Nauticus SPAC Presentation Deck

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#1INVESTOR PRESENTATION A Pure Play Bluetech Robotics Company DEC 2021 nauticus robotics#2COPYRIGHT, DISCLAIMER, AND CONFIDENTIALITY Disclaimer: This confidential presentation (the "presentation") is being delivered to you by Nauticus Robotics, Inc. ("Nauticus") and CleanTech Acquisition Corp. ("SPAC" or "CleanTech") in connection with its potential business combination of Nauticus and SPAC and the offering of the securities of the post business combination company ("Combined Co" or "Nauticus") in a private placement (the "Transaction"). This presentation is for information purposes only and is being provided to you solely in your capacity as a potential investor in considering an investment in Nauticus or Combined Co. Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of Nauticus is prohibited. By accepting this presentation, each recipient and its directors, partners, officers, employees, attorney(s), agents and representatives (collectively, the "recipient") agrees: (i) to maintain the confidentiality of all information that is contained in this presentation and not already in the public domain; and (ii) to return or destroy all copies of this presentation or portions thereof in its possession following the request for the return or destruction of such copies. This presentation and any oral statements made in connection with this presentation shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed business combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. No Representations and Warranties: This presentation is for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to Nauticus or Combined Co. The recipient agrees and acknowledges that this presentation is not intended to form the basis of any investment decision by the recipient and does not constitute financial investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by Nauticus, SPAC or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information (including as to the accuracy, completeness or reasonableness of statements, estimates, targets, projections, assumptions or judgments) in this presentation or in any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. Nauticus and SPAC disclaim any duty to update the information contained in this presentation. Forward-Looking Statements: This presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Nauticus' and Combined Co's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Nauticus' and SPAC's expectations with respect to future performance. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination; (3) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (4) the risk that any proposed business combination disrupts current plans and operations; (5) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (6) costs related to the any proposed business combination; (7) changes in the applicable laws or regulations; (8) the possibility that Nauticus or Combined Co may be adversely affected by other economic, business, and/or competitive factors; (9) the impact of the global COVID-19 pandemic; and (10) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by Nauticus, SPAC and Combined Co with the U.S. Securities and Exchange Commission. Nauticus and SPAC caution that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Nauticus and SPAC undertake no obligation to and accepts no obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. nauticus robotics 2#3COPYRIGHT, DISCLAIMER, AND CONFIDENTIALITY Industry, Market Data and Partnerships: In this presentation, Nauticus and SPAC rely on and refers to certain information and statistics regarding the markets and industries in which Nauticus competes. Such information and statistics are based on management's estimates and/or obtained from third-party sources, including reports by market research firms and company filings. While Nauticus and SPAC believe such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. Nauticus and SPAC have not independently verified the accuracy or completeness of the information provided by the third-party sources. This Presentation contains descriptions of certain key business partnerships with Nauticus. These descriptions are based on the Nauticus management team's discussion with such counterparties, certain non-binding written agreements and the latest available information and estimates as of the date of this Presentation. These descriptions are subject to negotiation and execution of definitive agreements with certain of such counterparties which have not been completed as of the date of this Presentation. Private Placement: The securities to which this presentation relates have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. This presentation relates to securities that Nauticus would intend to offer in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not been approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of this offering or determined that this presentation is accurate or complete. Any representation to the contrary is a criminal offense. Confidentiality: The distribution and use by each recipient of the information contained in this Presentation and any other information provided to the recipient by or on behalf of Nauticus is governed by the Confidentiality Agreement ("Confidentiality Agreement"), a copy of which has been executed and delivered by each recipient and which strictly limits the circulation and copying of the information contained in this Presentation. If you have not executed and delivered such a Confidentiality Agreement, you have received this Presentation in error. If so, please notify Nauticus immediately, and return this Presentation to us. Except as provided in such Confidentiality Agreement, this Presentation may not be distributed, reproduced or used without the express consent of Nauticus or for any other purpose than the preliminary evaluation of a potential transaction by the person to whom this Presentation has been delivered. Use of Projections: This presentation contains projected financial information with respect to Nauticus. Such projected financial information contains forward-looking information and is for illustration purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecasts information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See "Forward-looking Statements" above. Actual results may differ materially from the results contemplated by the financial forecast information contained in the presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. nauticus