Amended Statement of Ownership (sc 13g/a)
February 10 2023 - 11:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.: 1)*
NAUTICUS
ROBOTICS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
63911H 108
(CUSIP
Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON
Schlumberger N.V. (Schlumberger Limited) |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Curaçao |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
8,682,920* |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
8,682,920* |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,682,920* |
10 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 18.4%+ |
12 |
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TYPE OF REPORTING
PERSON HC |
* |
Excludes 1,981,164 additional shares of Common Stock that Schlumberger Technology Corporation (STC)
has the right to receive if, on or before December 16, 2026, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement (Merger Agreement), dated as of December 16, 2021, as amended on
January 30, 2022 and June 6, 2022, by and among CleanTech Acquisition Corp., CleanTech Merger Sub, Inc., Nauticus Robotics, Inc., and Nicolaus Radford, solely in his capacity as the stockholder representative. |
+ |
Based on 47,250,771 shares of Common Stock outstanding as of November 14, 2022, as reported on the Form 10-Q submitted by the Issuer to the Securities and Exchange Commission (the SEC) on November 14, 2022. |
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1 |
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NAME OF REPORTING PERSON
Schlumberger B.V. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Netherlands |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
8,682,920* |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
8,682,920* |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,682,920* |
10 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 18.4%+ |
12 |
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TYPE OF REPORTING
PERSON HC |
* |
Excludes 1,981,164 additional shares of Common Stock that STC has the right to receive if, on or before
December 16, 2026, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement. |
+ |
Based on 47,250,771 shares of Common Stock outstanding as of November 14, 2022, as reported on the Form 10-Q submitted by the Issuer to the SEC on November 14, 2022. |
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1 |
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NAME OF REPORTING PERSON
Schlumberger Holdings Corporation |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware, United
States |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
8,682,920* |
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7 |
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SOLE DISPOSITIVE POWER
0 |
|
8 |
|
SHARED DISPOSITIVE POWER
8,682,920* |
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9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,682,920* |
10 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
11 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 18.4%+ |
12 |
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TYPE OF REPORTING
PERSON HC |
* |
Excludes 1,981,164 additional shares of Common Stock that STC has the right to receive if, on or before
December 16, 2026, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement. |
+ |
Based on 47,250,771 shares of Common Stock outstanding as of November 14, 2022, as reported on the Form 10-Q submitted by the Issuer to the SEC on November 14, 2022. |
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1 |
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NAME OF REPORTING PERSON
Schlumberger Technology Corporation |
2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
|
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Texas, United
States |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
|
6 |
|
SHARED VOTING POWER
8,682,920* |
|
7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
|
SHARED DISPOSITIVE POWER
8,682,920* |
|
|
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9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,682,920* |
10 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
11 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 18.4%+ |
12 |
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TYPE OF REPORTING
PERSON CO |
* |
Excludes 1,981,164 additional shares of Common Stock that STC has the right to receive if, on or before
December 16, 2026, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement. |
+ |
Based on 47,250,771 shares of Common Stock outstanding as of November 14, 2022, as reported on the Form 10-Q submitted by the Issuer to the SEC on November 14, 2022. |
Nauticus Robotics, Inc.
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(b) |
Address of Issuers Principal Executive Offices: |
17146 Feathercraft Lane, Suite 450
Webster, TX 77598
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(a) |
Name of Person Filing: |
This Schedule 13G/A is being jointly filed on behalf of the following persons (collectively, the Reporting Persons):
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(i) |
Schlumberger N.V. (Schlumberger Limited), a corporation formed under the laws of Curaçao
(SLB); |
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(ii) |
Schlumberger B.V., a corporation formed under the laws of the Netherlands (SBV);
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(iii) |
Schlumberger Holdings Corporation, a corporation formed under the laws of Delaware, United States
(SHC); and |
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(iv) |
Schlumberger Technology Corporation, a corporation formed under the laws of Texas, United States
(STC). |
SLB is the sole stockholder of SBV. SBV is the sole stockholder of SHC. SHC is the sole stockholder
of STC.
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(b) |
Address of Principal Business Office: |
The business address of SLB for purposes of this Schedule 13G/A is 5599 San Felipe, 17th Floor, Houston, Texas 77056. The
business address of SBV is Parkstraat 83, 2514 JG The Hague, Netherlands. The business address of each of SHC and STC is 300 Schlumberger Drive, Sugar Land, Texas 77478.
The information required by Item 3(c) is set forth in Row 4 of the cover pages hereto for each Reporting Person and is incorporated herein by
reference for each such Reporting Person.
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(d) |
Title of Class of Securities: |
Common Stock
63911H 108
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not
applicable.
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover
pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
Item 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
Item 9. |
Notice of Dissolution of a Group. |
Not applicable.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 10, 2023
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Schlumberger Limited |
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By: |
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/s/ Samantha Blons |
Name: |
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Samantha Blons |
Title: |
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Assistant Secretary |
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Schlumberger B.V. |
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By: |
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/s/ Eileen Hardell |
Name: |
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Eileen Hardell |
Title: |
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Secretary |
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Schlumberger Holdings Corporation |
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By: |
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/s/ Jeanne Morrissette |
Name: |
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Jeanne Morrissette |
Title: |
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Treasurer |
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Schlumberger Technology Corporation |
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By: |
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/s/ Arindam Bhattacharya |
Name: |
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Arindam Bhattacharya |
Title: |
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Vice President |
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