As filed with the Securities and Exchange Commission on July 5, 2022

Registration Statement No. 333-262431

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

Amendment No. 6

to

Form S-4
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

 

 

 

CLEANTECH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6770
(State or other jurisdiction of
incorporation organization)
  (Primary Standard Industrial
Classification Code Number)

 

207 West 25th Street, 9th Floor
New York, NY 10001
(212) 494-9005
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

 

Eli Spiro
Chairman and Chief Executive Officer

CleanTech Acquisition Corp.

207 West 25th Floor, 9th Floor
New York, NY 10001

(212) 494-9005

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Mitchell S. Nussbaum
Giovanni Caruso
Jane Tam
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Telephone: (212) 407-4000
  Michael Blankenship
Douglas C. Lionberger
Winston & Strawn LLP
800 Capitol Street, Suite 2400
Houston, TX 77002-2925
Telephone: (713) 651-2600

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.

 

  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. ☐

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

  Exchange Act Rule 13e-4 (i) (Cross-Border Issuer Tender Offer)      
  Exchange Act Rule 14d-1 (d) (Cross-Border Third-Party Tender Offer)      

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

EXPLANATORY NOTE

 

CleanTech Acquisition Corp. is filing this Amendment No. 6 to its registration statement on Form S-4 (File No. 333-262431) (the ’‘Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 21. Exhibits and Financial Statement Schedules

 

        Incorporated by Reference
Exhibit   Description   Schedule/ Form   File Number   Exhibits   Filing Date
2.1#   Merger Agreement dated as of December 16, 2021, by and among CleanTech Acquisition Corp., CleanTech Merger Sub, Inc., Nauticus Robotics, Inc., and Nicolaus Radford, as amended on January 30, 2021 (included as Annex A to this proxy statement/prospectus).   Form 8-K   001-40611   2.1   December 17, 2021
2.1.1   Amendment No. 2 to Merger Agreement dated June 6, 2022   Form 8-K   001-40611   2.1   June 6, 2022
3.1   Amended and Restated Certificate of Incorporation of CleanTech Acquisition Corp.   Form 8-K   001-40611   3.1   July 21, 2021
3.2   Form of Second Amended and Restated Certificate of Incorporation of CLAQ (included as Annex B to this proxy statement/prospectus).                
3.3   Bylaws of CleanTech Acquisition Corp.   Form S-1/A   333-256578   3.3   July 6, 2021
3.4   Form of Amended and Restated Bylaws of CleanTech Acquisition Corp. (included as Annex C to this proxy statement/prospectus).                
4.1   Specimen Unit Certificate of CleanTech Acquisition Corp.   Form S-1/A   333-256578   4.1   July 6, 2021
4.2   Specimen Common Stock Certificate of CleanTech Acquisition Corp.   Form S-1/A   333-256578   4.2   July 6, 2021
4.3   Specimen Warrant Certificate of CleanTech Acquisition Corp.   Form S-1/A   333-256578   4.3   July 6, 2021
4.4   Warrant Agreement, dated March 10, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.   Form 8-K   001-40611   4.1   July 21, 2021
4.5   Rights Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.   Form 8-K   001-40611   4.2   July 21, 2021
4.6   Form of 5% Original Issue Discount Senior Secured Debenture to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021   Form S-4 Am. No. 4   333-262431   4.6   June 16, 2022
4.7   Form of Warrants to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021   Form S-4 Am. No. 4   333-262431   4.7   June 16, 2022
5.1+   Opinion of Loeb & Loeb LLP regarding the validity of the securities.                
8.1   Tax Opinion of Winston & Strawn LLP                
10.1   Letter Agreement, dated July 14, 2021, by CleanTech Acquisition Corp.’s officers and directors.   Form 8-K   001-40611   10.1   July 21, 2021
10.2   Letter Agreement, dated July 14, 2021, by CleanTech Sponsor, LLC and CleanTech Investments, LLC.   Form 8-K   001-40611   10.2   July 21, 2021
10.3   Investment Management Trust Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.   Form 8-K   001-40611   10.3   July 21, 2021
10.4   Escrow Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., Continental Stock Transfer & Trust Company and each of the initial stockholders.   Form 8-K   001-40611   10.4   July 21, 2021
10.5   Registration Rights Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., and the initial stockholders.   Form 8-K   001-40611   10.5   July 21, 2021
10.6   Indemnity Agreements dated July 14, 2021 by and between CleanTech Acquisition Corp. and its directors and officers.   Form 8-K   001-40611   10.6   July 21, 2021
10.7   Subscription Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp., CleanTech Sponsor, LLC and CleanTech Investments, LLC.   Form 8-K   001-40611   10.7   July 21, 2021
10.8   Business Combination Marketing Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC.   Form 8-K   001-40611   10.8   July 21, 2021