robotics 3#4COPYRIGHT, DISCLAIMER, AND CONFIDENTIALITY Financial Information; Non-GAAP Financial Terms: The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any proxy statement/prospectus/consent solicitation statement or registration statement or other report or document to be filed by CleanTech with the SEC. Furthermore, some of the projected financial information and data contained in this presentation, such as adjusted EBITDA (and related measures), has not been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Nauticus and CleanTech believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Nauticus' financial condition and results of operations. Nauticus' management uses these non-GAAP measures for trends analyses and for budgeting and planning purposes. Nauticus and CleanTech believe that use of these non-GAAP measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing Nauticus' financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management of Nauticus does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Nauticus' financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. You should review Nauticus' audited financial statements, which will be presented in CleanTech's proxy statement/prospectus/consent solicitation statement to be filed with the SEC, and not rely on any single financial measure to evaluate Nauticus' business. A reconciliation of non-GAAP financial measures in the presentation to the most directly comparable GAAP financial measures is not included because, without unreasonable effort, Nauticus is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these non-GAAP financial measures. Trademarks: This presentation contains trademarks, trade names and copyrights of Nauticus, CleanTech and other companies, which are the property of their respective owners. Additional Information and Where to Find it: This document relates to a proposed transaction between CleanTech and Nauticus. CleanTech intends to file a registration statement on Form S-4 that will include a proxy statement and prospectus of CleanTech, and a consent solicitation statement of Nauticus. The proxy statement/prospectus/consent solicitation statement will be sent to all CleanTech and Nauticus' stockholders. CleanTech also will file other documetns regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of CleanTech and Nauticus are urged to read the registration, the proxy statement/prospectus/consent solicitation statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus/consent solicitation statement and all other relevant documents filed or that will be filed with the SEC by Nauticus through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by CleanTech may be obtained free of charge from CleanTech's website at www.cleantechac.com or by written request to CleanTech at 207 West 25th Street, 9th Floor, New York, NY 10001. Participants in Solicitation: CleanTech and Nauticus and their respective directors and officers may be deemed to be participants in the solicitation of proxies from CleanTech's stockholders in connection with the proposed transaction. Information about CleanTech's directors and executive officers and their ownership of CleanTech's securities is set forth in CleanTech's filings with the SEC, including CleanTech's Registration Statement on Form S-1, which was filed with the SEC on July 16, 2021. To the extent that holdings of CleanTech's securities have changed since the amounts printed on CleanTech's Registration Statement on Form S-1, such changes will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of these persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus/consent solicitation statement when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. nauticus robotics 4#5Just in the Gulf of Mexico and the North Sea, there is enough energy infrastructure to circle the earth, two and half times. There is an increasing pace of offshore renewable energy installations with billions more planned. Fighting climate change will require large amounts of time spent at sea and working subsurface. Worldwide ocean security needs are accelerating supporting defense missions and port management applications. Much of this will be explored, installed, maintained, operated, serviced, repaired, and decommissioned with underwater robots. However, heavy asset topside infrastructure including $100,000 per day support vessels and scores of people onsite required to operate these legacy machines are no longer viable. Too costly and constraining, these items must be removed and with them the long tether that bring these current systems to life with power and data. We can no longer afford the cost of this style of operation, the environmental impact, or the safety risk to the personnel. We must change the way we perform these ocean services. WE WILL. A generic, illustrative example nauticus robotics 5#6Vessels in UK will pay a 0% fuel tax by 2030 and 100% by 2035 Emits up to 70MT CO2 / day A generic, illustrative example CURRENT OFFERING HAS DRAWBACKS Maintenance-heavy umbilicals Antiquated machines with little to no advanced technology Leaky hydraulics are a recordable incident at even small level of spills and leaks Representative incumbent technology and industry Risks the safety of scores of people offshore Up to $100K/day Vessel could be the size of a football field nauticus robotics I 6#7EM WE CAN AND MUST DO BETTER FOR EMERGING INDUSTRIES A generic, illustrative example nauticus robotics 7#8AQUANAUT nauticus S/N-007 Disrupt the ocean industry with tetherless, autonomous robots from surface to seabed at a cost reduction of over 50% and almost a total reduction of the GHG emissions.