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OceanTech Acquisitions I Corp. *

OceanTech Acquisitions I Corp. *

Apr 9, 2021 by Nat Judge

LIQUIDATION – 6/5/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be September 9, 2023.
    • The per-share redemption price will be approximately $11.38

The below-announced combination was terminated on 6/5/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Regentis Biomaterials [Terminated]

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

OceanTech Acquisitions I Corp. proposes to combine with Regentis Biomaterials.

  • Regentis is a regenerative medicine company dedicated to developing innovative tissue repair solutions that restore the health and enhance quality of life of patient with current efforts focused on orthopedic treatments using its Gelrin platform based on degradable hydrogel implants to regenerate damaged or diseased tissue.

EXTENSION – 5/30/23 – LINK

  • The SPAC approved the extension from June 2, 2023, to June 2, 2024.
    • 1,035,788 shares were redeemed for $10.84 per share.
    • $30K per month will be deposited into the trust account.

TRANSACTION

  • The all-stock deal contemplates that Regentis’ shareholders will receive, in the aggregate, $95 million of OceanTech common stock (subject to certain adjustments), with each such OceanTech common share valued for the transaction at $10.00.
  • The Proposed Business Combination is expected to be completed in the third or fourth quarter of 2023.

SPAC FUNDING

  • OceanTech agreed to cause Sponsor to:
    • (a) use its reasonable best efforts to raise the PIPE Investment, including causing Sponsor to utilize the shares of OceanTech Class B Common Stock and/or OceanTech Private Warrants held by Sponsor in connection with such effort and
    • (b) assist with creative strategies to raise the PIPE Investment, including providing downward price protection to the PIPE Investors in connection with the PIPE Investment.
  • The SPAC currently expects 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.

EARNOUT

  • Sponsor:
    • The Sponsor also has a contingent right to receive up to an aggregate maximum of 1,750,000 shares of OceanTech Class A Common Stock (the “Earnout Shares”), as additional consideration from OceanTech based on the post-Closing performance of the OceanTech Class A Common Stock, as follows:
      • If the volume-weighted average price (“VWAP”) of the OceanTech Class A Common Stock equals or exceeds $15.00 per share for 20 out of any 30 consecutive trading days during the period beginning on the Closing Date and ending on the 12-month anniversary of the Closing Date, then OceanTech will issue to the Sponsor 750,000 Earnout Shares,
      •  If the VWAP of the OceanTech Class A Common Stock equals or exceeds $17.50 per share for 20 out of any 30 consecutive trading days during the period beginning the day following the 12-month anniversary of the Closing Date and ending on the 24-month anniversary of the Closing Date, then OceanTech will issue to the Sponsor 500,00 Earnout Shares, and
      • If the VWAP of the OceanTech Class A Common Stock equals or exceeds $20.00 per share for 20 out of any 30 consecutive Trading Days during the period beginning the day following the 24-month anniversary of the Closing Date and ending on the 36-month anniversary of the Closing Date, then OceanTech will issue to the Sponsor 500,000 Earnout Shares.

LOCK-UP

  • Company and Sponsor:
    • OceanTech, Regentis and certain shareholders of Regentis will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which the securities held by such shareholders will be locked-up for a period commencing on the Closing Date and ending on the earlier of
    • (a) the date that is 180 days after the Closing Date, and
    • (b) the date on which the closing price of OceanTech Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days following the Closing.

NOTABLE CONDITIONS TO CLOSING

  • OceanTech and Regentis shareholder approvals
  • 50 days will have elapsed after the filing of the Merger Proposal with the Israel Companies Registrar
  • 30 days will have elapsed after the approval of the Merger by OceanTech’s stockholders at OceanTech stockholders’ meeting
  • The Available Closing OceanTech Cash shall be equal to or greater than $6,000,000 (after payment of expenses)

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated if any of the conditions to the Closing have not been satisfied or waived by September 30, 2023 (the “Outside Date”).

