Filed by CleanTech Acquisition Corp.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant
to Rule 14a-2
under the Securities Exchange Act of 1934
Subject Company: CleanTech Acquisition Corp.
(File No. 333-262431)
Nauticus
Robotics to Launch Nauticus Fleet, Pioneering Untethered Robot Teaming for Offshore Industry
20 Hydronaut - Aquanaut pairs to be Delivered Beginning
in Q4 of 2022; Strategically Deployed to Bases Around the World to Serve Multiple Offshore Industries
Houston – April 26, 2022 –
Nauticus Robotics Inc. (“Nauticus” or “Company”), a Houston-area developer of subsea and surface robotic services
using autonomy software, announced today the initial production run of Nauticus Fleet, a robotic navy of 20 Hydronaut - Aquanaut
pairs. These tandem pairs will be deployed in multiple offshore industries serving applications ranging from subsea maintenance and intervention
to data collection activities. These first sets of robots will be delivered in Q4 2022, with the remainder being fulfilled by the end
of 2024.
Nauticus is currently planning regional operations
within the Gulf of Mexico, Norway, the United Kingdom, and Brazil. These regional bases will provide local subject matter expertise and
logistics to maintain the highest quality of services. Eventually, Nauticus plans to have operational bases around the world, strategically
located and equipped with local remote operation centers and service teams.
Hydronaut transporting Aquanaut
“Nauticus Fleet
represents the most promising operational and technological step changes in this industry,” said Nicolaus Radford, CEO of Nauticus.
“We are on a mission to create a future where more autonomous and intelligent robots are used to significantly reduce environmental
impact and human exposure to hazards, while at the same time improving the bottom line for our clients.”
The surface aspect of the fleet is Hydronaut,
an 18-meter optionally crewed autonomous surface vessel (ASV) that supports the launch, recovery and real-time operations of Aquanaut,
its undersea robotic counterpart. Hydronaut ferries Aquanaut to and from the worksite and supports battery recharges and the communications
link from the local remote operations center for supervised autonomous operations. Additional technical and operational support can be
provided from Nauticus’ Houston-based global remote operations center.
Aquanaut is a fully electric, free-swimming subsea
robot, controlled through acoustic communication networking and can perform a wide range of data collection, inspection, and manipulation
tasks. Aquanaut’s defining capability is operating in two separate modes: actively transforming itself between the excursion and
intervention configurations. Excursion mode involves the usage of data collection and perception sensors during transit, while intervention
mode uses two electric work-class manipulators (Nauticus’ Olympic Arms) to perform work in the subsea environment.
Nauticus Fleet uses 21st century ocean
robotic technologies to combat climate change and the global impact on the world’s marine environment. The cooperative pairing of
both surface and subsea robots is enabled by ToolKITT, Nauticus’ autonomous software platform that affords robust machine intelligence
in addition to just automation. We at Nauticus believe that this technology will impact the industry in three distinct ways: a greater
than 90 percent reduction in greenhouse gas emissions over conventional methods; a greater than 50 percent reduction in operational cost;
and an up to 90 percent reduction in personnel deployed offshore.
On December 16, 2021, Nauticus and CleanTech Acquisition
Cop. (NASDAQ: CLAQ), a special purpose acquisition corporation, entered into a definitive business combination agreement that would result
in Nauticus becoming a public company.
About Nauticus
Nauticus Robotics Inc. is a Houston-based
developer of cloud-based subsea robots, software, and services delivered in a modern business model to the ocean industry. Nauticus’
robotic systems will be delivered to commercial and government-facing customers primarily through a Robotics as a Service (RaaS) business
model but also through direct product sales. This modernized approach to ocean robotics as a service has resulted in the development of
a range of products for retrofit/upgrading legacy systems and other vehicle platforms. Nauticus’ services provide customers the
necessary data collection, analytics, and subsea manipulation capabilities to support and maintain assets while significantly reducing
their operational footprint, operating cost, and greenhouse gas emissions, to improve offshore health, safety, and environmental exposure.
About CLAQ
CleanTech Acquisition Corp. is a special purpose
acquisition company formed in January 2021 with the purpose of entering into a business combination with one or more businesses. CleanTech
Sponsor I LLC and CleanTech Investments LLC, an affiliate of Chardan, are the founders and co-sponsors of CLAQ.
