Merger CTAQ.U

Nauticus Robotics, to Become a Publicly Traded Company Via Merger with CleanTech Acquisition Corp.

, SPAC Research

Nauticus Robotics, Inc., a Houston-based developer of cloud-based surface and subsea robots, software, and associated services, and CleanTech Acquisition Corp. (NASDAQ: CLAQ), today announced that they have entered into a definitive business combination agreement that will result in Nauticus becoming a publicly listed company.

The transaction anticipates a pro forma equity value of the combined company is expected to be approximately $561 million with cash on hand of approximately $222 million, assuming no redemptions.

Nauticus is embarking on a rapid growth phase with projected revenue of over $90 million in 2023 with targeted long-term EBITDA margins of approximately 60%.

The current Nauticus shareholders are rolling 100% of their equity into the publicly traded entity and will continue to own approximately 53% of the outstanding shares of common stock on a pro forma basis (assuming no redemptions) immediately after the closing.

It is anticipated that CLAQ’s public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 33% in the Combined Company, the PIPE Investment investors will own approximately 6% of the Combined Company, the co-sponsors, officers, directors and other holders of CLAQ founder shares will retain an ownership interest of approximately 8% of the Combined Company.

The estimated cash proceeds to the Combined Company from the transaction are expected to consist of CLAQ’s approximately $174.2 million of cash in trust (assuming no redemptions) and approximately $73 million from a fully committed PIPE in equity and convertible notes anchored by existing investors. Proceeds from the fully committed PIPE Investment fully cover the minimum cash requirement for the transaction, reducing potential transaction uncertainty.

Chardan acted as exclusive financial advisor to CLAQ and as sole placement agent on the PIPE. Loeb & Loeb acted as the legal advisor to CLAQ. Winston & Strawn acted as the legal advisor to Nauticus.

The board of directors of each of CLAQ and Nauticus approved the transaction, which is expected to close in the first half of 2022. The transaction will require the approval of the stockholders of CLAQ and is subject to other customary closing conditions including the receipt of certain regulatory approvals.

Upon closing of the transaction, CLAQ will be renamed Nauticus Robotics, Inc. and is expected to remain listed on The NASDAQ under the new ticker symbol “KITT.”

Read more