ADVISORS

  • Regentis Advisor:
    • Maxim Group LLC is serving as sole financial advisor
    • Greenberg Traurig, LLP and Doron Tikotzky Kantor Gutman Nass & Amit Gross & Co. are serving as legal advisors
  • OceanTech Advisors:
    • Cohen & Company Capital Markets is serving as lead capital markets advisor
    • Nelson Mullins Riley & Scarborough LLP and Goldfarb Gross Seligman & Co. are serving as legal advisors

SUBSEQUENT EVENT – 3/13/23 – LINK

  • The Sponsor sold its interest in the Class B common stock to Aspire Acquisition LLC
  • 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 below-announced combination was terminated on 2/6/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Majic Corp. [Terminated]

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: MJWL

OceanTech Acquisitions I Corp. proposes to combine with Majic Corp.

Majic Wheels Corp., listed and traded on the Over-the-Counter Market (OTC) under the trading symbol “MJWL”, is a Wyoming holding corporation that operates through its subsidiary companies in advanced, disruptive industries like Fintech, Insurtech, software development, and crypto via thoughtful and varied acquisitions.

EXTENSION – 12/2/22 – LINK

  • The shareholders approved the extension of the business combination period from December 2, 2022, to June 2, 2023
    • 8,477,497 shares were redeemed and the Sponsor will contribute $125K per month needed to complete a business combination

SUBSEQUENT EVENT – 11/22/22 – LINK

  • OceanTech Acquisitions I Corp. announced that it has postponed the Special Meeting of Shareholders scheduled to occur on November 23, 2022, until November 29, 2022.
  • In order to support this Extension Proposal, the Company and Sponsor have agreed that, if the Extension Proposal is approved, the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account $125,000 for each such one-month extension until June 2, 2023, unless the closing of the Company’s initial business combination shall have occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.
  • On November 22, 2022, the Company announced that it had received redemption notices for 9,449,599 shares of its Class A Common Stock from its stockholders.
  • This exceeds the threshold of 8,880,360 shares of common stock to effect the Extension as set forth in the Definitive Proxy Statement by 569,239 shares.
  • Accordingly, the Company is postponing the previously scheduled meeting until 2:00 p.m. on Tuesday, November 29, 2022, to solicit investors to reverse their redemption notices.
  • Assuming no more than the minimum shares necessary to meet the condition of the Extension Proposal are received, each non-redeeming stockholder will receive an additional $0.086 per month per share for the duration of the extension going forward.
  • The Extension Payment will be deposited in the trust account on or before December 2, 2022.

TRANSACTION

  • The proposed Merger Agreement represents a transaction value of approximately $200,000,000 USD (20 million shares).
    • Additionally, certain recipients as further described in the Merger Agreement may receive earn-out consideration equal to a maximum of $500,000,000 USD (50 million shares, including 10 million shares subject to the RSU Incentive Plan) upon certain “triggering events” that are based on the Combined Company’s future revenue.
  • Upon closing, after giving effect to any redemptions and any funded PIPE investment, and before expenses, the Combined Company can receive a maximum of $106,100,000 in cash held in trust by OceanTech, which will include the guaranteed backstop arrangement for the trust.
  • The boards of directors of Majic Wheels and OceanTech have unanimously approved the proposed business combination, which is expected to be completed in 1H 2023

