As filed with the Securities and Exchange Commission
on February 12, 2024
Registration
No.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NAUTICUS
ROBOTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
87-1699753 |
(State or other
jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification Number) |
17146 Feathercraft Lane, Suite 450
Webster, TX 77598
(281) 942-9069
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Nicholas J. Bigney
General Counsel
Nauticus Robotics, Inc.
17146 Feathercraft Lane, Suite 450
Webster, TX 77598
(281) 942-9069
(Name and address, including zip code, and telephone number,
including area code, of agent for service of process)
With copies to:
Robert C. Morris
Brandon T. Byrne
Norton Rose Fulbright US LLP
1301 McKinney, Suite 5100
Houston, TX 77010
(713) 651-5161
Approximate date of commencement
of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with the dividend or interest reinvestment plans, 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, please 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(c) 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 registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
|
Large accelerated filer ☐ |
Accelerated filer ☐ |
|
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
|
|
Emerging growth company ☒ |
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. ☒
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 Commission, acting pursuant to said Section 8(a), may determine.
Subject
to Completion, dated February 12, 2024
The information in
this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.
PROSPECTUS
$30,000,000
Common Stock
Preferred Stock
Depositary Shares
Warrants
Rights
Units
Nauticus
Robotics, Inc.
We may offer and sell up
to $30,000,000 of the securities described in this prospectus from time to time in one or more transactions. This prospectus describes
the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific
terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which
these securities will be offered and may also supplement, update, or amend information contained in this prospectus. You should read
this prospectus and any applicable prospectus supplement, as well as the documents incorporated or deemed to be incorporated by reference
herein or therein, before you invest. We may offer these securities in amounts, at prices, and on terms determined at the time of offering.
Our common stock is
traded on the Nasdaq Capital Market under the symbol “KITT.” On February 5, 2024, the closing price of our common stock
was $0.3561 per share. Each prospectus supplement will indicate whether the securities offered thereby will be listed on any
securities exchange.
The address of our principal
executive offices is 17146 Feathercraft Lane, Suite 450 Webster, TX 77598. Our phone number is (281) 942-9069.
The aggregate market value
of the outstanding shares of our common stock held by non-affiliates is approximately $25,857,140, which was calculated in accordance
with General Instruction I.B.6 of Form S-3 and is based on 38,137,374 shares outstanding held by non-affiliates as of December 29, 2023,
and a price per share of $0.678, which was the last reported sale price of our common stock on the Nasdaq Capital Market on February 5,
2024. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the aggregate market value of securities sold by us or on our
behalf in a primary offering pursuant to the registration statement of which this prospectus forms a part during any 12-calendar-month
period exceed one-third of the aggregate market value of our common stock held by non-affiliates, so long as the aggregate market value
of our common stock held by non-affiliates is less than $75.0 million. During the 12 calendar months prior to and including the date of
this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.6 of Form S-3.
We are an emerging growth
company and a smaller reporting company as defined under federal securities laws and, as such, may elect to comply with certain reduced
public company reporting requirements for future filings. Investing in our securities involves certain risks. See “Risk Factors”
on page 1 of this prospectus, contained in any applicable prospectus supplement, and in the documents incorporated by reference herein
and therein for a discussion of the factors you should carefully consider before deciding to purchase our securities.
NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is .
TABLE OF CONTENTS
RISK FACTORS
Investing in our securities
involves significant risks. Please see the risk factors under the heading “Risk Factors” in any prospectus supplement as well
as in our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q filed subsequent to the Annual Report on Form
10-K, which are on file with the Securities and Exchange Commission, or the SEC, and are incorporated by reference in this prospectus
and any prospectus supplement in their entirety, as the same may be amended, supplemented, or superseded from time to time by our filings
under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Before making an investment decision, you should carefully
consider these risks as well as other information we include or incorporate by reference in this prospectus and any prospectus supplement.
The risks and uncertainties we have described are not the only ones facing our company. These risks, and additional risks not known to
us or that we currently believe are immaterial, could materially and adversely affect our business, operating results, cash flows, financial
condition, or prospects, and the securities offered by means of this prospectus, and could result in a partial or complete loss of your
investment.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E
of the Exchange Act, with respect to our financial condition, results of operations and business, plans, objectives and strategies. We
intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions.
These
forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking
statements often use words such as “estimate,” “project,” “predict,” “will,” “would,”
“should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,”
“believe,” “expect,” “aim,” “goal,” “target,” “objective,” “commit,”
“advance,” “likely” or similar expressions that convey the prospective nature of events or outcomes. There are
several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements.
Such factors include, without limitation, those risks, uncertainties and other factors described in “Risk Factors,” those
discussed and identified in the Company’s public filings made with the SEC and the following:
| ● | We are an early-stage
company with a history of losses and expect to incur significant expenses for the foreseeable future. |
|
● |
A significant amount of our revenues is derived from a limited number of customers. A material portion of our revenue may be generated by sales to government entities, which are subject to a number of uncertainties, challenges, and risks. |
| ● | If we fail to effectively manage our limited financial and
human resources, we may not be able to design, develop, manufacture, market, and launch new generations of our robotic systems
successfully. |
| ● | Our operating and financial
projections rely on management assumptions and analyses. If these assumptions or analyses prove to be incorrect, our actual operating
results may be materially different from our forecasted results. |
| ● | Our business plans
require a significant amount of capital. Our future capital needs may require us to sell additional equity or debt securities that may
dilute our stockholders or introduce covenants that may restrict our operations or our ability to pay dividends. |
|
● |
To adapt to changing markets, we may have to dispose of assets to fund new opportunities and contracts. Our assets are expensive and we may not be able to get full book or market value for those assets in dispositions. |
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● |
Adoption of our solutions may face internal resistance at our customers due to the shift from complete control of vehicles to autonomy. This may require us to offer products such as “augmented autonomy” solutions in order to allow for required cultural changes to occur. |
| ● | We
will incur significant increased expenses and administrative burdens as a public company, which could have a material adverse effect
on our business, prospects, financial condition and operating results. Slower payment of vendors due to constrained capital could make
access to needed equipment and consumables difficult or expensive to procure. |
| ● | We may be unable to access sufficient capital needed to fund
and grow our business, and any such capital may be subject to unfavorable terms. |
| ● |
We operate
in a competitive industry that is subject to rapid technological change, and we expect competition to increase. We compete against numerous
large and well-funded competitors that are capable of rapidly investing capital in our target markets.
|
| ● | Our target markets
are largely international and require skills, knowledge and competencies in foreign exchange, taxation, legal, export controls, anti-bribery
and other fields. We have only recently added personnel with the necessary skills to oversee these risks and the ability is concentrated
in few individuals. |
| ● | Our financial results
may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. |
| ● | We have yet to achieve
positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain. |
| ● | Because we became a public reporting company by means other
than a traditional underwritten initial public offering, our stockholders may face additional risks and uncertainties. In addition,
the Company’s significant expenditures in respect of former legal and other advisors during its going public transaction may
have created risk of insufficient cash and cash equivalents going forward. |
| ● | The market price of
our common stock is likely to be highly volatile, and stockholders may lose some or all of their investment. |
| ● | Volatility in our share
price could subject us to securities class action litigation. |
| ● | We incur increased
costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives
and corporate governance practices. |
| ● | Our stock price may
continue to fluctuate. |
| ● | If we are unable to regain and maintain compliance with Nasdaq’s
listing criteria, including their minimum bid price rule, Nasdaq may delist the Company’s securities. |
These
and other factors could cause actual results to differ from those implied by the forward-looking statements. Forward-looking statements
are not guarantees of performance and speak only as of the date hereof. The forward-looking statements are based on the current and reasonable
expectations of our management but are inherently subject to uncertainties and changes in circumstances and their potential effects and
speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated
or that we will achieve or realize these plans, intentions or expectations.
All
forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing
cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by law.
In
addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based
upon information available to us as of the date of this filing, and while we believe such information forms a reasonable basis for such
statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive
inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are
cautioned not to unduly rely upon these statements.
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the “SEC,” using a “shelf”
registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act. Under this shelf process,
we may offer and sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount
of $30,000,000. Specific information about the terms of an offering will be included in a prospectus or a prospectus supplement relating
to each offering of securities. That prospectus supplement may include a discussion of any risk factors or other special considerations
that apply to those securities. The prospectus supplement may also add, update, or change information included in this prospectus. You
should carefully read both this prospectus, any prospectus supplement, any free writing prospectus that we authorize to be distributed
to you, and any information incorporated by reference into the foregoing, together with additional information described under the headings
“Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” before investing in
any of the securities offered under this prospectus.
We have not authorized anyone
to give you any additional information different from that contained in this prospectus, any accompanying prospectus supplement or any
free writing prospectus provided in connection with an offering. We take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. We are not making an offer to sell these securities in any jurisdiction
where the offer is not permitted.
This prospectus contains
summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for
complete information. All of the summaries are qualified in their entirety by reference to the actual documents.
The information contained
in this prospectus is accurate only as of the date on the front cover of this prospectus or prospectus supplement, or that the information
contained in any document incorporated by reference into this prospectus or any prospectus supplement, regardless of when this prospectus
is delivered or when any sale of our securities occurs. Our business, financial condition, results of operations, cash flows, and prospects
may have changed since that date. If there is any inconsistency between the information in this prospectus or any information incorporated
by reference herein and in a prospectus supplement, you should rely on the information in that prospectus supplement with the most recent
date.
