HOUSTON, Jan. 10,
2024 /PRNewswire/ -- Nauticus Robotics, Inc. (NASDAQ:
KITT) ("Nauticus" or the "Company"), a developer of subsea
autonomous robotic systems and software, today announced that it
secured an investment before the close of 2023 and eliminated many
of the dilutive warrants and ratchet provisions of the original
de-SPAC financing in the process. The new investment is the
first tranche of financing led by existing investors.
Nauticus anticipates executing a second tranche of investment,
discussions for which are ongoing and aimed at providing funding
for the year.
The new investment shows continued support from existing
stakeholders and is an integral component of several strategic
activities initiated by the Company's Board of Directors to
optimize its operations and to improve its near and long-term
financial viability. This includes the engagement of a new
executive management team, culminating in the promotion of
John W. Gibson, Jr. to interim CEO
on January 4, 2024.
"We currently have the intellectual property, prototypes, and
the talent to deliver robust products and services," said Gibson.
"Team Nauticus is now laser-focused on converting our intellectual
property, including both patents and trade secrets, into
differentiated solutions that bring significant value to both
commercial and government customers. We are shifting from
prototypes to creating reliable solutions for the blue
economy. We are pleased that our financing partners worked
with us to address the ratchet provisions associated with earlier
issued convertible securities, thereby enabling potential equity
investment from others. We appreciate the engagement of the
Company's Board in addressing earlier challenges, and, as a result
of our recent changes, are excited about the year ahead."
Gibson has over 35 years of experience in the energy and IT
industries, including serving as President of Halliburton Energy
Services. He has served as the President of Nauticus since
last October and on the Board of Directors since 2022.
He is joined by Victoria Hay, the
Company's interim Chief Financial Officer, and Nicholas Bigney, the Company's General Counsel,
both of whom were appointed during Q4 of 2023. JD Yamokoski,
the Company's long-time Chief Technology Officer, remains with
Nauticus and rounds out the executive management team.
Hay has been a contracted CFO for several smaller private
startups, and was previously the Senior Director of Global
Accounting and Reporting Services at Weatherford International
plc.
Bigney has nearly 20 years of experience in the energy and
infrastructure sector, with a background in complex financing and
M&A and has been general counsel of both public and private
companies.
Nauticus' new finance and corporate structure enables the
Company to realize its tightened strategic focus on providing
proven and innovative solutions to the blue economy. This
focus includes working with oil and gas producers to improve subsea
inspections in the near term and expanding into maintenance and
repair with the next generation of Aquanaut autonomous undersea
robots. Nauticus expects to be offshore certifying its new Aquanaut
Mk2 vehicle beginning in early 2024, and, upon completion of the
certification, anticipates transitioning to contracted operations
at a deepwater field for a major oil and gas producer.
The Company's Board hired Piper
Sandler & Co. as its investment banking advisor to help
facilitate the financing efforts and to assist in evaluating other
strategic alternatives, including pursuing closing of the recently
announced merger with 3D at Depth.
About Nauticus Robotics
Nauticus Robotics, Inc. develops autonomous
robots for the ocean industries. Autonomy requires the extensive
use of sensors, artificial intelligence, and effective algorithms
for perception and decision allowing the robot to adapt to changing
environments. Nauticus' robotic systems and services are designed
to address both commercial and government-facing customers. The
company has targeted the Robotics-as-a-Service (RaaS) business
model complemented by direct product sales of vehicles, components,
and licensing of related software. Nauticus has designed and
is currently testing and certifying a new generation of vehicles to
reduce operational cost and gather data to maintain and operate a
wide variety of subsea infrastructure.
Cautionary Language Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended (the "Act"), and are intended to
enjoy the protection of the safe harbor for forward-looking
statements provided by the Act as well as protections afforded by
other federal securities laws. Such forward-looking statements
include but are not limited to: the expected timing of product
commercialization or new product releases; customer interest in
Nauticus' products; estimated 2024 operating results and use of
cash; and Nauticus' use of and needs for capital. Generally,
statements that are not historical facts, including statements
concerning possible or assumed future actions, business strategies,
events, or results of operations, are forward-looking statements.
These statements may be preceded by, followed by, or include the
words "believes," "estimates," "expects," "projects," "forecasts,"
"may," "will," "should," "seeks," "plans," "scheduled,"
"anticipates," "intends," or "continue" or similar expressions.
Forward-looking statements inherently involve risks and
uncertainties that may cause actual events, results, or performance
to differ materially from those indicated by such statements. These
forward-looking statements are based on Nauticus' management's
current expectations and beliefs, as well as a number of
assumptions concerning future events. There can be no assurance
that the events, results, or trends identified in these
forward-looking statements will occur or be achieved.
Forward-looking statements speak only as of the date they are made,
and Nauticus is not under any obligation and expressly disclaims
any obligation, to update, alter, or otherwise revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise, except as required by law. Readers
should carefully review the statements set forth in the reports
which Nauticus has filed or will file from time to time with the
Securities and Exchange Commission (the "SEC") for a more complete
discussion of the risks and uncertainties facing the Company and
that could cause actual outcomes to be materially different from
those indicated in the forward-looking statements made by the
Company, in particular the sections entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in documents
filed from time to time with the SEC, including Nauticus' Annual
Report on Form 10-K filed with the SEC on March 28, 2023 and Quarterly Report on Form 10-Q,
filed with the SEC on August 14,
2023. Should one or more of these risks, uncertainties, or
other factors materialize, or should assumptions underlying the
forward-looking information or statements prove incorrect, actual
results may vary materially from those described herein as
intended, planned, anticipated, believed, estimated, or expected.
The documents filed by Nauticus with the SEC may be obtained free
of charge at the SEC's website at www.sec.gov.
Important Information for Investors and
Stockholders
This press release relates to a proposed
transaction between Nauticus and 3DAD. It 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. Nauticus
intends to file a registration statement on Form S-4 with the U.S.
Securities and Exchange Commission (the "SEC"), which will include
a document that serves as a prospectus and proxy statement of
Nauticus, referred to as a proxy statement/prospectus. A proxy
statement/prospectus will be sent to all Nauticus stockholders.
Nauticus will also file other documents regarding the proposed
transaction with the SEC. Before making any voting decision,
investors and security holders of Nauticus 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 Nauticus through the website
maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Nauticus, 3DAD and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Nauticus' stockholders in connection
with the proposed transaction. A list of the names of the
respective directors and executive officers of Nauticus and 3DAD
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.
No Offer or Solicitation
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.
Media Contact:
Narwhal Media Group
Jennifer Gooding
jgooding@narwhalmediagroup.com
Office: 646.981.0278
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SOURCE Nauticus Robotics
