As filed with the Securities and Exchange Commission on July 5, 2022
Registration Statement No. 333-262431
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CLEANTECH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware | 6770 | |
(State or other jurisdiction of incorporation organization) |
(Primary Standard Industrial Classification Code Number) |
207 West 25th Street, 9th
Floor
New York, NY 10001
(212) 494-9005
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Floor, 9th
Floor
New York, NY 10001
(212) 494-9005
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Nussbaum Giovanni Caruso Jane Tam Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Telephone: (212) 407-4000 |
Michael Blankenship Douglas C. Lionberger Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, TX 77002-2925 Telephone: (713) 651-2600 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4 (i) (Cross-Border Issuer Tender Offer) | ☐ | ||||
Exchange Act Rule 14d-1 (d) (Cross-Border Third-Party Tender Offer) | ☐ |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
CleanTech Acquisition Corp. is filing this Amendment No. 6 to its registration statement on Form S-4 (File No. 333-262431) (the ’‘Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
II-1
II-2
Incorporated by Reference | ||||||||||
Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date | |||||
10.30† | Kongsberg Maritime AS Agreement, dated March 21, 2022 | Form S-4 Am. No. 4 | 333-262431 | 10.30 | June 16, 2022 | |||||
10.31† | Collaboration Agreement, dated as of December 4, 2020 | Form S-4 Am. No. 4 | 333-262431 | 10.31 | June 16, 2022 | |||||
10.32 | Memorandum of Understanding, effective as of April 21, 2022 | Form S-4 Am. No. 3 | 333-262431 | 10.32 | May 23, 2022 | |||||
21.1+ | List of Subsidiaries. | |||||||||
23.1** | Consent of WithumSmith+Brown, P.C., independent registered public accounting firm of CLAQ. | |||||||||
23.2** | Consent of Whitley Penn, LLP, independent registered public accounting firm of Nauticus. | |||||||||
23.3+ | Consent of Loeb & Loeb LLP (included in Exhibit 5.1). | |||||||||
24.1 | Power of Attorney (included on signature page). | Form S-4 | 333-262431 | 24.1 | January 31, 2022 | |||||
99.1 | Consent of Nicolaus Radford | Form S-4 Am. No. 4 | 333-262431 | 99.1 | June 16, 2022 | |||||
99.2 | Consent of Mark Mey | Form S-4 Am. No. 4 | 333-262431 | 99.2 | June 16, 2022 | |||||
99.3 | Consent of Lisa Porter | Form S-4 Am. No. 4 | 333-262431 | 99.3 | June 16, 2022 | |||||
99.4+ | Consent of Jim Bellingham | |||||||||
99.5 | Consent of Adam Sharkawy | Form S-4 Am. No. 4 | 333-262431 | 99.5 | June 16, 2022 | |||||
99.6 | Consent of John W. Gibson, Jr. | Form S-4 Am. No. 4 | 333-262431 | 99.6 | June 16, 2022 | |||||
99.7 | Consent of Eli Spiro | Form S-4 Am. No. 4 | 333-262431 | 99.7 | June 16, 2022 | |||||
99.8 | Consent of and Joseph W. Dyer | Form S-4 Am. No. 4 | 333-262431 | 99.8 | June 16, 2022 | |||||
99.9 | Preliminary Proxy Card. | Form S-4 Am. No. 4 | 333-262431 | 99.9 | June 16, 2022 | |||||
99.10 | Section 262 of the DGCL (included as Annex E to the proxy statement/prospectus) | |||||||||
101.INS** | Inline XBRL Instance Document. | |||||||||
101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||
101.SCH** | Inline XBRL Taxonomy Extension Schema Document. | |||||||||
101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||
101.LAB** | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||||||||
101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||
104** | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||||
107 | Filing fee table | Form S-4 Am. No. 1 | 333-262431 | 107 | March 31, 2022 |
* | Indicates management contract or compensatory plan or arrangement. |
** | Previously filed with Amendment No. 5. |
+ | To be filed by amendment. |
# | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
† | The Registrant has redacted provisions or terms of this Exhibit pursuant to Regulation S-K Item 601(b)(10)(iv). While portions of the Exhibits have been omitted, these Exhibits include a prominent statement on the first page of each redacted Exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that you treat as private or confidential. The Registrant agrees to furnish an unredacted copy of the Exhibit to the SEC upon its request. |
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 6 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 5th day of July, 2022.
CLEANTECH ACQUISITION CORP. | ||
By: | /s/ Eli Spiro | |
Name: | Eli Spiro | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Eli Spiro | Chief Executive Officer | July 5, 2022 | ||
Eli Spiro | (Principal Executive Officer) | |||
* | Chief Financial Officer | July 5, 2022 | ||
Richard Fitzgerald | (Principal Financial and Accounting Officer) | |||
* | Chairman of the Board | July 5, 2022 | ||
Jon Najarian | ||||
* | Vice Chairman of the Board | July 5, 2022 | ||
Bill Richardson | ||||
* | Director | July 5, 2022 | ||
Louis Buffalino | ||||
* | Director | July 5, 2022 | ||
Brendan Riley | ||||
* | Director | July 5, 2022 | ||
Britt E. Ide | ||||
* | Director | July 5, 2022 | ||
Jonas Grossman | ||||
* | Director | July 5, 2022 | ||
Douglas Cole |
* By: | /s/ Eli Spiro | |
Attorney-in-Fact |
II-4
Exhibit 8.1
Nauticus Robotics, Inc.
