Item 1.01 Entry into a Material Definitive Agreement
Merger Agreement
As previously disclosed, CleanTech Acquisition
Corp., a Delaware corporation (“CleanTech”), entered into an Agreement and Plan of Merger among and with CleanTech
Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of CleanTech (“Merger Sub”), Nauticus Robotics,
Inc., a Texas corporation (“Nauticus”) and Nicolaus Radford, solely in his capacity as the stockholder representative,
dated December 16, 2021 (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into Nauticus, with
Nauticus surviving the merger as a wholly-owned subsidiary of CleanTech (the “Post-Combination Company”). The Merger
Agreement was amended on January 30, 2022. Capitalized terms used but not defined herein shall have the respective meanings set forth
in the Merger Agreement.
On June 6, 2022, the Parties
to the Merger Agreement entered into Amendment No. 2 to the Merger Agreement (the “Amendment”) pursuant to which the
Parties agreed to increase the aggregate number of shares of the Post-Combination Company’s Common Stock to be reserved for issuance
under its Incentive Plan from 5% to 10% of the fully diluted outstanding shares of its Common Stock immediately after Closing, which share
reserve shall be automatically increased on an annual basis by 3% of the total number of Common Stock outstanding as provided under the
Incentive Plan.
The foregoing description of the Amendment is not
complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed with this Current Report
on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Important Information for Investors and Stockholders
This document relates to a proposed transaction
between CleanTech and Nauticus. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. CleanTech filed a registration
statement on Form S-4 with the Securities and Exchange Commission (“SEC”), which includes a document that serves as
a prospectus and proxy statement of CleanTech, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent
to all CleanTech stockholders. CleanTech will file other documents regarding the proposed transaction with the SEC. Before making any
voting decision, investors and security holders of CleanTech are urged to read the registration statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available
because they will contain important information about the proposed transaction.
Investors and security holders will be able to
obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by CleanTech through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
CleanTech and Nauticus and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from CleanTech’s stockholders in connection
with the proposed transaction. A list of the names of the directors and executive officers of CleanTech and information regarding their
interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of
these documents as described in the preceding paragraph.
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of
any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such other jurisdiction.
Forward-Looking Statements
All statements contained
in this Current Report on Form 8-K other than statements of historical facts, contain certain statements that are forward-looking statements.
Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target,” “continue,” “may” or other similar expressions that predict or indicate
future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is
not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also
forward-looking statements.
These forward-looking
statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely,
from those expressed or implied in the forward-looking statements. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Most
of these factors are outside CleanTech’s and Nauticus’ control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination
of the Merger Agreement or could otherwise cause the transaction to fail to close; (ii) the outcome of any legal proceedings that may
be instituted against CleanTech and/or Nauticus following the announcement of the Merger Agreement and the transactions contemplated therein;
(iii) the inability to complete the proposed Business Combination, including due to failure to obtain approval by the stockholders of
CleanTech, certain regulatory approvals, or the satisfaction of other conditions to closing in the Merger Agreement; (iv) the impact of
the COVID-19 pandemic on Nauticus’ business and/or the ability of the parties to complete the proposed Business Combination; (v)
the inability to maintain the listing of CleanTech shares on the Nasdaq Stock Market following the proposed Business Combination; (vi)
the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation
of the proposed Business Combination; (vii) the ability to recognize the anticipated benefits of the proposed Business Combination, which
may be affected by, among other things, competition, the ability of Nauticus to grow and manage growth profitably, and retain its key
employees; (viii) costs related to the proposed Business Combination; (ix) changes in applicable laws or regulations; and (x) the possibility
that Nauticus and/or CleanTech may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of
factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in CleanTech’s
most recent filings with the SEC, including CleanTech’s Registration Statement on a Form S-4, filed with the SEC on January 31,
2022. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained herein. All subsequent written and oral forward-looking statements concerning CleanTech and/or Nauticus,
the transactions described herein or other matters attributable to CleanTech, Nauticus or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Each of CleanTech and Nauticus expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their respective
expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required
by law.