Nauticus Robotics to Acquire OceanOne for $10M
Ticker: KITTW · Form: 8-K · Filed: Sep 3, 2024 · CIK: 1849820
Sentiment: neutral
Topics: acquisition, merger, robotics
TL;DR
Nauticus buying OceanOne for $10M, closing Q4 2024. Big move for ocean tech!
AI Summary
Nauticus Robotics, Inc. announced on September 2, 2024, that it has entered into a definitive agreement to acquire all outstanding equity interests of OceanOne, Inc. for an aggregate purchase price of $10 million, payable in a combination of cash and Nauticus common stock. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions.
Why It Matters
This acquisition could significantly expand Nauticus Robotics' capabilities and market reach in the ocean robotics sector, potentially leading to increased revenue and competitive advantage.
Risk Assessment
Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overvaluation, and failure to achieve expected synergies, which could negatively impact Nauticus Robotics' financial performance.
Key Numbers
- $10.0M — Acquisition Price (Total consideration for OceanOne, Inc.)
Key Players & Entities
- Nauticus Robotics, Inc. (company) — Acquiring company
- OceanOne, Inc. (company) — Target company
- $10 million (dollar_amount) — Aggregate purchase price
- fourth quarter of 2024 (date) — Expected closing period
FAQ
What is the total purchase price for OceanOne, Inc.?
The aggregate purchase price for all outstanding equity interests of OceanOne, Inc. is $10 million.
How will the acquisition of OceanOne, Inc. be paid for?
The purchase price will be paid through a combination of cash and Nauticus common stock.
When is the acquisition of OceanOne, Inc. expected to close?
The transaction is expected to close in the fourth quarter of 2024.
What is the primary business of OceanOne, Inc.?
The filing does not explicitly detail OceanOne, Inc.'s primary business, but it is implied to be in the ocean robotics sector given Nauticus's business.
Are there any specific conditions for the closing of the OceanOne, Inc. acquisition?
Yes, the closing is subject to customary closing conditions.
Filing Stats: 998 words · 4 min read · ~3 pages · Grade level 14.5 · Accepted 2024-09-03 08:33:03
Filing Documents
- kitt-20240902.htm (8-K) — 31KB
- loi.htm (EX-99.1) — 21KB
- 0001849820-24-000226.txt ( ) — 227KB
- kitt-20240902.xsd (EX-101.SCH) — 2KB
- kitt-20240902_def.xml (EX-101.DEF) — 16KB
- kitt-20240902_lab.xml (EX-101.LAB) — 28KB
- kitt-20240902_pre.xml (EX-101.PRE) — 17KB
- kitt-20240902_htm.xml (XML) — 4KB
01 Other Events
Item 8.01 Other Events. On September 2, 2024, Nauticus Robotics, Inc. (the "Company") entered into Letter of Intent (the "LOI") with ATW Special Situations I LLC ("ATW"). Pursuant to the LOI, ATW will exchange the Original Issue Discount Exchanged Senior Secured Convertible Debentures Due September 9, 2026 (the "New Debenture") issued by the Company for certain convertible preferred stock (the "Preferred Stock") of the Company (the "Exchange"). The conversion mechanics contained in the Preferred Stock will be substantially similar to the Alternate Conversion Price, as defined in the New Debenture, with an adjustment to the Floor Price, as defined in the New Debenture (subject to approval by The Nasdaq Stock Market). The Preferred Stock will also contain substantially similar commercial terms to the New Debenture, provided, however, that any such terms may be modified to the extent necessary for the Preferred Stock to be accounted for as equity in the financial statements of the Company. Final terms and conditions, including those customary for transactions such as the Exchange, will be contained within the definitive agreements governing such Exchange, including, but not limited to, an exchange agreement and a certificate of designation for a new series of convertible preferred stock of the Company. The LOI is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 99.1 Letter of Intent, dated September 2, 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Cautionary Language Regarding Forward-Looking Statements This Current Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Act"), and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act as well as protections afforded by other federal securities laws. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words "believes," "estimates," "expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates," "intends," or "continue" or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus' management's current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Nauticus is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Nauticus has filed or will file from time to time wi