#9TRANSACTION SUMMARY Offering Size Business Overview Capital Structure Notes: Valuation OO! SPAC has $174mm of cash in trust and is focused on technologies that are enabling Energy Transition Innovative robotics-as-a- service company using autonomous electric subsea vehicles used for inspection, data collection and intervention activities offshore Existing Nauticus shareholders are rolling in 100% of their equity and are anchoring the PIPE with significant additional investment Industry leader in the transformation to an economically efficient and environmentally sustainable model 1. PIPE includes $35.3mm common shares and $37.5mm convertible notes. PIPE proceeds will more than fully fund the business until 2026 Pre-money Equity Value of $300mm (excluding $75mm earnout) Pro Forma Equity Value of $561mm ¹ (assuming no redemptions) and Pro Forma Enterprise Value of $377mm PIPE size of $73mm ¹ Robust growth profile with 2021-2024E Revenue CAGR of 190% and long- term EBITDA margins of ~60% Additional proceeds from SPAC trust will be used to accelerate organic and inorganic growth $222mm ¹ cash on balance sheet at closing Implies attractive entry multiples of 12.2x EV/2023E EBITDA and 4.0x EV/2023E Revenue 3.4x EV/2024E EBITDA and 1.9x EV/2024E Revenue nauticus robotics 9#10CLEANTECH ACQUISITION CORPORATION ELI SPIRO Chief Executive Officer Goldman Sachs X AXXCESS CAPITAL JEGE Capital 23+ years of experience in capital markets. Chief Executive Officer of Axxcess Capital Partners where he has closed over $1.5Bn of transactions since inception. LOUIS BUFFALINO Chief Operating Officer Member of Board of Directors Involved in numerous transactions in the clean energy space, including in his role as President of Axxcess Energy Group. Prior experience includes Vice President in the Financial Institutions Group at Goldman Sachs, and Managing Director & National Sales Manager at GE Commercial Finance. B.As York University: LLB / MBA Schulich School of Business in Toronto blink JLL CUSHMAN & CBRE WAKEFIELD 30+ years of experience in real estate services, project and development services, facility services and capital markets. Independent Board Member for Blink Charging Company (NASDAQ: BLNK). Senior Vice President at Cushman & Wakefield's (NYSE: CWK) in New York. Prior experience includes Senior Vice President at JLL and First Vice President at CBRE. B.A. Providence College. RICHARD FITZGERALD Chief Financial Officer PAVmed sesen SIE ANKUR DHANUKA Chief Technology Officer Exelon & TECHPRECISION 35+ years of experience in progressive finance & capital markets. Operations leadership experience in both public and private companies, predominately within the life sciences industry. immunome Prior experience includes Chief Financial Officer at Immunome Inc., Sesen Bio, and PAVmed Inc., as well as, senior financial positions at TechPrecision on Inc., Nucleonics Inc. (sold to Alnylam Pharmaceuticals Inc.). and Exelon Corporation. B.S. Bucknell University. इंडियन HARVARD Kennedy School BELFER CENTER for Science and International Affairs Indian Oil Corporation Limited Prior experience as Manager for Indian Oil Corporation Limited. B.E. Birla Institute of Technology 10 years of experience in the Energy sector, specifically nuclear, solar. wind and biomass energy. Clean energy technology and policy expert at Harvard University's Belfer Center. Leading feasibility assessment of electric vehicles, renewables, storage and carbon-capture to achieve 5GT+ CO2e emissions reduction. nauticus robotics 10#11NAUTICUS EXECUTIVE TEAM Proven management team in commercializing technology, global management, and ocean related services and technology development NICOLAUS RADFORD Founder, Chairman, President & CEO 20+ year robotics veteran and former robotics leader at NASA and Oceaneering Led the team to put the first humanoid robot, Robonaut, on the International Space Station Led other pioneering and flagship efforts at NASA in spaceflight and defense robotics Recipient of NASA's Outstanding Leadership Medal, one of NASA's most prestigious honors TODD NEWELL SVP of Business Development 30+ years of industrial automation and robotics experience Former technology executive at Oceaneering commercializing technologies for the Blue Economy Led a worldwide organization located in 8 countries Pioneer in the manufacturing automation renaissance in early '90s Led technology to commercial products across multiple industries: automotive aerospace & defense electronics, medical devices, and offshore robotics DR. REG BERKA Co-founder & COO 45+ year engineering and management career covering both public and private sectors 20 years at NASA in both technical and management spanning Space Shuttle and Space Station Founder and President of SaaS company from startup to global cloud-based market leader Deployed in over 50 countries worldwide 30 years in management in organizations from private to public Fortune 500 Adjunct professor in Mechanical Engineering and Engineering Management SEAN HALPIN SVP of Products & Services 20+ year career in Tech Startups, Energy, and Government Formed and led subsea services for 3 startups, initially growing each to $50mm/year Managed $~3bn dollar Energy projects as a founder of INTEC Engineering's Geoscience group Former Senior Management responsible for all commercial verticals in Liquid Robotics Former founding member of AUVSI maritime advocacy committee nauticus robotics 11#12A HIGH GROWTH, BLUE-TECH ROBOTICS AS A SERVICE COMPANY RaaS business model using proprietary cloud software platform - the latest advancements in Al/ML, perception, and autonomous control for robots deployed in the ocean domain. Forbes FAST 100 HBJ dide TOR Dr. Jd Yamokoski VP Sponsored Research Awards and Features 46 IEEE SPECTRUM AUVSI WORLDWIDE BUSINESS with kathy ireland MARINE TECHNOLOGY NEWS Dr. Reg Berka СОО MTR100 Companies to Watch HBJ Companies to Watch Angie Berka VP of Finance Nicolaus Radford Chairman, President & CEO TTransocean Goradia Capital LLC Investors MATERIAL IMPACT Todd Newell SVP Business Strategy Schlumberger Sean Halpin SVP Products & Services > UXOR Jide Akinyode VP of Engineering VideoRay DEFENSE INNOVATION UNIT nauticus robotics Partners AV AeroVironment™ leidos STINGER technology 12#13POSITIONED TO BE THE LEADER IN MARITIME AUTONOMY AND ROBOTICS FOR THE ENERGY TRANSITION. nauticus hydronaut Market Opportunity The emerging $30bn bluetech robotics, services, and data markets are fragmented and ripe for disruption. Energy Transition The $2.5Tn blue economy is currently going through a blue robotics transformation. Source: Management estimates. Nauticus Business Plan. UNC CIE. CB Insights. Various marketing reports. OECD Disruptive Technology Applying spaceflight robotics technologies to the maritime and subsea domains. Autonomy First subsea product to deploy robust machine intelligence and autonomous behaviors for dexterous manipulation. Nauticus provides 21st century ocean robotic technologies to combat climate change and the global impact on the world's marine environment. Our purpose-built, interconnected product ecosystem of both surface and subsea robots is wrapped in our autonomous software platform that affords our robots real machine intelligence, not just automation. World-class Team Developed by ex-NASA engineers & roboticists coupled with industry experts from ocean and energy sectors. Platforms Tetherless electric robots displacing hydraulic ones that are operated from large vessels with significant GHG emissions. This approach is leading the industry's transformation to an economically efficient and environmentally sustainable model. We built our technology and product portfolio with a clear vision: there might be seven seas, but there's only one planet and we're all in this together. nauticus robotics 13#14DERIVED FROM 15-YEARS OF SPACEFLIGHT ROBOTICS AT NASA 2000 Robonaut 1 Human-like Hand 2001 NASA CARPA Robonaut 1 Mobile Manipulation 2004 Robonaut 1 Dual Arm Teleoperation AGM 2008 2010 Robonaut 2 Improved Strength and Speed Robonaut 2 - Centaur Autonomous Mobile Manipulation Valkyrie Bipedal Humanoid Nauticus' principals leverage experience in a ~$100mm spaceflight robotics portfolio toward ocean robotics 2011 nauticus robotics Founded in 2014 2013 X1 Exoskeleton Spaceflight Countermeasures nauticus robotics 14#15KEY INVESTMENT HIGHLIGHTS Preeminent, bluetech robotics company leading the industry in sustainability Market Opportunity The blue economy is currently going through a robotic transformation ● • $2.5 trillion/year ocean economy (5% of the global GDP) • Estimated value of key ocean assets is several trillion dollars Disruptive Technology Developed by ex-NASA engineers with over a hundred million dollars of combined R&D investment over decades The emerging $30bn ocean robotics, bluetech, and ocean data and services markets are ripe for technological disruption Technology validated via both investments and contracts underwritten by large market players Energy Transition Value Proposition Scalable, highly profitable robotics- as-a-service business model Reduces the carbon footprint and displaces vessels used in energy, telecom, aquaculture, mining and other industries - the equivalence of 5mm cars per year Financial Highlights Visible revenue pipeline creates predictable growth with strong unit economics Eliminates hydraulic fluids spilled in the ocean; fully electric platforms Makes services safer by reducing human presence in unsafe offshore conditions Near cash flow neutral business, at an inflection point of significant growth Valuation at a significant discount to recent public technology and robotics transactions World-class team of subject-matter experts highly motivated to replace the marine service industry with cloud-connected robots for intervention and data collection services Strategic Board of Advisors include renowned leaders from academia, industry and defense nauticus robotics 15#16Source: OECD. "The global Blue Economy will grow faster than the general economy, almost doubling by 2030..." "...business-as-usual growth of economic activities in the ocean is not an option for the future" O.E.C.D. nauticus | robotics 16#17Good and services from coastal and marine environments amount to about $2.5 trillion each year. 1-USA GDP: US$17.4 2 CHINA COF US$10.4 3-JAPAN GOP US$4 GERMANY GOP: US$3. 5 FRANCE GOP US$29 7th THE OCEAN US$2.5tn Marine economy in 2018 grew faster than U.S. overall American [marine] economy worth nearly $373 billion BRAZIL GDP US$22 9 ITALY GOP: US$21 More than 90% of international commerce is transported by sea. The annual gross marine product, the equivalent of a country's GDP, would make the ocean the world's 7th largest economy 10 RUSSIA GOP US$2 Source: WWF Summary 2015. NOAA. BNP Paribas Asset Management 11 INDIA 12 CANADA 14 S. KOREA GOP US$1.4 Aquaculture is growing at the rate of 6.6% annually The average growth of marine biotechnologies (for the pharmaceuticals, etc.) industries is about 10% a year. The Blue Economy A The Blue Economy refers to sustainable use of ocean resources in order to fuel economic growth, improve livelihoods, support coastal communities, mitigate climate risks and safeguard the health of the ocean ecosystems. Blue Robotics is the evolving and growing robotic products and services that support these markets in a sustainable way. The World Wide Fund for Nature estimates that two-thirds of the ocean's value relies on healthy conditions and that this value is deteriorating rapidly because of climate change and the way industries are exploiting the ocean's products. This undermines the ocean's role as a climate regulator and carbon sink, which are key to supporting future economic growth and the well-being of billions of people. nauticus robotics 17#18THE BLUE ACCELERATION REQUIRES A ROBOTICS REVOLUTION Renewable energy production, aquaculture, telecommunications, data collection services, minerals supply, port management, GHG reduction, and offshore safety are key drivers of opportunity A 60+ Marine aquaculture Million tonnes E I 40 Million passengers 20 4 Thousand sequences 1970 1980 1990 2000 2010 2020 Marine genetic resources 0 1970 1980 1990 2000 2010 30 Cruise tourism 10- B Million barrels/day Million casts 2020 F 0 1970 1980 1990 2000 2010 2020 16+ Deep hydrocarbons Thousand megawatts 0 1970 12 1970 World Ocean Database 1.6+ Deep-sea minerals E 508 1.2 Million TEUS 04- 1980 1990 2000 2010 2020 1970 1980 1990 2000 2010 2020 H 8 Shipping G Million km² 1980 1990 2000 2010 2020 1970 K Offshore windfarms 30 20 10+ D Million m³/day Marine protected areas 1980 1990 2000 2010 2020 60 Million km² 1970 1980 1990 2000 2010 2020 1.2 50.8 0.4 1970 1980 1990 2000 2010 2020 40 Extended continental shelf L 30 Desalinated seawater 20 10 Submarine cables 0 1970 1980 1990 2000 2010 2020 1970 1980 1990 2000 2010 2020 1970 1980 1990 2000 2010 2020 European targets of renewable ocean energy production of 600GW by 2050 require exponential growth Global Offshore Wind will grow 22% a year from 23GW to 94GW by 2026 Fatality rate of 15.9 per 100,000 workers. Five times worse than any other job in the US¹ 2mm people deployed offshore in each year in oil & gas alone. 80bn tons of fish are caught each year - 3x the mass of every person in the United States. Source: OECD. One Earth. Fortune Business Insights. Minerals 2017, 7, 203. The Atlantic ¹CDC stats on Marine Terminal and Port Operations At present rates, the edible fish stocks will be depleted in 40 years The seabed beneath international waters contain more valuable minerals than all the continents combined Demand for rare earth materials is projected to reach 315,000 tons in 2030, driven by increasing uptake in green technologies. The Blue Acceleration: Global trends in (A) marine aquaculture production; (B) deep offshore hydrocarbon production, including gas, crude oil, and natural gas liquids below 125 m; (C) total area of seabed under mining contract in areas beyond national jurisdiction; (D) cumulative contracted seawater desalination capacity; (E) accumulated number of marine genetic sequences associated with a patent with international protection; (F) accumulated number of casts added to the World Ocean Database; (G) container port traffic measured in Twenty-Foot Equivalent Units (TEU); (H) total length of submarine fiber optic cables; (1) number of cruise passengers; (J) cumulative offshore wind energy capacity installed; (K) total marine area protected; (L) total area of claimed extended continental shelf. nauticus robotics 18#19DISRUPTABLE TARGET MARKET Renewables Offshore Data Centers & Telecomm Defense Subsea Mining ENERGY 4 Today, manned service vessels are used to service the offshore energy sectors. Mega-trend toward surface & subsea robotics to be supervised and operated from shore. = Oil & Gas Oceanographic & Science Missions Port Security & Management Aquaculture PORT MANAGEMENT Source: Nauticus Business Plan. Management Estimates. Various Marketing Reports. Growing need for persistent robotic presence in ports and harbors to monitor ship traffic and costal impacts. Total Addressable Market Serviceable Obtainable Market AQUACULTURE QO Current operations for sea-based aquaculture farms are highly dependent on manual labor and divers. Autonomous robotics systems and remotely controlled operations are growing in need for the rapid increase in global fish farming. $30B $6B OCEAN DEFENSE Multi-role UUVs that can travel large distances and gather information, have high maneuverability, and an ability to intervene. Desire to increase standoff distance of the warfighter. nauticuS robotics 19#20Revolutionary technology 20 years in the making IN AND A nauticus 20 robotics#21A SUPERVISED AUTONOMY SOFTWARE ECOSYSTEM 7 Olympic Arm & Intelligent ROVS X-naut fleet 17 hydronaut nauticus software suite nauticus Hydronaut ASV Fleet An all-encompassing software suite for subsea sensing & manipulation, supervised autonomous behaviors, survey, search & recovery, and manual interventions. This software unifies all Nauticus' products into a single control architecture and communications middleware, enabling multi-agent interaction and mission planning. 10 SCHNAUT AQUANAUT nauticus E 10 Aquanaut fleet AQUANAUT AQUANAUT nauticus N-37 Illustrative examples nauticus robotics 3rd party partners 21#22AQUANAUT PLATFORM OVERVIEW Aquanaut has an ROV and AUV mode built into one electric platform using the latest in autonomous manipulation and inspection technologies. INSPECTION MODE Intelligent mission planning AQUANAUT nauticus S/N-007 Electric subsea vehicle with 100kWhr Li-ion battery and 200km range and long work endurance Advanced perception head with structured light, stereo cameras, and multiple 3D sonars imagers INTERVENTION MODE Supervised autonomous manipulation AQUANAUT nauticus SN-007 Force sensing for strong yet delicate operations Two deployable electric work-class manipulators nauticus 22 robotics#23CURRENT AND TARGET CUSTOMERS High demand for fully electric and autonomous systems to help reduce emissions and control costs for ocean market activities MARKET SEGMENTS Sustainable Energy Autonomous Shipping & GREEN Shipping Aquaculture Port Security & Management GOVERNMENT Subsea robots and drones are increasing rapidly in use and especially ones that serve multi-mission roles. GREEN Services Offshore Cables COMMERCIAL Existing and newly constructed energy fields will utilize robotics to transit long distances and perform inspection and manipulation tasks in several related vertical industries. Ports have identified a need for persistent robotic presence to monitor the continuous ship traffic and climate impacts. Subsea Data Centers Subsea Mining Smart ROVS KEY AND TARGET PARTNERS AND TARGET CLIENT BASE SCOTTISHPOWER TTransocean Orsted wood. GOVTECH THE NEWS SALMAR Passion for Salmon Nauticus & International Port finalizing Aquanaut for port security and general operations Clean vessel company issued purchase orders for Hydronauts & Aquanauts & operational services contract Several supermajors placing orders for a FEED studies; conducting subsea corrosion mapping without large vessels using Aquanaut and Hydronaut equinor Major wind operators signal demand to execute near to shore inspections offshore wind without vessels Partnering with large energy technology company to win resident Aquanaut for large operator; conduct field inspections without service vessels Source: Nauticus Business Plan. Management Estimates. Some partnerships are in process of being finalized into agreements and includes some speculative clients. BR PETROBRAS Microsoft SSE VATTENFALL SMD leidos IKM 1-K-M Subsea bp TechnipFMC OCEANEERING STINGER technology VideoRay Negotiating agreement with large windfarm engineering firm to use Hydronaut & Aquanaut for the emerging deepwater wind & subsea data center markets Large services company ordering study: How Hydronaut & Aquanaut can assist in subsea construction International Supermajor proposing the Hydronaut/Aquanaut solution through regional partners Significant defense industry partnership around Aquanaut and related technologies Nauticus Software Suite license agreements being negotiated and finalized for mulit-year subscriptions nauticus robotics 23#24LEADING MARINE ROBOTICS AUTONOMY Aquanaut without umbilical → large vessel can be eliminated Aquanaut with manipulation →can execute 80% more work Aquanaut with more power Aquanaut & Hydronaut → can travel 3X farther → can execute multiday campaigns nauticus I 24 robotics#25IMMEDIATE OPPORTUNITY OFFSHORE WIND Source: Nauticus Business Plan. Management Estimates. 4hrs per turbine & associated cables. As assets age, inspection demands increase due to corrosion effects. Engineering estimates. United Kingdom Germany Denmark Netherlands Belgium Sweden 2 12 80 Wind Farms 339 2020 Offshore Europe: 25GW from 5,310 Turbines 2030 Offshore US Targets : 30 GW from 7500 Turbines 559 537 92 | 70 Inspection Demands Long-term Growth Needs Active Under Development 30 92 1 501 2 294 50 Aquanauts 50 Aquanauts nauticus robotics 25#26IMMEDIATE OPPORTUNITY OIL & GAS Source: Nauticus Business Plan. Management Estimates. 2.5hrs/tree, 1.5kph/flowline, 4hrs/riser. Higher estimates are inclusive of other O&G market subsets Worldwide Offshore O&G Asset Base AGR 67319,118 | 843 115,986 272 998 16,034 | 890 1,078 |10,660 | 2,260 # of Trees Km of Flowline Km of Riser Offshore O&G Immediate need: Longer term needs: ROW 1,114 |34,521 | 382 248 14,103 | 30 50 Aquanauts 50 Aquanauts nauticus robotics 26#27SECURITY AND DEFENSE Top 20 of the major ports worldwide ER 2 3 FID 2-12 Worldwide Port Applications: 50 Aquanauts Worldwide Defense: 100 Aquanauts or similar subsea platform technologies Source: Nauticus Business Plan. Management Estimates. 800 Major ports worldwide. Worldwide US & Foreign Military Sales Estimates. for nauticus 27 robotics#28EMERGING AND GROWTH MARKETS Data Centers Autonomous Shipping Aquaculture Telecommunications Subsea Mining Biotechnology nauticus 28 robotics#29HYDRONAUT FLEET AND TECHNOLOGY EXTENSIBILITY IN EMERGING MARKETS Hydronaut will extend to larger fleet classes such as Hydronaut Cargo and Technology Packages for Autonomous Shipping Partnerships Autonomous shipping progression 2018 Remote support, operation of certain functions 2020 Remote and autonomous local vessels 2025 Remote and autonomous short sea vessels 20... Source: Nauticus Business Plan. Management Estimates. Markets and Markets. Remote and autonomous ocean going vessels Source: Rolls-Royce Market Outlook The global autonomous ships market size is estimated to be USD 5.8 billion in 2020 and is projected to reach USD 14.2 billion by 2030, at a CAGR of 9.3% from 2020 to 2030. Some of the major factors driving this market include the increasing investments in autonomous projects, development of next-generation of autonomous vessels, increasing demand for situational awareness vessels. ● HMI Technology packages from Hydronaut like fusion algorithms, perception, GPS, and cameras. Helps predicts behaviors of other vessels in the vicinity. Autonomous navigation, remote monitoring, and cloud-based fleet management. Mitigate human error in congested waters hydronaut cargo nauticus Hydronaut Cargo class nauticus robotics 29#30COMPETITIVE LANDSCAPE Representative taxonomy of ocean robotics landscape. Aquanaut can operate as both an AUV and untethered ROV from an autonomous surface vessel WORKCLASS ROV NEX US Tethered Manipulation 11 Source: Management Estimates. SURVEY AUV Non-hovering Survey 134 HYBRID DRONE FREEDOM - Hovering Inspection ASV WITH ROV ARMADA Tethered ASV Solutions PREACH ASV WITH AQUANAUT hydronaut Untethered Manipulation AQUANAUT nauticus robotics 30#31ROBOTICS AS-A-SERVICE MODEL KEY FINANCIAL METRICS $25-40k/day REVENUE $5-8mm ANNUAL REVENUE $4-7mm CAPEX Source: Nauticus Business Plan. Management Estimates. 200 days/year ANNUAL UTILIZATION $3-5mm ANNUAL OPERATING INCOME nauticuS 31 robotics#32RAAS BUSINESS MODEL CAUSES MARGINS TO INCREASE OVER TIME $250 $200 $150 $100 $50 $0 -$50 30 25 20 15 10 5 0 $8 2021 Cumulative Commercial Services Fleet 2 Revenue and EBITDA ($mm) 1 2 Revenue ($MM) $23 1 1% 2022 Commercial Services SO 2022 EBITDA $95 Annual Vehicle Build Schedule 7 5 33% 2023 $31 2023 $202 Commercial Sales/Leases 55% $111 EBITDA Margin % 2024 25 34 18 2024 Defense & Ports 60% 50% 40% 30% 20% 10% 0% -10% % Revenue Committed $250% Revenue Committed + Pipeline $200 $150 $100 $50 $0 100% 80% 60% 40% 20% 0% Revenue Pipeline ($mm) 2022 Revenue Forecast 2021 98% 132% 2022 Committed LOIS/MOUS Committed Orders Uncommitted Comm Services Uncommitted Other 257% 41% 35% 19% Gross Profit Mix Over Time 5% 48% 2% 2021 2022 Commercial Services/Svc Contracts Defense & Ports 78% 2023 46% 31% Revenue Pipeline 15% 8% 2023 Commercial Sales/Leases SW Licensing 21% 88% 2024 59% 20% 4% 17% 2024 nauticus robotics 32#33TRANSACTION STRUCTURE DETAIL TRANSACTION STRUCTURE The transaction is expected to close in Q2 2022 Post-closing, the combined company will be listed on the Nasdaq as KITT VALUATION Pre-money Equity Value $300mm, Pro Forma Equity Value $561mm ² (assuming no redemption, $73mm PIPE 2) and Pro Forma Enterprise Value of $377mm Implies attractive entry multiples of 4.0x 2023 Revenue and 12.2x 2023 EBITDA; 1.9x 2024 Revenue and 3.4x 2024 EBITDA Proceeds from the transaction will be used to capitalize the balance sheet with $222mm in cash 2, which will be used to accelerate the growth of the business from its base plan CAPITAL STRUCTURE 1 The transaction will be funded by a combination of $174mm cash held in trust and $73mm² in PIPE proceeds through issuance of common shares and convertible notes All-primary transaction; existing Nauticus shareholders are rolling 100% of their equity and will own ~53% of the pro forma equity at closing Nauticus' shareholders are anchoring the PIPE with significant additional investment Additional earnouts the form of $75mm in equity to align incentives between management and investors 50% earned at $15.00/share anytime after closing and before the 5-year anniversary O 25% earned at $17.50/share anytime after closing and before the 5-year anniversary O 25% earned at $20/share after the 1-year anniversary of closing but before the 5-year anniversary Notes: SOURCES AND USES ² ($ in millions) Transaction Sources Nauticus Equity Rollover Cash from SPAC Rights to SPAC Cash from PIPE (common) Cash from PIPE (convertible notes) Founder Shares Total Sources PRO FORMA VALUATION AND OWNERSHIP 2 ($ in millions) Pro Forma Valuation Share Price Pro forma shares outstanding (mm) Pro Forma Equity Value Plus convertible notes Less: cash to balance sheet Pro Forma Enterprise Value Ownership Nauticus Equity Rollover Shares to SPAC Shares to PIPE Shares to SPAC sponsor $300 $174 $9 $35 $38 $43 $599 1. Convertible Notes issued at 25% conversion premium to common stock; 6% interest (with PIK option at a 10% discount); warrants at $20/share 2. PIPE includes $35.3mm common shares and $37.5mm convertible notes The transaction will fully fund Nauticus's business plan, and provide an additional $172 million of cash to the balance sheet - leaving ample room to accelerate growth $10.00 56.1 $561 38 (222) $377 Transaction Uses Stock to existing Nauticus shareholders Capital required to execute business plan Rights to SPAC 53% 33% 6% 8% Surplus cash on balance sheet Founder shares Estimated Transaction Expense Total Uses Sponsor 8% SPAC 33% PIPE 6% $300 $50 $9 $172 $43 $25 $599 Nauticus 53% nauticus robotics 33#34PUBLIC COMPARABLE UNIVERSE FOR NAUTICUS PRIMARY COMPS SECONDARY COMPS Recent Pure- Play RaaS de-SPACs Robotics & Automation Disruptive Category Creators Recent All- Electric Autonomous Platforms de-SPACS Recent Energy Transition & Clean tech de- SPACS sacos BERKSHIRE GREY BG KEYENCE INTUITIVE SIASUN TECHNOLOGIES Everywhere ABB T COGNEX AMETEK FANUC TTESLA A AUTODESK Palantir PROTOLABS HEXAGON Rockwell Automation U UBER sunrun C3.ai TECHNOLOGIES OUSTER INNOVIZ LILIUM Faraday Future @ ΑΓΓΙVΑL PROTERRA LUMINAR Velodyne Lidar CANOO EVgo ESS FAST CHARGING TECHNOLOGY -chargepoin+ QuantumScape - - Most comparable from a business model standpoint (RaaS) Similar growth trajectory More hard-tech and less software/Al focused compared to Nauticus Comparable broad mega trends on automation Not direct competitors Lower growth, established companies Disruptors in their industries with significant first-mover advantage Unrelated end markets Larger scale and brand recognition ✓ Expanding industry driven by technological adoption ✓ Similar growth trajectory End markets primarily mobility Higher capital intensity ✓ Expanding industry driven by technological adoption ✓Similar growth trajectory Majority of companies are pre-revenue and EBITDA-negative nauticus robotics 34#35OPERATIONAL BENCHMARKING 2024 EBITDA Margin 70% 60% 50% 40% 30% 20% 10% 0% -10% Notes: KEYENCE FANUC RA Rockwell Automation 0% ABB AMETEK A AUTODESK INTUITIVE HEXAGON СОСИЕХ sunrun TELEDYNE TECHNOLOGIES Everywhereyoulook PROTOLABS Maked TECLA SIASUN Uber Palantir C3 ai 50% Top quartile Revenue Growth chargepoine P PROTERDA Velodyne Lidar 100% BG BERKSHIRE LUMINAR OUSTER EVgo FAST CHARGING 150% 2021-2024 CAGR - Revenue nauticus Qsaacos Nauticus ranks in the top quartile of both Revenue Growth and EBITDA Margin INNOVIZ TECHNOLOGIES 200% Fee TECHNOLOGY 250% Companies with significantly negative 2024E EBITDA margins were excluded: Canoo (-19%), Lilium (-365%), QuantumScape (-2,219%) Revenue CAGR is 2021-2024 when all data points in the range are available. In cases where all data points are not available, the companies were removed from the data set ESS Tech. Revenue CAGR of 555% is shown at the highest point (250%) of X-axis ↑ Top Quartile EBITDA Margin Recent Pure-Play RaaS de-SPACs Robotics & Automation Disruptive Category Creators Recent All-Electric Autonomous Platforms de- SPACS Recent Energy Transition & Clean- Tech De-SPACs nauticus robotics 35#36VALUATION BENCHMARKING: EV / EBITDA 2022E 2023E 2024E Positive NAUTICUS¹ 12.2 x NAUTICUS¹ 3.4 x NAUTICUS¹ Primary RaaS Comps Negative sAacos Negative sAacos 33.0 x sAacos Negative BG BG Source: Capital IQ, SEC filings and company disclosures; Nauticus projected figures per internal forecast Notes: Market data as of November 15, 2021 ET/CT= Recent Energy Transition & Clean-Tech de-SPACS, R&A= Robotics & Automation, DCC= Disruptive Category Creators, AE/AP= Recent All-Electric Autonomous Platforms de-SPACS BERKSHIRE GREY Negative BERKSHIRE GREY Negative BG BERKSHIRE GREY Negative ET/CT See note2 ET/CT 35.0 x ET/CT Secondary Comps 22.5 x R&A 22.5 x R&A 18.4 x R&A 1 Based on Nauticus enterprise value of $377mm at $10/share 2 In 2023, only one of the four companies (ESS Tech) in the ET/CT category have a positive EBITDA and it is negligible to the point that it implies an EV/EBITDA multiple of 877.5x 59.7 x DCC 38.4 x DCC 29.9 x DCC Negative AE/AP 28.5 x AE/AP 28.5 x AE/AP nauticus robotics 36#37VALUATION BENCHMARKING: EV / REVENUE 2022E 2023E 2024E Source: Notes: 16.1 x NAUTICUS¹ 4.0 x NAUTICUS¹ 1.9 x NAUTICUS¹ Primary RaaS Comps 154.8 x sAacos 25.8 x sAacos 7.2 x sAacos 12.7 x BG BERKSHIRE GREY 5.8 x BG GREY BG BERKSHIRE 2.7 x BERKSHIRE GREY 45.6 x ET/CT 13.4 x ET/CT 9.9 x ET/CT Secondary Comps 5.5 x R&A 5.2 x R&A 5.8 x R&A 12.8 x DCC 9.8 x DCC 8.2 x Capital IQ, SEC filings and company disclosures; Nauticus projected figures per internal forecast Market data as of November 15, 2021 ET/CT= Recent Energy Transition & Clean-Tech de-SPACS, R&A= Robotics & Automation, DCC= Disruptive Category Creators, AE/AP= Recent All-Electric Autonomous Platforms de-SPACs 1 Based on Nauticus enterprise value of $377mm at $10/share DCC 19.9 x AE/AP 5.2 x AE/AP 2.5 X AE/AP nauticus robotics 37#38ENTERPRISE VALUE SENSITIVITIES ($ in millions) IMPLIED ENTERPRISE VALUE $377 $1,509 6x - 10x Midpoint Trade-up 220% $905 Transaction Value EV/2023E Revenue Source: Capital IQ, SEC filings and company disclosures; Nauticus projected figures per internal forecast Notes: Market data as of November 15, 2021 Based on Nauticus enterprise value of $377mm at $10/share $1,830 3x - 6x Midpoint Trade-up 264% $915 EV/2024E Revenue $2,198 20x - 40x Midpoint Trade-up 354% $1099 EV/2023E EBITDA $3,148 15x - 20x Midpoint Trade-up 641% $2,361 EV/2024E EBITDA nauticus robotics 38#39SELECTED PUBLIC COMPARABLE COMPANIES % Share Equity price as of 52-week Value 11/15/2021 high ($mm) $10.00 n/a 561 ($ in millions, except per share valu Company Nauticus Robotics Robotics & Automation Keyence Intuitive Surgical ABB Fanuc Hexagon Rockwell Automation Ametek Cognex Teledyne Siasun Disruptive Category Creators Tesla Uber Autodesk Palantir Sunrun C3.ai Proto Labs ¥71,490.00 94% $353.56 96% CHF 32.24 93% ¥23,595.00 79% SEK 136.80 90% $335.06 95% $140.09 98% 82% 95% $83.16 $443.84 CNY 10.20 71% Mean Median 89% 93% Velodyne Lidar Ouster Innoviz Arrival Lilium Luminar Proterra ESS Tech Chargepoint QuantumScape $1,013.39 81% 1,019,895 $43.61 68% 84,609 $326.39 95% 71,757 $23.41 52% 46,933 $57.96 57% 11,998 5,026 1,608 177,404 46,933 26% 20% $48.28 $58.30 Mean Median 57% 57% $9.11 $8.45 $6.83 $7.58 $6.00 $13.52 $9.75 $21.99 $12.51 Recent All-Electric Autonomous Platforms de-SPACS (Current Trading) Faraday Future 2,955 Canoo. 2,016 1,342 1,301 802 8,388 2,766 7,904 2,731 3,356 2,731 Mean Median $16.19 $15.26 $26.93 $40.58 Mean Median 44% 34% 22% 43% 34% 36% 63% 46% 40% $8.70 $6.59 40% 40% Recent Pure-Play RaaS de-SPACs (Current Trading) Sarcos Robotics 74% Berkshire Grey Mean Median 152,170 126,305 69,703 39,723 42,080 38,861 32,406 14,703 20,707 2,477 53,914 39,292 Recent Energy Transition and Clean-Tech de-SPACS (Current Trading) EVGO 67% 53% 54% 31% 51% 54% 49% 61% 61% Ent. Value EV / EBITDA ($mm) CY'22E CY'23E CY'24E CY'25E CY'26E 1503.9x 12.2x 377 3.4x 1.3x 0.7x 4,283 2,061 8,750 17,149 8,061 6,516 144,041 37.4x 33.6x 29.6x 26.0x n/a 122,221 44.0x 39.0x 33.9x 31.7x 28.6x 73,360 14.0x 12.9x 10.9x 10.4x n/a 34,491 14.5x 13.9x 13.2x 13.4x n/a 44,404 21.4x 19.8x 16.5x 14.9x n/a 42,896 23.6x 21.5x 19.8x 18.0x n/a 34,877 19.7x 18.7x n/a n/a n/a 14,337 37.0x 30.9x 29.0x 26.2x n/a 24,759 18.9x 17.6x 17.0x 16.0x n/a 2,516 74.3x 51.5x n/a n/a n/a 53,790 30.5x 25.9x 21.2x 19.6x 28.6x 38,886 22.5x 20.6x 18.4x 17.0x 28.6x 1,197 1,514 1,355 1,355 1,015,399 65.7x 47.7x 35.8x 28.7x 23.3x 89,686 59.7x 24.2x 14.9x 10.2x 9.3x 72,917 35.7x 29.0x 24.0x 21.1x 19.1x 44,662 81.0x 60.0x n/a n/a n/a 19,286 negative 940.4x 108.8x 61.2x n/a 3,931 negative negative n/a n/a n/a n/a n/a 30.3x 17.2x 59.7x 38.4x 29.9x 24.9x 19.1x 1,532 16.1x 10.7x n/a 178,202 51.6x 185.4x 45.9x 44,662 5,041 negative negative 33.2x 3.9x n/a 1,616 negative negative negative 176.3x 10.0x 1,036 negative negative 23.8x n/a n/a 1,092 negative negative negative 10.1x n/a 480 negative negative 34.3x 2.9x n/a 8,120 negative 65.2x 10.2x 2.8x n/a 7,399 negative negative 916.8x 30.5x 2,706 negative