Thursday, June 23, 2022

Nauticus Robotics to go public via SPAC Merger

Nauticus Robotics Inc. announced that it has agreed to a merger with CleanTech Acquisition Corp. that will result in Nauticus becoming a publicly traded company. The Houston-based developer of surface and subsea robots, software, and associated services said the transaction will result in a valuation of more than $500 million.

“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.”

Nicolaus Radford, founder, chairman, and CEO of Nauticus

Nauticus said it operates in the $2.5 trillion ocean economy, where it targets the rapidly expanding multibillion-dollar bluetech robotics, data, and services market. Existing approaches use large vessels that can have severe drawbacks. These include operating costs that can reach as high as $100,000 per day, with fuel emissions of up to 70 metric tons of CO2 per day. They largely use antiquated, maintenance-heavy, hydraulic machines with little to no advanced technologies, said the company.

In contrast, Nauticus claimed that its subsea technologies could save customers over 50% compared with traditional methods, eliminate nearly all greenhouse gas emissions, and significantly reduce the need for on-site personnel.

“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.”

Nicolaus Radford, founder, chairman, and CEO of Nauticus

The parties said they expect the pro forma equity value of the combined company to be about $561 million with cash on hand of approximately $222 million, assuming no redemptions.

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) in equity and convertible notes anchored by existing investors. The PIPE is anchored by Schlumberger, Transocean, AeroVironment, and Material Impact, as well as a large private university endowment.

Upon the closing of the transaction, and assuming no redeptions or issues of common stock, CLAQ’s public stockholders will own about 33%; the PIPE investors will own approximately 6%; and the co-sponsors, officers, directors and other holders of CLAQ founder shares will own about 8% of the combined company. Current Nauticus stockholders would 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.

An investor conference call from this morning will be available for 14 days. Additional information about the proposed transaction will be provided in a Current Report on Form 8-K to be filed by CLAQ with the U.S. Securities and Exchange Commission.

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