Nauticus Robotics Files Proxy Materials

TL;DR

Nauticus Robotics (formerly Cleantech Acquisition) filed proxy materials, no new fee. Keep an eye on shareholder votes.

AI Summary

Nauticus Robotics, Inc. filed a Definitive Additional Materials proxy statement on December 20, 2024. This filing relates to a previous proxy statement and does not require a new filing fee. The company, formerly known as Cleantech Acquisition Corp., is involved in general industrial machinery and equipment.

Why It Matters

This filing indicates ongoing corporate actions and communications with shareholders, which can impact investor decisions and the company's strategic direction.

Risk Assessment

Risk Level: low — This is a routine filing of additional proxy materials, not indicating immediate significant financial or operational changes.

Key Players & Entities

• Nauticus Robotics, Inc. (company) — Registrant
• Cleantech Acquisition Corp. (company) — Former company name
• 20241220 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — eferred stock of the Company, par value $0.0001 per share ("Preferred Stock"). As of No

Filing Documents

• defa14aproposal4.htm (DEFA14A) — 48KB
• 0001849820-24-000285.txt ( ) — 49KB

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 January 15, 2025 The Board of Directors (the "Board") of the Nauticus Robotics, Inc. (the "Company") has approved an additional Proposal 4 (the "Supplement") in the Company's definitive proxy statement (the "Proxy Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") on November 25, 2024 regarding the Special Meeting (the "Special Meeting") scheduled for January 15, 2025. This Supplement is being filed with the SEC on or about December 20, 2024. The purpose of the Supplement is to request shareholder approval to increase the number of shares of authorized Common Stock from 625,000,000 to 5,000,000,000. Proposal 4 is hereby added to the agenda of the Special Meeting to read as follows After careful consideration, the Board has adopted, declared advisable and directed that there be submitted to the stockholders at the Special Meeting a proposed amendment (the "Authorized Share Amendment") of our Second Amended and Restated Certificate of Incorporation (the "Charter") to increase the number of shares of authorized Common Stock from 625,000,000 to 5,000,000,000. Background Article IV of our Charter currently authorizes the Company to issue up to 625,000,000 shares of Common Stock and 10,000,000 shares of preferred stock of the Company, par value $0.0001 per share ("Preferred Stock"). As of November 4, 2024, 6,406,137 shares of Common Stock were issued, including no shares held as treasury shares, with warrants outstanding to purchase up to an aggregate of 545,419 shares of Common Stock (which number includes 106,530 shares underlying the SPA Warrants (as defined in Proposal 1), 74,297 shares underlying the September Term Loan Agreement (as defined in Proposal 1), 10,995,098 shares underlying the New Debentures (as defined in Proposal 1), options, earnout shares and restricted stock units outstanding to acquire up to an aggregate of 358,198 shares of Common Stock, and approximately 247,992 shares of Common Stock reserved for possible future issuance pursuant to the remaining authorized and unissued stock awards under the Company's equity incentive plans. The adoption of the proposed Authorized Shares Amendment would provide for an additional 4,375,000,000 authorized shares of Common Stock for future issuance, which would bring the aggregate total of authorized shares of capital stock to 5,010,000,000, composed of 5,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. The Authorized Shares Amendment amends and restates the first sentence of Article IV of our Charter in its entirety to read as follows The Corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares of capital stock which the Corporation shall have authority to issue is 5,010,000,000. The total number of shares of Common Stock that the Corporation is authorized to issue is 5,000,000,000, having a par value of $0.0001 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is 10,000,000, having a par value of $0.0001 per share. Reasons for Seeking Stockholder Approval A proposed amendment to our Charter is to ensure that the Company has a sufficient number of authorized shares of ou

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