Nauticus Contact:
Todd Newell
SVP Business Development
Phone: (281) 942-9069
E-mail : tnewell@nauticusrobotics.com
For investor and media inquiries, please contact:
Gateway Group, Inc.
IR: Cody Slach or Jeff Grampp, CFA
PR: Zach Kadletz
Phone: (949) 574-3860
E-mail: CLAQ@gatewayir.com
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and section 21E of
the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are based on beliefs and assumptions and on information currently
available to CLAQ and Nauticus. In some cases, you can identify forward-looking statements by the following words: “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,”
“continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other
similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these
words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including
projections of market opportunity and market share, the capability of Nauticus’ business plans including its plans to expand, the
sources and uses of cash from the proposed transaction, the anticipated enterprise value of the combined company following the consummation
of the proposed transaction, any benefits of Nauticus’ partnerships, strategies or plans as they relate to the proposed transaction,
anticipated benefits of the proposed transaction and expectations related to the terms and timing of the proposed transaction are also
forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Although each
of CLAQ and Nauticus believes that it has a reasonable basis for each forward-looking statement contained in this communication, each
of CLAQ and Nauticus caution you that these statements are based on a combination of facts and factors currently known and projections
of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus
on Form S-4 relating to the proposed transaction, which is expected to be filed by CLAQ with the SEC and other documents filed by CLAQ
or Nauticus from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements. Neither CLAQ nor Nauticus
can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are
subject to a number of risks and uncertainties, including, among others, the ability to complete the business combination due to the failure
to obtain approval from CLAQ’s stockholders or satisfy other closing conditions in the business combination agreement, the occurrence
of any event that could give rise to the termination of the business combination agreement, the ability to recognize the anticipated benefits
of the business combination, the amount of redemption requests made by CLAQ’s public stockholders, costs related to the transaction,
the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement
and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and
uncertainties, including those to be included under the heading “Risk Factors” in the final
prospectus for CLAQ’s initial public offering filed with the SEC on July 16, 2021 and in its subsequent quarterly reports
on Form 10-Q and other filings with the SEC. There may be additional risks that neither CLAQ or Nauticus presently know or that CLAQ and
Nauticus currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation
or warranty by CLAQ, Nauticus, their respective directors, officers or employees or any other person that CLAQ and Nauticus will achieve
their objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent the
views of CLAQ and Nauticus as of the date of this communication. Subsequent events and developments may cause those views to change. However,
while CLAQ and Nauticus may update these forward-looking statements in the future, there is no current intention to do so, except to the
extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of CLAQ
or Nauticus as of any date subsequent to the date of this communication.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not
constitute an offer to sell or a solicitation of an offer to buy any securities of CLAQ or Nauticus, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Participants in the Solicitation
CLAQ and Nauticus and their respective directors,
executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of CLAQ’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of CLAQ’s stockholders in connection with the proposed business combination
will be set forth in CLAQ’s registration statement on Form S-4, including a proxy statement/prospectus/consent solicitation statement,
when it is filed with the SEC. Investors and security holders may obtain more detailed information regarding the names and interests
in the proposed transaction of CLAQ’s directors and officers in CLAQ’s filings with the SEC and such information will also
be in the Registration Statement to be filed with the SEC by CLAQ, which will include the proxy statement/prospectus/consent solicitation
statement of CLAQ for the proposed transaction.
Important Information Regarding the Transaction
and Where to Find It
This press release references the proposed merger
transaction announced previously involving CleanTech Acquisition Corp. and Nauticus. CLAQ has filed a registration statement on Form S-4
with the SEC, which includes a proxy statement and prospectus of CLAQ, and CLAQ will file other documents regarding the proposed transaction
with the SEC. A definitive proxy statement/prospectus will also be sent to the stockholders of CLAQ, seeking required stockholder approval.
Before making any voting or investment decision, investors and security holders of CLAQ are urged to carefully read the entire registration
statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as
any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The
documents filed by CLAQ with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents
filed by CLAQ with the SEC may be obtained free of charge upon written request to CleanTech Acquisition Corporation, 207 West 25th Street,
9th Floor, New York, New York 10001, Attention: Eli Spiro, Chief Executive Officer.
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