This prospectus is not an
offer to sell or solicitation of an offer to buy our securities in any circumstances under which or jurisdiction in which the offer or
solicitation is unlawful. Unless the context otherwise indicates, the terms “the Company,” “we,” “our,”
“ours,” and “us” refer to Nauticus Robotics, Inc. and its subsidiaries. The phrase “this prospectus”
refers to this prospectus and any applicable prospectus supplement, unless the context otherwise requires. In this prospectus, we sometimes
refer to the common stock, preferred stock, depositary shares, warrants, rights, and units collectively as the “securities.”
Nauticus
Robotics, Inc.
Nauticus
develops autonomous robots for the ocean industries. Autonomy requires the extensive use of sensors, artificial intelligence, and effective
algorithms for both leveraging perception and implementing decisions, which allow 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. Besides a standalone service offering and forward-facing products, Nauticus’
approach to ocean robotics has also resulted in the development of a range of technology products for retrofit/upgrading legacy systems
and other third-party vehicle platforms. Nauticus’ services provide customers with the necessary data collection, analytics, and
subsea manipulation capabilities to support and maintain assets while reducing their operational footprint, operating cost, and greenhouse
gas emissions, to improve offshore health, safety, and environmental exposure.
Our
common stock trades on the Nasdaq Capital Market under the stock ticker symbol “KITT.”
USE OF PROCEEDS
We intend to use the net
proceeds from the sale of any securities offered by us under this prospectus for general corporate purposes unless otherwise indicated
in the applicable prospectus supplement. General corporate purposes may include, but are not limited to, the acquisition of companies
or businesses, repayment and refinancing of debt, investments in our subsidiaries, investments in existing or future projects, repurchasing
or redeeming securities, working capital, and capital expenditures. We may temporarily invest the net proceeds in investment-grade, interest-bearing
securities until they are used for their stated purpose. We have not determined the amount of net proceeds to be used specifically for
such purposes or the timing of these expenditures, and the net proceeds from the sale of the securities have not been accounted for in
our normal budgeting process. The amounts actually expended for these purposes may vary significantly and will depend on a number of factors,
including the amount of cash we generate from future operations, the actual expenses of operating our business, and opportunities that
may be or become available to us. As a result, management will retain broad discretion over the allocation of net proceeds. Additional
information on the use of net proceeds we receive from the sale of securities covered by this prospectus may be set forth in the prospectus
supplement relating to the specific offering.
GENERAL DESCRIPTION OF SECURITIES
We may offer under this prospectus:
| ● | depositary shares representing an interest in a fractional
share or multiple shares of our preferred stock; |
| ● | warrants to acquire common stock or preferred stock; |
| ● | rights to purchase common stock, preferred stock, or warrants; |
| ● | any combination of the foregoing, either individually or
as units consisting or two or more securities. |
The following description
of the terms of these securities sets forth some of the general terms and provisions of securities that may be offered. The particular
terms of securities offered by any prospectus supplement and the extent, if any, to which the general terms set forth below do not apply
to those securities, will be described in the related prospectus supplement. In addition, if we offer securities as units, the terms of
the units will be described in the applicable prospectus supplement. Any prospectus supplement may add, change, update, or supersede the
information contained in this prospectus. The prospectus supplement will also contain information, where applicable, about material U.S.
Federal income tax considerations relating to the offered securities, and the securities exchange, if any, on which the offered securities
will be listed. The descriptions herein and in the applicable prospectus supplement do not contain all of the information that you may
find useful or that may be important to you. You should refer to the provisions of the actual documents whose terms are summarized herein
and in the applicable prospectus supplement, because those documents, and not the summaries, define your rights as holders of the relevant
securities. For more information, please review the forms of these documents, which are or will be filed with the SEC and will be available
as described under the heading “Where You Can Find More Information,” below. If the information contained in the prospectus
supplement differs from the following description, you should rely on the information in the prospectus supplement.
Whenever references are made
in this prospectus to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules,
or regulations, we may instead include such information or add, update, or change the information contained in this prospectus by means
of a post-effective amendment to the registration statement of which this prospectus is a part, through filings we make with the SEC that
are incorporated by reference in this prospectus, or by any other method as may be permitted under applicable law, rules, or regulations.
DESCRIPTION OF CAPITAL STOCK AND WARRANTS
The
following summary sets forth the material terms of our securities including capital stock and warrants. The following summary is not intended
to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Second Amended and Restated
Certificate of Incorporation (“Charter”), our amended and restated bylaws (“Bylaws”) and warrant-related documents,
which are included as exhibits to the registration statement of which this prospectus forms a part. We urge you to read such documents
in their entirety for a complete description of the rights and preferences of our securities.
Authorized and Outstanding Stock
Our Charter authorizes the issuance of 635,000,000
total shares, consisting of (a) 625,000,000 shares of Common Stock, and (b) 10,000,000 shares of preferred stock. No shares of preferred
stock are outstanding as of the date of this prospectus.
Voting Power
Except
as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders
of Common Stock possess all voting power for the election of our directors and all other matters requiring stockholder action. Holders
of the Common Stock are entitled to one vote per share on matters to be voted on by stockholders.
Dividends
Subject
to applicable law and the rights and preferences of any holders of any outstanding series of our preferred stock, the holders of the Common
Stock, as such, shall be entitled to the payment of dividends on the Common Stock when, as and if declared by our Board in accordance
with applicable law. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition. It is the present intention of the Board to retain all earnings, if any, for use in our business operations
and, accordingly, our Board does not anticipate declaring any dividends in the foreseeable future.
Liquidation
Subject
to the rights and preferences of any holders of any shares of any outstanding series of our preferred stock, in the event of any liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed
to our stockholders shall be distributed among the holders of the then outstanding the Common Stock pro rata in accordance with the number
of shares of the Common Stock held by each such holder.
Preemptive or Other
Rights
There
are no sinking fund provisions applicable to the Common Stock.
Limitations on Liability
and Indemnification of Officers and Directors
Our Charter
and Bylaws limit the liability of our directors, and provide for the indemnification of our current and former officers and directors,
in each case, to the fullest extent permitted by Delaware law.
We
have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
provided for in our Charter and Bylaws. The Charter and Bylaws also permit us to secure insurance on behalf of any officer, director or
employee for any liability arising out of his or her actions.
In
connection with the closing of our de-SPAC Business Combination (the “Closing”), CleanTech Acquisition Corp. (“CLAQ”)
purchased a tail policy with respect to liability coverage for the benefit of former CLAQ officers and directors. We will maintain such
tail policy for a period of no less than six (6) years following the Closing.
These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
We
believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary
to attract and retain talented and experienced officers and directors.
Certain Anti-Takeover
Provisions of Delaware Law; Charter and Bylaws
The
Charter and Bylaws contain, and the General Corporate Law of the State of Delaware (“DGCL”) contains, provisions, as summarized
in the following paragraphs, that are intended to enhance the likelihood of continuity and stability in the composition of the Board.
These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the
Board’s ability to maximize stockholder value in connection with any unsolicited offer to acquire the Company. However, these provisions
may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of the Company by means of a tender offer, a
proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result
in a premium over the prevailing market price for the shares of Common Stock held by stockholders.
Delaware Law
We
are governed by the provisions of Section 203 of the DGCL. Section 203 generally prohibits a publicly held Delaware corporation
from engaging in a “business combination” with any “interested stockholder” for a period of three years after
the date of the transaction in which the person became an interested stockholder, unless (with certain exceptions) the business combination
or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a “business
combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder.
Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years
prior to the determination of interested stockholder status, did own) 15% or more of a corporation’s voting stock. These provisions
may have the effect of delaying, deferring or preventing changes in control of the Company not approved in advance by the Board.
Special Meetings
The
Charter provides that special meetings of the stockholders may be called only by or at the direction of the Board, the Chairperson of
the Board or the Chief Executive Officer. The Bylaws prohibit the conduct of any business at a special meeting other than as specified
in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes
in control or management of the Company.
Advance Notice
of Director Nominations and New Business
The
Bylaws state that in order for a stockholder to propose nominations of candidates to be elected as directors or any other proper business
to be considered by stockholders at the annual meeting, such stockholder must, among other things, provide notice thereof in writing to
the secretary at the principal executive offices of Nauticus within the time periods set forth in the Bylaws. Such notice must contain,
among other things, certain information about the stockholder giving the notice (and the beneficial owner, if any, on whose behalf the
nomination or proposal is made) and certain information about any nominee or other proposed business. Stockholder proposals of business
other than director nominations cannot be submitted in connection with special meetings of stockholders.
The
Bylaws allow the presiding officer at a meeting of stockholders to adopt rules and regulations for the conduct of meetings which may have
the effect of precluding the conduct of certain business at a meeting if such rules and regulations are not followed. These provisions
may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate
of directors or otherwise attempting to influence or obtain control of the Company.
Supermajority Voting
for Amendments to Our Governing Documents
The
Charter requires the affirmative vote of at least 66⅔% of the voting power of all shares of Common Stock then outstanding. The
Charter provides that the Board is expressly authorized to adopt, amend or repeal the Bylaws and that our stockholders may amend certain
provision of the Bylaws only with the approval of at least 66⅔% of the voting power of all shares of our Common Stock then outstanding.
