CleanTech Acquisition Corp. (NASDAQ: CLAQ) (“CLAQ”), a publicly
traded special purpose acquisition company, today announced that it
has filed with the U.S. Securities and Exchange Commission a
registration statement on Form S-4. The filing includes a
preliminary proxy statement/prospectus in connection with CLAQ’s
proposed business combination with Nauticus Robotics, Inc.
(“Nauticus” or the “Company”), a Houston-area developer of surface
and subsea robots, cloud software, and associated services.
CLAQ and Nauticus recently entered into a
definitive merger agreement, which they jointly announced on
December 17, 2021. The transaction reflects a pro forma equity
value of the combined company of approximately $561 million,
assuming no redemptions. A fully committed PIPE of approximately
$73 million in equity and convertible notes is anchored by
Schlumberger (NYSE: SLB), Transocean (NYSE: RIG), AeroVironment
(NASDAQ: AVAV), Material Impact and a large private university
endowment, representing sufficient capital to meet the minimum cash
required to close the transaction and to fully fund Nauticus’
business plan until 2026.
Upon completion of the transaction, the combined
company expects to be listed on the Nasdaq under the ticker symbol
“KITT”. The transaction, which has been approved by the CLAQ Board
of Directors and Nauticus Board of Directors, is expected to close
in the first half of 2022. The transaction remains subject to
approval by CLAQ and Nauticus shareholders and the satisfaction or
waiver of customary closing conditions (including receipt of
required regulatory approvals).
A link to the filing is available on CLAQ’s
website at www.cleantechac.com, in the “Investors Relations”
section of the Nauticus website at www.nauticusrobotics.com and can
be viewed on the SEC’s website at www.sec.gov.
About NauticusNauticus, is a
Houston-area developer of cloud-based subsea robots and software to
provide 21st century ocean robotic solutions to combat the global
impacts on the world’s marine environment. The interconnected,
purpose-built product ecosystem of both surface and subsea robots
is powered by Nauticus’ autonomous software platform that affords
ocean robots real machine intelligence, not just automation. This
approach targets transforming the industry to an economically
efficient and environmentally sustainable model. 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 CLAQCleanTech Acquisition
Corp. is a special purpose acquisition company formed in June 2020
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.
Important Information Regarding the
Transaction and Where to Find ItThis 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.
Forward-Looking StatementsThis
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 SolicitationThis
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
SolicitationCLAQ 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 is set forth in CLAQ’s registration statement on Form
S-4, including a proxy statement/prospectus, which has been 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 is also in the
Registration Statement filed with the SEC by CLAQ, which includes
the proxy statement/prospectus of CLAQ for the proposed
transaction.
For investor and media inquiries, please
contact:Gateway GroupIR: Cody Slach or
Jeff Grampp, CFAPR: Natalie BalladarschPhone: (949)
574-3860E-mail : CLAQ@gatewayir.com
Transocean (NYSE:RIG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Transocean (NYSE:RIG)
Historical Stock Chart
From Apr 2023 to Apr 2024