Nauticus Robotics, Inc., a Houston-based developer of cloud-based
surface and subsea robots, software, and associated services, and
CleanTech Acquisition Corp. (NASDAQ: CLAQ), a publicly traded
special purpose acquisition company, today announced that they have
entered into a definitive business combination agreement that will
result in Nauticus becoming a publicly listed company.
Upon closing of the transaction, CLAQ will be renamed Nauticus
Robotics, Inc. and is expected to remain listed on NASDAQ under the
new ticker symbol “KITT” (the “Combined Company”).
Nauticus develops revolutionary cloud-based autonomy software to
enable a smarter and more sustainable ocean industry using its
fleet of autonomous robots from the surface to the seabed. These
robots are enabled by the Nauticus Software Suite, a platform of
AI/ML technologies designed to disrupt the legacy methods in the
marine industry. Its first product offering, Aquanaut, is the
world’s first tetherless underwater robot capable of robust
decision making for both long distance ocean data collection and
close-in dexterous manipulation of the subsea environment,
supporting government & defense and other commercial industry
sectors. Nauticus’ software, robots, and services provide customers
the necessary data collection, analytics, and subsea manipulation
capabilities to support and maintain assets, while significantly
reducing their operational and carbon footprints to improve
offshore health, safety, and environmental exposure.
Nauticus operates in the $2.5 trillion ocean economy where it
targets the rapidly expanding multibillion dollar bluetech
robotics, data, and services market with a disruptive product
offering. Some incumbent solutions utilize large vessels that can
have severe drawbacks, including operating costs that can reach as
high as $100,000 per day with large fuel emissions of up to 70
metric tons of CO2 per day and largely utilize antiquated,
maintenance-heavy, hydraulic machines with little to no advanced
technologies. In contrast, Nauticus’ expected service pricing would
save customers over 50% compared to traditional methods while
eliminating nearly the entire greenhouse gas emissions with a
significant reduction in required onsite personnel needs.
The Company’s estimated revenues in 2021 are approximately $8.2
million, with strong visibility to achieve robust growth in
subsequent years, including currently contracted orders that would
more than double revenue in 2022. Nauticus’ robotic systems and
services will be delivered to commercial and government-facing
customers primarily through a Robotics as a Service (RaaS) business
model but could also include strategic partnerships for unit sales.
The strong unit economics of the RaaS model target long-term
corporate EBITDA margins of approximately 60%.
Nauticus Founder, Chairman & Chief Executive Officer,
Nicolaus Radford and the current management team will continue to
lead the Combined Company.
Radford said: “The passion and conviction of our team at
Nauticus has fueled the creation of a truly disruptive and
innovative company in the ocean space, and we are eager to take the
next step in our growth trajectory as a public company. A
substantial core of our team has been together, first starting at
NASA and now at Nauticus for 15 to 20 years and I am inspired by
their relentless pursuit toward this dream. Their talent and
efforts are second to none and I could not be prouder of what we
have and will accomplish. The ocean will be the epicenter in our
fight against climate change and the offshore ocean services
industry has signaled the beginning of a major technology
revolution to combat it. Toward that end, we have brought to market
a suite of products and services that can make a significant impact
on our customers’ cost profile, carbon footprint, and safety by
reducing the reliance on costly and carbon intensive surface assets
that traditionally service the many sectors of this industry.”
Eli Spiro, CEO of CLAQ, commented: “CLAQ was
created to find a great business that has a positive impact on the
world’s carbon footprint. We set a high bar for ourselves and could
not be more impressed with Nic and the entire Nauticus team. We
believe Nauticus’ RaaS model has the potential for strong returns
while operating in a market in dire need of disruption. The high
caliber of partners and investors Nauticus has attracted, including
blue-chip customers in the offshore industry, is impressive and we
believe this validates their technology and solution. On a personal
note, it has been a tremendous pleasure to get to know and work
with Nic – he’s a true leader and has been an inspiration to all of
us at CleanTech throughout this transaction.”
Transaction OverviewThe pro forma equity
valuation (assuming no redemptions) of the Combined Company is
expected to be approximately $561 million. 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 Private Investment in Public Equity (“PIPE
Investment”) 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.
Upon the closing of the transaction, and assuming none of CLAQ’s
public stockholders elect to redeem their shares of common stock
and no additional shares of common stock are issued upon the
closing of the transaction, 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, and the
Nauticus stockholders will own approximately 53% of the Combined
Company. These values exclude $75 million of earn-out shares that
would be paid in common stock if applicable requirements are
met.
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. The transaction will
also require the approval of the stockholders of Nauticus.
Stockholders holding the requisite vote of Nauticus have executed a
support agreement and have agreed to vote in favor of the merger
and related transactions by unanimous written consent or at a
meeting of stockholders when called by Nauticus.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by CLAQ with the SEC and available at www.sec.gov.
AdvisorsChardan acted as exclusive financial
advisor to CLAQ and as sole placement agent on the PIPE. Loeb &
Loeb LLP acted as the legal advisor to CLAQ. Winston & Strawn
LLP acted as the legal advisor to Nauticus.
Investor Conference CallNauticus and CLAQ will
host a joint investor conference call to discuss the proposed
transaction on Friday, December 17, 2021 at 8:30 a.m. Eastern Time.
All interested parties may listen by selecting the webcast link
here. Parties who wish to participate in the webcast via
teleconference may dial 877-825-4893, or parties outside of the
U.S. may dial 409-216-0806. The conference ID number is 4017137. An
audio-only replay will be available for replay two hours after the
call's completion for a period of 14 days. To access the recording,
please dial 855-859-2056 or 404-537-3406 and when prompted for the
conference ID, enter 4017137.
About NauticusNauticus, 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 include 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 CLAQCleanTech 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.
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.
Important Additional Information Regarding the
Transaction Will Be Filed With the SECIn connection with
the proposed business combination, CLAQ intends to file with the
SEC a registration statement on Form S-4 containing a preliminary
proxy statement and a preliminary prospectus of CLAQ, and after the
registration statement is declared effective, CLAQ will mail a
definitive proxy statement/prospectus/consent solicitation
statement relating to the proposed business combination to its
stockholders and Nauticus’ shareholders. This press release does
not contain all the information that should be considered
concerning the proposed business combination and is not intended to
form the basis of any investment decision or any other decision in
respect of the business combination. CLAQ’s stockholders and other
interested persons are advised to read, when available, the
preliminary proxy statement/prospectus/consent solicitation
statement and the amendments thereto and the definitive proxy
statement/prospectus/consent solicitation statement and other
documents filed in connection with the proposed business
combination, as these materials will contain important information
about Nauticus, CLAQ and the proposed business combination. When
available, the definitive proxy statement/prospectus/consent
solicitation statement and other relevant materials for the
proposed business combination will be mailed to stockholders of
CLAQ as of a record date to be established for voting on the
proposed business combination. Such stockholders will also be able
to obtain copies of the preliminary proxy
statement/prospectus/consent solicitation statement, the definitive
proxy statement/prospectus/consent solicitation statement and other
documents filed with the SEC, without charge, once available, at
the SEC’s website at www.sec.gov, or by directing a request to
CleanTech Acquisition Corporation, 207 West 25th Street, 9th Floor,
New York, New York 10001, Attention: Eli Spiro, Chief Executive
Officer.
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 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.
For investor and media inquiries, please
contact:Gateway GroupIR: Cody Slach or
Jeff Grampp, CFAPR: Jordan Schmidt or Natalie BalladarschPhone:
(949) 574-3860E-mail : CLAQ@gatewayir.com
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