These provisions make it more difficult for stockholders to change the Charter or Bylaws and may, therefore, defer, delay or discourage
a potential acquirer from conducting a solicitation of proxies to amend the Charter or Bylaws or otherwise attempting to influence or
obtain control of the Company.
No Cumulative
Voting
The
DGCL provides that a stockholder’s right to vote cumulatively in the election of directors does not exist unless the certificate
of incorporation specifically provides otherwise. The Charter does not provide for cumulative voting. The prohibition on cumulative voting
has the effect of making it more difficult for stockholders to change the composition of the Board.
Classified Board
of Directors
The
Charter provides that the Board is divided into three classes of directors, with the classes to be as nearly equal in number as possible,
designated Class I, Class II and Class III. The terms of Class I, Class II and Class III directors
end at our 2026, 2024 and 2025 annual meetings of stockholders, respectively. Directors of each class the term of which shall then expire
shall be elected to hold office for a three-year term. The classification of directors has the effect of making it more difficult for
stockholders to change the composition of our Board and require a longer time period to do so. The Charter provides that the number of
directors will be fixed from time to time exclusively pursuant to a resolution adopted by the Board. The classification of directors has
the effect of making it more difficult for stockholders to change the composition of our Board. As a result, in most circumstances, a
person can gain control of the Board only by successfully engaging in a proxy contest at two or more meetings of stockholders at which
directors are elected.
Removal of Directors;
Vacancies
The
Charter and Bylaws provide that, so long as the Board is classified, directors may be removed only for cause and only upon the affirmative
vote of holders of at least 66⅔% of the voting power of all the then outstanding shares of stock entitled to vote generally in
the election of directors, voting together as a single class. Therefore, because stockholders cannot call a special meeting of stockholders,
as discussed above, stockholders may only submit a stockholder proposal for the purpose of removing a director at an annual meeting. The
Charter and Bylaws provide that vacancies and newly created directorships resulting from any increase in the authorized number of directors
shall be filled only by a majority of the directors then in office or by a sole remaining director. Therefore, while stockholders may
remove a director, stockholders are not able to elect new directors to fill any resulting vacancies that may be created as a result of
such removal.
Stockholder Action
by Written Consent
The
DGCL permits any action required to be taken at any annual or special meeting of the stockholders to be taken without a meeting, without
prior notice and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares
of stock entitled to vote thereon were present and voted, unless the certificate of incorporation provides otherwise. The Charter and
Bylaws preclude stockholder action by written consent. This prohibition, combined with the fact stockholders cannot call a special meeting,
as discussed above, means that stockholders are limited in the manner in which they can bring proposals and nominations for stockholder
consideration, making it more difficult to effect change in our governing documents and the Board.
Warrants
As
of the date of this prospectus, 8,624,991 Public Warrants (which means the warrants sold in our IPO as part of the Units, whether they
were purchased in the IPO or thereafter in the open market) are outstanding. Each whole Public Warrant entitles the registered holder
to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the completion of the Business Combination. However, no Public Warrants will be exercisable for cash unless we have an effective and
current registration statement (including a current prospectus) covering the shares of Common Stock issuable upon exercise of the Public
Warrants. Notwithstanding the foregoing, during any period when we shall have failed to maintain an effective registration statement,
warrant holders may exercise, subject to the terms of the Warrant Agreement, Public Warrants on a cashless basis pursuant to an available
exemption from registration under the Securities Act. The Public Warrants will expire on the fifth anniversary of our completion of the
Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The
Private Warrants are identical in all material respects to the Public Warrants except that (i) such Private Warrants will be exercisable
for cash (even if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective)
or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by
the initial purchasers of such warrants or their affiliates, and (ii) the Private Warrants purchased by CleanTech Investments will not
be exercisable more than five years from July 14, 2021, in accordance with FINRA Rule 5110(g)(8), as long as Chardan Capital
Markets, LLC or any of its related persons beneficially own these private warrants.
Redemption
We
may call the outstanding Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:
| ● | at any time after the Public
Warrants become exercisable, |
| ● | upon not less than 30 days’
prior written notice of redemption to each warrant holder, |
| ● | if, and only if, the reported
last sale price of the shares of Common Stock equals or exceeds $16.50 per share (subject to adjustment for splits, dividends, recapitalizations
and other similar events), for any 20 trading days within a 30-day trading period ending on the third business day
prior to the notice of redemption to warrant holders, and |
| ● | if, and only if, there is a
current registration statement in effect with respect to the shares of Common Stock underlying such warrants at the time of redemption
and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
The
right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption (the “Redemption
Date”). On and after the Redemption Date, a record holder of a Public Warrant will have no further rights except to receive the
redemption price for such holder’s Public Warrant upon surrender of such Public Warrant.
The
redemption criteria for our Public Warrants have been established at a price which is intended to provide warrant holders a reasonable
premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant
exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to
drop below the exercise price of the Public Warrants. Redemption may occur at a time when the redeemable warrants are “out-of-the-money,”
in which case you would lose any potential embedded value from a subsequent increase in the value of our Common Stock had your Public
Warrants remained outstanding. Historical trading prices for our Common Stock have not exceeded the $16.50 per share threshold at which
the Public Warrants would become redeemable. However, this could occur in the future.
In
the event we elect to redeem our Public Warrants, we will notify holders of Public Warrants of such redemption as described in the Warrant
Agreement, and we will fix the Redemption Date. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less
than 30 days prior to the Redemption Date to the registered holders of the Public Warrants to be redeemed at their last addresses
as they appear on the books maintained by the warrant agent, Continental Stock Transfer & Trust Company. Any notice mailed in the
manner provided in the Warrant Agreement will be conclusively presumed to have been duly given whether or not the registered holder received
such notice. In addition, beneficial owners of the Public Warrants will be notified of such redemption via posting of the redemption notice
to DTC.
If
we call the Public Warrants for redemption as described above, our management will have the option to require all holders that wish to
exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering
the Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants
and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average
reported last sale price of our Common Stock for the 10 trading days ending on the third trading day prior to the
date on which the notice of redemption is sent to the holders of Public Warrants. If our management takes advantage of this option, the
notice of redemption will contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise
of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce
the number of shares of Common Stock to be issued and thereby lessen the dilutive effect of a warrant redemption.
Whether
we will exercise our option to require all holders to exercise their Public Warrants on a “cashless basis” will depend on
a variety of factors including the price of our common shares at the time the Public Warrants are called for redemption, our cash needs
at such time and concerns regarding dilutive share issuances. We believe this feature is an attractive option to us if we do not need
the cash from the exercise of the Public Warrants. If we call the Public Warrants for redemption and our management does not take advantage
of this option, the holders of the Private Warrants and their permitted transferees would still be entitled to exercise their Private
Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to
use had all warrant holders been required to exercise their warrants on a cashless basis.
The
Public Warrants were issued in registered form under the Warrant Agreement which provides that the terms of the Public Warrants may be
amended without the consent of any holder to, among other things, cure any ambiguity or correct any defective provision that is not inconsistent
with the Warrant Agreement, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding
warrants in order to make any change not permitted by Section 9.8 of the Warrant Agreement, including any amendment to increase the exercise
price of the Warrants or shorten the exercise period.
The
exercise price and number of shares of Common Stock issuable on exercise of the Warrants may be adjusted in certain circumstances including
in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation.
The
Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent,
with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment
of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
(who are not stockholders of the Company) do not and will not have the rights or privileges of holders of shares of Common Stock, including,
without limitation, any voting rights, unless and until they exercise their warrants and receive shares of Common Stock. After the issuance
of shares of Common Stock upon exercise of the Warrants, each holder will be entitled to one vote for each share held on all matters to
be voted on by stockholders.
Except
as described above, no Public Warrants will be exercisable for cash, and we will not be obligated to issue shares of Common Stock unless,
at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of Common Stock issuable upon exercise of the
Warrants is current and the shares of Common Stock have been registered or qualified or deemed to be exempt under the securities laws
of the state of residence of the holder of the Warrants. Under the terms of the Warrant Agreement, we have agreed to use our best efforts
to meet these conditions and to maintain a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants
until the expiration of the Warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current
prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants, holders will be unable to exercise their Warrants,
and we will not be required to settle any such warrant exercise. If the prospectus relating to the shares of Common Stock issuable upon
the exercise of the warrants is not current or if the Common Stock is not qualified or exempt from qualification in the jurisdictions
in which the holders of the Warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the Warrants
may have no value, the market for the Warrants may be limited, and the Warrants may expire worthless.
A
holder of a Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.9% (or such other amount as a holder
may specify) of Common Stock outstanding.
No
fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive
a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Common Stock
to be issued to the warrant holder.
We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the Warrant
Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such
action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act
or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Our Transfer Agent
and Warrant Agent
The
transfer agent for our Common Stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 1 State
Street, New York, New York 10004.
Listing of Securities
Our
Common Stock and Public Warrants are listed on the Nasdaq Capital Market under the symbols “KITT” and
“KITTW,” respectively.
