NEW YORK, Nov. 15, 2022 (GLOBE NEWSWIRE) — Majic Wheels Corp. (“Majic Wheels”) ( MJWL), a holding firm that operates by means of its subsidiary corporations targeted on disruptive industries reminiscent of Fintech, Insurtech, software program improvement, and crypto trade platform, by means of strategic acquisitions, and OceanTech Acquisitions I Corp. (“OceanTech”) ( OTEC/OTECU/OTECW), a particular goal acquisition firm, in the present day introduced that they’ve entered right into a definitive enterprise mixture settlement (the “Merger Settlement”) that may end in Majic Wheels changing into a publicly listed firm on The Nasdaq Inventory Market LLC. Moreover, concurrent and in reference to the Merger Settlement, OceanTech and Majic Wheels have entered right into a Ahead Share Buy Settlement for as much as $40 million dedicated backstop by Meteora Capital Companions and its associates (collectively, “Meteora”).
Upon closing of the transaction, OceanTech shall be renamed Majic Corp. (the “Mixed Firm”) and expects to stay listed on The Nasdaq Inventory Market LLC beneath the ticker image “MJWL” with a mixed enterprise worth of $333,360,290 on the signing of the Merger Settlement. The Merger Settlement consists of an earn-out consideration of as much as $500,000,000 USD (50 million shares, together with 10 million shares topic to the RSU Incentive Plan) over the subsequent three years, based mostly upon sure “triggering occasions” relating to the efficiency of the Mixed Firm and its administration.
Led by a workforce of seasoned professionals from each conventional and digital markets, Majic Wheels has established a presence in Singapore, Malaysia, Mauritius and India, and is hoping to plant its roots within the UAE.
Majic Wheels’ ecosystem consists of property reminiscent of Calfin International Crypto Trade (“CGCX”), the world’s main hybrid trade, and PCEX, an Indian trade that’s remodeling the B2B crypto panorama in over 250 places inside India. CGCX supplies clients with a excessive caliber, safe, and simple-to-navigate crypto buying and selling expertise by combining 4 blockchain companies onto a single platform. This features a crypto trade, service provider options, good contracts, and an preliminary coin providing (“ICO”) platform.
Sathyanandham Anguswami, CEO of Majic Wheels, feedback: “Majic Wheels has spent the previous 12 months remodeling and refocusing its core enterprise, while concurrently innovating it throughout a historic macro-economic downturn. Because of this, we’re excited to be rising with a price proposition that’s stronger than ever, and for which this Merger Settlement with OceanTech shall be invaluable.”
Jeffrey Coats, Government Chairman & Chief Technique Officer of Majic Wheels, feedback: “We’re delighted to accomplice with OceanTech as we proceed to develop and make waves within the burgeoning blockchain and Internet 3 area. Majic Wheels is really at an inflection level. Our enterprise technique and our clear and laser-focused imaginative and prescient has paved the best way for Majic Wheels to benefit from new progress alternatives in our fast-growing trade.”
Joseph Adir, CEO of OceanTech feedback: “We’re happy to announce our enterprise mixture with Majic Wheels, an revolutionary firm working inside the blockchain, fintech, and insurtech markets. We imagine that this enterprise mixture won’t solely present our buyers with significant returns on their investments, but additionally help Majic Wheels in advancing the way forward for expertise. As blockchain has the potential to permeate each main trade, we imagine this enterprise mixture will enable Majic Wheels to proceed its enlargement into present and new markets.”
Transaction Overview
The proposed Merger Settlement represents a transaction worth of roughly $200,000,000 USD (20 million shares). Moreover, sure recipients as additional described within the Merger Settlement could obtain earn-out consideration equal to a most of $500,000,000 USD (50 million shares, together with 10 million shares topic to the RSU Incentive Plan) upon sure “triggering occasions” which are based mostly on the Mixed Firm’s future income. Upon closing, after giving impact to any redemptions and any funded PIPE funding, and earlier than bills, the Mixed Firm can obtain a most of $106,100,000 in money held in belief by OceanTech, which can embrace the assured backstop association for the belief. The boards of administrators of Majic Wheels and OceanTech have unanimously authorized the proposed enterprise mixture, which is anticipated to be accomplished in 1H 2023, topic to, amongst different issues, the approval by OceanTech’s and Majic Wheels’ shareholders, satisfaction of the circumstances said within the Merger Settlement and different customary closing circumstances, together with a registration assertion being declared efficient by the U.S. Securities and Trade Fee (the “SEC”), the receipt of sure regulatory approvals, and approval by The Nasdaq Inventory Market to checklist the securities of the Mixed Firm.
