What changed in this filing

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Item 9A. Controls and Procedures

2023-03-28 compared with 2022-03-29 · 282 added, 2241 removed, 21 unchanged (99% of the section changed)

Controls and Procedures

Disclosure controls and procedures are controls and other procedures

that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed

or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief

Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of disclosure controls and procedures.

Within this Annual Report on Form 10-K, we are reporting

the restatement of our balance sheet as of July 19, 2021 to correct our accounting for redeemable common shares, to record the over-allotment

liability, the accounting allocation of the proceeds from the Initial Public Offering to the Rights, and the valuation of the warrant

In light of the errors described above, we determined

that the errors represented a material weakness in our internal control over financial reported relating to our accounting for complex

financial instruments.

As required by Rules 13a-15 and 15d-15 under

the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design

and operation of our disclosure controls and procedures as of December 31, 2021.

Based upon their evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that, due to the Company’s restatement of its July 19, 2021 balance sheet and September 30,

2021 financial statements to reclassify the Company’s redeemable common stock, to record the over-allotment liability change, to

reallocate the proceeds from the Initial Public Offering, and the change in valuation of the warrant liabilities, the Company’s

disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of December

A material weakness is a

deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be

prevented or detected on a timely basis.

Management concluded that a deficiency in internal control over financial reporting existed

relating to the accounting treatment for complex financial instruments and that the failure to properly account for such instruments

constituted a material weakness as defined in the SEC regulations.

This material weakness resulted in the restatement of the

Company’s audited balance sheet as of July 19, 2021 and unaudited financial statements as of and for the period ended

September 30, 2021.

management, with the participation and supervision of our chief executive officer and our chief financial officer, have evaluated the

effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the

end of the period covered by this Annual Report on Form 10-K.

Our disclosure controls and procedures are designed to ensure that information

we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management,

including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial

Management is responsible for establishing and maintaining adequate

internal control over financial reporting at the Company.

The Company’s internal control over financial reporting is a process designed

under the supervision of the Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted

accounting principles, and includes those policies and procedures that:

● Pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

● Provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts

and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

● Provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or

procedures may deteriorate.

With the participation of the Chief Executive Officer and the Chief

Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December

31, 2022, based on the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO).

Because of the previously disclosed material

weakness in our internal control over financial reporting discussed below, our chief executive officer and chief financial officer concluded

that, as of December 31, 2022, our disclosure controls and procedures were not effective.

In light of this fact, our management, including

our chief executive officer and chief financial officer, has performed additional analyses, reconciliations, and other post-closing procedures

and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial

statements for the periods covered by and included in this Annual Report on Form 10-K fairly present, in all material respects, our financial

position, results of operations and cash flows for the periods presented in conformity with GAAP.

Previously identified material weakness.

2021, we identified a material weakness in our internal control over financial reporting, as defined in the standards established by the

Sarbanes-Oxley Act of 2002.

This material weakness related to a lack of qualified accounting and financial reporting personnel with an

appropriate level of experience and inadequate procedures for the accounting close process including obtaining information supporting

significant accounting estimates and judgments affecting the financial statements on a timely basis.

As a result, our management concluded

that a material weakness existed in our internal control over financial reporting.

A material weakness is a deficiency, or a

combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Through the year ended December 31, 2022,

we continued to implement remediation initiatives in response to the previously identified material weakness, including, but not limited

to, hiring additional experienced accounting and financial reporting personnel, as well as designing and implementing additional controls

over financial reporting, including those designed to strengthen our segregation of duties and review processes related to accounting

and financial statement presentation and disclosures.

While we believe that these efforts have improved and will continue to improve our

internal control over financial reporting, remediation of the material weakness will require validation and testing of the design and

operating effectiveness of internal controls over a sustained period of financial reporting cycles.

Our remediation activities are ongoing

and are subject to continued management review supported by ongoing design and testing of our framework of internal controls over financial

Changes in internal control over financial

There has been no change in our internal

control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting, as the circumstances described above

had not yet been identified.

Management has identified a material weakness in internal controls related to the accounting for our

complex financial instruments (including redeemable equity instruments as described above).

In light of the material weakness

identified and the resulting restatement, although we have processes to identify and appropriately apply applicable accounting

requirements, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better

evaluate and understand the nuances of the complex accounting standards that apply to our consolidated financial statements.

plans at this time include providing enhanced access to accounting literature, research materials and documents and increased

communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will

ultimately have the intended effects.

We implemented changes to our internal control over financial reporting regarding our close procedures including adding

qualified staffing to address segregation of duties concerns.

There were no other changes in our internal control over financial reporting

identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period

covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

Identified Material Weakness as of September 2022.

We identified

a material weakness in controls over the accounting for complex warrant issuances and the classification of these issued warrants.

we have processes to properly identify and evaluate the appropriate accounting technical pronouncements, other literature, and consultation

with third-party experts, we did not classify the warrants correctly.

This material weakness resulted in the failure to prevent material

errors in accounting for the warrants as equity classification when the warrants should have been classified as liabilities, and marked

to market each reporting period, resulting in restatement of our financial statements for the nine months ended September 30, 2022.

Remediation Plan.

Management and our Audit Committee are currently

reviewing and determining a plan to remediate the material weakness described above and to enhance our overall control environment.

will not consider the material weakness remediated until our enhanced control is operational for a sufficient period of time and tested,

enabling management to conclude that the enhanced controls are operating effectively.

Our remediation plan includes the implementation

of controls over the process of reviewing significant and complex contracts and agreements.

Inherent limitation on the effectiveness

of internal control.

The effectiveness of any system of internal control over financial reporting, including ours, is subject

to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures,

and the inability to eliminate misconduct completely.

Accordingly, in designing and evaluating the disclosure controls and procedures,

management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated,

can only provide reasonable, not absolute assurance of achieving the desired control objectives.

In addition, the design of disclosure

controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment

in evaluating the benefits of possible controls and procedures relative to their costs.

Moreover, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary

or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal

control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent

Disclosures Regarding Foreign Jurisdiction that Prevent

Directors, Executive Officers and Corporate Governance

The following table sets

forth information about our directors and executive officers:

Executive Officer and Director

Financial Officer

Operating Officer and Director

Technology Officer

of the Board of Directors

Bill Richardson

Chairman of the Board of Directors

is a summary of the business experience of each of our executive officers and directors

Spiro, 50, is our Chief Executive Officer and a member of our Board of Directors and has over 23 years of capital

markets experience.

Since 2010, Mr.

Spiro has served as the Chief Executive Officer of Axxcess Capital Partners, a boutique

investment banking firm he co-founded..

At Axxcess, Mr.

Spiro has closed over $1.5 billion of transactions since

He was involved in a number of transactions in the clean energy space including his role as President of Axxcess Energy

Group, investing in a business applying proprietary technology to reduce energy expenses.

Spiro was also involved in the

development of an organic, hydroponic greenhouse business producing leafy greens.

He worked with clients on several

multi-stage waste-to-energy projects that focus on transforming waste to energy to end products and services, as well as

carbon credit mitigation and monetization.

Notable public transactions that Mr.

Spiro led include

Facebank -buyside advisor in conjunction with acquisition of FUBOTV (NYSE:FUBO) and Service Finance — sellside

advisor in connection with its sale to Element Capital (TSX:ECN).

Prior to Axxcess, Mr.

Spiro was an investment banker at

Goldman Sachs where he was a Vice President in the Financial Institutions Group advising multiple clients on sellside and buyside

M&A transactions.

Prior to Goldman Sachs, Mr.

Spiro was Managing Director & National Sales Manager at GE

Commercial Finance.

He was responsible for over $4.2 billion of high-profile acquisitions across a number of GE Capital

business units.

From January 2020 through October 2020, Mr.

Spiro served on the Board of Directors of JourneyPure, LLC, a healthcare

provider focused on addiction treatment.

Spiro received his B.AS.

in Business Administration from York University in

Toronto and received his joint LLB/MBA from Osgoode Hall Law School and the Schulich School of Business in Toronto.

Richard Fitzgerald , 58,

is our Chief Financial Officer and has over 35 years of progressive finance, capital markets, and operations leadership experience

supporting both public and private companies, predominately within the life sciences industry.

Fitzgerald has a proven track

record of delivering positive results and driving shareholder value through execution of IPO’s, secondary securities’ offerings,

private venture financings and strategic M&A and partnering transactions.

Since November 2021, Mr.

Fitzgerald has served as the

Chief Financial Officer at 22 nd Century Group, Inc.

XXII), a leading agricultural biotechnology company focused on

tobacco harm reduction, reduced nicotine tobacco, and improving health and wellness through modern plant science.

Fitzgerald previously

provided financial and capital markets consulting services to several private life science companies from March 2021 through October 2021.

In March 2020, Mr.

Fitzgerald co-founded and served as the Chief Financial Officer of SIRPant Immunotherapeutics, a private immuno oncology

company, through February 2021.

From September 2020 through November 2020, Mr.

Fitzgerald served as Chief Financial Officer for Immunome,

IMNM), a novel immunology focused therapeutics company that completed its IPO and Nasdaq listing in October 2020.

October 2017 through August 2019 Mr.

Fitzgerald served as the Interim Chief Financial Officer and then Chief Financial Officer of Sesen

SESN), a late-stage clinical company advancing fusion protein therapies.

He also served as a Consulting Chief Financial

Officer for Annovis, Inc.

(NYSE:ANVS) from June 2017 through December 2017.

From October 2015 through March 2017, Mr.

Fitzgerald served

as the Chief Financial Officer of PAVmed Inc.

PAVM), where he successfully completed the company’s IPO and Nasdaq listing,

Prior to 2015, Mr.

Fitzgerald held Chief Financial Officer and senior financial positions at TechPrecision Inc.

TPCS), Nucleonics Inc.

(sold to Alnylam Pharmaceuticals Inc.

ALNY)), and Exelon Corporation (NYSE:

received his B.S.

in Business Administration and Accounting from Bucknell University.

He previously served as Co-Chair of the Biotechnology

Innovation Organization’s CFO/Tax Committee, which lobbied for capital markets and tax reforms in support of the life science industry.

Fitzgerald is a member of the American and Pennsylvania Institutes of Public Accounting and a current Board member of the Bucknell

University Alumni Association Board of Directors and serves on the Finance Committee of FORCE BLUE TEAM.ORG.

Louis Buffalino, 66,

is our Chief Operating Officer and a member of our Board of Directors and has over 30 years of experience in real estate services,

project and development services, facility services and capital markets.

Since December 2019, Mr.

Buffalino has been an Independent

Board Member for Blink Charging Company (NASDAQ:

BLNK), an owner, operator and provider of electric vehicle charging equipment and networked

electric vehicle charging services.

The business is designed to accelerate the adoption of public electric vehicle charging.

Buffalino has served as a Senior Vice President at Cushman & Wakefield’s (NYSE:

CWK) New York office where

he is instrumental in cultivating new relationships in domestic and international markets.

Before Cushman & Wakefield, Mr.

served as a Senior Vice President and First Vice President for JLL (NYSE:

JLL) and CBRE (NYSE:

CBRE) respectively.

graduated from Providence College with a B.A.

in Political Science.

Ankur Dhanuka, 34,

has been our Chief Technology Officer, since January 2021and has almost a decade of experience in the Energy sector, specifically clean

energy technologies (nuclear, solar, wind, storage, bio-mass, waste-to-energy, and electric vehicles).

Since July 2021, Mr.

served as a consultant to The World Bank.

Dhanuka is a clean energy technology and policy expert who previously workedas a research

assistant at Harvard University’s Belfer Center from July 2020 through June 2021.

His work at the Belfer Center was to identify

clean energy technologies that will facilitate deep-decarbonization in the US by 2050.

From December 2018 through April 2020, Mr.

Dhanuka served as a Harvard Graduate Fellow with the Ministry of Forests, Environment and Climate Change, a ministry of the Indian Government.

He previously leda feasibility assessment of Electric Vehicles, renewables, storage, and carbon-capture technologies to achieve 5GT+

CO 2 e emissions reduction.

From 2010 through August 2018,, Mr.

Dhanuka served as a Manager for Indian Oil Corporation Limited,

India, where he led several clean energy initiatives such as solar, wind, nuclear and energy storage.

He recently graduated with a Master’s

degree in Public Policy with a concentration in Business and Government from Harvard University’s John F.

Kennedy School of Government.

During his time at the Kennedy School, Mr.

Dhanuka served as a Summer Associate for Walmart in their Renewable Energy Origination:

Technology and Policy Innovation program in addition to advising the Government of Jharkhand, India on climate change policy and advising

the London’s Transport Department for transition to clean mobility by 2040.

Dhanuka earned his Bachelor of Engineering

(B.E.) in Electrical and Electronics Engineering from the Birla Institute of Technology, Mesra.

Najarian, 62, is the Chairman of our Board of Directors, and has 38 years of experience in the securities and futures

Najarian is the Co-Founder of Market Rebellion (previously Investitute and OptionMonster).

He has served on

the leadership team at Market Rebellion, since its founding in 2016.

Additionally he has held an active role as a paid contributor

to and broadcaster with CNBC Business Television, since 2016.

Previously, Mr.

Najarian co-founded TradeMonster, a

securities and futures brokerage as well as education and subscription businesses.

