Majic Wheels Corp. Enters Definitive Merger Agreement with OceanTech Acquisitions I Corp. - Seite 2

Jeffrey Coats, Executive Chairman & Chief Strategy Officer of Majic Wheels, comments: “We are delighted to partner with OceanTech as we continue to grow and make waves in the burgeoning blockchain and Web 3 space. Majic Wheels is truly at an inflection point. Our business strategy and our clear and laser-focused vision has paved the way for Majic Wheels to take advantage of new growth opportunities in our fast-growing industry.”

Joseph Adir, CEO of OceanTech comments: “We are pleased to announce our business combination with Majic Wheels, an innovative company operating within the blockchain, fintech, and insurtech markets. We believe that this business combination will not only provide our investors with meaningful returns on their investments, but also assist Majic Wheels in advancing the future of technology. As blockchain has the potential to permeate every major industry, we believe this business combination will allow Majic Wheels to continue its expansion into existing and new markets.”

Transaction Overview

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, subject to, among other things, the approval by OceanTech’s and Majic Wheels’ shareholders, satisfaction of the conditions stated in the Merger Agreement and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), the receipt of certain regulatory approvals, and approval by The Nasdaq Stock Market to list the securities of the Combined Company.