17146 Feathercraft Lane, Suite 450
Webster, TX 77598
Ladies and Gentlemen:
In connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 16, 2021, as amended on January 30 and June 6, 2022, by and among CleanTech Acquisition Corp., a Delaware corporation (“CLAQ”), CleanTech Merger Sub, Inc., a Texas corporation, (“Merger Sub”) and Nauticus Robotics, Inc., a Texas corporation (the “Company”), pursuant to which Merger Sub shall merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), we have acted as special tax counsel to the Company in connection with the preparation and filing of the Registration Statement on Form S-4 (Registration Statement No. 333-256161), originally filed with the Securities and Exchange Commission (the “Commission”) on January 31, 2022 (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the proxy statement/prospectus which forms a part of the Registration Statement.
In providing this opinion, we have assumed (without any independent investigation or review thereof) that:
a. All original documents submitted to us (including signatures thereto) are authentic, all documents submitted to us as copies conform to the original documents, all such documents have been duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof, and all parties to such documents had or will have, as applicable, the requisite corporate powers and authority to enter into such documents and to undertake and consummate the Merger;
b. All factual representations, warranties, and statements made or agreed to by the parties to the Merger Agreement, the Subscription Agreements, the Support Agreements, and the other agreements referred to in each of the foregoing (collectively, the “Agreements” and, together with the Registration Statement, the “Documents”), and in the representation letters provided to us by CLAQ, Merger Sub and the Company, are true, correct, and complete as of the date hereof and will remain true, correct, and complete through the consummation of the Merger, in each case, without regard to any qualification as to knowledge, belief, materiality, or otherwise;
c. The descriptions of CLAQ and the Company in the Registration Statement and other public filings are true, accurate, and complete;
d. The aggregate value of any consideration paid to dissenting stockholders with respect to their Dissenting Shares (as defined in the Merger Agreement) shall not exceed 10% of the aggregate value of the consideration paid to all stockholders of the Company in connection with the Merger;
e. The description of the Merger and other transactions related to the Merger (together, the “Transactions”) in the Registration Statement is and will remain true, accurate, and complete, the Transactions will be consummated in accordance with such description and with the Merger Agreement and the other Agreements, without any waiver or breach of any material provision thereof, and the Transactions will be effective under applicable corporate law as described in the Merger Agreement and the other Agreements; and
f. The Documents represent the entire understanding of the parties with respect to the Transactions, there are no other written or oral agreements regarding the Transactions other than the Agreements, and none of the material terms and conditions thereof have been or will be waived or modified.
This opinion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder, and the interpretation of the Code and such regulations by the courts and the U.S. Internal Revenue Service, in each case, as they are in effect and exist at the date of this opinion. It should be noted that statutes, regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. Any change that is made after the date hereof in any of the foregoing bases for our opinion, or any inaccuracy in the facts or assumptions on which we have relied in issuing our opinion, could adversely affect our conclusion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention or to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof. No opinion is expressed as to any transactions in connection with the Merger or any matter, other than those specifically covered by this opinion. In particular, this opinion is limited solely to matters in the Registration Statement’s discussion of the Merger, and does not address the U.S. federal income tax treatment of any other items described in the Registration Statement.
The U.S. federal income tax consequences of the Merger described in the Registration Statement are complex and are subject to varying interpretations. The conclusions reached in our opinion are based on our best judgment regarding application of the relevant legal authorities. Our opinion is not binding on the U.S. Internal Revenue Service or any court, and there can be no assurance or guarantee that either will agree with our conclusions. Indeed, the U.S. Internal Revenue Service may challenge one or more of the conclusions contained herein and the U.S. Internal Revenue Service may take a position that is inconsistent with the views expressed herein. There can be no assurance or guarantee that a court would, if presented with the issues addressed herein, reach the same or similar conclusions as we have reached; indeed, a court may reach a contrary conclusion on one or more issues.
Based upon and subject to the foregoing and the limitations and qualifications herein and in the Registration Statement, we hereby confirm that (i) the statements set forth in the Registration Statement under the caption “U.S. Federal Income Tax Considerations for Holders of Nauticus Common Stock,” insofar as they are statements regarding U.S. federal income tax law and regulations and legal conclusions with respect thereto, constitute the opinion of Winston & Strawn LLP as to the material U.S. federal income tax consequences to Holders of Nauticus Common Stock that exchange, pursuant to the Merger, their Nauticus Common Stock for CLAQ Common Stock (including for this purpose the Earnout Shares), and (ii) it is our opinion that the Merger will be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code.
This opinion is furnished to you solely for use in connection with the Registration Statement. This opinion is based on facts and circumstances existing on the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and also to the references to Winston & Strawn LLP in the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
/s/ Winston & Strawn LLP |