SPAC FUNDING

  • In connection with the Merger Agreement, OceanTech and Majic Wheels have entered into a Forward Share Purchase Agreement for up to $40 million committed backstop by Meteora Capital Partners and its affiliates.
    • Meteora has agreed to purchase up to 4,000,000 shares of the Company’s Class A Common Stock in the open market at price per share no higher than the redemption price as described in detail in the Company’s current charter the “Redemption Price”) and to not redeem prior to the closing of the Business Combination.
    • The Company has agreed to purchase back those shares from Meteora on a forward basis.
    • The purchase price payable by the Company will be escrowed in the amount of the
      • (x) Redemption Price per share multiplied by
      • (y) the number of shares held by the Meteora investors as of the closing of the Business Combination.
    • As Meteora investors sell the shares on the open market, the escrow agent will release to the Company for the Company’s use certain cash amount equals to
      • (x) the number of shares sold, multiplied by
      • (y) the reset price, as defined by the certain formula in the Meteora Backstop Agreement, and will release certain other cash to Meteora.
    • The Meteora Backstop Agreement matures 3 years after the closing of the Business Combination (the “Put Date”).
    • On the Put Date, Meteora has the right to elect to sell to the Company and the Company shall purchase from Meteora the remaining shares subject to the forward transaction at the Redemption Price.
      • The Put Date may be accelerated by Meteora if
        • (i) the shares of Class A common stock are delisted from a qualified exchange
        • (ii) the Meteora Backstop Agreement is terminated for any reason after the closing of the Business Combination, or
        • (iii) the volume weighted average price of the shares (the “VWAP”) during 20 out of 30 consecutive trading day period following the closing of the Business Combinarion is less than $3.00 per share..
    • If the VWAP is below $2.50, the Company shall register such additional shares for resale representing the differences of certain cash consideration due to the Meteora investors at maturity and the retain shares.
    • During the term of the Meteora Backstop Agreement, Meteora may elect to sell some or all of the shares subject to the forward transaction to third parties in the open market, provided that at any time prior to the 30th day following the consummation of the business combination, the sales price before payment of any commissions is at least equal to the Redemption Price, but commencing on the 30th day following the closing of the Business Combination, Meteora has the discretion to set the sales price. If the forward transaction is terminated, except due to a material breach by Meteora, the Company will be obligated to pay the counterparties a break-up fee equal to $1 million and certain fees and expenses.

EARNOUT

  • The Target company and Sponsor will be entitled to earnout shares based on the following:
    • 20M shares will be released if the Target issues equity or other securities for interim financing purposes, the Closing Merger Consideration will increase by the formula provided in the Merger Agreement based on those additional shares of the Target issued or issuable at Closing as a result of the Interim Financing
    • 20M shares will be released if subject to certain adjustments, terms and conditions set forth in the Merger Agreement, for the Target’s stockholders other than the holders of the Interim Financing shares
    • After Closing, certain management members of the Target will be entitled to receive from the Company 16M 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%
  • The Sponsor will be entitled to 4M shares of the Company Class A Common Stock (the “Sponsor Earnout Merger Consideration” and together with the Stockholder Earnout Merger Consideration and the Management Earnout Merger Consideration)
    • The sponsor will receive these shares if the preceding company earnout targets are reached.

LOCK-UP

  • Company and Sponsor
    • Both parties will enter into a lock-up agreement at the Closing

NOTABLE CONDITIONS TO CLOSING

  • Further, the obligations of the Target will be conditioned on the Company having cash and cash equivalents, after giving effect to any stockholder redemptions, proceeds from any PIPE investment, and net of the Company’s expenses, of at least $50,000,000 (the “Minimum Cash Condition”).
    • The Minimum Cash Condition will be reduced dollar for dollar by the amount raised in the Interim Financing, net of investment banking and legal expenses incurred in connection with the Interim Financing.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, by the mutual written consent of the Company and the Target, if any of the conditions to the Closing has not been satisfied or waived by June 2, 2023

ADVISORS

  • Nelson Mullins Riley & Scarborough LLP is serving as legal advisor to OceanTech.
  • Norton Rose Fulbright US LLP is serving as legal advisor to Majic Wheels.

The below-announced combination was terminated on 10/13/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Captura Biopharma, Inc.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: tbd

OceanTech Acquisitions I Corp. proposes to combine with Captura Biopharma, Inc., an emerging biotechnology company developing and commercializing oral chelators to treat internal transuranic radionuclide contamination and heavy metal poisoning.

  • Capturas leading candidate, C2E2, would be the world’s first oral treatment for internal transuranic radiation contamination.
  • NIH and BARDA-funded efficacy studies in animal trials, pursuant to the FDA’s Animal Rule, have demonstrated the ability of C2E2 to chelate select heavy metals, notably americium and plutonium.
  • Captura Biopharma believes that C2E2 may also have efficacy in treating exposure to certain other heavy metals, including lead and gadolinium.