He went on to sell the brokerage portion of

TradeMonster to E*TRADE Financial Corp.

ETFC), in 2016.

Prior to TradeMonster, Mr.

Najarian owned Mercury Trading, a

market-making firm at the Chicago Board Options Exchange (CBOE), which he eventually sold to Citadel, one of the world’s

largest hedge funds.

During that time Mr.

Najarian developed the Heat Seeker algorithm, a framework used to identify unusual

activity in stock, options and futures markets.

Najarian previously worked as a trader and Partner for Letco, where he ran

spreading operations and Chicago Bears.

Governor Bill Richardson, 73,

has been the Vice Chairman of our Board of Directors since February 2021.

After his second term of governorship ended in 2011, Governor

Richardson joined the boards of Global Political Strategies (an APCO Worldwide company), the World Resources Institute, the National Council

for Science and the Environment, and was on the international advisory board for Abengoa.

Since exiting his last elected office in 2011,

Governor Richardson has focused principally on private consulting and serving on boards of directors.

He currently is an independent director

at Técnicas Reunidas where he has served on the board of directors, since 2011.

In April 2021, Governor Richardson was appointed

to the Board of Directors, as Board Chair, of D-Wave Government, Inc., a subsidiary of D-Wave Systems, Inc., a developer and provider

of quantum computing systems and services.

Governor Richardson served as a Senior Fellow at Yale’s Jackson Institute for Global

Affairs during the Fall 2018 through Spring 2019 semesters.

In 2012, he joined the advisory boards of Grow Energy and Refugees International

in addition to becoming Chairman of the Board of Directors of Car Charging Group, the largest independent owner and operator of public

electric vehicle charging stations in the United States.

Governor Bill Richardson served as governor of New Mexico from January 2003

to January 2011.

He held the position of Secretary of the United States Department of Energy from August 1998 to January 2001.

In February 1997, Governor Richardson became the United States Ambassador to the United Nations, serving until moving onto the

Department of Energy in August 1998.

He was a member of the U.S.

House of Representatives from New Mexico’s 3 rd district

from January 1983 to February 1997.

Governor Richardson graduated from Tufts University in 1970 and the Fletcher School of Law &

Diplomacy in 1971.

Governor Richardson is qualified to serve as Vice Chairman of the Board of Directors based on his political experience

within the clean energy sector.

Brendan Riley , 52,

is a member of our Board of Directors and our Senior Electric Vehicle Advisor.

Riley has over 25 years of experience in

Business Development, Sales Strategy and Operations.

Since 2016, Mr.

Riley has served asthe President, and also a board member, of GreenPower

Motor Company (NASDAQ:

GP), a company that designs, builds and sells medium and heavy duty electric vehicles such as buses and trucks.

Previously, Mr.

Riley was the North American Vice President of BYD Motors (Build Your Dreams), where he ran multiple electric vehicle

business units including the material handling, truck and the bus groups.

Riley secured the largest privately funded

electric bus contract in North America two years in a row.

Riley started his career at PTB Sales, where he worked for 15 years

and held the position of Vice President of Sales and Marketing.

is a member of our Board of Directors and has almost 30 years of experience as an engineer, lawyer and business leader working on

all sides of energy issues.

Since 2010, Ms.

Ide has served as Chief Executive Officer of Ide Energy & Strategy, where she

consults on energy, sustainability, and ESG.

Since 2017, Ms.

Ide has served on the Board of Directors and the Human Capital and Governance

Committees of NorthWestern Energy (Nasdaq:

NWE), a gas and electric utility.

Ide was appointed to the Board of Directors of Atlis

Motor Vehicles in April 2021.

Additionally, Ms.

Ide serves on the Advisory Board of 3Degrees, a Bay Area based BCorp that helps businesses

(including Duke Energy, Lyft and Microsoft) meet their climate goals.

She is also a Clean Energy Board Member for a US Department of Energy/MIT/Stanford

collaboration.

Ide was named to the Fulbright Roster of Specialists and was an invited speaker in Santiago, Chile on climate

and corporate governance to the Columbia University Global Center, the Chilean Department of Energy and corporate directors.

nonprofit board service includes the Energy Policy Institute, a DOE National Laboratory collaboration with four universities.

in Mechanical Engineering, an M.S.

in Environmental Engineering, and a J.D.

Jonas Grossman, 46 , is

a member of our Board of Directors and serves as Managing Partner and President of Chardan, where he oversees the firm’s banking

and capital markets activities.

He has broad transactional experience having led or managed more than 500 transactions, since joining

Chardan in 2003.

Grossman’s leadership, Chardan has become one of the most notable underwriters, advisors, and sponsors

of SPACs, having been in involved in 115 SPAC IPO transactions raising over $14.6 billion, serving as advisor to 29 SPAC transactions

totaling over $11.4 billion in transaction value, and having sponsored / co-sponsored 14 SPAC transactions.

Additionally, Mr.

is Chief Executive Officer of Chardan’s 11th sponsored or co-sponsored SPAC, Chardan NexTech Acquisition 2 Corp, a disruptive technology

and healthcare focused SPAC.

Grossman has also served as Chief Executive Officer of Chardan NexTech 1, a publicly filed SPAC, since

He served as President and Chief Executive Officer of Chardan Healthcare Acquisition 2 Corp.

until its merger in September

2021 with Renovacor, Inc.

He is currently a director of Renovacor.

He also served as President and Chief Executive Officer

of Chardan Healthcare Acquisition Corp.

from March 2018 until its merger in October 2019 with BiomX Ltd.

currently a director of BiomX.

Grossman was a Founder and Director of LifeSci Acquisition Corp.

from March 2020 until the close of

its business combination with Vincera Pharma, Inc.

VINC) in December 2020.

He has served as a Director to Ventoux CCM Acquisition

since December 2020.

From 2001 until 2003, Mr.

Grossman worked at Ramius Capital Group, LLC, a global multi-strategy hedge fund

where he served as Vice President and Head Trader.

Grossman holds a B.A.

in Economics from Cornell University and an M.B.A.

Stern School of Business.

He has served on the board of directors for UNICEF since December 2016.

Douglas Cole, 66,

is a member of our Board of Directors and our Senior Renewable Advisor.

Cole was previously the CEO of American Battery Technology

Company (OTCMKTS:

ABML) from August 2017 through August 2021.

As CEO, he worked with the team to create, plan, implement, and integrate

the strategic direction of the company.

He also served as Chairman of the Board, from 2017 through February 2022, to execute on initiatives,

notably the lithium-ion battery recycling and extraction technologies, and environmentally sustainable primary resource production.

He also currently serves on the Board of Directors of eWellness Healthcare Corporation (OTCMKTS:

Previously, Mr.

held various executive roles, including Chairman, Executive Vice Chairman, Chief Executive Officer and President of multiple public corporations.

During the period between 1991 and 1996 he was the CEO of HealthSoft and he also founded and operated Great Bear Technology, which acquired

Sony Image Soft and Starpress, then went public and eventually sold to GraphixZone.

Cole was honored by NEA, a leading

venture capital firm, as CEO of the year.

In 1997 he became CEO of NetAmerica until merging in 1999.

Since graduating from the university,

he has been highly active with the University of California, Berkeley, mentoring early-stage technology companies.

He obtained his

BA in Social Sciences from UC Berkeley.

Cole Doug has extensive experience in global M&A and global distributions.

his BA in Social Sciences from UC Berkeley.

following persons have agreed to act as our advisors, but they have no fiduciary obligation to us and are not obligated to provide us

with any advice or service

Weiss, 67, is one of our Senior Advisors and has over four decades of experience in the entertainment industry.

As a former consultant at Apollo Capital Management, a private equity firm, Mr.

Weiss was involved in company analyses to support

potential acquisitions and management.

Weiss had a 39-year career at Disney, his last position being President of Worldwide

Operations for Disney’s $10 Billion+/95,000 employee Walt Disney Parks and Resorts business.

He was responsible for the company’s

theme parks and resorts including the Walt Disney World Resort, Disneyland Resort, and Disneyland Resort Paris, Disney Cruise Line, Disney

Vacation Club, “Adventures by Disney”, and the line-of-business responsibility for Hong Kong Disneyland Resort

and Tokyo Disney Resort.

During his tenure as President, Mr.

Weiss directed the largest resort expansion in Walt Disney World history,

resulting in double-digit percentage revenue growth, seven consecutive years of record revenues and higher profits.

career at Disney as a teenager in cash control.

Weiss serves on the Alticor (Amway) Board of Directors and the Diamond Resorts

International Board of Directors.

He previously served on the Metro Orlando Economic Development Commission Governor’s Council,

was a National Board Member of the Sanford-Burnham Medical Research Institute and was appointed by the U.S.

Commerce Secretary as

a founding member to the Corporation for Travel Promotion Board of Directors.

Weiss earned a bachelor’s degree from the

University of Central Florida and an MBA from Rollins College.

Reicher , 64, is our Senior Climate Advisor, and has over 35 years of industry experience as an entrepreneur, policymaker,

lawyer and educator focused on clean energy and climate change.

Reicher has served three U.S.

presidents, testified before the

Congress more than 50 times, led the launch of Google’s groundbreaking climate and clean energy work, oversaw a $1.2 billion

annual clean energy R&D budget as U.S.

Assistant Secretary of Energy, and co-founded the nation’s first investment firm

focused exclusively on renewable energy project finance.

He is currently a Partner in the Climate Adaptive Infrastructure Fund, a sustainable

energy/water/transportation infrastructure investment firm and also Senior Research Scholar at Stanford University’s Woods Institute

for the Environment, a hub for interdisciplinary environmental and sustainability research.

Reicher also serves as a Board Member

of the Interstate Renewable Energy Council and American Rivers.

Reicher holds a B.A.

in biology from Dartmouth College and a

from Stanford Law School and also studied at Harvard’s Kennedy School of Government and MIT.

Sponsor has agreed with one of its members to re-nominate each of our current directors for any election of directors we hold prior

to the closing of our initial business combination, and that it will vote in favor of the election of such persons.

and Terms of Office of Officers and Directors

Our board of directors has

seven members, five of whom are deemed “independent” under SEC and Nasdaq rules.

We may not hold an annual meeting of stockholders

until after we consummate our initial business combination.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

bylaws provide that our directors may consist of a chairman of the board, and that our officers may consist of chief executive officer,

president, chief financial officer, executive vice president(s), vice president(s), secretary, treasurer and such other officers as may

be determined by the board of directors.

executive officer has received any cash compensation for services rendered to us.

Commencing on the date of the IPO through the completion

of our initial business combination with a target business, we will pay to Chardan Capital Markets, LLC, an affiliate of CleanTech Investments,

a fee of $10,000 per month for providing us with office space and certain office and secretarial services.

However, pursuant to the terms

of such agreement, we may delay payment of such monthly fee upon a determination by our audit committee that we lack sufficient funds

held outside the trust to pay actual or anticipated expenses in connection with our initial business combination.

Any such unpaid amount

will accrue without interest and be due and payable no later than the date of the consummation of our initial business combination.

compensation or fees of any kind, including finder’s fees, consulting fees and other similar fees, will be paid to our insiders

or any of the members of our management team, for services rendered prior to or in connection with the consummation of our initial business

combination (regardless of the type of transaction that it is).

However, such individuals will receive reimbursement for any out-of-pocket expenses

incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due

diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations

of prospective target businesses to examine their operations.

There is no limit on the amount of out-of-pocket expenses reimbursable

provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest

income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business

our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation

materials furnished to our stockholders.

It is unlikely the amount of such compensation will be known at the time of a stockholder meeting

held to consider our initial business combination, as it will be up to the directors of the post-combination business to determine

executive and director compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in

a Current Report on Form 8-K, as required by the SEC.

listing standards require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least three independent

directors and that a majority of our board of directors be independent.

An “independent director” is defined generally as

a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in

the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in

carrying out the responsibilities of a director.

Our Board of Directors has determined that five are “independent directors”

as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings

at which only independent directors are present.

will only enter into a business combination if it is approved by a majority of our independent directors.

Additionally, we will only

enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than

could be obtained from independent parties.

Any related party transactions must be approved by our audit committee and a majority of

disinterested directors.

Effective as of the date of

the IPO, we established an audit committee of the board of directors, which will consist of Mr.

Jonas Grossman, Mr.

Riley and Ms.

Britt Ide, each of whom is an independent director.

Grossman serves as chairman of the audit committee.

committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

● reviewing and discussing

with management and the independent auditor the annual audited consolidated financial statements, and recommending to the board

whether the audited consolidated financial statements should be included in our Form 10-K;

with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation

of our consolidated financial statements;

with management major risk assessment and risk management policies;

the independence of the independent auditor;

the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible

for reviewing the audit as required by law;

and approving all related party transactions;

and discussing with management our compliance with applicable laws and regulations;

● pre-approving all

audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the

services to be performed;

or replacing the independent auditor;

● determining

the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the

independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

● establishing

procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or

reports which raise material issues regarding our consolidated financial statements or accounting policies;

reimbursement of expenses incurred by our management team in identifying potential target businesses.

Experts on Audit Committee

audit committee will at all times be composed exclusively of “independent directors” who are “financially

literate” as defined under the Nasdaq listing standards.