 

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        Incorporated by Reference
Exhibit   Description   Schedule/ Form   File Number   Exhibits   Filing Date
10.9   Administrative Services Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC.   Form 8-K   001-40611   10.9   July 21, 2021
10.9*   Form of 2022 Nauticus Robotics, Inc. Incentive Award Plan (included as Annex D to this proxy statement/prospectus).                
10.10   Financial Advisory Agreement by and between CleanTech Acquisition Corp. and Chardan Capital Markets, LLC dated December 14, 2021.   Form S-4 Am. No. 1   333-262431   10.10   March 31, 2022
10.11   Support Agreement by and among CleanTech Acquisition Corp., CleanTech Sponsor I LLC, CleanTech Investments, LLC and Nauticus Robotics, Inc.   Form 8-K   001-40611   10.1   December 17, 2021
10.12   Support Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and certain shareholders of Nauticus Robotics, Inc.   Form 8-K   001-40611   10.2   December 17, 2021
10.13   Form of Subscription Agreement for certain investors   Form 8-K   001-40611   10.3   December 17, 2021
10.14   Securities Purchase Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and certain investors named therein.   Form 8-K   001-40611   10.4   December 17, 2021
10.14.1   Agreement among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and ATW Partners Opportunities Management, LLC dated January 31, 2022   Form S-4 Am. No. 1   333-262431   10.14.1   March 31, 2022
10.14.2   Letter Agreement between ATW Special Situations I LLC and Material Impact Fund II, L.P. dated December 15, 2021   Form S-4
Am. No. 3
  333-262431   10.14.2   May 23, 2022
10.15   Form of Nauticus Robotics, Inc. Stockholder Lock-up Agreement (included as Exhibit H-1 to Exhibit 2.1 hereto)   Form 8-K   001-40611   10.5   December 17, 2021
10.16   Form of Lock-up Agreement for certain holders of Nauticus Robotics, Inc. (f/k/a CleanTech Acquisition Corp.) (included as Exhibit H-2 to the Exhibit 2.1 hereto)   Form 8-K   001-40611   10.6   December 17, 2021
10.17   Form of Amended and Restated Registration Rights Agreement by and among CleanTech Acquisition Corp., Nauticus and certain stockholders.   Form 8-K   001-40611   10.7   December 17, 2021
10.18   Form of Director Nomination Agreement (included as Exhibit G to Exhibit 2.1 hereto).   Form 8-K   001-40611   10.8   December 17, 2021
10.19   Director Designation Agreement   Form 8-K   001-40611   10.9   December 17, 2021
10.20†   Battery Supplier Agreement, dated as of January 18, 2021.   Form S-4 Am. No. 4   333-262431   10.20   June 16, 2022
10.21†   Fabrication Agreement, dated as of January 17, 2022.   Form S-4 Am. No. 4   333-262431   10.21   June 16, 2022
10.22†   Construction Agreement, dated as of February 14, 2022.   Form S-4 Am. No. 4   333-262431   10.22   June 16, 2022
10.23†   Commercial Proposal, dated as of December 6, 2021.   Form S-4 Am. No. 4   333-262431   10.23   June 16, 2022
10.24†   Defense Innovation Unit Agreement, dated as of August 10, 2021.   Form S-4 Am. No. 4   333-262431   10.24   June 16, 2022
10.25†   Subcontract Agreement, dated as of August 10, 2021.   Form S-4 Am. No. 4   333-262431   10.25   June 16, 2022
10.26   Financial Advisory Agreement by and between Nauticus Robotics, Inc. and Cowen and Company, LLC dated March 23, 2022.   Form S-4 Am. No. 2   333-262431   10.26   April 27, 2022
10.27   Amended and Restated Financial Advisory Agreement by and between Nauticus Robotics, Inc. and Coastal Equities, Inc. dated April 25, 2022   Form S-4 Am. No. 2   333-262431   10.27   April 27, 2022
10.28   Financial Advisory Agreement by and between CleanTech Acquisition Corp. and Roth Capital Partners, LLC dated February 11, 2022   Form S-4 Am. No. 3   333-262431   10.28   May 23, 2022
10.29   Financial Advisory Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc. and Lake Street Capital Markets dated February 28, 2022   Form S-4 Am. No. 3   333-262431   10.29   May 23, 2022