DESCRIPTION OF DEPOSITARY SHARES
Set
forth below is a description of the general terms and conditions of the depositary shares that may be offered under this prospectus. The
specific terms and conditions of the depositary shares will be described in a supplement to this prospectus. Any prospectus supplement
may add, change, update, or supersede the terms and conditions of the depositary shares as described in this prospectus. To the extent
the information contained in the applicable prospectus supplement differs from the description set forth below, you should rely on the
information in the applicable prospectus supplement, deposit agreement, and depositary receipts.
General
We
may elect to offer fractional shares or some multiple of shares of preferred stock, rather than offer whole shares of preferred stock.
If we choose to do this, we will issue receipts for depositary shares. Each depositary share will represent a fraction or some multiple
of a share of a particular series of preferred stock.
The
shares of any series of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between
us and a bank or trust company, which we will select. The bank or trust company must have its principal office in the United States and
a combined capital and surplus of at least $500,000,000. The prospectus supplement relating to a series of depositary shares will state
the name and address of the depositary. Unless otherwise provided by the deposit agreement, each owner of depositary shares will be entitled,
in proportion to the applicable fraction or multiple of a share of preferred stock underlying the depositary shares, to all the rights
and preferences of the preferred stock underlying the depositary shares including dividend, voting, redemption, conversion, and liquidation
rights.
The
depositary shares will be evidenced by depositary receipts issued under the deposit agreement. Depositary receipts will be distributed
to those persons purchasing the fractional interest in or multiple of shares of the related series of preferred stock in accordance with
the terms of the offering described in the related prospectus supplement.
Dividends
and other Distributions
The
depositary will distribute all cash dividends or other cash distributions received with respect to preferred stock to the record holders
of depositary shares relating to the preferred stock in proportion to the numbers of the depositary shares owned by the holders on the
relevant record date. However, the depositary will distribute only an amount that can be distributed without attributing to any holder
of depositary shares a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum received
by the depositary for distribution to record holders of depositary shares.
If
there is a non-cash distribution, the depositary will distribute property received by it to the record holders of depositary shares entitled
to it, unless the depositary determines that it is not feasible to make the distribution. If this happens, the depositary may, with our
approval, sell the property and distribute the net sale proceeds to the holders.
Redemption
of Depositary Shares
If
a series of the preferred stock underlying the depositary shares is redeemed in whole or in part, the depositary shares will be redeemed
from the redemption proceeds received by the depositary. The redemption price for each depositary share will be equal to the applicable
fraction or multiple of the redemption price for each share payable with respect to the series of the preferred stock. Whenever we redeem
shares of preferred stock held by the depositary, the depositary will redeem on the same redemption date the number of depositary shares
relating to the shares of preferred stock so redeemed. If less than all of the depositary shares are to be redeemed, the depositary shares
to be redeemed will be selected by lot or proportionally as may be determined by the depositary.
After
the date fixed for redemption, the depositary shares called for redemption will no longer be considered outstanding and all rights of
the holders of depositary shares will cease, except the right to receive the money, securities or other property payable upon the redemption
and any money, securities, or other property to which the holders of the redeemed depositary shares were entitled upon surrender to the
depositary of the depositary receipts evidencing the depositary shares.
Voting
the Preferred Stock
Upon
receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the information
contained in the notice of meeting to the record holders of depositary shares relating to the preferred stock. Each record holder of depositary
shares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary
how to exercise the voting rights pertaining to the number of shares of preferred stock underlying the holder’s depositary shares.
The depositary will endeavor, to the extent practicable, to vote the number of shares of preferred stock underlying the depositary shares
in accordance with these instructions, and we will agree to take all action that the depositary may consider necessary in order to enable
the depositary to vote the shares.
Amendment
and Termination of Deposit Agreement
We
may enter into an agreement with the depositary at any time to amend the form of depositary receipt evidencing the depositary shares and
any provision of the deposit agreement. However, the holders of a majority of the depositary shares must approve any amendment that materially
and adversely alters the rights of the existing holders of depositary shares. We or the depositary may terminate the deposit agreement
only if (i) all outstanding depositary shares issued under the agreement have been redeemed, or (ii) a final distribution in connection
with any liquidation, dissolution, or winding up has been made to the holders of depositary shares.
Charges
of Depositary
We
will pay all transfer and other taxes and governmental charges arising solely from the existence of the deposit arrangements. We will
also pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock.
Holders of depositary shares will pay transfer and other taxes and governmental charges and such other charges as are expressly provided
in the deposit agreement to be for their accounts.
Resignation
and Removal of Depositary
The
depositary may resign at any time by delivering to us notice of its election to resign, and we may at any time remove the depositary.
Any resignation or removal will take effect when a successor depositary has been appointed and has accepted the appointment. Appointment
must occur within 60 days after delivery of the notice of resignation or removal. The successor depositary must be a bank or trust company
having its principal office in the United States and having a combined capital and surplus of at least $500,000,000.
Miscellaneous
The
depositary will forward to the holders of depositary shares all reports and communications that we deliver to the depositary and that
we are required to furnish to the holders of the preferred stock.
Neither
the depositary nor we will be liable if either of us are prevented or delayed by law or any circumstance beyond our control in performing
our obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith
of our duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding
in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. Further, both of us may rely upon written
advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary
receipts or other persons believed to be competent and on documents believed to be genuine.
DESCRIPTION OF WARRANTS
Set forth below is a description
of the general terms and conditions of the warrants that may be offered under this prospectus. The specific terms and conditions of the
warrants will be described in a supplement to this prospectus. Any prospectus supplement may add, change, update, or supersede the terms
and conditions of the warrants as described in this prospectus. To the extent the information contained in the applicable prospectus supplement
differs from the description set forth below, you should rely on the information in the applicable prospectus supplement, warrant agreement,
and warrant certificate.
General
We may issue warrants to
purchase shares of our common stock or preferred stock in one or more series together with other securities or separately, as described
in each applicable prospectus supplement. Below is a description of certain general terms and provisions of the warrants that we may offer.
Particular terms of the warrants will be described in the applicable warrant agreements and the applicable prospectus supplement for the
warrants.
Terms of Warrants
The applicable prospectus
supplement will contain, where applicable, the following terms of and other information relating to the warrants:
| ● | the specific designation and aggregate number of, and the
price at which we will issue, the warrants; |
| ● | the currency or currency units in which the offering price,
if any, and the exercise price are payable; |
| ● | the designation, amount, and terms of the securities purchasable
upon exercise of the warrants; |
| ● | if applicable, the exercise price for shares of our common
stock and the number of shares of common stock to be received upon exercise of the warrants and any changes to or adjustments in the
exercise price; |
| ● | if applicable, the exercise price for shares of our preferred
stock, the number of shares of preferred stock to be received upon exercise and any changes to or adjustments in the exercise price,
and a description of that class or series of our preferred stock; |
| ● | the date on which the right to exercise the warrants will
begin and the date on which that right will expire or, if the warrants may not be continuously exercised throughout that period, the
specific date or dates on which the warrants may be exercised; |
| ● | whether the warrants will be issued in fully registered form
or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included
in a unit will correspond to the form of the unit and of any security included in that unit; |
| ● | any applicable material U.S. federal income tax consequences; |
| ● | the identity of the warrant agent for the warrants and of
any other depositaries, execution or paying agents, transfer agents, registrars or other agents; |
| ● | the proposed listing, if any, of the warrants or any securities
purchasable upon exercise of the warrants on any securities exchange; |
| ● | if applicable, the date from and after which the warrants
and the common stock or preferred stock will be separately transferable; |
| ● | if applicable, the minimum or maximum amount of the warrants
that may be exercised at any one time; |
| ● | information with respect to book-entry procedures, if any; |
| ● | the anti-dilution provisions of the warrants, if any; |
| ● | any redemption or call provisions; |
| ● | whether the warrants are to be sold separately or with other
securities as parts of units; and |
| ● | any additional terms of the warrants, including terms, procedures,
and limitations relating to the exchange and exercise of the warrants. |
Exercise of Warrants
Each warrant will entitle
the holder of the warrant to purchase at the exercise price set forth in the applicable prospectus supplement the number of shares of
common stock or preferred stock being offered. Holders may exercise warrants at any time up to the close of business on the expiration
date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will
be void. Holders may exercise warrants as described in the prospectus supplement relating to the warrants being offered.
Until a holder exercises
the warrants to purchase shares of our common stock or preferred stock, the holder will not have any rights as a holder of shares of our
common stock or preferred stock, as the case may be, by virtue of ownership of the warrants.
Transfer Agent and Registrar
The transfer agent and registrar
for any warrants will be set forth in the applicable prospectus supplement.
DESCRIPTION OF RIGHTS
Set
forth below is a description of the general terms and conditions of the rights that may be offered under this prospectus. The specific
terms and conditions of the rights will be described in a supplement to this prospectus. Any prospectus supplement may add, change, update,
or supersede the terms and conditions of the rights as described in this prospectus. To the extent the information contained in the applicable
prospectus supplement differs from the description set forth below, you should rely on the information in the applicable prospectus supplement,
rights agent or subscription agent agreement, and rights certificate.