The Nasdaq listing standards define “financially

literate” as being able to read and understand fundamental consolidated financial statements, including a company’s

balance sheet, income statement and cash flow statement.

addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience

in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results

in the individual’s financial sophistication.

The board of directors has determined that Mr.

Grossman qualifies as an “audit

committee financial expert,” as defined under rules and regulations of the SEC.

and Corporate Governance Committee

Effective as of the date of

the IPO, we established a nominating and corporate governance committee of the board of directors, which will consist of Mr.

Jon Najarian, each of whom is an independent director under Nasdaq’s listing standards.

Cole is the chairperson

of the nominating and corporate governance committee.

The nominating and corporate governance committee is responsible for overseeing

the selection of persons to be nominated to serve on our board of directors.

The nominating and corporate governance committee considers

persons identified by its members, management, stockholders, investment bankers and others.

for Selecting Director Nominees

guidelines for selecting nominees, which are specified in the Nominating and Corporate Governance Committee Charter, generally provide

that persons to be nominated:

have demonstrated notable or significant achievements in business, education or public service;

possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a

range of skills, diverse perspectives and backgrounds to its deliberations;

have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,

background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating

and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific

board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and

diverse mix of board members.

The nominating and corporate governance committee does not distinguish among nominees recommended by stockholders

and other persons.

Compensation Committee

Effective as of the date of

the IPO, we established a compensation committee of the board of directors consisting of Mr.

Douglas Cole and Mr.

Jon Najarian,

each of whom is an independent director.

Cole serves as chairman of the compensation committee.

We adopted a compensation committee

charter, which details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals

and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on

such evaluation;

● reviewing and approving the compensation of all of our other

executive officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation equity-based remuneration

● assisting management in complying with our proxy statement and

annual report disclosure requirements;

● approving all special perquisites, special cash payments and

other special compensation and benefit arrangements for our executive officers and employees;

● producing a report on executive compensation to be included in

our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

The charter provides that the

compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser,

and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging

or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider

the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our directors who currently

serve as members of our compensation committee is, or has at any time in the past been, one of our officers or employees.

executive officers currently serves, or in the past year has served, as a member of the compensation committee of any other entity that

has one or more executive officers serving on our board of directors.

None of our executive officers currently serves, or in the past

year has served, as a member of the board of directors of any other entity that has one or more executive officers serving on our compensation

Code of Ethics

Effective upon consummation

of the IPO, we adopted a code of ethics that applies to all of our executive officers, directors and employees.

The code of ethics codifies

the business and ethical principles that govern all aspects of our business.

Conflicts of Interest

Investors should be aware of

the following potential conflicts of interest:

● None of our officers and directors is required to commit their

full time to our affairs, and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

● In the course of their other business activities, our officers

and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well

as the other entities with which they are affiliated.

Our officers and directors may have conflicts of interest in determining to which

entity a particular business opportunity should be presented.

● Our officers and directors may in the future become affiliated

with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our

● Unless we consummate our initial business combination, our officers,

directors and other insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such

expenses exceed the amount of available proceeds not deposited in the trust account.

● The insider shares beneficially owned by our officers and directors

will be released from escrow only if our initial business combination is successfully completed.

Additionally, if we are unable to complete

an initial business combination within the required time frame, our officers and directors will not be entitled to receive any amounts

held in the trust account with respect to any of their insider shares or private warrants.

Furthermore, CleanTech Sponsor and CleanTech

Investments have agreed that the private warrants will not be sold or transferred by it until after we have completed our initial business

For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business

is an appropriate business with which to effect our initial business combination.

● We have engaged Chardan Capital Markets, LLC as an advisor in connection

with our initial business combination, pursuant to the business combination marketing agreement described under “Underwriting (Conflicts

of Interest) — Business Combination Marketing Agreement.” We will pay Chardan Capital Markets, LLC a marketing fee for

such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds

of the IPO including the proceeds from the full exercise of the over-allotment option, or $6,037,500.

As a result, Chardan Capital

Markets, LLC will not be entitled to such fee unless we consummate our initial business combination.

In general, officers and directors

of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation

● the corporation could financially undertake the opportunity;

● the opportunity is within the corporation’s line of business;

● it would not be fair to the corporation and its stockholders

for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of

multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities

meeting the above-listed criteria to multiple entities.

Furthermore, our certificate of incorporation provides that the doctrine

of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the

doctrine would conflict with any fiduciary duties or contractual obligations they may have.

In order to minimize potential conflicts of

interest which may arise from multiple affiliations, our officers and directors (other than our independent directors) have agreed to

present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target

business, until the earlier of:

(1) our consummation of an initial business combination and (2) 12 months (or up to 18 months,

as applicable) from the date of the IPO.

This agreement is, however, subject to any pre-existing fiduciary and contractual obligations

such officer or director may from time to time have to another entity.

Accordingly, if any of them becomes aware of a business combination

opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual obligations, he or she will

honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present

it to us if such entity rejects the opportunity.

We do not believe, however, that the pre-existing fiduciary duties or contractual

obligations of our officers and directors will materially undermine our ability to complete our business combination because in most cases

the affiliated companies are closely held entities controlled by the officer or director or the nature of the affiliated company’s

business is such that it is unlikely that a conflict will arise.

Furthermore, Mr.

is a director of each Ventoux CCM Acquisition Corp.

and Chardan Healthcare Acquisition 2 Corp., and an officer of Chardan Healthcare Acquisition

Ventoux CCM Acquisition Corp.

is a $172.5 million, 18-month hospitality focused special acquisition company that is

seeking a target for a business combination.

Chardan Healthcare Acquisition 2 Corp.

is a $86.2 million, 24-month healthcare

focused special purpose acquisition company that announced a business combination with Renovacor, Inc.

in March 2021.

These entities may

have priority over us in connection with potential target business identified by each of them.

These affiliations may limit the number

of potential targets these individuals present to us for purposes of completing a business combination.

The following table summarizes

the current material pre-existing fiduciary or contractual obligations of our officers and directors:

Name of Individual

Name of Affiliated Company

Entity’s Business

Axxcess Capital Partners

Investment Banking

Chief Executive Officer

Louis Buffalino

Blink Charging Company

Cushman & Wakefield

EV charging equipment

Commercial Real Estate

Chief Operating Officer

Senior Vice President

Market Rebellion

Individual Investing

Brendan Riley

GreenPower Motor Company

EV design and manufacture

President and director

Ide Energy & Strategy

Energy, sustainability, and ESG consulting

Chief Executive Officer

NorthWestern Energy

Gas and electric utility

Jonas Grossman

Chardan International Investments, LLC

Managing Member

Chardan Capital Markets, LLC

Investment bank

President, Partner and Head of Capital Markets

Pre-clinical microbiome company developing both natural and engineered phage-based therapies for acne and chronic diseases

Chardan Healthcare Acquisition 2 Corp.

Blank check company

Chief Executive Officer and President, Director

Cornix Advisors, LLC

Founding Partner

American Battery Technology Company

Battery Recycling

Chief Executive Officer

Objective Equity LLC

Investment Bank

eWellness Healthcare Corporation

Tele-medicine

Our insiders, including our

officers and directors, have agreed to vote any shares of common stock held by them in favor of our initial business combination.

they have agreed to waive their respective rights to receive any amounts held in the trust account with respect to their insider shares

if we are unable to complete our initial business combination within the required time frame.

If they purchase shares of common stock

in the IPO or in the open market, however, they would be entitled to receive their pro rata share of the amounts held in the trust account

if we are unable to complete our initial business combination within the required time frame, but have agreed not to convert such shares

in connection with the consummation of our initial business combination.

All ongoing and future transactions

between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable

to us than are available from unaffiliated third parties.

Such transactions will require prior approval by our audit committee and a majority

of our disinterested independent directors, or the members of our board who do not have an interest in the transaction, in either case

who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our

audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable

to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

To further minimize conflicts

of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers,

directors or other insiders, unless we have obtained (i) an opinion from an independent investment banking firm that the business

combination is fair to our stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and

independent directors.

In no event will our insiders or any of the members of our management team be paid any finder’s fee, consulting

fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business

combination (regardless of the type of transaction that it is).

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Securities

Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more

than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership

of our shares of common stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners

are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive

officers, directors and greater than 10% beneficial owners were filed in a timely manner during 2021.

The information required by this Item is

incorporated herein by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed with

the SEC within 120 days after the close of our fiscal year.

Executive Compensation

Employment Agreements

We have not entered into any employment agreements

with our executive officers, and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation

for services rendered to us.

No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of

our existing Stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in

order to effectuate, the consummation of a business combination.

However, such individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness

of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or

a court of competent jurisdiction if such reimbursement is challenged.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 1

The following table sets

forth information regarding the beneficial ownership of shares of our common stock as of March 29, 2022 by:

person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be the beneficial owner of

more than 5% of shares of our common stock as of March 29, 2022;

of our executive officers and directors;

of our current executive officers and directors as a group;

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially

owned by them.

The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise

of the warrants, as the warrants are not exercisable within 60 days of March 29, 2022.

Name and Address of Beneficial Owner (1)

Five Percent Holders

CleanTech Sponsor I LLC (2)

CleanTech Investments (3)

Directors and Named Executive Officers

Eli Spiro (2)

Richard Fitzgerald

Louis Buffalino

Ankur Dhanuka

Governor Bill Richardson

Brendan Riley

Jonas Grossman (3)

All Directors and Executive Officers as a Group (10 individuals)

* Less than 1%.

(1) The business address

of each of the individuals is c/o CleanTech Acquisition Corp., 207 West 25 th Street, 9 th Floor, New York,

(2) Consists of shares

of common stock owned by CleanTech Sponsor I LLC, for which Eli Spiro is the managing member.

(3) Consists of shares

of common stock owned by CleanTech Investments, for which Jonas Grossman is the managing member.

CleanTech Investments is an affiliate

of Chardan Capital Markets, LLC.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In July 2020, CleanTech Investments paid $25,000 for 5,000,000 shares

of our common stock, which we call “insider” or “founder shares”.

On February 15, 2021, we effected an 1.4375-for-1 split

of the outstanding founders shares, resulting in CleanTech Investments owning 7,187,500 shares.

On February 16, 2021, CleanTech

Sponsor paid $16,667 to us, which amount was paid to CleanTech Investments to cancel 4,791,667 of its founder shares that it previously

held and immediately thereafter we issued 4,791,667 founders shares to CleanTech Sponsor.

As a result, CleanTech Sponsor held 4,791,667

founders shares and CleanTech Investments held 2,395,833 founder shares.

On June 23, 2021, CleanTech Sponsor and CleanTech Investments

forfeited for no consideration 1,916,667 founder shares and 958,333 founder shares, respectively, which we cancelled, resulting in a decrease

in the total number of founder shares outstanding from 7,187,500 shares to 4,312,500 shares.

As a result, CleanTech Sponsor

owns 2,875,000 founder shares and CleanTech Investments owns 1,437,500 founder shares.

CleanTech Sponsor, our co-sponsor and

an affiliate of certain of our directors and officers, purchased from us an aggregate of 4,783,333 warrants, and CleanTech Investments,

our co-sponsor and an affiliate of one of our directors and Chardan Capital Markets, LLC, purchased from us an aggregate of 2,391,667

warrants, or “private warrants,” at $1.00 per private warrant for a total purchase price of $7,175,000.

Each private warrant

is exercisable for one (1) share of common stock at an exercise price of $11.50 per share.

These purchases took place on a private

placement basis simultaneously with the consummation of the IPO.

Of the $7,175,000 received from the sale of the private warrants, $3,950,000

was used for offering expenses and $1,500,000 for working capital, and the remaining funds were placed in the trust account.

not complete our initial business combination within 12 months (or up to 18 months, as applicable) from the closing of the IPO,

the proceeds from the sale of the private warrants will be included in the liquidating distribution to the holders of our public shares.

The private warrants are identical to the warrants sold as part of the public units in the IPO except that (i) each private warrant

is exercisable for one share of common stock at an exercise price of $11.50 per share, and (ii) the private warrants will be non-redeemable and

may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.

In order to meet our working capital needs, our initial stockholders,

officers and directors and their respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time,

in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced by a promissory note.

The notes would either

be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $500,000

of the notes may be converted upon consummation of our business combination into additional private warrants to purchase shares of common

stock at a conversion price of $1.00 per private warrant (which, for example, would result in the holders being issued private warrants

to purchase 500,000 shares of common stock if $500,000 of notes were so converted).

Such private warrants will be identical to the

private warrants issued at the closing of the IPO.

Our stockholders have approved the issuance of the private warrants and underlying

securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial

business combination.

If we do not complete a business combination, the loans would not be repaid.

Loans made by Chardan Capital Markets,

LLC or any of its related persons will not be convertible into private warrants and Chardan Capital Markets, LLC or any of its related

persons will have no recourse with respect to their ability to convert their loans into private warrants.

On March 1, 2021, CleanTech

Investments LLC agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the IPO pursuant to a promissory

note (the “Promissory Note”).

The Promissory Note was non-interest bearing and the outstanding balance under the Promissory

Note of $188,302 was repaid on July 23, 2021.

The promissory note is no longer available to the Company.

