Nauticus Robotics, Inc. — Director's Dealing 2022

Sep 14, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nauticus Robotics, Inc. (KITT)
CIK: 0001849820
Period of Report: 2022-09-09

Reporting Person: Sharkawy Adam (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-09	Common Stock	A	2249835	—	Acquired	2249835	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-09	Private Warrant	$20.00	A	408160	Acquired	2032-09-09	Common Stock (408160)	Indirect
2022-09-09	Debentures	$15.00	A	408160	Acquired	2026-09-09	Common Stock (408160)	Indirect

Footnotes

F1: The securities were acquired in connection with the business combination of CleanTech Acquisition Corp. ("CLAQ"), CleanTech Merger Sub, Inc., a wholly owned subsidiary of CLAQ, and Nauticus Robotics, Inc. consummated on September 9, 2022.

F2: Shares held by Material Impact Fund II, L.P. ("MIF II"). Material Impact Partners II, LLC ("MIP II") is the general partner of MIF II and may be deemed to have voting and investment power with respect to the securities held by MIF II. The Reporting Person, a member of the Issuer's board of directors, and Carmichael Roberts are the managing members of MIP II and may be deemed to share voting and investment power with respect to the securities held by MIF II. Each of MIF II, MIP II, the Reporting Person and the Reporting Person disclaim beneficial ownership of such shares and this report shall not be deemed an admission that any of them is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F3: The Private Warrants were acquired pursuant to the terms of the Securities Purchase Agreement dated as of December 16, 2021 with CLAQ, and Nauticus Robotics, Inc. (the "Purchase Agreement").

F4: The Debentures were acquired pursuant to the terms of the Purchase Agreement.