to October 2014, and as PEDEVCO's
President from October 2014 to May 2018. Mr. Peterson joined Pacific Energy
Development as its Executive Vice President in September 2011, assumed the
additional office of Chief Financial Officer in June 2012, and served as a
member of its board of directors from July 2012 to September 2013. Mr. Peterson
formerly served as Interim President and CEO (from June 2009 to December 2011)
and as director (from May 2008 to December 2011) of Pacific Energy Development,
as a director (from May 2006 to July 2012) of Aemetis, Inc. (formerly AE
Biofuels Inc.), a Cupertino, California-based global advanced biofuels and
renewable commodity chemicals company (NASDAQ:AMTX), and as Chairman and Chief
Executive Officer of Nevo Energy, Inc. (NEVE) (formerly Solargen Energy, Inc.),
a Cupertino, California-based developer of utility-scale solar farms which he
helped form in December 2008 (from December 2008 to July 2012). From 2005 to
2006, Mr. Peterson served as a managing partner of American Institutional
Partners, a venture investment fund based in Salt Lake City. From 2000 to 2004,
he served as a First Vice President at Merrill Lynch, where he helped establish
a new private client services division to work exclusively with high-net-worth
investors. From September 1989 to January 2000, Mr. Peterson was employed by
Goldman Sachs & Co. in a variety of positions and roles, including as a Vice
President. Mr. Peterson received his MBA at the Marriott School of Management
and a BS in statistics/computer science from Brigham Young University.
Donald Fell
Mr. Donald G. Fell, brings along a wealth of experience in the field of
economics and business to the Company. Mr. Fell has served as an independent
director of Kernel Group Holdings, Inc. (Nasdaq:KRNL) since December
2022and TRxADE HEALTH, INC since January 2014, as well as a director of Trxade
Nevada since December 2013. Mr. Fell also served as a director of Aesther
Healthcare Acquisition Corp. (n/k/a Ocean Biomedical Inc. (Nasdaq:OCEA)) from
2021 to February 2023. He is presently Professor and Institute Director for the
Davis, California-based Foundation for Teaching Economics and adjunct professor
of economics for the University of Colorado, Colorado Springs. Mr. Fell held
positions with the University of South Florida as a member of the Executive MBA
faculty, Director of Executive and Professional Education and Senior Fellow of
the Public Policy Institute from 1995 to 2012. Mr. Fell was also a visiting
professor at the University of LaRochelle, France, and an adjunct professor of
economics at both Illinois State University and The Ohio State University. Mr.
Fell holds undergraduate and graduate degrees in economics from Indiana State
University and is all but dissertation (ABD) in economics from Illinois State
University. Through his work with the Foundation for Teaching Economics and the
University of Colorado, Colorado Springs he has overseen graduate institutes on
economic policy and environmental economics in 44 states, throughout Canada, the
Islands and Eastern Europe.
Venkatesh Srinivasan
Mr. Venkatesh Srinivasan has served as an independent director of Kernel Group
Holdings, Inc. (Nasdaq:KRNL) since December 2022. He also serves as President of
Micro Labs USA and previously served as President of Rising Pharma, USA and as
President and CEO of Ascend Laboratories, USA where he grew the business,
building a new team and strengthening processes and systems. In addition, Mr.
Srinivasan served as a Director at Pfizer India. Mr. Srinivasan previously
served as a director of Aesther Healthcare Acquisition Corp. (n/k/a Ocean
Biomedical Inc. (Nasdaq:OCEA)) from 2021 to February 2023.
Siva Saravanan
Mr. Saravanan has more than 20 years of experience steering digital strategies
and technology solutions for businesses. Mr. Saravanan has served as an
independent director of Kernel Group Holdings, Inc. (Nasdaq:KRNL) since December
2022. Mr. Saravanan previously served as a director of Aesther Healthcare
Acquisition Corp. (n/k/a Ocean Biomedical Inc. (Nasdaq:OCEA)) from 2021 to
February 2023. Additionally, Mr. Saravanan is the Chief Digital Officer at
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Purchase Agreement, dated March 13, 2023
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit)
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