Filed by CleanTech Acquisition
Corp.
pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant
to Rule 14a-2
under the Securities Exchange
Act of 1934
Subject Company: CleanTech
Acquisition Corp.
(File No. 333-262431)
CleanTech Acquisition
Corp. and Nauticus Robotics to Present at the 34th Annual ROTH Conference
New York, NY and
Houston, TX – March 2, 2022 – CleanTech Acquisition Corp. (“CLAQ”) (NASDAQ: CLAQ), a publicly traded
special purpose acquisition company, and Nauticus Robotics, Inc. (“Nauticus”), a Houston-area developer of surface and subsea
robots, cloud software, and associated services, will be presenting at the 34th Annual Roth Conference. Participating from
the companies are Eli Spiro, Chief Executive Officer of CLAQ, and Nicolaus Radford, Chairman and Chief Executive Officer of Nauticus.
Management will be presenting
on March 15, 2022 at 8:00 AM Pacific Time (11:00 AM Eastern Time) and will also be available for 1-on-1/small group meetings. A live
and archived webcast of the presentation will be available here.
This year’s event
will consist of 1-on-1/small group meetings, analyst-selected fireside chats, thematic industry panels, and on-demand presentations by
executive management from approximately 400 private and public companies in a variety of growth sectors.
To learn more and submit
a registration request, visit https://ibn.fm/ROTH2022Registration.
On December 16, 2021,
Nauticus and CLAQ entered into a definitive business combination agreement that will result in Nauticus Robotics, Inc. becoming
part of a public company. Upon completion of the transaction, the combined company expects to be listed on the Nasdaq under the ticker
symbol “KITT”.
About Roth Capital
Partners
Roth Capital Partners,
LLC ("Roth") is a relationship-driven investment bank focused on serving emerging growth companies and their investors. As
a full-service investment bank, Roth provides capital raising, M&A advisory, analytical research, trading, market-making services
and corporate access. Headquartered in Newport Beach, California, Roth is privately held and owned by its employees and maintains offices
throughout the U.S. For more information on Roth, please visit www.roth.com.
About Nauticus
Nauticus Robotics, Inc.
is a Houston-area developer of cloud-based subsea robots and software to provide 21st century ocean robotic solutions to combat
the global impacts on the world’s marine environment. The interconnected, purpose-built product ecosystem of both surface and subsea
robots is powered by Nauticus’ autonomous software platform that affords ocean robots real machine intelligence, not just automation.
This approach targets transforming the industry to an economically efficient and environmentally sustainable model. This modernized approach
to ocean robotics as a service has resulted in the development of a range of products for retrofit/upgrading legacy systems and other
vehicle platforms. Nauticus’ services provide customers the necessary data collection, analytics, and subsea manipulation capabilities
to support and maintain assets while significantly reducing their operational footprint, operating cost, and greenhouse gas emissions,
to improve offshore health, safety, and environmental exposure.
About CLAQ
CleanTech Acquisition
Corp. is a special purpose acquisition company formed in June 2020 with the purpose of entering into a business combination with one
or more businesses. CleanTech Sponsor I LLC and CleanTech Investments LLC, an affiliate of Chardan, are the founders and co-sponsors
of CLAQ.
Important Information
Regarding the Transaction and Where to Find It
This press release references
the proposed merger transaction announced previously involving CleanTech Acquisition Corp. and Nauticus. CLAQ has filed a registration
statement on Form S-4 with the SEC, which includes a proxy statement and prospectus of CLAQ, and CLAQ will file other documents regarding
the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to the stockholders of CLAQ, seeking
required stockholder approval. Before making any voting or investment decision, investors and security holders of CLAQ are urged to carefully
read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed
with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the
proposed transaction. The documents filed by CLAQ with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
In addition, the documents filed by CLAQ with the SEC may be obtained free of charge upon written request to CleanTech Acquisition Corporation,
207 West 25th Street, 9th Floor, New York, New York 10001, Attention: Eli Spiro, Chief Executive Officer.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”),
and section 21E of the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are based on beliefs and assumptions and
on information currently available to CLAQ and Nauticus. In some cases, you can identify forward-looking statements by the following
words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural
of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking
statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or
circumstances, including projections of market opportunity and market share, the capability of Nauticus’ business plans including
its plans to expand, the sources and uses of cash from the proposed transaction, the anticipated enterprise value of the combined company
following the consummation of the proposed transaction, any benefits of Nauticus’ partnerships, strategies or plans as they relate
to the proposed transaction, anticipated benefits of the proposed transaction and expectations related to the terms and timing of the
proposed transaction are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking
statements. Although each of CLAQ and Nauticus believes that it has a reasonable basis for each forward-looking statement contained in
this communication, each of CLAQ and Nauticus caution you that these statements are based on a combination of facts and factors currently
known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in
the proxy statement/prospectus on Form S-4 relating to the proposed transaction, which is expected to be filed by CLAQ with the SEC and
other documents filed by CLAQ or Nauticus from time to time with the SEC. These filings may identify and address other important risks
and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Neither CLAQ nor Nauticus can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking
statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the business combination
due to the failure to obtain approval from CLAQ’s stockholders or satisfy other closing conditions in the business combination
agreement, the occurrence of any event that could give rise to the termination of the business combination agreement, the ability to
recognize the anticipated benefits of the business combination, the amount of redemption requests made by CLAQ’s public stockholders,
costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and
operations as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or
regulatory proceedings and other risks and uncertainties, including those to be included under the heading “Risk Factors”
in the final prospectus for CLAQ’s initial public offering filed with the SEC on July 16,
2021 and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither
CLAQ or Nauticus presently know or that CLAQ and Nauticus currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements,
you should not regard these statements as a representation or warranty by CLAQ, Nauticus, their respective directors, officers or employees
or any other person that CLAQ and Nauticus will achieve their objectives and plans in any specified time frame, or at all. The forward-looking
statements in this press release represent the views of CLAQ and Nauticus as of the date of this communication. Subsequent events and
developments may cause those views to change. However, while CLAQ and Nauticus may update these forward-looking statements in the future,
there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking
statements as representing the views of CLAQ or Nauticus as of any date subsequent to the date of this communication.
No Offer or Solicitation
This press release is
not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential
transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of CLAQ or Nauticus, nor shall
there be any sale of any such 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 such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act.
Participants in the
Solicitation
CLAQ and Nauticus and
their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of CLAQ’s stockholders in connection with the proposed transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of CLAQ’s stockholders in connection with the proposed business
combination is set forth in CLAQ’s registration statement on Form S-4, including a proxy statement/prospectus, which has been filed
with the SEC. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed
transaction of CLAQ’s directors and officers in CLAQ’s filings with the SEC and such information is also in the Registration
Statement filed with the SEC by CLAQ, which includes the proxy statement/prospectus of CLAQ for the proposed transaction.
For investor and media inquiries, please
contact:
Gateway Group
IR: Cody Slach or Jeff Grampp, CFA
PR: Zach Kadletz
Phone: (949) 574-3860
E-mail : CLAQ@gatewayir.com
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