The holders of our insider

shares, as well as the holders of the private warrants (and all underlying securities), are entitled to registration and stockholder rights

pursuant to an agreement to be signed prior to or on the effective date of the IPO.

The holders of a majority of these securities are

entitled to make up to two demands that we register such securities.

The holders of the majority of the insider shares can elect to exercise

these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to our consummation of a business combination.

We will bear the expenses incurred in connection with the filing

of any such registration statements.

Chardan Capital Markets, LLC and its related persons may not, with respect to the private warrants

(and the shares that are issuable upon exercise of the private warrants) purchased by CleanTech Investments, (i) have more than one

demand registration right at our expense, (ii) exercise their demand registration rights more than five (5) years from the effective

date of the IPO registration statement, and (iii) exercise their “piggy-back” registration rights more than seven (7)

years from the effective date of the IPO registration statement, as long as Chardan Capital Markets, LLC or any of its related persons

are beneficial owners of private warrants.

We will reimburse our officers

and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf

such as identifying and investigating possible target businesses and business combinations.

There is no limit on the amount of out-of-pocket expenses

reimbursable by us;

provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account

and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate

an initial business combination.

Our audit committee will review and approve all reimbursements and payments made to any initial stockholder

or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit

committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

No compensation or fees of

any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial stockholders,

officers or directors who owned our shares of common stock prior to the IPO, or to any of their respective affiliates, prior to or with

respect to the business combination (regardless of the type of transaction that it is).

We entered into indemnity agreements

with each of our officers and directors.

These agreements require us to indemnify these individuals to the fullest extent permitted under

Delaware law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified to the

fullest extent permitted by applicable law and our amended and restated certificate of incorporation.

We will also pay to Chardan Capital Markets, LLC, the representative

of the underwriters in the IPO and an affiliate of one of our co-sponsors, an underwriting discount of $0.20 per unit purchased by it

in the IPO, which is $3,450,000.

We have also engaged Chardan Capital Markets, LLC as an advisor in connection with our business combination

pursuant to the Business Combination Marketing Agreement entered into in connection with the IPO.

We will pay Chardan Capital Markets,

LLC the marketing fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate,

3.5% of the gross proceeds of the IPO, including the proceeds from the full exercise of the underwriters’ over-allotment option.

As a result, Chardan Capital Markets, LLC will not be entitled to such fee unless we consummate our initial business combination.

marketing fee payable to Chardan Capital Markets, LLC upon consummation of the initial business combination is $6,037,500.

who is one of our directors, is affiliated with Chardan Capital Markets, LLC.

All ongoing and future transactions

between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable

to us than are available from unaffiliated third parties.

Such transactions, including the payment of any compensation, will require prior

approval by a majority of our disinterested independent directors or the members of our board who do not have an interest in the transaction,

in either case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction

unless our disinterested independent directors (or, if there are no independent directors, our disinterested directors) determine that

the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction

from unaffiliated third parties.

Related Party Policy

Our Code of Ethics requires

us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except

under guidelines approved by the board of directors (or the audit committee).

Related party transactions are defined as transactions in

which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our

subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater

than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred to in clauses (a) and

(b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial

owner of another entity).

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult

to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family,

receives personal benefits as a result of his or her position.

Our audit committee, pursuant

to its written charter, is responsible for reviewing and approving related party transactions to the extent we enter into such transactions.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed

by us to be no less favorable to us than are available from unaffiliated third parties.

Such transactions will require prior approval

by our audit committee and a majority of our disinterested independent directors, or the members of our board who do not have an interest

in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into

any such transaction unless our audit committee and a majority of our disinterested independent directors determine that the terms of

such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated

third parties.

Additionally, we require each of our directors and executive officers to complete a directors’ and officers’

questionnaire that elicits information about related party transactions.

These procedures are intended

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the

part of a director, employee or officer.

To further minimize potential

conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial

stockholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our stockholders

from a financial point of view.

Furthermore, in no event will any of our existing officers, directors or initial stockholders, or any

entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services

they render in order to effectuate, the consummation of a business combination.

The information required by this Item is

incorporated herein by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed with

the SEC within 120 days after the close of our fiscal year.

Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters

The information required by this Item is

incorporated herein by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed with

the SEC within 120 days after the close of our fiscal year.

Certain Relationships and Related Transactions and

Director Independence

Nasdaq listing standards require that within one

year of the listing of our securities on the Nasdaq we have at least three independent directors and that a majority of our board of directors

be independent.

For a description of the director independence, see above Part III, Item 10 – Directors, Executive Officers and

Corporate Governance.

The information required by this Item is

incorporated herein by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed with

the SEC within 120 days after the close of our fiscal year.

Principal Accountant Fees and Services

The firm of Withum Smith & Brown, or Withum, acts as our independent

registered public accounting firm.

The following is a summary of fees paid to Withum for services rendered.

year ended December 31, 2021 and for the period from June 18, 2020 (inception) through December 31, 2020, fees for our independent registered

public accounting firm were approximately $122,570 and $0, respectively, for the services Withum performed in connection with our IPO

and the audit of our December 31, 2021 consolidated financial statements included in this Annual Report on Form 10-K.

Audit-Related

For the year ended December 31, 2021 and for the period from June 18, 2020 (inception) through December 31, 2020, our

independent registered public accounting firm did not render assurance and related services related to the performance of the audit

or review of consolidated financial statements.

For the year ended December 31, 2021 and for the period from

June 18, 2020 (inception) through December 31, 2020, there were no fees billed in connection with tax compliance, tax advice and tax planning

services provided by Withum.

All Other Fees .

the year ended December 31, 2021 and for the period from June 18, 2020 (inception) through December 31, 2020, there were no fees billed

for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed

upon the consummation of our IPO.

As a result, the audit committee did not pre-approve all of the foregoing services,

although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation

of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted

non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions

for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

The information required by this Item is

incorporated herein by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed with

the SEC within 120 days after the close of our fiscal year.

Exhibits and Financial Statement Schedules

The following are filed with this report:

The consolidated financial statements listed on the Consolidated

Financial Statements’ Table of Contents

Not applicable

The following exhibits are filed with this report.

Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.

Amended and Restated Certificate of Incorporation (incorporated by

reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2021).

Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities &

Exchange Commission on July 6, 2021).

Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and

Exchange Commission on July 6, 2021).

Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities

and Exchange Commission on July 6, 2021).

Warrant Agreement, dated July 14, 2021, by and between the Company

and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange

Commission on July 21, 2021).

Rights Agreement, dated July 14, 2021, by and between the Company and

Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange

Commission on July 21, 2021).

Description of Securities.

Letter Agreements, dated July 14, 2021, by the Company’s officers

and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange

Commission on July 21, 2021).

Letter Agreements, dated July 14, 2021, by CleanTech Sponsor, LLC and

CleanTech Investments, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange

Commission on July 21, 2021).

Investment Management Trust Agreement, dated July 14, 2021, by and

between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange

Commission on July 21, 2021).

Stock Escrow Agreement, dated July 14, 2021, by and among the Company, Continental Stock Transfer

& Trust Company and each of the initial stockholders of the Company (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange

Commission on July 21, 2021).

Registration Rights Agreement, dated July 14, 2021, by and among the Company and the

initial stockholders of the Company (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the

Securities and Exchange Commission on July 21, 2021).

Indemnity Agreements, dated July 14, 2021, by and between the Company and the directors and officers

of the Company (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange

Commission on July 21, 2021)..

Subscription Agreement, dated July 14, 2021, by and between the Company, CleanTech

Sponsor, LLC and CleanTech Investments, LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with

the Securities and Exchange Commission on July 21, 2021).

Business Combination Marketing Agreement, dated July 14, 2021, by and between the Company and Chardan

Capital Markets, LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities and Exchange

Commission on July 21, 2021).

Administrative Services Agreement, dated July 14, 2021, by and between the Company and Chardan Capital

Markets, LLC (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the Securities and Exchange

Commission on July 21, 2021).

of Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities &

Exchange Commission on July 6, 2021)

Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities

& Exchange Commission on July 6, 2021).

of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with

the Securities & Exchange Commission on July 6, 2021).

of Nominating Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the

Securities & Exchange Commission on July 6, 2021)

Audited Balance Sheet as of July 19, 2021 (as restated)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Pursuant to the requirements of Section 13

or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly

CLEANTECH ACQUISITION CORP.

Dated March 29, 2022

/s/ Eli Spiro

Chief Executive Officer

Pursuant to the requirements

of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities

indicated on March 29, 2022.

/s/ Eli Spiro

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Richard Fitzgerald

Chief Financial Officer

Richard Fitzgerald

(Principal Financial and Accounting Officer)

/s/ Jon Najarian

Chairman of the Board of Directors

/s/ Bill Richardson

Vice Chairman of the Board of Directors

Bill Richardson

/s/ Louis Buffalino

Louis Buffalino

/s/ Brendan Riley

Brendan Riley

/s/ Jonas Grossman

Jonas Grossman

/s/ Douglas Cole

CLEANTECH ACQUISITION CORP.

INDEX TO CONSOLIDATED FINANCIAL

(a) The following documents are filed as part of this report:

(1) All financial statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December

31, 2021 and December 31, 2020

Consolidated Statements

of Operations for the year ended December 31, 2021 and for the period from June 18, 2020 (inception) through December 31,

Consolidated Statements

of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2021 and for the period from June 18, 2020

(inception) through December 31, 2020

Consolidated Statements

of Cash Flows for the year ended December 31, 2021 and for the period from June 18, 2020 (inception) through December 31,

Notes to Consolidated Financial

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and the Board of Directors

CleanTech Acquisition Corp.

Opinion on the Consolidated Financial

We have audited the accompanying consolidated

balance sheets of CleanTech Acquisition Corp.

(the “Company”) as of December 31, 2021 and 2020, the related consolidated statements

of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended December 31, 2021 and for the period

from June 18, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31,

2021 and for the period from June 18, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted

in the United States of America.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by July 19, 2022 then

the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation

and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management's plans

in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are

the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company's consolidated

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are

required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on

the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to

assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor since

New York, New York

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Equity (Deficit) for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

(2) Financial statement schedules

Not Applicable

(3) Exhibits required by Item 601 of Regulation S-K:

Incorporated by Reference

Merger Agreement dated as of December 16, 2021, by and among CleanTech Acquisition Corp., CleanTech Merger Sub, Inc., Nauticus Robotics, Inc., and Nicolaus Radford, as amended on January 30, 2021.

December 17, 2021

Amendment No.

1 to Underwriting Agreement dated January 27, 2023

Amended and Restated Certificate of Incorporation of CleanTech Acquisition Corp.

July 21, 2021

Amendment to the Amended and Restated Certificate of Incorporation of CleanTech Acquisition Corp.

July 19, 2022

Form of Second Amended and Restated Certificate of Incorporation of CLAQ.

August 12, 2022

Bylaws of CleanTech Acquisition Corp.

Form of Amended and Restated Bylaws of CleanTech Acquisition Corp.

August 12, 2022

Second Amended and Restated Certificate of Nauticus Robotics, Inc.

September 15, 2022

Amended and Restated Bylaws of Nauticus Robotics, Inc.

September 15, 2022

Specimen Unit Certificate of CleanTech Acquisition Corp.

Specimen Common Stock Certificate of CleanTech Acquisition Corp.

Specimen Warrant Certificate of CleanTech Acquisition Corp.

Warrant Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.

July 21, 2021

Rights Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.

July 21, 2021

Form of 5% Original Issue Discount Senior Secured DEBENTURE to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021

June 16, 2022

Form of Warrants to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021

June 16, 2022

Description of Registrant’s Securities

Letter Agreement, dated July 14, 2021, by CleanTech Acquisition Corp.’s officers and directors.

July 21, 2021

Letter Agreement, dated July 14, 2021, by CleanTech Sponsor, LLC and CleanTech Investments, LLC.

July 21, 2021

Investment Management Trust Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.

July 21, 2021

Amendment to the Investment Management Trust Agreement, dated July 19, 2022, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.

July 19, 2022

Escrow Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., Continental Stock Transfer & Trust Company and each of the initial stockholders.

July 21, 2021

Incorporated by Reference

Registration Rights Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., and the initial stockholders.

July 21, 2021

Indemnity Agreements dated July 14, 2021 by and between CleanTech Acquisition Corp.

and its directors and officers.

July 21, 2021

Subscription Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp., CleanTech Sponsor, LLC and CleanTech Investments, LLC.

July 21, 2021

Business Combination Marketing Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp.

and Chardan Capital Markets, LLC.

July 21, 2021

Administrative Services Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp.

and Chardan Capital Markets, LLC.

July 21, 2021

Financial Advisory Agreement by and between CleanTech Acquisition Corp.

and Chardan Capital Markets, LLC dated December 14, 2021.

March 31, 2022

PCAOB ID Number 100

CLEANTECH ACQUISITION CORP.