General
We
may issue rights to purchase common stock, preferred stock, or warrants. The rights may or may not be transferable by the persons purchasing
or receiving the rights. In connection with any rights issuance, we may enter into a standby underwriting or other arrangement with one
or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining
unsubscribed for after such rights issuance. Rights may be issued independently or together with any of our common stock, preferred stock,
or warrants offered by a prospectus supplement, and may be attached to or separate from those offered securities. Each series of rights
will be issued under a separate rights agent or subscription agent agreement to be entered into between us and a bank or trust company,
as rights agent or subscription agent, as applicable, all as further set forth in the prospectus supplement relating to the particular
issue of rights. The rights agent or subscription agent will act solely as our agent in connection with the rights and will not assume
any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. A copy
of the form of rights agent or subscription agent agreement, including the form of rights certificate representing a series of rights,
will be filed with the SEC in connection with the offering of a particular series of rights.
Terms
of Rights
The
prospectus supplement relating to a particular issue of rights to purchase our common stock, preferred stock, or warrants will describe
the terms of those rights, which may include, without limitation, one or more of the following:
| ● | the date of determining
the security holders entitled to the rights distribution; |
| ● | the aggregate number
of rights issued and the aggregate number of shares of common stock or preferred stock or warrants purchasable upon exercise of the rights; |
| ● | the conditions to completion
of the rights offering; |
| ● | the date on which the
right to exercise the rights will commence and the date on which the rights will expire; and |
| ● | any applicable federal
income tax considerations. |
Exercise
of Rights
Each
right would entitle the holder of the right to purchase at the exercise price set forth in the applicable prospectus supplement the number
of shares of common stock or preferred stock or warrants being offered. Holders may exercise rights at any time up to the close of business
on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised
rights will be void. Holders may exercise rights as described in the prospectus supplement relating to the rights being issued. If less
than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other
than our security holders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant
to standby arrangements, as described in the applicable prospectus supplement.
Until
a holder exercises the rights to purchase shares of our common stock or preferred stock or warrants, the holder will not have any rights
as a holder of shares of our common stock or preferred stock or warrants, as the case may be, by virtue of ownership of the rights.
DESCRIPTION OF UNITS
Set
forth below is a description of the general terms and conditions of the units that may be offered under this prospectus. The specific
terms and conditions of the units will be described in a supplement to this prospectus. Any prospectus supplement may add, change, update,
or supersede the terms and conditions of the units as described in this prospectus. To the extent the information contained in the applicable
prospectus supplement differs from the description set forth below, you should rely on the information in the applicable prospectus supplement
and unit agreement.
We
may issue units consisting of one or more shares of common stock, shares of preferred stock, depositary shares, warrants, or rights or
any combination of such securities under this prospectus. The specific terms and conditions of the units will be described in a supplement
to this prospectus which may include, without limitation, one or more of the following:
| ● | the title of the series
of units; |
| ● | identification and
description of the separate securities comprising the units; |
| ● | the price or prices
at which the units will be issued; |
| ● | the date, if any, on
and after which the securities comprising the units will be separately transferrable; and |
| ● | any other material
terms of the units and the securities comprising such units. |
PLAN OF DISTRIBUTION
We may sell the securities
offered through this prospectus or any applicable prospectus supplement in any one or more of the following ways:
| ● | directly to investors, including through a specific bidding,
auction or other process; |
| ● | to investors through agents; |
| ● | to or through brokers or dealers; |
| ● | to the public through underwriting syndicates led by one
or more managing underwriters for resale to investors or to the public; |
| ● | to one or more underwriters acting alone for resale to investors
or to the public; |
| ● | through a block trade (which may involve crosses) in which
the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal
to facilitate the transaction; |
| ● | ordinary brokerage transactions and transactions in which
the broker solicits purchasers; |
| ● | in “at the market offerings,” within the meaning
of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise; |
| ● | transactions not involving market makers or established trading
markets, including direct sales or privately negotiated transactions; |
| ● | exchange distributions and/or secondary distributions; |
| ● | by delayed delivery contracts or by remarketing firms; |
| ● | transactions in options, swaps, or other derivatives that
may or may not be listed on an exchange; or |
| ● | through a combination of any such methods of sale. |
We reserve the right to sell
securities directly to investors on our own behalf in those jurisdictions where we are authorized to do so.
The securities may be distributed
at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market
prices, or negotiated prices. Any of the prices may represent a discount from the prevailing market prices. In the sale of the securities,
underwriters, dealers, or agents may receive compensation from us or from purchasers of the securities, for whom they may act as agents,
in the form of discounts, concessions, or commissions. Underwriters may sell the securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions from the purchasers
for whom they may act as agents. Underwriters, dealers, and agents that participate in the distribution of the securities may be deemed
to be underwriters under the Securities Act and any discounts or commissions they receive from us and any profit on the resale of securities
they realize may be deemed to be underwriting discounts and commissions under the Securities Act. The prospectus supplement will, where
applicable, describe, disclose, or identify:
| ● | the terms of the offering; |
| ● | any underwriters, dealers, or agents; |
| ● | any managing underwriter or underwriters; |
| ● | the purchase price of the securities; |
| ● | the net proceeds from the sale of the securities; |
| ● | any delayed delivery arrangements; |
| ● | any underwriting discounts, commissions, and other items
constituting underwriters’ compensation; |
| ● | any initial public offering price; |
| ● | any discounts or concessions allowed or re-allowed or paid
to dealers; and |
| ● | any commissions paid to agents. |
Any underwritten offering
may be on a best efforts or a firm commitment basis. If underwriters are used in the sale, the underwriters will acquire the securities
for their own account, including through underwriting, purchase, security lending or repurchase agreements with us. The underwriters may
resell the securities from time to time in one or more transactions, including negotiated transactions. Underwriters may sell the securities
in order to facilitate transactions in any of our other securities (described in this prospectus or otherwise), including other public
or private transactions and short sales. Underwriters may offer securities to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus
supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters
will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any
initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers.
If dealers are used in the
sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities
to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the
dealers and the terms of the transaction.
We may sell the securities
offered through this prospectus directly or through agents designated from time to time. The prospectus supplement will name any agent
involved in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated
in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities
directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect
to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
We may also make direct sales
through subscription rights distributed to our stockholders on a pro rata basis, which may or may not be transferable. In any distribution
of subscription rights to stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed
securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters,
to sell the unsubscribed securities to third parties.
If indicated in the applicable
prospectus supplement, securities may also be offered or sold by a “remarketing firm” in connection with a remarketing arrangement
contemplated by the terms of the securities. Remarketing firms may act as principals for their own accounts or as agents. The applicable
prospectus supplement will identify any remarketing firm and the terms of its agreement, if any, with us. It will also describe the remarketing
firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the remarketing of the securities.
If the prospectus supplement
indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities
at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date
in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus
supplement will describe the commission payable for solicitation of those contracts.
We may from time to time
engage a firm or firms to act as our agent for one or more offerings of our securities. We sometimes refer to any such agent as our “offering
agent.” If we reach agreement with an offering agent with respect to a specific offering, including the number of securities and
any minimum price below which sales may not be made, then the offering agent will try to sell such securities on the agreed terms. The
offering agent could make sales in privately negotiated transactions or any other method permitted by law, including sales deemed to be
an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including sales made directly on
an exchange, or sales made to or through a market maker other than on an exchange. Any such offering agent will be deemed to be an “underwriter”
within the meaning of the Securities Act with respect to any sales effected through an “at the market” offering.
Unless the applicable prospectus
supplement states otherwise, each series of offered securities will be a new issue and will have no established trading market, other
than shares of our common stock, which are listed on the Nasdaq Capital Market. We may elect to list any series of offered securities
on an exchange. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue
such market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also
engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Exchange Act.
Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or maintaining
the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution
has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters
to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a
syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if
they commence these transactions, discontinue them at any time.
We, the underwriters, dealers,
or other agents may engage in derivative transactions involving the securities. These derivatives may consist of short sale transactions
and other hedging activities. The underwriters, dealers, or agents may acquire a long or short position in the securities, hold or resell
securities acquired and purchase options or futures on the securities and other derivative instruments with returns linked to or related
to changes in the price of the securities. In order to facilitate these derivative transactions, we may enter into security lending or
repurchase agreements with the underwriters, dealers, or agents. The underwriters, dealers, or agents may effect the derivative transactions
through sales of the securities to the public, including short sales, or by lending the securities in order to facilitate short sale transactions
by others. The underwriters, dealers, or agents may also use the securities purchased or borrowed from us or others (or, in the case of
derivatives, securities received from us in settlement of those derivatives) to directly or indirectly settle sales of the securities
or close out any related open borrowings of the securities.
We may also make sales through
the Internet or through other electronic means. Since we may from time to time elect to offer securities directly to the public, with
or without the involvement of agents, underwriters, or dealers, utilizing the Internet or other forms of electronic bidding or ordering
systems for the pricing and allocation of such securities, you will want to pay particular attention to the description of that system
we will provide in a prospectus supplement.
Such electronic system may
allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are
subject to acceptance by us, and which may directly affect the price or other terms and conditions at which such securities are sold.
These bidding or ordering systems may present to each bidder, on a so-called “real-time” basis, relevant information to assist
in making a bid, such as the clearing spread at which the offering would be sold, based on the bids submitted, and whether a bidder’s
individual bids would be accepted, prorated or rejected.
