6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

     REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 18, 2009

OCEANAUT, INC.

(Exact name of registrant as specified in its charter)

The Republic of the Marshall Islands

(State or Other Jurisdiction of Incorporation 

 

17^TH Km National Road Athens-Lamia & Finikos Street
145 64 Nea Kifisia
Athens, Greece
(Address of Principal Executive Offices) 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-For Form 40-F:

þ Form 20-F              o Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):         o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):         o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:         oYes           No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):      n/a     

Other Events

     Attached as Exhibit 99.1 is a copy of a press release issued by Oceanaut, Inc. (the “Company”), dated February 18, 2009, announcing that the board of directors of the Company has determined that the Company will not consummate a business combination by the March 6, 2009 deadline provided for in its charter, and that it is advisable that the Company be dissolved. As a result, Oceanaut intends to convene a special meeting of its shareholders on March 16, 2009 to vote on a plan of liquidation and dissolution of the Company. The record date for the special meeting is February 27, 2009.

Financial Statements and Exhibits

Exhibit
Number	Description of Exhibit
99.1	Press Release issued on February 18, 2009

 

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			OCEANAUT, INC.
Date: February 19, 2009	By:	/s/ Gabriel Panayotides
		Gabriel Panayotides, President and
		Chief Executive Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE for February 18, 2009

Contact:
Investor Relations/ Financial Media:	Company:
Capital Link, Inc.	Oceanaut, Inc.
Nicolas Bornozis	Lefteris Papatrifon
President	Chief Financial Officer
230 Park Avenue	17th Km National Road Athens-Lamia & Finikos Street
Suite 1536	145 64 Nea Kifisia
New York, NY 10169	Athens, Greece
Tel. +1 (212) 661-7566	Tel: +30 (210) 6209-520
	Fax: +30 (210) 6209-528
E-mail: nbornozis@capitallink.com
www.capitallink.com	E-Mail: info@oceanautinc.com
	www.oceanautinc.com

OCEANAUT, INC. TO SEEK SHAREHOLDER APPROVAL TO LIQUIDATE AND DISSOLVE

Athens, Greece – February 18, 2009 – Oceanaut, Inc., (AMEX: OKN; OKN.U; OKN.WS; the “Company” or “Oceanaut”) announced today that its board of directors has determined that the Company will not consummate a business combination by the March 6, 2009 deadline provided for in its charter, and that it is advisable that the Company be dissolved. As a result, Oceanaut intends to convene a special meeting of its shareholders on March 16, 2009 to vote on a plan of liquidation and dissolution of the Company. The record date for the special meeting is February 27, 2009.

The Company intends to begin promptly the process of dissolution and liquidating its trust account in accordance with its charter and applicable Marshall Islands law. Assuming shareholder approval of the Company’s plan of liquidation, the Company expects to liquidate its trust account and make an estimated payment of approximately $ 8.27 per share of common stock. No payments will be made in respect of the Company’s outstanding warrants or to any of the Company’s initial shareholders with respect to any shares owned by them prior to the Company’s initial public offering in March 2007, except with respect to 625,000 shares of common stock included in the 1,125,000 insider units purchased by Excel Maritime Carriers Ltd., the Company’s corporate sponsor, in a private placement that closed immediately prior to the consummation of the Company’s initial public offering.

The Company intends to prepare and file with the Securities and Exchange Commission for mailing to its shareholders, as soon as practicable, a definitive proxy statement seeking approval to effect the orderly liquidation and dissolution of the Company.

Forward Looking Statements

This release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The parties may not actually achieve the plans, intentions or

expectations disclosed in the forward-looking statements, and investors should not place undue reliance on the forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements made by the parties. Important factors that could cause actual results or events to differ materially from the forward-looking statements. Oceanaut assumes no obligation to update any forward-looking statements.

Important Additional Information will be filed with the SEC

Oceanaut, Inc. intends to file a definitive proxy statement with the SEC regarding the proposed liquidation and dissolution of the Company.

Shareholders of Oceanaut and other interested persons are advised to read, when available, Oceanaut’s definitive proxy statement in connection with the solicitation of proxies for the special meeting because such proxy statement will contain important information.

The definitive proxy statement will be mailed to stockholders as of the February [21], 2009 record date established for voting on the proposed liquidation and dissolution. Shareholders will also be able to obtain a copy of the definitive proxy statement, without charge, once available, at the SEC’s website http://www.sec.gov or by directing a request to Oceanaut, Inc. at 17th Km National Road Athens-Lamia & Finikos Street, 145 64 Nea Kifisia, Athens, Greece, +30-210-620-9520.

Before making any voting decisions with respect to the proposed liquidation or any of the other matters with respect to which the Company’s shareholders will be asked to vote pursuant to the proxy statement, the Company’s shareholders are urged to read the definitive proxy statement and other documents filed by the Company when they become available.

About Oceanaut, Inc.

Oceanaut, Inc. (AMEX: OKN; OKN.U; OKN.WS) is a blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, vessels or one or more operating businesses in the shipping industry.