Nauticus Robotics, Inc. (NasdaqCM:KITT) entered into a definitive agreement to acquire 3D at Depth, Inc. for $38 million on October 2, 2023. Under the terms and subject to the conditions of the acquisition agreement, 3D security holders will receive approximately 9.9326 shares of Nauticus common stock for each share of 3D common stock equivalent they own, for an aggregate equity value of approximately $34 million, before purchase price adjustments. Nauticus will also assume approximately $4.1 million of debt in the transaction. Upon closing of the transaction, 3D will operate as a division of Nauticus. The boards of both companies have unanimously approved the transaction, which is subject to customary closing conditions, including the approval of Nauticus? and 3D?s respective stockholders as well as the effectiveness of a Registration Statement on Form S-4. The transaction is expected to close during the fourth quarter of 2023. Mast Capital Advisors is acting as the exclusive financial advisor to Nauticus and Winston & Strawn LLP is serving as legal counsel to Nauticus in connection with the transaction. Sparkstone Capital Advisors is acting as the exclusive financial advisor to 3D, with BoyarMiller and Hutchinson Black and Cook, LLC serving as legal counsel to 3D.

Nauticus Robotics, Inc. (NasdaqCM:KITT) cancelled the acquisition of 3D at Depth, Inc. on April 4, 2024. Parties mutually agreed to terminate the Agreement and Plan of Merger.