Upon completion of such an
electronic auction process, securities will be allocated based on prices bid, terms of bid or other factors. The final offering price
at which securities would be sold and the allocation of securities among bidders would be based in whole or in part on the results of
the Internet or other electronic bidding process or auction.
Agents, underwriters, and
dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities
under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with
or perform services for us, in the ordinary course of business.
To comply with applicable
state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered
or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
WHERE YOU CAN FIND MORE INFORMATION
We are currently subject
to the information requirements of the Exchange Act and in accordance therewith file periodic reports, proxy and information statements,
and other information with the SEC. Our SEC filings are available to you on the SEC’s website at www.sec.gov.
Our website address is https://nauticusrobotics.com/. Information on our website is not incorporated into this prospectus or our other
securities filings and is not a part of this prospectus or any prospectus supplement.
Any statement contained in
a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
If you make a request for
such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the information incorporated
by reference into this prospectus. Any such request should be directed to:
Corporate Secretary
Nauticus Robotics, Inc.
17146 Feathercraft Lane, Suite 450
Webster, TX 77598
(281) 942-9069
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” certain information into this prospectus, which means that we can disclose important information about us by referring
you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus.
Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings
may modify or supersede some of the information included or incorporated in this prospectus. This means that you must carefully review
all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously
incorporated by reference have been modified or superseded. However, we undertake no obligation to update or revise any statements we
make, except as required by law.
This prospectus incorporates
by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act (in each case, other than those documents or the portions of those documents not deemed to be filed, including information furnished
under Item 2.02 or Item 7.01 of Form 8-K and any corresponding information furnished with respect to such Items under Item 9.01 or as
an exhibit) prior to the termination of the offering:
| ● | our Annual Report on Form 10-K for fiscal year ended December
31, 2022, filed with the SEC on March 28, 2023; |
| ● | our Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2023, filed with the SEC on May 15, 2023, and Amendment No. 1 thereto, filed with the SEC on August 10, 2023; |
| ● | our Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2023, filed with the SEC on August 14, 2023; |
| ● | our Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2023, filed with the SEC on November 14, 2023; |
| ● | our Current Reports on Form 8-K filed with the SEC on May 11, 2023, May 15, 2023, May 30, 2023, June 23, 2023, August 16, 2023, September 21, 2023, October 2, 2023, October 6, 2023, December 1, 2023, December 22, 2023, January 5, 2024, January 19, 2024, January 26, 2024, February 1, 2024 and February 5, 2024; and |
| ● | the description of the Common Stock contained in the Company’s Registration Statement on Form S-1
(File No. 333-273752), originally filed with the SEC on August 7, 2023, as updated by any amendment or report filed for the purpose of
updating such description. |
LEGAL MATTERS
The validity of any securities
offered from time to time by this prospectus and any related prospectus supplement will be passed upon for us by Norton Rose Fulbright
US LLP, Houston, Texas. Any underwriters, dealers, or agents will be advised about other issues relating to any offering by their own
legal counsel named in the applicable prospectus supplement.
EXPERTS
The financial statements
of Nauticus Robotics, Inc. as of December 31, 2022 and 2021 and for the years then ended included in this prospectus have been so included
in reliance on the report of Whitley Penn LLP, an independent registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
$30,000,000
Common Stock
Preferred Stock
Depositary Shares
Warrants
Rights
Units
Nauticus Robotics, Inc.
PROSPECTUS
, 2024
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate
(except in the case of the registration fee) of the amount of fees and expenses to be incurred in connection with the issuance and distribution
of the offered securities, other than underwriting discounts and commissions.
SEC Registration fee | |
$ | 4,428 | |
FINRA filing fees | |
| * | |
Printing expenses | |
| * | |
Legal fees and expenses | |
| * | |
Accounting fees and expenses | |
| * | |
Miscellaneous fees and expenses | |
| * | |
Other | |
| * | |
Total | |
| * | |
* | These fees are calculated based on the number of issuances and
amount of securities offered and accordingly cannot be estimated at this time. |
We will bear all costs, expenses,
and fees in connection with the registration of the securities, including with regard to compliance with state securities laws.
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section
145 of the General Corporation Law of the State of Delaware (referred to as the “DGCL”) empowers a corporation to indemnify
any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
the person’s conduct was unlawful.
Subsection (b) of Section
145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person
acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides
that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action,
suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection
therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s
heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify such person against such liabilities under Section 145.
Section 102(b)(7) of the DGCL provides that a
corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.
The Company’s Second
Amended and Restated Certificate of Incorporation provides for indemnification of its directors, officers, employees and other agents
to the maximum extent permitted by the DGCL, and the Company’s amended and restated bylaws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the DGCL.
Item 16. Exhibits.
The following is a list of
exhibits filed as part of this registration statement.
Exhibit |
|
Description |
1.1* |
|
Form of Underwriting Agreement |
4.1 |
|
Second Amended and Restated Certificate of Nauticus Robotics, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed August 7, 2023) |
4.2 |
|
Amended and Restated Bylaws of Nauticus Robotics, Inc, as amended and restated on May 11, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 filed on August 7, 2023) |
4.3 |
|
Specimen Common Stock Certificate of CleanTech Acquisition Corp. (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1/A (Amendment No. 3) filed on July 6, 2021) |
4.4* |
|
Form of Certificate of Designation for Preferred Stock |
4.5* |
|
Form of Preferred Stock Certificate |
4.6* |
|
Form of Deposit Agreement for Depositary Shares |
4.7* |
|
Form of Depositary Receipt for Depositary Shares |
4.8* |
|
Form of Warrant Agreement |
4.9* |
|
Form of Warrant Certificate |
4.10* |
|
Form of Rights Agreement or Subscription Agreement |
4.11* |
|
Form of Rights Certificate |
4.12* |
|
Form of Unit Agreement |
4.13* |
|
Form of Unit Certificate |
4.14 |
|
Specimen Warrant Certificate of CleanTech Acquisition Corp. (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1/A (Amendment No. 3) filed on July 6, 2021). |
4.15 |
|
Warrant Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp. (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on July 21, 2021). |
4.16 |
|
Rights Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp. (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on July 21, 2021). |
4.17 |
|
Form of 5% Original Issue Discount Senior Secured Debenture to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021 (incorporated by reference to Exhibit 4.6 to the Company’s Form S-4/A filed on June 16, 2022). |
4.18 |
|
Form of Warrants to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021 (incorporated by reference to Exhibit 4.7 to the Company’s Form S-4/A filed on June 16, 2022). |
4.19 |
|
Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., ATW Special Situations II, LLC as collateral agent and lender, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 21, 2023). |
4.20 |
|
First Amendment to Senior Secured Loan Agreement dated December 31, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 5, 2024). |
4.21 |
|
Senior Secured Term Loan Agreement dated as of January 30, 2024, by and among Nauticus Robotics, Inc., ATW Special Situations Management LLC, as collateral agent and lender, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 5, 2024). |
4.22 |
|
Section Amendment to Senior Secured Term Loan Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on February 5, 2024). |
5.1** |
|
Opinion of Norton Rose Fulbright US LLP |
23.1** |
|
Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.1) |
23.2** |
|
Consent of Whitley Penn LLP. |
24.1** |
|
Power of Attorney (included on the signature pages hereto) |
107.1** |
|
Calculation of Filing Fee Table |
* | To be filed if necessary, subsequent to the effectiveness of
this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report
on Form 8-K in connection with the offering of securities. |
Item 17. Undertakings
(a) The undersigned
registrant hereby undertakes:
(1) To file, during any
period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement.
Provided, however, that the undertakings
set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.
(2) That, for the
purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for the
purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed
by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to
such effective date.
(5) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free
writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual or transition report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The
undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of
the registration statement as of the time it was declared effective; and (ii) for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(d) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Webster,
State of Texas, on February 12, 2024.
Nauticus Robotics, Inc.
By: |
/s/
John W. Gibson, Jr. |
|
Name: |
John W. Gibson, Jr. |
|
Title: |
Interim Chief Executive Officer and President |
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints John W. Gibson, Jr. and Nicholas J. Bigney, and each of them,
as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all amendments (including any and all post-effective amendments)
to this registration statement on Form S-3 and any registration statement for the same offering filed pursuant to Rule 462 under the Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities
and on the dates indicated.