EXTENSION – 5/23/22 – LINK 

  • OceanTech Acquisitions I Corp. announced that it will extend the period of time it has to consummate its initial business combination by six months from June 2, 2022 to December 2, 2022.
  • OceanTech Acquisitions I Sponsors LLC (the “Sponsor”) intends to purchase 1,548,900 private placement warrants at $1.00 per warrant by depositing an aggregate of $1,548,900 (representing $0.15 per public share) into the Company’s trust account prior to June 2, 2022, allowing for the extension.

TRANSACTION

  • The Combined Company would have an approximate post-transaction equity market capitalization of $224.3 million assuming a $10.00 per share price and no redemptions by OceanTech stockholders.
  • The business combination has been approved by the boards of directors of both OceanTech and Captura Biopharma, and is expected to close in the fourth quarter of 2022

PIPE

  • There is currently no PIPE for this Transaction.

LOCK-UP

Company:

  • The Company securities held by the Subject Parties to be locked-up for a period of twelve months from the date of the Closing.

Sponsor:

  • The Founder Shares will be subject to a lock-up period of 12 months of a VWAP of $12.00 for 20/30 consecutive trading days.

NOTABLE CONDITIONS TO CLOSING

  • The obligations of the parties to consummate the Business Combination are subject to the Company having cash and cash equivalents, after giving effect to any stockholder redemptions, proceeds from any PIPE investment, and net of the Company’s expenses, of at least $5,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing by the mutual written consent of the Company and the Target, if any of the conditions to the Closing has not been satisfied or waived by December 2, 2022.
  • If prohibited by a governmental authority
  • Or if the Target fails to deliver to the Company PCAOB audited Capture financials for the year ended December 31, 2021 by September 15, 2022.

ADVISORS

  • Nelson Mullins Riley & Scarborough LLP is serving as legal advisor to OceanTech.
  • Ellenoff Grossman & Schole LLP is serving as legal advisor to Captura Biopharma.

MANAGEMENT & BOARD

Executive Officers

Joseph Adir, 62 [Resigned 3/13/23]
Chief Executive Officer & Director

Mr. Adir has over 35 years of experience in the high-tech space. In January 2014, Mr. Adir began serving as a Director of Repositioning Investments Ltd., a boutique investment house that specializes in special situation corporation finance for the middle market. Since 2014, Mr. Adir has focused his attention on the superyachting industry and has developed a multidimensional disruption strategy for the superyacht industry. In July 2016, Mr. Adir founded and has since served as the Chief Executive Officer of WinterHaven Holdings SL, which established and developed WinterHaven Superyacht Marine Centre operational concept, creating a paradigm shift in the industry. An integral part of the development process, the company has created a unique set of technological solutions, advanced IT platforms and innovative business models to address the real needs of the superyachting industry. In January 2019, Mr. Adir also founded WinTech Marine Intelligence Ltd. (“WinTech”), the worlds’ first predictive maintenance platform based on AI/ML for the superyacht industry, and has served as the company’s Chief Executive Officer since that time. In 2010, Mr. Adir co-founded WindSolare, which focuses on the development of alternative energies such as photovoltaic greenhouses, and acted as the company’s Executive Director until December 2010. In September 2010, Mr. Adir also co-founded Megawatt Power Holdings Ltd., which specializes in the provision of temporary, utility grade, mobile power for developing nations, and acted as the company’s Executive Director until August 2015. Currently, Mr. Adir is mentoring the second Cohort II of Yachting Ventures following Cohort I’s success in 2020. This activity is done without any remuneration to benefit the progress and evolution of entrepreneurship in the Yachting Industry. Mr. Adir graduated from Tel-Aviv University with an Executive MBA.

