Nauticus Robotics Files Proxy Materials

TL;DR

Nauticus Robotics (formerly Cleantech Acquisition) filed more proxy docs. Nothing new, just housekeeping.

AI Summary

Nauticus Robotics, Inc. filed a Definitive Additional Materials proxy statement on May 22, 2024. This filing relates to the company's proxy materials, which were previously filed. The company was formerly known as Cleantech Acquisition Corp. and changed its name on March 8, 2021.

Why It Matters

This filing indicates ongoing corporate actions and communications with shareholders regarding Nauticus Robotics, Inc.'s governance and business matters.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement update and does not introduce new financial risks or significant strategic changes.

Key Players & Entities

• Nauticus Robotics, Inc. (company) — Registrant
• Cleantech Acquisition Corp. (company) — Former company name
• 20240522 (date) — Filing date
• 20210308 (date) — Date of name change

FAQ

Filing Documents

• defa14ars.htm (DEFA14A) — 50KB
• 0001849820-24-000129.txt ( ) — 51KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement x Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 NAUTICUS ROBOTICS, INC. (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box) x No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies (2) Aggregate number of securities to which transaction applies (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) (4) Proposed maximum aggregate value of transaction (5) Total fee paid Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid (2) Form, Schedule or Registration Statement No. (3) Filing Party (4) Date Filed Nauticus Robotics, Inc. Supplement to Definitive Proxy Statement regarding Special Meeting of Shareholders on June 17, 2024 The Board of Directors (the "Board") of the Nauticus Robotics, Inc. (the "Company") has approved a revision to Proposal #3 (the "Supplement") in the Company's definitive proxy statement (the "Proxy Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") on April 26, 2024 regarding the Special Meeting (the "Special Meeting") scheduled for June 17, 2024. This Supplement is being filed with the SEC on or about May 22, 2024. The purpose of the Supplement is to ensure that the Company has authority to enact a reverse split at a ratio appropriate to address NASDAQ compliance requirements. Proposal #3 is hereby revised to read as follows "To approve a proposal authorizing the Board of Directors of the Company to enact a reverse split of its shares at a ratio between one to six and one to seventy." All references to "one to twenty" in the language describing Proposal 3 in the Proxy Statement are updated to read "one to seventy" and the table on Page 17 of the Proxy Statement containing approximate information as March 26, 2024, the record date for the Special Meeting, is updated to read as follows No Reverse Split One-to-Six One-to-70 Common Stock 57,317,025 9,552,838 818,815 Public Warrants 8,625,000 1,437,500 123,214 Private Warrants 7,175,000 1,195,833 102,500 SPA Warrants 21,672,526 3,612,088 309,608 Convertible Debentures 95,670,851 15,945,142 1,366,726 September 2024 Term Loan 2,674,691 445,782 38,210 January 2024 Term Loan 18,664,024 3,110,671 266,629 RSUs and Options under Equity Plans 10,235,518 1,705,920 146,222 Except as described herein, none of the items or information in the Proxy Statement are affected by this Supplement. A new proxy card will be distributed to stockholders on or about May 22, 2024. The record date for the Special Meeting will remain the close of business on March 26, 2024. Stockholders may vote online at www.proxyvote.com, by telephone at 1-800-690-6903, or by mail, in each case by following the information on the proxy cards provided to them. Votes will be accepted up to and during the adjourned meeting. Important Notice Regarding the Availability of Proxy Materials for the Special Meeting The Notice and Proxy Statement is available at www.proxyvote.com NAUTICUS ROBOTICS, INC. Special Meeting of Shareholders This proxy is solicited by the Board of Directors The shareholders hereby appoint John W. Gibson, Jr. and Nicholas J. Bigney, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of NAUTICUS ROBOTICS, INC. that the shareholders are entitled to vote at the Special Meeting of Shareholders to be held at 1100 AM, EDT on June 17, 2024, at 1550 Lamar Street, Houston, TX 77010, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on the reverse side NAUTICUS ROBOTICS, INC. 17146 FEATHERCRAFT LANE #450 WEBSTER, TX 77598 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode

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View this DEFA14A filing on SEC EDGAR