CONSOLIDATED BALANCE

Current assets:

Prepaid expenses

Total current assets

Investments held in Trust Account

$ 174,823,198

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities:

Accounts payable

Accrued expenses

Accrued expenses - related party

Franchise tax payable

Total current liabilities

Warrant liabilities

Total Liabilities

Commitments and Contingencies

Common stock subject to possible redemption, $ 0.0001 par value;

17,250,000 and 0 shares issued and outstanding at redemption value at December 31, 2021 and December 31, 2020, respectively

Stockholders’ (Deficit) Equity

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

0 shares issued and outstanding at December 31, 2021 and December 31, 2020

Common stock, $ 0.0001 par value;

200,000,000 shares authorized;

4,312,500 shares issued and outstanding (excluding 17,250,000 and 0 shares subject to possible redemption) at December 31, 2021 and December 31, 2020

Additional paid-in capital

Accumulated deficit

( 7,709,117 )

Total Stockholders’ (Deficit) Equity

( 7,708,686 )

TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIIBLE REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY

$ 174,823,198

The accompanying notes are an integral part

of these consolidated financial statements.

CLEANTECH ACQUISITION CORP.

STATEMENTS OF OPERATIONS

For the period from

(inception) through

Operating and formation costs

Franchise tax expense

Loss from operations

( 1,298,583 )

Transaction costs allocated to warrant liabilities

Net gain on investments held in Trust Account

Change in fair value of warrant liabilities

Change in fair value of over-allotment option liability

$ ( 595,442 )

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share of Common Stock

The accompanying notes are an integral part

of these consolidated financial statements.

CLEANTECH ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2021 AND THE PERIOD FROM JUNE 18, 2020

(INCEPTION) THROUGH DECEMBER 31, 2020

Additional Paid-in

Total Stockholders’ Equity

Balance at June 18, 2020 (Inception)

Sale of 4,312,500 Founder Shares

Balance at December 31, 2020

Net proceeds from Initial Public Offering allocated to Rights

Excess of cash received over fair value of private placement warrants

Change in fair value of over-allotment option liability

Accretion of Common Stock to possible redemption amount

( 8,032,039 )

( 7,337,675 )

( 15,369,714 )

Balance at December 31, 2021

$ ( 7,709,117 )

$ ( 7,708,686 )

The accompanying notes are an integral part

of these consolidated financial statements.

CLEANTECH ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CASH

For the year ended December 31,

For the period from

2020 (inception) through December 31,

Cash Flows from Operating Activities:

$ ( 595,442 )

Adjustments to reconcile net loss to net cash used in operating activities:

Transaction costs allocated to warrant liabilities

Net gain on investments held in Trust Account

Change in fair value of warrant liabilities

( 1,077,750 )

Change in fair value of over-allotment option liability

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

Accrued expenses

Accrued expenses - related party

Franchise tax payable

Net cash used in operating activities

( 1,039,814 )

Cash Flows from Investing Activities:

Investment of cash in Trust Account

( 174,225,000 )

Net cash used in investing activities

( 174,225,000 )

Cash Flows from Financing Activities:

Proceeds from promissory note - related party

Repayment of promissory note - related party

Payment to related party for cancellation of Founder Shares

Proceeds from initial public offering, net of underwriter’s discount paid

Proceeds from sale of private placement warrants

Payment of offering costs

Proceeds from sale of Founder Shares

Net cash provided by financing activities

Net change in cash

Cash - beginning of period

Cash - end of period

The accompanying notes are an integral part

of these consolidated financial statements.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

Support Agreement by and among CleanTech Acquisition Corp., CleanTech Sponsor I LLC, CleanTech Investments, LLC and Nauticus Robotics, Inc.

December 17, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS

CleanTech Acquisition Corp.

(the “Company”)

is a blank check company incorporated in Delaware on June 18, 2020.

The Company was formed for the purpose of entering into a merger,

share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities

(a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating

a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks

associated with early stage and emerging growth companies.

As of December 31, 2021, the Company had not commenced any operations.

All activity through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”),

which is described below.

The Company will not generate any operating revenues until after the completion of a Business Combination, at

the earliest.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public

The registration statement for the Company’s Initial

Public Offering was declared effective on July 14, 2021.

On July 19, 2021, the Company consummated the Initial Public Offering

of 15,000,000 units (the “Units” and, with respect to the shares of Common Stock included in the Units sold, the “Public

Shares”), at $ 10.00 per unit, generating gross proceeds of $ 150,000,000 , which is discussed in Note 3.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 4,333,333 warrants at a price of $ 1.00 per Private Placement Warrant in a private

placement to CleanTech Sponsor (the “Sponsor”), and 2,166,667 warrants (together, the “Private Placement Warrants”)

at a price of $ 1.00 per Private Placement Warrant in a private placement to CleanTech Investments, an affiliate of the Sponsor (the “Co-sponsor”),

generating gross proceeds of 6,500,000 , which is described in Note 4.

The Company granted the underwriters in the Initial

Public Offering (the “Underwriters”) a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments,

On July 28, 2021, the Underwriters exercised the over-allotment option in full and purchased an additional 2,250,000 units (the

“Over-Allotment Units”), generating gross proceeds of $ 22,500,000 .

Simultaneously with the closing of the exercise

of the over-allotment option, the Company consummated the sale of 675,000 warrants (the “Over-Allotment Warrants”) at a purchase

price of $ 1.00 per warrant in a private placement to the Sponsor, generating gross proceeds of $ 675,000 .

Following the closing of the Initial Public Offering

and the over-allotment, an amount of $ 174,225,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering

and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), and was invested only in U.S.

treasury obligations with maturities of 183 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the

Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S.

government treasury

obligations, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust

Account, as described below.

Transaction costs related to the issuances described

above amounted to $ 3,916,281 , consisting of $ 3,450,000 of underwriting fees and $ 466,281 of other costs.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

Support Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc.

and certain shareholders of Nauticus Robotics, Inc.

December 17, 2021

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants,

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete a Business Combination

with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the Trust Account

(as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time

of the agreement to enter into an initial Business Combination.

The Company will only complete a Business Combination if the post-transaction

company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company, after signing a definitive agreement

for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called

for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against

the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account

as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii)

provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the

need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust

Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable.

The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to

sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors

such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder

approval, unless a vote is required by law or under NASDAQ rules.

If the Company seeks stockholder approval, it will complete its Initial

Business Combination only if a majority of the outstanding shares of Common Stock voted are voted in favor of the Initial Business Combination.

However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001

either immediately prior to or upon consummation of the Initial Business Combination.

In such case, the Company would not proceed with

the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business

If the Company seeks stockholder approval of the

initial Business Combination and the Company does not conduct redemptions in connection with the Business Combination pursuant to the

tender offer rules, the certificate of incorporation provides that a public stockholder, individually or together with any affiliate of

such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section

13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20 % of the shares

sold in the initial public offering.

Furthermore, in order for a public stockholder to have his, her or its shares redeemed for cash in

connection with any proposed Business Combination, the Company may require that the public stockholders vote either in favor of or against

a proposed Business Combination.

If required to vote pursuant to the procedures specified in the proxy statement to stockholders relating

to the Business Combination, and a public stockholder fails to vote in favor of or against the proposed Business Combination, whether

that stockholder abstains from the vote or simply does not vote, that stockholder would not be able to have his, her or its shares of

Common Stock redeemed to cash in connection with such Business Combination.

The initial stockholders have agreed to waive

their redemption rights with respect to any shares they own in connection with the consummation of the initial Business Combination, including

their founder shares and public shares that they have purchased during or after the offering, if any.

In addition, the initial stockholders

have agreed to waive their rights to liquidating distributions with respect to its founder shares if the Company fails to consummate the

initial Business Combination within 12 months (or up to 18 months, as applicable) from the closing of the offering.

However, if the initial

stockholders acquire public shares in or after the Initial Public Offering, they will be entitled to receive liquidating distributions

with respect to such public shares if the Company fails to consummate the initial Business Combination within the required time period.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

Form of Subscription Agreement for certain investors

December 17, 2021

If the Company does not complete a business combination

within 12 months (or up to 18 months, as applicable) from the closing this offering (the “Combination Period”), the Company

will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem 100 % of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case of (ii)

and (iii) above) to the obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company

fails to complete the Business Combination within the time period.

In order to protect the amounts in the Trust Account,

the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or

products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,

reduce the amount of funds in the Trust Account to below (i) $ 10.10 per Public Share or (ii) the actual amount per Public Share held in

the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the

value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)

nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain

liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Company will seek

to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have

all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or

other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of

any kind in or to monies held in the Trust Account.

Business Combination Agreement

On December 16, 2021, the Company entered into

an Agreement and Plan of Merger, as amended on January 30, 2022 through Amendment No.

1 (the “Merger Agreement,” and together

with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”) with CleanTech

Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CleanTech (“Merger Sub”), and Nauticus Robotics,

Inc., a Texas corporation (“Nauticus”).

Pursuant to the terms of the Merger Agreement, a business combination between CleanTech

and Nauticus will be effected through the merger of Merger Sub with and into Nauticus, with Nauticus surviving the merger as a wholly

owned subsidiary of CleanTech (the “Merger”).

The Board of Directors of CleanTech (the “Board”) has unanimously

(i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby and (ii) resolved

to recommend approval of the Merger Agreement and related matters by the stockholders of CleanTech.

Preferred Stock .

Immediately prior to the

effective time of the Merger (the “Effective Time”), each share of Nauticus Preferred Stock that is issued and outstanding

immediately prior to such time shall automatically convert into shares of Nauticus Common Stock, par value $ 0.01 per share (the “Nauticus

Common Stock”), in accordance with its Certificate of Incorporation (collectively, the “Nauticus Preferred Stock Conversion”).

An aggregate of 15,062,524 shares of CLAQ Common Stock will be issued to the holders of Nauticus Preferred Stock.

Convertible Notes.

Immediately prior to

the Effective Time, each of (i) that certain Unsecured Convertible Promissory Note, dated June 19, 2021, by and between Goradia Capital,

LLC and Nauticus, as amended on December 16, 2021, (ii) that certain Unsecured Convertible Promissory Note, August 3, 2021, by and between

Material Impact Fund II, L.P.

and Nauticus, as amended on December 16, 2021, (iii) that certain Unsecured Convertible Promissory Note,

dated October 22, 2021, by and between In-Q-Tel, Inc.

and Nauticus, as amended on December 16, 2021, (iv) that certain Unsecured Convertible

Promissory Note, dated July 28, 2020, by and between Schlumberger Technology Corporation and Nauticus, as amended on December 16, 2021,

and (v) that certain Unsecured Convertible Promissory Note, dated December 7, 2020, by and between Transocean Inc.

and Nauticus, as amended

on December 16, 2021 (each, a “Nauticus Convertible Note” and collectively, the “Nauticus Convertible Notes”)

shall automatically convert into shares of Nauticus Common Stock in accordance with the terms of each such Nauticus Convertible Note (collectively,

the “Nauticus Convertible Notes Conversion”).

An aggregate of 5,299,543 shares of CLAQ Common Stock will be issued to the

holders of Nauticus Convertible Notes.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

Securities Purchase Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc.

and certain investors named therein.

December 17, 2021

Common Stock .

At the Effective Time, following

the Nauticus Preferred Stock Conversion and Nauticus Convertible Notes Conversion, each share of Nauticus Common Stock (including shares

of Nauticus Common Stock outstanding as a result of the Nauticus Preferred Stock Conversion and Nauticus Convertible Notes Conversion,

but excluding shares of the holders of which perfect rights of appraisal under Delaware law) will be converted into the right to receive

the applicable Per Share Merger Consideration (as defined below) and the Earnout Shares (as defined below).

An aggregate of 9,669,216

shares of CLAQ Common Stock will be issued to the holders of Nauticus Common Stock.

Stock Options.

At the Effective Time, each

outstanding option to purchase shares of Nauticus Common Stock (a “Nauticus Option”), whether or not then vested and exercisable,

will be assumed by CLAQ and converted automatically (and without any required action on the part of such holder of outstanding option)

into an option to purchase shares of the CLAQ’s Common Stock equal to the number of shares determined by multiplying the number

of shares of the Nauticus Common Stock subject to such Nauticus Option immediately prior to the Effective Time by the Exchange Ratio (as

defined below), which product shall be rounded down to the nearest whole number of shares, at a per share exercise price determined by

dividing the per share exercise price of such Nauticus Option immediately prior to the Effective Time by the Exchange Ratio.

purchase an aggregate of 4,055,704 shares of CLAQ Common Stock will be issued to the holders of Nauticus Options.

Earnout Shares .

Following the closing

of the merger, former holders of shares of Nauticus Common Stock (including shares received as a result of the Nauticus Preferred Stock

conversion and the Nauticus Convertible Notes conversion) shall be entitled to receive their pro rata share of up to 7,500,000 additional

shares of CleanTech Common Stock (the “Earnout Shares”) if, within a 5-year period following the signing date of the Merger

Agreement, the closing share price of the CleanTech Common Stock equals or exceeds any of three thresholds over any 20 trading days within

a 30-day trading period (each, a “Triggering Event”).

It is anticipated that upon completion of the Business Combination,

CLAQ’s public stockholders (other than the PIPE Investment investors) would retain an ownership interest of approximately 28.5%

in the Combined Company, the PIPE Investment investors will own approximately 5.6% of the Combined Company (such that the public stockholders,

including the PIPE Investment investors, would own approximately 34.1% of the Combined Company), the Co-Sponsors, officers, directors

and other holders of founder shares will retain an ownership interest of approximately 6.8% of the Combined Company and the Nauticus stockholders

will own approximately 59.1% (including the 7,500,000 Earnout Shares) of the Combined Company.

