0001213900-22-056038.txt : 20220914 0001213900-22-056038.hdr.sgml : 20220914 20220914214413 ACCESSION NUMBER: 0001213900-22-056038 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220909 FILED AS OF DATE: 20220914 DATE AS OF CHANGE: 20220914 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sharkawy Adam CENTRAL INDEX KEY: 0001945167 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40611 FILM NUMBER: 221244354 MAIL ADDRESS: STREET 1: C/O NAUTICUS ROBOTICS, INC. STREET 2: 17146 FEATHER CRAFT LN #450 CITY: WEBSTER STATE: TX ZIP: 77598 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nauticus Robotics, Inc. CENTRAL INDEX KEY: 0001849820 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17146 FEATHERCRAFT LANE STREET 2: SUITE 450 CITY: WEBSTER STATE: TX ZIP: 77598 BUSINESS PHONE: 281-942-9069 MAIL ADDRESS: STREET 1: 17146 FEATHERCRAFT LANE STREET 2: SUITE 450 CITY: WEBSTER STATE: TX ZIP: 77598 FORMER COMPANY: FORMER CONFORMED NAME: cleantech Acquisition Corp. DATE OF NAME CHANGE: 20210308 4/A 1 ownership.xml X0306 4/A 2022-09-09 2022-09-13 0 0001849820 Nauticus Robotics, Inc. KITT 0001945167 Sharkawy Adam 17146 FEATHERCRAFT LANE SUITE 450 WEBSTER TX 77598 1 0 0 0 Earn-Out Shares 0.00 2022-09-09 4 A 0 499437 0.00 A Common Stock 499437 499437 I By Material Impact Fund II, L.P. Reflects Earn-Out Shares issued in connection with the business combination of CleanTech Acquisition Corp. ("CLAQ"), CleanTech Merger Sub, Inc., a wholly owned subsidiary of CLAQ, and Nauticus Robotics, Inc. pursuant to the Merger Agreement dated December 16, 2021 and consummated on September 9, 2022 ("Merger Agreement"). Earn-Out Shares will be released as follows: (i) one-half will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $15.00 per share, over any 20 trading days within a 30-day trading period; (ii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of common stock equals or exceeds $17.50 per share over any 20 trading days within a 30-day trading period; and (iii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $20.00 per share over any 20 trading days within a 30-day trading period. Any shares not eligible to be released within five years of December 16, 2021, will be forfeited and canceled. This amendment is being filed to include the Earn-Out Shares that were inadvertently omitted from the original Form 4 filed by the Reporting Person on September 13, 2022. Shares held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. Each of MIF II, MIP II, the Reporting Person and Mr. Roberts disclaim beneficial ownership of such shares and this report shall not be deemed an admission that any of them is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. /s/ Adam Sharkawy, by M. Dilshad Kasmani as Attorney-in-Fact 2022-09-14