SIGNATURES |
|
TITLE |
|
DATE |
|
|
|
|
|
/s/ John W. Gibson, Jr. |
|
Interim Chief Executive Officer and President and Director |
|
February 12, 2024 |
John W. Gibson, Jr. |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Victoria Hay |
|
Interim Chief Financial Officer |
|
February 12, 2024 |
Victoria Hay |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Lisa J. Porter |
|
Chairperson of the Board |
|
February 12, 2024 |
Lisa J. Porter |
|
|
|
|
|
|
|
|
|
/s/ Jim Bellingham |
|
Director |
|
February 12, 2024 |
Jim Bellingham |
|
|
|
|
|
|
|
|
|
/s/ Joseph W. Dyer |
|
Director |
|
February 12, 2024 |
Joseph W. Dyer |
|
|
|
|
|
|
|
|
|
/s/ William H. Flores |
|
Director |
|
February 12, 2024 |
William H. Flores |
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/s/ Adam Sharkawy |
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Director |
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February 12, 2024 |
Adam Sharkawy |
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/s/ Eli Spiro |
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Director |
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February 12, 2024 |
Eli Spiro |
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II-7
Exhibit
5.1
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February 12, 2024 |
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Norton Rose Fulbright US LLP |
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1301 McKinney Street, Suite 5100 |
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Houston, Texas 77010-3095 |
Nauticus Robotics, Inc. |
United States |
17146 Feathercraft Lane, Suite 450 |
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Webster, Texas 77598 |
Tel +1 713 651 5151 |
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Fax +1 713 651 5246 |
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nortonrosefulbright.com |
Re: | Registration
and Issuance of Securities of Nauticus Robotics, Inc. |
Ladies
and Gentlemen:
We
have acted as special counsel to Nauticus Robotics, Inc., a Delaware corporation (the “Company”), with respect
to certain legal matters in connection with the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of the offer and sale by the Company from time to time, pursuant to Rule 415 under the Securities Act, of an indeterminate
amount of (a) common stock, par value $0.0001 per share, of the Company (the “Common Stock”), (b) preferred
stock, par value $0.0001 per share, of the Company (the “Preferred Stock” and, together with the Common Stock,
the “Company Stock”), in one or more series, which may be convertible into or exchangeable for Common Stock,
(c) depositary shares representing an interest in a fractional share or multiple shares of Preferred Stock (the “Depositary
Shares”), (d) warrants to purchase Common Stock or Preferred Stock (the “Warrants”), (e) rights
to purchase Company Stock or Warrants (the “Rights”), and (f) units that include Company Stock, Depositary
Shares, Warrants, Rights, or any combination thereof (the “Units” and, collectively with the Company Stock,
Depositary Shares, Warrants, and Rights, the “Securities”), having an aggregate initial offering price not
to exceed $30,000,000, and each on terms to be determined at the time of its offering.
We
also have participated in the preparation of the Prospectus (the “Prospectus”) contained in the Registration
Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the
“Commission”) to which this letter is an exhibit. The Securities will be offered in amounts, at prices, and
on terms to be determined in light of market conditions at the time of sale and to be set forth in supplements to the Prospectus (each,
a “Prospectus Supplement”). Capitalized terms not otherwise defined in this letter shall have the meanings
ascribed to them in the Prospectus.
Norton
Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton
Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright
South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose
Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each
entity, with certain regulatory information, are available at nortonrosefulbright.com.
Nauticus Robotics, Inc. February
12, 2024 Page 2 |
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In
rendering the opinions set forth below, we have examined and relied upon: (i) the Registration Statement, including the Prospectus; (ii)
the Company’s Second Amended and Restated Certificate of Incorporation effective as of September 9, 2022 (the “Certificate
of Incorporation”), and the Company’s Amended and Restated Bylaws dated as of May 11, 2023 (the “Bylaws”);
(iii) resolutions of the Board of Directors of the Company (the “Board”) relating to the Registration Statement;
and (iv) such corporate documents, records, certificates, and other instruments, documents, and writings as we considered appropriate
for purposes of the opinions expressed in this letter. In addition, we reviewed such questions of law as we considered appropriate to
enable us to render the opinions expressed in this letter. As to matters of fact relevant to the opinions expressed below and as to factual
matters arising in connection with our review of corporate documents, records, certificates, and other instruments, documents, and writings,
we have made no independent investigation of such facts and we have relied in certain cases upon certificates and other communications
of officers and employees of the Company without further investigation as to the facts set forth in such certificates and communications.
In
connection with rendering the opinions expressed in this letter, we have assumed that:
(i)
all information contained in all documents reviewed by us is true, correct, and complete;
(ii)
all signatures on all documents examined by us are genuine and each individual who signed any of those documents had legal capacity and
authority to do so;
(iii)
all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the authentic originals
of those documents and all documents examined by us are duly authorized, executed, and delivered by the parties thereto (other than the
Company);
(iv)
the Certificate of Incorporation and Bylaws will not have been amended in any manner that would affect any legal conclusion set forth
in this letter, and any certificate of designations in respect of Preferred Stock will be in conformity therewith and with applicable
law;
(v)
the consideration paid for any shares of Company Stock will comply with the Delaware General Corporation Law, as amended (the “DGCL”),
as applicable, and any successor statute(s);
(vi)
the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Securities
Act;
(vii)
a Prospectus Supplement will have been prepared and filed with the Commission describing the Securities offered thereby;
(viii)
all Securities will be offered and sold in compliance with applicable federal and state securities laws and in the form and manner and
on the terms specified in the Registration Statement and the applicable Prospectus Supplement;
(ix)
with respect to Securities to be offered through an agent, underwriter, or dealer, or to or through a market maker, the form, terms,
and conditions of a definitive purchase, placement, agency, underwriting, or similar agreement with respect to any Securities or, with
respect to Securities to be sold by the Company directly to investors in privately negotiated transactions, the form, terms, and conditions
of such agreement with respect to such Securities, will have been duly authorized and validly executed and delivered by the parties thereto
(other than the Company);
(x)
in the case of shares of Company Stock, the Board will have taken all necessary corporate action to approve the issuance of the Company
Stock;
Nauticus Robotics, Inc. February
12, 2024 Page 3 |
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(xi)
in the case of shares of Preferred Stock of any series, the Board will have taken all necessary corporate action to designate and establish
the terms of such series and will have caused a certificate of designations with respect to such series to be prepared and filed with
the Secretary of State of the State of Delaware in accordance with the DGCL, and the terms of such series will not violate any applicable
law or result in a default under or breach of any agreement or instrument binding upon the Company and will comply with any requirements
or restrictions imposed by any court or governmental body having jurisdiction over the Company;
(xii)
in the case of Warrants: (A) the Board will have taken all necessary corporate action to authorize the creation of and the terms of such
Warrants and the issuance of the Securities to be issued pursuant thereto and to approve the warrant agreement relating thereto; (B)
such warrant agreement will have been duly executed and delivered by the warrant agent thereunder appointed by the Company, if any; (C)
each person signing such warrant agreement will have the legal capacity and authority to do so; (D) neither such Warrants nor such warrant
agreement will include any provision that is unenforceable, that violates any applicable law, or results in a default under or breach
of any agreement or instrument binding upon the Company; (E) the terms of such Warrants and such warrant agreement and the issuance and
sale of the Warrants will comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction
over the Company; and (F) such Warrants or certificates representing such Warrants will have been duly executed, countersigned, registered,
and delivered by the parties thereto (other than the Company) in accordance with the provisions of such warrant agreement;
(xiii)
in the case of Depositary Shares, any depositary agreement with respect to the Depositary Shares will have been duly authorized and validly
executed and delivered by the parties thereto (other than the Company) and each person signing such depositary agreement will have the
legal capacity and authority to do so;
(xiv)
in the case of Rights: (A) the Board will have taken all necessary corporate action to authorize the creation of and the terms of such
Rights and the issuance of the Securities to be issued pursuant thereto and to approve the rights or subscription agreement relating
thereto; (B) such rights or subscription agreement will have been duly executed and delivered by the rights or subscription agent thereunder
appointed by the Company, if any; (C) each person signing such rights or subscription agreement will have the legal capacity and authority
to do so; (D) neither such Rights nor such rights or subscription agreement will include any provision that is unenforceable, that violates
any applicable law, or results in a default under or breach of any agreement or instrument binding upon the Company; (E) the terms of
such Rights and such rights or subscription agreement and the issuance and sale of the Rights will comply with any requirements or restrictions
imposed by any court or governmental body having jurisdiction over the Company; and (F) such Rights or certificates representing such
Rights will have been duly executed, countersigned, registered, and delivered by the parties thereto (other than the Company) in accordance
with the provisions of such rights or subscription agreement;
(xv)
certificates representing shares of Company Stock will have been duly executed, countersigned, registered, and delivered, or if uncertificated,
valid book-entry notations will have been made in the share register of the Company, by the parties thereto (other than the Company),
in each case, in accordance with the provisions of the Certificate of Incorporation and Bylaws;
Nauticus Robotics, Inc. February
12, 2024 Page 4 |
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(xvi)
there will be sufficient shares of Common Stock or Preferred Stock authorized under the Certificate of Incorporation and not otherwise
issued or reserved for issuance;
(xvii)
the purchase price for Company Stock payable to the Company or, if such shares are issuable on the conversion, exchange, redemption,
or exercise of another Security, the consideration payable to the Company for such conversion, exchange, redemption, or exercise, will
not be less than the par value of such shares, or the lesser of such purchase price or such consideration, as the case may be, or the
amount of such purchase price or such consideration, as the case may be, timely determined by the Board to constitute the stated capital
applicable to such shares, in the case of shares of Preferred Stock;
(xviii)
at the time of execution, countersignature, issuance, and delivery of the Unit agreements, such Unit agreements will have been duly authorized
and validly executed and delivered by the parties thereto (other than the Company) and each person signing such Unit agreements will
have the legal capacity and authority to do so;
(xix)
any Securities issuable upon conversion, exchange, or exercise of any Securities being offered will have been duly authorized, created
and, if appropriate, reserved for issuance upon such conversion, exchange, or exercise;
(xx)
at or prior to the issuance of any Securities, the Board will not have rescinded or modified the authorization of such Securities; and
(xxi)
neither the establishment of any terms of any of the Securities after the date hereof nor the issuance and delivery of, or the performance
of the Company’s obligations under, such Securities will require any authorization, consent, approval, or license of or exemption
from, or registration or filing with, or report or notice to, any governmental unit, agency, commission, department, or other authority
(a “Governmental Approval”), or violate or conflict with, result in a breach of, or constitute a default under,
(A) any agreement or instrument to which the Company or any of its affiliates is a party or by which the Company or any of its affiliates
or any of their respective properties may be bound, (B) any Governmental Approval that may be applicable to the Company or any of its
affiliates or any of their respective properties, (C) any order, decision, judgment, or decree that may be applicable to the Company
or any of its affiliates or any of their respective properties, or (D) any applicable law (other than the laws described in the penultimate
paragraph of this letter, in each case as in effect on the date hereof).