The ownership percentage with respect to

the Combined Company does not take into account (i) the redemption of any shares by the CLAQ’s public stockholders or (ii) the issuance

of any additional shares upon the closing of the Business Combination under the 2015 Equity Incentive Plan.

If the actual facts are different

from these assumptions (which they are likely to be), the percentage ownership retained by the CLAQ stockholders will be different.

The Merger Agreement contains customary

representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, good standing

and qualification, (b) capital structure, (c) authorization to enter into the Merger Agreement, (d) compliance with laws and

permits, (e) taxes, (f) consolidated financial statements and internal controls, (g) real and personal property, (h) material

contracts, (i) environmental matters, (j) absence of changes, (k) employee matters, (l) litigation, and (m) brokers and finders.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

Agreement among CleanTech Acquisition Corp., Nauticus Robotics, Inc.

and ATW Partners Opportunities Management, LLC dated January 31, 2022

March 31, 2022

Letter Agreement between ATW Special Situations I LLC and Material Impact Fund II, L.P.

dated December 15, 2021

Letter Agreement between ATW Special Situations I and The 2022 SLS Family Irrevocable Trust dated September 9, 2022

September 15, 2022

Form of Nauticus Robotics, Inc.

Stockholder Lock-up Agreement (included as Exhibit H-1 to Exhibit 2.1 hereto)

December 17, 2021

The Merger Agreement includes customary covenants

of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions

to consummation of the Merger.

The Merger Agreement also contains additional covenants of the parties, including, among others, covenants

providing for CleanTech and Nauticus to use reasonable best efforts to cooperate in the preparation of the Registration Statement and

Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain

all requisite approvals of their respective stockholders including, in the case of CleanTech, approvals of the restated certificate of

incorporation, the share issuance under Nasdaq rules and the omnibus incentive plan.

CleanTech has also agreed to include in the Proxy

Statement the recommendation of its board that stockholders approve all of the proposals to be presented at the special meeting.

CleanTech has agreed to approve and adopt a 2022

omnibus incentive plan (the “Incentive Plan”) to be effective as of the closing and in a form mutually acceptable to CleanTech

and Nauticus.

The Incentive Plan shall provide for an initial aggregate share reserve equal to 5 % of the number of shares of CleanTech

Common Stock on a fully diluted basis at the closing.

Subject to approval of the Incentive Plan by CleanTech’s stockholders, CleanTech

has agreed to file a Form S-8 Registration Statement with the SEC following the Effective Time with respect to the shares of CleanTech

Common Stock issuable under the Incentive Plan.

Each of CleanTech and Nauticus has agreed that

from the date of the Merger Agreement to the Effective Time or, if earlier, the valid termination of the Merger Agreement in accordance

with its terms, it will not initiate any negotiations with any party, or provide non-public information or data concerning it or its subsidiaries

to any party relating to an Acquisition Proposal or Alternative Transaction (as such terms are defined in the Merger Agreement) or enter

into any agreement relating to such a proposal.

Each of CleanTech and Nauticus has also agreed to use its reasonable best efforts to prevent

any of its representatives from doing the same.

The consummation of the Merger is conditioned

upon, among other things, (i) receipt of the CleanTech stockholder approval and Nauticus stockholder approval, (ii) the expiration or

termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any

governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions, (iv) the effectiveness

of the Registration Statement under the Securities Act, (v) CleanTech having at least $ 5,000,001 of net tangible assets (as determined

in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (vi) solely

with respect to CleanTech, (A) the representations and warranties of Nauticus being true and correct to applicable standards applicable

and each of the covenants of Nauticus having been performed or complied with in all material respects and (B) the approval of the conversion

of the convertible notes and (vii) solely with respect to Nauticus, (A) the representations and warranties of CleanTech being true and

correct to applicable standards applicable and each of the covenants of CleanTech having been performed or complied with in all material

respects (B) the receipt of the approval for listing by Nasdaq of the shares of CleanTech Common Stock to be issued in connection with

the transactions contemplated by the Merger Agreement, (C) the effective resignations of certain directors and executive officers of CleanTech,

(D) the amount of Minimum Cash Condition (as defined in the Merger Agreement) being equal to or exceeding $ 50,000,000 .

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

Form of Lock-up Agreement for certain holders of Nauticus Robotics, Inc.

(f/k/a CleanTech Acquisition Corp.) (included as Exhibit H-2 to the Exhibit 2.1 hereto)

December 17, 2021

Other Agreements

The Business Combination Agreement contemplates

the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:

Support Agreements

In connection with the execution of the Merger

Agreement, CleanTech Sponsor I LLC and CleanTech Investments, LLC (each, a “Sponsor,” and collectively, the “Co-Sponsors”)

entered into a support agreement (the “Sponsor Support Agreement”) with Nauticus pursuant to which the Sponsors have agreed

to vote all shares of CleanTech Common Stock beneficially owned by them in favor of the Merger.

In addition, in connection with the execution of the Merger Agreement,

certain stockholders of Nauticus owning approximately 88.8 % of the voting power of Nauticus entered into a support agreement (the “Nauticus

Support Agreement”) with CleanTech and Nauticus pursuant to which the stockholders agreed to vote all shares of Nauticus beneficially

owned by them in favor of the Merger.

Subscription Agreements

In connection with the execution of the Merger

Agreement, CleanTech entered into subscription agreements (collectively, the “Subscription Agreements”) with certain parties

subscribing for shares of CleanTech Common Stock (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase,

and CleanTech has agreed to sell to the Subscribers, an aggregate of 3,530,000 shares of CleanTech Common Stock, for a purchase price

of $ 10.00 per share and an aggregate purchase price of $ 35.3 million.

The obligations to consummate the transactions contemplated by the

Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions

contemplated by the Merger Agreement.

Securities Purchase Agreement

In connection with the execution of the Merger

Agreement, CleanTech and Nauticus entered into Securities Purchase Agreement with certain investors purchasing up to an aggregate of $ 40,000,000

in principal amount of secured debentures (the “Debentures”) and warrants (the “Warrants”) equal to 100 % of the

aggregate issued amount of the Debentures divided by the then conversion price, with an exercise price equal to $ 20 per share of Common

Stock, subject to adjustment (“Debt Financing”).

The obligations to consummate the transactions contemplated by the Securities

Purchase Agreement are conditioned upon, among other things, customary closing conditions and all conditions precedent to the Merger set

forth in the Merger Agreement shall have been satisfied or waived.

Amended and Restated Registration Rights Agreement

In connection with the Closing, Nauticus, CleanTech

and certain stockholders of each of Nauticus and CleanTech who will receive shares of CleanTech Common Stock pursuant to the Merger Agreement,

will enter into an amended and restated registration rights agreement (“Registration Rights Agreement”) mutually agreeable

to CleanTech and Nauticus, which will become effective upon the consummation of the Merger.

Lock-up Agreement and Arrangements

In connection with the Closing, the Sponsors and

certain Nauticus stockholders will enter into a lock-up agreement (the “Sponsor Lock-Up Agreement” and “Company Stockholder

Lock-up Agreement) with Nauticus and CleanTech, pursuant to which each will agree, subject to certain customary exceptions, not to:

(i) offer, sell, contract to sell, pledge or otherwise

dispose of, directly or indirectly, any shares of CleanTech Common Stock received as merger consideration and held by it immediately after

the Effective Time (the “Lock-Up Shares”), or enter into a transaction that would have the same effect;

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

Form of Amended and Restated Registration Rights Agreement by and among CleanTech Acquisition Corp., Nauticus and certain stockholders.

December 17, 2021

(ii) enter into transaction that would have the

same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences

of ownership of any of such shares, whether any of these transactions are to be settled by delivery of such shares, in cash or otherwise;

(iii) publicly disclose the intention to make

any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any “Short

Sales” (as defined in the Sponsor Lock-Up Agreement and Company Stockholder Lock-up Agreement) with respect to any security of

during a “Lock-Up Period” under their respective agreements.

Under the Sponsor Lock-up Agreement, the Lock-Up period means the period

commencing on the Closing Date and ending on the earlier of (x) the one year anniversary of the Closing Date;

(y) the date on which the

volume weighted average price of shares of Common Stock equals or exceeds $ 13.00 per share for twenty (20) of any thirty (30) consecutive

trading days commencing after the Closing on Nasdaq, and (z) the date specified in a written waiver duly executed by Nauticus;

that the restrictions set forth in the Sponsor Lock-up Agreement do not apply to (1) transfers or distributions to such stockholder’s

current or former general or limited partners, managers or members, stockholders, other equity holders or direct or indirect affiliates

(within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing;

(2) transfers

by bona fide gift to a member of the stockholder’s immediate family or to a trust, the beneficiary of which is the stockholder or

a member of the stockholder’s immediate family for estate planning purposes;

(3) by virtue of the laws of descent and distribution

upon death of the stockholder;

or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be

bound by the terms of the Sponsor Lock-up Agreement.

Under the Company Lock-up Agreement, the Lock-Up

period means the period commencing on the Closing Date and ending on the earlier of (x) the date that is 180 calendar days after the consummation

of the Business Combination, (y) the date on which the volume weighted average price of shares of Common Stock equals or exceeds $ 13.00

per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on Nasdaq, and (z) the date specified

in a written waiver duly executed by the Sponsors and CleanTech;

provided that the restrictions set forth in the Company Lock-up Agreement

do not apply to (1) transfers or distributions to such stockholders current or former general or limited partners, managers or members,

stockholders, other equityholders or other direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933,

as amended) or to the estates of any of the foregoing;

(2) transfers by bona fide gift to a member of the stockholder’s immediate

family or to a trust, the beneficiary of which is the stockholder or a member of the stockholder’s immediate family for estate planning

(3) by virtue of the laws of descent and distribution upon death of the stockholder;

(4) pursuant to a qualified domestic relations

order, in each case where such transferee agrees to be bound by the terms of this Agreement;

(5) transfers or distributions of, or other

transactions involving, securities other than the Lock-up Shares (including, without limitation, securities acquired in the PIPE or in

open market transactions);

or (6) in the case of Angela Berka (or Reginald Berka with respect to any community, marital or similar interest

he may have in the following shares), the transfer of up to 1,000,000 shares of Lock-up Shares in a privately negotiated sale to another

company stockholder, who shall enter into a Lock-Up Agreement (or amend an existing Lock-Up Agreement) containing the same terms and conditions

as this Agreement with respect to such shares, or the entry into any agreement with respect to such a sale entered into before, at or

after the Effective Time.

Director Nomination Agreement

In connection with the Closing, CleanTech, the

Sponsors and Nauticus will enter into a Director Nomination Agreement (the “Director Nomination Agreement”) pursuant to which

CleanTech will agree to nominate an individual designated by the Sponsors to the Board of Directors of the combined company, effective

as of immediately prior to the Closing.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

Form of Director Nomination Agreement.

December 17, 2021

Director Designation Agreement

In connection with the execution of the Merger

Agreement, CleanTech, Nauticus and certain Nauticus stockholders entered into a director designation agreement with Transocean, Inc.

(“Transocean”)

to take all necessary action to cause a member designated by Transocean (the “Transocean Designee”) to remain on, or otherwise

be appointed to, the Board, from and after the effective time of the Merger, as a Class III member of the Board, for an initial term expiring

at the third annual meeting following the date of the Second Amended and Restated Certificate of Incorporation to be adopted in connection

with the Merger.

Indemnification Agreements

In connection with the Closing, CleanTech has

agreed to enter into customary indemnification agreements, in form and substance reasonably acceptable to CleanTech and Nauticus, with

the individuals who will be nominated and, subject to stockholder approval, elected to CleanTech’s board of directors effective

as of the Closing.

Going Concern Consideration

As of December 31, 2021, the Company had

$ 518,905 in cash held outside of the Trust Account and working capital of $ 259,136 .

As a result of the above, in connection with the Company’s

assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting

Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going

Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial

doubt about the Company’s ability to continue as a going concern through July 19, 2022, the scheduled liquidation date of the Company

if it does not complete a Business Combination prior to such date.

Management plans to address this uncertainty through the Business Combination

as discussed above.

There is no assurance that the Company's plans to consummate the Business Combination will be successful or successful

within the Combination Period.

These consolidated financial statements do not include any adjustments relating to the recovery of the

recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Principles of Consolidation

The accompanying consolidated financial statements

include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany balances and transactions have been

eliminated in consolidation.

Risks and Uncertainties

Management continues to evaluate the impact

of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative

effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact

is not readily determinable as of the date of these consolidated financial statements.

The consolidated financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial

statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America

(“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and

proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

December 17, 2021

Use of Estimates

The preparation of consolidated financial

statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated

financial statements and the reported amounts of expenses during the reporting periods.

Making estimates requires management to

exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set

of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its

estimate, could change in the near term due to one or more future confirming events.

One of the more significant accounting

estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities.

Accordingly, the actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents

as of December 31, 2021 and 2020.

Investments Held in Trust Account

At December 31, 2021, the assets held in

the Trust Account were held in money market funds, which are invested in U.S.

Treasury securities.

Trading securities are presented on

the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these

securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying consolidated statements of

Interest and dividend income on these securities is included in net gain on investments held in Trust Account in the accompanying

consolidated statements of operations.

