Transocean Ltd. - Sep 9, 2022 Form 3 Insider Report for Nauticus Robotics, Inc. (KITT)

Role: 10%+ Owner
Signature: /s/ Daniel Ro-Trock, Assistant Corporate Secretary
Stock symbol: KITT
Transactions as of: Sep 9, 2022
Transactions value $: $0
Form type: 3
Date filed: 9/23/2022, 05:31 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	KITT	Common Stock, par value U.S. $0.0001						11.2M	Sep 9, 2022	By Transocean Inc.	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities are owned directly by Transocean Inc., an exempted Cayman Islands company. Because Transocean Ltd. controls Transocean Inc., both Transocean Ltd. and Transocean Inc. are deemed to beneficially own the shares of common stock held directly by Transocean Inc.
F2	Consists of (i) 8,329,492 shares of Common Stock that Transocean Inc. received following completion of the business combination on September 9, 2022 pursuant to that certain Merger Agreement, dated as of December 16, 2021, as amended on January 30, 2022 and June 6, 2022, by and among CleanTech Acquisition Corp., CleanTech Merger Sub, Inc., Nauticus Robotics, Inc., and Nicolaus Radford, solely in his capacity as the stockholder representative (the "Merger Agreement"), as merger consideration, (ii) 2,080,203 additional shares of Common Stock that Transocean Inc. has the right to receive if, on or before September 9, 2027, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement, and (iii) 750,000 shares purchased by Transocean Inc. pursuant to subscription agreements that were entered into during a private placement which was consummated concurrently with the business combination.

Content

These securities are owned directly by Transocean Inc., an exempted Cayman Islands company. Because Transocean Ltd. controls Transocean Inc., both Transocean Ltd. and Transocean Inc. are deemed to beneficially own the shares of common stock held directly by Transocean Inc.

Consists of (i) 8,329,492 shares of Common Stock that Transocean Inc. received following completion of the business combination on September 9, 2022 pursuant to that certain Merger Agreement, dated as of December 16, 2021, as amended on January 30, 2022 and June 6, 2022, by and among CleanTech Acquisition Corp., CleanTech Merger Sub, Inc., Nauticus Robotics, Inc., and Nicolaus Radford, solely in his capacity as the stockholder representative (the "Merger Agreement"), as merger consideration, (ii) 2,080,203 additional shares of Common Stock that Transocean Inc. has the right to receive if, on or before September 9, 2027, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement, and (iii) 750,000 shares purchased by Transocean Inc. pursuant to subscription agreements that were entered into during a private placement which was consummated concurrently with the business combination.