Registration Statement for Securities to Be Issued in Business Combination Transactions (s-4/a)
July 06 2022 - 6:02AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on July 5, 2022
Registration Statement No. 333-262431
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CLEANTECH ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Delaware |
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6770 |
(State or other jurisdiction of
incorporation organization) |
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(Primary Standard Industrial
Classification Code Number) |
207 West 25th Street, 9th
Floor
New York, NY 10001
(212) 494-9005
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Eli Spiro
Chairman and Chief Executive Officer
CleanTech Acquisition Corp.
207 West 25th Floor, 9th
Floor
New York, NY 10001
(212) 494-9005
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Mitchell S. Nussbaum
Giovanni Caruso
Jane Tam
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Telephone: (212) 407-4000 |
|
Michael Blankenship
Douglas C. Lionberger
Winston & Strawn LLP
800 Capitol Street, Suite 2400
Houston, TX 77002-2925
Telephone: (713) 651-2600 |
Approximate date of commencement
of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction
or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered
on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction
G, check the following box: ☐
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.
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Large accelerated filer |
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☐ |
Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
Smaller reporting company |
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☒ |
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Emerging growth company |
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☒ |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X
in the box to designate the appropriate rule provision relied upon in conducting this transaction:
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Exchange Act Rule 13e-4 (i) (Cross-Border Issuer Tender Offer) |
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☐ |
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Exchange Act Rule 14d-1 (d) (Cross-Border Third-Party Tender Offer) |
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☐ |
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The Registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
CleanTech
Acquisition Corp. is filing this Amendment No. 6 to its registration statement on Form S-4 (File No. 333-262431) (the ’‘Registration
Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item
21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of
the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
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Incorporated by Reference |
Exhibit |
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Description |
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Schedule/ Form |
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File Number |
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Exhibits |
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Filing Date |
2.1# |
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Merger Agreement dated as of December 16, 2021, by and among CleanTech Acquisition Corp., CleanTech Merger Sub, Inc., Nauticus Robotics, Inc., and Nicolaus Radford, as amended on January 30, 2021 (included as Annex A to this proxy statement/prospectus). |
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Form 8-K |
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001-40611 |
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2.1 |
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December 17, 2021 |
2.1.1 |
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Amendment No. 2 to Merger Agreement dated June 6, 2022 |
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Form 8-K |
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001-40611 |
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2.1 |
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June 6, 2022 |
3.1 |
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Amended and Restated Certificate of Incorporation of CleanTech Acquisition Corp. |
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Form 8-K |
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001-40611 |
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3.1 |
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July 21, 2021 |
3.2 |
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Form of Second Amended and Restated Certificate of Incorporation of CLAQ (included as Annex B to this proxy statement/prospectus). |
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3.3 |
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Bylaws of CleanTech Acquisition Corp. |
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Form S-1/A |
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333-256578 |
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3.3 |
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July 6, 2021 |
3.4 |
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Form of Amended and Restated Bylaws of CleanTech Acquisition Corp. (included as Annex C to this proxy statement/prospectus). |
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4.1 |
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Specimen Unit Certificate of CleanTech Acquisition Corp. |
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Form S-1/A |
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333-256578 |
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4.1 |
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July 6, 2021 |
4.2 |
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Specimen Common Stock Certificate of CleanTech Acquisition Corp. |
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Form S-1/A |
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333-256578 |
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4.2 |
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July 6, 2021 |
4.3 |
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Specimen Warrant Certificate of CleanTech Acquisition Corp. |
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Form S-1/A |
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333-256578 |
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4.3 |
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July 6, 2021 |
4.4 |
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Warrant Agreement, dated March 10, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp. |
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Form 8-K |
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001-40611 |
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4.1 |
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July 21, 2021 |
4.5 |
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Rights Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp. |
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Form 8-K |
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001-40611 |
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4.2 |
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July 21, 2021 |
4.6 |
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Form of 5% Original Issue Discount Senior Secured Debenture to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021 |
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Form S-4 Am. No. 4 |
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333-262431 |
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4.6 |
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June 16, 2022 |
4.7 |
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Form of Warrants to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021 |
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Form S-4 Am. No. 4 |
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333-262431 |
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4.7 |
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June 16, 2022 |
5.1+ |
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Opinion of Loeb & Loeb LLP regarding the validity of the securities. |
