merger of Merger Sub with and into Nauticus Robotics Holdings, Inc., with Nauticus Robotics Holdings, Inc. surviving the merger as a wholly owned subsidiary of CLAQ. On the Closing Date, as
contemplated by the Merger Agreement, CLAQ was renamed Nauticus Robotics, Inc. and the previous Nauticus Robotics, Inc. was renamed Nauticus Robotics Holdings Inc. Pursuant to the Business Combination, STC acquired 7,932,920
shares of Common Stock as merger consideration upon the conversion of shares of preferred stock of Nauticus Robotics, Inc and upon the conversion of the Convertible Promissory Note in the amount of $1.5 million issued by Nauticus Robotics,
Inc., as well as 750,000 shares of Common Stock in a private placement by CLAQ that closed immediately prior to the close of the Business Combination. STC used its working capital to acquire the securities converted into shares of Common
Stock and to acquire the shares of Common Stock in the private placement noted above.
Item 4. Purpose of Transaction
The information in Item 3 is incorporated herein by reference.
Director Designation Letter Agreement
On October 2,
2023, the Issuer and STC entered into a letter agreement (the Director Designation Letter Agreement), pursuant to which, among other things, effective as of, and from and after, the closing of the 3D Merger (as defined below), the Issuer
agreed to cause an individual designated by STC (the STC Designee) to be appointed to, and otherwise remain on, subject to the applicable stockholder vote, the Issuers Board of Directors (the Board) for an initial term
expiring at the annual meeting of the Issuers stockholders held in the third year following the year of the STC Designees election. Thereafter, as long as STC and its affiliates own at least 20% of the voting power of all of the then
outstanding shares of voting stock of the Issuer, the Issuer agreed to cause the STC Designee to be appointed, subject to the applicable stockholder vote, as a director of the Board for consecutive three-year terms. If at any time when STC maintains
its right to designate a director, a vacancy is created on the Board as a result of the death, disability, retirement, resignation or removal of the STC Designee, STC will be entitled to nominate a replacement director to fill such vacancy and the
Issuer agreed to cause such replacement director to be appointed to the Board for the remainder of the term.
The foregoing description of the Director
Designation Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Director Designation Letter Agreement, which is incorporated by reference as Exhibit 99.2, and is incorporated herein
by reference.
Company Stockholder Support Agreement
On October 2, 2023, STC entered into a Company Stockholder Support Agreement (the Company Stockholder Support Agreement) with the Issuer and
several stockholders of 3D at Depth, Inc. (3D), pursuant to which, among other things, STC agreed to vote or cause to be voted (including by class vote and/or written consent, if applicable) the securities of 3D beneficially owned by STC
in favor of the approval of an Agreement and Plan of Merger, dated as of October 2, 2023, by and among the Issuer, 3D Merger Sub, Inc. (Merger Sub), and 3D, and the other transactions contemplated thereby, pursuant to which a merger
between the Issuer and 3D will be effected through the merger of Merger Sub with and into 3D, with 3D surviving the merger as a wholly owned subsidiary of the Issuer (the 3D Merger), and agreed to certain transfer restrictions applicable
to such securities of 3D beneficially owned by STC, as described in the Company Stockholder Support Agreement, which was filed as Exhibit 10.1 to the Issuers Form 8-K filed with the Securities and
Exchange Commission (SEC) on October 6, 2023.
The Reporting Persons continuously assess the Issuers business, financial condition,
results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons and/or their affiliates may acquire additional securities of the
Issuer or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a
variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market
and industry conditions and other factors that the Reporting Persons and/or their affiliates may deem material to their investment decision.