CleanTech Acquisition Corp. (“CLAQ”) (NASDAQ: CLAQ), a publicly
traded special purpose acquisition company, and Nauticus Robotics,
Inc. (“Nauticus”), a Houston-area developer of subsea and surface
robotic services using autonomy software, announced today that
CLAQ’s registration statement on Form S-4 (the “Registration
Statement”), relating to the previously announced proposed business
combination between CLAQ and Nauticus (the “Business Combination”),
has been declared effective by the U.S. Securities and Exchange
Commission (the “SEC”).
CLAQ will hold a Special Meeting of Stockholders
(“Special Meeting”) on September 6, 2022 at 10:00 am Eastern Time.
CLAQ has established July 27, 2022 as the record date for such
meeting (“Record Date”). CLAQ shareholders of record at the close
of business on the Record Date are entitled to vote the shares of
common stock of CLAQ owned by them at the Special Meeting. If the
proposed Business Combination is approved by CLAQ shareholders,
CLAQ anticipates closing the Business Combination promptly after
the Special Meeting, subject to the satisfaction or waiver (as
applicable) of all other closing conditions. CLAQ shareholders who
wish to exercise their redemption rights must do so no later than
5:00 pm Eastern Time on September 1, 2022 by following the
procedures specified in the definitive proxy statement/prospectus
for the Special Meeting.
Upon completion of the Business Combination,
CLAQ common stock and warrants will trade on the NASDAQ under the
symbols “KITT” and “KITTW”, respectively. At the closing of the
Business Combination, (i) all remaining CLAQ units will separate
into their components consisting of one share of CLAQ common stock,
one right and one-half of one warrant and, as a result, will no
longer trade together as a separate security, and (ii) every 20
rights will automatically convert into one share of common
stock.
CLAQ shareholders who need assistance in
completing the proxy card, need additional copies of the definitive
proxy statement/prospectus, or have questions regarding the Special
Meeting may contact CLAQ’s proxy solicitor, Advantage Proxy, by
calling (877) 870-8565 (toll-free), or by email at
ksmith@advantageproxy.com.
About NauticusNauticus
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 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 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 CLAQ and Nauticus. CLAQ filed a Registration Statement
with the SEC, which includes a proxy statement and prospectus of
CLAQ, which has been declared effective by the SEC, 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, risks and uncertainties are described in
the definitive proxy statement/prospectus relating to the proposed
transaction, which has been 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 definitive 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 definitive proxy
statement/prospectus filed with the SEC by CLAQ.
For investor and media inquiries, please
contact:Gateway GroupIR: Cody Slach or
Jeff Grampp, CFAPR: Zach KadletzPhone: (949) 574-3860Email :
CLAQ@gatewayir.com
CleanTech Acquisition (NASDAQ:CLAQ)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
CleanTech Acquisition (NASDAQ:CLAQ)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024