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