Stock Subject to Possible Redemption

The Company accounts for its Common Stock subject

to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity .

Common Stock subject

to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

Conditionally redeemable Common

Stock (including Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption

upon occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, Common

Stock are classified as shareholders’ equity.

The Company’s Common Stock feature certain redemption rights that are considered to be outside

of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2021, 17,250,000 Common

Stock subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from the initial book value to

redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

The Company recognizes changes in redemption value

immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting

This method would view the end of the reporting period as if it were also the redemption date for the security.

Increases or decreases

in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

As of December 31, 2021, the Common Stock

reflected in the balance sheet is reconciled in the following table:

Gross proceeds

$ 172,500,000

Proceeds allocated to Public Warrants

( 6,037,500 )

Proceeds allocated to Public Rights

( 3,934,879 )

Issuance costs allocated to common stock

( 3,672,335 )

Accretion of carrying value to redemption value

Common stock subject to possible redemption

$ 174,225,000

Offering Costs associated with the Initial

Public Offering

The Company complies with the requirements of

ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering .

Offering costs consist principally of professional

and registration fees incurred through the balance sheet date that are related to the Initial Public Offering.

Offering costs directly

attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

Offering costs for

equity contracts that are classified as assets and liabilities are expensed immediately.

The Company incurred offering costs amounting

to $ 3,916,281 as a result of the Initial Public Offering (consisting of a $ 3,450,000 underwriting discount and $ 466,281 of other offering

The Company recorded $ 3,672,335 of offering costs as a reduction of equity in connection with the redeemable Common Stock included

in the Units.

The Company recorded $ 88,910 of offering costs as a reduction of permanent equity in connection with the Rights classified

as equity instruments.

The Company immediately expensed $ 155,037 of offering costs in connection with the Public Warrants and Private

Placement Warrants that were classified as liabilities.

Derivative Warrant Liabilities

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition

of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including

whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification.

This assessment,

which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period

end date while the warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the

time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required

to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

For the initial valuation,

the Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants, and the publicly-traded value for

the subsequent valuation of the Public Warrants.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain

or loss on the consolidated statements of operations.

The fair value of the Private Placement Warrants was estimated using a Black-Scholes

Option Pricing Model (see Note 10).

The subsequent measurement of the Public Warrants as of December 31, 2021 is classified as Level 1,

as such, an observable market quote in an active market under the ticker CLAQW was used.

The Company evaluates its financial instruments

to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic

815, Derivatives and Hedging .

For derivative financial instruments that are accounted for as liabilities, the derivative instrument

is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value

reported in the consolidated statements of operations.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified

in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required

within 12 months of the balance sheet date.

The Company complies with the accounting and reporting requirements

of ASC Topic 740, Income Taxes , which requires an asset and liability approach to financial accounting and reporting for income

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets

and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods

in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

ASC 740 prescribes a recognition threshold and

a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and December 31, 2020.

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Company is subject to income tax examinations by major taxing authorities since inception.

The Company has no expectation of a change

in the above for a period of time within one year after the date that the consolidated financial statements are issued.

Net Loss Per Share of Common Stock

Net loss per share of Common Stock is computed

by dividing net earnings by the weighted-average number of shares of Common Stock outstanding during the period (for all periods during

which these shares were subject to forfeiture, the calculation of weighted average shares outstanding excludes an aggregate of 562,500

shares of Common Stock held by the Sponsor that were subject to forfeiture to the extent that the underwriter’s over-allotment was not

exercised in full).

The Company has not considered the effect of the Warrants sold in the Initial Public Offering and private placement

to purchase an aggregate of 15,800,000 shares in the calculation of diluted income per share, since the exercise of the Warrants are contingent

upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive.

The following table reflects the calculation of

basic and diluted net loss per share of Common Stock (in dollars, except per share amounts):

For the year ended December 31,

For the period from

2020 (inception) through December 31,

Basic and diluted net loss per share:

$ ( 595,442 )

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share of Common Stock

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal

Depository Insurance Corporation coverage limit of $ 250,000 .

The Company has not experienced losses on these accounts and management believes

the Company is not exposed to significant risks on such account.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

Fair Value of Financial Instruments

The Company applies ASC Topic 820, Fair Value

Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value

within that framework.

ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to

transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants

on the measurement date.

The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable

inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions that market participants

would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting

Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the

assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information

available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid

expenses and accrued offering costs approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices

listed on active market exchanges.

Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets

for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined

using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs,

such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable

inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Recent Accounting Standards

In August 2020, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with

Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic

815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current

models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the

derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in

an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if

converted method for all convertible instruments.

ASU 2020-06 is effective for the Company on January 1, 2024 and should be applied

on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company adopted ASU

2020-06 effective January 1, 2021 using the modified retrospective method of transition.

The adoption of ASU 2020-06 did not have a

material impact on the consolidated financial statements for the fiscal year ended December 31, 2021.

Management does not believe that any other

recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the

Company’s consolidated financial statements.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering which

was consummated on July 19, 2021, the Company sold 15,000,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of

one share of the Company’s Common Stock, $0.0001 par value, one right entitling the holder thereof to receive one-twentieth (1/20) of

one share Common Stock upon the consummation of an initial business combination (the “Rights”), and one-half of one redeemable

warrant (“Redeemable Warrant”).

Each whole Redeemable Warrant is exercisable to purchase one share of Common Stock and only

whole warrants are exercisable.

No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.

The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12

months from the closing of the Initial Public Offering.

Each whole Redeemable Warrant entitles the holder to purchase one share of Common

Stock at an exercise price of $11.50 (see Note 7).

On July 26, 2021, the underwriters fully exercised

the over-allotment option and purchased an additional 2,250,000 Units (the “Over-Allotment Units”), generating gross proceeds

of $ 22,500,000 on July 28, 2021.

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

Public Offering, the Sponsor and Co-Sponsor purchased an aggregate of 6,500,000 Private Warrants at a price of $ 1.00 per Private Placement

Warrant ($ 6,500,000 in the aggregate).

Each Private Placement Warrant is exercisable to purchase one share of Common Stock at a price

of $ 11.50 per share.

Simultaneously with the sale of Over-Allotment Units, the Company consummated a private sale of an additional 675,000

Private Warrants at a purchase price of $ 1.00 per Private Warrant, generating gross proceeds of $ 675,000 .

The proceeds from the sale of

the Private Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not

complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund

the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

Founder Shares

In July 2020, the Sponsor was issued 5,000,000

shares of Common Stock (the “Founder Shares”) for an aggregate price of $ 25,000 .

In February 2021, the Company effected a

4375-for-1 stock split of its issued and outstanding shares of Common Stock, resulting in an aggregate of 4,312,500 Founder Shares issued

and outstanding.

The Founder Shares include an aggregate of up to 562,500 shares of Common Stock subject to forfeiture by the Sponsor

to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on

an as-converted basis, 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

On February 16, 2021, CleanTech Sponsor paid $16,667

to the Company, which amount was paid to CleanTech Investments LLC to cancel 4,791,667 of its Founder Shares that it previously held and

immediately thereafter the Company issued 4,791,667 Founders Shares to CleanTech Sponsor.

As a result, CleanTech Sponsor owns 4,791,667

Founders Shares and CleanTech Investments LLC owns 2,395,833 Founder Shares.

CleanTech Sponsor and CleanTech Investments LLC will both

participate in the purchase of the Private Warrants based their pro rata ownership of Founder Shares.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

In June 2021, CleanTech Sponsor and CleanTech

Investments forfeited for no consideration 1,916,667 founder shares and 958,333 founder shares, respectively, which the Company cancelled,

resulting in a decrease in the total number of founder shares outstanding from 7,187,500 shares to 4,312,500 shares.

As a result, CleanTech

Sponsor owns 2,875,000 founder shares and CleanTech Investments owns 1,437,500 founder shares.

The founder shares include an aggregate

of up to 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in

full or in part.

All share and per-share amounts have been retroactively restated to reflect the share forfeiture.

The underwriter exercised the over-allotment option

on in full July 28, 2021;

thus, no Founders Shares are subject to forfeiture.

Administrative Services Agreement

The Company entered into an agreement, commencing on the July 14, 2021,

to pay Chardan Capital Markets, LLC up to $ 10,000 per month for office space, administrative and support services.

The total amounts of

administrative service fees incurred and outstanding for the year ended December 31, 2021 were $ 53,333 .

Upon completion of the Business

Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Promissory Note - Related Party

On March 1, 2021, the Company issued an unsecured

promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow an aggregate of up to $ 250,000

to cover expenses related to the Initial Public Offering.

The Promissory Note was non-interest bearing and is payable on the earlier of

Promptly after the date on which the Maker consummates an initial public offering of its securities or (ii) the completion of the Initial

Public Offering.

The outstanding balance under the Promissory Note of $ 188,302 was repaid on July 23, 2021.

The promissory note is no

longer available to the Company.

Related Party Loans

In addition, in order to finance transaction costs

in connection with an intended initial Business Combination, the Company’s Sponsor, Co-Sponsor, or an affiliate of the Sponsor or the

officers and directors may, but are not obligated to, loan the Company funds as may be required.

If the Company consummates the initial

Business Combination, it would repay such loaned amounts.

The notes would either be paid upon consummation of the Company’s initial Business

Combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of

the Business Combination into additional private warrants to purchase shares of Common Stock at a conversion price of $1.00 per private

warrant (which, for example, would result in the holders being issued private warrants to purchase 500,000 shares of Common Stock if $500,000

of notes were so converted).

Such private warrants will be identical to the private warrants to be issued at the closing of the initial

public offering.

Loans made by Chardan Capital Markets, LLC or any of its related persons will not be convertible into private warrants,

and Chardan Capital Markets, LLC and its related persons will have no recourse with respect to their ability to convert their loans into

private warrants.

As of December 31, 2021 and December 31, 2020, there were no borrowings under these loans.

Related Party Extension Loans

The Company may extend the period of time to consummate

a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination).

In order to extend the time available for the Company to consummate a Business Combination, without the need for a separate stockholder

vote, is for the Company’s initial stockholders or their affiliates or designees, upon five days’ advance notice prior to

the application deadline, to deposit into the trust account $ 1,500,000 or $ 1,725,000 if the underwriters’ over-allotment option

is exercised in full ($ 0.10 per public share, or an aggregate of $ 3,000,000 (or $ 3,450,000 if the over-allotment option is exercised in

full) if extended for each of the full three months), on or prior to the date of the application deadline.

In the event that the stockholders,

or affiliates or designees, elect to extend the time to complete the Company’s initial business combination and deposit the applicable

amount of money into trust, the initial stockholders will receive a non-interest bearing, unsecured promissory note equal to the amount

of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are funds

available outside the trust account to do so.

Such note would be paid upon consummation of the Company’s initial Business Combination.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

Registration and Stockholder Rights Agreement

Pursuit to a registration rights agreement entered

into on July 14, 2021, the holders of insider shares issued and outstanding, as well as the holders of the private warrants (and all underlying

securities), will be entitled to registration and stockholder rights pursuant to an agreement to be signed prior to or on the effective

date of the initial public offering.

The holders of a majority of these securities are entitled to make up to two demands that the Company

registers such securities.

The holders of the majority of the insider shares can elect to exercise these registration rights at any time

commencing three months prior to the date on which these shares of Common Stock are to be released from escrow.

In addition, the holders

have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation

of a Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter’s Agreement

The Company granted the underwriter a 45-day option

to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts

and commissions.

On July 28, 2021, the Underwriters exercised the over-allotment option in full and purchased an additional 2,250,000

Units for an aggregate purchase price of $ 22,500,000 .

In connection with the closing of the Initial

Public Offering and subsequent exercise of the over-allotment option, the underwriter was paid a cash underwriting fee of $ 0.20 per Unit,

or $ 3,450,000 in the aggregate.

Business Combination Marketing Agreement

The Company engaged Chardan Capital Markets, LLC as an advisor in connection

with the initial Business Combination to assist the Company in holding meetings with the stockholders to discuss the potential Business

Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing

the securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business

Combination and assist the Company with press releases and public filings in connection with the Business Combination.

The Company will

pay Chardan Capital Markets, LLC a marketing fee for such services upon the consummation of the initial Business Combination in an amount

equal to, in the aggregate, 3.5 % of the gross proceeds of the initial public offering, including any proceeds from the full or partial

exercise of the underwriters’ over-allotment option.

As a result, Chardan Capital Markets, LLC will not be entitled to such fee

unless the Company consummates the initial Business Combination.

A copy of the form of Business Combination marketing agreement has been

filed as an exhibit to the registration statement of which the Company’s prospectus forms a part.

As of December 31, 2021 and December 31,

2020, there were 15,800,000 (including 8,625,000 Public Warrants and 7,175,000 Private Placement Warrants) and no warrants outstanding,

respectively.

Each whole public warrant entitles the registered

holder to purchase one share of Common Stock at a price of $ 11.50 per whole share, subject to adjustment as described below, at any time

commencing on the later of one year after the closing of the initial public offering or the consummation of an initial Business Combination.

However, no public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering

the shares of Common Stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Common Stock.

Notwithstanding

the foregoing, if a registration statement covering the shares of Common Stock issuable upon exercise of the public warrants is not effective

within 120 days from the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants

on a cashless basis pursuant to an available exemption from registration under the Securities Act.