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8.1 |
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Tax Opinion of Winston & Strawn LLP |
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10.1 |
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Letter Agreement, dated July 14, 2021, by CleanTech Acquisition Corp.’s officers and directors. |
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Form 8-K |
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001-40611 |
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10.1 |
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July 21, 2021 |
10.2 |
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Letter Agreement, dated July 14, 2021, by CleanTech Sponsor, LLC and CleanTech Investments, LLC. |
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Form 8-K |
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001-40611 |
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10.2 |
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July 21, 2021 |
10.3 |
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Investment Management Trust Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp. |
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Form 8-K |
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001-40611 |
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10.3 |
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July 21, 2021 |
10.4 |
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Escrow Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., Continental Stock Transfer & Trust Company and each of the initial stockholders. |
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Form 8-K |
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001-40611 |
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10.4 |
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July 21, 2021 |
10.5 |
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Registration Rights Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., and the initial stockholders. |
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Form 8-K |
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001-40611 |
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10.5 |
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July 21, 2021 |
10.6 |
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Indemnity Agreements dated July 14, 2021 by and between CleanTech Acquisition Corp. and its directors and officers. |
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Form 8-K |
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001-40611 |
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10.6 |
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July 21, 2021 |
10.7 |
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Subscription Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp., CleanTech Sponsor, LLC and CleanTech Investments, LLC. |
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Form 8-K |
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001-40611 |
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10.7 |
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July 21, 2021 |
10.8 |
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Business Combination Marketing Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC. |
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Form 8-K |
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001-40611 |
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10.8 |
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July 21, 2021 |
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Incorporated by Reference |
Exhibit |
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Description |
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Schedule/ Form |
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File Number |
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Exhibits |
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Filing Date |
10.9 |
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Administrative Services Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC. |
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Form 8-K |
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001-40611 |
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10.9 |
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July 21, 2021 |
10.9* |
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Form of 2022 Nauticus Robotics, Inc. Incentive Award Plan (included as Annex D to this proxy statement/prospectus). |
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10.10 |
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Financial Advisory Agreement by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC dated December 14, 2021. |
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Form S-4 Am. No. 1 |
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333-262431 |
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10.10 |
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March 31, 2022 |
10.11 |
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Support Agreement by and among CleanTech Acquisition Corp., CleanTech Sponsor I LLC, CleanTech Investments, LLC and Nauticus Robotics, Inc. |
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Form 8-K |
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001-40611 |
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10.1 |
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December 17, 2021 |
10.12 |
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Support Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and certain shareholders of Nauticus Robotics, Inc. |
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Form 8-K |
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001-40611 |
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10.2 |
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December 17, 2021 |
10.13 |
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Form of Subscription Agreement for certain investors |
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Form 8-K |
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001-40611 |
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10.3 |
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December 17, 2021 |
10.14 |
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Securities Purchase Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and certain investors named therein. |
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Form 8-K |
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001-40611 |
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10.4 |
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December 17, 2021 |
10.14.1 |
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Agreement among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and ATW Partners Opportunities Management, LLC dated January 31, 2022 |
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Form S-4 Am. No. 1 |
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333-262431 |
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10.14.1 |
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March 31, 2022 |
10.14.2 |
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Letter Agreement between ATW Special Situations I LLC and Material Impact Fund II, L.P. dated December 15, 2021 |
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Form S-4
Am. No. 3 |
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333-262431 |
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10.14.2 |
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May 23, 2022 |
10.15 |
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Form of Nauticus Robotics, Inc. Stockholder Lock-up Agreement (included as Exhibit H-1 to Exhibit 2.1 hereto) |
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Form 8-K |
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001-40611 |
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10.5 |
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December 17, 2021 |
10.16 |
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Form of Lock-up Agreement for certain holders of Nauticus Robotics, Inc. (f/k/a CleanTech Acquisition Corp.) (included as Exhibit H-2 to the Exhibit 2.1 hereto) |
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Form 8-K |
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001-40611 |
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10.6 |
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December 17, 2021 |
10.17 |
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Form of Amended and Restated Registration Rights Agreement by and among CleanTech Acquisition Corp., Nauticus and certain stockholders. |
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Form 8-K |
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001-40611 |
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10.7 |
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December 17, 2021 |
10.18 |
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Form of Director Nomination Agreement (included as Exhibit G to Exhibit 2.1 hereto). |
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Form 8-K |
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001-40611 |
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10.8 |
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December 17, 2021 |
10.19 |
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Director Designation Agreement |
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Form 8-K |
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001-40611 |
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10.9 |
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December 17, 2021 |
10.20† |
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Battery Supplier Agreement, dated as of January 18, 2021. |
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Form S-4 Am. No. 4 |
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333-262431 |
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10.20 |
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June 16, 2022 |
10.21† |
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Fabrication Agreement, dated as of January 17, 2022. |
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Form S-4 Am. No. 4 |
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333-262431 |
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10.21 |
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June 16, 2022 |
10.22† |
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Construction Agreement, dated as of February 14, 2022. |
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Form S-4 Am. No. 4 |
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333-262431 |
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10.22 |
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June 16, 2022 |
10.23† |
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Commercial Proposal, dated as of December 6, 2021. |
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Form S-4 Am. No. 4 |
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333-262431 |
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10.23 |
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June 16, 2022 |
10.24† |
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Defense Innovation Unit Agreement, dated as of August 10, 2021. |
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Form S-4 Am. No. 4 |
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333-262431 |
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10.24 |
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June 16, 2022 |
10.25† |
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Subcontract Agreement, dated as of August 10, 2021. |
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Form S-4 Am. No. 4 |
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333-262431 |
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10.25 |
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June 16, 2022 |
10.26 |
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Financial Advisory Agreement by and between Nauticus Robotics, Inc. and Cowen and Company, LLC dated March 23, 2022. |
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Form S-4 Am. No. 2 |
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333-262431 |
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10.26 |
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April 27, 2022 |
10.27 |
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Amended and Restated Financial Advisory Agreement by and between Nauticus Robotics, Inc. and Coastal Equities, Inc. dated April 25, 2022 |
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Form S-4 Am. No. 2 |
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333-262431 |
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10.27 |
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April 27, 2022 |
10.28 |
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Financial Advisory Agreement by and between CleanTech Acquisition Corp. and Roth Capital Partners, LLC dated February 11, 2022 |
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Form S-4 Am. No. 3 |
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333-262431 |
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10.28 |
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May 23, 2022 |
10.29 |
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Financial Advisory Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and Lake Street Capital Markets dated February 28, 2022 |
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Form S-4 Am. No. 3 |
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333-262431 |
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10.29 |
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May 23, 2022 |
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Incorporated by Reference |
Exhibit |
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Description |
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Schedule/ Form |
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File Number |
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Exhibits |
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Filing Date |
10.30† |
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Kongsberg Maritime AS Agreement, dated March 21, 2022 |
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Form S-4 Am. No. 4 |
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333-262431 |
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10.30 |
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June 16, 2022 |
10.31† |
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Collaboration Agreement, dated as of December 4, 2020 |
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Form S-4 Am. No. 4 |
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333-262431 |
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10.31 |
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June 16, 2022 |
10.32 |
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Memorandum of Understanding, effective as of April 21, 2022 |
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Form S-4 Am. No. 3 |
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333-262431 |
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10.32 |
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May 23, 2022 |
21.1+ |
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List of Subsidiaries. |
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23.1** |
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Consent of WithumSmith+Brown, P.C., independent registered public accounting firm of CLAQ. |
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23.2** |
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Consent of Whitley Penn, LLP, independent registered public accounting firm of Nauticus. |
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23.3+ |
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Consent of Loeb & Loeb LLP (included in Exhibit 5.1). |
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24.1 |
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Power of Attorney (included on signature page). |
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Form S-4 |
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333-262431 |
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24.1 |
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January 31, 2022 |
99.1 |
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Consent of Nicolaus Radford |
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Form S-4 Am. No. 4 |
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333-262431 |
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99.1 |
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June 16, 2022 |
99.2 |
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Consent of Mark Mey |
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Form S-4 Am. No. 4 |
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333-262431 |
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99.2 |
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June 16, 2022 |
99.3 |
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Consent of Lisa Porter |
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Form S-4 Am. No. 4 |
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333-262431 |
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99.3 |
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June 16, 2022 |
99.4+ |
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Consent of Jim Bellingham |
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99.5 |
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Consent of Adam Sharkawy |
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Form S-4 Am. No. 4 |
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333-262431 |
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99.5 |
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June 16, 2022 |
99.6 |
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Consent of John W. Gibson, Jr. |
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Form S-4 Am. No. 4 |
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333-262431 |
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99.6 |
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June 16, 2022 |
99.7 |
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Consent of Eli Spiro |
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Form S-4 Am. No. 4 |
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333-262431 |
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99.7 |
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June 16, 2022 |
99.8 |
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Consent of and Joseph W. Dyer |
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Form S-4 Am. No. 4 |
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333-262431 |
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99.8 |
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June 16, 2022 |
99.9 |
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Preliminary Proxy Card. |
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Form S-4 Am. No. 4 |
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333-262431 |
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99.9 |
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June 16, 2022 |
99.10 |
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Section 262 of the DGCL (included as Annex E to the proxy statement/prospectus) |
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101.INS** |
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Inline XBRL Instance Document. |
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101.CAL** |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.SCH** |
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Inline XBRL Taxonomy Extension Schema Document. |
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101.DEF** |
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Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB** |
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Inline XBRL Taxonomy Extension Labels Linkbase Document. |
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101.PRE** |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104** |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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107 |
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Filing fee table |
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Form S-4 Am. No. 1 |
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333-262431 |
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107 |
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March 31, 2022 |
| * | Indicates management contract or compensatory plan or arrangement. |
| ** | Previously filed with Amendment No. 5. |
| + | To be filed by amendment. |
| # | Certain of the exhibits and schedules to this Exhibit have been
omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and
schedules to the SEC upon its request. |
| † | The Registrant has redacted provisions or terms of this Exhibit
pursuant to Regulation S-K Item 601(b)(10)(iv). While portions of the Exhibits have been omitted, these Exhibits include a prominent
statement on the first page of each redacted Exhibit that certain identified information has been excluded from the exhibit because it
is both not material and is the type that you treat as private or confidential. The Registrant agrees to furnish an unredacted copy of
the Exhibit to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements
of the Securities Act, the registrant has duly caused this Amendment No. 6 to the Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 5th day of July, 2022.
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CLEANTECH ACQUISITION CORP. |
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By: |
/s/ Eli Spiro |
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Name: |
Eli Spiro |
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Title: |
Chief Executive Officer |
Pursuant to the requirements
of the Securities Act of 1933, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Eli Spiro |
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Chief Executive Officer |
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July 5, 2022 |
Eli Spiro |
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(Principal Executive Officer) |
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* |
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Chief Financial Officer |
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July 5, 2022 |
Richard Fitzgerald |
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(Principal Financial and Accounting Officer) |
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* |
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Chairman of the Board |
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July 5, 2022 |
Jon Najarian |
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* |
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Vice Chairman of the Board |
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July 5, 2022 |
Bill Richardson |
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* |
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Director |
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July 5, 2022 |
Louis Buffalino |
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* |
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Director |
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July 5, 2022 |
Brendan Riley |
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* |
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Director |
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July 5, 2022 |
Britt E. Ide |
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* |
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Director |
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July 5, 2022 |
Jonas Grossman |
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* |
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Director |
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July 5, 2022 |
Douglas Cole |
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* By: |
/s/ Eli Spiro |
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Attorney-in-Fact |
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II-4
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