Charles Baumgartner, 53 [Resigned 3/13/23]
Chief Financial Officer

Mr. Baumgartner has over 25 years of experience serving in a number of corporate executive positions. Mr. Baumgartner has served, since January 2017, as Chief Financial Officer of the Win Group (WinterHaven Holdings SI, WinterHaven Marine Centre SI, and WinterTech Marine Intelligence Ltd.), a group involved in superyacht technology solutions and the support of various initiatives across the globe. Since March 2020, Mr. Baumgartner has served as acting Chief Financial Officer of Kano Energy Corp., a company involved in the development of renewable natural gas sites in the United States. In September 2014, Mr. Baumgartner acquired, via an LBO, Collard et Trolart Thermique SAS, a French OEM specialized in thermal solutions and took the Chief Financial Officer role until December 2016. From June 2011 to September 2014, Mr. Baumgartner was Managing Partner of Altamira Capital Partners, a boutique investment house specialized in turnarounds. In April 2008 until June 2011, Mr. Baumgartner served as Chief Financial Officer of Bouygues Immobilier Spain & Portugal, where he lead the restructuration and turnaround during the 2008 financial crisis. Mr. Baumgartner graduated from HEC, Paris with an executive M.B.A. and from ISG, Paris with a Business degree in Finance & Administration.

Ofer Oz, 56 [Resigned 3/13/23]
Chief Technology Officer

Mr. Oz has over 25 years of proven track record in design, engineering, supervision and commissioning of IT projects, with an extensive ability of handling large-scale projects of this nature. In January 2019, Mr. Oz co-founded WinTech Marine Intelligence Ltd. and has served as the company’s Chief Technology Officer since that time. In January 1995, Mr. Oz founded and from 1995 to 2021, he has served as the Chief Executive Officer of Triple T Ltd., a company that offers a comprehensives range of technology and infrastructural management support services for a variety of different technology environments, including data centers, ITC infrastructure, information security, network operation centers, homeland security, command and control centers, and multi-media systems. Mr. Oz was a Co-Founder of Yamatel Ltd. and P-cell Ltd., both of which provide integrated, value-added products and services to telecommunications operations worldwide. Mr. Oz graduated from the College of Management Academic Studies with a B.B.A. in Computer Science and Marketing, and from New Port with an M.B.A.

Ken Hickling, 57 [Resigned 3/13/23]
Chief Operating Officer

Mr. Hickling has been working in the yachting industry for over 30 years. Mr. Hickling has served as Vice Chair of Superyacht UK, a flagship association within the UK leisure marine trade body, British Marine Federation, since May 2019. Since March 2016, Mr. Hickling has also served as the British Standards Institution representative to the International Organization for Standardization’s TC8/SC12/WG5, a technical standards working group that addresses quality on superyachts. Since September 2017, Mr. Hickling has served as a Director on the board of Riela Yachts (UK) Ltd., a company that specializes in cybersecurity, safety, technical, crew, and fiduciary administrations and emergency response services for superyachts, their crew and owners. Since September 2016, Mr. Hickling has served as a Director on the board of Viking Maritime Group Ltd., which provides maritime crew services, marine, fire safety and simulator training, and merchant navy cadet training worldwide. Since February 2016, Mr. Hickling has acted as Director of Sherpa63 Ltd., a business advisory company which offers guidance on organizational structure and management, coating technology, strategic marketing, portfolio planning, and staff development and training. Mr. Hickling has also served as Managing Director of Newmar Overseas Consulting Ltd. since January 2017, Optimar Consulting Ltd. since October 2019, and John Robinson Associates Survey Specialists Ltd. since July 2020. From April 2019 to date, Mr. Hickling is an Emeritus Board Member of the industry association: International Superyacht Society (“ISS”), having previously served as the association’s President from January 2012 to December 2014 and also served on the ISS’ board Technical Committee. Mr. Hickling graduated from Solent University with an M.B.A. and an Institute Diploma in Boatbuilding and Boatyard Management.

Suren Ajjarapu, 51 [Appointed 3/13/23]
Chief Executive Officer and Chairman

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, 51 [Appointed 3/13/23]
Chief Financial Officer

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.

