Nauticus SPAC Presentation Deck

TRANSACTION 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

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