Nauticus Robotics, Inc signed a non-binding letter of intent to acquire CleanTech Acquisition Corp. (NasdaqCM:CLAQ) from CleanTech Sponsor I LLC, CleanTech Investments LLC and others for approximately $640 million in a reverse merger transaction on September 17, 2021. Nauticus Robotics, Inc entered into a definitive business combination agreement to acquire CleanTech Acquisition Corp. (NasdaqCM:CLAQ) from CleanTech Sponsor I LLC, CleanTech Investments LLC and others in a reverse merger transaction on December 16, 2021. Under the terms of agreement, by virtue of the Merger and without any action on the part of any Nauticus Stockholder, subject to and in consideration of the terms and conditions set forth in the Merger Agreement, each share of Nauticus Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares (as defined in the Merger Agreement)), shall be converted into the right to receive the applicable Per Share Merger Consideration and the Earnout Shares. Each option to purchase shares of the Nauticus Common Stock (a “Nauticus Option”) granted under any Nauticus Stock Plan that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed by CleanTech and shall be converted into a stock option (a “CleanTech Option”) to acquire shares of CleanTech's Common Stock in accordance with the Merger Agreement. Proceeds from the fully committed PIPE Investment fully cover the minimum cash requirement for the transaction, reducing potential transaction uncertainty. Pursuant to the terms of the Merger Agreement, a business combination between CleanTech and Nauticus will be effected through the merger of Merger Sub with and into Nauticus, with Nauticus surviving the merger as a wholly owned subsidiary of CleanTech. Immediately prior to the effective time of the Merger (the “Effective Time”) and subject to the consent of the holders of Nauticus' preferred stock, par value $0.01 per share, each issued and outstanding share of Nauticus Preferred Stock shall be converted into shares of the common stock, par value $0.01 per share, of Nauticus Robotic in accordance with the Nauticus Certificate of Incorporation. Immediately prior to Nauticus Preferred Stock Conversion and prior to the Effective Time, each issued and outstanding convertible promissory note of Nauticus (the “Nauticus Convertible Notes”) will be automatically converted into shares of Nauticus Common Stock in accordance with the terms of such Converting Convertible Note (collectively, the “Nauticus Convertible Note Conversion”). In a related transaction, CleanTech Sponsor I LLC and CleanTech Investments, LLC (each, a “Sponsor,” and collectively, the “Sponsors”) entered into a support agreement (the “Sponsors Support Agreement”) with Nauticus pursuant to which the Sponsors have agreed to vote all shares of CleanTech Common Stock beneficially owned by them in favor of the Merger. Following the closing of the merger, former holders of shares of Nauticus Common Stock (including shares received as a result of the Nauticus Preferred Stock conversion and the Nauticus Convertible Notes conversion) and, former holders of Nauticus stock options, shall each be entitled to receive their pro rata share of up to 7,500,000 additional shares of CleanTech Common Stock (the “Earn-Out Shares”) if, within a 5-year period following the signing date of the Merger Agreement, the closing share price of the CleanTech Common Stock equals or exceeds any of three thresholds over any 20 trading days within a 30-day trading period. Upon the closing of the transaction, and assuming none of CLAQ's public stockholders elect to redeem their shares of common stock and no additional shares of common stock are issued upon the closing of the transaction, it is anticipated that CLAQ's public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 33% in the Combined Company, the PIPE Investment investors will own approximately 6% of the Combined Company, the co-sponsors, officers, directors and other holders of CLAQ founder shares will retain an ownership interest of approximately 8% of the Combined Company, and the Nauticus stockholders will own approximately 53% of the Combined Company. These values exclude $75 million of earn-out shares that would be paid in common stock if applicable requirements are met and Upon receipt of the Earnout Shares, an escrow agent (the “Earnout Escrow Agent”) will place such Earnout Shares in an escrow account (the “Earnout Escrow Account”) established pursuant to an escrow agreement. Upon closing of the transaction, CLAQ will be renamed Nauticus Robotics, Inc. and is expected to remain listed on NASDAQ under the new ticker symbol “KITT” (the “Combined Company”).

Post completion of the acquisition, Nauticus Founder, Chairman & Chief Executive Officer, Nicolaus Radford and the current management team will continue to lead the Combined Company. The consummation of the Merger is conditioned upon, among other things, receipt of the CleanTech stockholder approval and Nauticus stockholder approval, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the effectiveness of the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), the effective resignations of certain directors and executive officers of CleanTech, the amount of Closing Parent Cash being equal to or exceeding $200 million, the approval of the conversion of the convertible notes and the formation and funding of a public benefit corporation as a wholly owned subsidiary of CleanTech. Stockholders holding the requisite vote of Nauticus have executed a support agreement and have agreed to vote in favor of the merger and related transactions by unanimous written consent or at a meeting of stockholders when called by Nauticus. The Board of Directors of each of CLAQ and Nauticus approved the transaction. The Board of Directors of CleanTech has unanimously approved the deal. As of August 12, 2022, the registration statement has been declared effective with respect to the transaction. As of September 6, 2022, the shareholders of CLAQ has approved the deal. The transaction is expected to close in the first half of 2022. Additional proceeds from the CleanTech Acquisition Corp. trust will be used to accelerate organic and inorganic growth.

Chardan acted as exclusive financial advisor to CLAQ. Giovanni Caruso of Loeb & Loeb LLP acted as the legal advisor to CLAQ. Neely B. Agin, Chris A. Ferazzi, J. Dean Hinderliter, Ryan B. Hunsaker, J. Eric Johnson, Douglas C. Lionberger, William O'Neil, Katherine A. Preston, Stephanie B. Sebor, Jennifer Stadler and Michael Blankenship of Winston & Strawn LLP acted as the legal advisors to Nauticus. Advantage Proxy, Inc. acted as information agent to CLAQ. Lake Street Capital Markets and ROTH Capital Partners, LLC acted as financial advisor to CLAQ. CLAQ will pay a fixed fee of approximately $10,000 and be reimbursed out -of-pocket expenses. Continental Stock Transfer & Trust Company acted as transfer agent to CLAQ.

Nauticus Robotics, Inc completed the acquisition of CleanTech Acquisition Corp. (NasdaqCM:CLAQ) from CleanTech Sponsor I LLC, CleanTech Investments LLC and others in a reverse merger transaction on September 9, 2022. The resulting combined company will operate under the name Nauticus Robotics, Inc. and will be led by Nauticus Founder and Chief Executive Officer Nicolaus Radford and the current executive team. The combined company's common stock and public warrants will trade on NASDAQ under the symbols “KITT” and “KITTW,” respectively, effective September 13, 2022. Jim Marshall and Doug Getten of Baker Botts L.L.P. acted as legal advisor to Transocean Inc.