Nauticus Robotics, Inc 8-K, filed Aug 2, 2021
Nauticus Robotics, Inc. (KITT)
About this 8-K
Nauticus Robotics, Inc filed this 8-K on August 2, 2021, reporting on events of July 30, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 30, 2021
Date of Report (Date of earliest event reported)
CleanTech Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-40611 | 85-1699753 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
207 West 25th Street, 9th Floor New York, NY |
10001 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 494-9005
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | CLAQ | The Nasdaq Stock Market LLC | ||
| Warrants | CLAQW | The Nasdaq Stock Market LLC | ||
| Rights | CLAQR | The Nasdaq Stock Market LLC | ||
| Units | CLAQU | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On July 30, 2021, CleanTech Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of common stock, par value $0.0001 per share (the “Common Stock”), rights (the “Rights”), and warrants (the “Warrants”) included in the Units commencing on or about August 4, 2021. Each Unit consists of one share of Common Stock, one Right and one-half of one redeemable Warrant. Each Right entitles the holder thereof to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of an initial business combination. Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per whole share (subject to adjustment). Any Units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CLAQU”, and the Common Stock, Rights and Warrants will separately trade on Nasdaq under the symbols “CLAQ,” “CLAQR,” and “CLAQW”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Common Stock, Rights and Warrants.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 30, 2021. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 30, 2021 | ||
| CLEANTECH ACQUISITION CORP. | ||
| By: | /s/ Eli Spiro | |
| Name: | Eli Spiro | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
CleanTech Acquisition Corp. Announces the Separate Trading of its Common Stock, Rights and Warrants, Commencing August 4, 2021
NEW YORK, July 30, 2021 (GLOBE NEWSWIRE) -- CleanTech Acquisition Corp. (the "Company") announced today that, commencing August 4, 2021, holders of the units sold in the Company’s initial public offering completed on July 19, 2021, may elect to separately trade the shares of common stock, rights and warrants included in such units on The Nasdaq Capital Market (“Nasdaq”).
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The common stock, rights and warrants that are separated will trade on Nasdaq under the symbols "CLAQ," "CLAQR" and "CLAQW," respectively. Those units not separated will continue to trade on Nasdaq under the symbol “CLAQU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and warrants.
The units were initially offered by the Company in an underwritten offering. Chardan acted as sole book-running manager of the offering. A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on July 14, 2021. The offering was made only by means of a prospectus, copies of which may be obtained by contacting Chardan, 17 State Street, 21st Floor, New York, New York 10004. Copies of the registration statement can be accessed through the SEC's website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About CleanTech Acquisition Corp.
CleanTech Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. While CleanTech Acquisition Corp. may pursue an initial business combination in any region or sector, CleanTech Acquisition Corp. will seek to identify, through its management team’s experience and expertise, a business that aims to contribute towards the mission of shifting the world away from carbon dependency and facilitating a greener future.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the Company’s search for an initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact:
Eli Spiro
Chief Executive Officer, CleanTech Acquisition Corp.
(917) 699-5990