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
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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. |
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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 |
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