 

II-2

 

  

        Incorporated by Reference
Exhibit   Description   Schedule/ Form   File Number   Exhibits   Filing Date
10.30†   Kongsberg Maritime AS Agreement, dated March 21, 2022   Form S-4 Am. No. 4   333-262431   10.30   June 16, 2022
10.31†   Collaboration Agreement, dated as of December 4, 2020   Form S-4 Am. No. 4   333-262431   10.31   June 16, 2022
10.32   Memorandum of Understanding, effective as of April 21, 2022   Form S-4 Am. No. 3   333-262431   10.32   May 23, 2022
21.1+   List of Subsidiaries.                
23.1**   Consent of WithumSmith+Brown, P.C., independent registered public accounting firm of CLAQ.                
23.2**   Consent of Whitley Penn, LLP, independent registered public accounting firm of Nauticus.                
23.3+   Consent of Loeb & Loeb LLP (included in Exhibit 5.1).                
24.1   Power of Attorney (included on signature page).   Form S-4   333-262431   24.1   January 31, 2022
99.1   Consent of Nicolaus Radford   Form S-4 Am. No. 4   333-262431   99.1   June 16, 2022
99.2   Consent of Mark Mey   Form S-4 Am. No. 4   333-262431   99.2   June 16, 2022
99.3   Consent of Lisa Porter   Form S-4 Am. No. 4   333-262431   99.3   June 16, 2022
99.4+   Consent of Jim Bellingham                
99.5   Consent of Adam Sharkawy   Form S-4 Am. No. 4   333-262431   99.5   June 16, 2022
99.6   Consent of John W. Gibson, Jr.   Form S-4 Am. No. 4   333-262431   99.6   June 16, 2022
99.7   Consent of Eli Spiro   Form S-4 Am. No. 4   333-262431   99.7   June 16, 2022
99.8   Consent of and Joseph W. Dyer   Form S-4 Am. No. 4   333-262431   99.8   June 16, 2022
99.9   Preliminary Proxy Card.   Form S-4 Am. No. 4   333-262431   99.9   June 16, 2022
99.10   Section 262 of the DGCL (included as Annex E to the proxy statement/prospectus)                
101.INS**   Inline XBRL Instance Document.                
101.CAL**   Inline XBRL Taxonomy Extension Calculation Linkbase Document.                
101.SCH**   Inline XBRL Taxonomy Extension Schema Document.                
101.DEF**   Inline XBRL Taxonomy Extension Definition Linkbase Document.                
101.LAB**   Inline XBRL Taxonomy Extension Labels Linkbase Document.                
101.PRE**   Inline XBRL Taxonomy Extension Presentation Linkbase Document.                
104**   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).                
107   Filing fee table   Form S-4 Am. No. 1   333-262431   107   March 31, 2022

 

 

*Indicates management contract or compensatory plan or arrangement.
**Previously filed with Amendment No. 5.
+To be filed by amendment.
#Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
The Registrant has redacted provisions or terms of this Exhibit pursuant to Regulation S-K Item 601(b)(10)(iv). While portions of the Exhibits have been omitted, these Exhibits include a prominent statement on the first page of each redacted Exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that you treat as private or confidential. The Registrant agrees to furnish an unredacted copy of the Exhibit to the SEC upon its request.

 

II-3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 6 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 5th day of July, 2022.

 

  CLEANTECH ACQUISITION CORP.
   
  By: /s/ Eli Spiro
  Name:  Eli Spiro
  Title: Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Eli Spiro   Chief Executive Officer   July 5, 2022
Eli Spiro   (Principal Executive Officer)    
         
*   Chief Financial Officer   July 5, 2022
Richard Fitzgerald   (Principal Financial and Accounting Officer)    
         
*   Chairman of the Board   July 5, 2022
Jon Najarian        
         
*   Vice Chairman of the Board   July 5, 2022
Bill Richardson        
         
*   Director   July 5, 2022
Louis Buffalino        
         
*   Director   July 5, 2022
Brendan Riley        
         
*   Director   July 5, 2022
Britt E. Ide        
         
*   Director   July 5, 2022
Jonas Grossman        
         
*   Director   July 5, 2022
Douglas Cole        

 

* By: /s/ Eli Spiro  
  Attorney-in-Fact  

 

 

II-4