negative negative negative 63.8x n/a n/a 36.9x 36.9x 2,122 negative 276.5x 11.2x 3.9x 3,290 n/a 2,122 n/a 170.9x 171.6x 32.9x 170.9x 28.5x 3.9x 21.4x 3,788 negative negative 56.6x 11.4x 1,755 negative 877.5x 13.4x 4.9x 2.4x 8,156 negative negative negative 87.5x 24.0x 15,675 negative negative negative negative negative 7,344 n/a 877.5x 35.0x 37.9x 12.6x 5,972 n/a 877.5x 35.0x 21.4x 11.4x 960 negative negative 33.0x 3.6x 1.6x 1,310 negative negative n/a n/a n/a 1,135 n/a n/a 33.0x 3.6x 1.6x 1,135 n/a n/a 33.0x 3.6x 1.6x EV / Revenue CY'22E CY'23E CY'24E CY'25E CY'26E 16.1x 4.0x 1.9x 0.7x 0.5x 21.1x 19.1x 19.0x 16.7x 2.4x 2.3x 4.9x 4.9x 8.1x 7.6x 5.1x 4.9x 4.7x 5.5x n/a 11.1x 10.1x 5.8x 12.6x 4.5x 4.3x 8.8x 4.3x 4.0x 3.9x n/a 8.0x 8.0x 5.5x 5.2x 5.8x 17.1x 15.2x 14.6x 13.5x 2.2x 2.2x 13.8x 13.2x 2.2x 4.7x 4.5x 4.1x 6.9x 6.0x n/a 4.5x 4.3x n/a n/a 8.8x n/a 14.3x 3.6x 14.0x 22.6x 17.5x 10.6x 9.3x 12.8x 9.8x 2.9x 2.6x 11.6x 9.4x 12.8x 9.8x 11.3x 9.5x 2.9x 2.4x 12.2x 10.7x n/a 8.2x 5.0x n/a 7.1x 8.2x 0.8x 1.2x 2.5x 2.7x 2.2x 3.8x n/a 7.3x 5.3x 154.8x 25.8x 7.2x 12.7x 5.8x 2.7x 83.8x 15.8x 5.0x 83.8x 15.8x 5.0x 8.0x 4.5x 2.1x 1.6x 9.5x 8.6x n/a n/a 7.4x n/a 3.3x 2.5x n/a 4.3x 3.5x n/a 6.1x 7.4x n/a n/a 7.5x 4.3x 17.2x 2.0x 0.3x 0.8x 30.9x 2.4x 10.9x 5.7x 12.5x 4.6x n/a 1.2x n/a 22.7x 7.8x 0.9x n/a 2.6x 0.7x n/a 1.3x 7.6x 80.7x 6.3x n/a n/a 38.3x 4.1x 186.8x 56.3x 18.5x 9.3x 5.1x 2.9x 1.5x 45.8x 11.0x 7.8x 19.9x 5.2x 2.5x 0.8x n/a 2.3x 3.2x 1.3x 0.8x n/a 0.6x n/a 67.4x 24.9x 11.2x 6.5x 3.9x 45.6x 5.8x 2.3x 1.1x 0.7x 22.1x 13,4x 8.7x 6.7x 5.5x n/a n/a 1544.3x 449.8x 66.0x 45.0x 14.7x 391.6x 116.0x 19.0x 45.6x 13.4x 9.9x 6.6x 4.7x 1.9x 1.4x 1.7x 1.7x 1.0x n/a 1.0x 1.0x CY'22E CY'23E CY'24E CY'25E CY'26E 131% 303% 114% 155% 55% 12% 14% 5% 13% 11% 16% 9% 12% 19% 17% 13% 13% 39% 46% 19% Revenue Growth 29% 15% 35% 9% 27% 29% 11% 14% 5% (1)% 7% 4% 5% 14% 6% 11% 7% 6% 27% 26% 15% 29% 15% 30% 12% 22% 26% 12% 8% 6% 1% 6% 4% 10% 14% 4% 5% n/a n/a 10% 14% 6% 5% n/a n/a 8% 8% 8% 7% 12% 14% 19% 19% 14% n/a 14% 98% n/a 33% 19% 19% 15% 13% n/a 10% 51% n/a 22% 15% 10% 2% (1)% 9% n/a 4% n/a n/a n/a n/a 5% 4% 77% 33% 11% n/a n/a 32% n/a 38% 33% n/a n/a 768% 134% 148% n/a 1,170% 96% 54% 41% 46% 91% 130% n/a n/a 163% 169% 70% 134% n/a 165% 190% 260% 149% n/a n/a 1,190% 142% 283% n/a n/a n/a n/a 841% 207% 27% 232% 204% 99% 23% 72% 77% 97% 77% n/a 94% 486% 142% 223% 90% 72% 211% 132% 141% 41% 166% 171% 122% 71% 67% 1,309% 690% 152% 105% 55% 60% 65% 55% 30% 21% n/a n/a n/a 243% 582% 512% 309% 110% 112% 181% 166% 171% 122% 88% 61% 12% 501% 255% 279% 96% 112% 119% 117% 86% n/a 62% 310% 186% 182% 96% 62% 310% 186% 182% 96% CY'22E 1% EBITDA margin CY'23E 33% 56% 43% 17% 34% 57% 43% 18% 36% 38% 38% 23% 22% 29% 30% 34% 24% 6% 36% 24% 7% 31% 30% 32% 33% CY'24E CY'25E 56% 55% 58% 43% 20% 36% 42% 24% n/a 35% 24% n/a 35% 35% 22% 6% 39% 28% (5)% 24% 12% 42% 29% 1% (33)% (21)% n/a 18% 24% n/a 11% 16% 24% 18% 24% 21% 26% 16% 45% n/a 8% (185)% (18)% (649)% (58)% (107)% (43)% (83)% (17)% (6)% (412) % (120) % 6% (165)% 10% 25% negative negative (365) % (390)% (99)% 2% (16)% 1% 13% (251)% (43)% (37)% (175)% (31)% 3% 3% (19) % 10% (657)% (80)% 22% (105)% (36)% n/a (381)% (58)% 22% (381)% (58)% 22% 59% 43% 21% n/a 46% n/a 34% n/a 40% n/a 25% n/a n/a n/a 34% n/a n/a 24% n/a 35% n/a 46% 46% 34% 28% 20% 45% n/a 12% n/a n/a 26% 24% 31% 23% (94)% (5)% 20% (112)% 1% 17% (43)% (19) % (1)% 8% negative negative (2,219) % (602)% (83)% (8)% (94)% (5)% (546) % (135)% 15% 8% CY'26E 64% 9% n/a 0% 6% n/a n/a 12% n/a 30% n/a 24% n/a (32)% 2% n/a 31% 21% n/a 12% 4% 16% 4% 52% n/a 52% 52% 19% 17% 45% n/a n/a n/a n/a 27% 19% 34% 30% 23% (52)% 9% 27% 59% n/a 59% 59% nauticus robotics 39#40FEEDBACK AND TESTIMONIALS Fortune 500 companies have validated Nauticus' approach. Example feedback: Major X Major Y Major Z "Nauticus' products such as Aquanaut and electric manipulators are viewed within [X] as technological developments ‘ahead of the curve' of technology availability, breaking new ground in vision and operation. These technologies fully support [X]'s vision toward full automation, remote control and eventual unmanned operations with all the benefits that delivers, such as lowering CO2, risk, economics while also presenting exciting new areas of technology and 'ways of working' that will facilitate recruitment and retention of a new generation of personnel. Such remotely operated systems support both Oil & Gas infrastructure IMR, but also renewables and are hence of great interest to [X] as we also transition. Deployment of underwater vehicles such as the Aquanaut that offer greater functionality than a simple suite of geophysical sensors, aligns with our vision statement how such operations may be conducted." "This [Aquanaut] technology is an enabler. It's an enabler for unlocking new ways of working, transforming the way we're working and, not least, reducing CO₂ footprint and increasing competitiveness on the Norwegian Continental Shelf and internationally. We can move more of the task onshore, move people onshore closer to their homes." "Drones in general and underwater drones especially, are very important to us when it comes to achieving our goals. It is vital to work safely and to be able to reduce staff at our facilities and work more efficiently, as well as reducing our carbon footprint." "[Z]'s vision for the future of subsea operations includes autonomous solutions for inspection and maintenance. An AUV/ROV that can perform its tasks without the need for an umbilical would be a great advancement and could gain a huge market on subsea IMR segment. The objective is to eliminate the need of a manned surface vessel (high cost, gas emission, ...), and any solution that complies with this goal is achieving our vision for the future on subsea operations." nauticus robotics 40#41DR. MICHAEL GRIFFIN Former Administrator of NASA and former Under Secretary of Defense R&E DR. MARCIE O'MALLEY Thomas Michael Panos Family Professor in Mechanical Engineering at Rice University WOGBE OFORI Former SVP of Worldwide Airports, Inc and Founder of 360 Approach STRATEGIC ADVISORS DR. DAVID KILCULLEN Founder, Corderilla Group & Prof. at Arizona State DR. LISA PORTER Former Deputy Under Secretary of Defense for R&E, founding Director of IARPA DR. IAIN COOPER Former Manager of Corporate Venturing at Schlumberger and CEO of Seekops DR. MARC RAIBERT Founder, Chairman of Boston Dynamics JOHN GIBSON Former President of Halliburton Energy Services GENERAL (RET.) ROBERT NELLER Former Commandant of the Marine Corp. nauticus robotics 41

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