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Highlights
- Nauticus Robotics Inc. has entered into a definitive business combination agreement with the SPAC CleanTech Acquisition Corp.
- The combined company is valued at approximately US$561 million.
- The transaction is expected to close by the second quarter of 2022.
Nauticus Robotics Inc. has entered into a definitive business combination agreement with Nasdaq listed special purpose acquisition company CleanTech Acquisition Corp (CLAQ). The combined company will be named Nauticus Robotics Inc. after closing the transaction. It will be traded on Nasdaq under the ticker symbol ‘KITT’.
Deal details:
The combined company pro forma equity value is expected to be approximately US$561 million, including approximately US$222 million cash on hand. The deal is expected to close by the second quarter of 2022.
The Nauticus shareholders will own approximately 53% of the common stock outstanding shares on a pro forma basis right after the closing of the transaction, assuming no redemption.
Nauticus is raising US$73 million through equity and convertible bonds in private investment in public equity (PIPE) associated with the SPAC merger. These PIPE investors include Schlumberger, AeroVironment, Transocean, and Material Impact.
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The company could use the money received from PIPE investors and CleanTech to expand its business.
Nauticus has Winston & Strawn LLP as its legal advisor for the transaction. Chardan is CleanTech’s financial advisor and sole placement agent on the PIPE. CleanTech’s legal advisor is Loeb & Loeb LLP.
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Nauticus Robotics was founded by ex-National Aeronautics and Space Administration (NASA) engineers and is based in Houston. The company develops cloud-based subsea robots, software, and services. The company uses its software platform to enable machine intelligence for working in the oceans. Nauticus plans to deploy robots and its software in human-operated ships in the oceans.
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According to the company, its robots can collect data, perform transportation operations as well as maintenance work, and save costs for its customers besides reducing sea pollution and carbon emissions. Human life safety is another benefit of automation.
The company expects its sales of approximately US$8 million this year may rise rapidly in the coming years and expects to earn revenue of more than US$90 million in 2023 with around 60% long-term EBITDA margins.
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Bottom line
SPAC deals have become a convenient route for startups or private companies to go public. This year SPAC’s have raised over US$160 billion, according to SPAC Research.
According to Nauticus, it has an extensive opportunity to grow its software platform and robotic fleets in the marine environment. However, not all SPAC mergers come out glowing after completion. So, an investor must understand the business idea and the prospects before jumping in to invest.