Board of Directors

Michael Payne, 66 [Resigned 3/13/23]
Director Nominee and Chairman

Mr. Payne has over 40 years of experience in the yachting industry. In September 2017, Mr. Payne was the Managing Director of Northrop & Johnson Europe, a leading international yacht brokerage and member of the LYBrA (Large Yacht Brokers Association), until July 2020 when the company merged with MarineMax, Inc. (NYSE: HZO). From September 2013 until March 2017, Mr. Payne served as Chief Executive Officer of Camper & Nicholsons International, a leading International yacht brokerage house and member of LYBrA, until the company merged with Lai Sun Group (SEHK) and served as the company’s Chief Operating Officer from September 2011 to May 2013. Mr. Payne has been a Senior Broker, accomplishing multiple transactions for some of the world’s most prestigious Yachts. He has a wide experience of new construction shipyards and related businesses. He has been involved with multiple transactions between 20m/60’ to 140m/450’ along with all aspects of Yacht Charter, Charter Management, Yacht Management and Crew placement. He is the Honorary Islandic Consul in Monaco. Mr. Payne graduated from Brighton Secondary Technical College in Brighton UK with a Higher National Diploma in Civil Engineering Materials.

Eric Blair, 65 [Resigned 3/13/23]
Director Nominee

Mr. Blair has over 40 years of experience in the insurance industry. Mr. Blair currently serves as the British Honorary Consul to the Principality of Monaco, a position he has held for over 30 years. Mr. Blair was a Co-Founder of the Large Yacht Brokers Association (“LYBRA”) and has been serving as LYBRA’s Secretary General since January 2012. Since November 2018, Mr. Blair has served as the Elected President of the Chambre Monégasque de l’Assurance (“C.M.A.”), which is the only recognized insurance Brokers and Agents professional Association, and previously served as the C.M.A.’s Secretary from October 2009 to November 2018. Mr. Blair has also been a member of the Board of the Cluster Yachting Monaco since September 2018. Since May 1990, Mr. Blair has served as the Chief Executive Officer of Blair & Co. S.A.M., an insurance brokerage company. Since June 2017, Mr. Blair has been appointed as one of the members of the “Conseil Stratégique pour l’Attractivité” (“Strategic Advisory Council for the Attractivity”) of the Principality of Monaco, and was appointed by Sovereign Ordinance by H.S.H. Prince Albert II of Monaco. This Council is headed directly by the Minister of State and the Ministers regularly participate in the meetings. In recognition of his involvement in the various social and economic activities in the Principality of Monaco, Mr. Blair received from H.S.H. Prince Albert II of Monaco the decoration of the Ordre de Saint Charles 15 years ago and was raised to the Grade of Officer in November 2019. Mr. Blair graduated from Franciscan College with a Baccalaureate in Economics.

Fulvio Dodich, 67 [Resigned 11/16/22]
Director Nominee

Since November 2020, Mr. Dodich has been a member of the Earth 300 Advisory Board. Since February 2019, Mr. Dodich has served as an honorary advisor of the Hong Kong Cruise and Yacht Industry Association. In July 2017, Mr. Dodich founded Rosettii Superyachts S.p.A. and served as Chief Executive Officer and Chairman of the Board until November 2020. From January 2016 to October 2016, Mr. Dodich was a minority partner and Chief Executive Officer of Dominator Global GmbH. From September 2016 to November 2016, Mr. Dodich was a minority partner of Cantiere Navale Italia Srl, a company manufacturing and selling yachts. In February 2013, Mr. Dodich served as the Chief Executive Officer of Sanlorenzo S.p.A., a company involved in building luxury yachts, and resigned from the company as its Chief Executive Officer and director of the board in July 2014 and December 2014, respectively. Mr. Dodich served as the Chief Executive Officer of Ferretti Yachts S.p.A. and General Manager of Ferretti S.p.A. until November 2007. Mr. Dodich has been a member of the board of directors of Ferretti S.p.A. and Riva S.p.A. He was part of the team presenting Ferretti S.p.A. at the IPO in June 2000 as well as of all road shows for the subsequent years.

