M&A - Nauticus Robotics, Inc.

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Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000184982025000063

Filing Summary: On March 5, 2025, Nauticus Robotics, Inc. entered into an Asset Purchase Agreement to acquire substantially all of the assets and certain specified liabilities from SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, and Remote Inspection Technologies, L.L.C. The acquisition is valued at $16 million, which includes $4 million in cash at closing, an additional $4 million to be paid by September 30, 2025, and Earn-Out Shares valued at $5.5 million, subject to performance thresholds. The agreement includes covenants restricting the Sellers from competing or soliciting customers and employees for three years post-closing. The acquisition is contingent upon customary closing conditions, including due diligence and required third-party consents. Additionally, Nauticus issued a press release announcing the transaction on the same day.

Document Link: View Document

Additional details:

Item 1 01: Asset Purchase Agreement


Total Value: $16 million


Cash Payment Closing: $4 million


Cash Payment Due: $4 million on or before September 30, 2025


Earn Out Shares Value: $5.5 million


Assumed Liabilities: $2.5 million


Max Earning Shares Percentage: 19.99%


Covenant Duration: 3 years


Press Release Date: 2025-03-05


Form Type: SCHEDULE 13G/A

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025018431

Filing Summary: On February 12, 2025, Nauticus Robotics, Inc. filed a Schedule 13G/A indicating significant ownership stakes held by various Schlumberger entities. This filing discusses the control and potential future acquisition of shares through the Merger Agreement established on December 16, 2021, which is currently being amended. Schlumberger N.V., along with its subsidiaries, holds rights for additional shares that will be realized contingent on the Common Stock hitting certain target prices by December 16, 2026. As of November 11, 2024, there are 6,407,475 shares of Common Stock outstanding.

Document Link: View Document

Additional details:

Reporting Person: Schlumberger N.V.


Reporting Person: Schlumberger B.V.


Reporting Person: Schlumberger Holdings Corporation


Reporting Person: Schlumberger Technology Corporation


Total Shares Outstanding: 6407475


Common Stock Par Value: 0.0001


Additional Shares Rights: 55033


Merger Agreement Date: 2021-12-16


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