The warrants will expire five years

from the closing of the initial Business Combination at 5:00 p.m., New York City time.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

The private warrants will be identical to the

public warrants underlying the units being offered by the Company’s prospectus except that (i) each private warrant is exercisable for

one share of Common Stock at an exercise price of $11.50 per share, and (ii) such private warrants will be exercisable for cash (even

if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective) or on a cashless

basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers

or their affiliates.

The private warrants purchased by CleanTech Investments will not be exercisable more than five years from the effective

date of the registration statement, of which the Company’s prospectus forms a part, in accordance with FINRA Rule 5110(g)(8), as long

as Chardan Capital Markets, LLC or any of its related persons beneficially own these private warrants.

The Company may call the outstanding warrants for redemption (excluding

the private warrants but including any warrants already issued upon exercise of the unit purchase option), in whole and not in part, at

a price of $0.01 per warrant:

any time while the warrants are exercisable,

not less than 30 days’ prior written notice of redemption to each warrant holder,

● if, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $16.50 per

share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant

● if, and only if, there is a current registration statement in effect with respect to the shares of Common

Stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each

day thereafter until the date of redemption.

The right to exercise will be forfeited unless

the warrants are exercised prior to the date specified in the notice of redemption.

On and after the redemption date, a record holder

of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such

If the Company calls the warrants for redemption

as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a

“cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of

shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the

warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair

market value.

The “fair market value” shall mean the average reported last sale price of the Company’s Common Stock for the

10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Whether the Company will exercise the option to require all holders to exercise their warrants on a “cashless basis” will

depend on a variety of factors including the price of the common shares at the time the warrants are called for redemption, the Company’s

cash needs at such time and concerns regarding dilutive share issuances.

The exercise price and number of shares of Common

Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary

dividend or the Company’s recapitalization, reorganization, merger or consolidation.

In addition, if the Company issues additional shares

of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination

at a newly issued price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined

in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates,

without taking into account any founder shares or private warrants held by them, as applicable, prior to such issuance), the exercise

price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price and the $16.50 per share redemption

trigger price described below under will be adjusted (to the nearest cent) to be equal to 165% of the market value (the volume weighted

average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the consummation of an

initial Business Combination).

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

The warrants may be exercised upon surrender of

the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse

side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or

official bank check payable to us, for the number of warrants being exercised.

The warrant holders do not have the rights or privileges

of holders of shares of Common Stock and any voting rights until they exercise their warrants and receive shares of Common Stock.

the issuance of shares of Common Stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of

record on all matters to be voted on by stockholders.

Except as described above, no public warrants

will be exercisable for cash, and the Company will not be obligated to issue shares of Common Stock unless at the time a holder seeks

to exercise such warrant, a prospectus relating to the shares of Common Stock issuable upon exercise of the warrants is current and the

shares of Common Stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of

the holder of the warrants.

Under the terms of the warrant agreement, the Company has agreed to use best efforts to meet these conditions

and to maintain a current prospectus relating to the shares of Common Stock issuable upon exercise of the warrants until the expiration

of the warrants.

However, the Company cannot assure you that it will be able to do so and, if the Company does not maintain a current

prospectus relating to the shares of Common Stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants,

and the Company will not be required to settle any such warrant exercise.

If the prospectus relating to the shares of Common Stock issuable

upon the exercise of the warrants is not current or if the Common Stock is not qualified or exempt from qualification in the jurisdictions

in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise,

the warrants may have no value, the market for the warrants may be limited, and the warrants may expire worthless.

No fractional shares will be issued upon exercise

of the warrants.

If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company

will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the warrant holder.

The Company accounts for the 15,800,000 warrants

issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40.

Such guidance provides

that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The accounting treatment of derivative financial

instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public

The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value.

liabilities are subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability will be adjusted

to its current fair value, with the change in fair value recognized in the Company’s statement of operations.

The Company will reassess

the classification at each balance sheet date.

If the classification changes as a result of events during the period, the warrants will

be reclassified as of the date of the event that causes the reclassification.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock — The Company

is authorized to issue 1,000,000 shares of $ 0.0001 par value preferred stock.

As of December 31, 2021 and December 31, 2020,

there were no shares of preferred stock issued or outstanding.

Common Stock — On July 16,

2021, the Company amended its Amended and Restated Certificate of Incorporation such that the Company is authorized to issue 200,000,000

shares of Common Stock with a par value of $ 0.0001 per share.

As of December 31, 2021, there were 21,562,500 shares of Common Stock

outstanding, including 17,250,000 Common Stock subject to possible redemption.

Of the 21,562,500 shares of Common Stock outstanding, up

to 562,500 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’

over-allotment option was not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s

issued and outstanding Common Stock after the initial public offering.

The underwriters exercised the over-allotment option in full on

July 28, 2021;

thus, no shares of Common Stock remain subject to forfeiture.

Holders of record of Common Stock are entitled

to one vote for each share held on all matters to be voted on by stockholders.

In connection with any vote held to approve the initial

Business Combination, insiders, officers and directors, have agreed to vote their respective shares of Common Stock owned by them immediately

prior to the initial public offering, including both the insider shares and any shares acquired in the initial public offering or following

the initial public offering in the open market, in favor of the proposed Business Combination.

Rights — Except in cases where

the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-twentieth (1/20)

of a share of Common Stock upon consummation of the Business Combination, even if the holder of a right converted all shares held by him,

her or it in connection with the Business Combination or an amendment to the Company’s Certificate of Incorporation with respect

to its pre-business combination activities.

In the event that the Company will not be the surviving company upon completion of the Business

Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth

(1/20) of a share of Common Stock underlying each right upon consummation of the Business Combination.

No additional consideration will

be required to be paid by a holder of rights in order to receive his, her or its additional share of Common Stock upon consummation of

the Business Combination.

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates

of the Company).

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving

entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of shares

of Common Stock will receive in the transaction on an as-converted into Common Stock basis.

The Company will not issue fractional shares in

connection with an exchange of rights.

As a result, the holders of the rights must hold rights in multiples of 20 in order to receive

shares for all of the holders’ rights upon closing of a Business Combination.

If the Company is unable to complete an initial Business

Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not

receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside

of the Trust Account with respect to such rights, and the rights will expire worthless.

Additionally, in no event will the Company be

required to net cash settle the rights.

Accordingly, the rights may expire worthless.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

The Company’s net deferred tax assets (liabilities)

as of December 31, 2021 is as follows:

Deferred tax assets:

Start-up costs

Net operating loss carryforwards

Total deferred tax assets

Valuation allowance

Deferred tax liabilities:

Unrealized gain on investments

Total deferred tax liabilities

Deferred tax assets, net of allowance

The income tax provision for the year ended December

31, 2021 consists of the following:

Change in valuation allowance

Income tax provision

As of December 31, 2021, the Company has

available U.S.

federal operating loss carry forwards of approximately $ 990,823 that may be carried forward indefinitely.

In assessing the realization of deferred tax assets,

management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary

differences representing future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax assets,

projected future taxable income and tax planning strategies in making this assessment.

After consideration of all the information available,

management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore

established a full valuation allowance.

For the year ended December 31, 2021, the valuation allowance was $ 271,562 .

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

A reconciliation of the federal income tax rate

to the Company’s effective tax rate at December 31, 2021 is as follows:

Statutory federal income tax rate

State taxes, net of federal tax benefit

Change in fair value of derivative warrant liabilities

Non-deductible transaction costs

Change in valuation allowance

Income tax provision

Deferred tax assets were deemed to be de minimis

as of December 31, 2020.

FAIR VALUE MEASUREMENTS

The following table presents information about

the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021

and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

December 31, 2021

Investments held in Trust Account:

Money Market investments

$ 174,230,428

Warrant liabilities – Public Warrants

Warrant liabilities – Private Placement Warrants

The Company did not have any assets or liabilities

measured at fair value as of December 31, 2020.

The Company utilized a Monte Carlo simulation model for the initial

valuation of the Public Warrants, and the publicly-traded value for the subsequent valuation of the Public Warrants.

The measurement of

the Public Warrants as of December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market

under the ticker CLAQW.

The quoted price of the Public Warrants was $ 0.60 per warrant as of December 31, 2021.

The Company utilizes a Black-Scholes Option Pricing

Model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations.

The estimated fair value of the warrant liability is determined using Level 3 inputs.

Inherent in a Black-Scholes Option Pricing Model

are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

For the initial

valuation, the Company estimated volatility based on research on comparable companies with the same type of warrants along with the implied

volatilities shortly after they start trading.

Significant increases (decreases) in the expected volatility in isolation would result

in a significantly higher (lower) fair value measurement.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield

curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed

to be equivalent to their remaining contractual term.

The dividend rate is based on the historical rate, which the Company anticipates

to remain at zero.

CLEANTECH ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL

DECEMBER 31, 2021

Transfers to/from Levels 1, 2 and 3 are recognized

at the end of the reporting period.

The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level

1 fair value measurement in September 2021 after the Public Warrants were separately listed and traded.

The following table provides the significant inputs

to the Black-Scholes Option Pricing Model fair value of the Private Placement Warrants:

Probability of completing a Business Combination

Dividend yield

Term (in years)

Risk-free rate

Fair value of warrants

The following table provides a summary of the changes in the fair value

of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:

Fair value as of December 31, 2020

Initial measurement of Public Warrants and Private Placement Warrants at July 19, 2021

Initial measurement of over-allotment warrants

Transfer of Public Warrants to Level 1 measurement

( 5,175,000 )

Change in fair value

( 1,077,750 )

Fair value as of December 31, 2021

The Company recognized gains in connection with

the change in the fair value of warrant liabilities of $ 1,077,750 in the consolidated financial consolidated statements of operations

during the year ended December 31, 2021.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and

transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

upon this review, other than Amendment No.

1 to the Merger Agreement, as described in Note 1, and those items disclosed below, the

Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial

On February 11, 2022, the Company entered into an agreement with an investment bank (the “A Capital Markets Advisor”) for advisory services

such as analyzing, structuring, negotiating, and effecting the potential Business Combination.

In exchange for such services, the Company

will pay the A Capital Markets Advisor a cash advisory fee of $ 350,000 which is payable upon the closing of the potential Business Combination,

or six months following the termination of the agreement.

On February 28, 2022, the Company entered into an agreement with an investment bank (the “B Capital Markets Advisor”) for advisory services

such as capital raising strategies and alternatives, review of business model and financial conditions, and non-deal investor roadshow

services related to the potential Business Combination.

In exchange for such services, the Company will pay the B Capital Markets Advisor

a non-refundable retainer $ 350,000 which is due within ten days following the closing of the potential Business Combination.

On March 23, 2022, the Company entered into a

Promissory Note with the Sponsor (the “Promissory Note”) to which the Company could borrow up to an aggregate of $ 267,000 .

The Promissory Note is non-interest bearing and payable upon the earlier of (i) completion of the initial Business Combination or (ii)

the date on which the Company determines that it is unable to effect a Business Combination.

On March 23, 2022, the Company drew down

$ 267,000 under the Promissory Note.

Battery Supplier Agreement, dated as of January 18, 2021.

June 16, 2022

Fabrication Agreement, dated as of January 17, 2022.

June 16, 2022

Incorporated by Reference

Construction Agreement, dated as of February 14, 2022.

June 16, 2022

Commercial Proposal, dated as of December 6, 2021.

June 16, 2022

Defense Innovation Unit Agreement, dated as of August 10, 2021.

June 16, 2022

Subcontract Agreement, dated as of August 10, 2021.

June 16, 2022

Amended and Restated Financial Advisory Agreement by and between Nauticus Robotics, Inc.

and Coastal Equities, Inc.

dated April 25, 2022

April 27, 2022

Financial Advisory Agreement by and between CleanTech Acquisition Corp.

and Roth Capital Partners, LLC dated February 11, 2022

Financial Advisory Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc.

and Lake Street Capital Markets dated February 28, 2022

Kongsberg Maritime AS Agreement, dated March 21, 2022

June 16, 2022

Collaboration Agreement, dated as of December 4, 2020

June 16, 2022

Memorandum of Understanding, effective as of April 21, 2022

2022 Nauticus Robotics, Inc.

Omnibus Incentive Plan.

September 15, 2022

Code of Business Conduct and Ethics of Nauticus Robotics, Inc.

September 15, 2022

Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission

September 15, 2022

List of Subsidiaries.

Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K)

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Labels Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† Filed herewith

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned thereunto duly authorized.

Nicolaus Radford

Chief Executive Officer

(principal executive officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nicolaus Radford and Rangan Padmanabhan,

jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any

amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith,

with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute

or substitutes, may do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

March 28, 2023

/s/ Nicolaus Radford

Nicolaus Radford

Chief Executive Officer (principal executive officer)

March 28, 2023

/s/ Rangan Padmanabhan

Rangan Padmanabhan

Chief Financial Officer (principal financial officer)

March 28, 2023

Chairman of the Board

March 28, 2023

/s/ Jim Bellingham

Jim Bellingham

March 28, 2023

/s/ Joseph W.

March 28, 2023

/s/ Adam Sharkawy

Adam Sharkawy

March 28, 2023

/s/ Eli Spiro

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures