Nauticus Robotics, Inc. (NasdaqCM:KITT) entered into definitive agreement to acquire 3D at Depth, Inc. for $38.1 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.

As of October 3, 2023, 3D at Depth reported the revenue of approximately $9.8 million for the period ended December 31, 2022. The transaction is expected to close during the fourth quarter of 2023. 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. Mast Capital Advisors acted as financial advisor. Michael Blankenship, Ed Denny, Dean Hinderliter, Jennifer Stadler, Becky Troutman, and David Odrich of Winston & Strawn LLP acted as legal advisor to Nauticus Robotics, Inc. Sparkstone Capital Advisors, LLC acted as financial advisor, Boyar & Miller and Justin C. Konrad of Hutchinson Black & Cook acted as legal advisor to 3D at Depth, Inc.