Nauticus’ sea robots go public with SPAC merger

Nauticus Robotics, a Houston-based developer of cloud-based surface and subsea robots, and CleanTech Acquisition Corp. (CLAQ), a publicly-traded special purpose acquisition company (SPAC), have entered into a definitive business combination agreement that will result in Nauticus becoming a publicly listed company.

The transaction, expected to close in the first half of 2022, has been approved by the board of directors of CLAQ and Nauticus. 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 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 favour of the merger and related transactions by unanimous written consent or at a meeting of stockholders when called by Nauticus”, the joint statement reads.

As disclosed, the pro forma equity valuation, assuming no redemptions, of the combined company is expected to be approximately $561 million.

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 immediately after the closing.

The combined company will be led by Nauticus founder, chairman and CEO, Nicolaus Radford and the current management team.

Nauticus, founded by ex-NASA engineers, develops 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 said to be 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 and defence and other commercial industry sectors.

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.

Commenting on the merger, Radford said: “(…)The ocean will be the epicentre in our fight against climate change and the offshore ocean services industry has signalled 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“.

“We believe Nauticus’ RaaS model has the potential for strong returns while operating in a market in dire need of disruption. The high calibre 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”, said Eli Spiro, CEO of CLAQ.