Further details about the proposed transaction, together with a duplicate of the Merger Settlement, this press launch, and an investor presentation, shall be offered in a Present Report on Type 8-Ok to be filed by OceanTech with the SEC and out there at www.sec.gov. Extra details about the proposed transaction will even be described in OceanTech’s proxy assertion/prospectus referring to the enterprise mixture, which it’s going to file with the SEC.
Advisors
Nelson Mullins Riley & Scarborough LLP is serving as authorized advisor to OceanTech. Norton Rose Fulbright US LLP is serving as authorized advisor to Majic Wheels.
About OceanTech Acquisition I Corp.
OceanTech Acquisitions I Corp. is a clean test firm shaped for the aim of effecting a merger, capital inventory trade, asset acquisition, inventory buy, reorganization or comparable enterprise mixture with a number of companies. OceanTech is sponsored by OceanTech Acquisitions I Sponsors LLC, an affiliate of investor and entrepreneur Joseph Adir. For extra details about OceanTech, please go to their web site at https://oceantechspac.com/and their publicly out there filings at www.sec.gov.
About Majic Wheels
Majic Wheels Corp., listed and traded on the Over-the-Counter Market (OTC) beneath the buying and selling image “MJWL”, is a Wyoming holding company that operates by means of its subsidiary corporations in superior, disruptive industries like Fintech, Insurtech, software program improvement, and crypto by way of considerate and diverse acquisitions. For extra details about Majic Wheels, please go to their web site at https://majiccorp.co/.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
For added data on the proposed transaction, see OceanTech’s Present Report on Type 8-Ok, which shall be filed concurrently with this press launch. In reference to the proposed transaction, the events intend to file related supplies with the Securities and Trade Fee, together with a registration assertion on Type S-4 to be filed by OceanTech with the SEC, which can embrace a proxy assertion/prospectus of OceanTech, and can file different paperwork relating to the proposed transaction with the SEC. OceanTech’s shareholders and different individuals are suggested to learn, when out there, the preliminary proxy assertion/prospectus and the amendments thereto and the definitive proxy assertion and paperwork integrated by reference therein filed in reference to the proposed enterprise mixture, as these supplies will include necessary details about Majic Wheels, OceanTech, and the proposed enterprise mixture. Promptly after the Type S-4 is asserted efficient by the SEC, OceanTech will mail the definitive proxy assertion/prospectus and a proxy card to every shareholder entitled to vote on the assembly referring to the approval of the Enterprise Mixture and different proposals set forth within the proxy assertion/prospectus. Earlier than making any voting or funding determination, buyers and stockholders of OceanTech are urged to fastidiously learn the whole registration assertion and proxy assertion/prospectus, once they develop into out there, and every other related paperwork filed with the SEC, in addition to any amendments or dietary supplements to those paperwork, as a result of they are going to include necessary details about the proposed transaction. The paperwork filed by OceanTech with the SEC could also be obtained freed from cost on the SEC’s web site at www.sec.gov, or by directing a request to OceanTech Acquisitions I Corp., 515 Madison Avenue, eighth Ground – Suite 8133, New York, New York, 10022 or (929) 412-1272.
Contributors in Solicitation
OceanTech and its administrators and govt officers could also be deemed individuals within the solicitation of proxies from its stockholders with respect to the enterprise mixture. A listing of the names of these administrators and govt officers and an outline of their pursuits in OceanTech shall be included within the proxy assertion/prospectus for the proposed enterprise mixture when out there at www.sec.gov. Details about OceanTech’s administrators and govt officers and their possession of OceanTech frequent inventory is about forth within the OceanTech Type 10-Ok, dated March 16, 2022, and of their prospectus dated Might 27, 2021, as modified or supplemented by any Type 3 or Type 4 filed with the SEC because the date of such submitting. Different data relating to the pursuits of the individuals within the proxy solicitation shall be included within the proxy assertion/prospectus pertaining to the proposed enterprise mixture when it turns into out there. These paperwork will be obtained freed from cost from the supply indicated above.
Majic Wheels and their respective administrators and govt officers might also be deemed to be individuals within the solicitation of proxies from the stockholders of Majic Wheels in reference to the proposed enterprise mixture. A listing of the names of such administrators and govt officers and knowledge relating to their pursuits within the proposed enterprise mixture shall be included within the proxy assertion/prospectus for the proposed enterprise mixture.
FORWARD-LOOKING STATEMENTS
This communication comprises “forward-looking statements” inside the that means of the Non-public Securities Litigation Reform Act of 1995. Such statements embrace, however usually are not restricted to, statements about future monetary and working outcomes, our plans, targets, expectations and intentions with respect to future operations, services and products; and different statements recognized by phrases reminiscent of “will doubtless outcome,” “are anticipated to,” “will proceed,” “is anticipated,” “estimated,” “imagine,” “intend to,” “plan,” “projection,” “outlook,” “hope to” or phrases of comparable that means. These forward-looking statements embrace, however usually are not restricted to, statements relating to Majic Wheels’ trade and market sizes, future alternatives for Majic Wheels and OceanTech, Majic Wheels’ estimated future outcomes and the proposed enterprise mixture between OceanTech and Majic Wheels, together with the implied enterprise worth, the anticipated transaction and possession construction and the chance, timing and skill of the events to efficiently consummate the proposed transaction. Such forward-looking statements are based mostly upon the present beliefs and expectations of our administration and are inherently topic to vital enterprise, financial and aggressive uncertainties and contingencies, a lot of that are troublesome to foretell and customarily past our management. Precise outcomes and the timing of occasions could differ materially from the outcomes anticipated in these forward-looking statements.
Along with elements beforehand disclosed in OceanTech’s experiences filed with the SEC and people recognized elsewhere on this communication, the next elements, amongst others, may trigger precise outcomes and the timing of occasions to vary materially from the anticipated outcomes or different expectations expressed within the forward-looking statements: incapability to satisfy the closing circumstances to the enterprise mixture, together with the incidence of any occasion, change or different circumstances that would give rise to the termination of the Merger Settlement; the lack to finish the transactions contemplated by the Merger Settlement because of the failure to acquire approval of OceanTech’s shareholders, the failure to attain the minimal amount of money out there following any redemptions by OceanTech shareholders, redemptions exceeding a most threshold or the failure to satisfy The Nasdaq Inventory Market’s preliminary itemizing requirements in reference to the consummation of the contemplated transactions; prices associated to the transactions contemplated by the Merger Settlement; a delay or failure to appreciate the anticipated advantages from the proposed transaction; dangers associated to disruption of administration’s time from ongoing enterprise operations because of the proposed transaction; modifications within the cryptocurrency and digital asset markets through which Majic Wheels supplies insurance coverage and infrastructure providing companies, together with with respect to its aggressive panorama, expertise evolution or regulatory modifications; modifications in home and international basic financial circumstances, threat that Majic Wheels could not be capable of execute its progress methods, together with offering software program options for the broad blockchain expertise, and figuring out, buying, and integrating acquisitions; dangers associated to the continued COVID-19 pandemic and response; threat that Majic Wheels could not be capable of develop and keep efficient inner controls; and different dangers and uncertainties indicated in OceanTech’s ultimate prospectus, dated Might 27, 2021, for its preliminary public providing, and the proxy assertion/prospectus referring to the proposed enterprise mixture, together with these beneath “Danger Elements” therein, and in OceanTech’s different filings with the SEC. OceanTech and Majic Wheels warning that the foregoing checklist of things just isn’t unique.
Precise outcomes, efficiency or achievements could differ materially, and probably adversely, from any projections and forward-looking statements and the assumptions on which these forward-looking statements are based mostly. There will be no assurance that the info contained herein is reflective of future efficiency to any diploma. You’re cautioned to not place undue reliance on forward-looking statements as a predictor of future efficiency as projected monetary data and different data are based mostly on estimates and assumptions which are inherently topic to numerous vital dangers, uncertainties and different elements, a lot of that are past our management. All data set forth herein speaks solely as of the date hereof within the case of details about OceanTech and Majic Wheels or the date of such data within the case of knowledge from individuals apart from OceanTech or Majic Wheels, and we disclaim any intention or obligation to replace any forward-looking statements on account of developments occurring after the date of this communication. Forecasts and estimates relating to Majic Wheels’ trade and finish markets are based mostly on sources we imagine to be dependable, nonetheless there will be no assurance these forecasts and estimates will show correct in complete or partially. Annualized, professional forma, projected and estimated numbers are used for illustrative goal solely, usually are not forecasts and should not mirror precise outcomes.
No Supply or Solicitation
This press launch shall not represent a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed enterprise mixture. This press launch shall additionally not represent a proposal to promote or the solicitation of a proposal to purchase any securities, nor shall there be any sale of securities in any states or jurisdictions through which such provide, solicitation, or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides via a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contact Info:
Investor Relations
Lena Cati
The Fairness Group, Inc.
(212) 836-9611
[email protected]
Investor Relations
Majic Wheels Corp.
[email protected]