Based
on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion
that:
1.
With respect to the Common Stock, when (a) the Company has taken all necessary action to approve the issuance of the Common Stock, the
terms of the offering, and related matters, and (b) the Common Stock has been issued and delivered in accordance with the terms of the
applicable definitive purchase, underwriting, or similar agreement approved by the Board upon payment of the consideration therefor provided
for therein, then the Common Stock will be validly issued, fully paid, and nonassessable.
Nauticus Robotics, Inc. February
12, 2024 Page 5 |
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2.
With respect to the Preferred Stock, when (a) the Company has taken all necessary action to approve the issuance of the Preferred Stock,
the terms of the offering and related matters, including the adoption of a certificate of designations relating to any Preferred Stock
and the filing of the certificate of designations with the Secretary of State of the State of Delaware, and (b) the Preferred Stock has
been issued and delivered in accordance with the terms of the applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor provided for therein, then the Preferred Stock will be validly issued, fully
paid, and nonassessable.
3.
With respect to the Depositary Shares, when (a) the terms of the Depositary Shares and of their issuance and sale have been duly established
in conformity with applicable law, (b) the Board has taken all necessary corporate action to approve the issuance and terms of the Depositary
Shares, the terms of the offering thereof, and related matters, (c) the deposit agreement relating to the Depositary Shares has been
duly authorized and validly executed and delivered by the parties thereto, and (d) the Preferred Stock that is represented by the Depositary
Shares has been duly issued and delivered to the depository, and depositary receipts evidencing the Depositary Shares have been duly
issued against the deposit of Preferred Stock in accordance with the deposit agreement, then the depositary receipts will be validly
issued and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with the
terms of the depositary receipts and the deposit agreement.
4.
With respect to the Warrants, when (a) the Board has taken all necessary corporate action to approve the creation of and the issuance
and terms of the Warrants, the terms of the offering thereof, and related matters, (b) a warrant agreement and any other agreements relating
to the Warrants have been duly authorized and validly executed and delivered by the Company and the warrant agent appointed by the Company,
if any, and (c) the Warrants or certificates representing the Warrants have been duly executed and delivered in accordance with the applicable
warrant agreement, any other agreements relating to the Warrants, and the applicable definitive purchase, underwriting, or similar agreement
approved by the Board upon payment of the consideration therefor provided for therein, then the Warrants will constitute valid and legally
binding obligations of the Company, enforceable against the Company in accordance with their terms.
5.
With respect to the Rights, when (a) the Board has taken all necessary corporate action to approve the creation of and the issuance and
terms of the Rights, the terms of the offering thereof, and related matters, (b) a rights or subscription agreement and any other agreements
relating to the Rights have been duly authorized and validly executed and delivered by the Company and the rights or subscription agent
appointed by the Company, if any, and (c) the Rights or certificates representing the Rights have been duly executed and delivered in
accordance with the applicable rights or subscription agreement, any other agreements relating to the Rights, and the applicable definitive
purchase, underwriting, or similar agreement approved by the Board upon payment of the consideration therefor provided for therein, then
the Rights will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their
terms.
6.
With respect to the Units, when (a) the Board has taken all necessary corporate action to approve and establish the terms of the Units
and to authorize and approve the issuance thereof, the terms of the offering thereof, and related matters, (b) a unit agreement for the
Units has been duly authorized and validly executed and delivered by the parties thereto, and (c) the Units have been duly executed and
delivered in accordance with the unit agreement and the applicable definitive purchase, underwriting, or similar agreement approved by
the Board upon payment of the consideration therefor provided for therein, then the Units will be duly authorized and validly issued
and will constitute valid and legally binding obligations of the Company enforceable against it in accordance with their terms.
Nauticus Robotics, Inc. February
12, 2024 Page 6 |
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Our
opinions in paragraphs 1, 2, 3, 4, 5, and 6 above are subject to applicable bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfer or conveyance), receivership, conservatorship, arrangement, reorganization, moratorium, and other
similar laws relating to or affecting creditors’ rights generally and to general principles of equity or public policy (regardless
of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, (a) the possible unavailability
of specific performance, injunctive relief, or any other equitable remedy, and (b) concepts of materiality, reasonableness, good faith,
and fair dealing, and we express no opinion herein with respect to provisions relating to severability or separability. The opinions
expressed above are also subject to possible judicial action giving effect to governmental actions or foreign laws relating to or affecting
creditors’ rights.
We
express no opinions concerning: (a) any provision that relates to severability or separability or purports to require that all amendments,
supplements, or waivers be in writing; or (b) the enforceability of indemnification provisions to the extent they purport to relate to
liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.
The
foregoing opinions are limited to the applicable provisions of the DGCL (including the statutory provisions and reported judicial decisions
interpreting the foregoing) and applicable federal laws of the United States of America, and we are expressing no opinion as to the applicability
or effect of the laws of any other jurisdiction, domestic or foreign. We express no opinion as to any matter other than as set forth
in this letter, and no other opinion may be inferred or implied. Our opinion is given as of the date of this letter, and we undertake
no, and disclaim any, obligation to advise you of any change in any matter set forth in this letter.
We
hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this
opinion as Exhibit 5.1 to the Registration Statement. By giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Respectfully
submitted,
/s/
Norton Rose Fulbright US LLP
Norton
Rose Fulbright US LLP
Exhibit 23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 28, 2023 relating to the
consolidated financial statements of Nauticus Robotics, Inc. and subsidiary (the “Company”) appearing in the Annual Report
on Form 10-K of the Company for the years ended December 31, 2022 and 2021. We also consent to the reference to our firm under the heading
“Experts” in the prospectus which is part of this Registration Statement.
/s/
Whitley Penn LLP
Houston,
Texas
February
12, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Nauticus Robotics, Inc.
(Exact Name of Registrant as Specified
in its Charter)
Table 1: Newly Registered and
Carry Forward Securities
| |
Security Type | |
Security
Class
Title | |
Fee
Calculation
or Carry
Forward Rule | |
Amount
Registered | | |
Proposed
Maximum Offering Price Per Unit | | |
Maximum
Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
Newly Registered Securities | |
Fees to Be Paid | |
Equity | |
Common Stock, $0.0001 par value per share | |
457(o) | |
(1) | | |
(1) | | |
(1) | | |
| | | |
| | |
| |
Equity | |
Preferred Stock, $0.0001 par value per share | |
457(o) | |
(1) | | |
(1) | | |
(1) | | |
| | | |
| | |
| |
Equity | |
Depositary Shares | |
457(o) | |
(1) | | |
(1) | | |
(1) | | |
| | | |
| | |
| |
Equity | |
Warrants | |
457(o) | |
(1) | | |
(1) | | |
(1) | | |
| | | |
| | |
| |
Equity | |
Rights | |
457(o) | |
(1) | | |
(1) | | |
(1) | | |
| | | |
| | |
| |
Equity | |
Units | |
457(o) | |
(1) | | |
(1) | | |
(1) | | |
| | | |
| | |
| |
Unallocated (Universal) Shelf | |
| |
457(o) | |
(1) | | |
(1) | | |
$30,000,000 | | |
| .00014760 | | |
$ | 4,428 | (2) |
| |
Total Offering Amounts | | |
$30,000,000 | | |
| | | |
| | |
| |
Total Fees Previously Paid | | |
| | |
| | | |
$ | 0.00 | |
| |
Total Fee Offsets | | |
| | |
| | | |
$ | 0.00 | |
| |
Net Fee Due | | |
| | |
| | | |
$ | 4,428 | |
(1) | Omitted pursuant to General Instruction II.D of Form S-3 under the
Securities Act of 1933, as amended (the “Securities Act”). There are being registered hereunder such indeterminate number
of shares of common stock and preferred stock, such indeterminate amount of depositary shares, such indeterminate number of warrants to
purchase common stock or preferred stock, such indeterminate number of rights to purchase common stock, preferred stock, or warrants,
and such indeterminate number of units as may be sold by the registrant from time to time, which together shall have an aggregate initial
offering price not to exceed $30,000,000. Any securities registered hereunder may be sold separately or as units with the other securities
registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock and preferred
stock as may be issued upon conversion of or exchange for preferred stock that provide for conversion or exchange, upon exercise of warrants,
or pursuant to the anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 of the rules and regulations
under the Securities Act, the securities being registered hereunder include such indeterminate number of securities as may be issuable
with respect to the securities being registered hereunder as a result of stock splits, stock dividends, or similar transactions. |
(2) | Calculated in accordance with Rule 457(o) under the Securities Act. |
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