This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Exchange Act as well as protections afforded by other federal securities laws. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These forward-looking statements may be identified by the use of words such as “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or “continue” or similar expressions that predict or indicate future events, results or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. There can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus’ and 3D’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. While Nauticus and 3D consider these expectations, beliefs and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond Nauticus’ and 3D’s control and which include, but are not limited to: the ability of Nauticus and 3D to consummate the proposed transactions contemplated by acquisition agreement (the “Transactions”) within the anticipated timeframe or at all; the satisfaction or waiver, as applicable, of conditions to closing the Transactions, including, without limitation, obtaining the necessary regulatory and other consents and approvals, including the requisite approvals the Transactions by Nauticus’ and 3D’s respective stockholders; the ability to realize the anticipated benefits of the Transactions; the successful integration of 3D’s business and products with those of Nauticus; any disruption by reason of the Transactions of Nauticus’ current business, plans or operations; the effect of the announcement or pendency of the Transactions on the market price of Nauticus’ publicly traded securities, operating results or ability to establish or maintain relationships with employees, suppliers or other business partners; significant transaction costs; unknown liabilities; future exchange and interest rates; changes in tax and other laws, regulations, rates or policies; future business combinations, divestitures or other strategic transactions; the expected timing of product commercialization or new product releases; customer interest in Nauticus’ and 3D’s products and services; estimated operating results; anticipated cash and other capital expenditures and needs; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, the risks and uncertainties described in the sections entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, or in the Company’s subsequently filed Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made, and neither Nauticus nor 3D is not under any obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in Nauticus’ reports and other filings with the SEC for a more complete discussion of the risks and uncertainties facing the Company, any of which could cause actual outcomes to be materially different from those indicated in the forward-looking statements made by the Company, in particular the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” (or similarly titled sections) in documents filed by the Company from time to time with the SEC, including Nauticus’ Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. The documents filed by Nauticus with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
No Offer or Solicitation This press release is for information purposes only and is not intended to and shall not constitute a solicitation of a proxy, vote, consent, approval or authorization with respect to any securities or in respect of the Transactions, or an offer to sell or the solicitation of an offer to buy or a recommendation to purchase any securities, nor shall there be any sale of securities in any jurisdiction in which any such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or otherwise in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, and otherwise in accordance with applicable law.
Important Additional Information To Be Filed with the SEC In connection with the Transactions, Nauticus intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement and prospectus (the “Proxy Statement/Prospectus”), copies of which, if and once definitive/final, will be mailed or otherwise made available to Nauticus’ stockholders as of the record date to be established for voting on the Transactions. This press release is not a substitute for the Proxy Statement/Prospectus or any other document that Nauticus will distribute or otherwise make available to its stockholders in connection with the Transactions. Nauticus’ stockholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive/final Proxy Statement/Prospectus, as well as all other relevant materials filed or that will be filed with the SEC, as these documents will contain important information about Nauticus, 3D and the Transactions. Stockholders may also obtain copies of the preliminary Proxy Statement/Prospectus, the definitive/final Proxy Statement/Prospectus, once available, as well as other documents filed by the Company with the SEC, without charge, at the SEC’s website at www.sec.gov, or through the Company’s website at ir.nauticusrobotics.com.
Participants in the Solicitation Nauticus and 3D and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Nauticus’ stockholders in connection with the Transactions. Information regarding the persons who, under the rules of the SEC, may be deemed participants in the solicitation of the Company’s stockholders in connection with the Transactions, including a description of their respective direct and indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement/Prospectus to be filed with the SEC. You can find more information about Nauticus’ directors and executive officers in the Company’s filings with the SEC. You may obtain free copies of these documents as described in the preceding paragraph. Stockholders, potential investors and other interested persons should read the Proxy Statement/Prospectus carefully before making any voting or investment decisions.
Non-GAAP Financial Measures This press release may include certain financial measures not presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Nauticus believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing results and trends. Such non-GAAP financial measures may be different from similarly titled or other non-GAAP financial measures used by other companies. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures prepared in accordance with GAAP. Reconciliations of forward-looking non-GAAP financial measures to comparable GAAP financial measures are not provided as they are not determinable without unreasonable efforts due to the inherent difficulty in forecasting and quantifying certain amounts that would be necessary for such reconciliations, which amounts could have a significant impact on the Company’s future financial results, including such non-GAAP financial measures and the comparable GAAP financial measures.