Nauticus SPAC Presentation Deck slide image

Nauticus SPAC Presentation Deck

COPYRIGHT, 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
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