Philippe Franchet, 55 [Resigned 11/16/22]
Director Nominee

Mr. Franchet has been Co-President of Aspirational Consumer Lifestyle Corp. II since February 2021. Mr. Franchet has been a Managing Partner for Magnolia Asset Management, an asset management firm, since 2019. Mr. Franchet previously served as a Managing Partner of L Catterton Europe from 2015 to 2019. Mr. Franchet was a Co-founder of L Capital, the private equity arm of Moët Hennessy Louis Vuitton SE (OTC: LVMUY), and served as a Senior Partner from June 2009 to December 2015. In June 2000, Mr. Franchet joined Groupe Arnault SAS., as Senior Vice President in charge of investments for Europatweb S.A., the technology and internet investment group of Bernard Arnault. Mr. Franchet has been involved in over 100 private equity transactions for the past 22 years and has focused on consumer brands for the past 18 years. He has led transactions and has been a board member in companies such as Forte Pharma, Micromania, Nutrition&Sante, SMCP, ba&sh, Pepe Jeans, Hackett, Princess Yachts, Cellular Line (Borsa Italiana: CELL), Stroili Oro and Piazza Sempione. Mr. Franchet graduated from Telecom Paris Tech with a Masters of Computer Science from and Harvard Business School with an M.B.A. from.

Mitchell Gordon, 64 [Resigned 3/13/23]
Director Nominee

Mr. Gordon has worked as a corporate executive, investor and investment banker for over 35 years. Mr. Gordon has served on the board of Mesa Air Group, Inc. (NASDAQ: MESA) since March 2001, the board of Agile Media Group, Inc. since August 2019 and the board of Merchants Fleet since November 2016. Mr. Gordon is affiliated with Weild & Co., where Mr. Gordon has been a Managing Director since December 2017. Mr. Gordon served as Chief Executive Officer of Edition Logistics Management from June 2018 to July 2019. He has been Chief Executive Officer of Edition Capital Partners, a Merchant Banking firm, since January 2016 and was President and Chief Financial Officer of Cambridge Capital Acquisition Corporation from December 2013 to December 2015. He was a Member of the Office of the President and Chief Financial Officer of Interpool (NYSE: IPX) from October 2000 to July 2003 and Chief Executive Officer of Agile Media Group, one of the first nationwide tech-enabled truck-side advertising companies, from August 2019 to present. Mr. Gordon has also served on three other public and private corporate boards and on numerous not-for-profit boards, including HIAS and various boards of Hunter College (CUNY). Mr. Gordon graduated from Harvard Business School with a M.B.A. and from Washington University with a B.S.B.A. in business administration.

Michael Peterson, — [Appointed 3/13/23]
Director

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, — [Appointed 3/13/23]
Director

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, — [Appointed 3/13/23]
Director

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, — [Appointed 3/13/23]
Director

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 Wavestone US, helping Fortune 1000 business and technology leaders accelerate digital transformation. Prior to joining Wavestone US, Siva was Chief Information Officer and SVP of Business Operations at Reviver, an exciting IoT start-up that creates connected digital license plates to enable true autonomous driving. He designed customer digital experiences, unified commerce, supply chain, field service operations and the digital agenda for Reviver. Siva was also VP for IT Digital Transformation and Program Delivery at Aristocrat Technologies. While at Aristocrat Technologies, he led the transformation of business systems for a leading high-tech gaming manufacturer. Siva spent many years at Verifone as a Senior Director supporting technology operations in 40+ countries and also taking on delivery responsibilities. At VeriFone, he built a world-class global integrated supply chain network for agility and efficiency. Mr. Saravanan holds a M.S. in Systems Engineering from Tennessee State University and B.S in Mechanical Engineering from Annamalai University in Chidambaram, India. He is also on the Advisory Board of NishTech Inc., a digital commerce company and the Advisory Council of George Washington University School of Business Digital Program. Siva is a member of Forbes Technology Council contributing regularly.

ByNat Judge